TCR_Public/120319.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, March 19, 2012, Vol. 16, No. 78

                            Headlines

175 DIXON: Voluntary Chapter 11 Case Summary
24-7 FITNESS: High Interest Rate Prompts Chapter 11 Filing
A. HIRSCH: Files for Chapter 11 Bankruptcy Protection
AES IRONWOOD: Moody's Reviews 'B2' Rating on $226MM Sec. Bonds
AES RED OAK: Moody's Affirms 'B2' Rating on $303MM Sr. Sec. Bonds

ALLIANCE LAUNDRY: Moody's Rates New $350MM Credit Facility 'B1'
ALTER COMMUNICATIONS: Meets With Creditors Over Ownership Plan
AMBASSADORS INT'L: Judge Converts Case to Chapter 7 Liquidation
AMERICAN AIRLINES: Wins Approval of McKinsey as Mgt. Consultants
AMERICAN AIRLINES: Wins OK for SkyWorks as Aircraft Advisor

AMERICAN AIRLINES: Rothschild Okayed as Financial Advisor
AMERICAN AIRLINES: Can Tap Morgan Lewis for CBA Talks
AMERICAN AIRLINES: Wins OK for Paul Hastings as Labor Counsel
AMERICAN APPAREL: Incurs $39.3 Million Net Loss in 2011
AMERISTAR: Moody's Says Creative Casinos Deal Won't Move Ratings

ARMSTRONG WORLD: Moody's Affirms 'B1' Corporate Family Rating
ATLANTIC & PACIFIC: Suspending Filing of Reports with SEC
BC FUNDING: Case Summary & 13 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: Incurs $666.7 Million Net Loss in 2011
CAESARS ENTERTAINMENT: Citi, et al., to Sell 22.3-Mil. Shares

CAESARS ENTERTAINMENT: Files Form S-3 for $500MM Shares Offering
CANO PETROLEUM: Files Sale-Based Chapter 11 Plan
CHURCH AT SOUTH LAS VEGAS: $3MM Funding Pledge Cues Ch. 11 Exit
CLAIRE'S STORES: Completes Offering of Add'l $100MM Senior Notes
CLEAN WIND: Unusual Trading Activity Triggered Note Default

CLEARWIRE CORP: Intel Has 94MM Shares; Google No Longer Has Shares
CLEARWIRE CORP: To Sell Class A Common Shares for $83.5-Mil.
CONVERTED ORGANICS: To Issue $550,000 New Notes to IMF & Hudson
CRAWFORD FURNITURE: Judge Converts Case to Chapter 7 Liquidation
CRYSTALLEX INT'L: Adopts New Shareholder Rights Plan

CRYSTALLEX INT'L: Unable to File Year End Financial Statement
DELPHI FINANCIAL: Moody's Issues Summary Credit Opinion
DREIER LLP: Wells Fargo Agrees to Pare Secured Claims to $7.2MM
DYNEGY HOLDINGS: Paul Weiss Represents Holders of $460MM Sr. Notes
DYNEGY INC: Troubled and Disappointed by Examiner Report

ENERGY CONVERSION: Common Stock Delisted from NASDAQ
FAIRFAX FINANCIAL: Moody's Rates New Preferred Shares 'Ba2(hyb)'
FLAGSTAR BANCORP: Harwood Feffer Investing Board
FOOD SERVICE: Judge Freezes Owner's Assets & Appoints Receiver
GAMETECH INT'L: Reports $858,000 Net Income in Jan. 29 Quarter

GENERAL MARITIME: Wins 60 Days Exclusivity Extension
GENTIVA HEALTH: Moody's Affirms 'B3' CFR; Outlook Stable
GETTY IMAGES: Moody's Assigns 'Ba3' Rating to $275MM Term Loan
GRUBB & ELLIS: Aims to Halt Arbitration in Dispute with Investor
GRUBB & ELLIS: Common Stock Delisted from NYSE

GRUBB & ELLIS: Committee Taps FTI Consulting as Financial Advisor
GWR OPERATING: Moody's Affirms 'Caa1' Corporate Family Rating
HAMPTON ROADS: Terminates Bank Sale Agreement with Carolina Bank
HANMI FINANCIAL: Reports $28.1 Million Net Income in 2011
HEARTSTONE HOME: Home Buyers Alerted of Possible Bankruptcy Impact

HERCULES OFFSHORE: Files Fleet Status Report as of March 15
HOMBURG INVEST: Obtains CCAA Extension Until May 31
HORIZON LINES: Notice of Change Resulting From NYSE Delisting
HOST HOTELS: Fitch Rates $350 Million Senior Notes 'BB'
HOUSTON AMERICAN: Updates Status of the Tamandua #1 Well

HUMANA INC: Moody's Assigns '(P)Ba1' Rating to Subordinated Debt
INDUSTRIAL FIREDOOR: Case Summary & 20 Largest Unsecured Creditors
KRATON PERFORMANCE: Moody's Comments on Debt Issuance
LEHMAN BROTHERS: Has $850MM from Neuberger Pref. Equity Interest
LEHMAN BROTHERS: Terra Verde Group Purchases The Grove

LEHMAN BROTHERS: Dimond Kaplan Alerts Investors of Rights
LEVEL 3: Longleaf to Swap $100MM Conv. Notes for 3.7-Mil. Shares
LIBBEY INC: Reports $23.6 Million Net Income in 2011
LINWOOD FURNITURE: Wins OK to Pay Employee Obligations
LIQUIDMETAL TECHNOLOGIES: To Restate 2010 Financial Reports

MEG ENERGY: Moody's Assigns 'Ba3' Rating to $1 Billion Revolver
METALDYNE CORP: Judge Denies Asahi's Bid to Nix $175M Pension Suit
METALDYNE CORP: DC Court Won't Dismiss ERISA Suit v Asahi Tec
MF GLOBAL: Trustee Seeks Add'l Payouts to Former Customers
MF GLOBAL: CRT Capital Affiliate to Hold Bi-Weekly Auctions

MGM RESORTS: Offering $1 Billion 7.750% Senior Notes Due 2022
MGM RESORT: Fitch Rates Proposed Sr. Unsecured Notes 'B-/RR4'
MGM RESORTS: Moody's Assigns 'B3' Rating to Proposed $750MM Notes
MICHAEL VICK: Cuts Outstanding Debt to About $400,000
MOMENTIVE PERFORMANCE: Moody's Reiterates 'Ba3' Term Loan Rating

MOUNTAIN PROVINCE: More Details of Proposed Kennady Spin-out
MOMENTIVE PERFORMANCE: Plans to Seek $175 Million New Term Loans
NCO GROUP: Commences $365 Million Senior Notes Tender Offers
NCO GROUP: Moody's Reviews Caa1 Corp. Family Rating for Upgrade
OILSANDS QUEST: Gets Court OK of $7MM Sale of Eagles Nest Asset

OMNICARE INC: Moody's Confirms 'Ba3' Corporate Family Rating
PENINSULA HOSPITAL: Lori Jones to Oversee Far Rockaway Facility
PINNACLE AIRLINES: 3.2% Owners Alarmed Over Annual Meeting Delay
PRAYER ASSEMBLY: Voluntary Chapter 11 Case Summary
PROMETRIC INC: Moody's Raises Corporate Family Rating to 'Ba2'

PROTEONOMIX INC: Enters Into $3.8-Mil. Securities Sale Deal
RAMPART MMW: Case Summary & 20 Largest Unsecured Creditors
RITE AID: $404.8 Million of 2015 Notes Validly Tendered
ROTECH HEALTHCARE: Incurs $14.7 Million Net Loss in 2011
ROTHSTEIN ROSENFELDT: Bankruptcy Legal Fees Now Exceed $20-Mil.

