TCR_Public/120316.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, March 16, 2012, Vol. 16, No. 75

                            Headlines

AES EASTERN: FTI Consulting OK'd as Committee's Financial Advisor
AES EASTERN: Wants Until March 23 to File Schedules and Statements
AES EASTERN: Court Denies Motion to Transfer Case to Syracuse
AES EASTERN: Taps WeinsweigAdvisors as Financial Advisor
AHERN RENTALS: Wants Access to AMEX Postpetition Credit Line

ALTER COMMS: To Have Ch.11 Trustee If No Plan Is Filed Today
AMBAC FINANCIAL: Wins Confirmation of Reorganization Plan
AMBAC FINANCIAL: DiConza Represents Shareholder Group
AMBAC FINANCIAL: AAC Has Exit Agreements With CEO and CFO
AMBAC FINANCIAL: Calif. Court Approves Hercules Settlement

AMBAMA LLC: Case Summary & 20 Largest Unsecured Creditors
AMERICAN AIRLINES: Groom Law Okayed as Employee Benefits Counsel
AMERICAN AIRLINES: Court OKs Debevoise as Aircraft Counsel
AMERICAN AIRLINES: Court OKs AvAirPros as Airport Advisors
AMERICAN AIRLINES: AEA Wins Nod for Bain as Consultant

AMERICAN AIRLINES: Has Approval of KPMG as Tax Consultant
AMERICAN HOME: $200MM MBS Suit vs. Citigroup Moved to State Court
APOLLO MEDICAL: Appoints Gary Augusta to Board of Directors
APPLIANCE DIRECT: Court Enters Final Decree Closing Case
ARMSTRONG WORLD: S&P Affirms 'BB-' Corp. Credit Rating on Dividend

ATLANTIC & PACIFIC: Emerges From Chapter 11 as Private Company
AUSSIE PET: Case Summary & 20 Largest Unsecured Creditors
AVIS BUDGET: S&P Gives 'BB' Rating on $500-Mil. Term Loan C
AVIV HEALTHCARE: Moody's Assigns 'B1' Rating to Add-On Issuance
AVIV REIT: S&P Keeps 'B+' Senior Unsecured Notes Rating on Add-On

BERNARD L. MADOFF: Dist. Judge to Oversee $100-Mil. Maxam Suit
BI-LO: S&P Affirms 'B' Corp. Credit Rating; Off Watch Negative
BIG WEST: S&P Withdraws 'B+' Rating
BLUEKNIGHT ENERGY: Reports $33.5 Million Net Income in 2011
BMS REAL ESTATE: Case Summary & 7 Largest Unsecured Creditors

BRE PROPERTIES: Fitch Affirms Rating on Preferred Stock at 'BB+'
CHOCTAW RESORT: Moody's Raises Corporate Family Rating to 'Caa1'
CIT GROUP: Offers $75 Million to Settle Shareholders Class Suit
CLARE AT WATER: Janet McDermott Joins Creditors' Committee
CLOVIS VILLAGE: Case Summary & 10 Largest Unsecured Creditors

COMMERCIAL VEHICLE: Reports $18.6 Million Net Income in 2011
CONTAINER STORE: S&P Rates Corporate Credit 'B-'; Outlook Stable
CRAWFORD CONSULTING: Files for Chapter 11 Bankruptcy Protection
CRESTWOOD HOLDINGS: S&P Affirms 'B-' Corporate Credit Rating
CROSS BORDER: BlackRock Nominates Five Persons to Board

DILLARD'S INC: S&P Ups Corp. Credit Rating to 'BB'; Outlook Stable
DYNEGY HOLDINGS: Plan Filing Exclusivity Extended to March 21
DYNEGY HOLDINGS: Says Power Plants Are Real Properties
DYNEGY INC: Has $236 Million Operating Loss in 2011
DYNEGY INC: S&P Says 'CC' Rating Unaffected by Examiner Report

EAST COAST: Plan Confirmation Hearing Scheduled for March 19
EDUCATION MANAGEMENT: S&P Assigns 'BB-' CCR; Outlook Negative
ELITE PHARMACEUTICALS: Reports First Shipment of Hydromorphone
ELTON APARTMENTS: Case Summary & 5 Largest Unsecured Creditors
ENERGY CONVERSION: Taps Plante & Moran as Accountant

ENERGY CONVERSION: Hires Quarton Partners as Investment Banker
ENERGY CONVERSION: Wants Signature as Real Estate Consultants
EXPERT GLOBAL: S&P Gives 'B' Issuer Credit Rating; Outlook Stable
FAIRFAX FINANCIAL: S&P Rates C$200-Mil. Preferred Shares at 'BB'
FENDER MUSICAL: S&P Affirms 'B' Corporate Credit Rating

FERTITTA MORTON: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
GALP CNA: Spring Says Plan in Default, Wants Full Rights Exercised
GETTY IMAGES: S&P Rates $275-Mil. Incremental Term Loan at 'BB-'
GLOBAL PROTECTION: Case Summary & 20 Largest Unsecured Creditors
GMX RESOURCES: Swaps 2.3MM Common Shares for $5MM Conv. Notes

GOODMAN GROUP: Moody's Raises Hybrid Securities Rating to 'Ba2'
GRANGER COURT: Voluntary Chapter 11 Case Summary
GRANITE DELLS: Case Summary & 20 Largest Unsecured Creditors
HARSCO CORP: Moody's Cuts Subordinated Rating to '(P)Ba1'
HAYDEL PROPERTIES: Hires Christy Pickering as Accountant

HOST HOTELS: S&P Rates New $300-Mil. Senior Notes at 'BB+'
HUNTSMAN CORP: Moody's Raises Corporate Family Rating to 'Ba3'
INDIANAPOLIS DOWNS: Exclusivity Period Extended Until March 28
INNER CITY: Can Exclusively File Plan Until July 5
INTEGRA TELECOM: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg

INTERNATIONAL ENVIRONMENTAL: Involuntary Chapter 11 Case Summary
INTERNATIONAL LEASE: Fitch to Rate Sr. Unsecured Notes at 'BB'
ISTAR FINANCIAL: S&P Rates $900MM Senior Credit Facility at 'BB-'
JESCO CONSTRUCTION: Taps L. Kelly Baker as Accountant
JOHN D. OIL: Faces Lawsuit Against Two Bank in District Court

KNIGHT & CARVER: Case Summary & 20 Largest Unsecured Creditors
LACK'S STORES: Satisfied Lenders' Claims, Proofs of Claim Expunged
LAS VEGAS BILLBOARDS: Case Summary & 20 Largest Unsec. Creditors
LATITUDE 23: Voluntary Chapter 11 Case Summary
LIGHTSQUARED INC: Sprint Said to Cancel 15-Year Contract

M WAIKIKI: Wants to Employ Holthouse Carlin as Tax Accountant
MACROSOLVE INC: Incurs $2.5 Million Net Loss in 2011
MARIN CREATIVE: Case Summary & 7 Largest Unsecured Creditors
MEDICAL CARD: S&P Keeps 'BB-' Counterparty Credit Rating
MDC PARTNERS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg

MERIDIAN SHOPPING: Taps Diemer Whitmanas Gen. Insolvency Counsel
MILESTONE SCIENTIFIC: Incurs $1.5 Million Net Loss in 2011
MONITRONICS INTERNATIONAL: S&P Gives 'B' Corporate Credit Rating
NATIVE WHOLESALE: Eberle Berlin OK'd to Handle Idaho Actions
NCO GROUP: Negotiating Potential Combination with OEP

NCO GROUP: S&P Puts 'CCC+' Issuer Credit Rating on Watch Positive
NEIMAN MARCUS: S&P Affirms 'B+' Corporate Credit Rating
NEONODE INC: Incurs $2.7 Million Net Loss in Fourth Quarter
NORTEL NETWORKS: Seeks to Amend Jefferies & Co Retention Fees
OSI RESTAURANT: Parent Considers Initial Public Offering

PENN VIRGINIA: S&P Lowers Corp. Credit Rating to 'B'; Outlook Neg
PENSON WORLDWIDE: Moody's Cuts Corporate Family Rating to 'Ca'
PENSON WORLDWIDE: S&P Lowers Counterparty Credit Rating to 'CC'
POTOMAC SUPPLY: Bank Wants Court to Convert Case to Chapter 7
QUANTUM FUEL: Pays $600,000 Note with 630,000 Common Shares

RENEGADE HOLDINGS: Judge Stocks Moves Pretrial Hearing to May 1
ROCK GLEN: Case Summary & 14 Largest Unsecured Creditors
ROSETTA RESOURCES: S&P Raises Corporate Credit Rating to 'B+'
ROTECH HEALTHCARE: Inks $10MM Credit Facility with Credit Suisse
ROTHSTEIN ROSENFELDT: Judge Allows Investor to Up Claims by $25MM

ROYAL HOSPITALITY: Ch. 11 Trustee Taps D'Archangelo as Accountant
ROYAL HOSPITALITY: US Trustee Wants Fees Prior to Confirmation
RQB RESORT: Has Authority to Use Cash Collateral Until May 4
SAFENET INC: Moody's Affirms 'B2' Corporate Family Rating
SAINT VINCENTS: Court Approves Fourth Amendment to DIP Loan

SCHOMAC GROUP: Has Access to Cash Collateral Until April 5
SEARS HOLDINGS: Board OKs Restatement of Annual Incentive Plan
SEAWORLD PARKS: S&P Lowers Corporate Credit Rating to 'B+'
SERVICE IS US: Case Summary & 20 Largest Unsecured Creditors
SHRI JALA: Case Summary & 6 Largest Unsecured Creditors

SONICWALL INC: Moody's Expects Repayment of Ba3-Rated Debt
SOUTHGATE BUSINESS: Case Summary & 6 Largest Unsecured Creditors
SPROUTS FARMERS: S&P Places 'B+' Corp. Credit Rating on Watch Neg
SWISS CHALET: Authorized to Disburse $5.83-Mil to CPS/GS PR NPL
SYNC TECHNOLOGIES: Voluntary Chapter 11 Case Summary

TBS INTERNATIONAL: Defends Chapter 11 Plan Against Shareholders
TELESAT HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating
TENNECO INC: Fitch Affirms Issuer Default Rating at 'BB'
THORNBURG MORTGAGE: Former Executives Respond to SEC Lawsuit
TIRE VISIONS: Case Summary & 20 Largest Unsecured Creditors

TRIUS THERAPEUTICS: Incurs $12.5 Million Net Loss in 4th Quarter
TYSON FOODS: Moody's Affirms 'Ba1' Corporate Family Rating
UNITED SURGICAL: S&P Rates $440-Mil. Sr. Unsecured Notes at 'CCC+'
USEC INC: Enters Into $235MM Revolving Credit Pact with JPMorgan
UTSTARCOM INC: Reports $3.4 Million Net Income in 4th Quarter

WATERLOO RESTAURANT: Has $850,000 DIP Loan From GECC
WESTERN MOHEGAN: Chapter 11 Filing Blocks Sale of Tamarack Resort
WESTMORELAND COAL: Files Form 10-K; Incurs $36.8MM Loss in 2011
WESTMORELAND COAL: Robert King Appointed President and COO
WINDMILL SQUARE: Case Summary & 20 Largest Unsecured Creditors

WOLFGANG CANDY: Files for Chapter 11 Bankruptcy Protection
WOLFGANG CANDY: Voluntary Chapter 11 Case Summary
YANKEE CANDLE: Moody's Revises Rating on $725MM Term Loan to 'B1'
YANKEE CANDLE: S&P Lowers Rating on New $725MM Term Loan to 'B+'
ZALE CORP: Portolan Capital Discloses 5% Equity Stake

* Moody's Says US Non-Financial Corporate Cash Holdings Rise

* BOOK REVIEW: Performance Evaluation of Hedge Funds

                         *********

AES EASTERN: FTI Consulting OK'd as Committee's Financial Advisor
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of AES Eastern
Energy, L.P., et al., to retain FTI Consulting, Inc., as financial
advisor, nunc pro tunc to Jan. 13, 2012.

As reported in the Troubled Company Reporter on Feb. 17, 2012, as
financial advisor to the Committee, FTI Consulting, among
others, will:

   1. assist in the review of financial related disclosures
      required by the court, including the schedules of assets and
      liabilities, the statement of financial affairs and monthly
      operating reports;

   2. assist in the preparation of analyses required to assess the
      use of cash collateral;

   3. assist with the assessment and monitoring of the Debtors'
      short term cash flow, liquidity, and operating results; and

   4. assist with the review of the Debtors' proposed key employee
      retention and other employee benefit programs.

FTI will seek payment for compensation on a fixed monthly basis of
$125,000 and a completion fee of $500,000, plus reimbursement of
actual and necessary expenses incurred by FTI, including legal
fees related to this retention application and future fee
applications as approved by the Court.  The completion fee will be
considered earned and payable, subject to Bankruptcy Court
approval, upon the earliest occurrence of: (a) confirmation of a
Chapter 11 plan of reorganization or liquidation, or (b) the sale,
disposition, or transfer of the Somerset facilities and related
assets.

In addition, FTI will be compensated at its customary hourly rates
for any services related to the litigation and testimony
associated with the evaluation and analysis of avoidance actions,
including fraudulent conveyances, preferential transfers and
dividends, to wit:

  Senior Managing Directors                           $780 - $895
  Directors/Managing Directors                        $560 - $745
  Consultants/Senior Consultants/Managers             $280 - $530
  Administrative/Paraprofessionals/Project Analyst    $115 - $230

Andrew Scruton, a senior managing director with FTI Consulting,
attests that FTI does not hold or represent any interest adverse
to the estate.

                        About AES Eastern

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

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

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

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


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

Absent the extension, the Debtors' filing deadline is set to
expire on Feb. 28.

The Debtors explain that they need more time to complete and
compile the information gathered.

                        About AES Eastern

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

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

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

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


AES EASTERN: Court Denies Motion to Transfer Case to Syracuse
-------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has denied New York State Electric & Gas
Corporation's motion to transfer the venue of AES Eastern Energy,
L.P., et al.'s bankruptcy case.

As reported by the Troubled Company Reporter on Feb. 14, 2012, New
York State Electric & Gas Corp. sought to move the case to
Syracuse, New York, noting that all six plants of the Debtors and
most of the creditors are in New York.

AES Eastern opposed the transfer, saying that New Yorkers need
less than two hours for a train trip to Delaware, while Syracuse
requires use of "sporadic" air service.  The official creditors'
committee also opposed the transfer, saying Syracuse is "much less
convenient."  The committee, the company, and the indenture
trustee fear moving the case will cause delay and disrupt a sale
of the two operating plants.  

                        About AES Eastern

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

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

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

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


AES EASTERN: Taps WeinsweigAdvisors as Financial Advisor
--------------------------------------------------------
AES Eastern Energy, L.P., et al., ask for permission from the U.S.
Bankruptcy Court for the District of Delaware to employ
WeinsweigAdvisors, L.L.C., nunc pro tunc to Feb. 8, 2012, as
financial advisors and consultants.

Weinsweig will, among other things:

     a. assist in preparing statements of financial affair,
        schedule of assets and liabilities, monthly operating
        reports, and other similar disclosures;

     b. update the 13-week cash flow forecast; and

     c. assist with general financial management of the Debtors.

All of the services that Weinsweig will provide to the Debtors
will be directed by the Debtors so as to avoid duplicative efforts
among the other professionals retained in the Chapter 11 cases.  
The Debtors assure the Court that there will be no duplication of
services being provided by Barclays Capital, Inc., an investment
bank already retained by the Debtors, and Weinsweig.  Barclays is
focused on the sale and marketing of the Debtors' assets, while
Weinsweig is supporting those efforts.  Weinsweig will assist the
Debtors with general business disclosures, financial management,
and due diligence, and will be focusing on short-term week-to-week
cash flow forecasts.  Barclays, in contrast, has been working with
the Debtors on a long-term financial model more pertinent to the
sale process, and has been coordinating the marketing and sale
process.  Weinsweig will additionally be working with financial
advisors to the Creditors' Committee as their point of contact to
ensure a smooth information flow between the Debtors and the
Committee.

The Debtors will pay Weinsweig for its services on a monthly fixed
fee basis at the rate of $45,000 per month for the work of one
managing director, Chris Stevens.  In addition, the Debtors will
pay a one-time fee of $54,000 for 120 hours of the assistance of
Marc Weinsweig, the principal and founder of Weinsweig.  

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

                        About AES Eastern

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

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

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

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


AHERN RENTALS: Wants Access to AMEX Postpetition Credit Line
------------------------------------------------------------
Ahern Rentals, Inc., asks the Bankruptcy Court for authorization
to obtain postpetition unsecured debt from American Express Travel
Related Services Company, Inc.

Prior to the Petition Date, the Debtor maintained various credit
card accounts with American Express pursuant to a Corporate
Services Commercial Account Agreement.  The Debtor uses FedEx and
UPS's transportation and delivery services to deliver equipment
parts and supplies to and from its customers and branch stores
across the country.  The Debtor's sole purpose in maintaining the
AMEX Accounts is to pay FedEx and UPS shipping and delivery
charges.

In December 2011, Debtor wired $100,000 to AMEX with instructions
to immediately pay pending charges on the AMEX Accounts.  At the
time of the Wire, there was approximately $50,000 of charges
posted or pending on Debtor's AMEX Accounts, due to FedEx and UPS.  
Accordingly, the excess Wire amount should have been applied to
Debtor's AMEX Accounts as a credit.

After the Petition Date, AMEX froze the Debtor's AMEX Accounts.  
The Debtor believes AMEX will agree to unfreeze the AMEX Accounts,
apply the Wire to the outstanding charges on the AMEX Accounts,
and provide Debtor postpetition financing under the AMEX Contract,
contingent upon the entry of an order of the Bankruptcy Court.

FedEx has indicated it may not continue providing services to the
Debtor if its charges are not paid.  Therefore, the Debtor
believes the application of the Wire to the balance of the
prepetition charges and Debtor's continued postpetition, ordinary
course use of the AMEX Accounts are necessary and in the best
interest of the estate and creditors.

Kirk D. Homeyer, Esq., at Gordon Silver, submits that the Debtor
has exercised prudent business judgment in determining to continue
to obtain credit under the AMEX Contract on a postpetition basis,
as such postpetition financing will benefit Debtor's estate, not
to mention Debtor's business operations and relationship with its
customers.  If the Debtor cannot obtain postpetition financing
under the AMEX Contract, the Debtor's estate risks losing a
valuable, mutually-beneficial business relationship with FedEx.  
Without FedEx's services, the Debtor will be hindered in shipping
parts and equipment to its customers and branch stores, thereby
jeopardizing customer relationships and Debtor's overall revenue.  
The Debtor submits that it has established that postpetition
credit under the AMEX Contract will benefit the estate and is
properly within the Debtor's business judgment.  

                        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.


ALTER COMMS: To Have Ch.11 Trustee If No Plan Is Filed Today
------------------------------------------------------------
Arthur Hirsch at The Baltimore Sun reports that U.S. Bankruptcy
Court Judge Nancy V. Alquist gave Alter Communications Inc. and
its creditors to file a Chapter 11 plan until 9:30 a.m., on
March 16, 2012, and scheduled a hearing on the proposal for that
afternoon.

The report relates, if the deadline is missed, Judge Alquist said
she would consider H.G. Roebuck & Son, Inc.'s motion to appoint a
trustee.  Alter Communications and H.G. Roebuck are negotiating a
revision of a plan that Alter filed in December 2011 that involves
an investor group headed by Dr. Scott Rifkin, a Baltimore
physician turned health care enterpreneur.

According to the report, Alter's counsel Alan M. Grochal said the
competing plans to reorganize the company filed by the publisher
and Roebuck were no longer being considered.

The report says progress was held up because Alter representatives
were not able to reach Dr. Rifkin or the lawyer who has been his
chief representative in these negotiations.  The proposal
originally called for Mr. Rifkin's group to invest $600,000 in
exchange for an 80% stake in Alter.

The report notes that, on March 13, 2012, Judge Alquist approved a
motion allowing Alter's co-publisher, Ronnie Buerger, to loan the
company $100,000 to cover urgent expenses, including employee
salaries, printing and phone bills.

In an earlier report, Gus G. Sentementes at The Baltimore Sun said
Alter, in January, posted a profit of $17,667 on revenue of
$454,779, according to court documents.   But it has racked up
around $500,000 in expenses while under bankruptcy protection,
court documents show.  The report further relates Andrew Buerger,
CEO and publisher of Alter, said he did not have a dollar figure
for the amount of short-term working capital needed.

                    About Alter Communications

Based in Baltimore, Maryland, Alter Communications publishes the
Baltimore Jewish Times.  Other publications include the magazine
Style, with 90,000 circulation, and Chesapeake Life, with a
circulation of 57,000.

Alter Communications filed for Chapter 11 bankruptcy (Bankr. D.
Md. Case No. 10-18241) on April 14, 2010, after losing a $362,000
judgment to the printer, H.G. Roebuck & Son Inc.  Alan M. Grochal,
Esq., and Maria Ellena Chavez-Ruark, Esq., at Tydings and
Rosenberg, in Baltimore, serve as the Debtor's bankruptcy counsel.
The Debtor estimated assets and debts between $1 million and $10
million in its Chapter 11 petition.

In December 2010, the Bankruptcy Court approved Alter's Chapter 11
exit plan.  Roebuck appealed, saying the plan wasn't filed in good
faith and that it "discriminates unfairly."

In June 2011, the U.S. District Judge Court in Maryland set aside
the confirmation order.  Because Roebuck said it would pay more
for the new stock, the District Court reversed and sent the case
back to the bankruptcy court with instructions to allow the filing
of competing plans.


AMBAC FINANCIAL: Wins Confirmation of Reorganization Plan
---------------------------------------------------------
Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.

Judge Chapman approved the Plan, saying it represented Herculean
efforts by the company, its creditors, and regulators, and that
her decision to approve it was "not a close call," according to
Reuters.

Ambac Financial's President and Chief Executive Officer, Diana
Adams, said, "I am pleased that through the diligent efforts of
all of those involved, and months of negotiations with various
constituents, we have successfully secured Plan confirmation.
While many challenges lie ahead, this is a key milestone in our
work to reorganize Ambac Financial. The court's decision positions
us to focus on consummation of the Plan and on our future."

To the extent that any objections to confirmation of the Plan
have not been withdrawn, resolved, or mooted before entry of the
Confirmation Order, all those objections are hereby overruled,
Judge Chapman ruled.

Nevertheless, "the Court regrets that it must approve a plan that
provides no recovery for equity holders," Judge Chapman was
quoted as saying at the March 14 hearing, Reuters relayed.  "They
must, unfortunately, join the ranks of the victims of the global
financial crisis."  At the March 13 Confirmation Hearing, various
shareholders told the Court that there should be money left for
them while the Debtor's financial advisor said there is no such
money.

"The fact that it's confusing does not change the fact that
there's no hidden value here," Ambac lead lawyer Peter Ivanick,
Esq., at Dewey & LeBoeuf LLP, in New York, told Judge Chapman,
according to a separate Bloomberg News report.  "There is no
Ambac leprechaun that has hidden pots of gold into the loss
reserves."

C.J. Brown, a managing director at Blackstone Group, testified at
the March 14 hearing on how Ambac's assets had been valued and
insisted that there's no money for shareholders, Bloomberg
relayed.  Mr. Brown elaborated that the market for trading in the
company's senior debt currently values it at about 12 to 13 cents
on the dollar and the junior debt is valued at 2 to 3 cents on
the dollar, showing that debt investors do not believe there will
be anything left for shareholders, Bloomberg relayed.

Given the company's debt of about $1.7 billion, it would need to
have made an error of $1.5 billion to $1.6 billion in its
valuation estimate for there to be value for shareholders, Judge
Chapman determined, Bloomberg stated.

Counsel for a group of equity security holders sought to
discredit Blackstone's valuation analysis, arguing that Mr. Brown
in nearly three hours of testimony relied too heavily on third
party data rather than his own expertise, Reuters related.
Shareholder Edward Hosinger told Judge Chapman that there is
still around $6.65 a share in value for equity holders because
Ambac overstated its loss reserves, Bloomberg relayed.  Mr.
Hosinger argued that this excess amount of monies placed in the
loss reserves belongs to stockholders, Bloomberg added.  Judge
Chapman overruled those objections.

The Plan provides for the full payment of secured claims and
8.5% to 13.2% recovery for general unsecured claims.  Senior
Noteholders will get 11.4% to 17.6% recovery of their claims
while holders of Subordinated Notes will recover 0.5% to 0.8%.
Holders of Section 510(b) Claims, Intercompany Claims, and Equity
Interests will get 0% recovery under the Plan.

Exact recoveries will depend in part on the value of the Debtor's
estate, which Blackstone pegged at between $145 million and
$225 million, an Ambac spokesperson told Reuters.

Pursuant to an Amended Plan Settlement, which forms the basis of
the Plan, the Debtor would allocate $3.65 billion of net
operating losses or NOLs to Ambac Assurance Corporation and its
subgroup, subject to certain conditions.  The Reorganized Company
will also be looking after its interest in AAC although it may
seek to acquire other businesses, Mr. Brown told the Court.

Ambac Financial's President and Chief Executive Diana Adams said,
"I am pleased that through the diligent efforts of all those
involved, and months of negotiations with various constituents,
we have successfully secured Plan confirmation.  While many
challenges lie ahead, this a key milestone in our work to
reorganize Ambac Financial.  The Court's decision positions us to
focus on consummation of the Plan and on our future."

Mr. Ivanick told the Court that AFG has begun to seek approval
from government agencies regarding its settlement offer, which
means that it will take longer than usual for the company to exit
bankruptcy protection, Bloomberg disclosed.

The Debtor has offered to resolve the dispute with the Internal
Revenue Service on the tax treatment of credit default swaps that
generated approximately $7.3 billion in NOLs.  Under the IRS
Settlement, the Debtor will pay $1.9 million in connection with
the IRS claims and AAC will pay approximately $100 million to the
revenues agency.

                      Sec. 1129 Requirements

The Court confirmed the Plan after holding that it satisfies the
confirmation requirements under Section 1129 of the Bankruptcy
Code:

(1) The Plan complies fully with the requirements of Sections
    1122 and 1123 of the Bankruptcy Code and all other
    applicable provisions of the Bankruptcy Code, thereby
    satisfying Section 1129(a)(1).

(2) The Debtor, as the Plan proponent, has complied with the
    applicable provisions of the Bankruptcy Code, the Bankruptcy
    Rules, and the Local Rules, except to the extent otherwise
    permitted by order of the Bankruptcy Court.  Accordingly,
    the requirements of Bankruptcy Code section 1129(a)(2) are
    satisfied.

(3) The Debtor has proposed and negotiated the Plan, including
    the Plan Exhibits and other documents necessary to
    effectuate the Plan, in good faith and not by any means
    forbidden by law, thereby complying with Bankruptcy Code
    Section 1129(a)(3).  Based on the evidence presented, the
    Court finds that the Plan has been proposed with the
    legitimate purpose of maximizing the return available to
    creditors.  The Plan's classification of Claims and Equity
    Interests, injunction, exculpation, and release provisions
    have been negotiated in good faith and at arm's-length, are
    consistent with the Bankruptcy Code, and are each necessary
    to the Debtor's successful emergence from Chapter 11.

(4) The Plan provides that Professionals seeking an award of
    compensation for services rendered or expenses incurred
    through and including the Effective Date must file their
    applications for the allowance of such compensation no later
    than 60 days after the Effective Date of the Plan.  Pursuant
    to the interim application procedures established in the
    Debtor's Chapter 11 case and Section 331 of the Bankruptcy
    Code, any and all payments made or to be made by the Debtor
    for services in connection with the Debtor's Chapter 11 case
    have been approved by, or are subject to the approval of,
    the Bankruptcy Court as reasonable under Section 330.
    Thus, the requirements of Section 1129(a)(4) are satisfied.

(5) The Debtor has complied with Section 1129(a)(5).  Pursuant
    to the Plan, the New Board will be comprised of the
    Reorganized Debtor's Chief Executive Officer and four
    additional directors.  The nature of compensation paid to
    any insider directors of the Reorganized Debtor has also
    been disclosed.

(6) Section 1129(a)(6) is inapplicable to the Debtor, which does
    not charge rates subject to the jurisdiction of any
    governmental regulatory agency.

(7) The liquidation analysis attached to the Disclosure
    Statement and the other evidence in support of the Plan
    proffered or adduced at, prior to, or in connection with the
    Confirmation Hearing were accurate as of the time they were
    prepared and subsequent developments have not rendered them
    inaccurate in any material respect, are based on reasonable
    methodologies and assumptions, provide a reasonable estimate
    of the Debtor's liquidation value upon conversion to a case
    under Chapter 7 of the Bankruptcy Code, and establish that
    each holder of Allowed Claims and Equity Interests will
    recover property of a value at least as much under the Plan
    on account of such Claims or Equity Interest, as of the
    Effective Date, as the amount such holder would receive if
    the Debtor was liquidated under Chapter 7.  Accordingly, the
    requirements of Section 1129(a)(7) are satisfied.

(8) Classes 1 and 2 are deemed to accept the Plan pursuant to
    Section 1126(f) of the Bankruptcy Code and Classes 3, 4, and
    5 voted to accept the Plan.  Accordingly, Bankruptcy Code
    Section 1129(a)(8) has been satisfied with respect to
    Classes 1 through 5.  Although Section 1129(a)(8) has not
    been satisfied with respect to Classes 6, 7, and 8, which
    are deemed not to have accepted the Plan pursuant to Section
    1126(g), the Plan is confirmable because it does not
    discriminate unfairly and is fair and equitable with respect
    to the Rejecting Classes, and thus, satisfies Section
    1129(b).

(9) The treatment of Administrative Claims, Accrued Professional
    Compensation Claims, Priority Tax Claims, and Priority Non-
    Tax Claims satisfies the requirements of Section 1129(a)(9).

(10) As set forth in the Vote Certification, Classes 3, 4, and 5,
    which are Impaired, voted to accept the Plan.  Thus, at
    least one Class of Claims that is impaired under the Plan
    voted to accept the Plan, without including any acceptance
    of the Plan by any insider of the Debtor.  Accordingly, the
    requirements of Section 1129(a)(10) are satisfied.

(11) The Plan is feasible, thus satisfying Section 1129(a)(11).
    Confirmation of the Plan is not likely to be followed by the
    liquidation or the need for further financial reorganization
    of the Reorganized Debtor.  Moreover, each of the conditions
    precedent to consummation of the Plan has been satisfied or
    waived in accordance with the Plan, or is reasonably likely
    to be satisfied.

(12) The Plan provides that all fees payable under Section 1930
    of Title 28 of the U.S. Code will be timely paid by the
    Debtor or the Reorganized Debtor, as applicable, until a
    final decree closing the Debtor's Chapter 11 case is entered
    by the Bankruptcy Court. Accordingly, the requirements of
    Section 1129(a)(12) are satisfied.

(13) Section 1129(a)(13), (14), (15) and (16) are not applicable
    to the Debtor's Chapter 11 cases.

The Amended Plan Settlement and the Plan's injunction,
exculpation, and release provisions are permitted by applicable
law, within the jurisdiction of the Bankruptcy Court under
Section 1334 of Title 28 of the U.S. Code, an essential means for
implementing the Plan, in the best interests of the Debtor and
its estate, critical to the Plan's objective of finally resolving
all Claims among parties in interest, and consistent with the
Bankruptcy Code and applicable law, Judge Chapman determined,

Confirmation of the Plan and entry of the confirmation Order will
be without prejudice to the IRS in the IRS Dispute or
elsewhere, Judge Chapman clarified.  Pending finalization of the
IRS Settlement and regardless of entry of the Confirmation Order,
the Debtor will not consummate the Plan, make any distributions
to Holders of Claims or Equity Interests outside of the ordinary
course of business, or file a motion pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure requesting approval of the
IRS Settlement without the United States Government's prior
written approval.

The effective date of the Plan will be determined in accordance
with the Plan terms, including the satisfaction of the conditions
precedent to consummation of the Plan.

A full-text copy of the March 14, 2012 Confirmation Order is
available for free at:

   http://bankrupt.com/misc/Ambac_Mar14ConfirmationOrder.pdf

                     About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010.  Ambac's
bond insurance unit, Ambac Assurance Corp., did not file for
bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-  
7000).


AMBAC FINANCIAL: DiConza Represents Shareholder Group
-----------------------------------------------------
DiConza Traurig Magaliff LLP disclosed to the U.S. Bankruptcy
Court for the Southern District of New York that it represents an
Ad Hoc Group of Equity Security Holders in connection with Ambac
Financial Group, Inc.'s Chapter 11 case.

Howard P. Magaliff, Esq., at DiConza Traurig Magaliff LLP, in New
York, filed with the Court an amended list of members of the Ad
Hoc Group of Security Holders.

Mr. Magaliff disclosed that the Equity Group holds in the
aggregate 10,371,603 shares of Ambac Financial Group, Inc.,
instead of 9,878,577 aggregate shares as previously reported.

A copy of the amended list is available for free at:

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

The Equity Group was formed on Dec. 1, 2011.  DTM was retained as
counsel for the group on Dec. 30, 2011.

DTM related to the Court that it has never provided any legal
services to the Debtor and holds no claim against the Debtor.

The counsel's address is:

         Howard P. Magaliff
         DICONZA TRAURIG MAGALIFF LLP
         630 Third Avenue 7th Floor
         New York, NY 1007
         Tel. No. (212) 682-4940
         Email: hmagaliff@dtmlawgroup.com

                     About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-  
7000).


AMBAC FINANCIAL: AAC Has Exit Agreements With CEO and CFO
---------------------------------------------------------
Ambac Assurance Corporation on February 24, 2012, entered into
agreements with Diana N. Adams, its Chief Executive Officer, and
David Trick, its Chief Financial Officer, which provide for
benefits to the executives in the event of termination of their
employment prior to March 13, 2013, according to Ambac Financial
Group, Inc.'s February 29, 2012 filing with the U.S. Securities
and Exchange Commission.

The Termination Agreements provides for substantially similar
benefits as each executive would have received under the Ambac
Assurance Severance Plan in the event of termination of his or
her employment by Ambac Assurance prior to March 31, 2013 for any
reason other than for cause.

The New Agreements are effective as of February 24, 2012, and
provide for (a) termination payments in the amount of one year's
base salary ($750,000 for Ms. Adams and $600,000 for Mr. Trick)
and (b) reimbursement of the premiums paid by each executive
officer for COBRA for 12 months in the event of the termination,
provided that the executive officer will have executed a release
in the form required by Ambac Assurance.

If either Ms. Adams or Mr. Trick is terminated for cause by Ambac
Assurance or voluntarily terminates her or his employment for any
reason, then no Termination Payment will be paid. In the event
that either Ms. Adams or Mr. Trick wishes to voluntarily
terminate her or his employment, 30 days' notice to Ambac
Assurance is required.

AFG will pay its allocable portion of such amounts in accordance
with Ambac's procedures for allocating expenses.  During the term
of the New Agreements, Ms. Adams and Mr. Trick are not eligible
to participate in the Ambac Assurance Severance Pay Plan.

                     About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-  
7000).


AMBAC FINANCIAL: Calif. Court Approves Hercules Settlement
----------------------------------------------------------
Ambac Assurance Corporation announced that a California court has
approved a settlement in its litigation against the City of
Hercules and its redevelopment agency. The litigation asserted
that the City had improperly diverted revenues pledged to
bondholders from the redevelopment agency to the City. Under the
settlement, Ambac received security in two City properties with
values estimated to be well in excess of the revenues diverted.
Ambac will also be paid interest and legal costs.

Peter Cain, Managing Director at Ambac, said, "Ambac pursued its
rights, to the benefit of bondholders and we are pleased with the
settlement."

www.HerculesPatch.com earlier reported the parties have prepared
two stipulations containing the settlement terms of AAC's $4.1
million lawsuit against the City.  One stipulation has details
that will be made public while the other could be sealed, the
report relayed.

The parties recognized that some details of the agreement
becoming public "could hinder performance under the agreement,"
Mr. Duran explained in his e-mail.  If the court approves the
stipulations, the non-sealed stipulations can be released," Mr.
Duran noted, the report relayed.

The parties have delivered the stipulations to court last week,
the report added.

AAC sued the City's redevelopment agency to recover $4.1 million
in tax increments collected in December.

                     About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-  
7000).


AMBAMA LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ambama, LLC
        dba Comfort Suites Hotel
        Attn: Jyotsna Patel, Manager
        1300 N. Ponce De Leon Blvd.
        Saint Augustine, FL 32084

Bankruptcy Case No.: 12-01611

Chapter 11 Petition Date: March 13, 2012

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

Judge: Paul M. Glenn

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $2,806,436

Scheduled Liabilities: $7,281,349

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-01611.pdf

The petition was signed by Jyotsna "Jane" Patel, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Durgama, Inc                           11-02409   04/01/11
JAI Ambaji Corporation                 11-09119   12/20/11
Patel, Jyotsna & Narendra              12-00051   01/05/12
The Historical Properties, LLC         11-09128   12/20/11


AMERICAN AIRLINES: Groom Law Okayed as Employee Benefits Counsel
----------------------------------------------------------------
The Bankruptcy Court entered a final order authorizing the
employment of Groom Law Group, Chartered as AMR Corp. and its
affiliates' special employee benefits counsel, nunc pro tunc to
the Petition Date.  Groom will not withdraw as the Debtors'
counsel prior to the effective date of any Chapter 11 Plan
confirmed in these Chapter 11 cases without prior approval of the
Court, Judge Lane ruled.

Randall White, associate general counsel of AMR Corp., said the
Debtors selected the firm because of its "invaluable experience in
providing legal services in connection with employee benefit plans
and related issues."

In return for its services, Groom Law will be paid its standard
hourly rates minus a 10% discount and will be reimbursed of its
expenses.  The firm received a $100,000 retainer fee from the
Debtors.

The firm does not hold or represent any interest adverse to the
Debtors or their estates, according to a declaration by Gary M.
Ford, Esq., a principal in Groom Law.

Mr. Ford may be reached at:

        Gary M. Ford, Esq.
        GROOM LAW GROUP, CHARTERED
        1701 Pennsylvania Avenue, N.W.
        Washington, D.C. 20006-5811
        Tel: (202) 861-6627      
        Fax: (202) 659-4503
        E-mail: gford@groom.com

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Court OKs Debevoise as Aircraft Counsel
----------------------------------------------------------
The Bankruptcy Court entered a final order authorizing AMR Corp.
and its affiliates' employment of Debevoise & Plimpton LLP as
special aircraft counsel for the Debtors, nunc pro tunc to the
Petition Date.  In February, the Court entered an interim order
approving the Debtors' employment of Debevoise.

The Debtors tapped the firm to provide legal services with respect
to issues related to aircraft financing and lease arrangements,
and issues related to the treatment of those arrangements under
Section 1110 of the Bankruptcy Code.  The firm will also prepare
and file court papers on behalf of the Debtors.

Debevoise will be paid of its fees on an hourly basis and will be
reimbursed of its expenses.  Its hourly rates range from $850 to
$1,075 for partners; $785 to $965 for counsel; $425 to $820 for
associates; and $175 to $360 for legal assistants.

The firm received a $2.1 million retainer and an advance against
expenses for all services to be performed, according to court
papers.

Richard Hahn, Esq., at Debevoise & Plimpton LLP, disclosed in a
declaration that his firm does not represent interest adverse to
the Debtors.

Mr. Hahn may be reached at:

        Richard Hahn, Esq.
        DEBEVOISE & PLIMPTON LLP
        919 Third Avenue
        New York, NY 10022
        Tel: (212) 909-6235      
        Fax: (212) 521-7236
        E-mail: rfhahn@debevoise.com

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Court OKs AvAirPros as Airport Advisors
----------------------------------------------------------
Bankruptcy Judge Sean authorized the employment of AvAirPros as
AMR Corp. and its affiliates' consultants, nunc pro tunc to
January 23, 2012.

As part of their overall restructuring efforts, the Debtors are
evaluating and assessing their current airport real estate
holdings and seek AvAirPros' recognized experience and knowledge
in performing airline and real estate consulting and advisory
services.  AvAirPros currently functions in an interface/liaison
capacity or provides assistance to, among others, American
Airlines Inc., Alaska Airlines, Delta Air Lines, Southwest
Airlines, and United Airlines as it relates to addressing
financial, lease, business, technical, and operational issues that
arise as part of both the business relationship between the
Airlines and various airports, as well as the implementation of
airport capital improvement programs at various airports
throughout the United States.

As the Debtors' consultant, AvAirPros will provide facility
inventory and implementation planning services, facility standard
benchmarking services, business negotiation and financial analysis
in support of American's facility adjustment, and American's
corporate real estate leadership various reports and analyses, to
the Debtors.  The engagement will terminate six months after the
effective date of the firm's retention.

AvAirPros will be paid for its services on an hourly basis and
will get reimbursed for expenses.  The firm's hourly rates are
$231 for officer, $215 for senior managing director, $205 for
managing director, $193 for senior director, $179 for director,
$158 for senior manager, $143 for manager, $130 for consultant,
and $63 for administrative.  AvAirPros' total billings for its
work will not exceed $765,023.

Kevin Corrigan, vice president of AvAirPros, assures the Court
that his firm is a "disinterested person" as the term is defined
under Section 101(14) of the Bankruptcy Code.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: AEA Wins Nod for Bain as Consultant
------------------------------------------------------
Judge Sean Lane approved, on a final basis, the application to
employ Bain & Company, Inc., as strategic consultants to American
Eagle Airlines, Inc., nunc pro tunc to December 14,
2011.

All prepetition claims of Bain against any of the Debtors, in
excess of amounts already paid to Bain, will be waived, the Court
ruled.  Likewise, all prepetition claims of Bain's subsidiary
Bain & Company Inc. United Kingdom against American Airlines,
Inc., in excess of amounts already paid to Bain & Company Inc.
United Kingdom or to Bain on account of such claims, will be
waived.

Mary Schlangenstein of Bloomberg News reported on March 2 that
AMR Corp. is  no longer using Bain & Co. as an adviser during its
bankruptcy restructuring because the consultant's "assignment has
been completed," AMR spokesman Sean Collins said.

AMR hired Bain late in 2010 to help evaluate options for
the divestiture of its American Eagle regional airline, Bloomberg
noted.  The Transport Workers Union had opposed continuing to pay
Bain as an adviser during AMR's bankruptcy, the report said.

The Debtors said in the application that the consulting services
firm, which has previously served as American Eagle's strategic
consultant, will assist the company in labor-cost assessment and
negotiations.  It will also help the company identify and
structure potential labor solutions as part of its restructuring,
and assist in the ongoing development of its business strategy.

Bain will get a monthly fee of $525,000 and reimbursed expenses.
American Eagle will also indemnify the firm for any liability that
may result in connection with its employment, according to court
papers.

"Having worked with [American Eagle's] management and its other
advisors, Bain has developed relevant experience and expertise
regarding [American Eagle] that will assist it in providing
effective and efficient services in these Chapter 11 cases," said
John Hutchinson, the company's chief financial officer.

Bain's services for American Eagle do not overlap with any other
services provided by professionals working for the other
affiliated debtors of AMR Corp., Mr. Hutchinson said, pointing out
that its employees belong to different unions and are covered by
different collective bargaining agreements.

Bain does not hold or represent interest adverse to American Eagle
or its estate, according to court papers filed by William Wade,
vice-president of the firm.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Has Approval of KPMG as Tax Consultant
---------------------------------------------------------
Judge Sean Lane approved, on a final basis, AMR Corp.'s
application to employ KPMG LLP as their tax compliance and tax
consultants, nunc pro tunc to the Petition Date.

As tax consultant, KPMG will provide analysis concerning the tax
implications of the Debtors' bankruptcy cases.  It will also
review the tax section of the Debtors' bankruptcy plan, and
administer tax claims management and schedule of tax liabilities.

The firm also agreed to provide international executive tax
services for American Airlines and its international assignees for
the past three years.

KPMG will be paid on an hourly basis for its tax consulting
services and will be reimbursed for its expenses.  The firm's
hourly rates are:

  Professionals                           Hourly Rate
  -------------                           -----------
  Partner                                   $460-$590
  Partner, Washington Nat'l. Tax/M&A             $540
  Director                                       $410
  Director, Washington Nat'l. Tax/M&A            $440
  Senior Manager                            $355-$495
  Sr. Manager, Washington Nat'l. Tax/M&A         $395
  Manager                                   $295-$410
  Manager, Washington Nat'l. Tax/M&A             $325
  Senior Associate                          $210-$300
  Sr. Associate, Washington Nat'l. Tax/M&A       $230
  Associate                                 $180-$245
  Associate, Washington Nat'l. Tax/M&A           $200

KPMG will also be paid for its tax compliance services at these
rates:

                                     Flat Rates per
  Tax Compliance Services         Debtors' Employee
  -----------------------         -----------------
  US Tax Compliance
    US Federal Income Tax Return       $1,365
    US State Income Tax Return          $465
    US Tax Equalization Calculation     $465
    Pre/Post Departure Interviews       $545
    Cost Projection                     $825
    US Hypothetical Tax Calculation     $330
  Technology Fee                         $15/active assignee/month
  US Payroll Services                   $146/hour
  Global Coordination Fee               5% of global tax services

Melisa Denis, a partner at KPMG, disclosed in a declaration that
her firm does hold or represent interest adverse to the Debtors or
their estates.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN HOME: $200MM MBS Suit vs. Citigroup Moved to State Court
-----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that U.S. District Judge
Richard J. Sullivan ruled Tuesday that Allstate Insurance Co.'s
$200 million suit over risky mortgage-backed securities bought
from Citigroup Inc. belongs in state court despite the bankruptcy
of American Home Mortgage Holdings Inc., a mortgage originator
responsible for some loans pooled in the securities.

Judge Sullivan agreed with Allstate that the Chapter 11 case of
American Home Mortgage was not relevant to the insurer's suit,
filed in February 2011 in state court, according to Law360.

                        About American Home

Defunct subprime mortgage lender American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- based in
Melville, New York, and seven affiliates filed for Chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
counsel.  The Creditors Committee also retained Hennigan, Bennett
& Dorman LLP, as special conflicts counsel.  As of March 31, 2007,
American Home Mortgage's balance sheet showed total assets of
$20,553,935,000 and total liabilities of $19,330,191,000.

AHM filed a de-consolidated plan of liquidation on Aug. 15, 2008.
The plan was confirmed in February 2009.  The plan was implemented
in November 2010.


APOLLO MEDICAL: Appoints Gary Augusta to Board of Directors
-----------------------------------------------------------
Apollo Medical Holdings, Inc., announced the appointment of Gary
Augusta to its Board of Directors.  In addition, Mr. Augusta's
investment firm - SpaGus Capital Partners - has agreed to provide
ApolloMed with working capital.

Mr. Augusta brings more than 20 years of experience as an
executive focused on private equity, growth strategy, operations,
corporate development and M&A at companies ranging from start-up
ventures to Fortune 500 companies.  He is also an experienced
investor and operator of growth businesses.

"Gary brings a wide scope of experience and expertise that will
help ApolloMed earn a growing share of the $650 billion spent
annually in the U.S. on inpatient hospital care," stated Warren
Hosseinion, M.D., Chief Executive Officer of Apollo Medical
Holdings, Inc.  "His hands-on approach, business and investor
network and ability to execute will benefit us tremendously."

Mr. Augusta currently serves as President of SpaGus Ventures LLC
and SpaGus Capital Partners, growth funds that invest in life
sciences and technology companies.  He previously co-founded and
served as President and CEO of OCTANe, an innovation development
corporation formed to start and fund biomedical, technology, green
tech and other types of innovative startup companies.

"I look forward to working with Warren and the talented ApolloMed
team to help take the company to the next level," stated Gary
Augusta.  "ApolloMed's unique patient-centric, results-driven
inpatient and post-discharge care delivery model positions it as a
leader in this market."

Earlier in his career, Mr. Augusta was Vice President of M&A and
Corporate Development at engineering and construction giant Fluor,
where he focused on internal new business creation and mergers and
acquisitions.  Prior to his tenure at Fluor, he served as a
principal at global management consulting firm A.T. Kearney, where
he focused on growth strategy, operational improvement and change
management assignments for clients including Prudential
Healthcare, FedEx, Wachovia and many others.

Other posts include serving as Executive Director of the OCTANe
Foundation for Innovation, and member of the UC Irvine CEO
Roundtable, the Keck Graduate Institute Advisory Council and the
UC Irvine Advisory Boards for both the School of Engineering and
the School of Information & Computer Science.  He serves as a
board member or advisor to several start-up companies in the
biomedical and technology industries, as well as board director
for a  publicly traded micro-cap company.

Mr. Augusta resides in Southern California. He earned a BS in
Mechanical Engineering from the University of Rhode Island and a
Master of Science and Management (MSM) from Georgia Tech.

In connection with his service to the Company as a director, Mr.
Augusta entered into the Company's form of Director Agreement,
which provides for Mr. Augusta to be a director and entitles Mr.
Augusta to receive a restricted stock grant of 400,000 shares of
the Company's Common Stock.  The shares will vest monthly at a
rate of 1/36 per month over a three year time period.

                  Warrants Issued to Mr. Schreck

The Company also issued, in connection with Mr. Schreck's
appointment as Chairman of the Board of Directors, warrants to
purchase 1,000,000 shares of Common Stock to Edward Schreck on
February 15, 2012, with that issuance being made in accordance
with an exempt private placement under Section 4(2) of the
Securities Act. 333,334 of the warrants have vested and are
currently exercisable and the remainder vest and become
exercisable as to 333,333 of the warrants on Feb. 15, 2013, and as
to 333,333 of the warrants on Feb. 15, 2014.  Mr. Shreck's
warrants have an exercise price of $0.145 per share and can be
exercised for ten years.

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

The Company reported a net loss of $156,331 in 2011 and a net loss
of $196,280 during the prior year.  The Company reported a net
loss of $293,559 for the nine months ended Oct. 31, 2011.

As reported in the Troubled Company Reporter on June 2, 2010,
Kabani & Company, Inc., in Los Angeles, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
Jan. 31, 2010.  The independent auditors noted that the Company
has an accumulated deficit of $1.24 million as of Jan. 31, 2010,
working capital of $1.07 million and cash flows used in operating
activities of $338,141.


APPLIANCE DIRECT: Court Enters Final Decree Closing Case
--------------------------------------------------------
The U.S Bankruptcy Court in Orlando, Florida, entered its final
decree on Feb. 15, 2012, closing the Chapter 11 case of Appliance
Direct.

Appliance Direct, Orlando's largest independent appliance
retailer, filed for Chapter 11 bankruptcy in April 2011.

Appliance Direct was founded in 1995 by CEO Sam Pak.  The
appliance retailer saw significant growth through the late 90's,
and into the early 2000's.  This successful start catapulted them
into becoming the largest appliance retailer in the Orlando
market.  As a result, Appliance Direct looked to gain regional
growth throughout the southeast United States, when they purchased
39 Rex locations.

The plan to expand, utilizing heavily burdened Rex stores, failed
quickly and lasted only seven months.  "We broke our format," says
Mark Salmon, President of Appliance Direct. The cost of opening
and closing those stores as well as the retreat that followed,
overwhelmed Appliance Direct, and led to the bankruptcy filings.
"During that time, not one customer lost a penny or an appliance,"
Mark reported.

When asked if they will "play it safe" in the future, Sam said
"Different yes, safe no.  Mark and I didn't come here looking for
cushy government jobs." Appliance Direct will go on marketing
their unique brand through fun and informative commercials
featuring CEO, Sam Pak. They have created a business model that
can sustain itself on very low retail margins. "The lesson we
learned is we have to always treat our business as a startup. If
it doesn't grow at the same efficiency as it did in the beginning,
then we don't do it," said Mark.

Appliance Direct has eight locations throughout central Florida
and continues to be one of the largest appliance retailers in the
country.


ARMSTRONG WORLD: S&P Affirms 'BB-' Corp. Credit Rating on Dividend
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Armstrong World Industries Inc. The rating
outlook is stable.

"At the same time, we affirmed our 'BB-' issue-level ratings on
the company's proposed upsized $1.3 billion senior secured credit
facility. The proposed upsized facility consists of a $250 million
revolving credit facility due 2015, a $250 million term loan A due
2015, and a proposed upsized $800 million term loan B due 2018.
The recovery rating remains '3', indicating our expectation for
meaningful (50% to 70%) recovery in the event of payment default,"
S&P said.

"We expect proceeds from the proposed upsized term loan B, along
with excess balance sheet cash, to be utilized to fund a special
$500 million dividend to shareholders," S&P said.

"The ratings affirmation follows Armstrong's recent announcement
that it was considering the issuance of a $500 million special
dividend to shareholders, funded through the combination of excess
balance sheet cash and a $250 million add-on to its existing term
loan B due 2018," said Standard & Poor's credit analyst Megan
Johnston. "As a result of the proposed additional debt, we expect
total adjusted leverage to increase to about 4x by year-end 2012,
compared with about 3.5x as of the end of 2011, but still be
within levels we would consider to be in line with the 'BB-'
rating. (Total adjusted leverage includes adjustments for
pensions, operating leases, and dividends and half the operating
debt from WAVE, Armstrong's ceiling grid joint venture with
Worthington Industries Inc. [BBB/Stable/--].) In addition, we
expect funds from operations (FFO) to debt to remain between 20%
and 30%, and for Armstrong to maintain total liquidity, including
cash and revolver availability, in excess of $400 million," S&P
said.  

"The affirmation also reflects our belief that Armstrong will
continue to improve profitability, despite relatively weak sales
growth, due to ongoing cost-cutting and other rationalization
efforts. We expect EBITDA to increase to about $400 million for
fiscal year 2012, including about $55 million in dividends from
WAVE, up from about $380 million in 2011 (also including $55
million in WAVE dividends)," S&P said.

"The rating outlook is stable, reflecting our view that
Armstrong's total adjusted leverage will remain 4x or below, in
line with our view of the rating, despite additional debt to fund
a proposed shareholder dividend. We also believe that Armstrong's
ongoing cost-cutting and rationalization efforts will continue to
improve EBITDA despite still-challenging economic conditions. We
also expect Armstrong to keep total liquidity, including cash and
revolver availability, in excess of $400 million," S&P said.

"We could take a negative rating action if the company continues
to increase its use of debt for additional shareholder-friendly
actions or debt-financed acquisitions, or if the ongoing weakness
in the company's end markets results in lower-than-expected
profitability. We could take a negative rating action if total
adjusted leverage exceeds 4.75x on a sustained basis, or if total
liquidity, including balance sheet cash and revolver availability,
fell below $200 million," S&P said.

"We consider a positive rating action unlikely over the near term,
given the company's aggressive financial policy toward shareholder
dividends, which we consider to be a key rating factor," S&P said.


ATLANTIC & PACIFIC: Emerges From Chapter 11 as Private Company
--------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. has successfully
consummated its financial restructuring and emerged from Chapter
11 bankruptcy protection as a privately-held company.  The United
States Bankruptcy Court of the Southern District of New York
confirmed the Company's Plan of Reorganization on Feb. 28, 2012.

As previously announced, Mount Kellett Capital Management LP, The
Yucaipa Companies LLC and investment funds managed by Goldman
Sachs Asset Management, L.P., have provided $490 million in debt
and equity financing to sponsor A&P's reorganization plan and
complete its balance sheet restructuring.  In addition, JP Morgan
and Credit Suisse arranged a $645 million exit financing facility.

"In just over one year, we have completed a thorough restructuring
of A&P's cost structure and balance sheet to build a strong
foundation for the Company's future," said Sam Martin, A&P's
President and Chief Executive Officer.  "With the full support of
our financial partners, the new A&P is committed to delivering
exceptional value and an enhanced in-store experience to all of
our customers across our more than 300 neighborhood food and drug
stores."

As part of the restructuring process, A&P assembled a new
management team with experienced executives who are proven experts
in their respective areas.  The Company also adjusted its store
footprint around its core markets, negotiated a new supply and
logistics agreement with its principal supplier, C&S Wholesale
Grocers, Inc., and worked with the Local Unions representing A&P's
associates to modify their collective bargaining agreements.  A&P
also refurbished stores, eliminated closed store leases, and
opened a brand new Superfresh store in Philadelphia's Northern
Liberties neighborhood.

Mr. Martin commented, "We greatly appreciate the support of our
associates, vendors, unions and community leaders throughout the
restructuring process, and we especially thank our customers for
their loyalty and commitment to shopping at our stores. Going
forward, we remain committed to investing in our stores and
providing our customers with new products that match their health
and wellness needs and reflect the diversity of the neighborhoods
we serve."

A&P and its subsidiaries filed voluntary Chapter 11 petitions on
Dec. 12, 2010.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.  Before filing for bankruptcy in 2010,
A&P operated 429 stores in 8 states and the District of Columbia
under the following trade names: A&P, Waldbaum's, Pathmark,
Pathmark Sav-a-Center, Best Cellars, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.  A&P had 41,000 employees
prior to the bankruptcy filing.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

The Bankruptcy Court entered an order Feb. 27, 2012, confirming
the First Amended Joint Plan of Reorganization filed Feb. 17,
2012.  The Plan provides for, among other things, a $490 million
in financing from Yucaipa Cos., cancellation of existing equity
interests and zero recovery for shareholders.


AUSSIE PET: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Aussie Pet Mobile, Inc.
        85 Enterprise, Suite 400
        Aliso Viejo, CA 92656

Bankruptcy Case No.: 12-13141

Chapter 11 Petition Date: March 12, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Mark S. Wallace

Debtor's Counsel: Marvin Maurice Oliver, Esq.
                  LAW OFFICE OF MARVIN M. OLIVER
                  13522 Newport Ave., Suite 201
                  Tustin, CA 92780
                  Tel: (714) 734-8700
                  Fax: (714) 734-0202
                  E-mail: moliverlaw@mindspring.com

Scheduled Assets: $1,768,462

Scheduled Liabilities: $8,379,560

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-13141.pdf

The petition was signed by Ian W. Moses, president/CEO.


AVIS BUDGET: S&P Gives 'BB' Rating on $500-Mil. Term Loan C
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to Avis Budget Car Rental LLC's $500 million term loan C
maturing 2019. "We also assigned a '1' recovery rating to this
issue to indicate our expectation that lenders would receive very
high (90%-100%) recovery of principal in the event of a payment
default. Avis Budget Car Rental LLC is the major operating
subsidiary of Avis Budget Group Inc. The company will use proceeds
to pay off existing term loan Bs," S&P said.

"The ratings on U.S.-based Avis Budget Group Inc. (parent of the
Avis and Budget car rental brands and the Budget consumer truck
rental brand) reflect the company's 'aggressive' financial risk
profile (according to Standard & Poor's criteria definitions) and
the price-competitive and cyclical nature of on-airport car
rentals. The ratings also incorporate the company's position as
a major global car rental company after the Oct. 3, 2011,
acquisition of U.K. car renter Avis Europe PLC and the relatively
stable cash flow its businesses generate, even during periods of
economic weakness, due to the large noncash depreciation component
of cash flow," S&P said.

"The long-term rating outlook is stable. We expect Avis Budget's
credit metrics to remain relatively consistent over the next two
years as the company integrates Avis Europe's operations. We
expect combined revenues, earnings, and cash flow to offset the
incremental acquisition debt. We could raise the ratings if, over
the next 12-18 months, Avis Budget benefits more than we currently
expect from the integration, resulting in the adjusted operating
margin (after depreciation) improving to greater than 15% over a
sustained period. However, we consider this scenario unlikely in
2012. We also believe a ratings downgrade is unlikely, but we
could take such an action if industry conditions weaken and the
integration does not provide the expected benefits, causing the
operating margin (after depreciation) to decline to less than 10%
for a sustained period," S&P said.

RATINGS LIST
Avis Budget Group Inc.
Avis Budget Car Rental LLC
Corporate credit rating                  B+/Stable/--

Ratings Assigned
Avis Budget Car Rental LLC
Senior secured
  $500 million term loan C due 2019       BB
  Recovery rating                         1


AVIV HEALTHCARE: Moody's Assigns 'B1' Rating to Add-On Issuance
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the add-on
offering of senior unsecured notes of Aviv Healthcare Properties
Limited Partnership currently being marketed. The rating outlook
is stable.

Ratings Rationale

The proceeds of the add-on issuance are expected to be used to
reduce the amounts outstanding under Aviv's secured acquisition
facility due 2015 (with two one-year extensions to 2017). This is
a credit positive both from the perspective of extending debt
maturities (to 2019) and in terms of replacing secured debt with
unsecured.

Aviv's B1 senior unsecured rating continues to reflect the REIT's
success at profitably operating a nationally diversified portfolio
of skilled nursing facilities (SNFs), as well as its small size
and its private company status. SNF's are characterized by
relatively low profitability, as well as by heavy dependence on
government reimbursements. Moody's notes that Aviv has sought to
address these risks via diversification among 26 states and 35
operators. In doing so, Aviv has endeavored to choose states with
more predictable reimbursement regimes and more favorable
operating environment. In addition, although many of Aviv's
operators are smaller private firms, Aviv has maintained long-term
relationships with its tenants for many of which it is the only or
the largest landlord.

Aviv's credit profile is solid for the rating category with
effective leverage of approximately 57% and secured leverage
expected to decline closer to 22% following the add-on issuance.
Despite the increased interest cost of the bond offering, Aviv's
fixed charge is expected to remain over 2.0x. Positively, Aviv's
liquidity will be enhanced with additional capacity under its
acquisition facility.

The stable outlook reflects Aviv's predictable cash flow from its
long term triple net leases and no debt maturities until 2015.
These credit positives are counterbalanced by Aviv's small size
and operating focus on a relatively less profitable sector which
tends to be subject to uncertainty associated with government
reimbursement, as well as its private company status.

A rating upgrade would be difficult in the short-term, and would
be predicated upon the REIT increasing its size to over $1 billion
in gross assets, with secured debt under 30% of gross assets and
fixed charge coverage consistently above 2.5x. Improvement in the
size and quality of Aviv's unencumbered pool, as well as ample
liquidity at all times, would also be needed for an upgrade.

Negative rating movement would most likely be precipitated by a
deterioration in Aviv's credit profile beyond current levels, any
liquidity concerns, or operational challenges resulting in a
significant decline in the level of rent collections.

The following ratings were assigned with a stable outlook:

Aviv Healthcare Properties Limited Partnership -- senior unsecured
debt rating at B1

Moody's last rating action with respect to Aviv was on
January 24, 2011, when Moody's assigned a B1 rating to the senior
unsecured notes offering of Aviv Healthcare Properties Limited
Partnership (Aviv) and a Ba3 corporate family rating to Aviv.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.

Aviv is a private, Chicago-based real estate company, organized as
a REIT, with a primary focus on owning, acquiring and developing
skilled nursing facilities (SNFs). Aviv generates its revenues by
entering into long-term triple-net leases with local, regional and
national operators throughout the US. At December 31, 2011, Aviv
had $951 million in assets and $247 million in equity.


AVIV REIT: S&P Keeps 'B+' Senior Unsecured Notes Rating on Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' rating for Aviv
REIT Inc.'s senior unsecured notes is unaffected by the company's
add-on offering of $75 million senior unsecured notes. The notes
have a 7.75% coupon and mature on Feb. 15, 2019. The company will
use proceeds to repay roughly $72 million under the existing
secured acquisition facility. The offering is the second add-on to
the company's $200 million senior unsecured issue on Feb. 4, 2011.

"Chicago-based Aviv is a private owner of skilled nursing
facilities in the U.S., with 225 owned or managed properties
housing 20,875 licensed beds. The company finances predominantly
local and regional nursing home operators through the sale and
leaseback of properties with long-term triple-net leases. Aviv is
among the smallest of the REITs we rate and has an undepreciated
book asset value of approximately $1 billion, which equates to a
moderate $44,000 average cost per bed. However, the company
maintains a geographically diverse portfolio of properties in 26
states with concentrations in California (17%), Texas (13%), Ohio
(9%), Arkansas (8%), Pennsylvania (8%), and Missouri (7%)," S&P
said.

"The transaction reduces Aviv's secured debt to 38% of total
outstanding debt from 100% at year-end 2010. While the company's
interest costs will increase due to this add-on, we believe that
Aviv's credit profile will ultimately benefit from the reduction
in floating-rate debt and additional progress unencumbering its
asset base. For more information on our rating on Aviv REIT,
see our full analysis, 'Aviv REIT Inc.,' published Feb. 13, 2012,
on RatingsDirect on the Global Credit Portal," S&P said.

Ratings List

Ratings Outstanding

Aviv REIT Inc./
Aviv Healthcare Properties L.P./
Aviv Healthcare Capital Corp.
Corporate credit       B+/Stable/--
  Senior unsecured     B+
   Recovery rating     3


BERNARD L. MADOFF: Dist. Judge to Oversee $100-Mil. Maxam Suit
--------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that U.S. District
Judge Jed S. Rakoff on Wednesday agreed to oversee the Bernard L.
Madoff liquidation trustee's suit against Maxam Absolute Return
Fund Ltd. seeking $100 million in connection with the imprisoned
fraudster's Ponzi scheme.  Judge Rakoff granted a motion to
withdraw the bankruptcy reference to address a handful of issues
surrounding the suit, Law360 relates.

                        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. 8, 2012, Mr. Picard has recovered $8.7 billion for
investors.  A total of $325.5 million has been distributed to
investors.

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.


BI-LO: S&P Affirms 'B' Corp. Credit Rating; Off Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B' corporate
credit rating on the Greenville, S.C.-based BI-LO, LLC (BI-LO) and
removed the ratings from CreditWatch with negative implications.

"At the same time, we revised the recovery rating on the company's
$285 million senior secured second- lien notes to '5' from '4' and
consequently lowered the issue-level rating on the notes to 'B-'
from 'B'. The '5' recovery rating indicates our expectation of
modest (10% to 30%) recovery of principal in the event of default,
and the notes are now rated one notch below the corporate credit
rating. This action comes after the company closed on its purchase
of the Jacksonville, Fla.-based Winn-Dixie Stores Inc. (Winn-
Dixie)," S&P said.

"The recovery rating on the company's notes reflects our
expectation of weaker recovery prospects in the event of a payment
default for second-lien note holders, which is a result of the
increased priority debt," said Standard & Poor's credit analyst
Charles Pinson-Rose. He added, "The combined company now has the
ability to borrow up to $700 million on its ABL revolving credit
facility, which was previously $100 million."

"We increased our estimate of the company's enterprise value upon
emergence of a default pursuant to the Winn-Dixie acquisition. The
increase, however, did not completely compensate for the larger-
sized revolving credit facility and therefore worsened the
recovery prospects for second- lien note holders, in our view,"
S&P said.

"The outlook is stable. This incorporates our expectation that the
company will improve credit metrics with moderate profit growth
and debt reduction from free cash flow. We would consider a higher
rating if management successfully implements its strategic
operational initiatives at Winn-Dixie, BI-LO continues with is
positive operating trends, and the combined company improves debt
leverage to the mid-4x area and FFO to debt to approximately 18%.
We forecast this would occur with about 15% EBITDA growth and debt
reduction of $125 million. We believe such a scenario could occur
in about two years. However, we would want to be sure that the
company's financial policies and its private equity sponsor would
be such that the company would maintain credit ratios appropriate
for a higher rating," S&P said.

"Conversely, we would consider a lower rating if debt leverage was
in the mid-6x area, which could occur with a 15% decline in
EBITDA. This could in turn occur with only 1% sales growth and
about 50 basis points of EBITDA margin contraction at the combined
company," S&P said.


BIG WEST: S&P Withdraws 'B+' Rating
-----------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' rating on Big
West Oil LLC at the request of the company.


BLUEKNIGHT ENERGY: Reports $33.5 Million Net Income in 2011
-----------------------------------------------------------
Blueknight Energy Partners, L.P., filed with the U.S. Securities
and Exchange Commission its Annual Report on Form 10-K disclosing
net income of $33.47 million on $176.70 million of total revenue
for the year ended Dec. 31, 2011, compared with a net loss of
$23.79 million on $152.62 million of total revenue during the
prior year.

The Company reported net income of $7.58 million on $45.58 million
of total revenue for the three months ended Dec. 31, 2011,
compared with a net loss of $13.19 million on $39.09 million of
total revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $304.75
million in total assets, $246.95 million in total liabilities and
$57.79 million in total partners' capital.

"Our financial results for the fourth quarter of 2011 reflect the
successful completion of the recapitalization and resolution of
predecessor litigation.  The recent payment of a quarterly
distribution on our common units is a significant achievement.  
Our first distribution since 2008, the payment is an indicator of
the progress we have made to lay a foundation to support growth as
we meet increased demand for our midstream services," commented J.
Michael Cockrell, Blueknight Energy Partners' president and chief
operating officer.

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

                        http://is.gd/fnEl38

                      About Blueknight Energy

Blueknight Energy Partners, L.P. (Pink Sheets: BKEP)
-- http://www.bkep.com/-- provides integrated terminalling,
storage, processing, gathering and transportation services for
companies engaged in the production, distribution and marketing of
crude oil and asphalt product. It provides services for the
customers, and its only inventory consists of pipeline linefill
and tank bottoms necessary to operate the assets. It has three
operating segments: crude oil terminalling and storage services,
crude oil gathering and transportation services, and asphalt
services.


BMS REAL ESTATE: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: BMS Real Estate Solutions, LLC, Outside U. S.
        1001 Service Road East
        Suite 103
        Covington, LA

Bankruptcy Case No.: 12-10336

Chapter 11 Petition Date: March 13, 2012

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Tristan Manthey, Esq.
                  HELLER, DRAPER, PATRICK & HORN, LLC
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130-6103
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  E-mail: tmanthey@hellerdraper.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 seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/lamb12-10336.pdf

The petition was signed by Brett Oubre, manager.


BRE PROPERTIES: Fitch Affirms Rating on Preferred Stock at 'BB+'
----------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for BRE Properties,
Inc. (NYSE: BRE) to Positive from Stable.  In addition, Fitch has
affirmed the following credit ratings:

  -- Issuer Default Rating (IDR) at 'BBB';
  -- Unsecured revolving credit facility at 'BBB';
  -- Senior unsecured notes at 'BBB';
  -- Convertible senior notes at 'BBB';
  -- Preferred stock at 'BB+'.

The ratings affirmations reflect Fitch's view that BRE's
multifamily portfolio fundamentals will continue to improve in
2012 and 2013, following same-store NOI declines of -6.4% and -
3.7% in 2009 and 2010, respectively.  The Outlook revision to
Positive is driven by BRE's improvement of its leverage and
coverage metrics and by Fitch's expectation that BRE's near- to
medium-term credit profile will improve to a level more consistent
with a 'BBB+' IDR, for a multifamily REIT which owns properties in
coastal California and Seattle.

BRE has meaningfully reduced debt on an absolute and relative
basis since 2007 through raising equity, selling non-core assets
and reducing development spending.  Leverage improved to 7.0 times
(x) as of Dec. 31, 2011 from 8.1x and 8.4x as of Dec. 31, 2010 and
Dec. 31, 2009, respectively.  Fitch expects BRE's leverage to
continue to decline through organic de-levering (EBITDA growth),
remaining between mid-6.0x to 7.0x, a range appropriate for a
'BBB+' rating.  In a stress case not anticipated by Fitch
resulting in negative same-store NOI, leverage could sustain above
8.0x, which would be appropriate for a 'BBB-' IDR.  Fitch defines
leverage as net debt divided by recurring operating EBITDA.

Additionally, BRE's fixed charge coverage ratio has improved to
2.2x for 2011, as compared to 1.9x for 2010, and Fitch expects
this metric to improve to between 2.5x-3.0x as fundamentals
improve, a range appropriate for a 'BBB+' IDR.  In a stress case
not anticipated by Fitch resulting in negative same-store NOI,
fixed-charge coverage could sustain below 2.0x, which would be
appropriate for a 'BBB-' IDR.  Fitch defines fixed charge coverage
as recurring operating EBITDA less renewal and replacement capital
expenditures, divided by interest expense, capitalized interest
and preferred stock dividends.

The company has improved the quality of its portfolio over the
last few years through approximately $200 million of dispositions
in non-core markets.  As such, the vast majority of assets are now
located in supply constrained, coastal California markets.  Fitch
views the strategy of owning assets in supply-constrained coastal
markets as a credit positive as these markets also exhibit solid
demand factors such as high cost of for-sale single-family housing
and proximity to solid job growth markets.

Fitch expects that BRE's portfolio will continue to experience
positive operating fundamentals for the next few years with same
store NOI growth between 4% and 6% each year through 2014.  The
company should benefit from the stabilization of properties under
development and recently acquired properties contributing to
recurring operating EBITDA.

Given California's Proposition 13 tax-related consequence of
selling assets, the company has traditionally utilized development
as an essential component for growth.  The sizeable scale of BRE's
development pipeline has historically been a credit concern and
negatively impacted the company's leverage ratios.  In 2011,
citing positive market fundamentals, the company restarted its
development pipeline.  Although not all costs are contractual nor
within Fitch's time horizon, the pipeline's costs will total $1.3
billion of which $935 million remains unfunded.  BRE's management
intends to front-end its development activity and indicated future
development advances will not surpass $200-$250 million annually.  
Fitch does not view the current pipeline as a significant concern
given the positive operating fundamentals, project-specific sub-
market supply and strong liquidity profile, although Fitch notes
the inherent risks in development.

The company's geographic concentration offsets to a degree the
credit positive of the company's supply-constrained market focus
strategy.  82.5% of same store NOI in 2011 was derived from the
state of California (Fitch rates California's general obligation
bonds 'A-'; Outlook Stable), with 23% of 2011 NOI from San Diego,
21% from the San Francisco Bay Area, 18% from Orange County, and
15% from Los Angeles.  While BRE's SSNOI performance has been in
line with a market-weighted PPR index, Fitch notes the seismic
risks of the state and the potential for government budget
dynamics to pressure property taxes.

The Positive Outlook centers on Fitch's expectation that BRE's
credit profile will improve to be consistent with a 'BBB+' rating,
supported by management's commitment to reduce leverage through
equity raises to offset development risks or should operating
fundamentals deteriorate.

Further, BRE continues to access various sources of capital and
maintain a strong liquidity profile.  For the period of Jan. 1,
2012 to Dec. 31, 2013, Fitch calculates that BRE's sources of
liquidity (cash, availability under its unsecured revolving credit
facility and projected retained cash flows from operating
activities after dividends and distributions and adjusting for the
company's increased dividend) exceed uses of liquidity (debt
maturities and amortization and projected renewal and replacement
capital expenditures) by 3.4x, which is strong for the current
'BBB' rating.  Driving the strong liquidity coverage is BRE's
minimal near term maturing debt; the next large debt maturity is a
$300 million unsecured notes maturity in 2017.

In addition, BRE maintains a strong level of unencumbered assets
that provides solid coverage of unsecured debt for the rating
category.  Fitch calculates that BRE's ratio of unencumbered
operating real estate to net unsecured debt (UAUD), ranges from
2.4x to 3.2x using a range of capitalization rates with a UAUD
midpoint of 2.7x.  This midpoint has improved from 2.4x and 1.9x
as of Dec. 31, 2010 and Dec. 31, 2009, respectively, providing
increasing cushion to unsecured bondholders.

The financial covenants in the company's unsecured debt agreements
do not limit BRE's financial flexibility.