ROUNDTABLE CORP: Files for Chapter 11 Bankruptcy Protection
RYERSON HOLDING: Moody's Affirms 'Caa1' CFR; Outlook Stable
SEARS HOLDINGS: Incurs $3.1 Billion Net Loss in Fiscal 2012
SNOKIST GROWERS: Sale Process Extended by 45 Days
SPECTRUM BRANDS: Moody's Rates $275 Million Unsecured Notes 'B3'

TAVOR HOLDINGS: Foreclosure Action Prompts Bankruptcy
TAYLOR BEAN: Former Finance Chief Reaches Plea Agreement
TBS INTERNATIONAL: Artis Capital No Longer Owns Class A Shares
TENET HEALTHCARE: CFO B. Porter Resigns to Join Fluor Corp.
TETZLAFF CHIROPRACTIC: Voluntary Chapter 11 Case Summary

THOMAS GROUP: Ceases Operations, To Send Contracts to Ops
TRAINOR GLASS: April 10 Hearing on Bid to Use Cash Collateral
TRIUS THERAPEUTICS: Incurs $18.2 Million Net Loss in 2011
TRIUS THERAPEUTICS: Files Form S-8; Registers 914,000 Shares
THERMOENERGY CORP: Francis Howard Discloses 6.6% Equity Stake

UNITED ENERGY: Owners Down to 451; Reports with SEC Suspended
UNITED RETAIL: Inks With Creditors Deal Over Stalking Horse Bid
USEC INC: Incurs $540.7 Million Net Loss in Full Year 2011
WASHINGTON MUTUAL: Seeks Court Approval of Compromise Settlement
WASHINGTON MUTUAL: Sues 12 Insurers Over D&O Coverage Claims

WASHINGTON MUTUAL: Signs Liquidating Trust Pact with W. Kosturos
WASHINGTON MUTUAL: Deregisters Unsold Securities

* Fed Says 15 of 19 Banks Have Adequate Capital in Stress Scenario
* Moody's Releases Outlook Reports for Asset Management Sector
* Moody's Says Sluggish Economy Hits US Life Insurers' Results
* Moody's Says US Securitization Credit Risk Rising

* BOND PRICING -- For Week From March 12 - 16, 2012


                         *********

175 DIXON: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 175 Dixon Avenue Realty Inc.
        175 Dixon Avenue
        Amityville, NY 11701

Bankruptcy Case No.: 12-71470

Chapter 11 Petition Date: March 13, 2012

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

Judge: Alan S. Trust

Debtor's Counsel: Nancy L. Kourland, Esq.
                  ROSEN & ASSOCIATES, P.C.
                  747 Third Avenue
                  New York, NY 10017
                  Tel: (212) 223-1100
                  Fax: (212) 223-1102
                  E-mail: nkourland@rosenpc.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Balbir K. Kandhra, president.


24-7 FITNESS: High Interest Rate Prompts Chapter 11 Filing
----------------------------------------------------------
Tyrone Richardson and Spencer Soper at The Morning Call report
that John F. Brinson, owner of regional chain Lehigh Valley
Racquet and 24-7 Fitness Clubs, has filed for bankruptcy
protection in an attempt to save the company from a crushing debt
load that has dogged the company for more than a year.

According to the report, the filing cited "unmanageable interest
rate" on the company's roughly $8 million mortgage.  "The interest
rate is too much to handle and we want to get a more reasonable
rate," the report Mr. Brinson as saying.

The report says the filing to restructure debt is Mr. Brinson's
latest attempt to save a business.  Mr. Brinson said his business
suffered through the Great Recession, and despite a recent uptick
in memberships, he has not been able to make mortgage payments.

According to the report, in 2007, Mr. Brinson borrowed $8 million
from Nova Bank in Philadelphia.  He said he used $1.5 million to
improve his clubs and the rest was to refinance debt.  He later
defaulted on the loan and in August 2010 acknowledged owing Nova
Bank $7.9 million.

The report relates Mr. Brinson said he has been making payments to
the bank every month, but not the full amount due.  He said he
hopes the bankruptcy filing convinces his creditors to lower his
payments so he can keep the properties and keep operating the
businesses.  The alternative would be for his secured lenders to
foreclose on his properties to recover their losses.


A. HIRSCH: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
Thomas Grillo at Boston Business Journal reports that A. Hirsch
Realty LLC, a real estate company in Boston's Mattapan
neighborhood, sought Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court in Massachusetts.

The Company estimated both its assets and debts of between
$1 million and $10 million.  The Company said in its petition
there are at most 49 creditors.  Andrew Sherman is named as the
Company's manager.


AES IRONWOOD: Moody's Reviews 'B2' Rating on $226MM Sec. Bonds
--------------------------------------------------------------
Moody's Investors Service has placed the B2 rating of AES
Ironwood, LLC's approximately $226 million of senior secured bonds
under review for possible upgrade. The review is prompted by the
February 27, 2012 announcement that PPL Generation, LLC, the
competitive generation subsidiary of PPL Energy Supply, LLC (PPL
Supply: Baa2 senior unsecured, stable) had agreed to acquire
Ironwood and its operating affiliate, AES Prescott LLC, from a
subsidiary of the AES Corporation (AES: Ba3 Corporate Family
Rating, stable).

RATINGS RATIONALE

The potential for upward movement of the rating reflects Moody's
view of the improved prospects for Ironwood and the bondholders
that Moody's believes will come as a result of PPL's equity
ownership. The project is a strategic asset for PPL that is
already part of its generation portfolio, complementing its
competitive asset base in PJM. As a result, Moody's believes, it
is likely PPL will seek to further improve the project's operating
performance, and as they have done with other strategic non-
recourse projects, may provide investment capital for additional
project improvements.

The review for upgrade considers that the terms and structure of
the financing, including the project's tolling agreement with PPL
EnergyPlus LLC (PPL EnergyPlus), will generally remain unchanged,
and that no additional debt will be added to the structure.
Moody's recognizes that the bonds will not be assumed or
guaranteed by PPL Supply; however, the review will consider the
strategic nature of the asset to PPL Supply, which, in Moody's
opinion, significantly mitigates concerns regarding the project's
ability to pay subordinated fees under its tolling or management
agreements.

PPL Supply holds all PPL Corporation's competitive businesses,
including PPL EnergyPlus, the marketing and trading subsidiary
which currently purchases all of the Ironwood project's electric
capacity and energy, and supplies all of its natural gas. PPL
Supply owns or controls about 12,000 MWs of generating capacity in
the United States, and its parent, PPL Corporation, owns or
controls about 19,000 MWs and delivers electricity and natural gas
to about 10 million customers in the United States and the United
Kingdom.

Total consideration for the transaction is approximately $304
million and includes a cash purchase price of $87 million and the
assumption of Ironwood's approximately $226 million of secured
bonds and about $8.5 million of parity loans outstanding (net of
cash reserves, total project indebtedness is approximately $217
million). The transaction is subject to regulatory approval by the
Federal Energy Regulatory Commission and the Federal Trade
Commission (FTC) under the Hart-Scott-Rodino Act (HSR). Early
clearance of HSR was granted by the FTC on March 6, 2012. Closing
is expected during the second quarter of 2012.

Ironwood's current B2 rating considers the stability of the
project's revenues which are derived from a tolling agreement with
PPL EnergyPlus. However, the rating is currently more reflective
of the project's weak financial performance over a multi-year
period that has resulted primarily from an aggressive heat rate
guarantee incorporated in the tolling agreement along with
increased operational expenses. The rating also recognizes the
generally declining nature of the capacity payments that are
scheduled over the remaining term of the agreement which results
in debt service coverage remaining exceedingly tight leaving
virtually no financial cushion for operational challenges.
Although Ironwood recently took steps to address the
predictability of project's cost structure by replacing its long-
term parts agreement with a term warranty agreement; in Moody's
opinion, debt service coverage ratios are still likely to remain
around 1.0 times. The B2 rating also considers the protection for
the lenders that is currently provided by a $17.4 million cash
funded debt service reserve.

The rating review for possible upgrade considers Ironwood's
pending new ownership which, in Moody's opinion, will
significantly allay the standalone financial performance concerns
noted and currently reflected in the B2 rating. The review will
focus on PPL's plans for the project post acquisition, including
its approach to improving operating performance, funding capital
expenditures and assuring liquidity for the project. If the PPL
acquisition does not close, the rating could be adjusted downward,
especially if the project experiences operational challenges or
other unexpected cost increases resulting in debt service coverage
ratios remaining significantly below 1.0 times. An erosion of the
debt service reserve cushion would also likely put downward
pressure on the rating.

AES Ironwood is a 705 MW gas-fired combined-cycle generating
facility in South Lebanon Township, Pennsylvania. The project
sells all of its capacity to PPL Energy Plus, a subsidiary of PPL
Corporation (Baa3 Issuer Rating, stable), pursuant to a tolling
agreement expiring in 2021. PPL's payment obligations under the
toll are guaranteed by its parent, PPL Energy Supply, LLC (PPL
Supply: Baa2 senior unsecured, stable).


AES RED OAK: Moody's Affirms 'B2' Rating on $303MM Sr. Sec. Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B2 rating on AES Red
Oak's approximately $303 million of senior secured bonds and
revised the outlook to positive from stable. The affirmation
follows the February 2012 announcement that The AES Corporation
(AES) had agreed to sell its interests in AES Red Oak L.L.C. and
affiliates (Red Oak) to a subsidiary of Energy Capital Partners
Fund II. The project company is to be renamed Red Oak Power, LLC.

RATINGS RATIONALE

The affirmation reflects Moody's understanding that the structure
and terms of the financing, including its tolling agreement with
TAQA Gen X LP, will generally remain unchanged and that no
additional debt will be added to the structure. Moody's
understands the commitment of AES to lend the project up to $8
million on a subordinated basis (a commitment that is currently
fully drawn, and which was used primarily to fund past major
outages as well as some subordinated fees) will terminate along
with the forgiveness by AES of this debt upon the closing of the
transaction; however, Moody's anticipates similar support will be
provided, if needed, by ECP. The affirmation recognizes ECP's
intention that the project's existing operating teams remain
largely in-tact, and considers the experience of the EquiPower
team in managing and operating similar assets.

The positive outlook recognizes improvements in the project's
operational performance, as evidenced by somewhat lower heat rates
and higher capacity factors, which in Moody's opinion, should
generally enable Red Oak to remain current on subordinated
payments to its tolling counterparty. Although the need to defer
some portion of management fees may continue, the positive outlook
reflects Moody's view that given ECP's sizeable new investment in
the project, Moody's expects liquidity support (either in the form
of management fee deferrals or subordinate cash contributions)
would be potentially available to Red Oak if needed. Moody's also
anticipates coverage of senior debt service will remain above 1.10
times.

Energy Capital Partners Fund II (ECP) is a $4.34 billion private
equity fund focused on the acquisition, development and
construction of North American energy infrastructure assets.
Following the acquisition, ECP will own close to 5,000 MW of
natural gas-fired combined cycle power generation facilities
located within the PJM, New England, New York and Texas power
markets. Management services will be provided by EquiPower
Resources Corp, ECP's energy management platform; with the
existing Red Oak plant operating team remaining in place.

Consideration for the transaction includes the assumption of Red
Oak's approximately $303 million of secured bonds and $13 million
of parity debt service reserve loans outstanding. The transaction
is subject to regulatory approval by the Federal Energy Regulatory
Commission and the Federal Trade Commission (FTC) under the Hart-
Scott-Rodino Act. Early clearance of HSR was granted by the FTC on
March 12, 2012. ECP hopes to close the transaction by March 31,
2012.

Red Oak's B2 rating is reflective of the project's relatively weak
historical financial metrics that have been impacted by increased
operational and capital expenditures and a continuing inability to
meet the aggressive heat rate target in its tolling agreement.
Although recent capital projects have resulted in meaningful
efficiency rate improvements, the project's base-load heat rate
remains above the target specified in its tolling agreement.
Liquidity remains very limited, with any cash available after debt
service currently being used to make subordinated payments to the
off-taker and to pay a portion of management fees. The rating also
considers that the project has seven years of merchant exposure
between the expiration of the tolling agreement in 2022 and the
final debt maturity in 2029.

The rating could be revised upward if the project continues to
demonstrate improved operational performance or achieves a
reduction in expenses such that Moody'scould anticipate senior
debt service coverage ratios, as calculated by Moody's, remaining
around 1.15 times with the ability to fully cover subordinated
expenses out of project cash flow. Downward rating pressure could
develop if the project were to experience operational challenges
or other unexpected cost increases such that senior debt service
coverage ratios, as calculated by Moody's, could be expected to
remain below 1.0 times. An erosion of the debt service reserve
cushion would also likely put downward pressure on the rating.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.

AES Red Oak is an 830 megawatt (MW) gas-fired electric generating
project located in Sayreville, New Jersey. The project, currently
sells all of its capacity to TAQA Gen X LP, a joint venture
between subsidiaries of Abu Dhabi National Energy Company and
Morgan Stanley pursuant to a tolling agreement expiring in 2022.


ALLIANCE LAUNDRY: Moody's Rates New $350MM Credit Facility 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed new
$350 million senior secured bank credit facility of Alliance
Laundry Systems LLC, proceeds of which will be used to refinance
the company's existing bank credit facility and provide a $47
million return of capital to shareholders. At the same time,
Moody's affirmed the company's B2 corporate family and B3
probability of default ratings. Moody'salso raised the company's
rating outlook to positive from stable.