The two-notch differential between BRE's IDR and its preferred
stock ratings is consistent with Fitch's criteria for corporate
entities with a 'BBB' IDR.  Based on Fitch's report 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

The following factors may result in an upgrade to 'BBB+':

  -- Leverage, defined as net debt to recurring operating EBITDA,
     sustaining below 7.0x for several quarters (leverage was 7.0x
     as of Dec. 31, 2011);
  -- Fixed charge coverage sustaining above 2.5x for several
     quarters (coverage was 2.2x for the year ended Dec. 31,
     2011).

The following factors may result in negative momentum on the
ratings and Rating Outlook:

  -- Leverage levels sustaining above 8.0x for several consecutive
     quarters;
  -- Fixed-charge coverage sustaining below 2.0x for several
     consecutive quarters;
  -- If operating fundamentals relapse similar to the environment
     of 2009 in the near term, rather than remaining strong.


CHOCTAW RESORT: Moody's Raises Corporate Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service raised Choctaw Resort Development
Enterprise's Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) to Caa1 from Caa3 after the Enterprise
completed a refinancing of its bank debt that extended its debt
maturities and improved its liquidity profile. At the same time,
Moody's also upgraded the rating of Choctaw's senior unsecured
notes to Caa1 from Caa3. The rating outlook is stable.

Choctaw Resort recently entered into a new $78 million senior
secured term loan agreement due February 2017 (unrated by Moody's)
with various lenders. The proceeds from the new loan were mainly
used to fully repay the Enterprise's pre-existing bank term loan
that was scheduled to mature in May 2012. Moody's has withdrawn
the rating on the pre-existing term loan.

The rating action is as follows:

Ratings upgraded:

Corporate Family Rating - to Caa1 from Caa3

Probability of Default Rating -- to Caa1 from Caa3

$118.5 million senior unsecured notes due 2019 -- to Caa1(LGD4,
56%) from Caa3 (LGD4, 56%)

Rating withdrawn:

Senior Secured Term Loan due 2012 at Caa2 (LGD3, 41%)

Ratings Rationale

The rating upgrade reflects Choctaw Resort's improved liquidity
profile and corresponding decline in near-term default risk after
the completion of the term loan refinancing. The action also
recognizes the completion of the fiscal year 2011 audit by the
Enterprise's new external auditor who issued an unqualified
opinion. However, the Caa1 rating also incorporates several key
factors Moody's continues to view as credit weaknesses that will
constrain any rating upside in the near term. These factors
include but are not limited to: 1)Accounting and financial control
issues; 2) management stability at both the Enterprise and the
Choctaw Tribe -- the owner of the resort casino; and 3) corporate
governance and transparency.

"While we recognize the initiatives/changes the Enterprise and the
Tribe are making collectively in order to restore creditability
with investors, they have yet to demonstrate their continued
commitment and effort to improve their financial discipline,
transparency and corporate governance, as well as to establish a
more stable professional management team at the gaming operation,"
commented Moody's lead analyst John Zhao. These factors are
important rating drivers given the series of past events that led
to Choctaw's recent financial distress.

The Caa1 CFR also reflects Choctaw's small size, earnings
concentration in a single jurisdiction and relatively low
population density in its primary market. In addition, Moody's
remains concerned about the deteriorated gaming revenue trend at
the Enterprise's Pearl River Resort since the second half of 2011
attributable to continued weakness in the local economy in its
primary gaming markets in Mississippi and Alabama. The rating also
incorporates Moody's view that tribal distributions are somewhat
aggressive in that the amount to be distributed will likely be
maximized as per the credit agreement and bond indenture.

The stable rating outlook anticipates that Choctaw's credit
metrics will remain solid and its liquidity adequate in the next
12 months. Additionally, while some clarifications were made with
regard to the nature of the FBI investigation at the casino since
July 2011, the investigation is on-going. Moody's will continue to
monitor further development from this investigation and assess
potential rating implications as appropriate.

While a rating upgrade is unlikely in the near term, positive
ratings pressure could develop if no further issues arise
concerning the quality of the Enterprise's financial reporting or
its internal controls. A higher rating would also require Choctaw
to demonstrate the longer-term viability of its operations by
establishing a stable management structure and by reversing the
recent negative gaming revenue/earnings trend at Pearl River
Resort.

Conversely, any factors/events that could debilitate the gaming
operations would likely result in downward pressure, including an
adverse development in the FBI investigation, turnover at
management and a deterioration in liquidity.

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

Choctaw Resort is a component unit of the Mississippi Band of
Choctaw Indians, which was created by the Tribe in October 1999 to
run its gaming operations. It owns and operates in central
Mississippi the Silver Star Hotel and Casino, the Golden Moon
Hotel and Casino and the Bok Homa Casino, which commenced
operations in 1994, 2002 and 2010, respectively.


CIT GROUP: Offers $75 Million to Settle Shareholders Class Suit
---------------------------------------------------------------
Reuters reports that CIT Group Inc on March 13, 2012, asked Judge
Barbara Jones of the U.S. District Court for the Southern District
of New York to approve a $75 million settlement proposal with
former CIT shareholders in a class-action securities fraud lawsuit
over actions preceding the large commercial lender's 2009
bankruptcy.

According to the report, the preliminary settlement, which was
submitted for Judge Jones' approval, would put an end to a lawsuit
brought on behalf of purchasers of CIT securities from Dec. 12,
2006 to March 5, 2008.  CIT once lent to 1 million small- and mid-
sized businesses, but filed one of the five largest bankruptcies
in U.S. history on Nov. 1, 2009, after loan losses surged.  The
New York-based company emerged in 2010 after a prepackaged
reorganization, the report notes.

The report relates CIT and the plaintiffs called the settlement a
"very good result" and urged the judge to grant her initial
approval of the proposed deal.  The deal calls for CIT to pay
$75 million in cash to be distributed among class members.

The report notes, in refusing to dismiss the case two years ago,
Judge Jones said the investors had sufficiently alleged they were
misled by CIT officials.  The plaintiffs had accused CIT of
failing to disclose a lowering of credit standards,
misrepresenting the performance of subprime mortgage and student
loan portfolios.

The plaintiffs, the judge said, had also adequately shown CIT
directors sometimes approved the lowered lending standards while
touting a "conservative" and "disciplined" approach to subprime
lending, and learned of the weakened loan portfolios while
publicly saying CIT would suffer "minimal" losses, the report
says.

The report adds the lead plaintiff in the case is Pensioenfonds
Horeca & Catering, a pension fund for the Dutch hospitality and
catering industry.  Former CIT Chief Executive Jeffrey Peek is
named as a defendant in the lawsuit.  Mr. Peek was replaced by
John Thain, who previously held the same role at Merrill Lynch &
Co and NYSE Euronext.

                        About CIT Group

Bank holding company CIT Group Inc. and affiliate CIT Group
Funding Company of Delaware LLC filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 09-16565) on Nov. 1, 2009, with a prepackaged
Chapter 11 plan of reorganization.  Evercore Partners, Morgan
Stanley and FTI Consulting served as the Company's financial
advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as
legal counsel in connection with the restructuring plan.  Sullivan
& Cromwell served as legal advisor to CIT's Board of Directors.

The Court validated the vote of CIT's impaired classes of
creditors and confirmed the Plan on Dec. 8, 2009.  The Plan
provided for the conversion to equity or reinstatement of seven
classes of debt issued primarily in the form of notes and
debentures; one class of unsecured notes was exchanged for new
debt.  General unsecured creditors, including holders of claims
arising from the rejection of executory contracts, were paid in
full and deemed unimpaired.  Holders of preferred and common
stock, as well as subordinated claims, received no recovery.

CIT emerged from bankruptcy protection on Dec. 11, 2009.

                          *     *     *

In February 2012, Moody's Investors Service upgraded CIT's
Corporate Family Rating to B1 from B2, recognizing CIT's
achievements in strengthening its liquidity profile by
diversifying funding sources, extending debt maturities, and
reducing the level of encumbered assets.

Dominion Bond Rating Service also has upgraded CIT's ratings,
including its Issuer Rating to BB (low) from B (high).


CLARE AT WATER: Janet McDermott Joins Creditors' Committee
----------------------------------------------------------
Patrick S. Layng, the U.S. Trustee for Region 11, pursuant to 11
U.S.C. Sec. 1102(a) and (b), has appointed Janet McDermott to the
Official Committee of Unsecured Creditors of The Clare At Water
Tower in place of William J. McDermott, recently deceased.  The
panel now consists of:

     1. E. Tryban Telser
        City of Chicago Esther
        Department of Law
        30 North LaSalle, Room 1400
        Chicago, IL 60602

     2. Brian Tretiak
        Sodexo America, LLC
        6081 Hamilton Boulevard
        Allentown, PA 18106

     3. Philip Graff
        The Estate of Dolores Graff
        1038 Asbury
        Evanston, IL 60202

     4. Richard H. Harris
        1800 North Prospect Avenue, #16D
        Milwaukee, WI 53202

     5. Beatrice Lehman
        55 East Pearson Street, #4904
        Chicago, IL 60611

     6. Betty Bergstrom
        55 East Pearson Street, #4704
        Chicago, IL 60611

     7. Janet McDermott Same
        55 East Pearson Street, #3106
        Chicago, IL 60611

                   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.


CLOVIS VILLAGE: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Clovis Village Limited, LLC
        1 Pointe Drive
        Suite 330
        Brea, CA 92821

Bankruptcy Case No.: 12-13158

Chapter 11 Petition Date: March 12, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Catherine E. Bauer

Debtor's Counsel: Kathy Bazoian Phelps, Esq.
                  DANNING, GILL, DIAMOND & KOLLITZ, LLP
                  1900 Ave of the Stars 11th Fl
                  Los Angeles, CA 90067
                  Tel: (310) 277-0077
                  Fax: (310) 277-5735
                  E-mail: kphelps@dgdk.com

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

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

A list of the Company's 10 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-13158.pdf

The petition was signed by Robert M. Clark, president of managing
member of manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Bakersfield Grove Limited LLC


COMMERCIAL VEHICLE: Reports $18.6 Million Net Income in 2011
------------------------------------------------------------
Commercial Vehicle Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $18.59 million on $832.02 million of revenue for the
year ended Dec. 31, 2011, compared with net income of $6.48
million on $597.77 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $406.88
million in total assets, $394.11 million in total liabilities and
$12.77 million in total equity.

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

                        http://is.gd/6WaqdU

                    About Commercial Vehicle Group

New Albany, Ohio-based Commercial Vehicle Group, Inc., (Nasdaq:
CVGI) supplies fully integrated system solutions for the global
commercial vehicle market, including the heavy-duty truck market,
the construction and agricultural markets, and the specialty and
military transportation markets.  The Company has facilities
located in the United States in Arizona, Indiana, Illinois, Iowa,
North Carolina, Ohio, Oregon, Tennessee, Virginia and Washington
and outside of the United States in Australia, Belgium, China,
Czech Republic, Mexico, Ukraine and the United Kingdom.

                           *     *     *

In the Oct. 4, 2011, edition of the TCR, Moody's Investors Service
upgraded Commercial Vehicle Group, Inc.'s Corporate Family Rating
to B2 from B3, and Probability of Default Rating to B2 from B3.
The B2 CFR reflects modest size, relatively high debt leverage,
and exposure to highly cyclical commercial vehicle end markets.
Demand for commercial vehicle components is primarily sensitive to
economic cycles, fleet age, and regulatory implementation
schedules.  The CFR considers the substantial cash balance and
absence of funded debt maturities until 2019.  Moody's recognizes
CVGI's demonstrated ability to manage its cost structure and
working capital position to minimize cash burn in a challenging
economic environment.  Moody's believes the company is positioned
to benefit from additional modest improvement in commercial
vehicle build rates at least through mid 2012 and has sufficient
liquidity to support associated working capital needs.

As reported by the TCR on April 12, 2011, Standard & Poor's
Ratings Services said it raised its corporate credit rating on New
Albany, Ohio-based Commercial Vehicle Group Inc. (CVG) to 'B-'
from 'CCC+'.  "The upgrade reflects our assumption that CVG can
improve EBITDA and cash flow in the next two years, because we
believe commercial truck production volumes will continue to rise
year-over-year in 2011 and 2012," said Standard & Poor's credit
analyst Nancy Messer.  Heavy-duty truck production increased by a
meaningful 30% in 2010, leading to a 30% year-over-year sales
increase.


CONTAINER STORE: S&P Rates Corporate Credit 'B-'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to Coppell, Texas-based The Container
Store Inc. "At the same time, we assigned our preliminary 'B-'
issue level rating (the same as the preliminary corporate credit
rating) with the preliminary '4' recovery rating to the company's
proposed $275 million term loan facility. The company plans to use
proceeds from the facility to refinance its domestic bank loan and
mezzanine notes. The outlook is stable," S&P said.

"The ratings reflect Standard & Poor's view that The Container
Store Inc. has a 'highly leveraged' financial risk profile, as
defined in our criteria, resulting from the 2007 leveraged buyout
of the company by Leonard Green & Partners L.P.," said Standard &
Poor's credit analyst Mariola Borysiak. She added, "This
acquisition added a substantial amount of debt to the company's
balance sheet and led to a significant weakening of cash flow
protection measures."

"Moreover, The Container Store's postbuyout capital structure
includes preferred equity, which accrues dividends. We see this
security as a means for extracting cash, if the credit facility is
amended in the future to provide for this, and we would anticipate
the replacement of the preferred stock with debt upon a future
change in control. As such, we treat this preferred stock and the
accrued dividend as debt in our ratio calculation, according to
our criteria," S&P said.

"Our ratings outlook is stable. Although we anticipate modest
operational gains and adequate liquidity over the near term, we
believe that credit metrics will remain deep within levels
indicative of a highly leveraged financial risk profile, with
leverage above 10x and EBITDA interest coverage below 1.0x," S&P
said.

"We could consider a downgrade if operating performance
significantly deteriorates, likely the result of increased
competitive pressure or weaker retail conditions. Specifically,
this would result in covenant cushion declining to below 15%,
stressing the company's liquidity position. An upgrade is not
likely in the near term, given our expectations for consistently
weak credit measures resulting from increasing preferred stock,"
S&P said.


CRAWFORD CONSULTING: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Vanessa Small at the Washington Post reports that Crawford
Consulting and Mental Health Services Inc. located at 6490
Landover Rd., Landover, Maryland, has filed for Chapter 11
protection (Case No. 12-14007).  Raouf M. Abdullah represents the
Company.  The Company estimated both assets and debts of $100,000,
and $500,000.  The Company owes $29,138 to unsecured creditor Joel
Ganz.


CRESTWOOD HOLDINGS: S&P Affirms 'B-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Houston-based Crestwood Holdings LLC and 'B'
corporate credit rating on operating subsidiary Crestwood
Midstream Partners L.P. "We also assigned a preliminary 'CCC+'
issue rating to Holdings proposed $400 million term loan B due
2018, pending our review of final documentation. At the same time,
we assigned a preliminary '5' recovery rating to this loan,
indicating the expectation of modest (10% to 30%) recovery if a
payment default occurs. CMLP's 'B-' senior unsecured issue rating
and '5' recovery rating remain unchanged. The outlook is stable
for both entities," S&P said.

"The ratings affirmations reflect our view that the acquisition is
neutral for Holdings' and CMLP's overall credit profiles. CMLP's
business risk profile will benefit from additional geographic and
customer diversity, reducing its exposure to the Barnett Shale and
Quicksilver Resources Inc.'s (B+/Stable/--) drilling program.
Holdings will get about 20% of its cash flow via distributions
from its 65% ownership in Crestwood Marcellus Midstream, the
joint venture with CMLP (35% ownership)," S&P said.

"In our opinion, significantly higher financial leverage offsets
these benefits. In 2012, we expect Holdings' stand-alone leverage
to increase to about 5.75x from 4x in 2011, and consolidated
leverage to remain unchanged at about 6.1x," said Standard &
Poor's credit analyst Michael Grande.

"The stable outlook on CMLP reflects our view that the partnership
will maintain stand-alone debt to EBITDA of about 4x. A higher
rating is unlikely at this time because of CMLP's limited scale
and high consolidated leverage. However, a higher rating is
possible over time if we believed Holdings could maintain
consolidated leverage of 4x or less. We could lower the rating on
CMLP if a decrease in volumes causes cash flow to decline and
financial ratios to deteriorate, such that stand-alone debt to
EBITDA remains above 5x for an extended period," S&P said.


CROSS BORDER: BlackRock Nominates Five Persons to Board
-------------------------------------------------------
Red Mountain Resources, Inc., and Black Rock Capital, Inc., on
Dec. 12, 2011, filed a complaint in the District Court for Clark
County, Nevada, seeking (i) an order directing Cross Border
Resources, Inc., to conduct an annual meeting for the election of
directors and (ii) a declaration by the District Court that a
proxy solicitation conducted by RMR and Black Rock in connection
with that Annual Meeting and in accordance with applicable rules
and regulations would not, in and of itself, constitute or be
deemed an "Association," for the purposes of, and as that term is
defined, in the Company's Bylaws.

On Feb. 21, 2012, RMR, Black Rock, Alan W. Barksdale, Paul N.
Vassilakos, Richard Y. Roberts, Lynden B. Rose, Randell K. Ford
and William F. Miller, III, filed with the Securities and Exchange
Commission a preliminary consent solicitation statement in
connection with its anticipated solicitation of written consents  
from the stockholders of the Company to consent to the following
actions without a stockholders' meeting, as authorized by Section
78.320 of the Nevada Revised Statutes:

   * Amend Article IV, Section 15 of Issuer's Bylaws to provide
     that stockholders have the ability to fix the size of the
     Issuer's Board of Directors and to increase the size of the
     Board to eleven directors;

   * Amend Article IV, Section 18 of the Bylaws to allow newly
     created directorships resulting from an increase in the size
     of the Board to be filled by a vote of the stockholders;

   * Subject to approval of the above actions, elect each of Alan
     W. Barksdale, Paul N. Vassilakos, Richard Y. Roberts, Lynden
     B. Rose, Randell K. Ford and William F. Miller, III, to serve
     as a director of the Issuer;

   * Repeal the amendments to the Bylaws adopted by the Board on
     Nov. 14, 2011, which added Article XIII - Acquisition of a
     Controlling Interest; and

   * Remove the power of the Board to amend the Bylaws prior to
     the next annual meeting of stockholders and repeal any
     provision of the Bylaws adopted by the Board in effect at the
     time this proposal becomes effective that was not included in
     the Bylaws as of Feb. 21, 2012.

The Group is seeking to add six independent directors to the
Issuer's Board because it does not believe the current Board is
acting in the best interests of the Issuer's stockholders and that
new independent directors are necessary in order to enhance
stockholder value.  The Group believes the approval of the actions
will provide the Issuer with qualified and committed directors
who, in accordance with their respective fiduciary duties as
directors, will provide proper oversight and direct management to
take decisive steps to maximizing stockholder value.

On March 9, 2012, Black Rock delivered to the Issuer a "Notice of
Stockholder Nomination of Individuals as Directors and Submission
of Business Proposals at the 2012 Annual Meeting of Stockholders
of Cross Border Resources, Inc."  Therein, Black Rock notified the
Issuer of its intention to submit the following business proposals
at the Issuer's 2012 Annual Meeting:

   * Repeal the amendments to the Bylaws adopted by the Board on
     Nov. 14, 2011, which added Article XIII - Acquisition of a
     Controlling Interest; and

   * Repeal any provision of the Bylaws adopted by the Board that
     is in effect at the time this proposal becomes effective that
     was not included in, or otherwise a part of the Bylaws in
     effect as of the close of business on Feb. 26, 2012.

Black Rock also notified the Issuer of its intention to nominate
Messrs. Barksdale, Vassilakos, Roberts, Ford and Miller to be
elected to the Board at the 2012 Annual Meeting.

Red Mountain and its affiliates disclosed in an amended Schedule
13D filed with the SEC that, as of March 9, 2012, they
beneficially own 6,973,589 shares of common stock of Cross Border
Resources, Inc., which represents 38.1% of the shares outstanding.  
A copy of the filing is available for free at http://is.gd/08IP1m

                   About Cross Border Resources

Cross Border Resources, Inc. f/k/a Doral Energy Corp. (OTC BB:
DRLY) -- http://www.DoralEnergy.com/-- is a licensed oil and gas
operator in the state of New Mexico.  The Company is headquartered
in Midland, Texas. Cross Border was formed effective Jan. 4, 2011,
following a merger between Doral Energy Corp. and the Pure Energy
Group.

The Company's balance sheet at Sept. 30, 2011, showed
$25.92 million in total assets, $7.88 million in total liabilities
and $18.04 million in total stockholders' equity.

Prior to the merger, MaloneBailey, LLP, in Houston, Texas, issued
a going concern qualification on Doral Energy following the
results for fiscal year ended July 31, 2010.  The auditor said
that negative working capital and recurring losses from operations
raise substantial doubt about Doral's ability to continue as a
going concern.

Cross Border reported a net loss of $471,068 on $5.59 million of
total revenues and gains for the nine months ended Sept. 30
2011, compared with net income of $755,244 on $3.34 million of
total revenues and gains for the same period the year before by
the predecessor entity.


DILLARD'S INC: S&P Ups Corp. Credit Rating to 'BB'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Little Rock, AR.-based Dillard's Inc. to 'BB' from
'BB-'. "At the same time, we raised the issue-level rating on the
company's unsecured debt to 'BB' from 'BB-' and maintained the '3'
recovery rating, indicating our expectation for meaningful (50% to
70%) recovery in the event of default. The outlook is stable," S&P
said.

"The upgrade reflects the company's steady performance growth over
the past year," said Standard & Poor's credit analyst David Kuntz.
He added, "It also incorporates our view that operations will
demonstrate modest gains over the next 12 months and credit
protection measures will remain strong."

The ratings on Dillard's Inc. reflect performance over the past
year that has been in line with Standard & Poor's expectations.
The ratings also incorporate the company's solid credit protection
metrics and our view that these measures are likely to remain
indicative of an 'intermediate' financial risk profile (based on
our criteria) over the near term," S&P said.

"The stable outlook reflects our expectation for modest
performance gains over the next year. We expect the company to
continue to accrue benefits from its successful merchandise
differentiation and good cost controls over the near term. It
incorporates our view that Dillard's will maintain its credit
protection measures, and that the company will use substantially
all of its free operating cash flow for share repurchase
activity," S&P said.

"We would consider an upgrade if the company demonstrates further
performance gains through modestly positive same-store sales,
strengthens margins because of effective merchandising, and avoids
meaningful markdown activity through good inventory controls. This
would lead to a positive reevaluation of its business risk. At the
same time, the company would have to at least maintain its solid
credit protection metrics," S&P said.

"Although unlikely, we would consider a downgrade if the company
becomes meaningfully more aggressive with regards to shareholder-
friendly activities. Under this scenario, the company would issue
over $750 million of debt to use for share repurchases. This would
result in leverage in the mid-2.0x area," S&P said.


DYNEGY HOLDINGS: Plan Filing Exclusivity Extended to March 21
-------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan issued an ex parte bridge
order extending Dynegy Holdings LLC's exclusive period to file a
Chapter 11 plan until March 21, 2012.

As reported in the March 1, 2012 edition of the Troubled Company
Reporter, the Debtors asked the Court to extend the exclusive
period for them to file a Chapter 11 plan of reorganization for an
additional 120 days through and including July 5, 2012, and their
exclusive period to solicit acceptances of that plan for an
additional 180 days through and including September 3, 2012.

In light of the substantial strides toward plan confirmation that
have been made to date, it is critical that the Debtors be
permitted to continue this process without disruption, Sophia P.
Mullen, Esq., at Sidley Austin LLP, in New York, contends.  She
adds that the Chapter 11 cases are at an important juncture, and
the Debtors believe that the paramount goal of achieving
confirmation of the Plan and a timely exit from bankruptcy will
be best served by maintaining a structure that optimizes the
Debtors' ability to continue leading the plan process.

In the three and a half months since commencing these Chapter 11
Cases, the Debtors have made tremendous progress in their
restructuring efforts, Ms. Mullen relates.  She notes that the
Debtors have submitted a confirmable Plan that will resolve more
than $3.5 billion in prepetition liabilities and the Consenting
Noteholders, which hold in the aggregate approximately $1.8
billion of the approximately $3.57 billion principal amount of
Senior Notes and Subordinated Notes, have agreed to vote to
accept the Plan.

Ms. Mullen further contends that the PSEG Entities, who were once
adversaries, is now supporting the Plan.

A hearing on the Disclosure Statement, previously scheduled for
March 9, was moved to March 12.  Ms. Mullen relates that the
Debtors anticipate commencing solicitation on the Plan shortly
after the Disclosure Statement Hearing, and will seek a
confirmation hearing in mid-May.

Ms. Mullen argues that in light of the substantial strides toward
plan confirmation that have been made to date, it is critical
that the Debtors be permitted to continue this process without
disruption.  She contends that the Chapter 11 cases are at an
important juncture, and the Debtors believe that the paramount
goal of achieving plan confirmation and a timely exit from
bankruptcy will be best served by maintaining a structure that
optimizes the Debtors' ability to continue leading the plan
process.

                       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)


DYNEGY HOLDINGS: Says Power Plants Are Real Properties
------------------------------------------------------
Dynegy Holdings LLC said the power plants that will be sold to
creditors are real properties and not personal properties as
claimed by U.S. Bank N.A.

The statement came after U.S. Bank, as indenture trustee for the
third party owners of the plants, filed court papers, saying the
bankruptcy court should rule without a trial that the plants are
leases of personal property.

Last year, the bank sued Dynegy Holdings and two other
subsidiaries of Dynegy Inc. after they proposed to end certain
agreements including leases on the properties, and to determine
U.S. Bank's claims arising from the rejection under Section
502(b)(6) of U.S. bankruptcy law.

Whether the plants are real or personal property determines
whether bankruptcy law puts a cap on damages from terminating the
leases through bankruptcy.  If the leases of the plants are real
property leases, the Dynegy subsidiaries are liable for damages
limited to three years rent.  If the leases are for personal
property, there is no limit on resulting damages, according to
bankruptcy law.

Dynegy's lawyer, Steven Bierman, Esq., at Sidley Austin LLP, in
New York, said the power plants became real property when they
were constructed and affixed to the land.

Mr. Bierman said the plants "satisfy the three-part test" required
under New York law for determining whether a property is real
property, which includes "actual annexation to the realty."
He also said that the language of the leases did not convert the
power plants into personal properties contrary to U.S. Bank's
claim.

"The facilities became real property when they were constructed
and affixed to the land, long before the agreements relied on by
U.S. Bank were made, and those mere words, decades later, cannot
alter the character of the facilities as real property as a matter
of New York law," Mr. Bierman said in court papers.

Dynegy Holdings' contention that the facilities are real property
under New York law would lead to the absurd result that the sale-
leaseback financing transactions and Financing Agreements would be
a legal nullity.

In court papers, U.S. Bank said the underlying documents provide
that the facilities are personal property.

"Defendants' contention that the facilities are real property
under New York law would lead to the absurd result that the sale-
leaseback financing transactions and financing agreements would be
a legal nullity," U.S. Bank said.  The bank also said it has
standing to assert claims for the full amount due under the
leases.

The case is U.S. BANK NATIONAL ASSICATION, Plaintiff and
Counterclaim-Defendant, v. DYNEGY HOLDINGS, LLC, DYNEGY ROSETON,
LLC, AND DYNEGY DANSKAMMER, LLC, Defendants and Counterclaim-
Plaintiffs, Adversary Pro. No. 11-09083 (Bankr. S.D.N.Y.).

                       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)


DYNEGY INC: Has $236 Million Operating Loss in 2011
---------------------------------------------------
Dynegy Inc. on March 8 reported a $236 million operating loss for
the full 12 months of 2011 compared to an operating loss of $11
million for 2010. These results include pre-tax, unrealized, net
mark-to-market losses of $175 million ($107 million after-tax) and
mark-to-market gains of $18 million ($11 million after-tax) during
the years ended December 31, 2011 and 2010, respectively.  2011
Adjusted EBITDA was $281 million compared to $539 million for
2010.  The reduced operating results can be attributed to a $31
million decrease in energy margins, $50 million in lower capacity
revenues in all markets, a $123 million decrease in premium
revenue due to fewer options sold, and a $34 million loss related
to natural gas during the fourth quarter.  These results were
partially offset by $58 million in lower fixed operating costs.  
Primarily as a result of the $1,657 million non-cash loss on
deconsolidation, the net loss for the full year ended December 31,
2011 totaled $1,645 million compared to a net loss of $234 million
for 2010.

The operating loss for the fourth quarter of 2011 was $86 million,
compared to an operating loss of $163 million during the fourth
quarter 2010.  These results include pre-tax, unrealized, net
mark-to-market losses of $35 million ($21 million after-tax) and
mark-to-market losses of $105 million ($64 million after-tax)
in the fourth quarter of 2011 and 2010, respectively.  Adjusted
EBITDA for the fourth quarter of 2011 totaled $(14) million, a
decrease of $117 million compared to the fourth quarter 2010.  Of
the decrease, $37 million is attributable to compressed energy
margins and lower generation volumes, arising from lower market
prices and outages -- both planned and unplanned.  An additional
$80 million of the decrease is associated with hedging, broker
fees and the natural gas loss.  The Company realized a net loss of
$1,377 million during the quarter ended December 31, 2011,
compared to a net loss of $164 million during the same period in
2010 with the difference primarily attributable to the $1,657
million non-cash loss on deconsolidation.

"While the fourth quarter and full-year results for 2011 were
severely impacted by the difficult market environment, the Company
is making substantial progress in its financial and operational
restructuring activities," said Robert C. Flexon, Dynegy President
and Chief Executive Officer.  "The next milestone for the
financial restructuring is the hearing to approve the Disclosure
Statement, currently scheduled for March 12, 2012.  Operationally,
our focus on safety, reliability, and efficiency led to the
achievement of no employee injuries during the fourth quarter and
year-over-year recurring fixed cost improvements of $58 million.
As power markets strengthen, we'll be well positioned to benefit
from the hard work our employees continue to put forth."

In August 2011, Dynegy reorganized its operations into three
segments: 1) Coal, a 3,132 megawatt fleet of primarily coal-fired
power plants located in the Midwest, 2) Gas, a 6,771 megawatt
fleet of natural gas-fired plants located primarily in California
and the Northeast, and 3) DNE, 1,570 megawatts of leased natural
gas- and coal-fired facilities and 123 megawatts of owned gas and
oil peaking facilities.  The Company has recast its segment
information for all prior periods to reflect this reorganization.
General and administrative expenses are allocated to each segment.
Management does not allocate interest expense and income taxes on
a segment level and therefore uses operating income (loss) as the
most directly comparable GAAP measure to Adjusted EBITDA when
performance is discussed on a segment level.

Cash flow from operations for the year ended December 31, 2011,
which excludes the impact of cash flow from DH and its
consolidated subsidiaries from November 8, 2011 through December
31, 2011 due to the deconsolidation, was $(20) million after
posting $81 million of cash collateral to the Company's futures
clearing managers and bilateral counterparties, as compared to
cash flow from operations for the full year 2010 of $423 million
after the return of $290 million of net cash collateral from the
Company's futures clearing manager and bilateral counterparties.
The year-over-year difference was driven by lower operating
results in 2011 compared to 2010 and a $371 million net change in
collateral associated with broker margins in support of the
Company's hedging program. Cash interest costs were $86 million
lower in 2011 compared to 2010, due in part to the November 7,
2011 Dynegy Holdings Chapter 11 filing.

Cash flow used by investing activities totaled $215 million
during 2011 compared to cash flow used by investing activities of
$534 million in 2010. The 2011 amount includes a $303 million
outflow resulting from the deconsolidation. During 2011, capital
expenditures totaled $242 million, including $83 million in
maintenance capital expenditures and $159 million in environmental
capital expenditures, the latter of which reflects the Company's
continuing investment in environmental upgrades under the Consent
Decree. During 2010, capital expenditures totaled $333 million,
with $121 million in maintenance capital expenditures and $212
million in environmental capital expenditures. Additional changes
in cash flow from investing activities during 2011 can be
attributed in part to the restructuring activities completed
during the year, as well as to liquidation and maturity of short-
term investments of cash.

Cash flow from financing activities totaled $379 million during
2011 compared to a use of $69 million during 2010 largely due to
several refinancing activities completed during the third quarter
2011.

                          PRIDE Update

During 2011, management announced a new cost and performance
initiative, Dynegy PRIDE (Producing Results through Innovation by
Dynegy Employees), that focuses on fixed cash cost improvements,
gross margin improvements, and balance sheet efficiency. During
2011, recurring fixed cash costs were reduced by $58 million,
compared to 2010 and an additional $26 million of cost
improvements have been identified for 2012. Gross margin improved
$12 million during 2011 as a result of PRIDE initiatives and $376
million of balance sheet efficiencies were secured primarily
through the return of $364 million of collateral and restricted
cash.

                  New Chief Accounting Officer

Clint Walden has been hired as Vice President - Accounting and
will be appointed Vice President and Chief Accounting Officer,
effective March 9, 2012. Walden joins Dynegy from Sirius Solutions
and has over 20 years of experience in finance and accounting with
significant experience with energy trading accounting, operations,
processes and controls, complex transactions and technical
accounting matters. He will report to Clint Freeland, Executive
Vice President and Chief Financial Officer and be responsible for
managing the company's financial and operational accounting
functions and external reporting. The Chief Accounting Officer
position was most recently held by Carolyn J. Stone who has been
named Senior Vice President - Financial Planning and Analysis. In
her new role, Stone is responsible for the strategic planning,
analytics, and financial planning functions.

                          Dynegy Inc.
                  Consolidated Balance Sheets
                    As of December 31, 2011
                         (in millions)

ASSETS
Cash and cash equivalents                                  $396
Restricted cash and investments                              69
Short-term investments                                        -
Accounts receivable, net of allowance for
doubtful accounts of $19 and $32, respectively               6
Accounts receivable, affiliates                              47
Inventory                                                    57
Assets from risk-management activities                       65
Assets from risk-management activities,
affiliates                                                   4
Deferred income taxes                                         5
Broker margin account                                        10
Prepayments and other current assets                         13
                                                 --------------
Total Current Assets                                        672

Property, Plant and Equipment                             4,878
Accumulated depreciation                                 (1,544)
                                                 --------------
Property, Plant and Equipment, Net                        3,334

Other Assets
Unconsolidated investment                                     -
Restricted cash and investments                             103
Assets from risk-management activities                        1
Assets from risk-management activities,
affiliates                                                   3
Intangible assets                                             -
Other long-term assets                                       14
                                                 --------------
                                                           121
Total Assets                                             $4,127
                                                 ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable                                            $15
Accounts payable, affiliates                                 26
Accrued interest                                              -
Accrued interest, affiliates                                  8
Accrued liabilities & other current liabilities              40
Liabilities from risk-management activities                  64
Liabilities from risk-management activities,
affiliates                                                   2
Current portion of long-term debt                             4
                                                 --------------
Total Current Liabilities                                   159

Long-term debt                                              584
Long-term debt to affiliates                              1,250
                                                 --------------
Long-Term Debt                                            1,834

Other Liabilities
Accounts payable, affiliates                                870
Liabilities from risk-management activities                   2
Deferred income taxes                                         5
Other long-term liabilities                                 145
                                                 --------------
Total Liabilities                                         3,015

Commitments and Contingencies
Stockholders' Equity
Common Stock                                                  1
Additional paid-in capital                                6,077
Subscriptions receivable                                     (2)
Accumulated other comprehensive loss, net of tax            (53)
Accumulated deficit                                      (4,841)
Treasury stock                                              (70)
                                                 --------------
Total Stockholders' Equity                                1,112
                                                 --------------
Total Liabilities and Stockholders' Equity               $4,127
                                                 ==============

                          Dynegy Inc.
             Consolidated Statements of Operations
                  Year Ended December 31, 2011
                         (in millions)

Revenues                                                 $1,585
Cost of sales                                              (963)
                                                 --------------
Gross margin                                                622
Operating & maintenance expense, exclusive
of depreciation & amortization expense                    (393)
Depreciation and amortization expense                      (325)
Impairment and other charges                                 (6)
Gain on sale of assets, net                                   1
Restructuring costs                                           -
General and administrative expenses                        (135)
                                                 --------------
                                                          (858)
Operating loss                                             (236)

Bankruptcy reorganization charges                             -
Loss on deconsolidation                                  (1,657)
Losses from unconsolidated investments                        -
Interest expense                                           (357)
Debt extinguishment costs                                   (21)
Other income and expense, net                                (6)
                                                 --------------
Loss from continuing operations
before income taxes                                     (2,277)
Income tax benefit                                          632
                                                 --------------
Loss from continuing operations                          (1,645)

Income from discontinued operations, net of tax               -
                                                 --------------
Net loss                                                ($1,645)
                                                 ==============

                          Dynegy Inc.
             Consolidated Statements of Operations
              Three Months Ended December 31, 2011
                         (in millions)

Revenues                                                   $238
Cost of sales                                              (162)
                                                 --------------
Gross margin                                                 76
Operating & maintenance expense, exclusive
of depreciation & amortization expense                     (70)
Depreciation and amortization expense                       (51)
Impairment and other charges                                 (4)
Gain on sale of assets, net                                   1
Restructuring costs                                           -
General and administrative expenses                         (38)
                                                 --------------
                                                          (162)
Operating loss                                              (86)

Bankruptcy reorganization charges                             -
Loss on deconsolidation                                  (1,657)
Losses from unconsolidated investments                        -
Interest expense                                            (72)
Debt extinguishment costs                                     -
Other income and expense, net                               (10)
                                                 --------------
Loss from continuing operations
before income taxes                                     (1,825)
Income tax benefit                                          448
                                                 --------------
Loss from continuing operations                          (1,377)

Income from discontinued operations, net of tax               -
                                                 --------------
Net loss                                                ($1,377)
                                                 ==============

                          Dynegy Inc.
             Consolidated Statements of Cash Flows
                  Year Ended December 31, 2011
                         (in millions)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                ($1,645)
Adjustments to reconcile loss to net cash flows
from operating activities:
Depreciation and amortization                              346
Goodwill impairments                                         -
Loss on deconsolidation of DH                            1,657
Impairment and other charges, exclusive of
goodwill impairments                                       12
Losses from unconsolidated investments,
net of cash distributions                                   -
Risk-management activities                                 157
Risk management activities, affiliates                       5
Loss on sale of assets, net                                 (1)
Deferred taxes                                            (632)
Debt extinguishment costs                                   21
Other                                                       43
Changes in working capital:
Accounts receivable                                        49
Inventory                                                  (3)
Broker margin account                                     (74)
Prepayments and other assets                               (1)
Accounts payable and accrued liabilities                  105
Affiliate transactions                                     16
Changes in non-current assets                              (77)
Changes in non-current liabilities                           2
                                                 --------------
Net cash provided by (used in)
operating activities                                      ($20)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                      ($242)
Deconsolidation of DH                                      (303)
Unconsolidated investments                                    -
Proceeds from asset sales, net                                -
Maturities of short-term investments                        475
Purchases of short-term investments                        (284)
Decrease (increase) in restricted cash                       88
Other investing, net                                         12
                                                 --------------
Net cash provided by (used in)
investing activities                                     ($254)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings,
net of financing costs                                  $2,020
Repayments of borrowings                                 (1,624)
Debt extinguishment costs                                   (21)
Net proceeds from issuance of capital stock                   3
Other financing, net                                          1
                                                 --------------
Net cash provided by (used in)
financing activities                                       379
                                                 --------------
Net increase (decrease) in cash & cash equivalent           105
Cash & cash equivalents, beginning                          291
                                                 --------------
Cash & cash equivalents, end                               $396
                                                 ==============

                       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)


DYNEGY INC: S&P Says 'CC' Rating Unaffected by Examiner Report
--------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Dynegy Inc.
(CC/Negative/--) and Dynegy Power LLC (CCC+/Negative/--) are not
currently affected by the conclusion of the examiner of Dynegy
Holdings LLC's (D/--/--) bankruptcy that key asset transfers
between Dynegy Inc. and certain subsidiaries before the bankruptcy
were fraudulent transfers. "While Standard & Poor's does not have
an opinion on the merits of the examiner's findings, our negative
outlook already reflects the risk that Dynegy Inc. and Dynegy
Power may yet be drawn into the Dynegy Holdings bankruptcy. Such
risk includes the possibility that these key asset transfers may
be reversed. We expect the ensuing litigation among Dynegy Inc.
and its subsidiaries and various creditor groups to be a more
complex and protracted process given the examiner's conclusions
and the likely need to revise the bankruptcy plan," S&P said.


EAST COAST: Plan Confirmation Hearing Scheduled for March 19
------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina will convene a hearing on
March 19, 2012, at 11:00 a.m., to consider the confirmation of
East Coast Development II, LLC's Chapter 11 Plan, amended as of
Jan. 13, 2012.

The Court has conditionally approved the Amended Disclosure
Statement.

The Court also fixed March 14, as the last day for filing written
acceptances or rejections of the Plan, and objections, if any, to
the confirmation of the Plan.

The amendment to the Disclosure Statement contains restated
Exhibits A, B, and C, pursuant to the provisions of Section
1125(b) of the Bankruptcy Code.

A full-text copy of the Amendment to the Disclosure Statement is
available for free at

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

                  About East Coast Development II

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011. Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.
Laurie R. Brown, CPA, serves as accountant.

The Debtor disclosed $24.8 million in assets and $12.2 million in
liabilities as of the Chapter 11 filing.

The U.S. Trustee has not appointed a creditors committee in the
Debtor's case.


EDUCATION MANAGEMENT: S&P Assigns 'BB-' CCR; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Pittsburgh-based
Education Management LLC's new $350 million term loan due 2018 its
'BB' issue-level rating (one notch higher than the 'BB-' corporate
credit rating on the company). "The recovery rating on this debt
is '2', indicating our expectation of substantial (70% to 90%)
recovery for lenders in the event of a payment default," S&P said.

"The 'BB-' corporate credit rating on the company, along with the
negative rating outlook, remains unchanged," S&P said.

"The 'BB-' rating reflects Education Management's dependence on
federal student loan programs and the limitations set by the
Department of Education's (DoE) regulations on gainful employment
and federal student loan eligibility. We expect the company's
revenue and EBITDA trends to remain under pressure in 2012 and
potentially beyond, as the company implements further initiatives
to reduce student loan default rates and revises its business
practices to comply with new regulations," S&P said.

"We view Education Management's business risk profile as 'weak'
because the regulatory risk outweighs its good market position and
business fundamentals. We continue to assess the company's
financial risk profile as 'aggressive' as a result of the high
debt balances it incurred in its 2006 LBO. For 2012, under our
base-case scenario, we expect leverage to be in the mid-4x area,
broadly in line with the financial risk indicative ratio range of
4x-5x that we associate with an aggressive profile under our
criteria," S&P said.

"Education Management is one of the leading for-profit post-
secondary education providers, offering both traditional and
online programs in career-oriented disciplines. The company
directly or indirectly derived 90.3% of its fiscal 2011 net
revenue from federal government-sponsored financial aid (compared
with 88.5% in fiscal 2010) that its students receive. We consider
this high exposure to federal student lending as a long-term risk
for the company, because any legislative or regulatory action that
results in a substantial reduction in funding would significantly
hurt its profits," S&P said.

RATINGS LIST

Education Management LLC
Corporate Credit Rating            BB-/Negative/--

New Ratings

Education Management LLC

$350 mil term loan due 2018        BB
   Recovery Rating                  2


ELITE PHARMACEUTICALS: Reports First Shipment of Hydromorphone
--------------------------------------------------------------
Elite Pharmaceuticals, Inc., announced the initial shipment of
hydromorphone hydrochloride 8 mg tablets, the generic equivalent
of Dilaudid 8 mg tablets under the License, Manufacturing and
Supply Agreement with its sales and marketing partner, triggering
a milestone payment.  Elite's sales and marketing partner will
distribute the product as part of a multi-product distribution
agreement.

Hydromorphone hydrochloride is a member of the opioid analgesic
and antitussive class.  It is a pure opioid agonist used primarily
for pain relief or as a cough suppressant.  For the twelve months
ending September 2011, Dilaudid 8 mg tablets and its generic
equivalents had total U.S. sales of approximately $30 million
according to IMS Health Data.

                   About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

The Company reported a net loss of $8.05 million for the nine
months ended Dec. 31, 2011, compared with net income attributable
to common shareholders of $3.02 million for the same period a year
ago.

The Company previously reported a net loss of $13.6 million for
fiscal year ended March 31, 2011, following a net loss of
$8.1 million in fiscal year 2010.

The Company's balance sheet at Dec. 31, 2011, showed $10.34
million in total assets, $24.65 million in total liabilities and a
$14.31 million total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about Elite Pharmaceuticals' ability to continue
as a going concern.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.


ELTON APARTMENTS: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Elton Apartments LLC
        184 Kenyon Street
        Hartford, CT 06105

Bankruptcy Case No.: 12-20543

Chapter 11 Petition Date: March 13, 2012

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

Judge: Albert S. Dabrowski

Debtor's Counsel: Mei-wa Cheng, Esq.
                  184 Kenyon Street
                  Hartford, CT 06105
                  Tel: (860) 798-9307
                  Fax: (860) 232-4970

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

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

A list of the Company's five largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ctb12-20543.pdf

The petition was signed by Mei-wa Cheng, sole member and manager.


ENERGY CONVERSION: Taps Plante & Moran as Accountant
----------------------------------------------------
Energy Conversion Devices, Inc., et al., seek authorization from
the U.S. Bankruptcy Court for the Eastern District of Michigan to
employ Plante & Moran, PLLC as accountant.

The Debtors seek to retain P&M to perform certain accounting,
consulting services, and other financial analyses.  Aaron M.
Silver, Esq., at Honigman Miller Schwartz And Cohn LLP, proposed
counsel for the Debtors, said that P&M has been engaged since
September 2011 and has developed an extensive knowledge of the
company's background, operations, financial systems and financial
information.  The Debtors are seeking authority to retain P&M to
continue rendering the accounting services.  The Debtors may
engage P&M to provide other financial and related assistance,
which services may range from financial staffing assistance to
information technology assistance.  P&M will not formally audit
any of the Debtors.

P&M will be compensated based on the amount of professional time
required at these hourly rates:

           TimothyWeed, Partner                        $385
           David Priestley, Manager                    $340
           Jackson Richardson, Senior Consultant       $240
           Andrew Zeleney, Senior Consultant           $165
           Partner                                   $325-$450
           Manager                                   $275-$375
           Senior Consultant                         $175-$275
           Consultant                                $120-$175
           Accounting/Paraprofessional                $80-$120

Before the Petition Date, the Debtors paid P&M a retainer of
$25,000, which will be applied to prepetition and postpetition
services.

Timothy G. Weed, a partner at P&M, assures the Court that the firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                  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: Hires Quarton Partners as Investment Banker
--------------------------------------------------------------
Energy Conversion Devices, Inc., et al., seek permission from the
U.S. Bankruptcy Court for the Eastern District of Michigan to
employ Quarton Partners, LLC, as investment banker.

The Debtors seek 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.  The
salient terms of the Engagement Letter are:

           a. Continue Ovonic Sale Process.  The Debtors retained
              Quarton in July 2010 to act as investment banker and
              financial advisor with respect to the restructuring
              and sale of the Debtors' interest in various
              businesses referred to as the Ovonic Material
              Division.  Ovonic currently consists of the Ovonic
              Reformation business and the Ovonic Fuel Cell
              business.  Quarton will continue to pursue potential
              sales of the Ovonic businesses.

           b. Ovonyx Sale.  The Debtors intend to engage Quarton
              to manage and effect a going concern sale of
              Debtor's interest in Ovonyx through a Section 363
              sale process.

           c. Solar Business.  The Debtors intend to engage
              Quarton to manage and effect a going concern sale of
              it Debtors' solar business unit, which stock or
              assets are primarily related to the Debtor United
              Solar Ovonic LLC.

           d. Non-Core Solar Assets.  The Debtors intend to engage
              Quarton to manage and effect a going concern sale of
              certain assets used to manufacture solar product
              that are not core to the Debtors' solar business
              unit.

As described in the Engagement Letter, the Debtors have agreed
that fees for services rendered by Quarton during these cases will
be:

           a. Ovonic.  These terms apply to a going concern Ovonic
              transaction:

              Transaction Fees         1.75% of the Aggregate         

              Expense Reimbursement    Reimbursement for
                                       reasonable out-of-pocket
                                       costs, including travel and
                                       legal expenses, incurred in
                                       connection with the
                                       performance of the
                                       services.

              Minimum Transaction Fee  If single transaction:                            
                                       $400,000 minimum
                                       transaction fee

                                       If multiple transactions:
                                       $250,000 minimum
                                       transaction fee

              Maximum Transaction Fee  Aggregate transaction fees
                                       capped at 10% of the
                                       aggregate cash or
                                       marketable securities
                                       received

           b. Ovonyx Sale.  These terms apply to an Ovonyx
              transaction:

              Transaction Fees         $300,000 plus 1.75% of the
                                       Aggregate Consideration
                                       received by the Debtors
                                       over $25 million

              Expense Reimbursement    Reimbursement for
                                       reasonable out-of-pocket
                                       costs, including travel and
                                       legal expenses, incurred in
                                       connection with the
                                       performance of the services
                                       plus the expenses of an
                                       expert.

              Minimum Transaction Fee  Not applicable.

              Maximum Transaction Fee  Aggregate transaction fees
                                       capped at 10% of the
                                       aggregate cash or
                                       marketable securities
                                       received

           c. USO.  These terms apply to a going-concern sale of
              USO's stock or assets:

              Transaction Fees         $125,000 per month (whether
                                       or not a transaction
                                       occurs) plus $1,150,000
                                       upon a transaction

              Expense Reimbursement    Reimbursement for
                                       reasonable out-of-pocket
                                       costs, including travel and
                                       legal expenses, incurred in
                                       connection with the
                                       performance of the services
                                       plus the expenses of an
                                       expert.

              Minimum Transaction Fee  Not applicable.

              Maximum Transaction Fee  Aggregate transaction fees
                                       capped at 10% of the
                                       aggregate cash or
                                       marketable securities
                                       received

           d. Non-Core Solar Assets.  These terms apply to a going
              concern sale of the Non-Core Solar Assets:

              Transaction Fees         2.00% of the Aggregate
                                       Consideration

              Expense Reimbursement    Reimbursement for
                                       reasonable out-of-pocket
                                       costs, including travel and
                                       legal expenses, incurred in
                                       connection with the
                                       performance of the services
                                       plus the expenses of an
                                       expert.

              Minimum Transaction Fee  Not applicable.

              Maximum Transaction Fee  Aggregate transaction fees               
                                       capped at 10% of the
                                       aggregate cash or
                                       marketable securities
                                       received

Andre A. Augier, Managing Director at Quarton, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                  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: Wants Signature as Real Estate Consultants
-------------------------------------------------------------
Energy Conversion Devices, Inc., et al., ask for authorization
from the U.S. Bankruptcy Court for the Eastern District of
Michigan to employ Signature Associates, L.L.C., as real estate
consultants and brokers to the Debtors, nunc pro tunc to the
Petition Date.

Signature will, among other things, provide the Debtors with
strategic consulting, financial analysis, transaction management
and disposition services for the numerous buildings, properties
and facilities located in North America and Europe that are
currently occupied, owned or utilized by the Debtors.  Signature
will also provide the Debtors with brokerage services for the land
and premises commonly referred to as 10 Clark Road, Battle Creek,
Michigan, consisting of a 267,672 square foot building on 45 gross
acres of land pursuant to the exclusive listing agreement for
sale, dated July 21, 2011, as amended by the exclusive listing
agreement extension -- sale dated Jan. 5, 2012.  The real estate
services and the brokerage services are necessary for the Debtors
to maximize the value of their estate; improve the administration
of key facilities; assist the Debtors in efficiently and
effectively using their resources and personnel; and facilitate
disposition of the properties.

The Debtors intend to compensate Signature for its service under
the real estate service agreement based upon completion of the
transactions that result from Signature's performance of the real
estate services.  These transaction fees will be paid out of the
funds received by the Debtors at the closing of the applicable
transaction, either though the Debtors or the third-party, as the
circumstances require.  In the sale of a property or lease, the
transaction fees to be paid to Signature, and any required
cooperating or local broker, are based on the cash received by the
Debtors and range from 3.5% - 6% in total.  Upon a rent reduction
or lease modification, Signature earns 8% of the net savings to
the Debtors as agreed to by the Debtors and Signature and payable
in three installments within 60 days of the closing date of the
transaction.  In any sublease brokered by Signature, Signature
will receive 6% of the aggregate rental for the first five years
and 3% for the next five years or any renewal period.  Each
individual transaction fee is capped at $300,000, excluding any
payments by Signature to cooperating or local brokers.

Fees for appraisal services requested by the Debtors will be
mutually agreed upon with the Debtors and will not exceed $25,000.

The Debtors intend to compensate Signature for its services under
the listing agreement by paying Signature a commission of 6% of
the aggregate sale price of the Battle Creek property in a sale or
option to purchase granted within 90 days after expiration or
termination of the listing agreement to a purchaser known to the
Debtors to have been shown the Battle Creek property by Signature
during the term of the listing agreement.  Compensation will be
payable upon the closing of a sale transaction and will be paid
out of the sale proceeds.

John Boyd, Signature Executive Vice President, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                  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.


EXPERT GLOBAL: S&P Gives 'B' Issuer Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
issuer credit rating on Expert Global Solutions LLC (EGS), an
intermediate holding company that will be the parent of Expert
Global Solutions Inc. (EGS Inc.). The outlook is stable.

"At the same time, we assigned our preliminary 'B' issue-level
rating on EGS Inc.'s proposed first-lien senior secured credit
facility (includes $120 million revolver and $675 million senior
secured bank loan). The preliminary recovery rating is '3',
indicating our expectation for meaningful (50%-70%) recovery in
the event of a payment default. In addition, we assigned our
preliminary 'CCC+' issue-level rating on its proposed $200 million
second-lien senior secured term loan. The preliminary recovery
rating is '6', indicating our expectation for negligible (0%-10%)
recovery in the event of a payment default. EGS will guarantee all
planned offerings. The ratings are based on preliminary terms and
closing conditions for the proposed debt offerings and are subject
to review upon receipt of final documentation," S&P said.

"NCO Group Inc. recently announced that it is issuing debt to fund
the repayment of existing debt and its merger with APAC Customer
Services Inc. Concurrent with the closing of the debt offering, it
will change its name to Expert Global Solutions Inc. (EGS Inc).
NCO is seeking to refinance its existing senior secured credit
facility--revolver and term loan--with a new first-lien senior
secured credit facility that includes a $120 revolver (undrawn at
close) and $675 million term loan. (As of Dec. 31, 2011, the
outstanding balance on the revolver was $39 million, and the
amount outstanding on the term loan was $457 million.) In
addition, the company is issuing a $200 million second-lien senior
secured term loan, and NCO's private equity sponsor, One Equity
Partners (OEP), will convert its $159 million bridge loan related
to its acquisition of APAC Customer Services Inc. into a paid-in-
kind (PIK) option loan. The company plans to use the net proceeds
to repay its existing outstanding $165 million senior floating
rate and $200 million senior subordinated notes," S&P said.

"EGS will roll the remaining equity from OEP's purchase of APAC
(roughly $300 million) into the combined entity. The new first-
lien senior secured credit facility and second-lien term loan will
be obligations of EGS. The PIK option loan will be issued by NCO's
parent company, Expect Global Solutions Holdings Inc. (not rated),
and we expect the company will initially use the PIK option
instead of paying cash dividends," S&P said.

"As part of the merger transaction, EGS will issue new debt and
repay NCO's existing debt. The new debt will have a more favorable
payback timeline, with bank loan maturities extended to beyond
2017 from 2013. In addition, the company will repay its senior
floating rate and senior subordinated notes that are due in 2013
and 2014. Balance sheet liquidity will be minimal, with cash
accounting for an estimated 1.6% of total assets at the time the
debt offerings close. Although, EGS will have access to a $120
million revolving line of credit that matures in 2017 with roughly
$104 million expected to be undrawn at closing. EGS' ongoing
funding needs have declined in recent quarters as NCO exited the
purchased receivables line of business. We estimate that EGS' pro
forma interest coverage ratio was 2.9x in the 12 months ended
Sept. 30, 2011, assuming EGS Holdings does not choose to pay cash
interest on its PIK option loan. We will continue to monitor
closely EGS' EBITDA relative to its tightening financial
covenants, especially considering NCO amended financial covenants
multiple times in the past because of deteriorating EBITDA," S&P
said.

"'EGS' weak profitability, characterized by low margins and
resulting, in part, from its sensitivity to the movements of
collections markets, is a primary rating factor," said Standard &
Poor's credit analyst Kevin Cole. "Assuming $20 million of cost
synergies, conservatively lower than management's $30 million
estimate, we estimate EGS' pro forma EBITDA margin was roughly
13.8% for the 12 months ended Sept. 30, 2011. We expect that
additional cost synergies and modest growth within the customer
relationship management segment will raise margins to more than
14% over the next 18 months. We expect that future revenue growth
will largely stem from increasing CRM volumes."

"In the 12 months ended June 30, 2011 (latest available for APAC),
NCO had an adjusted pretax loss of $53.7 million (excluding
restructuring charges and impairments), while APAC earned $33.0
million. We expect that the combined entity will remain
unprofitable in the near term as restructuring charges more
than offset synergies. In the longer term, EGS' profitability will
depend highly on its ability to increase CRM revenues. We expect
accounts receivable management (ARM) business revenues to be
roughly flat as the difficult collections environment and lower
credit card balances weigh on growth," S&P said.

"'EGS' high leverage limits the rating. Following the merger, EGS
will have more debt than that of the stand-alone companies," said
Mr. Cole. "However, EGS' private equity owner, OEP, will keep its
$300 million equity investment in APAC, which will improve
leverage ratios and aggregate capitalization. In addition, the PIK
option loan to OEP will be issued by EGS' parent and doesn't
require cash dividends, giving it near-term, equity-like
characteristics. However, our analysis assumes that EGS will
eventually seek to replace the PIK option loan with new debt at
the operating company."


FAIRFAX FINANCIAL: S&P Rates C$200-Mil. Preferred Shares at 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' global scale
and 'P-3' Canadian scale ratings to Toronto-based Fairfax
Financial Holdings Ltd.'s pending issuance of up to C$200 million
in preferred shares, with an option on an additional C$50 million
available to the underwriters.

"Fairfax intends to issue the preferred shares from its current $2
billion universal shelf filing. We believe the company will use
the proceeds to augment its cash position, to increase short-term
investments and marketable securities held at the holding company,
to retire outstanding debt and other corporate obligations, and
for general corporate purposes," S&P said.

"Fairfax, through its insurance operating subsidiaries--including
Odyssey Reinsurance, Northbridge Financial units, Crum & Forster,
and Zenith Insurance--maintains a competitive presence in the
North American commercial insurance marketplace, as well as in the
global reinsurance market. The ratings on Fairfax reflect the
group's enhanced and well-diversified global footprint in
reinsurance and insurance, strong operating performance mostly
driven by consistent total returns on its investment portfolio,
and very strong capitalization. Offsetting these positive factors
are substantial catastrophe exposure that can create earnings
volatility, above-average appetite for market risk, and reserving
risk due to long-tail casualty writings and runoff segment," S&P
said.

"In 2011, Fairfax reported a pretax operating loss of $486
million, largely as a result of about $1 billion in catastrophe
losses, compared with $220.5 million in 2010. Its combined ratio
in 2011 for ongoing operations was somewhat high at 114.3%, with
19 percentage points stemming from catastrophe losses in 2011, as
compared to 103.5% in 2010. On a pro-forma basis at year-end 2011,
upon completion of the issuance and repayment of some outstanding
debt, Fairfax's total financial leverage will be approximately
31.5%, which marginally exceeds our expectation, and the impact on
EBITDA fixed-charge coverage is negligible. In 2012, we expect
earnings and capital growth to bring financial leverage back to
our expectation of about 30%," S&P said.

RATINGS LIST
Fairfax Financial Holdings Ltd.
Counterparty Credit Rating         BBB-/Positive/--

New Ratings

Fairfax Financial Holdings Ltd.
C$250 mil. preferred shares
  Global scale rating               BB
  Canadian scale rating             P-3


FENDER MUSICAL: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Fender Musical Instruments Corp. to stable from negative. "At the
same time, we affirmed our 'B' corporate credit rating and 'B'
senor secured rating on the company," S&P said.  

"The outlook revision follows Scottsdale, Ariz.-based Fender
Musical Instruments Corp.'s announcement of its fourth-quarter
2011 results and improved operating performance and credit
measures in 2011," said Standard & Poor's credit analyst Jeffrey
Burian. He added, "We estimate Fender's adjusted debt to EBITDA
(including our standard adjustments) was about 5.1x at the end
of its fiscal year 2011, down from about 11.3x the prior year."

"Fender also recently announced its intention to conduct an IPO
and to use approximately $100 million of the proceeds to reduce
its term loan; however we do not incorporate this into our outlook
revision or current ratings because of the uncertainty regarding
the potential IPO transaction's timing and final terms. If Fender
successfully completes the proposed IPO transaction, resulting in
a reduction of Fender's outstanding debt and corresponding
improvement in credit metrics, we will evaluate the effect on
Fender's ratings at that time. About $246 million of total debt
was outstanding on Jan. 1, 2012," S&P said.

"The stable outlook reflects our anticipation that the company
will maintain adequate liquidity and credit measures near current
levels. We could consider an upgrade if Fender's operating cash
flow increases and it achieves and sustains strengthened credit
measures in line with indicative ratios for an aggressive
financial risk profile, including an adjusted total debt to EBITDA
ratio between 4x and 5x, and a ratio of FFO to total debt in the
range of 12% to 20%. We estimate Fender could achieve these
metrics in a scenario of mid-single-digit revenue growth and an
upper-single-digit EBITDA margin. Fender may also achieve an
improved credit profile if it completes its proposed IPO on terms
that include a substantial reduction of the company's outstanding
debt. We could consider a downgrade if the company's financial
policies become more aggressive, if leverage increases
significantly, if operating performance and cash flow deteriorate
substantially, or if liquidity becomes constrained," S&P said.


FERTITTA MORTON: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Houston-based Fertitta Morton's Restaurants Inc.
The rating outlook is stable.

"At the same time, we assigned our 'BB-' issue-level rating and
'1' recovery rating to the company's $215 million senior secured
bank credit facility, which consists of a $15 million revolving
credit facility due 2016 and a $200 million term loan due 2017. We
understand that the company used the proceeds to fund the
acquisition of Morton's Restaurant Group, refinance existing debt
at Claim Jumper, and pay certain fees and expenses," S&P said.

"The ratings reflect what we consider Fertitta Morton's
Restaurants' 'weak' business risk profile (based on our criteria),
which incorporates its presence in the highly competitive
restaurant industry and exposure to commodity cost swings. The
company's brand name recognition and diversity partly offset these
weaknesses. The ratings also reflect a 'highly leveraged'
financial risk profile with thin cash flow coverage ratios. We
expect credit measures to improve modestly in the near term, as
the company derives benefits from its expense reduction
initiatives and uses excess cash flows for debt reduction," S&P
said.

"Pro forma for the Morton's Restaurants Group transaction, we
anticipate leverage of 6x and funds from operations (FFO) to debt
of 9%. Going forward, we anticipate credit measures will improve
modestly over the next year. Specifically, we see leverage
declining to 5.5x and FFO to debt increasing to about 10.5%.
EBITDA margins will grow from 17.2% on a pro forma basis to about
17.9% on profit improvement programs," S&P said. Key aspects of
S&P's expectations are:

* Revenue growth of about 1% to 1.5%, primarily from organic
   growth initiatives.

* "No new restaurant openings or additional acquisitions, as we
   think management will focus on integration," S&P said.

* "We assume cost reduction targets are achievable because of
   management's track record at other acquired operations, and
   that cost-cutting efforts would help to offset food cost
   inflation," S&P said.

* Capital spending of about $12 million, primarily for remodeling
   initiatives.

* Free operating cash flow of about $18 million, about half of
   which the company would likely use for debt reduction.  

* No dividends.  

"Our rating on Fertitta Morton's Restaurants also incorporates our
view of Landry's Inc. (B/Stable/--). Fertitta Morton's Restaurants
is an affiliate of Landry's, sharing the same management teams.
Landry's has demonstrated its ability to integrate acquisitions
without any major issues and has realized meaningful profit growth
through cost cuts, increasing efficiency, and obtaining buying
synergies. A key risk to our forecast is the potential for
management to be distracted by the concurrent integration of the
larger size McCormick & Schmick restaurants that Landry's is
acquiring," S&P said.   


GALP CNA: Spring Says Plan in Default, Wants Full Rights Exercised
------------------------------------------------------------------
Spring Independent School District filed with the U.S. Bankruptcy
Court for the Southern District of Texas a written certification
of GALP CNA Limited Partnership's default.

According to Spring:

   1. The Debtor has failed to pay the Class 2 Priority Tax Claims
of Spring as required by Wentworth Roundhill I, L.P.'s Fourth
Amended Chapter 11 Plan of Reorganization, confirmed on July 25,
2011.

   2. The Debtor, Wentworth Roundhill I, L.P., has failed to pay
Spring's secured property tax claim as required by the Plan and by
the order resolving the Debtor's objection to its claim signed on
Nov. 29, 2011.

   3. Spring has notified Debtor's counsel of the default.  The
default has not been cured.

   4. Spring gives notice of its intent to exercise its full
rights pursuant to Texas law.

Spring is represented by:

         Owen M. Sonik, Esq.
         PERDUE, BRANDON, FIELDER, COLLINS & MOTT, L.L.P.
         Independent School District
         1235 North Loop West, Suite 600
         Houston, TX 77008
         Tel: (713) 862-1860
         Fax: (713) 862-1429
         E-mail: osonik@pbfcm.com

                          About GALP CNA

Houston, Texas-based GALP CNA Limited Partnership filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 10-
38975) on Oct. 4, 2010.  The Debtor estimated its assets and
debts at $1 million to $10 million at the Petition Date.

GALP CNA's case is jointly administered with that of Wentwood
Woodside I, L.P., Wentwood Roundhill I, L.P., Wentwood
Rollingbrook, L.P., and GALP Cypress Limited Partnership.  GALP
CNA is the lead case.

Houston, Texas-based GALP CNA Limited Partnership filed for
Chapter 11 bankruptcy protection on Oct. 4, 2010 (Bankr. S.D.
Tex. Case No. 10-38975).  The Debtor estimated its assets and
debts at $1 million to $10 million at the Petition Date.

Houston, Texas-based Wentwood Woodside filed for Chapter 11
bankruptcy protection (Bankr. S.D. Tex. Case No. 10-38981) on
Oct. 4, 2010.  It estimated its assets at $10 million to $50
million and debts at $1 million to $10 million at the Petition
Date.  Three affiliates -- Wentwood Roundhill, Wentwood
Rollingbrook, and GALP Cypress (Case No. 10-38991) -- also filed
for Chapter 11 bankruptcy protection on Oct. 4, 2010.

Matthew Hoffman, Esq., at the Law Offices of Matthew Hoffman,
P.C., assists the Debtors in their restructuring efforts.


GETTY IMAGES: S&P Rates $275-Mil. Incremental Term Loan at 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Seattle, Wash.-based
Getty Images Inc.'s proposed $275 million incremental term loan
due 2015 its issue-level rating of 'BB-' (at the same level as its
'BB-' corporate credit rating on the company). "The recovery
rating on this debt is '4', indicating our expectation of average
(30%-50%) recovery for lenders in the event of a payment default.
The company plans to use proceeds, along with $115 million of
cash, to fund a distribution of about $379 million to its
shareholders," S&P said.

"In addition, we affirmed our corporate credit rating on Getty at
'BB-'. The rating outlook is stable," S&P said.

"The 'BB-' rating on Getty reflects our expectation that its
financial profile will remain 'aggressive' (based on our criteria)
because of its private-equity ownership and substantial leverage.
We regard Getty's business profile as 'fair' because of its
leading market position. This is tempered by our expectation that
unfavorable secular trends related to digital migration will
continue to put some pressure on the company's traditional
business. We expect Getty's business to remain cyclical. We expect
operating performance to be stable, but over the near term, we
anticipate minimal revenue and EBITDA growth because of organic
revenue declines in the fourth quarter and the potential for
growth in iStockphoto to slow," S&P said.

Getty has a leading position as a global provider of preshot still
and moving visual content. Its business relies on sales to the
cyclical advertising and publishing industries. Structural shifts
in marketing, to moving advertising online from print media,
affect Getty's average price per image. Images for online use
require small, lower-resolution files, which command lower prices
than images for print media; however, the volume of online usage
exceeds that of print. Getty has mitigated some of these pressures
by exploring alternative licensing models, including value-priced
and low-cost licensing, subscription-based package licensing,
expansion into editorial photography (used in news, sports, and
entertainment), and music licensing for commercial use.


GLOBAL PROTECTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Global Protection USA, Inc.
        fka Global Protection Acquisition, Inc.
        444 Kelley Drive, Unit 3A
        West Berlin, NJ 08091

Bankruptcy Case No.: 12-16322

Chapter 11 Petition Date: March 12, 2012

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

Judge: Judith H. Wizmur

Debtor's Counsel: Ira Deiches, Esq.
                  DEICHES & FERSCHMANN
                  25 Wilkins Ave.
                  Haddonfield, NJ 08033
                  Tel: (856) 428-9696
                  Fax: (856) 795-6983
                  E-mail: ideiches@deicheslaw.com

Scheduled Assets: $3,252,901

Scheduled Liabilities: $5,440,617

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/njb12-16322.pdf

The petition was signed by Stephen Guarino, president.


GMX RESOURCES: Swaps 2.3MM Common Shares for $5MM Conv. Notes
-------------------------------------------------------------
GMX Resources Inc., on March 12, 2012, entered into an exchange
agreement with seven holders of its 5.00% Convertible Senior Notes
due 2013.  Pursuant to this agreement, as consideration for the
surrender by the holders of $5,000,000 aggregate principal amount
of the 2013 Convertible Notes, GMXR will issue to the holders an
aggregate of 2,285,715 shares of GMXR common stock, par value
$0.001 per share, along with cash consideration relating to
accrued and unpaid interest.  This issuance of the Common Stock is
being effected pursuant to Section 3(a)(9) of the Securities Act
of 1933, and accordingly such Common Stock is exempt from
registration as securities exchanged by the issuer with its
existing security holders exclusively where no commission or other
remuneration is paid or given directly or indirectly for
soliciting such exchange.

                       About GMX Resources

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

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

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

                           *     *     *

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

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

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

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


GOODMAN GROUP: Moody's Raises Hybrid Securities Rating to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has raised to Baa2 from Baa3 Goodman
Group's issuer and senior unsecured ratings. In addition, the
subordinated rating on Goodman's hybrid securities has been raised
from Ba2 to Ba1. The outlook is stable.

Ratings Rationale

"Goodman's Baa2 rating reflects continued progress made by Goodman
in creating a sustainable, long term, prudent business platform",
said Maurice O'Connell, a Moody's Senior Analyst. "The current
rating incorporates an expectation that Goodman's financial as
well as business profile will be sustained in its current form",
added Mr. O'Connell.

"The rating reflects Goodman's business model being better placed
than in previous years to cope with adverse economic developments
as a result of the group's establishment of relationships with
capital partners as well as a strong focus on pre-sold and pre-
committed developments".

In particular, Moody's expects that Goodman will maintain gearing
at present levels, consistent with its demonstrated progress in
de-risking its business model via lower gearing and a less
aggressive approach to its development activities. Moody's expects
the ratio of Net Debt/EBITDA to trend around 6 times in the next
2-3 years, a level that is supportive of the Baa2 rating.

The stable outlook reflects Moody's view that the current
operating model is sustainable with development activity being
undertaken in a prudent manner and via funds or capital partners
funded substantially through retained earnings.

Goodman's Baa2 issuer and senior unsecured ratings are driven by
the group's portfolio of directly and indirectly owned high
quality and well-diversified industrial property assets, its track
record and established client relationships within its funds
platform, and its leading market position as a developer of
industrial property assets. The rating also reflects Moody's view
that earnings will be inherently more volatile at Goodman than at
a traditional REIT -- given the quantum of its funds management
and development business, and the higher leveraged nature of
around 40% of its gross rental income derived from its cornerstone
investments -- and that its gearing should therefore be
commensurately lower at any given rating level compared to
traditional REITs.

The group's ratings could be considered for an upgrade if look-
through Net Debt/EBITDA ratio falls below 4 times (and 2.5 times
at the headstock level), and look-through fixed charge coverage
rising above 4 times on a sustained basis. When considering these
metrics, Moody's would exclude any profit from asset recycling. In
addition, Moody's would look for Goodman to maintain a well-
laddered debt maturity profile that is more consistent with its
asset structure.

Downward rating pressures could eventuate if its look-through Net
Debt/EBITDA ratio rose above 6.5 times (or headstock to above 5
times), and look-through fixed charge coverage fell below 2.2
times on a consistent basis. A material deterioration in the
group's liquidity position (through a material reduction in
available liquidity or build-up of short-term debt maturities), or
evidence of meaningful increase in development risk or the
emergence of financial support for its managed funds, could also
lead to rating pressures.

The principal methodology used in rating Goodman Group was Moody's
Approach for REITs and Other Commercial Property Firms published
in July 2010.


GRANGER COURT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Granger Court, LLC
        aka Granger Court
        aka Granger Court Apartments
        6894 Silkwood Lane
        Solon, OH 44139

Bankruptcy Case No.: 12-11824

Chapter 11 Petition Date: March 13, 2012

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Pat E Morgenstern-Clarren

Debtor's Counsel: Wendy S. Rosett
                  16781 Chagrin Blvd., Suite 304
                  Shaker Heights, OH 44120
                  E-mail: wendy@rosettbk.com

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

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

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

The petition was signed by Marc D. Wittenberg, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Marc D. Wittenberg                     12-10865   02/10/12


GRANITE DELLS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Granite Dells Ranch Holdings LLC
        15300 N. 90th Street, #200
        Scottsdale, AZ 85260

Bankruptcy Case No.: 12-04962

Chapter 11 Petition Date: March 13, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum PCT Sr.

About the Debtor: The Debtor filed a Chapter 11 petition to stop
                  foreclosure.  Arizona Eco 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.