The following rating actions were taken:

Corporate family rating affirmed at B2;

Probability of default rating affirmed at B3;

Existing senior secured revolver and term loan due 2015 and 2016,
respectively, affirmed at B1(LGD2, 28%) vs. B1 (LGD2, 29%). These
ratings will be withdrawn upon closing of the refinancing;

Proposed new senior secured revolver and term loan due 2017
assigned a rating of B1 (LGD2, 28%)

Rating outlook raised to positive from stable.

RATINGS RATIONALE

The change in Alliance's rating outlook to positive from stable
reflects Moody's expectation that the company will continue
outperforming its rating category with respect to a number of key
credit metrics, as it has already demonstrated during a difficult
time for the economy and the industry, and will gradually reduce
its elevated adjusted debt leverage. Moody's adjusts reported debt
to include an additional $12 million for operating leases, $19
million for pensions, and $262.1 million for the full amount
outstanding under its ABS securitization facility.

The B2 corporate family rating incorporates Moody's expectations
that Alliance will continue to perform strongly with respect to
cash flow generation and EBITA margins. In addition, Alliance has
enhanced its liquidity as a result of extending the maturity of
its bank credit facility to 2017, and it will strengthen its
already healthy interest coverage by saving approximately 300
basis points vs. what it is currently paying under its existing
bank credit facility.

At the same time, the B2 rating considers Alliance's elevated pro
forma adjusted debt leverage, as represented by 7.1x debt/EBITDA
and 78.6% debt/capitalization ratios. The rating also considers an
economy still struggling to gain traction, which can inhibit
demand within the commercial laundry equipment business.

Alliance's liquidity is supported by its new, upsized $75 million
revolving credit facility, which Moody's anticipates will be used
very little if at all, its robust cash flow generation, and the
comfortable cushion projected under the proposed new bank credit
facility.

The ratings could benefit from a decline in adjusted debt leverage
to below 5.5x, a resumption in healthy revenue growth, a
continuation in bottom line earnings growth, ongoing strong
performance in cash flow generation, EBITA interest coverage of
greater than 3x, and a continuation of EBITA margins in the mid-
teens -- all on a sustained basis.

The outlook and/or ratings could come under pressure if adjusted
debt leverage were to climb, earnings were to turn into losses,
cash flow generation were to slip badly, EBITA interest coverage
were to fall below 2x, and/or EBITA margins were to decline below
10%.

The principal methodology used in rating Alliance Laundry Systems
LLC was the Global Manufacturing Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Alliance Laundry Systems LLC, headquartered in Ripon, Wisconsin,
is a designer, manufacturer and marketer of a full line of
commercial laundry equipment for sale in the US and to
international customers. Its products are used in laundromats as
well as in multi-housing and on-premise laundries. The Ontario
Teachers Pension Plan Board indirectly acquired a majority
interest in Alliance in 2005 and now owns approximately 90% of the
company, while management owns the remaining 10%. Net revenues for
2011 were $458, of which 69% came from the US and Canada and 31%
from other segments.


ALTER COMMUNICATIONS: Meets With Creditors Over Ownership Plan
--------------------------------------------------------------
Gus G. Sentementes at the Baltimore Sun reports that Alter
Communications and its creditors have met behind closed doors with
a bankruptcy judge in an attempt to iron out a new ownership plan.

The report notes Alter proposed a plan where outside investors
would take control of 80% of the company, leaving the current
family owners with a 20% stake.  Former publisher, H.G. Roebuck &
Son Inc., Alter's largest creditor, proposed a competing plan
where it would take over the Company and partner with Washington
Jewish Week as a publisher.

The report notes a third plan has emerged, as one of the family
stakeholders of Alter proposed the formation of another investment
group to take over the company.

                    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.


AMBASSADORS INT'L: Judge Converts Case to Chapter 7 Liquidation
---------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Kevin Gross converted Ambassadors International Inc.'s
Chapter 11 case into a Chapter 7 on Wednesday, a move creditors
said could speed up review of the debtor's claims.

The move, approved by U.S. Bankruptcy Judge Kevin Gross, will give
a Chapter 7 trustee the opportunity to determine which causes of
action, if any, the estate may bring against the debtors as well
as current and former officers, according to a brief filed by a
committee of unsecured creditors assigned to Ambassadors
International.

                  About Ambassadors International

Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operated
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations.  Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
The Debtors tapped Bifferato Gentilotti LLC as Delaware counsel,
and Richards, Layton & Finger as bankruptcy co-counsel.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel, and Lowenstein Sandler PC as its
co-counsel.

The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.

Under a court-approved sale, Windstar's three luxury sailing
yachts were sold to Anschutz Corp. for $35 million in cash.


AMERICAN AIRLINES: Wins Approval of McKinsey as Mgt. Consultants
----------------------------------------------------------------
Judge Sean Lane approved, on a final basis, AMR Corp.'s
application to employ McKinsey Recovery & Transformation Services
U.S., LLC, McKinsey & Company, Inc. United States, and McKinsey &
Company, Inc. Japan as their management consultants, nunc pro tunc
to December 12, 2011.

Pursuant to an agreement with the Debtors, the services of
McKinsey Recovery, McKinsey & Co. Inc., and its Japan-based office
will be provided in three phases.  Business plan support and
adaptation services will be provided during the first two phases.
During the initial phase, the firms will work with the Debtors'
senior management team to evaluate their five-year business plan.
The business plan will be adapted by the firms during the second
phase to reflect changes in economic climate and other conditions.

During the final phase, the firms will assist the Debtors in
responding to inquiries from the Official Committee of Unsecured
Creditors, suppliers, unions, and other third parties on specifics
of the business plan.

The firms will be paid on an hourly basis and will be reimbursed
of their expenses.  The hourly rates of the firms' professionals
are:

  Professionals              Hourly Rates
  -------------              ------------
  Practice Leader              $750-$985
  Executive Vice President     $650-$750
  Senior Vice President        $500-$650
  Manager                      $450-$500
  Senior Associate             $350-$450
  Associate                    $300-$350
  Analyst                      $200-$300
  Paraprofessional             $100-$175

The Debtors also agreed to indemnify the firms for any liability
that may result in connection with their employment.

Seth Goldstrom, a director and practice leader at McKinsey
Recovery, disclosed in court papers that the firms do not hold or
represent interest adverse to the Debtors' 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 AIRLINES: Wins OK for SkyWorks as Aircraft Advisor
-----------------------------------------------------------
The Bankruptcy Court entered a final order authorizing the
employment of SkyWorks Capital, LLC, as AMR Corp.'s aircraft
restructuring advisor, nunc pro tunc to the Petition Date.

The company tapped the firm to provide services in connection with
the restructuring of its secured debt and lease obligations with
respect to its aircraft.

SkyWorks will also provide other consulting services including
assisting American Airlines in arranging a sale or leaseback
financing, in completing transactions that involve a sale of
aircraft, and in reviewing and negotiating claims with creditors.

The firm will get a restructuring fee of $445,000 for each of the
first 15 months during the pendency of American Airlines'
bankruptcy case, and $100,000 for each month thereafter.  The firm
will also receive fees for its other consulting services, and
reimbursed expenses.

SkyWorks does not hold or represent any interest adverse to
American Airlines or its estate, according to a declaration by its
managing director, Matthew Landess.