Debtor's Counsel: Alan A. Meda, Esq.
                  STINSON MORRISON HECKER LLP
                  1850 N. Centra Avenue, #2100
                  Phoenix, AZ 85004
                  Tel: (602) 279-1600
                  Fax: (602) 240-6925
                  E-mail: ameda@stinson.com

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

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

The petition was signed by David V. Cavan, member of Cavan
Management Services, LLC, manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Schupak Non-Exempt                 --                   $1,874,214
Marital Trust, The
9440 E. Mariposa Grande
Scottsdale, AZ 85255

Bernard Citron Trust               --                   $1,352,581
Cecile Citron Bartman, Trustee
11777 San Vicente Boulevard, #600
Los Angeles, CA 90049

Dickey, Russell                    --                   $1,332,581
344 Palmaritas
Phoenix, AZ 85021

Christopher F & Cynthia N. Allen   --                   $1,332,581
1988 Family Trust
20415 Montalvo Oaks Place
Saratoga, CA 95070

Marketplace One LLC                --                   $1,313,831
One N. First Street, #700
Phoenix, AZ 85004

Rovick, David P. & Terri A.        --                   $1,313,199
8507 E. LaSenda Drive
Scottsdale, AZ 85255

Leebaw Mfg Co.                     --                     $669,415
P.O. Box 553
Canfield, OH 44406

Guglielmi, Joseph                  --                     $666,290
6225 N. 42nd Street
Paradise Valley, AZ 85253

Riley Investments LLC              --                     $665,457
4400 N. Scottsdale Road, #9-333
Scottsdale, AZ 85251

Kent C. Mueller & Judith A. Mueller--                     $656,915
T/U/A dated 8/28/92
5900 E. Edward Lane
Paradise Valley, AZ 85253

WMS Fixed Income Fund I LLC        --                     $648,165
8550 E. Shea Boulevard, #130
Scottsdale, AZ 85262

Malcolm D. Ratner Marital          --                     $637,534
Trust 3/12/90
Sheila Ratner, Trustee
10858 E. Salero Drive
Scottsdale, AZ 85262

LaBelle Ltd Partnership            --                     $448,001
405 S. Mission Street
Mount Pleasant, MI 48858

DCQA GRNT Enterprises LLC          --                     $447,907
20875 N. 90th Place
Scottsdale, AZ 85255

NTC & Co.                          --                     $361,484
FBO Guy Lammle IRA
10325 E. Celestial Drive
Scottsdale, AZ 85262

Olson, Robert A & Uthaiwan L       --                     $334,708
3190 N. Highway 89A
Sedona, AZ 86336

John & Janet Butterfield           --                     $331,583
Family Trust, The
61 Leschi Drive
Steilacoom, WA 98388

Lobodos Ventures LP                --                     $318,767
4411 W. Folley Place
Chandler, AZ 85226

Asher, Joshua                      --                     $318,767
10040 E. Happy Valley Road, #406
Scottsdale, AZ 85255

Bartholomew, Mark                  --                     $318,767
P.O. Box 508
Pipersville, PA 18947-0508


HARSCO CORP: Moody's Cuts Subordinated Rating to '(P)Ba1'
---------------------------------------------------------
Moody's Investors Service downgraded Harsco Corporation's senior
unsecured rating to Baa3 from Baa2 and lowered the company's
short-term rating to Prime-3 from Prime-2. The actions reflect
Moody's view that Harsco's operating performance remains weak
relative to its investment grade rating. Returns from its growth
initiatives have yet to materialize. Also, Moody's anticipates low
growth prospects in Harsco's key end markets. The rating outlook
is negative. This concludes the review that was initiated on
January 11, 2012.

The following ratings were affected by these actions:

Senior unsecured rating downgraded to Baa3 from Baa2

Multiple priority shelf filing; senior unsecured to (P)Baa3,
subordinated to (P)Ba1, preferred to (P)Ba2

Short-term rating downgraded to Prime-3 from Prime-2

Ratings Rationale

The downgrade of Harsco's senior unsecured rating to Baa3 from
Baa2 and its short term debt rating to Prime-3 from Prime-2
reflects Moody's view that the company's credit metrics will
remain stressed due to the weak global economy. Moody's believes
that the prolonged weakness in non-residential construction and
infrastructure spending, a decline in industrial production and
its large European exposure, as well as vulnerability to
volatility in steel production and raw materials prices,
contribute to low growth prospects. In addition, significant
investments in growth are not yet contributing to substantial top
line increases or improved operating efficiency. As a result of
reduced profitability, higher pension liabilities, and asset
write-downs, Moody's projects debt-to-EBITDA may approach 3.0
times and debt-to-book capitalization close to 50% (all ratios
incorporate Moody's standard adjustments) over the next 12 to 18
months, which are weak for an investment grade rating. Also,
future impairment or restructuring charges would increase the
company's debt-to-book capitalization, which may limit
availability under its revolving credit facilities.

The negative rating outlook reflects Moody's view that Harsco's
ability to generate significant earnings is inhibited by weak
growth prospects in its end markets, especially as Europe
continues to struggle. Although Moody's expects some modest
improvement in Harsco's performance, Moody's is concerned that the
level of earnings would result in credit metrics not appropriate
for an investment grade rating. In addition, the recent management
change has created some execution risk for Harsco, raising
concerns about the company's ability to achieve a meaningful near-
term improvement in its credit metrics.

Further deterioration in business conditions that results in
operating performance below expectations, or the inability to
benefit from past growth investments or restructuring activities
may result in ratings pressures. Debt-to-EBITDA sustained above
3.0 times, debt-to-book capitalization remaining above 55%, or
(EBITDA-capex)-to-interest expense remaining below 2.5 times (all
ratios incorporate Moody's standard adjustments) could result in a
negative rating action. Deterioration in the company's liquidity
profile, reduction in revolver availability, or shareholder
friendly activities such as share repurchases or large dividends
could pressure the ratings as well.

Harsco needs to demonstrate that it is benefiting from its past
cost reduction programs and taking advantage of any rebound in its
end markets, resulting in credit metrics more appropriate for the
current rating. Debt-to-EBITDA trending towards 2.5 times, debt-
to-book capitalization sustained below 50%, and (EBITDA-capex)-to-
interest expense approaches 4.0 times (all ratios incorporate
Moody's standard adjustments) could result in a stabilization of
the rating outlook. The Infrastructure segment returning to
profitability could support ratings improvement as well.

The principal methodology used in rating Harsco Corporation was
the Global Business & Consumer Service Industry Rating Methodology
published in October 2010.

Harsco Corporation, headquartered in Camp Hill, PA is a
diversified industrial service company addressing global markets
for infrastructure access, outsource services to metal industries,
metal recovery & mineral-based products, railway track maintenance
and certain industrial equipment. Revenues for the fiscal year
ended December 31, 2011 were approximately $3.3 billion.


HAYDEL PROPERTIES: Hires Christy Pickering as Accountant
--------------------------------------------------------
Haydel Properties, LP, asks the U.S. Bankruptcy Court for the
Souther District of Mississippi to employ Christy Pickering, CPA,
as accountant.  

Ms. Pickering will:

           a. close out the Debtor's books as of the filing date
of the petition and maintain new books and records;

           b. assist in preparing the filing of all required state
and federal payroll tax reports;

           c. assists in preparing the filing of all required
financial reports and operating reports; and

           d. assist in preparing the filing of the Plan of
Reorganization and Disclosure Statement.

The accountant will be paid $175 per hour for her services.

Patrick A. Sheehan, Esq., at Sheehan Law Firm, PLLC, the attorney
for the Debtor, assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  In its petition, the Debtor estimated $10 million to
$50 million in assets and $1 million to $10 million in debts.  The
petition was signed by Michael D. Haydel, manager of general
partner.


HOST HOTELS: S&P Rates New $300-Mil. Senior Notes at 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned Bethesda, Md.-based
Host Hotels & Resorts L.P.'s proposed $300 million senior notes
due 2022 its 'BB+' issue-level rating, with a recovery rating of
'1', indicating its expectation of very high (90% to 100%)
recovery for lenders in the event of a payment default.

"Host expects to use the proceeds to repay the $113 million
principal amount outstanding of the 7.5% mortgage due April 2013
secured by the JW Marriott in Washington, D.C., to redeem $150
million of the company's 6 7/8% Series S senior notes due in 2014,
and for general corporate purposes," said Standard & Poor's credit
analyst Emile Courtney.

"In November 2011, Host closed on a new $1 billion revolver (which
we do not rate) that released former subsidiary guarantees and
pledges of equity interests. As a result, the company's existing
senior notes and debentures indentures also released former
subsidiary guarantees and stock pledges under provisions in the
indentures that require the same guarantees and collateral
provided to the revolving credit facility. Effectively, the
proposed and existing senior notes are currently unsecured.
However, if Host's leverage ratio exceeds 6x for two consecutive
fiscal quarters at a time when Host does not have an investment-
grade, long-term unsecured debt rating, the subsidiary guarantees
and equity pledges will spring back into place in the company's
revolver and notes indentures. Given that our simulated default
scenario for Host incorporates the assumption that the company's
leverage ratio will be above 6x, our '1' recovery rating on the
company's existing notes remained unchanged," S&P said.

"Our 'BB-' corporate credit rating on Host Hotels & Resorts Inc.
reflects our assessment of the company's financial risk profile as
'highly leveraged' and our assessment of the company's business
risk profile as 'satisfactory,' according to our criteria," S&P
said.

"Our assessment of Host's financial risk profile as highly
leveraged reflects total lease adjusted debt to EBITDA in the low-
6x area (including Host's pro rata share of joint venture debt and
EBITDA) and funds from operations to total lease adjusted debt in
the low-teens percentage area at December 2011, and the company's
reliance on external sources of capital for growth as a real
estate investment trust (REIT). We believe continued revenue per
available room (RevPAR) growth in the U.S. lodging industry in
2012, as well as Host's relatively prudent use of equity capital
to expand its hotel portfolio, will enable the company to improve
credit measures over time and keep them in line with the current
rating," S&P said.

"Our assessment of Host's business risk profile as satisfactory is
based on the company's high-quality and geographically diversified
hotel portfolio in the U.S., strong brand relationships, and
experienced management team. Partly offsetting these positive
attributes are the cyclical nature of the lodging industry and the
associated revenue and earnings volatility of the company's owned
hotel portfolio," S&P said.


HUNTSMAN CORP: Moody's Raises Corporate Family Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating
(CFR) for Huntsman Corporation and Huntsman International LLC
(HI), a subsidiary of Huntsman, to Ba3 from B1, and upgraded other
ratings as appropriate. The outlook for all of Huntsman's ratings
is changed to stable from positive. The upgrade of the CFR to Ba3
reflects improvements in three of the company's main businesses
(polyurethanes, performance products and pigments businesses),
along with the overall strengthening of its credit profile.

"The upgrade reflects Huntsman's strong operating performance,
improving credit metrics, and good liquidity profile evidenced, in
part, by the lack of sizeable near term debt maturities until
2016," said Moody's analyst Bill Reed.

The following summarizes the ratings activity:

Ratings Raised

  Issuer: Huntsman Corporation

    Corporate Family Rating, Upgraded to Ba3 from B1

    Ratings Assigned

    Probability of Default Rating Ba3

Ratings Withdrawn

Speculative grade liquidity assessment SGL-2

Ratings Raised

  Issuer: Huntsman International LLC

    Corporate Family Rating, Upgraded to Ba3 from B1

    Probability of Default Rating to Ba3 from B1

    Senior Secured Bank Credit Facility, to Ba1 LGD2/27% from Ba2
    LGD2/24%

    Senior Subordinated Regular Bond/Debenture, to B2 LGD6/93%
    from B3 LGD5/89%*

Ratings Affirmed

  Issuer: Huntsman International LLC

    Senior Unsecured Regular Bond/Debenture, B1 LGD5/72% from
    LGD4/60%

Ratings Assigned

  Issuer: Huntsman International LLC

    Senior Secured Bank Credit Facility Term Loan B, Ba1 LGD2/27%

    Senior Secured Bank Credit Facility Term Loan C, Ba1 LGD2/27%

Speculative grade liquidity assessment SGL-2

Outlook Actions:

  Issuer: Huntsman Corporation

    Outlook, Changed To Stable from Positive

  Issuer: Huntsman International LLC

    Outlook, Changed To Stable from Positive

* The ratings on a small tranche of subordinated debt will be
  withdrawn upon redemption.

Ratings Rationale

The Ba3 CFR takes into account Huntsman's strong competitive
position in key businesses and significant competitive barriers,
including process know-how and the benefits of integrated world
scale production capabilities. The ratings are nevertheless
tempered by high leverage and relatively small amounts of free
cash flow generation after dividends at this point in the chemical
cycle, even after record EBITDA generation. Other concerns include
the company's ongoing exposure to rising prices in some feedstocks
and ores, and ongoing weakness in key end markets, notably
housing. Any improvement in the housing or additional strength in
the automobile markets would result in further cash flow
improvement. For the full year 2011 HI generated over $1.1 billion
in adjusted EBITDA, a record level for the company. This level of
EBITDA results in debt/EBITDA of 4.5x (adjusted for loans from
Huntsman), a significant improvement when compared to the 5.8x one
year prior. Going forward, Moody's expects that the company will
continue to generate improved levels of EBITDA and reduce balance
sheet debt, further strengthening HI's credit metrics and profile.

Further support for the rating is based on management's public
statements they would like to see their unadjusted net debt
leverage at about 2 to 2.5 times on a normalized EBITDA basis.
Management's public statements in this regard have been consistent
over the last several years and they have indicated that they will
limit acquisition activity in order to hit those target levels. In
the 2011 annual letter from the President and CEO he wrote that
reducing debt remains a focus of the board and management team
based on the belief that less debt on the balance sheet will
enhance shareholder value in the long term.

In Moody's August 2011 research announcement, Moody's noted
management suggested that over the course of the next year or so
(by the end of 2012), cash flow permitting, they would consider
paying down an additional $500 - $700 million of debt. Through
March 2012 Moody's estimate that about $316 million of balance
sheet debt has been repaid or is expected to be redeemed. As
documented above, Moody's believes that strengthening the
company's balance sheet position, according to senior management
is a very high priority of Huntsman's Board of Directors.

HI's liquidity profile is good reflecting strong cash balances
($554 million at the end of 2011 for both Huntsman and HI
combined), the prospect of improving cash flow, the recent $100
million increase in HI's revolver to $400 million, the extension
of its bank credit facility maturities to 2017 and the goal of
management to maintain liquidity at close to $1 billion in the
form of cash, accounts receivable securitization and revolver
availability.

The stable outlooks reflects HI's improved credit metrics and good
liquidity profile. The outlook incorporates the expectations that
the company will continue to improve its credit metrics without
materially increasing its leverage. Still, the company's executive
chairman has also recently expressed disappointment with the share
price in the low teens. Moody's notes that if the share price were
to remain at this level for an extended period of time, it could
increase the chances for event risk.

Should the company amortize between $400-500 million of additional
debt from free cash flow over the next two years, Moody's could
consider a higher rating. Moody's would consider a negative rating
action if EBITDA on a quarterly basis is not sustained above $100
million level. Finally, there would be negative pressure on the
rating if a large acquisition or a significant shareholder
friendly action were to meaningfully reduce cash balances and
increase debt levels.

The principal methodology used in rating Huntsman Corporation was
the Global Chemical 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.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products. Huntsman's products are used in a
wide range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining and synthetic fiber
industries. Huntsman had revenues of $11 billion for the last
twelve months ending December 31, 2011.


INDIANAPOLIS DOWNS: Exclusivity Period Extended Until March 28
--------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
the stipulation between Indianapolis Downs, the ad hoc second lien
committee and Fortress that extends the exclusive period during
which the Company can file a plan of reorganization and solicit
acceptances thereof through and including March 28, 2012 and
May 16, 2012, respectively.

                      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.


INNER CITY: Can Exclusively File Plan Until July 5
--------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York entered a bridge order extending the
exclusive period during which only Inner City Media Corporation,
et al., may file a Chapter 11 plan to and through the date the
Court makes a final determination on the relief requested.  

The Debtors sought to (a) extend the exclusive period to file
a Plan for each Debtor through and including July 5, 2012, and
(b) extend the exclusive period to solicit acceptances of a Plan
for each Debtor through and including Sept. 3, 2012.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP,
counsel to the Debtor, said that while the Debtors believe that
the proposed sale of substantially all of the Debtors' assets
approved by the Court represents the best way to maximize the
value of the Debtors' assets, the Debtors cannot know with
certainty that the Proposed Sale will obtain the requisite
regulatory approval from the Federal Communications Commission,
let alone before the expiration of the current Exclusive Periods.  
Out of an abundance of caution, the Debtors request an extension
of their Exclusive Periods in order to preserve all of their
options in case the Proposed Sale cannot be consummated or cannot
be consummated on a timely basis, and there is a resulting need to
consider a Chapter 11 plan process.

The Debtors' Chapter 11 cases are large and complex.  They involve
12 separate Debtor entities that have been involved in numerous
complex matters critical to their reorganization.  The size and
complexity of the Debtors' businesses and corporate structure have
placed a heavy burden on the Debtors' management, employees and
advisors throughout the Chapter 11 cases.  The significant
negotiations and discussions with senior lenders and various other
constituents in these Chapter 11 cases have diverted attention
away from the Debtors' management and advisors.  For these
reasons, the Debtors submit that the first factor relevant to
determining whether cause exists to extend the Exclusive Periods -
- complexity and size -- weighs substantially in favor of granting
the Debtors' requested extension.

In the ordinary course of their businesses, the Debtors have been
paying their undisputed postpetition bills as they become due.  
The Debtors are in the process of obtaining bridge financing to
provide the Debtors with sufficient liquidity to operate their
businesses through the regulatory approval process.  "The
requested extension of the Exclusive Periods should not jeopardize
the rights of creditors and other parties who do business with the
Debtors during these chapter 11 cases," Ms. Dizengoff stated.

                      About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City and its debtor
affiliates relief under Chapter 11 of the United States Code.  The
decision came after considering the involuntary petitions, and the
Debtors' answer to involuntary petitions and consent to entry of
order for relief and reservation of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

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
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INTEGRA TELECOM: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services said  that it affirmed its 'B'
corporate credit rating on Portland, Ore.-based competitive local
exchange carrier (CLEC) Integra Telecom Inc. and revised the
outlook to negative from stable.

"Our other ratings on the company's debt remain unchanged,
including our 'B-' rating on intermediate holding company Integra
Telecom Holdings Inc.'s $250 million term loan and $475 million
senior secured note. The '5' recovery rating on the debt indicates
prospects for modest (10%-30%) recovery in the event of a payment
default. We also rate a $60 million first-out revolving credit
facility 'BB-' with a '1' recovery rating, indicating prospects
for very high (90%-100%) recovery in the event of a payment
default," S&P said.

"Our outlook revision follows flat to declining EBITDA over the
last 12 to 18 months," said Standard & Poor's credit analyst
Catherine Cosentino, "which, when combined with the company's
recent aggressive capital spending for growth initiatives, has
increasingly pressured covenant cushions, and resulted in material
free operating cash flow (FOCF) deficits. Although we believe the
company could stabilize and improve covenant headroom and FOCF
during the second half of 2012, we also recognize that a downgrade
is possible without operating improvements and increased covenant
headroom."

"The ratings on Integra reflect intense industry competition and
pricing pressure, exposure to small-to-midsized businesses (SMBs)
more sensitive to economic conditions, negative FOCF generation,
and limited covenant cushions. Competition includes larger, better
capitalized incumbent local exchange carriers (ILECs) and
increasingly competitive cable operators. Strong EBITDA margins
relative to its CLEC peers and the company's ownership of fiber
assets partly offset the business risks. We characterize the
business risk profile as 'vulnerable' and the financial risk
profile as 'aggressive' (per our criteria)," S&P said.

"The outlook is negative. Declining EBITDA over the last 12 to 18
months, combined with the company's recent aggressive capital
spending for growth initiatives, has resulted in diminished
cushion under financial covenants. As Integra's new management
team pursues its strategic direction, we will monitor the
company's operations and strategy, including the balance between
conservation of capital and cash flows versus growth investments
to counter competitive pressures," S&P said.

"We could lower the rating within the next year if earnings and
covenant cushions are not on a trajectory to improve, competitive
conditions intensify, or economic conditions worsen. This could
stem from higher revenue churn or operational missteps, resulting
in adjusted leverage approaching 5x and covenant limitations that
affect revolver availability, with no prospect for improvement,"
S&P said.

"An upgrade is unlikely in the near term because of our vulnerable
business risk assessment, as it would require significant
improvement in leverage and liquidity," S&P said.


INTERNATIONAL ENVIRONMENTAL: Involuntary Chapter 11 Case Summary
----------------------------------------------------------------
Alleged Debtor: International Environmental Solutions Corporation
                  dba IES Corporation
                25685 Sherman Road
                Menifee, CA 92585

Bankruptcy Case No.: 12-16268

Involuntary Chapter 11 Petition Date: March 13, 2012

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

Judge: Wayne E. Johnson

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
Karen Bertram                      Accrued Salary/      $1,431,186
7755 Center Avenue, Suite 1100     Default Loans
Huntington Beach, CA 92647

James Hinkle                       Loans in Default       $358,417
3891 Allen Glen Drive
Reno, NV 89503

Blaine Scott Molle & Dennis Molle  Loans in Default       $291,718
3035 Champion Street
Chino Hills, CA 91709

Linda Babb                         Loans in Default       $156,412
2813 Eckleson
Lakewood, CA 90712


INTERNATIONAL LEASE: Fitch to Rate Sr. Unsecured Notes at 'BB'
--------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB' to International
Lease Finance Corp.'s (ILFC) senior unsecured notes issuance.  The
notes are being issued in two tranches, with maturities in 2015
and 2019.

Fitch notes that the proposed issuance is consistent with ILFC's
overall financing strategy.  The proceeds will be used to repay
the company's $750 million senior secured term loan due March 17,
2015, which carries an interest rate of 6.75% (L+475 basis points
with a LIBOR floor of 2.0%).  The shift from secured to unsecured
funding and the extension of debt maturities are both viewed
favorably by Fitch.

The notes will rank equally in right of payment with existing
senior unsecured debt.  Covenants are consistent with previously
issued senior unsecured debt including a limitation restricting
the ability of ILFC to incur liens to secure indebtedness in
excess of 12.5% of ILFC's consolidated net tangible assets.

ILFC is a market leader in the leasing and remarketing of
commercial jet aircraft to airlines around the world.  As of Dec.
31, 2011, ILFC owned an aircraft portfolio with a net book value
of approximately $36 billion, consisting of 930 jet aircraft.

Fitch expects to assign the following ratings:

  -- Senior unsecured notes due 2015 at 'BB';
  -- Senior unsecured notes due 2019 at 'BB'.

Fitch currently rates ILFC and its related subsidiaries as
follows:

ILFC

  -- Long-term Issuer Default Rating 'BB'; Outlook Stable;
  -- $3.9 billion senior secured notes 'BBB-';
  -- $750 million senior secured term loan 'BBB-';
  -- Senior unsecured debt 'BB';
  -- Preferred stock 'B'.

Delos Aircraft Inc.

  -- Senior secured debt 'BB'.

ILFC E-Capital Trust I

  -- Preferred stock 'B'.

ILFC E-Capital Trust II

  -- Preferred stock 'B'.


ISTAR FINANCIAL: S&P Rates $900MM Senior Credit Facility at 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
issuer credit rating on iStar Financial Inc. and assigned a 'BB-'
credit rating to the company's proposed $900 million senior
secured credit facility.

"Our 'BB-' rating on iStar's proposed $900 million senior secured
loan, one notch above its long-term issuer credit rating, reflects
our expectation that creditors would receive full repayment in the
event of an issuer default," S&P said.  

"The loan initially will be collateralized by $1.125 billion of
assets (according to a third-party valuation commissioned by
iStar), or 1.25x the $900 million balance. The collateral includes
performing and nonperforming loans, net leases, real estate owned,
and other assets. The company plans to use cash flow from the
collateral, including through liquidation, to meet the loan's
interest and amortization requirements," S&P said.

"The secured creditors would also have recourse (alongside
unsecured creditors) to the firm's unencumbered assets in a
hypothetical default scenario. Given this recourse, the
amortization, and the collateral, we believe creditors are
likely to recover the full amount of the loan," S&P said.


JESCO CONSTRUCTION: Taps L. Kelly Baker as Accountant
-----------------------------------------------------
JESCO Construction Corporation asks for permission from the U.S.
Bankruptcy Court for the Southern District of Mississippi 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 $14.7 million in liabilities.


JOHN D. OIL: Faces Lawsuit Against Two Bank in District Court
-------------------------------------------------------------
David S. Glasier at the News-Herald reports that Richard M.
Osborne and a number of his companies are defendants in three
foreclosure cases currently active in U.S. District Court in
Cleveland.

According to the report, RBS Citizens, N.A., a bank holding
company, is the primary plaintiff in a $30 million foreclosure
case filed on Oct. 3.  Among the defendants are the Osborne-owned
companies John D. Oil & Gas Co., Ozgas, Ltd. and Great Plains
Exploration LLC.

Citizens Bank is the primary plaintiff in two foreclosure cases
filed on Nov. 1.  One foreclosure is for $1,648,000, the second
for $225,000.

The report relates Mr. Osborne said he had paid off $5 million on
the $30 million foreclosure, leaving an unpaid balance of $25
million.  There has been no payment made on the other two
foreclosures.  "We have assets to offset what they say we owe (in
foreclosure)," the report quotes Mr. Osborne as saying.  "It's a
matter of negotiating the proper interest rate."  Mr. Osborne
blamed his companies' legal woes on the banks for raising interest
rates on their loans to 8% from 2%.

John D. Oil & Gas Co., Ozgas, Ltd. and Great Plains Exploration
LLC are involved in the drilling of natural gas and oil wells in
Ohio and other states.  Mr. Osborne said that as far as he knows,
the companies are current in royalty payments to individuals,
businesses and government entities that contracted with the
Osborne companies to sink wells on their property.

"There was about a 30-day delay (on royalty payments) at one
point, which was unfortunate," Mr. Osborne said.

He said his drilling companies have been "hit hard, really hard"
by a steady decline in market price for natural gas. Last week it
fell to $2.253 per 1,000 cubic feet, the lowest price in 10 years.

It will take "about six to eight months" to emerge from bankruptcy
and resolve the foreclosure cases, Mr. Osborne said.

Based in Mentor, Ohio, John D. Oil and Gas Company fka Liberty
Self-Stor, Inc., filed for Chapter 11 protection on Jan. 13, 2012
(Bankr. W.D. Penn. Case No. 12-10063).  Judge Thomas P. Agresti
presides over the case.  Robert S. Bernstein, Esq., at Bernstein
Law Firm, P.C., represents the Debtor.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.

John D. Oil and Gas Company has debts of $11 million and assets of
$8.2 million.


KNIGHT & CARVER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Knight & Carver Yachtcenter, Inc.
        1313 Bay Marina Drive
        National City, CA 91950

Bankruptcy Case No.: 12-03440

Chapter 11 Petition Date: March 12, 2012

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

Debtor's Counsel: John L. Smaha, Esq.
                  SMAHA LAW GROUP, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  E-mail: jsmaha@smaha.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/casb12-03440.pdf

The petition was signed by Michael O'Leary, president/CEO.


LACK'S STORES: Satisfied Lenders' Claims, Proofs of Claim Expunged
------------------------------------------------------------------
Lack's Stores, Incorporated, et al., notified the U.S. Bankruptcy
Court for the Southern District of Texas of the effective date of
settlement agreement and payment in full of the senior lender
secured claim.

Previously, the Court approved that certain Settlement and Release
Agreement dated Jan. 18, 2012, between the Debtors and the Lack
Parties, on the one hand, and the Senior Lender Parties, on the
other hand.

Pursuant to the terms of the Settlement Agreement, the agent, on
behalf of the Senior Lender Parties, holds an allowed, secured
claim against the Debtors' bankruptcy estates in the total amount
of $21,400,000.

In this relation, the Debtors made payments to the agent on behalf
the Senior Lender Parties of (a) $18,000,000 on Feb. 3, 2012, and
(b) $3,400,000 on March 1, 2012.  Thus, as of March 1, 2012, the
Debtors have paid the Senior Lender Parties a total of
$21,400,000, which is in full and final satisfaction of the
Allowed Claim.

AS a result, all proofs of claim filed by any of the Senior Lender
Parties in any of the cases will be deemed expunged from the
claims registers maintained in the cases.

                       About Lack's Stores

Victoria, Texas-based Lack's Stores, Incorporated, is one of the
largest, independently-owned retail furniture chains in the United
States.  Lack's Stores is a chain of 36 retail stores and operates
under the trade styles Lacks and Lacks Home Furnishings.  The
Company sells a complete line of furnishings for the home
including furniture, bedding, major appliances and home
electronics.  The stores are located in South, Central, and West
Texas.

Lack's Stores filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 10-60149) on Nov. 16, 2010 .  Katherine D.
Grissel, Esq., Michaela Christine Crocker, Esq., and Richard H.
London, Esq., at Vinson & Elkins LLP, assist the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $100 million to $500 million.

Affiliates Lack Properties, Inc., Lack's Furniture Centers, Inc.,
and Merchandise Acceptance Corporation filed separate Chapter 11
petitions.


LAS VEGAS BILLBOARDS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Las Vegas Billboards, LLC
        5665 S. Valley View Blvd. #4
        Las Vegas, NV 89118

Bankruptcy Case No.: 12-12779

Chapter 11 Petition Date: March 12, 2012

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

Judge: Linda B. Riegle

Debtor's Counsel: Zachariah Larson, Esq.
                  MARQUIS AURBACH COFFING
                  10001 Park Run Drive
                  Las Vegas, NV 89145
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: cshurtliff@maclaw.com

Scheduled Assets: $1,083,310

Scheduled Liabilities: $17,890,237

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/nvb12-12779.pdf

The petition was signed by David Harris, managing member.


LATITUDE 23: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Latitude 23, LLC
        Ocariz, Humberto H Reg Agent
        201 So Biscayne Blvd., Suite 2400
        Miami, FL 33131

Bankruptcy Case No.: 12-15997

Chapter 11 Petition Date: March 13, 2012

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

Judge: Laurel M. Isicoff

Debtor's Counsel: Joel M. Aresty, Esq.
                  13499 Biscayne Blvd #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893
                  E-mail: aresty@mac.com

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

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

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

The petition was signed by Alfredo Gerstl, MGM.


LIGHTSQUARED INC: Sprint Said to Cancel 15-Year Contract
--------------------------------------------------------
Sprint Nextel Corp. is expected to announce Friday the
cancellation of a 15-year contract with billionaire Philip
Falcone's LightSquared Inc. and return $65 million in prepayments
to the wireless start-up, Greg Bensinger, writing for Dow Jones
Newswires, reports, citing people familiar with the plans.

According to Dow Jones, Sprint's move comes after the Federal
Communications Commission said earlier this year that it intended
to block LightSquared from operating its planned nationwide
fourth-generation network.  LightSquared had sought to use
satellite wireless airwaves to build out a ground-based network to
cover 260 million Americans with a high-speed service known as 4G
LTE by 2016.

According to Dow Jones, the end of the Sprint contract would leave
LightSquared without a major partner to help erect its planned
network of 40,000 cell towers and could hurt its ability to raise
funds for its operations.  LightSquared had hoped to compete with
AT&T Inc., Verizon Wireless and others in selling its service
wholesale to carriers seeking extra capacity.

The report notes a LightSquared spokesman said the company would
file a defense of its network with the FCC on Friday, the final
day for public comment on the agency's decision.  He declined to
comment on Sprint's plans.

Dow Jones also notes lenders to LightSquared have until the end of
Thursday to extend the company's network-sharing and operations
contract with Sprint to June, though it wasn't immediately clear
if they had plans to do so.  LightSquared had estimated the deal
would save it $13 billion in costs through the end of the decade.

Dow Jones notes LightSquared has said it has enough funds to
operate for several quarters, though it hasn't given specifics.

                      About LightSquared Inc.

LightSquared Inc. -- http://www.lightsquared.com/-- operates an
open wireless broadband network company and is backed by Philip
Falcone's Harbinger Capital Partners hedge fund.  Reuters reported
in February 2012 that Mr. Falcone ruled out a bankruptcy filing
for LightSquared even as sources familiar with the matter said the
company was seeking restructuring advice.  According to Reuters,
two people familiar with the matter said LightSquared has hired
investment bank Moelis & Co. as restructuring advisor.


M WAIKIKI: Wants to Employ Holthouse Carlin as Tax Accountant
-------------------------------------------------------------
M Waikiki LLC ask the Bankruptcy Court for permission to employ
Holthouse Carlin & Van Trigt LLP (HCVT) to prepare the Debtor's
necessary tax returns, pursuant to the terms of the engagement
letter, dated January 30, 2012.

HCVT has significant experience in tax return preparation for
hotels.  Also, HCVT has previously assisted the Debtor in
preparing its tax returns prior to the Debtor filing for
bankruptcy, so HCVT is familiar with the Debtor's business
operations and finances.

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

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

                          About M Waikiki

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

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

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

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

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


MACROSOLVE INC: Incurs $2.5 Million Net Loss in 2011
----------------------------------------------------
Macrosolve, inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$2.53 million on $1.68 million of net sales for the year ended
Dec. 31, 2011, compared with a net loss of $1.92 million on
$637,836 of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.39 million
in total assets, $3.79 million in total liabilities and a $1.39
million total stockholders' deficit.

In its report on the Company's 2011 financial results, Hood Sutton
Robinson & Freeman CPAs, P.C., in Tulsa, Oklahoma, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency.

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

                        http://is.gd/jedCKn

                       About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.


MARIN CREATIVE: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Marin Creative Group, Corp.
        Urb. University Gardens 311 Calle Howard
        San Juan, PR 00927-4015

Bankruptcy Case No.: 12-01844

Chapter 11 Petition Date: March 12, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Mary Ann Gandia, Esq.
                  P.O. Box 270251
                  San Juan, PR 00927
                  Tel: (787) 390-7111
                  Fax: (787) 763-8212
                  E-mail: gandialaw@gmail.com

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

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

A list of the Company's seven largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb12-01844.pdf

The petition was signed by Ivelisse Marin Carle, president.


MEDICAL CARD: S&P Keeps 'BB-' Counterparty Credit Rating
--------------------------------------------------------
Standard & Poor's Rating Services would keep its 'BB-' long-term
counterparty credit and financial strength ratings on Medical Card
System Inc.'s (MCS) operating companies and the 'B-' long-term
counterparty credit rating on MCS on CreditWatch with negative
implications, where they were initially placed Dec. 15, 2011.

"The CreditWatch placement followed the company's unexpected
third-quarter 2011 operating losses and its recent announcement
that it was replacing several key executives, including the chief
executive officer, with an interim management team affiliated with
the Gorman Health Group. We believe that both of these events
increase the probability of a covenant breach in the near term,"
said Standard & Poor's credit analyst Neal Freedman. "The third-
quarter losses were mainly the result of increased claims activity
in the company's Medicare Advantage business. The company will
likely only be able to partially exclude the costs associated with
the management realignment from the covenant compliance
calculation because of exclusion limits in the calculation.
However, the positive fourth-quarter seasonality that is
characteristic of the Puerto Rico health insurance marketplace
could offset the increased pressure on earnings," S&P said.

"We will continue to monitor the company's operating performance,
especially as it regards covenant compliance. If the company
breached any of its covenants as of year-end 2011, we could lower
the ratings by one notch. Conversely, if the company were to avoid
a covenant breach, we could remove the ratings from CreditWatch
with negative implications, contingent upon our view of expected
2012 operating performance," S&P said.


MDC PARTNERS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York-based MDC Partners Inc., a holding company for a
portfolio of marketing services firms, to negative from stable.

"We affirmed our 'B+' corporate credit rating on the company, as
well as the 'B+' issue-level rating on the company's senior
unsecured debt. The recovery rating on the company's senior
unsecured debt also remain unchanged at '4', indicating our
expectation of average (30% to 50%) recovery for noteholders in
the event of a payment default," S&P said.

"The rating outlook revision reflects a steeper EBITDA decline in
the fourth quarter of 2011 than we had previously expected,"
explained Standard & Poor's credit analyst Michael Altberg.

"We estimate this will result in fully adjusted leverage
(including operating leases and acquisition-related liabilities)
in the low-6x area at year-end," S&P said.

"As a result, according to our criteria, we are revising our
assessment of the company's financial risk profile to 'highly
leveraged' from 'aggressive.' In addition, we believe that
covenant headroom could narrow in the second quarter of 2012, when
a large portion of the company's $51.8 million of near-term
deferred acquisition consideration (earn-out) obligations become
due. We believe the company will have to meet a large portion of
these obligations with borrowings under its revolving credit
facility. The total leverage covenant under the company's credit
facility agreement steps down to 3.75x at June 30, 2012, from
4.6x, which, in conjunction with more difficult first half year-
over-year comparisons, could lead to a slim margin of compliance,"
S&P said.

"We currently consider MDC's business profile as 'fair,' given our
view of the strong creative reputation of its key agency, Crispin
Porter + Bogusky, and its growing digital capabilities. We believe
this despite the company's relatively small agency network,
limited global presence, and its still high (but declining)
concentration of revenue and EBITDA from two key agencies.
However, further EBITDA margin compression could cause us to
revise our assessment," S&P said.

"MDC is a global provider of marketing services, with revenue
concentration in the U.S. (80% of revenue), Canada (16%), and
other (4%). The company's subsidiaries provide a comprehensive
range of marketing communications and consulting services. The
advertising industry is subject to the cyclical nature of
advertising, as well as a client's ability to switch to
competitors or scale back spending at short notice. MDC has been
in an aggressive growth mode over the past two years, spending
over $150 million on acquisitions and over $60 million in key
talent additions and office expansion. We believe that increased
staffing and facilities costs outpaced revenue growth in certain
areas. Cost of sales as a percentage of revenue was 72% in 2011,
compared to 65% in 2009. As a result, the company plans to reduce
headcount by roughly 300 employees across various agencies, which
will most likely lead to modest severance expense in the first
half of 2012," S&P said.

"An important industry trend is the shift of advertising and
marketing services to online distribution. Digital business now
accounts for over 50% of revenue at MDC, and the company's
increased capabilities have led to increased market share and net
new business wins being up 33% in 2011. We believe acquisition
activity will slow in 2012, but we anticipate that the company
will continue to explore opportunities in digital and social
media, and integrated agencies, in addition to expanding
capabilities in media buying and international markets," S&P said.


MERIDIAN SHOPPING: Taps Diemer Whitmanas Gen. Insolvency Counsel
----------------------------------------------------------------
Meridian Shopping Center, LLC, asks the U.S. Bankruptcy Court for
the Northern District of California for permission to employ
Diemer, Whitman & Cardosi, LLP as general insolvency counsel.