                      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: Rothschild Okayed as Financial Advisor
---------------------------------------------------------
The Bankruptcy Court approved, on a final basis, AMR Corp. and its
affiliates' application to employ Rothschild Inc. as their
financial advisor, nunc pro tunc to the Petition Date.

Rothschild, which advised the Debtors before they sought
bankruptcy protection, is expected to provide these services:

  (1) identifying or initiating potential restructuring
      transactions;

  (2) reviewing and analyzing the Debtors' assets and their
      operating and financial strategies;

  (3) reviewing and analyzing the Debtors' business plans and
      financial projections;

  (4) evaluating the Debtors' debt capacity in light of their
      projected cash flows and assisting in determining the
      appropriate capital structure for the Debtors;

  (5) assisting the Debtors and their other professionals in
      reviewing the terms of any proposed restructuring
      transaction and in evaluating alternative proposals for a
      restructuring transaction;

  (6) determining a range of values for the Debtors and any
      securities that they offer or propose to offer in
      connection with a restructuring transaction;

  (7) reviewing and analyzing any proposals the Debtors receive
      from third parties in connection with a restructuring
      transaction;

  (8) providing advice to the Debtors with respect to, and
      attending, meetings of their Board of Directors, creditor
      groups, official constituencies and other interested
      parties; and

  (9) participating in hearings and providing testimony with
      respect to the issues related to any proposed plan.

Rothschild will be paid a monthly advisory fee of $200,000 and
will be reimbursed for its expenses.  The firm will also receive a
sum of $15 million when either a bankruptcy plan or restructuring
transaction is approved, so-called new capital fees of 1% to 3% of
the amount raised, and fee credits.

In court papers, David Resnick, chairman of Rothschild's Global
Financing Advisory, disclosed that his firm does not hold or
represent interest adverse to the Debtors or their estates, and
that the firm is a "disinterested person" under Section 101(14) of
the Bankruptcy Code.

According to The Wall Street Journal, the Debtors paid Rothschild
almost $1.6 million in advisory fees in the six months prior to
their bankruptcy filing.  The Journal added that a retention
letter, dated Oct. 17, prompted the payment by the Debtors of a
$400,000 retainer and $290,000 in fees to 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: Can Tap Morgan Lewis for CBA Talks
-----------------------------------------------------
The Bankruptcy Court entered a final order authorizing the
employment of Morgan Lewis & Bockius LLP as special counsel to AMR
Corp. and its affiliates, nunc pro tunc to the Petition Date.

The Debtors tapped the firm to provide services with respect to
collective bargaining and other labor-related negotiations with
their pilots, flight attendants and other union-represented
employee groups.

Morgan Lewis won't handle the preparation and presentation of any
motion under Section 1113 or 1114 of the Bankruptcy Code, which
will be handled by Paul Hastings LLP.

The firm will also provide services with respect to labor and
employment claims in arbitration and litigation involving the
Debtors.

The Debtors proposed to pay Morgan Lewis its hourly rates for
services rendered, and reimburse the firm of its expenses.  Its
hourly rates range from $428 to $900 for partners; $460 to $505
for counsel; $255 to $495 for associates; and $128 to $270 for
legal assistants.

Thomas Reinert Jr., Esq., a member of Morgan Lewis & Bockius LLP,
disclosed that the firm does not represent any adverse interest to
the Debtors.

Mr. Reinert may be reached at:

        Thomas Reinert, Jr., Esq.
        MORGAN LEWIS & BOCKIUS LLP
        1111 Pennsylvania Avenue, NW
        Washington, D.C. 20004-2541
        Tel: (202) 739-3000
        Fax: (202) 739-3001
        E-mail: treinert@morganlewis.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: Wins OK for Paul Hastings as Labor Counsel
-------------------------------------------------------------
The Bankruptcy Court approved, on a final basis, AMR Corp. and its
affiliates' application to employ Paul Hastings LLP as their
special labor counsel, nunc pro tunc to the Petition Date.  Judge
Sean Lane ruled that Paul Hastings will not withdraw as the
Debtors' counsel prior to the effective date of any Chapter 11
plan confirmed in the Chapter 11 cases without prior approval of
the Court.

As special labor counsel, Paul Hastings will advise the Debtors
regarding litigation, labor and employment law.  The firm will
also assist the Debtors in objecting to and litigating any
potential bankruptcy claims by employees or unions.

The firm will be paid on an hourly basis for its services and will
be reimbursed of its expenses.  Its hourly rates range from $585
to $1,100 for partners and counsel, $345 to $790 for associates,
and $50 to $460 for paraprofessionals.

Scott Flicker, Esq., a member of Paul Hastings LLP disclosed in
court papers that his firm does not represent any interest adverse
to the Debtors or their estates.

Mr. Flicker may be reached at:

        Scott Flicker, Esq.
        PAUL HASTINGS LLP
        875 15th Street, N.W.
        Washington, D.C. 20005
        Tel: (202) 551-1726
        Fax: (202) 551-0126
        E-mail: scottflicker@paulhastings.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 APPAREL: Incurs $39.3 Million Net Loss in 2011
-------------------------------------------------------
American Apparel, Inc., filed with the U.S. Securities and
Exchange Commission a Form 10-K disclosing a net loss of
$39.31 million on $547.33 million of net sales for the year ended
Dec. 31, 2011, compared with a net loss of $86.31 million on
$532.98 million of net sales during the prior year.

The Company reported a net loss of $11.16 million on
$157.57 million of net sales for the three months ended Dec. 31,
2011, compared with a net loss of $19.30 million on $143.97
million of net sales for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $324.72
million in total assets, $276.59 million in total liabilities and
$48.13 million in total stockholders' equity.

Dov Charney, Chairman and CEO of American Apparel commented, "We
are pleased with our overall financial performance and significant
operating improvements in 2011.  This was an important
transitional year for American Apparel, one in which we achieved
the following significant accomplishments:
   
   * Sequential improvements in our quarterly sales that resulted
     in an overall increase in total net sales despite a drop in
     the average number of stores in our portfolio.  Net sales
     have also been strong in the first two months this year and
     comparable sales thus far in March are tracking in the +10%
     range.  We improved timely delivery of goods to our stores,
     we noticeably improved product quality and assortment and we
     began a process to improve in store presentation.

   * We aggressively began marketing to our imprintable wholesale
     customers and saw positive results.  We introduced a new
     catalog, increased our direct marketing efforts and improved
     our product offering.  So far in 2012 we are continuing to
     experience growth in the 20%+ range.
      
   * We drove improvements in our manufacturing costs.  Our sewing
     costs are near historic lows and we have been consistently
     performing this way since the second quarter of 2011.
      
   * We began a process to reduce overall inventory levels and
     reduced our unit inventories by 7% in 2011.
      
   * We delivered improvements in our distribution capability and
     have begun a process to drive an additional $3 to $5 million
     in future annual distribution savings.
      
   * We closed 29 stores most of which were either underperforming
     or that did not fit our profile on a go-forward basis.  This
     substantially completed our store rationalization program.
     
   * We improved financial controls, added key personnel in our
     finance and accounting group and expect to eliminate our
     remaining material control weakness in 2012.
      