In a separate filing, the Debtor notified the Court that it
consents to the substitution of Kathryn S. Diemer, Esq., at DWC as
counsel of record in place of Dennis Yan.

DWC will, among other things:

   a. amend and verify completeness of schedules and statement of
      affairs filed in the case as needed;

   b. advise and consult with Debtor concerning questions arising
      in the conduct of the administration of the estate, the
      Debtor's rights and remedies with regard to the estate's
      assets, the claims of secured, priority and unsecured
      creditors, compliance with requirements of the U.S. Trustee,
      and matters concerning other parties in interest;

   c. appear for, prosecute, defend, and represent the Debtor's
      interest in suits arising in or related to the case (but not
      including suits pertaining to discharge of debt or any
      adversary proceeding without a separate agreement between
      the Debtor and DWC);

DWC will seek compensation based upon its normal and usual hourly
billing rates plus reimbursement for all expenses advanced on the
Debtor's behalf.  Upon approval of the Court, the Debtor will pay
DWC any allowed but unpaid amount for fees or reimbursement of
costs.

To the best of the Debtor's knowledge, DWC has no connection with
the Debtor, its creditors, any other party-in-interest, their
attorneys and accountants, the U.S. Trustee, or any person
employed in the office of the UST.

                About Meridian Shopping Center LLC

Meridian Shopping Center LLC owns and operates the shopping center
Meridian Park Plaza in Milpitas, California.  Meridian Shopping
Center filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case
No. 12-50380) on Jan. 18, 2012.  Judge Stephen L. Johnson presides
over the case.  The Debtor scheduled $14,000,000 in assets and
$10,912,623 in liabilities.  The petition was signed by John Wynn,
manager.


MILESTONE SCIENTIFIC: Incurs $1.5 Million Net Loss in 2011
----------------------------------------------------------
Milestone Scientific Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.48 million on $8.37 million of net product sales
for the year ended Dec. 31, 2011, compared with a net loss of
$614,508 on $9.75 million of net product sales during the prior
year.

The Company's balance sheet at Dec. 31, 2011, showed $6.99 million
in total assets, $5.05 million in total liabilities, and
$1.93 million in total stockholders' equity.

In its report on the Company's 2011 financial results, Holtz
Rubenstein Reminick LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations since inception.

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

                        http://is.gd/woWzOo

                     About Milestone Scientific

Piscataway, N.J.-based Milestone Scientific Inc. (OTC BB: MLSS)
-- http://www.milestonescientific.com/-- is engaged in pioneering
proprietary, highly innovative technological solutions for the
medical and dental markets.  Central to the Company's IP platform
and product development strategy is its patented CompuFlo(R)
technology for the improved and painless delivery of local
anesthetic.


MONITRONICS INTERNATIONAL: S&P Gives 'B' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Dallas, Texas-based Monitronics
International Inc. The outlook is stable.

"At the same time, we assigned a preliminary 'B' issue rating with
a preliminary recovery rating of '3', which indicates our
expectation for 50%-70% recovery for lenders in the event of
default, to the company's $150 million senior secured revolving
credit facility and $500 million first-lien term loan," S&P said.

"We also assigned a preliminary 'CCC+' issue rating with a
preliminary recovery rating of '6',which indicates our expectation
for 0%-10% recovery for lenders in the event of default, to its
proposed $460 million of senior unsecured notes," S&P said.

The company intends to use the proceeds to repay debt and to fund
growth.

"The rating on Monitronics reflects the company's 'highly
leveraged' financial risk profile, its reliance on debt to fund
anticipated growth, and its more limited scale compared with its
largest competitor. These factors are partially offset by a highly
recurring revenue stream and an above-industry revenue growth
rate," S&P said.

Monitronics provides electronic security alarm monitoring services
to more than 700,000 subscribers in the U.S. and Puerto Rico.
Based on revenues of about $312 million for the 12 months ended
December 2011, Monitronics was the third-largest company in the
highly fragmented residential alarm monitoring industry.

Monitronics uses the dealer origination model to acquire new
customer accounts. Under this model, the company purchases
accounts from a network of independent dealers instead of creating
the accounts internally. This results in a lower and more flexible
cost structure, but also in higher customer creation costs than
for internally created accounts; free cash flow is also lower
since account acquisition expenses are reflected on the cash flow
statement. Since the industry attrition rate is about 10% to 12%
annually, significant customer acquisitions are necessary just to
maintain level operating cash flow and subscriber base.  

"Although we expect the company to generate sufficient operating
cash flow to buy the customer accounts necessary to offset
attrition, Monitronics will have to use debt to finance
anticipated growth. We view customer-acquisition costs as an
essential part of Monitronics' business," S&P said.

"Monitronics' business risk profile is 'weak'. The company has a
second-tier position in the highly competitive U.S. security
alarm monitoring industry and it is somewhat susceptible to
downturns in the housing markets and economy," S&P said.

"Positive factors include a highly recurring and growing revenue
base, as well as an efficient dealer business model that allows
Monitronics to maintain higher margins compared with its
competitors. In 2011, the company's revenue increased by
approximately 11%, mainly reflecting growth in its subscriber
base, higher prices, and additional revenue from alarm monitoring
services," S&P said.

"We expect mid- to high-single-digit growth in the near-to-
intermediate future," S&P said.

"Monitronics will have a highly leveraged financial profile
following the transaction, with pro forma adjusted leverage of
about 8x for the fiscal year ended December 2011. The EBITDA
number is adjusted to reflect the purchases of new accounts
necessary to offset attrition. Over the near term, leverage
should remain in the same area due to debt and account purchases,"
S&P said.

Free cash flow is negative, which reflects an above-industry
growth rate achieved through ongoing spending on new dealer
accounts. However, this spending is discretionary and can be
adjusted to reflect changing conditions.


NATIVE WHOLESALE: Eberle Berlin OK'd to Handle Idaho Actions
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Native Wholesale Supply Company to employ Eberle,
Berlin, Kading, Turnbow & McKlveen, Chartered as special counsel.

As reported in the Troubled Company Reporter on Feb. 23, 2012, the
Eberle Firm represents the Debtor in two actions pending in
the State of Idaho.  The Eberle Firm has also been counsel to the
Debtor on all matters involving the Idaho Actions since their
initiation in 2008.

The Eberle Firm is expected to:

   -- be the Debtor's special counsel with respect to all mattes
      pertaining to the Idaho Actions; and

   -- assist the general bankruptcy counsel as needed.

The services of the Eberle Firm under a general retainer are
necessary to enable the Debtor to execute faithfully its duties as
debtor-in-possession.

To the best of the Debtor's knowledge, the partners and associates
of the Eberle Firm do not have any connection with the debtor, its
creditors, or any other party-in-interest, or its respective
attorneys.

                      About Native Wholesale

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them within the United States.  It purchases the products
from Grand River Enterprises Six Nations, Ltd., a Canadian
corporation and the Debtor's only secured creditor.  Native is an
entity organized under the Sac and Fox Nation and has its
principal place of business at 10955 Logan Road in Perrysburg, New
York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

No trustee, examiner or creditors' committee has been appointed in
the case.


NCO GROUP: Negotiating Potential Combination with OEP
-----------------------------------------------------
APAC Customer Services, Inc., was acquired by One Equity Partners,
the majority stockholder of NCO Group, Inc., on Oct. 14, 2011.  
OEP had informed the Company that OEP intended to seek to combine
APAC with the Company to build market leadership in business
process outsourcing and customer care solutions.  The Company and
OEP are currently negotiating the terms of the potential
Combination, and the Combination would be subject to board
approval and obtaining New Debt Financing.  As part of the
Combination, the Company anticipates changing its name to Expert
Global Solutions, Inc.

The Company said in a Form 8-K recently filed with the Securities
and Exchange Commission that it is currently in negotiations to
obtain new debt financing, consisting of a new senior secured $795
million first lien credit facility (consisting of a $675 million
term loan and a $120 million revolving credit facility) and a new
$200 million secured second lien credit facility, consisting of a
new term loan.  The New Debt Financing, the terms of which have
not been finalized, is subject to, among other things, the
completion of the Combination and board approval.  The proceeds
from the New Debt Financing will be used by the Company to
refinance substantially all of the Company's outstanding
indebtedness, including the Company's outstanding floating rate
senior notes due 2013 and 11.875% senior subordinated notes due
2014.

There can be no assurance that the Company will be able to
successfully consummate the New Debt Financing, or the Combination
on a timely basis or on terms satisfactory to the Company or at
all.

In addition any such refinancing and Combination involves a number
of risks, including diverting management's attention from the
Company's daily operations, the use of additional management,
operational and financial resources, system conversions, and the
inability to maintain key pre-Combination relationships with
customers, suppliers and employees.  If the Combination occurs,
the Company might not be able to successfully integrate the
Combination into its business or operate the combined businesses
profitably, and the Company may be subject to unanticipated
problems and liabilities of APAC.

A copy of the Form 8-K is available for free at:

                        http://is.gd/7rYxLP

                       About NCO Group Inc.

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.

The Company reported a net loss of $155.71 million on
$1.60 billion of revenue for the year ended Dec. 31, 2010,
compared with a net loss of $88.14 million on $1.58 billion of
revenue during the prior year.

The Company also reported a net loss of $104.49 million on
$1.15 billion of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $73.45 million on
$1.18 billion of total revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.12 billion in total assets, $1.14 billion in total liabilities
and a $17.89 million total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 2, 2011,
Moody's Investors Service downgraded NCO Group, Inc.'s CFR to Caa1
from B3 and changed the outlook to negative.  Simultaneously,
Moody's has also downgraded each of NCO's debt instrument ratings
by one notch and lower the Speculative Grade Liquidity rating to
SGL-4 from SGL3.  The downgrade reflects Moody's concern that
greater than expected revenue declines and continued earnings
pressure will extend beyond current levels due to deteriorating
consumer payment patterns and weaker volumes.  In addition,
Moody's expects financial flexibility will be further aggravated
by tightening headroom under its financial covenants and a
potential breach of covenants which will limit the company's
ability to draw upon its revolver.  Also, the company faces an
impending maturity on its $100 million senior secured revolving
credit facility due November of 2011.

In the Dec. 19, 2011, edition of the TCR, Standard & Poor's
Ratings Services affirmed its 'CCC+' issuer credit rating on NCO
Group Inc. and removed the rating from CreditWatch with positive
implications.

"The rating action follows NCO's recent announcement that it is
not proceeding with the previously proposed $300 million notes
offering that it planned to use, in conjunction with a proposed
$870 million new senior secured credit facility, to repay its
existing debt and to help finance its merger with APAC Customer
Services Inc.," said Standard & Poor's credit analyst Kevin Cole.
Concurrent with the closing of the debt offerings, it was planning
to change its name to Expert Global Solutions Inc.


NCO GROUP: S&P Puts 'CCC+' Issuer Credit Rating on Watch Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' issuer credit
and senior secured ratings, as well as its 'CCC-' senior unsecured
rating, on NCO Group Inc. on CreditWatch with positive
implications.

"The CreditWatch placement reflects our view that there is a good
probability that NCO's recently announced proposed debt offerings
will close and the company will materially improve its debt
metrics and capital position," said Standard & Poor's credit
analyst Kevin Cole.

"NCO recently announced that it seeks to refinance its existing
senior secured credit facility (revolver and term loan) with a new
first-lien senior secured credit facility that includes a $120
revolver ($104 million expected to be undrawn at close) and $675
million term loan. (As of Dec. 31, 2011, the revolver had $39
million outstanding, and the term loan had $457 million
outstanding.) In addition, the company is issuing a $200 million
second-lien senior secured term loan, and NCO's private equity
sponsor, One Equity Partners (OEP), will convert its $159 million
bridge loan related to its acquisition of APAC Customer Services
into a paid-in-kind (PIK) option loan. The company plans to use
the net proceeds to repay its existing outstanding $165 million
senior floating rate and $200 million senior subordinated notes.
The new debt will have a much more favorable payback timeline,
with the revolver and term loan maturities extending to 2017 and
2018. (NCO's current revolver, term loan, senior floating rate
notes, and senior subordinated notes are due in December 2012, May
2013, November 2013, and November 2014, respectively)," S&P said.

"In conjunction with the closing of the offerings, NCO will
acquire APAC from OEP and change its name to Expert Global
Solutions Inc. (EGS). The company will roll the remaining equity
from OEP's purchase of APAC (roughly $300 million) into the
combined entity. The new first-lien senior secured credit facility
and second-lien term loan will be obligations of EGS. The PIK
option loan will be issued by NCO's parent company, Expect Global
Solutions Holdings Inc. (not rated), and will most likely forgo
initially paying cash dividends," S&P said.

"The company's inability to complete a similar, yet more
expansive, refinancing at the end of 2011 somewhat weakens our
positive assessment. However, we believe that this transaction
faces fewer difficulties, as general investor sentiment has
improved and the company is not looking to access the more
fickle speculative-grade market," S&P said.

"The CreditWatch positive reflects our view of the good
probability that NCO's proposed debt offerings will close. In that
case, we would likely raise the rating on NCO before we ultimately
withdraw it and assign a final rating on the guarantor of the new
combined entity, Expert Global Solutions LLC," said Mr. Cole. "If
the proposed debt offerings do not close, which is less likely,
we likely would remove the ratings on NCO from CreditWatch and
assign a negative outlook."


NEIMAN MARCUS: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings on Dallas-
based The Neiman Marcus Group Inc., including the 'B+' corporate
credit rating. The outlook is stable.

"The stable outlook reflects our view that the company's credit
protection metrics are likely to remain in line with recent
levels, as further operational gains offset the dividend payment
and our view of more aggressive financial policies," S&P said.

"The ratings on Neiman Marcus reflect our view that its credit
protection measures are weak," said Standard & Poor's credit
analyst David Kuntz, "but should remain relatively consistent over
the near term, as further operational gains offset an increase in
debt."

"The company's 'fair' business risk profile (based on our
criteria) reflects its participation in the highly competitive
department store sector, relatively narrow market compared with
other department store operators, and small store base. Its solid
position in the high-service, luxury merchandise specialty
department store industry; strong vendor relationships; and
improved operating performance over the past year somewhat offset
these risks. In our view, Neiman Marcus has done a good job
maintaining its reputation, merchandise, and customer service,"
S&P said.

"The company continues to demonstrate positive operational
momentum based on the strength of luxury retail sales," added Mr.
Kuntz. "Retail same-store sales increased 7.8% for the quarter
ended Jan. 28, 2012 and EBITDA margins increased to 14.3% from
13.8% period over period, based on continued full-price sales and
positive operating leverage. We believe that further performance
gains will occur over the next 12 months, but at a less robust
rate," S&P said.

"Our stable rating outlook on Neiman Marcus reflects our
expectation that operations are likely to perform well over the
next 12 months--given continued strength in luxury retailing--but
at a slower rate versus the previous year. We believe that
performance will benefit from same-store sales increasing in the
mid-single digits, direct marketing sales growth in the low-double
digits, and EBITDA margins in the mid-14% area. However, we
believe that the increased aggressiveness of the company's
financial policies will negate any meaningful improvements in
credit protection metrics. In our view, the increase in debt from
the imminent dividend payment and the potential for further
dividends over the near term will offset operational gains," S&P
said.

"Although unlikely over the near term, we could raise the
company's rating if its revenues continue to grow at its current
rate, margins increase by over 100 basis points, and the company
significantly moderates its future dividend policies. Under this
scenario, leverage would be under 5x and interest coverage would
be in the mid-3x area," S&P said.

"We could lower the rating if performance slows substantially due
to an unexpected drop in luxury retail spending or if the company
increases the amount of future dividends and issues debt to fund
them. Under this scenario, the company would issue debt above $500
million and use the proceeds to pay a dividend, leading to
leverage of about 6x," S&P said.


NEONODE INC: Incurs $2.7 Million Net Loss in Fourth Quarter
-----------------------------------------------------------
Neonode Inc. reported a net loss of $2.77 million on $3.95 million
of net revenue for the three months ended Dec. 31, 2011, compared
with a net loss of $7.03 million on $81,000 of net revenue for the
same period a year ago.

The Company reported a net loss of $17.14 million on $6.06 million
of net revenue for the year ended Dec. 31, 2011, compared with a
net loss of $31.62 million on $440,000 of net revenue during the
prior year.

The Company's balance sheet at Dec. 31, 2011, showed $16.62
million in total assets, $2.95 million in total liabilities and
$13.67 million in total stockholders' equity.

"Our results for the fourth quarter and year ended December 31,
2011 reflect the traction that our patented zForce touchscreen
technology is gaining in the marketplace.  zForce is currently
utilized around the world in products produced by Amazon, Barnes &
Noble, KOBO, Onyx and Sony.  In addition, we have license
agreements with 11 other OEMs who are planning to use our
technology in various products that use LCD, Reflective and OLED
screens, including mobile phones, printers, GPS devices, e-Readers
and Tablet PCs.  We are currently working with OEMs who are in the
process of qualifying our technology for use in products such as
touch panels for automobiles, household appliances, tablet PCs,
mobile phones and games and toys," said CEO Thomas Eriksson.

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

                        http://is.gd/MoYX0B

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

KMJ Corbin & Company, LLP, in Costa Mesa, Calif., expressed
substantial doubt about Neonode's ability to continue as a going
concern, following the Company results for the fiscal year ended
Dec. 31, 2010.  The independent auditors noted that the Company
has incurred significant operating losses and has used substantial
amounts of working capital in its operations since inception, and
at Dec. 31, 2010, has a working capital deficit of $9.9 million
and an accumulated deficit of $112.2 million.


NORTEL NETWORKS: Seeks to Amend Jefferies & Co Retention Fees
-------------------------------------------------------------
BankruptcyData.com reports that Nortel Networks filed with the
U.S. Bankruptcy Court a motion to implement an amendment to the
terms of the previously-approved retention of Jefferies & Company
as investment banker. Under the amendment, Jefferies' fees will be
reduced to $50,000 per month for January through March 2012, and
$150,000 thereafter. The original February 13, 2009 motion
provided for Jefferies & Company to receive a $250,000 monthly
fee, a $2.9 million transaction fee and a partial transaction fee.

                         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.

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 Networks divested off key assets while in Chapter 11.
Nortel has raised $3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency.  In
June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining 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.

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.


OSI RESTAURANT: Parent Considers Initial Public Offering
--------------------------------------------------------
OSI Restaurant Partners, LLC's parent company, Kangaroo Holdings,
Inc., is considering filing, within the next 60 days, a
registration statement with the Securities and Exchange Commission
for an initial public offering of its common stock.  Although the
size of the expected offering has not yet been determined, if the
company files a registration statement, it is expected that shares
would be offered by underwriters on behalf of the company and
possibly, to a lesser extent, on behalf of selling stockholders.
The purpose of the offering by the company would be for the
repayment of indebtedness of its subsidiary, OSI Restaurant
Partners, LLC, and for general corporate purposes.

                        About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company's balance sheet at Sept. 30, 2011, showed $2.32
billion in total assets, $2.37 billion in total liabilities and a
$40.30 million total deficit.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.


PENN VIRGINIA: S&P Lowers Corp. Credit Rating to 'B'; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Radnor, Pa.-based Penn
Virginia Corp. (PVA) to 'B' from 'BB-'.

"At the same time, we lowered our issue rating on PVA's senior
unsecured debt to 'B' from 'BB-'. The recovery rating remains '3',
indicating our expectation of meaningful recovery (50% to 70%) in
the event of a payment of default," S&P said.

"The downgrade reflects our expectation that PVA's liquidity and
financial measures will weaken as a result of depressed natural
gas prices and the significant capital expenditures needed to
execute the company's strategy to shift to liquids-based
production," said Standard & Poor's credit analyst Christine
Besset. "We believe the company could face funding and capital
market access issues in 2013 if its drilling strategy is
unsuccessful."

"The ratings on Penn Virginia Corp. (PVA) reflect what we view as
the company's 'aggressive' financial risk and 'vulnerable'
business risk. Natural gas still constituted more than 70% of the
group's production and reserves in 2011 and, although the
company's exposure to oil and natural gas liquid is growing, the
shift to a liquids-based production requires substantial drilling
expenses in the short-term. PVA's thinning liquidity, relatively
small scale, and higher-than-average cost structure relative to
other natural gas-weighted companies compound the difficulties of
soft natural gas prices," S&P said.

"PVA is an independent oil and gas company whose primary business
is the exploration, production, and development of natural gas and
oil reserves in Texas, the Mid-Continent, Appalachia, and
Mississippi. PVA's reserve base at year-end 2011 was 883 billion
cubic feet equivalent (bcfe), which is in line with peers in the
'B' rating category. Although the company's production of oil and
liquids increased 35% and 81%, respectively, in 2011, the company
is still among the most weighted toward natural gas compared with
rated peers. Production in 2011 consisted of 72% natural gas (down
from 78% of production in 2010), 12% natural gas liquids (NGLs),
and 16% crude oil. If the company can successfully execute its
drilling program in the Eagle Ford, its possible oil and liquids
could represent more than 50% of production at year-end 2013.
Although better than 2010 results, the company's lease operating
costs of about $1.12 per mcfe and cash, general, and
administrative expenses per mcfe of about $0.83 in 2011, were
elevated compared with other E&P companies. The outlook is
negative reflecting our concerns regarding the company's less-
than-adequate liquidity profile. We could lower the rating if
availability under the groups' revolving credit facility drops
below $100 million. We could affirm the rating if the company
takes further steps to strengthen its liquidity," S&P said.


PENSON WORLDWIDE: Moody's Cuts Corporate Family Rating to 'Ca'
--------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Senior Secured Ratings of Penson Worldwide, Inc. to Ca from
Caa1 following its announcement of an exchange offer which Moody's
views as a distressed exchange. The outlook is negative reflecting
substantial execution risk of its restructuring plan.

The rating action reflects Moody's view that the proposed offer,
which would require existing senior secured note holders to swap
$200 million of existing debt for a combination of $200 million of
new payment in kind senior secured notes and preferred stock, is
being pursued to avoid payment default and reduce debt.

Ratings Rationale

If the exchange is executed under the terms of its preliminary
announced agreement, Penson will benefit in the short term from
the estimated $176 million in reduction of debt. However, Penson's
core operating profitability will continue to be challenged by a
slump in trading volumes, margin compression, the ongoing low
interest rate environment. In addition, the company also has
execution risk with respect to the proposed sale of its Canadian
clearing business, which would provide the company with greater
financial flexibility.

The last rating action on Penson was on November 30, 2011 when the
Corporate Family Rating and Senior Secured rating was downgraded
to Caa1 from B2 (RUR).

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006.


PENSON WORLDWIDE: S&P Lowers Counterparty Credit Rating to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Penson Worldwide Inc. to 'CC' from
'B-' and removed the ratings from CreditWatch Negative. The
outlook is negative. Standard & Poor's also said that it lowered
its rating on Penson's $200 million senior secured second-lien
notes to 'CC' from 'CCC+' and removed the rating from CreditWatch
negative.

The downgrade reflects the company's announcement that it is
launching a debt restructuring effort to help alleviate its heavy
debt and debt service burden.

Penson's plans to exchange the rated $200 million 12.5% second-
lien notes due 2017 for $100 million 12.5% first-lien payment-in-
kind (PIK) notes due 2017 and $100 million 12.5% preferred PIK
shares redeemable in 2017. Penson also plans to exchange its $60
million senior convertible notes into new PIK notes and 51.6%
ownership of the company, and to convert its seller financing note
with Broadridge Financial Solutions Inc. into a 9.9% ownership of
Penson.

"The downgrade also reflects our view that, based on our criteria,
the shift into PIK on the rated debt means that the existing
debtholders will receive less than originally promised," said
Standard & Poor's credit analyst Robert Hoban.

"The outlook is negative. When and if the debt exchange is
complete, we will lower our long-term counterparty credit rating
on Penson to 'SD' (selective default) and lower our rating on its
$200 million senior secured second-lien notes to 'D'," S&P said.

"The negative outlook also incorporates our belief that the
fundamental prospects for the company's business will not
materially improve in the near term. We expect that even with the
elimination of its cash interest obligations the firm will
continue experiencing operating losses for at least the next few
quarters because of low interest rates and transaction volumes,"
said Mr. Hoban. "Once the exchange offer in completed, the company
will lower its debt burden and eliminate its cash interest
obligations. Shortly thereafter, we will reassess the company's
creditworthiness and adjust the ratings to what we deem
appropriate under the new debt conditions; most likely no higher
than a low single 'B' rating."


POTOMAC SUPPLY: Bank Wants Court to Convert Case to Chapter 7
-------------------------------------------------------------
Amanda Ault at Westmoreland News reports that Regions Bank,
secured creditor to whom Potomac Supply owes $17.5 million, has
requested the U.S. Bankruptcy Court to move Potomac from Chapter
11 bankruptcy to Chapter 7.  The Bank has also requested to be
allowed onto the premises of Potomac to evaluate Potomac's
inventory and assets.

Potomac Supply was scheduled to appear in court on March 14 and
plans to object to motions filed on behalf of the Bank, the report
says.

According to the report, the hearing was scheduled for later this
month, but Judge Douglas O. Tice Jr. granted a motion filed by
Regions to expedite the hearing.  "The Court finds that (i) cause
for an expedited hearing exists with respect to the relief
requested by the Expedited Hearing Motion, (ii) Regions Bank did
not, through any lack of due diligence, create the emergency, and
(iii) Regions Bank has made a bona fide effort to resolve the
matter addressed by the Expedited Hearing Motion prior to seeking
an expedited hearing," the report says, citing the court order.

"As Regions indicated in its original objection to the Debtor's
motion to use cash collateral, Regions on the petition date was
secured by a relatively thin margin," the report quotes Regions
Bank's lawyer William A. Broscious, Esq., as saying.  "With the
diminution in assets and the accrual of post-petition interest
and fees, it now appears Regions' claim exceeds the value of its
collateral."

According to the report, Regions also maintains that Potomac has
not lived up to its obligations under the "Adequate Protection
Order" from the court for allowing the use of cash collateral.

The report relates that Richard Gouldin, Potomac's chief operating
office, said he believes the bank is "pursuing its aggressive
course of constant litigation for reasons having nothing to do
with Potomac's operations or value, but rather because of Regions'
own reporting obligations to federal regulators."  Mr. Gouldin
said that Potomac has not failed to do anything required in the
court's order and that Potomac and Regions have a differing
opinion over reports Regions claim were delivered late, the report
says.

                    About Potomac Supply Corp.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serve as the Debtor's bankruptcy counsel.  
The petition was signed by William T. Carden, Jr., chief executive
officer.


QUANTUM FUEL: Pays $600,000 Note with 630,000 Common Shares
-----------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc.'s senior lender
made a $600,000 payment demand on the promissory note referred to
in the Company's financial statements and notes to financial
statements as the "Consent Fee Note."  The Company exercised its
contractual right to satisfy the payment demand in shares of its
common stock and delivered 630,000 shares in full satisfaction of
the payment demand.  The remaining principal balance due under the
Consent Fee Note is $1,090,000.

The shares were issued in a transaction exempt from registration
pursuant to an exemption from registration provided by Section
3(a)(9) of the Securities Act of 1933, as amended.

                        About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

Quantum Fuel reported a net loss attributable to stockholders of
$38.49 million on $24.47 million of total revenue for the eight
months ended Dec. 31, 2011, compared with a net loss attributable
to stockholders of $6.52 million on $10.51 million of total
revenue for the same period a year ago.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                       Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


RENEGADE HOLDINGS: Judge Stocks Moves Pretrial Hearing to May 1
---------------------------------------------------------------
The Winston-Salem Journal reports that Judge William Stocks of the
U.S. Bankruptcy Court for the Middle District of N.C. has approved
continuing the pretrial hearing of Renegade Holdings until 9:30
a.m. on May 1, 2012.  The report says the Company has to wait
another 45 days before learning whether they will face a trial or
be able move toward exiting bankruptcy for the second time.

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.


ROCK GLEN: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Rock Glen Healthcare, Inc.
        dba Rock Glen Nursing and Rehabilitation Center
        P.O. Box 40018
        Baton Rouge, LA 70835

Bankruptcy Case No.: 12-10320

Chapter 11 Petition Date: March 12, 2012

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Noel Steffes Melancon, Esq.
                  William E. Steffes, Esq.
                  STEFFES, VINGIELLO & MCKENZIE, LLC
                  13702 Coursey Blvd., Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  E-mail: nsteffes@steffeslaw.com
                          bsteffes@steffeslaw.com

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

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

A copy of the list of 14 largest unsecured creditors is
available for free at http://bankrupt.com/misc/lamb12-10320.pdf

The petition was signed by Richard T. Daspit, Sr., president.


ROSETTA RESOURCES: S&P Raises Corporate Credit Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based Rosetta Resources Inc. to 'B+' from 'B'.
The outlook is stable.

"At the same time, we raised the senior unsecured rating to 'BB-'
(one notch higher than the corporate credit rating) from 'B+'. The
recovery rating remains '2', indicating our expectation of
substantial (70% to 90%) recovery in the event of a payment
default," S&P said.

"The upgrade on Rosetta reflects our expectation that robust oil
prices and its oil-weighted capital spending program in 2012 will
benefit its proved developed reserve base," said Standard & Poor's
credit analyst Marc D. Bromberg. "We anticipate that Rosetta will
increase its proportion of proved developed reserves, which were
small at about 36% of its 965 billion cubic feet equivalent (Bcfe)
reserve base at year-end 2011. The company intends to allocate
about 90% of its $640 million budget to the oil-rich Eagle Ford
basin this year, and we think that this program is likely to
improve its proved developed reserve base to above 40% of total
proved reserves. We consider this level to be appropriate for the
'B+' rating category," S&P said.

"The ratings on Rosetta reflect Standard & Poor's view of its
relatively small proved reserve base relative to peers, its
aggressive growth strategy, and its reliance on one location
(Eagle Ford) for much of its future growth. Our ratings also
reflect its exposure to robust crude oil prices and its healthy
credit protection measures. We consider its business risk to be
'weak' and its financial risk 'aggressive'," S&P said.

"The company is limited to the Eagle Ford for a majority of
production and intends to spend a majority of its 2012 capital
budget in the basin this year. While we view the Eagle Ford
favorably because of its high condensate mix, Rosetta's aggressive
capital spending program there means the company will become
highly reliant on one basin for much of its future cash flows,
which it uses to service debt and other obligations. We expect
that this investment in the Eagle Ford will leave liquids (crude
oil and natural gas liquids [NGLs]) as a percentage of total
production to be about 57% at the end of 2012 and 60% at the end
of 2013 (in the fourth quarter, about 49% of production was tied
to liquids)," S&P said.

"The stable outlook reflects our view that Rosetta will continue
to benefit from robust oil prices and that its capital spending
program in the Eagle Ford will result in further development of
its proved reserves. Given its increasing oil production, we
foresee Rosetta maintaining credit protection measures that are
strong for the current rating, with year-end leverage projected to
be below 1x," S&P said.

"We could lower the rating if Rosetta exceeds leverage of 4.5x, a
level that would require an 84% decline based on annualized fourth
quarter EBITDA. We consider this unlikely given Rosetta's exposure
to oil prices," S&P said.


ROTECH HEALTHCARE: Inks $10MM Credit Facility with Credit Suisse
----------------------------------------------------------------
Rotech Healthcare Inc., on March 17, 2011, entered into a credit
agreement with the lenders party thereto, and Credit Suisse AG, as
administrative agent thereunder.  On March 7, 2012, the Company
entered into an amendment to the Original Credit Agreement that
extended the final maturity date from March 17, 2012, to March 17,
2014.  The Credit Agreement provides for a revolving credit
facility commitment of $10,000,000 provided that the maximum
outstanding aggregate principal balance at any one time does not
exceed $10,000,000.  There was no debt outstanding under the
Revolving Credit Facility as of Dec. 31, 2011.

The Revolving Credit Facility contains customary covenants similar
to those in the Company's indentures governing its Senior Secured
Notes and Senior Second Lien Notes.  The Revolving Credit Facility
also includes a maximum leverage ratio above which level the
Company would be precluded from making any additional draws.  As
of Dec. 31, 2011, the Company was below the maximum Leverage Ratio
threshold.

All borrowings under the Revolving Credit Facility are secured by
a first priority security interest in substantially all of the
Company's assets.  The interest rate per annum applicable to the
Revolving Credit Facility is adjusted LIBOR or, at the Company's
option, the alternate base rate, which is the higher of (a) the
prime rate, (b) the federal funds effective rate plus 0.50%, and
(c) adjusted LIBOR for a three-month interest period plus 1.0% in
each case, plus the Applicable Margin.  The "Applicable Margin" in
the case of LIBOR advances is 5.0% per annum and in the case of
alternate base rate advances is 4.0% per annum.  The default rate
under the Revolving Credit Facility is 2.0% above the otherwise
applicable interest rate.  The Company is also obligated to pay a
commitment fee of 0.75% per annum on the daily unused portion of
the Company's Revolving Credit Facility.

A copy of the Credit Agreement is available for free at:

                        http://is.gd/j5b63a

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $4.20 million on
$496.42 million of net revenue for the year ended Dec. 31, 2010,
compared with a net loss of $21.08 million on $479.87 million of
net revenue during the prior year.

The Company reported a net loss of $6.31 million on $366.75
million of net revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $598,000 on $372.65 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $281.71
million in total assets, $567.63 million in total liabilities,
$2.95 million in Series A convertible redeemable preferred stock,
and a $288.87 million total stockholders' deficiency.

                          *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As previously reported by the TCR on Jan. 13, 2012, Moody's
Investors Service lowered Rotech Healthcare Inc.'s Corporate
Family rating ("CFR") to B3 from B2 as a consequence of
weakening liquidity and worse than expected operating performance
in 2011 alongside only modest expectations for improvement in
2012.  The downgrade to B3 incorporates Moody's concerns regarding
the decline in Rotech's cash balance due to significant working
capital usage during 2011 and lower than expected growth in
EBITDA.


ROTHSTEIN ROSENFELDT: Judge Allows Investor to Up Claims by $25MM
-----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that U.S. District Judge
James I. Cohn abruptly reversed course Wednesday and allowed Miami
businessman Ira Sochet to increase his claim against jailed Ponzi
schemer Scott Rothstein by $25 million, the amount Mr. Sochet
previously paid to settle a clawback suit by Rothstein's
bankruptcy trustee.

According to Law360, Judge Cohn granted Mr. Sochet's motion to
reconsider a March 6 order that had prevented him from expanding
his $43 million restitution claim in Rothstein's criminal case.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROYAL HOSPITALITY: Ch. 11 Trustee Taps D'Archangelo as Accountant
-----------------------------------------------------------------
Stephen D. Gerling, Chapter 11 Trustee in the case of Royal
Hospitality LLC asks the U.S. Bankruptcy Court for the District of  
Northern District of New York for permission to employ
D'Archangelo & Co., LLP as its accountant.

D'Archangelo will, among other things:

   -- review seven monthly operating statements (October 2011 -
   April 2012); and

   -- review payroll and sales tax/occupancy tax reporting.

Arthur Liberman, a certified public accountant and a partner in
the firm, tells the Court that the firm has received no retainer
toward payment of fees and none will be accepted.

To the best of the trustee's knowledge, D'Archangelo has no
interest adverse to the estate.

                    About Royal Hospitality LLC

Royal Hospitality LLC, dba Comfort Suites, has been operating the
Comfort Suites in Lake George, New York since May 2007.  It filed
for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 10-13090) on
Aug. 19, 2010.  The Debtor disclosed $13,432,001 in assets and
$11,154,770 in liabilities as of the Petition Date.  Richard L.
Weisz, Esq., at Hodgson Russ LLP, in Albany, N.Y., represents the
Debtor as counsel.  BST Valuation & Litigation Advisors LLC serves
as  accountant to prepare and advise the implementation of cash
management and other services.

Harry Snyder, Esq., was appointed mediator in the bankruptcy case
of Royal Hospitality LLC.


ROYAL HOSPITALITY: US Trustee Wants Fees Prior to Confirmation
--------------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, asks the U.S.
Bankruptcy Court for the Northern District of New York to deny
confirmation of Royal Hospitality LLC's Plan of Reorganization.

On Jan. 31, 2012, the Court approved the First Amended Disclosure
Statement dated Jan. 30, 2012.

The U.S. Trustee explains that until outstanding fees are paid,
confirmation cannot proceed because the Debtor cannot meet its
burden to show that it has paid all fees due to the U.S. Trustee.  
The U.S. Trustee calculates a fee due in the amount of $1,626.

As reported in the Troubled Company Reporter on Feb. 20, 2012, the
Debtor has filed a plan that proposes a 100% payment to creditors.  
The Debtor believes that its revenue will exceed $2,000,000 per
year while its expenses will be approximately $1,350,000,
generating at least $650,000 per year to pay mortgage holders and
unsecured creditors.

The Debtor disclosed that it has settled a lawsuit for breach of
contract by Lumberjack Pass Amusements, LLC seeking over
$1,000,000 from the Debtor and its principals and revocation of an
easement for water and sewer.

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

                    About Royal Hospitality LLC

Royal Hospitality LLC, dba Comfort Suites, has been operating the
Comfort Suites in Lake George, New York since May 2007.  It filed
for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 10-13090) on
Aug. 19, 2010.  The Debtor disclosed $13,432,001 in assets and
$11,154,770 in liabilities as of the Petition Date.  Richard L.
Weisz, Esq., at Hodgson Russ LLP, in Albany, N.Y., represents the
Debtor as counsel.  BST Valuation & Litigation Advisors LLC serves
as  accountant to prepare and advise the implementation of cash
management and other services.

Harry Snyder, Esq., was appointed mediator in the bankruptcy case
of Royal Hospitality LLC.


RQB RESORT: Has Authority to Use Cash Collateral Until May 4
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, in
a ninth order, authorized RQB Resort LP and RQB Development LP's
continued use of the cash collateral which Goldman Sachs until
May 4, 2012.