   * Despite liquidity constraints, we invested in key processes
     and systems that will contribute to future sales and earnings
     growth.  We now have RFID installed in 100 stores and
     continue to integrate our financial systems on a world-wide
     platform."

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

                       http://is.gd/me8cGS

                     About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.


AMERISTAR: Moody's Says Creative Casinos Deal Won't Move Ratings
----------------------------------------------------------------
Moody's Investors Service said Ameristar's agreement to acquire
Creative Casinos, LLC has no impact on their ratings or outlook.

The Troubled Company Reporter reported on April 5, 2011, that
Moody's Investors Service downgraded Ameristar Casinos, Inc.'s
(Ameristar) Corporate Family and Probability of Default ratings to
B1 from Ba3.  At the same time, Moody's assigned a Ba3 rating to
the company's proposed $1.4 billion senior secured credit
facilities, and a B3 to its proposed $800 million senior unsecured
note offering.  Ameristar's Speculative Grade Liquidity rating
remains unchanged at SGL-2.  A stable ratings outlook was
assigned.

Ameristar owns and operates eight casino/hotel properties
primarily serving guests from Colorado, Idaho, Illinois, Indiana,
Iowa, Kansas, Louisiana, Mississippi, Missouri, Nebraska and
Nevada. The company generates about $1.2 billion in net revenues
annually.


ARMSTRONG WORLD: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Armstrong World Industries,
Inc.'s B1 Corporate Family Rating and B1 Probability Default
Rating. Moody's also affirmed the B1 ratings assigned to the
company's bank credit facilities, including its Term Loan B.
Armstrong is proposing a $250 million add-on to Term Loan B
maturing March 2018. Proceeds from the add-on term loan and about
$250 million from cash on hand will be used to pay a special cash
dividend to Armstrong's shareholders. The rating outlook is
stable.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at B1;

Probability of Default Rating affirmed at B1;

$250 million Senior Secured Revolving Credit Facility due 2015
affirmed at B1 (LGD3, 42%);

$250 million Senior Secured Term Loan A due 2015 affirmed at B1
(LGD3, 42%); and,

$800 million (originally $550 million) Senior Secured Term Loan B
due 2018 affirmed at B1 (LGD3, 42%); and,

The company's speculative grade liquidity assessment remains
SGL-2.

RATINGS RATIONALE

Armstrong's B1 Corporate Family Rating reflects its highly
leveraged capital structure as the result of its aggressive
financial strategy. The proposed $500 million dividend follows a
previous dividend totaling about $800 million paid in December
2010. These two dividends represent almost twenty years of
Armstrong's 2011 reported GAAP free cash flows. The company is
financing the proposed $500 million dividend with about $250
million from cash on hand and the remaining balance of $250
million from the proceeds of new debt. This net increase in
balance sheet debt will result in deterioration in key credit
metrics due to higher debt service requirements. On a pro-forma
basis for last twelve months through December 31, 2011, interest
coverage defined as EBITA-to-interest expense will weaken to about
2.8 times from 3.2 times and debt-to-EBITDA will increase to about
4.2 times from 3.5 times at FYE11 (all ratios adjusted per Moody's
standard adjustments).

Despite the increase in balance sheet debt, pro forma financial
metrics remain consistent with the current rating. Also, the
company's operating margins are improving. Armstrong continues to
benefit from the WAVE JV, a critical earnings and cash
contributor. Its strong North American market position among
providers of flooring to the new construction and remodeling end
markets positions it to benefit from an eventual economic and
construction recovery. Weakened credit metrics on a pro forma
basis, and potential for future shareholder friendly activities
such as share repurchases or dividends constrain the rating.
Overall, Armstrong is positioned appropriately relative to its
current rating, and has the financial flexibility to contend with
ongoing uncertainties in its domestic and European end markets.

Armstrong's SGL-2 speculative grade liquidity rating reflects
Moody's view that the company will maintain a good liquidity
profile over the next twelve months, despite the use of cash on
hand to partially fund the $500 million dividend. Pro forma for
the proposed dividend, cash on hand would be $230.6 million at
December 31, 2011. Also, Armstrong should be able to maintain
sufficient cash on hand remaining and revolving credit
availability to support potential operating short-falls, since the
company usually has negative cash flows from operations during the
first quarter of its fiscal year due to working capital
investments to meet seasonal demands.

The stable outlook incorporates Moody's view that Armstrong's
operating performance will continue to improve, resulting in
credit metrics that are more supportive of the current rating. The
company's good liquidity profile and the absence of any near-term
maturities beyond manageable term loan amortization also support
the rating.

A rating upgrade is unlikely over the intermediate term as Moody's
believes that Armstrong will continue to pursue shareholder
friendly activities as its operating earnings continue to improve.
However, if operating performance results in EBITA-to-interest
expense trending towards 4.0 times and debt-to-EBITDA improving
towards 3.0 times (all ratios include Moody's standard
adjustments), then positive rating actions could ensue. Ongoing
cash dividends commensurate with the strong equity earnings from
the WAVE JV are critical to supporting an upgrade.

Factors that could result in a downgrade of the ratings include
operating performance below expectations or erosion in the
company's financial performance due to an unexpected decline in
Armstrong's end markets. EBITA-to-interest expense trending below
3.0 times or debt-to-EBITDA sustained above 4.5 times (all ratios
incorporate Moody's standard adjustments) could pressure the
ratings. Deterioration in the company's liquidity profile,
significant shareholder return activities, such as debt-financed
dividends or share repurchases, or debt-financed acquisitions may
stress Armstrong's ratings too. Also, any disruption in the
reported equity earnings from the WAVE JV could pressure
Armstrong's operating margins, potentially resulting in negative
rating actions.

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

Armstrong World Industries, Inc., located in Lancaster,
Pennsylvania, is a global manufacturer of flooring products and
ceiling systems for use primarily in the construction and
renovation of residential, commercial and institutional buildings.
The company also designs, manufactures and sells kitchen and
bathroom cabinets for the U.S. market. Armor TPG Holdings LLC is
Armstrong's largest shareholder after the Asbestos Personal Injury
Settlement Trust. Revenues for the twelve months through December
31, 2011 totaled approximately $2.9 billion




ATLANTIC & PACIFIC: Suspending Filing of Reports with SEC
---------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc., filed a Form 15
notifying of its suspension of its duty under Section 15(d) to
file reports required by Section 13(a) of the Securities Exchange
Act of 1934 with respect to its common stock, par value $1 per
share and 9 3/8% Senior Quarterly Interest Bonds due Aug. 1, 2039.
Pursuant to Rule 12h-3, the Company is suspending reporting
because there are currently less than 300 holders of record of the
common shares and Bonds.  As of March 13, 2012, there was no
holder of the Common Shares and Bonds.

                  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.

The Company 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.


BC FUNDING: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: BC Funding, LLC D/B/A BankCard Funding
        6901 Jericho Turnpike, Suite 255
        Syosset, NY 11791

Bankruptcy Case No.: 12-71471

Chapter 11 Petition Date: March 13, 2012

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

Judge: Robert E. Grossman

Debtor's Counsel: Jonathan T. Koevary, Esq.
                  OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOS
                  65 East 55th Street, 2nd Floor
                  New York, NY 10022
                  Tel: (212) 451-2300
                  Fax: (212) 451-2222
                  E-mail: jkoevary@olshanlaw.com

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

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

The Company?s list of its 13 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-71471.pdf

The petition was signed by Barry M. Sharf, CEO & manager.


CAESARS ENTERTAINMENT: Incurs $666.7 Million Net Loss in 2011
-------------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $666.70 million on $8.83 billion of net revenues for
the year ended Dec. 31, 2011, compared with a net loss of
$823.30 million on $8.81 billion of net revenues during the prior
year.

The Company's balance sheet at Dec. 31, 2011, showed
$28.51 billion in total assets, $27.46 billion in total
liabilities, and $1.05 billion in total stockholders' equity.

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

                        http://is.gd/aAb5Z5

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
--http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

                           *     *     *

The TCR reported on Feb. 10, 2012, Moody's Investors Service
placed the ratings of Caesars Entertainment Corporation's and
Caesars Entertainment Operating Company's, collectively Caesars,
on review for possible upgrade, including CET's Caa2 Corporate
Family and Caa2 Probability of Default ratings.  Moody's also
assigned a B2 rating to the proposed $1.250 billion first lien
note offering by Caesars Operating Escrow LLC and Caesars Escrow
Corporation both wholly owned subsidiaries of CEOC.  The rating on
the proposed first lien note offering is subject to review of
final terms and conditions.


CAESARS ENTERTAINMENT: Citi, et al., to Sell 22.3-Mil. Shares
-------------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission a Form S-3 registration statement relating
to the resale of up to an aggregate of 22,339,143 shares of the
Company's common stock by California State Teachers' Retirement
System, Citigroup Capital Partners II Employee Master Fund, L.P.,
Co-Investment Partners 2005, L.P, et al.

The Company will not receive any of the proceeds from the sale of
these shares by the selling stockholders.  The Company has agreed
to pay all expenses relating to registering the securities.  The
selling stockholders will pay any brokerage commissions or similar
charges incurred for the sale of these shares.

Because all of the shares offered under this prospectus are being
offered by the selling stockholders, the Company cannot currently
determine the price or prices at which the Company's shares may be
sold under this prospectus.

The Company's common stock is listed on the NASDAQ Global Select
Market under the symbol 'CZR."  On March 14, 2012, the last
reported sale price of our common stock on the NASDAQ Global
Select Market was $12.88.

A copy of the prospectus is available for free at:

                         http://is.gd/ibU1et

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
--http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company reported a net loss of $666.70 million in 2011, and a
net loss of $823.30 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$28.51 billion in total assets, $27.46 billion in total
liabilities, and $1.05 billion in total stockholders' equity.

                           *     *     *

The TCR reported on Feb. 10, 2012, Moody's Investors Service
placed the ratings of Caesars Entertainment Corporation's and
Caesars Entertainment Operating Company's, collectively Caesars,
on review for possible upgrade, including CET's Caa2 Corporate
Family and Caa2 Probability of Default ratings.  Moody's also
assigned a B2 rating to the proposed $1.250 billion first lien
note offering by Caesars Operating Escrow LLC and Caesars Escrow
Corporation both wholly owned subsidiaries of CEOC.  The rating on
the proposed first lien note offering is subject to review of
final terms and conditions.


CAESARS ENTERTAINMENT: Files Form S-3 for $500MM Shares Offering
----------------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission a Form S-3 registration statement relating
to the offer and sale of the Company's common stock of up to a
maximum aggregate offering price of $500,000,000.

The Company's common stock is listed on the NASDAQ Global Select
Market under the symbol "CZR."  On March 14, 2012, the last
reported sale price of the Company's common stock on the NASDAQ
Global Select Market was $12.88.

A copy of the prospectus is available for free at:

                        http://is.gd/W0jbTn

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company reported a net loss of $666.70 million in 2011 and a
net loss of $823.30 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$28.51 billion in total assets, $27.46 billion in total
liabilities, and $1.05 billion in total stockholders' equity.

                           *     *     *

The TCR reported on Feb. 10, 2012, Moody's Investors Service
placed the ratings of Caesars Entertainment Corporation's and
Caesars Entertainment Operating Company's, collectively Caesars,
on review for possible upgrade, including CET's Caa2 Corporate
Family and Caa2 Probability of Default ratings.  Moody's also
assigned a B2 rating to the proposed $1.250 billion first lien
note offering by Caesars Operating Escrow LLC and Caesars Escrow
Corporation both wholly owned subsidiaries of CEOC.  The rating on
the proposed first lien note offering is subject to review of
final terms and conditions.


CANO PETROLEUM: Files Sale-Based Chapter 11 Plan
------------------------------------------------
Cano Petroleum Inc. and its affiliates filed with the Bankruptcy
Court a Joint Plan of Reorganization dated March 7, 2012.

Prior to the Petition Date, the Debtors and NBI Services, Inc.,
entered into a Stock Purchase Agreement.  The Chapter 11 case
contemplates approval of a marketing process in which NBI would be
the "stalking horse" and the Company would be permitted to solicit
higher or better bids for its assets and businesses.  In the
absence of a higher or better bid for the Company's assets or
businesses and subject to the Bankruptcy Court's approval of the
Plan, all existing capital stock, including the Company's Common
Stock and Series D Convertible Preferred Stock, will be cancelled,
and Buyer will receive all of the outstanding capital stock of the
reorganized Company, in exchange for approximately $47.5 million,
which will be distributed to creditors in accordance with the
Plan.

The primary purpose of the Plan is to facilitate the restructuring
of the Debtors pursuant to the Purchase and Sale Agreement.  The
Debtors have determined in the exercise of their business judgment
that the effectuation of the Purchase and Sale Agreement is the
best course of action given the Debtors' financial constraints.
According to the Debtors, a reorganization strategy other than a
sale, is not possible given the position taken by various
creditors of the Debtors, the lack of availability in the credit
markets, and the Debtors' inability to sustain operations given
their current cash balances.  The Plan is structured to enable the
Debtors to facilitate a flexible transaction which is expressly
subject to a process to solicit higher or better offers for the
Debtors' Assets and Equity Interests.

A copy of the filing is available for free at http://is.gd/0cYIfX

                       About Cano Petroleum

Cano Petroleum, Inc. (NYSE Amex: CFW) is an independent Texas-
based energy producer with properties in the mid-continent region
of the United States.

The Company and its affiliates filed for Chapter 11 bankruptcy
(Bank. N.D. Tex. Lead Case No. 12-31549) on March 7, 2012.  The
petitions were filed by James R. Latimer, III, chief executive
officer.  Judge Barbara J. Houser oversees the case.  The Debtors
are represented by Cassandra Ann Sepanik, Esq., at Thompson &
Knight LL, in Dallas Texas.

The Company's balance sheet at Sept. 30, 2011, showed
$63.37 million in total assets, $116.25 million in total
liabilities, and a $52.88 million total stockholders' deficit.


CHURCH AT SOUTH LAS VEGAS: $3MM Funding Pledge Cues Ch. 11 Exit
---------------------------------------------------------------
Christianity Today reports that founder and pastor Benny Perez
said Church at South Las Vegas was discharged from its Chapter 11
status on March 6.