A continued hearing on the Debtors' cash collateral motion will be
held on May 2, 2012, at 2:30 p.m.

The Debtors may use the cash collateral to fund their business
operations postpetition.  The Debtors will not disburse any
amounts to insiders, and will not pay any prepetition debt.

As reported in the Troubled Company Reporter on Dec. 27, 2011, as
adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant Goldman Sachs a replacement
lien on all postpetition account receivable to the same extent,
validity and priority as the security interests Goldman Sachs held
as of the Petition Date, and superpriority administrative expense
claim status.

As additional adequate protection, the Debtor will provide Goldman
Sachs by the 15th of each month with each of the financial reports
previously provided to Goldman Sachs by the Debtors prepetition.

                         About RQB Resort

RQB Resort LP and RQB Development LP own Florida's Sawgrass
Marriott Resort, the site of the U.S. PGA Tour's Tournament
Players Championship.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 10-01596) on March 1, 2010.
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.  The Company estimated its assets and debts at
$100 million to $500 million in its Chapter 11 petition.


SAFENET INC: Moody's Affirms 'B2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed SafeNet, Inc.'s ratings,
including its B2 Corporate Family Rating (CFR) and the ratings for
its existing senior credit facilities, and revised SafeNet's
ratings outlook to stable from positive. Moody's also assigned a
B1 rating to the company's proposed $150 million of incremental
first lien term loans, and B1 and Caa1 ratings to the proposed
maturity extended first and second lien credit facilities,
respectively. The company plans to use a portion of cash on hand
and net proceeds from the incremental term loans to pay dividends
to shareholders.

SafeNet is also proposing to amend and extend a portion of its
first and second lien credit facilities. Under the proposed terms
of the amendment, the extended first lien term loan would become
due in April 2017. However, the maturity dates for the extended
first lien term loans would accelerate to 91 days before the
maturity date for the extended second lien loans if more than $35
million of second lien loans remain outstanding and consolidated
first lien leverage exceeds 3.0x, 91 days before the extended
second lien loans mature. As part of the proposed amendments, the
maturities for the extended tranches of revolving loan will also
extend by 3 years to April 2016 and for the second lien debt by 1
year to April 2016.

Rating Rationale

The affirmation of the B2 CFR reflects Moody's expectations that
SafeNet's total debt to EBITDA leverage to decline from about 6.1x
(Moody's adjusted) at the close of the proposed transactions to
less than 5.5x in the next 12 to 18 months through EBITDA growth
and mandatory debt repayments from free cash flow.

Moody's changed SafeNet's ratings outlook to stable from positive
as a result of the increase in total debt to EBITDA leverage
(Moody's adjusted) by about 1.5x at the close of the proposed
dividend recapitalization, which effectively reverses the
deleveraging attained over the past five years. The revision of
the outlook especially considers the company's tolerance for
higher financial risk amid the decline in sales of data protection
products to the federal government. The stable ratings outlook
incorporates Moody's expectations that SafeNet should be able to
maintain stable EBITDA margin and generate revenue growth in the
mid single digit rates, more than offsetting the weaker demand for
data protection solutions from the federal government through
increasing sales to enterprise customers and revenue growth of its
software rights management (SRM) products.

The B2 CFR is supported by SafeNet's good market position in the
niche segments within the data security market and the relatively
high barriers to entry in the company's classified government
business due to Type 1 certification requirements. The rating is
additionally supported by SafeNet's good growth prospects in the
enterprise data protection and SRM segments, which represent
growing markets, and the company's long-standing history as a
vendor of data security services to the U.S. government and its
agencies. The rating benefits from the company's prospective
stable free cash flows in the mid to high single digit ranges of
its total adjusted debt.

SafeNet's B2 CFR is constrained by the company's aggressive
shareholder oriented financial policies and the increase in the
company's business risk profile as it derives a larger proportion
of its revenues and the majority of growth from the intensely
competitive enterprise data protection market.

Given the increase in leverage and the company's shareholder-
oriented policies a ratings upgrade is unlikely in the next 12 to
18 months. Moody's could upgrade SafeNet's rating if financial
leverage could be sustained at less than 4.0x (Moody's adjusted),
incorporating potential for debt-financed distributions to
shareholders and ongoing modest-sized acquisitions. Additional
upgrade triggers include sustaining free cash flow/Debt ratio in
excess of 15% and maintaining a profitable, organic revenue
growth.

Moody's could downgrade SafeNet's ratings if EBITDA declines or
the company experiences an erosion in EBITDA margins such that
SafeNet is unable to sustain total debt-to-EBITDA leverage below
6.0x and free cash flow/Debt ratio remains below 5% (both metrics
Moody's adjusted), or liquidity becomes weak.

Moody's has taken the following rating actions:

  Issuer: SafeNet, Inc.

Ratings Assigned:

  First lien secured revolving credit facility due April 2016 --
  B1, LGD 3, 36%

  First lien secured Term Loan due April 2017 - B1, LGD 3, 36%

  Incremental first lien secured Term Loan due March 2018 - B1,
  LGD 3, 36%

  Second lien secured Term Loan due April 2016 -- Caa1, LGD 5, 87%

Ratings Affirmed:

  Corporate Family Rating -- B2

  Probability of Default Rating -- B2

    Unextended first lien secured revolving credit facility due
    April 2013 -- B1, LGD3, 36% (changed from 32%)

    Unextended first lien secured credit facility due April 2014
    -- B1, LGD3, 36% (changed from 32%)

    Unextended second lien secured credit facility due April 2015
    -- Caa1, LGD 5, 87% (changed from 83%)

Outlook action:

  Outlook changed to Stable from Positive

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

Headquartered in Belcamp, MD, SafeNet provides data security
solutions to government and enterprise customers. SafeNet was
taken private by Vector Capital in 2007. The company reported
$454.7 million in revenue in 2011.


SAINT VINCENTS: Court Approves Fourth Amendment to DIP Loan
-----------------------------------------------------------
The Hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York approved the Fourth Amendment to
Saint Vincents Catholic Medical Centers of New York, et al.'s
Debtor-in-Possession Credit Agreement.

The Fourth Amendment is effective as of Feb. 14, 2012.

The Debtors are authorized to pay the Fourth Amendment Fee, less
the fees that were paid pursuant to the two modifications approved
by the Court on Dec. 29, 2011, and Jan. 30, 2012.

The DIP Agent and DIP Lenders are entitled to, and are granted,
the full protections of Section 364(e) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Jan. 17, 2012, the
agreement was entered by the Debtors with General Electric Capital
Corporation, as agent, and GE Capital and TD Bank, N.A., as
lenders.

The fourth amendment contains these salient provisions, which
are generally consistent with the initial DIP Facility and the
various amendments thereto, among other things:

   a. Approved Budget.  The parties have negotiated a new approved
      budget, covering the period between Jan. 1, 2012, and
      March 30.

   b. Aggregate Commitments.  As of Jan. 1, the maximum aggregate
      commitment under the DIP Credit Agreement is reduced from
      $22,500,000 to $20,000,000.

   c. Cash Collateral Account.  Consistent with the terms of the
      DIP Credit Agreement, the Debtors will establish a cash
      collateral account for the deposit of certain unbudgeted
      funds, including the proceeds of sales of Nursing Homes.

   d. Conditions to Borrowing.  As an additional condition of
      borrowing, the Debtors have to deposit cash (whether
      proceeds from a sale Nursing Home or other cash) into the
      Cash Collateral Account.

   f. Fourth Amendment Fee.  In consideration for entering into
      the DIP Amendment and extending the Scheduled Maturity Date
      for three additional months, the Debtors will pay the DIP
      Agent, for the benefit of the DIP Lenders, an amendment fee
      of $50,000.

The Debtors are engaged in negotiations with the Debtors' key
constituencies on resolving claims and formulating a consensual
Chapter 11 Plan.

                        About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital  
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SCHOMAC GROUP: Has Access to Cash Collateral Until April 5
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Schomac Group, Inc., and Tedco, Inc.'s continued use of the cash
collateral until April 5, 2012.

Each of the Debtors is authorized to pay ordinary and necessary,
postpetition expenses in the ordinary course of operating its
business.  Each of the Debtors will not exceed the total budgeted
amount for any line item of expense in the budget by more than 5%
for any calendar month without the written consent of lender or an
order of the Court.

The Court also ordered that the Debtors are not authorized to use
lender's cash collateral to, among other things:

   -- pay any prepetition wages or other obligations owed to W. M.
   Schoff;

   -- make any payments to Montecito Bank; and

   -- for insurance premiums and expenses relating to Feather
   River Inn, and affiliates or insiders of the Debtors.

The right of the Debtors to use cash collateral will immediately
cease, without the requirement of notice or demand from the
lender, for so long as the trading price of the CubeSmart Units is
less than $7.75 per unit at the end of any trading day.

As adequate protection from any diminution value of the lender's
collateral, the Debtor will grant the lender replacement liens in
all property of the same kind and character of the collateral.

A continued hearing on the authority to use cash collateral will
be held on April 5, at 10:00 a.m.  

                 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.


SEARS HOLDINGS: Board OKs Restatement of Annual Incentive Plan
--------------------------------------------------------------
The Compensation Committee of the Board of Directors of Sears
Holdings Corporation, on March 7, 2012, approved the restatement
of the Sears Holdings Corporation Annual Incentive Plan and 2012
performance goals and measures thereunder, subject to stockholder
approval of the Sears Holdings Corporation Umbrella Incentive
Program, as amended and restated, at the Company's annual meeting
of stockholders to be held on May 2, 2012.

The AIP provides the opportunity for salaried and certain
corporate hourly employees of the Company, including its executive
officers, to receive an incentive award equal to a percentage of
his or her base salary or a dollar amount subject to the
attainment of quarterly and annual performance goals.

Awards under the AIP represent the right to receive cash or, at
the discretion of the Compensation Committee, shares of the
Company's common stock in lieu of cash or a combination of cash
and shares.  The issuance of common stock under the AIP is
contingent on the availability of shares of stock under a
shareholder approved plan of the Company providing for the
issuance of shares in satisfaction of AIP awards.

The AIP provides that, for each performance period, the
Compensation Committee will establish in writing the financial
performance goals and any particulars or components applicable to
each business and the annual incentive opportunity and assignment
with respect to each participant.  The primary financial
performance goals under the AIP for the executive officers are
based on SHC EBITDA, business unit operating profit, or a
combination of these goals.  The definition of the financial
performance goals, including SHC EBITDA and BOP, were approved by
the Compensation Committee.

The 2012 annual incentive opportunity for the Company's chief
executive officer, Louis J. D'Ambrosio, and the Company's chief
financial officer, Robert A. Schriesheim, is based solely on SHC
EBITDA.  The 2012 annual incentive opportunities for the Company's
current executive officers named in the Company's proxy statement
for the Company's 2011 annual meeting of stockholders under the
AIP are based on achievement of a combination of an SHC EBITDA
goal and certain BOP goals.  Specifically, the 2012 annual
incentive opportunity for W. Bruce Johnson is based on the level
of performance of the BOP goals for the business units for which
he is responsible and the level of performance for the SHC EBITDA
goal.  The 2012 annual incentive opportunity for each of Dane A.
Drobny and William R. Harker is based on the aggregate performance
for the BOP goal of certain operating business units and the level
of performance for the SHC EBITDA goal.  The AIP also provides for
quarterly SHC EBITDA targets, payout with respect which, if any,
will not be made until the payment date described below. Payouts
under the AIP will range from 25%, generally, of the target
incentive award at a threshold level of performance established by
the Compensation Committee for each performance goal to 200% of
the target incentive award at a maximum level of performance.
Target incentive awards will be calculated as a percentage up to
200% of base salary.  For the SHC EBITDA goal, the incentive
payout percentage between threshold and maximum payout is based on
a series of straight-line (linear) interpolations as follows: a
1.06% increase in payout for every 1% increase in SHC EBITDA from
threshold to a point below target, a 1.73% increase in payout for
every 1% increase in SHC EBITDA from such point to target, and a
2% increase in payout for every 1% increase in SHC EBITDA from
target to maximum level of performance.  For the BOP goals, payout
percentage at threshold varies by business unit.  Also for the BOP
goals, the incentive payout percentage between threshold and
target is based on straight-line (linear) interpolation with a 2%
increase in payout for every 1% increase in BOP from target to
maximum level of performance.

The Compensation Committee approved a target award percentage
under the AIP of 200% for Mr. D'Ambrosio, 150% for Mr.
Schriesheim, 100% for Mr. Johnson, 90% for Mr. Harker and 75% for
Mr. Drobny.

Certain additional conditions will apply in order for a
participant whose employment with the Company terminates due to
his or her death or disability prior to the payment date.  The
Company will pay awards earned under the AIP to participants
within 75 days after the end of the Company's 2012 fiscal year,
provided that the participant is actively employed by the Company
on the payment date and that the Company's stockholders approve
the Umbrella Program.  The AIP also provides that the Company will
seek reimbursement from executive officers if the Company's
financial statements or approved financial measures are subject to
restatement due to error or misconduct, to the extent permitted by
law.

                       About Sears Holdings

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company reported a net loss of $3.14 billion on $41.56 billion
of merchandise sales and services for the 52 weeks ended Jan. 28,
2012, compared with net income of $150 million on $42.66 billion
of merchandise sales and services for the 52 weeks ended Jan. 29,
2011.

The Company's balance sheet at Jan. 28, 2012, showed
$21.38 billion in total assets, $17.04 billion in total
liabilities and $4.34 billion in total equity.

                        Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'. "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011. We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'. The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai. She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SEAWORLD PARKS: S&P Lowers Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Orlando-based SeaWorld Parks & Entertainment Inc. to
'B+' from 'BB-'. The rating outlook is stable.

"In addition, we lowered our issue-level rating on the company's
senior secured credit facility, which currently consists of a
$172.5 million revolver, a $160 million term loan A, and an $844
million term loan B, to 'BB' from 'BB+', placing the issue-level
rating on CreditWatch with negative implications. The recovery
rating remains a '1', indicating our expectation of very high (90%
to 100%) recovery for lenders in the event of a payment default.
However, upon closing of the proposed transaction, we will revise
our recovery rating on the existing senior secured credit facility
to '2' from '1' and lower our issue-level rating to 'BB-' from
'BB', in accordance with our notching criteria," S&P said.

"At the same time, we assigned our preliminary 'BB-' issue-level
rating to SeaWorld's proposed $500 million incremental term loan
B. The preliminary recovery rating is '2', indicating our
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default. The company intends to use the
proceeds of the incremental term loan to fund a distribution to
SeaWorld's owners," S&P said.

"The downgrade reflects the expected spike in adjusted leverage to
over 5x following the proposed transaction from around 4x at Dec.
31, 2011," said Standard & Poor's credit analyst Ariel Silverberg,
"and our expectation that leverage will remain around 5x over the
intermediate term, in line with the 'B+' rating.' The downgrade
also reflects our belief that the owners will maintain an
aggressive financial policy with respect to distributions, which
we expect will preclude any sustained meaningful improvement in
credit measures, even if SeaWorld's credit measures improve over
the next few years."

"Our 'B+' corporate credit rating on SeaWorld reflects our
assessment of the company's business risk profile as 'fair' and
our assessment of the company's financial risk profile as
'aggressive'," S&P said.

"We have revised our assessment of SeaWorld's business risk
profile to fair from 'weak' (according to our criteria)," added
Ms. Silverberg, "reflecting recent strong performance, including
improvement in its EBITDA margin from the realization of cost-
reduction efforts, and our belief the company will maintain an
EBITDA margin in the high-20% area. While this level of
profitability is still below other rated theme park operators, it
compares favorably with many issuers in the leisure space. The re-
assessment also reflects our belief that the company will continue
to benefit from productive investments made in the business on new
attractions. We believe these positive factors are partially
offset by the company's EBITDA concentration in a few of its
parks, its reliance on consumer discretionary spending, the
capital intensity of the theme park business, and the seasonal
nature of several of its parks," S&P said.

"The stable rating outlook reflects our expectation that adjusted
leverage will remain around 5x over the intermediate term, in line
with the 'B+' rating given our assessment of SeaWorld's business
risk profile as fair," S&P said.

"We would consider lower ratings if performance is significantly
weaker than we currently anticipate, or if the company pursues
additional debt-financed distributions that result in adjusted
leverage increasing above 5.5x on a sustained basis. Higher
ratings are unlikely at this time given our performance
expectations and our belief that the owners will maintain an
aggressive financial policy regarding distributions," S&P said.


SERVICE IS US: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Service Is Us, Inc.
        5459 N. Broadway
        Chicago, IL 60640

Bankruptcy Case No.: 12-09517

Chapter 11 Petition Date: March 11, 2012

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: Joseph A. Baldi, Esq.
                  BALDI BERG & WALLACE, LTD.
                  19 S Lasalle Street Suite 1500
                  Chicago, IL 60603
                  Tel: (312) 726-8150
                  Fax: (312) 332-4629
                  E-mail: jabaldi@baldiberg.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-09517.pdf

The petition was signed by David Todd Armbruster, president.


SHRI JALA: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Shri Jala Bapa, Inc.
        4050 S. Ferdon Blvd.
        Crestview, FL 32536

Bankruptcy Case No.: 12-30318

Chapter 11 Petition Date: March 13, 2012

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: J. Steven Ford, Esq.
                  WILSON, HARRELL, FARRINGTON
                  307 S. Palafox Street
                  Pensacola, FL 32502
                  Tel: (850) 438-1111
                  Fax: (850) 432-8500
                  E-mail: jsf@whsf-law.com

Estimated Assets: $0 to $50,000

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

A copy of the list of six largest unsecured creditors is
available for free at http://bankrupt.com/misc/flnb12-30318.pdf

The petition was signed by Harshadbhai Patel, president, director.


SONICWALL INC: Moody's Expects Repayment of Ba3-Rated Debt
----------------------------------------------------------
Dell Inc.'s A2 long-term and Prime-1 short-term ratings are not
affected by the announcement that Dell agreed to acquire
SonicWALL, Inc. a provider of network security products to small
and mid-size enterprises. Moody's views the acquisition as credit
positive as it expands Dell's software portfolio while enhancing
its intellectual property in network security. Upon closing,
Moody's expects SonicWALL's senior secured debt (rated Ba3, with
corporate family rating of B2) to be repaid, upon which time
Moody's will withdraw all of SonicWALL's debt ratings.

Dell Inc., headquartered in Austin, Texas, is one of the world's
leading providers of personal computers, servers, and related
devices. SonicWALL, Inc. is a provider of network security
products to small and mid-sized enterprises and is headquartered
in San Jose, CA.


SOUTHGATE BUSINESS: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Southgate Business Center, LLC
        dba Southgate Business
        5311 Northfield Road
        Suite 325
        Bedford Heights, OH 44146-1135

Bankruptcy Case No.: 12-11760

Chapter 11 Petition Date: March 11, 2012

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Pat E Morgenstern-Clarren

Debtor's Counsel: Kenneth J. Freeman, Esq.
                  KENNETH J. FREEMAN CO, LPA
                  515 Leader Bldg.
                  526 Superior Ave
                  Cleveland, OH 44114-1903
                  Tel: (216) 771-9980
                  Fax: (216) 771-9978
                  E-mail: kjfcolpa@aol.com

Scheduled Assets: $1,264,739

Scheduled Liabilities: $1,837,122

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohnb12-11760.pdf

The petition was signed by Peter Wairegi, managing member.


SPROUTS FARMERS: S&P Places 'B+' Corp. Credit Rating on Watch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Phoenix-
based Sprouts Farmers Markets Holdings LLC, (Sprouts) including
the 'B+' corporate credit rating, on CreditWatch with negative
implications following its announcement that it has signed an
agreement to merge with Sunflower Farmers Markets. The resulting
company will be majority-owned by a fund affiliated with Sprouts'
current private equity sponsor, Apollo Global Management LLC
(Apollo).

"Sprouts' CreditWatch placement reflects our view that the
company's financial risk profile may deteriorate as a result of
its merger of Sunflower," said Standard & Poor's credit analyst
Charles Pinson-Rose.

"The company did not disclose the financial terms of the
transaction or if the transaction was subject to any financing
commitment. Nonetheless, we expect Sprouts and Apollo will look to
raise additional debt to at least partly fund the transaction. We
believe that if Sprouts finances the considerations to Sunflower's
shareholders predominately with debt, the financial risk could
increase such that we may consider a lower rating, especially
considering debt amounts the company used to fund other Apollo
acquisitions," S&P said.

"We intend to resolve the CreditWatch once the combined company
has a financing structure in place, gets the needed approvals, and
we are reasonably sure the acquisition will be consummated. We
expect to assess the financial risk related to the new capital
structure and the business risk profile with management's plans
and strategies to merge the two companies and the postacquisition
operational and merchandising strategies. We expect a downgrade,
if any, would be limited to one notch and that we would resolve
the CreditWatch by the end of June 2012," S&P said.


SWISS CHALET: Authorized to Disburse $5.83-Mil to CPS/GS PR NPL
---------------------------------------------------------------
The Bankruptcy Court has approved the immediate disbursement by
wire transfer of $5,831,000 in consigned funds, without interest,
less any fees imposed by law, to CPG/GS PR NPL LLC.

Judge Enrique Lamoutte Inclan also ordered to transfer the
interest accrued in the amount of $286.76 from the Registry
interest bearing account #3004138049 to the noninterest bearing
account #690-0001-5.

The Debtors and CPG/GS PR NPL LLC are granted 10 days to file a
motion for the ownership of the interest amount.  After failure to
reply, the funds will be returned to the Debtor.

                    About The Swiss Chalet Inc.

The Swiss Chalet Inc., developed the Gallery Plaza Condominium and
Atlantis Condominium in San Juan, Puerto Rico.  SCI also owns the
DoubleTree Hotel in Condado, San Juan, Puerto Rico, adjacent to
the Gallery Plaza.  SCI filed a Chapter 11 petition (Bankr. D.
P.R. Case No. 11-04414) on May 27, 2011.  Charles A. Cuprill,
P.S.C. Law Offices, in San Juan, P.R., serves as its bankruptcy
counsel.  CPA Luis R. Carrasquillo & Co., P.S.C., serves as its
financial consultants.  In its schedules, the Debtor disclosed
total assets of $115,580,977 and total debts of $138,603,384.  The
petition was signed by Arnold Benus, director.


SYNC TECHNOLOGIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Sync Technologies, Inc.
        2727 2nd Avenue
        Suite 123
        Detroit, MI 48201

Bankruptcy Case No.: 12-46005

Chapter 11 Petition Date: March 12, 2012

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

Judge: Marci B. McIvor

Debtor's Counsel: Jay S. Kalish, Esq.
                  JAY S. KALISH & ASSOCIATES, P.C.
                  28592 Orchard Lake Road, Suite 360
                  Farmington Hills, MI 48334
                  Tel: (248) 932-3000
                  E-mail: JSKalish@aol.com

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

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 Leonard Stallings, vice-president.


TBS INTERNATIONAL: Defends Chapter 11 Plan Against Shareholders
---------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones Daily Bankruptcy Review,
reports that TBS International PLC responded to shareholder
objections of its Chapter 11 plan on March 12, 2012, saying the
restructuring is its only option to avoid liquidating the
41-vessel fleet operation.

"Absent receiving the benefits that the restructuring promises,
the debtors have no viable strategy to exit from Chapter 11 or to
escape liquidation," the report quotes TBS International as saying
in documents filed with the U.S. Bankruptcy Court in White Plains,
N.Y.

TBS obtained $42.8 million in bankruptcy financing from a group of
four secured lenders, which TBS International's financial adviser
called the "sole reason" the company hasn't already liquidated. No
one but the secured lenders were willing to provide financing.

According to the report, TBS International said it doesn't have
the ability "to cramdown a result on the prepetition secured
lenders that preserves value for equity security holders."  
Besides, equity holders wouldn't receive a recovery in a
liquidation either.

Equity holders have said TBS's assets were undervalued by the plan
and that TBS hasn't market tested its assets.  Therefore, the
shareholders argued, the company can't show that the Chapter 11
restructuring is better for shareholders than a liquidation.  The
Bankruptcy Code requires that the recoveries under a Chapter 11
restructuring not be less than would be received in a liquidation.

The report notes equity holders Father Securities Ltd. and Maxim
Naumov had called for TBS to try to market test its assets with an
auction rather than hand the company over to lenders.  But TBS
said it and its financial adviser have "searched extensively but
unsuccessfully" for alternative restructurings.

The report notes the current plan exchanges secured lenders' $175
million in debt for 90% equity in the company plus $151 million in
new loans while canceling equity holder interests.  The plan has
the support of creditors, who are being paid in full.

The report says TBS was formally delisted from the Nasdaq Stock
Market effective March 5 because it no longer qualified.  Its plan
proposes restructuring as a private company.

                     About TBS International

TBS International plc, TBS Shipping Services Inc. and its various
subsidiaries and affiliates -- http://www.tbsship.com/-- filed
for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-22224)
on Feb. 6, 2012.  TBS provides ocean transportation services that
offer worldwide shipping solutions to a diverse client base of
industrial shippers in more than 20 countries to over 300
customers.  Through a 41-vessel fleet of multipurpose tweendeckers
and handysize and handymax dry bulk carriers, TBS, in conjunction
with a network of affiliated service companies, offers (a) liner,
parcel and bulk transportation services and (b) time charter
services.

TBS's global headquarters, located in Yonkers, New York, oversees
all major corporate and operational decision-making, including in
connection with drydocking of vessels and other capital
expenditures, fleet positioning, and cargo arrangements with third
parties, including major vendors and customers.  As of the
Petition Date, TBS has roughly 140 employees worldwide, the vast
majority of whom work in the corporate headquarters.  For the year
ended Dec. 31, 2011, TBS's consolidated net revenue was roughly
$369.7 million.  Its consolidated debt is roughly $220 million.

TBS filed together with the petition its Joint Prepackaged Plan of
Reorganization dated Jan. 31, 2012.  As of the Petition Date, the
Debtors have received overwhelming acceptance of the Plan from all
voting classes.  If confirmed, the Plan will implement an agreed
restructuring of the Debtors' obligations to their prepetition
secured lenders, provide for the payment of all general unsecured
claims in full, and effect the cancellation of existing equity
interests at the parent holding company levels and the issuance of
new equity interests to certain of the Debtors' lenders and key
management.  To implement this restructuring, the Debtors have
obtained commitments to provide $42.8 million in debtor-in-
possession financing and an equivalent amount of exit financing.

The Debtors are requesting a hearing to confirm the Plan within 35
days of the Petition Date.

Judge Robert D. Drain presides over the case.  Michael A.
Rosenthal, Esq., and Matthew K. Kelsey, Esq., at Gibson, Dunn &
Crutcher LLP, serve as the Debtors' counsel.  The Debtors'
investment banker is Lazard Freres & Co. LLC, the financial
advisor is AlixPartners LLP.  Cardillo & Corbett serves as special
maritime and corporate counsel, Garden City Group serves as
administrative agent and Gibson, Dunn & Crutcher as counsel.

The petition was signed by Ferdinand V. Lepere, executive vice
president and chief financial officer.

TBS disclosed US$143 million in assets and US$220 million in
debt.

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


TELESAT HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Ottawa, Ontario-based satellite communications
provider Telesat Holdings Inc. and its 100%-owned operating
subsidiary Telesat Canada (collectively Telesat). The outlook is
stable. "On a pro forma basis, and when excluding cross currency
basis swap liabilities (about C$160 million as of Dec. 31, 2011.),
we expect the company to have about C$3.5 billion of reported
debt," S&P said.

"At the same time, we assigned our 'BB-' issue-level rating to the
company's proposed C$2.55 billion equivalent senior secured credit
facility, consisting of a $150 million revolver, a $500 million
Term Loan A denominated in Canadian dollars and a $1.9 billion
Term Loan B. The recovery rating of '2' on these securities
indicates our expectation of substantial (70% to 90%) recovery for
lenders in the event of payment default. Ratings are based on
preliminary documentation and are subject to review of final
documents. We will withdraw ratings on all the retired debt issues
when the transaction closes," S&P said.

"The company intends to use proceeds from the new debt issuance to
refinance its existing C$2.25 billion equivalent credit facility
(of which about C$1.95 billion was outstanding as of Dec. 31,
2011) and partially fund a C$705 million one-time dividend to its
sponsors and option holders. Following these capital activities
(which includes conversion of about C$141 million of sponsor owned
preferred shares into debt), we expect gross debt to increase by
about C$590 million and Telesat's Standard & Poor's adjusted debt
to EBITDA ratio to weaken by about 0.8x to 6x based on EBITDA for
the 12 months ended Dec. 31, 2012. Our ratings affirmation
reflects our view that the higher debt leverage is within the
range of our expectation for the ratings and our expectation that
the company should be able to deleverage to the low-5x area within
the next couple of years as it improves EBITDA from planned
expansion satellite launches," S&P said.

"Finally, we affirmed our 'B-' issue-level rating and '6' recovery
rating on the company's existing $693 million senior unsecured
notes due 2015 and $217 million senior subordinated notes due
2017," S&P said.

"The ratings on Telesat reflect what Standard & Poor's Ratings
Services views as an aggressive financial risk profile that is
partially mitigated by the company's attractive business
characteristics," S&P said.

"The stable outlook reflects our view that Telesat's C$5.4 billion
backlog of contracted revenues offers good visibility for revenue
and EBITDA for the next couple of years. Although we recognize
that the company's demonstrated history of deleveraging, expanding
satellite fleet, and higher profitability are supportive of
potentially improving creditworthiness, the ratings on Telesat are
likely to remain constrained at current levels owing to its
ownership structure and future financial policy considerations. We
note that the outcome of the company's plans for an initial public
offering, additional dividend recapitalization, or other strategic
alternatives will remain an important factor affecting ratings in
the future. Also, should the company adopt more aggressive growth
plans, which could lead to an increase in adjusted gross debt to
EBITDA ratio to the 7x level on a sustained basis or result in its
tightening liquidity, we could consider downgrading the company,"
S&P said.


TENNECO INC: Fitch Affirms Issuer Default Rating at 'BB'
--------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Issuer Default Rating (IDR)
and the various issue ratings of Tenneco Inc. (TEN).  In addition,
Fitch has assigned a rating of 'BBB-' to TEN's proposed $700
million secured revolving credit facility and proposed $250
million secured term loan A.  Fitch has revised TEN's Rating
Outlook to Positive from Stable.

The revision of TEN's Rating Outlook to Positive reflects Fitch
expectations that the auto supplier's credit profile will continue
to strengthen over the intermediate term as global auto sales
continue to grow and demand for the company's emission control
technologies remains strong.  In particular, increasingly
stringent regulations governing commercial truck and off-highway
vehicle emissions will provide additional growth opportunities
outside of TEN's traditional light vehicle market.  Primary risks
to the company's credit profile include industry cyclicality,
volatile raw material costs and increasing gasoline prices,
although the decline in the company's cost structure and its
stronger balance sheet have improved its ability to withstand
another downturn in global auto demand.

The proposed $700 million secured revolving credit facility will
replace TEN's current $622 million revolving credit facility ($66
million of which will terminate later this month) and its $130
million tranche B-1 letter of credit/revolving loan facility.  The
proposed $250 million term loan A will supplement the company's
existing $148 million term loan B, which is anticipated to remain
in place. Proceeds from the proposed $250 million term loan A will
be used to tender for the TEN's $250 million in 8.125% senior
unsecured notes due 2015.  The company commenced its tender offer
for these notes on March 8, 2011.  The new revolver will mature in
2017, versus 2014 for the existing revolver and tranche B-1
facility (although the existing revolver would mature in December
2013 if the tranche B-1 facility had not been refinanced prior to
that).  The new term loan A also matures in 2017, while the
existing term loan B continues to have a 2016 maturity.

Provided all of the proposed transactions are completed as
contemplated, TEN's overall debt level is expected to be about the
same, although its intermediate-term maturity profile will be more
favorable, with no significant maturities until 2016, and annual
interest expense will likely be meaningfully lower.  Replacing the
unsecured notes with the new secured term loan A increases the
amount of secured debt in the capital structure ahead of the
remaining unsecured notes.  However, by entering into a term loan,
rather than issuing new notes, TEN will have increased flexibility
to de-lever its balance sheet by prepaying the term loan debt
without penalty, which could ultimately benefit TEN's bondholders.

The 'BBB-' rating assigned to TEN's current and proposed secured
credit facilities, two notches above the IDR, reflects the
facilities' collateral backing, which includes virtually all of
the company's U.S. assets, as well as up to 66% of the stock of
TEN's first-tier foreign subsidiaries. The credit facilities also
are guaranteed on a secured basis by TEN's material U.S.
subsidiaries.  The 'BB-' rating assigned to the company's
unsecured debt, one notch below the IDR, reflects the substantial
amount of secured debt in the company's capital structure.  Fitch
notes that, pro forma for the new credit facility and the
redemption of the 8.125% unsecured notes, if TEN were to fully
draw on its revolving credit facility, over half of the company's
debt would be secured.

Fitch expects TEN will continue to see demand for its products
outpace overall vehicle production due to its strong position in
the global emission control and ride control segments.  Worldwide,
emission regulations in most major auto markets continue to
tighten, and are becoming increasingly stringent for commercial
trucks and off-highway construction equipment, as well.  In
addition, tightening regulations for locomotives and marine
equipment present further opportunities to diversify the company's
revenue stream.  TEN estimates that up to 35% of its original
equipment revenue will be driven by commercial vehicle and off-
highway business by 2015, nearly tripling versus about 12% in
2011.  This level of growth, on top of the expected rise in global
light vehicle production, could lead to a doubling the company's
original equipment revenue over the next five years.  Combined
with the permanent changes to the company's cost structure,
including new or expanded manufacturing facilities in a number of
low-cost countries, Fitch expects higher business levels to
support margins at or above current levels over the intermediate
term.

In 2011, TEN's credit profile strengthened as a result of its
improved operating performance, while its debt level remained
roughly flat.  As of Dec. 31, 2011, TEN's leverage (balance sheet
debt/Fitch-calculated EBITDA) stood at 2.0 times (x), down from
2.3x at year-end 2010, while total debt of $1.2 billion was
virtually unchanged.  Free cash flow of $32 million in 2011 was
weaker than the $93 million produced in 2010 as a result of higher
capital spending and increased cash used for working capital as
business levels increased.  Fitch's calculation of funds flow from
operations (FFO) adjusted leverage was 3.4x at year-end 2011, up
from 3.0x at year-end 2010, reflecting primarily an increase in
rent expense and off-balance sheet European securitization debt.  
Although revenue increased 21% in 2011 to $7.2 billion, margins
declined somewhat on higher costs, including increased material
and engineering expenses.  Fitch's calculated EBITDA margin
declined to 8.5% in 2011 from 8.9% in 2010.  Liquidity remained
strong, however, with $214 million in cash and access to the
aforementioned credit facilities, while short-term debt maturities
(including current maturities of long-term debt) totaled only $66
million.

Over the intermediate term, Fitch expects TEN's metrics to
strengthen as the company benefits from improving market
conditions, new business wins and continued discipline on
controllable costs, all of which will lead to higher margins and
free cash flow.  Fitch's projects that leverage will decline
during 2012 and could fall further, potentially to below 1.5x, by
year-end 2013 if the company targets its free cash flow toward
modest debt reduction.  Fitch expects free cash flow to remain
solidly positive over the intermediate term, even with increased
capital spending to support new programs coming on line over the
next several years.

The funded status of TEN's global pension plans declined in 2011,
with the plans only 67% funded at year-end 2011 versus a 74%
funded status at year end 2010.  In the U.S., TEN's plans were
only 58% funded at Dec. 31, 2011, versus a funded status of 68% at
the end of 2010. As with many corporate plans, the lower funded
status was primarily due to the decline in long-term interest
rates, with TEN using a 4.8% discount rate to value its projected
benefit obligation in 2011.  In 2010, the company used a 5.6%
discount rate.  Despite the underfunded status, on a dollar basis,
TEN's global plans were only underfunded by $255 million ($175
million in the U.S.), which Fitch believes is manageable, given
the company's liquidity position and free cash flow prospects.  
TEN has estimated that required cash contributions to its global
pension plans will be $48 million in 2011, up from $45 million in
2010.

The greatest risk facing TEN's credit profile in the near term is
the potential for a slowing of the global economy and the
resulting decline in vehicle production.  This risk is partially
offset, however, by the company's increasingly diverse customer
base, lower cost structure, and the increasingly stringent
regulatory environment, which will continue to drive the market
for emission control solutions regardless of global economic
conditions.  In addition, a lack of meaningful debt maturities
until 2017, assuming the proposed capital structure transactions
are successfully completed, further helps to mitigate near-term
liquidity risk in a weakened demand environment.  Rising fuel
prices also present a risk to the extent that they could result in
a decline in overall vehicle demand, as well as cause a demand
shift toward smaller vehicles that are less profitable for TEN,
and higher raw material costs could put additional pressure on
TEN's margins.  Fitch notes, however, that TEN passes along a
substantial portion of its material costs to its original
equipment customers, although offsetting higher material costs in
the aftermarket could be more difficult.

Fitch could upgrade TEN's IDR to 'BB+' in the intermediate term if
global vehicle production continues to grow and ongoing demand for
the company's products leads to a further strengthening of its
credit metrics.  On the other hand, Fitch could revise the Rating
Outlook back to Stable if global vehicle production growth slows
or declines as a result of a weakening in the world economy,
causing a meaningful deterioration in the company's credit metrics
over a prolonged period.  Any debt-financed acquisitions or
shareholder-friendly actions that result in a significant increase
in leverage also could prompt a negative rating action.

Fitch has taken the following rating actions on TEN:

  -- Issuer Default Rating (IDR) affirmed at 'BB';
  -- Proposed secured revolving credit facility assigned at  
     'BBB-';
  -- Proposed secured term loan A assigned at 'BBB-';
  -- Secured term loan B affirmed at 'BBB-';
  -- Existing secured revolving credit facility and tranche B-1
     facility affirmed at 'BBB-';
  -- Senior unsecured rating affirmed at 'BB-';
  -- Rating Outlook revised to Positive from Stable.


THORNBURG MORTGAGE: Former Executives Respond to SEC Lawsuit
-----------------------------------------------------------
Larry Goldstone and Clay Simmons, the former CEO and CFO of TMST,
Inc., (formerly known as Thornburg Mortgage), respectively,
responded to the filing of a civil lawsuit against them by the
U.S. Securities and Exchange Commission.  Goldstone and Simmons
believe the action is wholly without merit.  They have refused to
settle the matter with the SEC, as they do not believe that their
actions or the factual record support the SEC's allegations.  
Instead, they will vigorously defend themselves in court, certain
they will prevail.  TMST was the nation's second largest
independent mortgage originator and became a casualty of the 2008
financial crisis when it was forced to file for bankruptcy in May
2009 after its lenders refused to continue to extend credit
because of their own financial difficulties.

"We are profoundly disappointed by the SEC's lawsuit, which is
based on unfounded claims, emails taken out of context and
inaccurate interpretations of management's actions surrounding the
company's financial filings at the height of the financial crisis
in February and March 2008.  The SEC's case singles out and
punishes us for not having the clairvoyance to anticipate an
unprecedented financial system crisis.  It is worth noting that
this same crisis was not foreseen by two Secretaries of the
Treasury, two Chairmen of the Federal Reserve, the Chairman of the
SEC, and the heads of major public and private financial
institutions across the globe.  Any fair and objective assessment
of our actions during that time shows that the SEC's allegations
against us have no merit," said Goldstone and Simmons.  "In its
zealousness to find people to blame for the financial crisis, the
SEC has brought a case based on hindsight that is not supported by
the facts, unwinnable in court, and profoundly unfair."

The key facts include the following:

-- The Company's 2007 10-K filing fully disclosed all relevant
information in clear terms, providing robust and extraordinary
disclosure about the margin calls that TMST had received, and more
importantly, about the risks of future margin calls and the
possible need to sell assets.  The "Recent Developments" section
of the 10-K was highly unusual because of its explicit disclosures
about the threats to the company's business from unprecedented
market events.  The market clearly understood the gravity of
TMST's disclosure; there was a precipitous drop in stock price
that day.

-- KPMG, the company's auditor, conducted a review of the
circumstances surrounding TMST's financial statements at the time
and stated that it had no concerns about management's integrity,
that it had found no material weaknesses in the company's internal
controls, and that the restatement of TMST's financials resulted
from "an error in judgment" about the impact of rapidly changing
and illiquid credit markets on the company's financial condition
and not from fraud on the part of management.

-- Goldstone and Simmons communicated candidly and forthrightly
with investors while they waged an 18-month battle to save the
company and hundreds of jobs in New Mexico during a period of
unprecedented market turmoil.  In fact, under their leadership,
TMST explicitly warned investors about the volatility of the
mortgage securities market and the threats to its business from
highly uncertain market conditions at that time.

-- Goldstone and Simmons share a long-standing reputation as
industry leaders who conducted themselves at all times with
integrity, transparency, and good corporate stewardship.  Under
their leadership, TMST became an industry leader renowned for its
high quality lending, which created a portfolio of loans and
mortgage securities of outstanding credit quality whose
delinquency rates remain well below the industry average.

-- Goldstone and Simmons were so well respected by the industry
and the investment community that they raised nearly $2 billion
through a series of stock and bond offerings even as other larger
mortgage companies and global financial institutions collapsed
around them.

-- The SEC's charges focus solely on one filing and a two-week
period in late February and early March 2008, and rests on
hindsight judgment about what Goldstone and Simmons supposedly
should have disclosed in the midst of an historic market collapse.
Within days after the events at issue, the Vice Chair of the
Federal Reserve testified that the problems in the mortgage and
housing markets were "highly unusual" and that in general these
market circumstances "should not threaten their viability."  And
the Chairman of the SEC, in discussing investment banks, said "We
have a good deal of comfort about the capital cushions at these
firms at the moment." Five days later, Bear Stearns collapsed.

-- Neither Goldstone nor Simmons profited from the financial
statements that the SEC claims were false. Indeed, Goldstone has
never sold a single share of TMST stock, while Simmons sustained
losses on the small number of shares he sold.  Both men lost
substantial sums as a result of their efforts to save the company.

Messrs. Goldstone and Simmons are represented by Wilmer Cutler
Pickering Hale and Dorr LLP.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-
family residential mortgage lender focused principally on prime
and super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by Shapiro Sher Guinot &
Sandler.


TIRE VISIONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tire Visions Inc.
        dba Susquehanna Recycling
        938 Mine Road
        Northern Cambria, PA 15714

Bankruptcy Case No.: 12-70237

Chapter 11 Petition Date: March 12, 2012

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Judge: Jeffery A. Deller

Debtor's Counsel: James R. Walsh, Esq.
                  SPENCE CUSTER SAYLOR WOLFE & ROSE
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423
                  E-mail: jwalsh@spencecuster.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/pawb12-70237.pdf

The petition was signed by John W. Hobor, president.


TRIUS THERAPEUTICS: Incurs $12.5 Million Net Loss in 4th Quarter
----------------------------------------------------------------
Trius Therapeutics, Inc., reported a net loss of $12.51 million on
$5 million of total revenue for the three months ended Dec. 31,
2011, compared with a net loss of $8.75 million on $2.52 million
of total revenues for the same period a year ago.

The Company reported a net loss of $18.25 million on $41.01
million of total revenues for the year ended Dec. 31, 2011,
compared with a net loss of $23.86 million on $8.03 million of
total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $68.12
million in total assets, $18.23 million in total liabilities and
$49.89 million in total stockholders' equity.

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

                        http://is.gd/7c9sRV

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

The Company has incurred losses since its inception and it
anticipates that it will continue to incur losses for at least the
next several years.  The Company does not anticipate that its
existing working capital, including the funds received on
Aug. 6, 2010, from its IPO, alone will be sufficient to fund its
operations through the successful development and
commercialization of torezolid phosphate or any other products it
develops.  As a result, the Company says it will need to raise
additional capital to fund its operations and continue to conduct
clinical trials to support potential regulatory approval of
torezolid phosphate and any other product candidates.


TYSON FOODS: Moody's Affirms 'Ba1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating and
Probability of Default Rating of Tyson Foods Inc. at Ba1 and
revised the rating outlook to positive from stable. Moody's also
affirmed existing senior unsecured debt and shelf ratings of Tyson
Foods, Inc. and its subsidiaries.

The outlook revision to positive reflects Moody's expectation that
Tyson should be able to sustain moderate leverage and strengthen
its liquidity profile over the next 12 -- 18 months, which could
lead to an upgrade. Moody's positive outlook also takes into
consideration that the protein industry could experience
challenges over the next year, especially in chicken and beef that
combined represent over 75% of Tyson's sales.

"Given the amount of debt Tyson has recently paid down, leverage
is currently less of a concern than it has been in the past," said
Brian Weddington, a Moody's VP-Senior Credit Officer. "As we move
through this period when we expect that two of the three main
proteins are likely to generate below-average earnings, leverage
should remain reasonably low, but Tyson may need to further
strengthen its liquidity profile to warrant an upgrade," added Mr.
Weddington

Ratings Rationale

The Ba1 CFR reflects Tyson's large size and scale in three main
proteins -- chicken, pork and beef -- that compensates for the low
margins and highly competitive nature of the meat processing
industry. The rating also reflects meaningful improvements in
Tyson's operating strategy in recent years that has focused more
on margin management than on market share as it has in the past.

Tyson's SGL-1 Speculative Grade Liquidity Rating reflects the
company's $857 million cash balance at the end of December 2011,
anticipated positive free cash over the next 12 months, and
approximately $855 million of availability under its revolving
credit facility that has financial covenants that are not
currently restrictive, although they could be in the event of
severe earnings volatility.

Ratings Affirmed:

Tyson Foods Inc.

Corporate Family Rating at Ba1;

Probability of Default Rating at Ba1;

Senior unsecured notes, guaranteed by Tyson Fresh Meats, Inc., at
Ba1 (LGD4, 62%);

Senior unsecured notes due 2018 at Ba2 (LGD6, 90%);

Senior unsecured notes due 2028 at Ba2 (LGD6, 90%);

Senior unsecured shelf at (P)Ba2 (LGD6, 90%);

Speculative Grade Liquidity Rating at SGL-1;

The rating outlook has been revised to positive from stable.

Tyson Fresh Meats:

The rating outlook has been revised to positive from stable.

Tyson has reduced its funded debt by $1.3 billion, more than a
third of its debt, since 2009 to $2.2 billion at the end of fiscal
2011 ending last September. Most of the reduction occurred in
fiscal 2010 when falling commodity prices, including corn, surging
foreign demand and tighter supplies generated unusually strong
profit and cash flows in all proteins that year. Since then, as
input prices began to rise again, Tyson's operating profit margins
have tightened (especially in chicken, which generated an $82
million operating loss in the fourth quarter) to 4.3% in fiscal
2011 on a Moody's-adjusted basis from 5.8% in the prior year --
but still historically high profit levels. Moody's notes that
Tyson's median quarterly operating profit margin and EBITDA margin
over the past 10 years is 2.8% and 3.4%, respectively. On a
median-adjusted basis, debt/EBITDA leverage is approximately 2.9x
compared to 1.9x as of December 31, 2011 incorporating Moody's
standard accounting adjustments. Thus, although Tyson has
implemented several cost savings initiatives that should
eventually lift its median profit margins, Moody's believes that
the current profitability levels are not likely sustainable.

Another important enhancement to Tyson's credit profile is the
company's focus on maintaining solid liquidity levels, which
Moody's considers vitally important for operators in the volatile
protein industry. Tyson's stated target liquidity, defined as cash
and committed revolving credit facilities, is $1.2 billion to $1.5
billion. The company has sustained at least this amount of
liquidity fairly consistently over the past seven years -- current
liquidity is approximately $1.7B, of which $857 million is cash.
However, Tyson's back-up liquidity consists largely of a $1
billion revolving bank credit facility that features earnings-
sensitive covenants that could restrict availability when it is
most needed. Moreover, the company will lose $458 million of
liquidity by Moody's definition later this year when notes due
November 2013 become a current maturity. Given the cyclical nature
of the protein industry, and considering the current environment
of high input price volatility, Moody's will need to be more
comfortable that Tyson will have continued access to sufficient
alternative liquidity sources, even in times of severe earnings
stress, before an upgrade would occur.

Finally, Moody's recognizes the enhancements senior management has
made to Tyson's operating strategy that is currently focused more
on margin management than on market share as it has in the past.
The company has implemented several sustainable cost efficiency
measures including plant closings, accelerated production line
speeds, and more effective supply chain programs that have
contributed to the recent rise in operating profits. In addition,
there is evidence that Tyson intends to exercise more discipline
in managing its chicken output against demand than it has in the
past. Tyson recently has participated in industry-wide reductions
in chicken production volumes, which has moderated the severity of
ongoing challenges in the chicken industry amid high input costs.
This is in contrast to 2008, when as spiking corn prices were
causing major losses for chicken producers, Tyson elected not to
reduce its output. Later that year, Pilgrim's Pride, the largest
US chicken producer at the time, filed for bankruptcy under the
weight of high leverage and heavy losses.

Moody's could upgrade the ratings to investment grade if Tyson
maintain modest leverage, positive free cash flow generation and a
solid liquidity profile. Specifically, Moody's could upgrade the
ratings if the company maintains debt/EBITDA below 2.5 times,
EBITA/interest expense above 5 times and combined cash and
external liquidity sources of at least $1.5 billion. In addition,
Moody's would need to be comfortable that Tyson will be able to
maintain sufficient access to liquidity sources, even in times of
severe earnings stress.

Moody's would consider downgrading Tyson's ratings if liquidity
deteriorates (such as erosion of cushion under financial
maintenance covenants or a large reduction in the company's cash
balance) or if an unfavorable supply and demand environment drives
down profitability. Specifically, ratings could be downgraded if
debt-to-EBITDA is sustained above 3.0 times, the company generates
negligible free cash flow or liquidity falls below $1 billion.

The principal methodology used in rating Tyson was the Global Food
- Protein and Agriculture 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.


UNITED SURGICAL: S&P Rates $440-Mil. Sr. Unsecured Notes at 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Adisson, Texas-based
United Surgical Partners International Inc.'s new $440 million
senior unsecured notes due 2020 its 'CCC+' issue-level rating (two
notches lower than the 'B' corporate credit rating on the
company). "We also assigned a recovery rating of '6' to the
notes, indicating our expectation of negligible (0% to 10%)
recovery for lenders in the event of a payment default. United
Surgical Partners will use the proceeds from the note, in addition
to its new senior secured credit facility, as part of the
refinancing of its capital structure and payment of a $270 million
dividend to its shareholders," S&P said.

"The ratings on United Surgical Partners reflect what we consider
its 'highly leveraged' financial risk profile and 'weak' business
risk profile. We see the transaction adding $150 million of
adjusted debt, and adjusted debt leverage increasing minimally.
While reported debt will increase $330 million, adjusted debt will
increase by approximately $150 million because there will be
around a $180 million reduction in preferred stock (which we
already consider debt). The reduction in preferred stock includes
$100 million in the spin-off of the U.K. facilities to
shareholders. We expect adjusted debt leverage to increase
minimally and remain below 9x. We believe the annual cash interest
expense will increase to about $87 million from $65 million," S&P
said.

"United Surgical Partners' highly leveraged financial risk profile
reflects our expectation that adjusted leverage will remain above
8x over the next few years because of the cumulative dividend of
the preferred stock and our expectation for high-single-digit
revenue and EBITDA growth. We expect organic revenue growth in the
mid-single-digit area, reflecting a 2% to 3% increase in
reimbursement and the remainder from volume," S&P said.

Ratings List

United Surgical Partners International Inc.
Corporate Credit Rating         B/Stable/--

New Ratings

United Surgical Partners International Inc.
Senior Unsecured
  $440 mil notes due 2020        CCC+
   Recovery Rating               6


USEC INC: Enters Into $235MM Revolving Credit Pact with JPMorgan
----------------------------------------------------------------
USEC Inc. and its wholly owned subsidiary, United States
Enrichment Corporation, entered into a Fourth Amended and Restated
Revolving Credit Agreement with the lenders parties thereto,
JPMorgan Chase Bank, N.A., as administrative and collateral agent,
and the revolving joint book managers, revolving joint lead
arrangers and other agents parties thereto.  The Amended and
Restated Credit Agreement amends and restates the Third Amended
and Restated Credit Agreement dated as of Oct. 8, 2010, by and
among USEC, United States Enrichment Corporation, the lenders
party thereto, JPMorgan Chase Bank, N.A., as administrative and
collateral agent, and the joint book managers, joint lead
arrangers and other agents parties thereto.  The Amended and
Restated Credit Agreement provides for a credit facility of up to
$235.0 million that matures on May 31, 2013.  The new credit
facility includes a revolving credit facility of $150.0 million  
and a term loan of $85.0 million.  This replaces USEC's existing
$310.0 million credit facility, that had been scheduled to expire
on May 31, 2012.  Under the new credit facility, commencing
Dec. 3, 2012, the aggregate revolving commitments and term loan
principal will be reduced by $5.0 million per month through the
expiration of the credit facility.

As with the former facility, the new credit facility is secured by
assets of USEC Inc. and its subsidiaries, excluding equity in, and
assets of, subsidiaries created to carry out future commercial
American Centrifuge activities.  Borrowings under the new credit
facility are subject to limitations based on established
percentages of eligible accounts receivable and USEC-owned
inventory pledged as collateral to the lenders.  Available credit
reflects the levels of qualifying assets at the end of the
previous month less any borrowings or letters of credit.

If USEC has not terminated operations at the Paducah gaseous
diffusion plant by June 30, 2012, and USEC's gross profit for any
three consecutive months thereafter is a loss, then commencing on
the first date of such quarter and continuing for the remaining
term of the new credit facility, the margin on the term loan will
increase by 2.0% and the margin on the revolving loans will
increase by 1.5%.

The new credit facility is available to finance working capital
needs and general corporate purposes.  The U.S. Department of
Energy has proposed a two-year cost share, research, development
and demonstration program for the Company's American Centrifuge
project and USEC has been working with DOE and Congress for
government funding for the RD&D program.

On March 9, 2012, the Company amended its Amended and Restated
Bylaws.  The amendment deletes Article VII, Section 5, which
related to the potential inclusion of a legend on the Company's
indebtedness.  The Company determined that such a legend was not
required to be included on the Company's indebtedness.

On March 13, 2012, the Company entered into an agreement with DOE
by which DOE will acquire from USEC U.S. origin low enriched
uranium in exchange for the transfer of quantities of our depleted
uranium to DOE.  This enables USEC to release encumbered funds of
approximately $44 million that were previously provided as
financial assurance for the disposition of such depleted uranium.
USEC expects that this LEU acquired by DOE could be returned to
USEC as part of DOE's cost share under the RD&D program if
government funding is provided for the RD&D program in government
fiscal year 2012.  However, if the RD&D program does not move
forward, the LEU would not be returned to USEC, and DOE would not
reimburse these American Centrifuge project costs.

A copy of the Form 8-K is available for free at:

                       http://is.gd/eNhhV0

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $44.70 million on $1.21 billion
of total revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $1.50 million on $1.37 billion of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.04
billion in total assets, $2.72 billion in total liabilities and
$1.32 billion in stockholders' equity.

                          *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


UTSTARCOM INC: Reports $3.4 Million Net Income in 4th Quarter
-------------------------------------------------------------
UTStarcom Holdings Corp. reported net income of $3.46 million on
$83.46 million of net sales for the three months ended Dec. 31,
2011, compared with a net loss of $23.18 million on $76.13 million
of net sales for the same period during the prior year.

The Company reported net income $11.77 million on $320.57 million
of net sales for year ended Dec. 31, 2011, compared with a net
loss of $65.29 million on $291.53 million of net sales during the
prior.

The Company's balance sheet at Dec. 31, 2011, $600.94 million in
total assets, $329.90 million in total liabilities and $271.04
million in total equity.

"We finished the year 2011 with a strong financial performance,
exceeding the financial targets we set at the beginning of last
year," said UTStarcom President and Chief Executive Officer Jack
Lu.  "We achieved annual revenues of $320.6 million and net income
of $13.4 million primarily through strong contribution from our
traditional equipment business.  Our efforts to streamline our
corporate structure, prudently manage costs and build more profit-
driven employee incentives have all contributed to a stronger
year-over-year sales and a profitable 2011.  We are especially
encouraged by the steady progress made in our cable business,
which experienced improvements in gross margin and overall product
mix in China."

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

                        http://is.gd/patJy6

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a   
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.


WATERLOO RESTAURANT: Has $850,000 DIP Loan From GECC
----------------------------------------------------
Waterloo Restaurant Ventures, Inc., is seeking Bankruptcy Court
approval to obtain post-petition secured financing from General
Electric Capital Corporation under a secured, priming lien; and to
use the cash collateral of GECC to pay the Debtor's ordinary
operating expenses.  The Debtor believes that all of the cash
collateral so used constitutes the collateral for GECC's loans to
the Debtor.

GECC would make available $550,000 under any Interim Order, with
an additional $300,000 available, in GECC's sole discretion, upon
entry of a Final Order approving the extension of credit.

The DIP loan would incur Interest Rate at 14% per annum, with an
additional 4% added if in default.  The Loan will mature 60 days
after approval of Interim Order.

The lending arrangement seeks liens upon all of the real and
personal property which the Debtor owns.  All liens and security
interests are, however, subject to a carve-out of $75,000 for
professional fees incurred beyond retainer amounts during the
case.  In addition, the lender is accorded a super-priority cost
of administration claim for any claims unsatisfied by the
collateral.

The DIP Agreement does not provide deadlines for filing plan,
approval of disclosure statement, confirmation hearing, or
confirmation order.  The Agreement however requires the chief
restructuring officer of the Debtor to file his "plan" within 45
days after the petition date.  The CRO's internal plan is for the
sale or reorganization of the Borrower's assets and business,
"which plan must be acceptable to the Lender in the Lender's sole
discretion."

Prior to the Petition Date, the Debtor obtained $19,734,978 in
secured loans from GE Capital Franchise Finance Corporation.  As
of March 1, 2012, the Debtor owed the Existing Lender in the
aggregate principal amount of $11,413,699, together with all
interest, fees, and charges.

GECC has requested that it be given a first and prior lien upon
each and every item of collateral received, subject only to the
professional carve-out.  GECC is, in effect, asking that its DIP
lending prime the liens of its affiliate, the pre-petition lender
General Electric Capital Franchise Finance Corporation. The
Debtor's counsel has been informed by GECC's counsel that its
affiliate consents to such priming.

The Debtor noted in court papers that throughout its existence,
General Electric entities have been the Debtor's exclusive
lenders, and from the first they have asserted first and prior
liens upon substantially all of the Debtor's personalty and
realty.

The Debtor said it has lately found itself unable to pay the terms
of the loan agreement presently in place, and GECC had requested
that the company hire a chief reorganization officer to assist
with efforts to turn around the operation.

The Debtor does not believe that, in its current condition,
another lender would be willing to lend to it under any
circumstances.  As a result, it has not solicited other proposals
from other possible lenders, believing that the exercise would be
fruitless.  GECC is, however, willing to extend post-petition
credit in order to preserve going-concern values, as well as the
collateral values held by GECFFC.

                 About Waterloo Restaurant Ventures

Waterloo Restaurant Ventures, Inc., operator of 12 Romano's
Macaroni Grill restaurants, filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 12-31573) in Dallas on March 8, 2012, to use
the bankruptcy court for a "successful sale process."  The Debtor
has 12 stores are in California, Oregon and Washington.  The
Italian-style casual dining chain said there was a "dramatic
decrease in sales in the majority of the franchises" the company
owns.  Some were generating negative cash flows from operations, a
court filing says.

Waterloo is represented by Michael "Buzz" Rochelle, Esq., brother
of Bloomberg reporter Bill Rochelle, Christopher B. Harper, Esq.,
and Kerry Ann Miller, Esq., at Rochelle McCullough, LLP.  Waterloo
estimated assets and debts of $10 million to $50 million.


WESTERN MOHEGAN: Chapter 11 Filing Blocks Sale of Tamarack Resort
-----------------------------------------------------------------
Michael Novinson at Times Herald-Record reports that the Western
Mohegan Tribe and Nation and their investor -- Illinois-based BGA
LLC -- have filed for Chapter 11 protection, canceling the sale of
its 255-acre Tamarack resort scheduled for March 15, 2012.

According to the report, former lawyers for BGA and the tribe
claim they are owed $203,862.  They have been trying to get repaid
since October 2010 by forcing a sale of the tribe's Greenfield
Park resort.

The report notes that the Tamarack Lodge was initially slated for
sale April 28, 2011, but the tribe contested the legitimacy of the
action 24 days prior and was given a temporary stay.  A judge
deemed the case unlikely to succeed Aug. 8, and the stay was
lifted.

The report relates that Todtman, Nachamie, Spizz & Johns would
have to consent to an eventual reorganization plan.  That would
happen only if the firm is paid in full for unpaid fees and
collection efforts.

The report notes nine creditors have claims against the tribe
totaling $7.83 million, according to the bankruptcy filing.  Not
including Barton Nachamie's firm, BGA owes $1.36 million to four
creditors.  The Tamarack resort is assessed at $1.21 million.  BGA
claims in their bankruptcy papers that they have less than $50,000
worth of assets.

Western Mohegan Tribe and Nation is located at 10 Tamarack Road,
Greenfield Park, New York.


WESTMORELAND COAL: Files Form 10-K; Incurs $36.8MM Loss in 2011
---------------------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $36.87 million on $501.71 million of revenue in 2011,
a net loss of $3.17 million on $506.05 million of revenue in 2010,
and a net loss of $29.16 million on $443.36 million of revenue in
2009.

The Company's balance sheet at Dec. 31, 2011, showed $759.17
million in total assets, $1.01 billion in total liabilities and a
$249.85 million total deficit.

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

                        http://is.gd/bC7Wff

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

                         *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WESTMORELAND COAL: Robert King Appointed President and COO
----------------------------------------------------------
Westmoreland Coal Company announced that the Board of Directors
appointed Robert P. King as President and Chief Operating Officer
of the Company, effective March 26, 2012.  Mr. King, age 59, most
recently served as Executive Vice President - Business Advancement
and Support Services of CONSOL Energy, Inc., and CNX Gas since
January 2009.  Mr. King served as Senior Vice President -
Administration from February 2007 until January 2009.  Prior to
joining CONSOL in 2006, he held numerous positions with Interwest
Mining Company, a subsidiary of PacifiCorp, beginning in November
1990, including Vice President - Operations and Engineering and
General Manager at Centralia Mining Company.

The Company has agreed to pay Mr. King an annual base salary of
$425,000.  In addition, Mr. King will participate in the Company's
annual incentive plan with a target annual bonus opportunity of
100% of annual base salary.  Mr. King will also participate in the
long-term incentive plan with a target of 100% of base salary.  
The Company's Compensation and Benefits Committee approved a one-
time equity award under the Amended and Restated 2007 Equity
Incentive Plan to Mr. King of 25,000 shares of common stock, to be
issued on March 26, 2012, along with a signing bonus of $100,000,
with 50% payable on March 26, 2012, and 50% payable after 12
months of employment with the Company.  The Company's executive
officers, including Mr. King, are at-will employees and do not
have employment agreements.

Effective as of March 26, 2012, Keith E. Alessi, the Company's
current Chief Executive Officer and President, who has been with
the Company since 2007, will continue in the role of Chief
Executive Officer.

                     About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million  
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $759.17
million in total assets, $1.01 billion in total liabilities and a
$249.85 million total deficit.

                         *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WINDMILL SQUARE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Windmill Square - Commercial, LLC
        a California Corporation
        24901 Dana Point Harbor Drive, Suite 230
        Dana Point, CA 92629

Bankruptcy Case No.: 12-13090

Chapter 11 Petition Date: March 10, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Catherine E. Bauer

Debtor's Counsel: Robert P. Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Ste 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: kmurphy@goeforlaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb12-13090.pdf

The petition was signed by Warren Allan, president.


WOLFGANG CANDY: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Myles Snyder at abc27.com reports that Wolfgang Candy Company has
filed voluntary petitions for Chapter 11 reorganization in
bankruptcy court.

According to the report, the company said the Chapter 11 process
will enable it to continue conducting normal business operations
while it restructures its debt and other obligations.  The company
said the filing became necessary after Wolfgang failed to get
approval from its bank for a negotiated partnership agreement that
would have facilitated a conclusion of restructuring outside of
Chapter 11.

"This was a difficult decision, but it was the most appropriate
decision to allow us the necessary protections as we continue our
company restructuring," the report quotes CEO Benjamin McGlaughlin
as saying.  "We continue to be committed to delivering the highest
quality premium confections to all of our retail and fundraising
partners and loyal consumers."

The report says the company said production will continue as
normal at its North York facility, one of the oldest family-owned
and managed in the United States, as will the company's national
fundraising catalog program.

Wolfgang Candy Company -- http://www.wolfgangcandy.com/-- is a  
family-owned and managed candy company in the United States.


WOLFGANG CANDY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Wolfgang Candy Co., Inc.
        P.O. Box 226
        York, PA 17405

Bankruptcy Case No.: 12-01427

Chapter 11 Petition Date: March 13, 2012

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Lawrence V. Young, Esq.
                  CGA LAW FIRM
                  135 North George Street
                  York, PA 17401
                  Tel: (717) 848-4900
                  Fax: (717) 843-9039
                  E-mail: lyoung@cgalaw.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 Benjamin A. McGlaughlin, president.


YANKEE CANDLE: Moody's Revises Rating on $725MM Term Loan to 'B1'
-----------------------------------------------------------------
Moody's Investors Service revised the rating on Yankee Candle
Company, Inc.'s proposed term loan to B1 from Ba3 following the
increase in size to $725 millon from $580 million. Concurrently,
Moody's affirmed the ratings on Yankee Candle's indirect parent
company, YCC Holdings LLC's ("YCC"), including the B2 Corporate
Family and Probability of Default Ratings, along with its SGL-3
Speculative Grade Liquidity Rating. The ratings outlook is stable.
The rating revision to B1 from Ba3 reflects the increased
proportion of secured term debt within the capital structure.
Also, the remaining unsecured notes outstanding will be
$10 million rather than $145 million as previously proposed,
resulting a lower level of junior support.

Proceeds from the proposed term loan will be used in conjunction
with balance sheet cash to refinance Yankee Candle's existing $388
million Term Loan B due February 5, 2014 and $315 million of its
$325 million senior unsecured notes due 2015 (leaving $10 million
outstanding), and to pay related fees and expenses.

Moody's took the following rating actions on Yankee Candle:

- $725 million senior secured term loan due 2019 revised to B1
   (LGD3, 35%) from Ba3 (LGD2, 29%).

- $325 senior notes due 2015 affirmed at B2 (LGD4, 54%). These
   notes will likely be downgraded to B3 (LGD4, 68%) upon
   completion of the transaction reflecting the significant
   increase in structurally senior debt in the capital structure.

- $188 million subordinated notes due 2017 affirmed at B3 (LGD5,
   77%).

Moody's also affirmed the following ratings on Yankee Candle.
These ratings will be withdrawn upon completion of the
transaction:

- $140 million secured revolving credit facility due 2013 at Ba2
   (LGD2, 15%).

- $388 million senior secured term loan due 2014 at Ba2 (LGD2,
   15%).

Moody's took the following rating actions on YCC:

- Corporate Family Rating affirmed at B2.

- Probability of Default Rating affirmed at B2.

- Speculative Grade Liquidity Ratings affirmed at SGL-3.

- $315 million senior subordinated notes due 2016 affirmed at
   Caa1 (LGD6, 91%).

Ratings Rationale

YCC's B2 Corporate Family Rating reflects its high debt load and
weak credit metrics, with pro forma debt/EBITDA exceeding 6.5
times for the year ended December 31, 2011. The company's high
debt stems from the 2007 debt-financed acquisition of the company
and a 2011 debt-financed dividend. The rating also reflects the
company's limited overall scale relative to the broader global
retail industry and its narrow product focus on the premium
scented candle category. Supporting the rating are Yankee Candle's
solid market position and breadth of distribution across its own
retail business and sizable wholesale business. The company has
demonstrable brand strength evident in its very high operating
margins which compare favorably to best-in-class consumer product
companies. Yankee Candle has shown resiliency in the recent weak
economic environment, with positive free cash flow and debt
reduction. Upon closing of the transaction, YCC's liquidity is
expected to remain adequate, as reflected in the SGL-3 Speculative
Grade Liquidity Rating.

The stable rating outlook reflects Moody's expectation that the
company will be able to maintain top-line and operating margin
stability, while at the same time maintaining its focus on cash
generation and debt repayment. The outlook also assumes that the
company maintains adequate liquidity.

YCC's ratings could be downgraded if it is unsuccessful in
extending its debt maturity profile over the very near term. Its
current $140 million revolving credit facility is due to expire on
February 6, 2013, and it current $388 million term loan matures on
February 6, 2014. Near term refinancing risk aside, YCC's ratings
could be downgraded if it experiences negative trends in sales and
operating margins that cause credit metrics to erode. Specific
metrics include debt/EBITDA sustained above 6.5 times or
EBITA/interest below 1.3 times.

Factors that could result in an upgrade include sustained growth
in revenue and operating earnings, significant debt reduction and
maintenance of financial policies that sustainably support lower
leverage. Quantitatively, ratings could be upgraded if debt/EBITDA
was sustained below 5.5 times and EBITA/interest maintained above
1.75 times.

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

YCC Holdings LLC is headquartered in South Deerfield,
Massachusetts. Operating through its indirect operating
subsidiary, The Yankee Candle Company, Inc., YCC is the largest
designer, manufacturer, and distributor of premium scented candles
in the U.S. Annual revenues exceed $785 million. The company is
owned by affiliates of Madison Dearborn Partners, LLC ("MDP") and
members of management.


YANKEE CANDLE: S&P Lowers Rating on New $725MM Term Loan to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on The Yankee Candle Co.'s (B/Stable/--) proposed $725 million
term loan B due 2019 to 'B+' from 'BB-' following an increase in
the term loan amount from its originally proposed size of $580
million. "We revised the recovery rating to '2' from '1',
indicating our expectation for substantial (70% to 90%) recovery
in the event of payment default. The issue-level ratings for the
8.5% senior unsecured notes due 2015, 9.750% senior subordinated
notes due 2017, and 10.250% senior payment-in-kind (PIK) toggle
notes due 2016 are unchanged at 'CCC+'. The recovery ratings for
all of these notes remain '6', indicating our expectation for
negligible (0% to 10%) recovery in the event of payment default.
The 'B' corporate credit rating and stable outlook remain
unchanged," S&P said.

"Yankee Candle increased the term loan size by about $145 million
to tender the majority of its 8.5% senior unsecured notes due
2015. The increased term loan size decreases the recovery
prospects for the unsecured debt because of the larger amount of
priority claims," S&P said.

"The 'B' corporate credit rating on Yankee Candle reflects our
assessment of the company's 'highly leveraged' financial risk
profile, reflecting its high debt burden and aggressive financial
policy. Although we recognize the company's good market position
and product offerings within the premium scented candle market, we
view the company's business risk profile as 'weak' because of its
narrow product focus, significant earnings seasonality, and the
discretionary nature of its products," S&P said.

RATINGS LIST

The Yankee Candle Co. Inc.
Corporate Credit Rating          B/Stable/--

Downgraded; Recovery Rating Revised
                                  To             From
The Yankee Candle Co. Inc.
$725 mil term loan B due 2019    B+             BB-
   Recovery Rating                2              1


ZALE CORP: Portolan Capital Discloses 5% Equity Stake
-----------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Portolan Capital Management, LLC, and George McCabe
disclosed that, as of March 5, 2012, they beneficially own
1,624,722 shares of common stock of Zale Corp. representing 5.05%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/XNFPdc

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

The Company reported a net loss of $3.03 million on $1.01 billion
of revenue for the six months ended Jan. 31, 2012, compared with a
net loss of $70.67 million on $953.45 million of revenue for the
same period during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed $1.25 billion
in total assets, $1.05 billion in total liabilities and $202.29
million in total stockholders' investment.


* Moody's Says US Non-Financial Corporate Cash Holdings Rise
------------------------------------------------------------
US non-financial corporate cash holdings rose to $1.24 trillion at
the end of 2011, reflecting the strength of companies' operations
in emerging markets and the negative tax consequences of
repatriating cash to the US, according to a new report from
Moody's Investors Service. Apple Inc., Microsoft, Cisco, Google
and Pfizer held the largest amounts of cash, says the report.

Those five cash kings have $276 billion, or 22% of the total non-
financial corporate cash balances, up from $207 billion, which
represented 17% of the total in 2010, says Moody's. The top 50
holders of cash account for $749 billion, up 13% from $665 billion
in 2010.

Moody's estimates nearly $700 billion, or 57% of the corporate
cash total, is held overseas. This amount reflects the strength of
most emerging-market economies over the last few years, the
negative tax consequences of repatriating cash to the US and the
disproportionate use of cash for US dividends, share buybacks and
acquisitions. Without permanent reform that lowers the tax on
overseas profits, Moody's expects the absolute and proportionate
amount of cash held overseas will continue to rise.

Unless Apple implements a first-time dividend or commences to buy
back stock, Moody's says that Apple's $97 billion cash pile, which
represents about 8% of total corporate cash, could grow to $150
billion or 12% by the end of 2012.

Moody's expects overall business conditions to remain modest over
the next year and expects companies to continue to use cash for
shareholder dividends, share buybacks and acquisition activity,
although corporate spending on buybacks and acquisitions will be
modestly lower at roughly $400 billion in 2012. Higher spending on
such items is associated with solid macroeconomic activity and
strong business confidence.

Other cash-rich sectors include pharmaceuticals which held around
$183 billion at year-end 2011. Pfizer, Johnson & Johnson and Amgen
had the largest cash piles. The energy sector held $114 billion,
with Chevron, Exxon Mobil and Conoco Phillips sitting on
substantial balances, says Moody's.

Investment-grade companies rated by Moody's hold $848 billion of
cash, or 77% of the rated non-financial corporate universe, down
slightly from $852 billion in 2010 but up from $579 billion in
2006.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there
were approximately 3,500 hedge funds, managing capital of about
$150 billion.  By mid-2006, 9,000 hedge funds were managing $1.2
trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds
with no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a
partnership between the fund managers and the investors."  The
authors then expand upon this definition by explaining what sorts
of investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important
avenue for investors opting to diversify their traditional
portfolios and better control risk" -- an apt characterization
considering their tremendous growth over the last decade.  The
qualifications to join a hedge fund generally include a net worth
in excess of $1 million; thus, funds are for high net-worth
individuals and institutional investors such as foundations, life
insurance companies, endowments, and investment banks.  However,
there are many individuals with net worths below $1 million that
take part in hedge funds by pooling funds in financial entities
that are then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made $1
billion in 1992 by betting against the British pound.
Conversely, the hedge fund Long-Term Capital Management (LTCP)
imploded in 1998, with losses totalling $4.6 billion.
Nonetheless, these are the exceptions rather than the rule, and
the editors offer statistics, studies, and other research showing
that the "volatility of hedge funds is closer to that of bonds
than mutual funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is
low, contrary to common perception.  Investors who have the
necessary capital to invest in a hedge fund or readers who aspire
to join that select club will want to absorb the research,
information, analyses, commentary, and guidance of this unique
book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.



                            *********

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-
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***