According to the report, in February, Canadian businessman and
philanthropist Ron Fehr, a friend of church board member Jude
Fouquier, pledged to provide $3 million to help the church.  The
church contributed $1 million from its own funds to complete the
package and pay off its mortgage lender.  The report says court
documents did not disclose exactly how much the bank accepted as
payment for the money owed.

Church at South Las Vegas -- http://www.thechurchlv.com/--
operates a church at 3051 Horizon Ridge Parkway.  It filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 11-20839) on July 8,
2011.  John P. Witucki, Esq., at Gordon Silver, in Las Vegas,
Nevada, serves as counsel to the Debtor.  The Debtor estimated
assets and debts of up to $10 million.




CLAIRE'S STORES: Completes Offering of Add'l $100MM Senior Notes
----------------------------------------------------------------
Claire's Stores, Inc., closed the offering of an additional
$100 million aggregate principal amount of its 9.00% senior
secured first lien notes due 2019.  The additional notes were
issued at 101.50% of the aggregate principal amount thereof, plus
accrued interest from Feb. 28, 2012.  The notes are of the same
series as the $400 million aggregate principal amount of 9.00%
Senior Secured First Lien Notes due 2019 issued on Feb. 28, 2012.
The issuance of the additional notes completes the Company's offer
and sale of an aggregate of $500 million of notes.

The Company used the net proceeds of the issuance of the notes to
reduce outstanding indebtedness under the Company's current credit
facility.

The notes are being offered only to "qualified institutional
buyers" in reliance on Rule 144A under the Securities Act of 1933,
as amended, and outside the United States only to non-U.S. persons
in reliance on Regulation S under the Securities Act.  The notes
have not been and will not be registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws.

                       About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

The Company's balance sheet at Oct. 29, 2011, showed $2.81 billion
in total assets, $2.86 billion in total liabilities, and a
$44.61 million stockholders' deficit.


CLEAN WIND: Unusual Trading Activity Triggered Note Default
-----------------------------------------------------------
Clean Wind Energy Tower, Inc. disclosed that there have been no
material changes to its operations or its business affairs.  The
Company is not aware of any undisclosed developments that would
account for the recent unusual trading activity of its shares
which created downward pressure triggering the default of a
Convertible Promissory Note with Hanover Holdings I, LLC.

Ronald W. Pickett, President and Chief Executive Officer stated,
"Ordinarily we do not comment on atypical market activity or on
market rumors.  However, due to the recent unusual trading
activity of our stock, I would like to take this opportunity to
convey to the investment community that our operations are
progressing as expected.  We have recently announced that the
Company has made significant progress in assessing the potential
of CWET's emission reduction on the worldwide carbon markets and
estimating the expected revenue generation.  The Company canceled
120,600,000 shares of common stock held by the 'Former Employees',
which were retired to treasury stock of the Company reducing the
number of outstanding shares from 329,683,408 to 209,083,408.  We
announced the final approval of our Unique Hydraulic System Patent
that maximizes the capture and use of available wind tunnel
energy.  We have applied to a bureau of United States Department
of the Interior for permission to lease a substantial parcel of
property located in the southwestern United States, suitable for
the development and construction of our first Downdraft Tower and
we were recently notified by the Bureau of Reclamation that CWET
may proceed with the local zoning process and site evaluations. We
reported on March 9, 2012, the timely repayment of three segments
of incremental project financing.  We are pleased with the
progress we have made on the project development aspect of our
business. One of our top priorities is maximizing shareholder
value and I am confident that as we head into the future, we will
achieve our goals."

                         About Clean Wind

Clean Wind Energy, Inc., a wholly owned subsidiary of Clean Wind
Energy Tower, Inc., has designed and is preparing to develop, and
construct large "Downdraft Towers" that use benevolent, non-toxic
natural elements to generate electricity and clean water
economically by integrating and synthesizing numerous proven as
well as emerging technologies.


CLEARWIRE CORP: Intel Has 94MM Shares; Google No Longer Has Shares
------------------------------------------------------------------
Intel Corporation filed with the U.S. Securities and Exchange
Commission Amendment No. 11 to Schedule 13D to disclose that on
Google sold 29,411,765 shares of Class A Common Stock (which
shares constituted all of the shares of Class A Common Stock
previously held by Google) in a block sale on March 1, 2012, to a
third party at price per share of $2.261.  Accordingly, Google no
longer holds any securities of Clearwire Corporation.

Intel Corp. does not directly own any shares of Class A Common
Stock of the Company.  As of March 14, 2012, by reason of the
provisions of Rule 13d-3 under the Act, Intel Corp. is deemed to
beneficially own and to share voting and investment power with
respect to 94,076,878 shares of Class A Common Stock that are
beneficially owned as follows:

  * 28,432,066 shares of Class A Common Stock that are
    beneficially owned as follows: 25,098,733 shares of Class A
    Common Stock that are held of record by Intel Capital and
    3,333,333 shares of Class A Common Stock that are held of
    record by Intel Cayman; and

  * 65,644,812 shares of Class A Common Stock that are
    beneficially owned as follows: 21,881,604 shares of Class B
    Common Stock and Class B Common Units that are held of record
    by Intel Entity A; 21,881,604 shares of Class B Common Stock
    and Class B Common Units that are held of record by Intel
    Entity B; and 21,881,604 shares of Class B Common Stock and
    Class B Common Units that are held of record by Intel Entity
    C.

Each share of Class B Common Stock, together with one Class B
Common Unit, is exchangeable at any time at the option of the
holder, into one fully paid and nonassessable share of Class A
Common Stock of the Company.

In addition, by virtue of the Equityholders' Agreement entered
into at the Closing, the Reporting Person may be deemed to be a
member of a "group" under Section 13(d) of the Act with respect to
the 94,076,878 shares of Class A Common Stock beneficially owned
by the Reporting Person and the following shares which are
reported separately from this Amendment No. 11, based upon the
information contained in that certain Amendment No. 10 to the
Statement on Schedule 13D dated March 14, 2012, filed by those
persons, pursuant to which those persons have reported that they
beneficially own: 627,945,914 shares of Class A Common Stock
beneficially owned by the Sprint Entities, 88,504,132 shares of
Class A Common Stock beneficially owned by the Comcast Entities,
34,026,470 shares of Class A Common Stock beneficially owned by
Eagle River, 46,404,782 shares of Class A Common Stock
beneficially owned by the TWC Entities, 34,042,970 shares of Class
A Common Stock beneficially owned by Craig O. McCaw and 8,474,440
shares of Class A Common Stock beneficially owned by the BHN
Entities.  The Reporting Person disclaims beneficial ownership of
the shares of Class A Common Stock beneficially owned by such
other persons.

As of March 1, 2012, Intel Corporation beneficially owns
94,076,878 shares of Class A common stock of Clearwire Corporation
which represents 18.2% of the shares outstanding.

A copy of the amendment is available for free at:

                        http://is.gd/Gg1MBZ

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss of $2.30 billion in 2010 and a
net loss of $1.25 billion in 2009.  The Company also reported a
net loss attributable to Clearwire Corporation of $480.48 million
for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$8.76 billion in total assets, $5.15 billion in total liabilities,
and $3.61 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


CLEARWIRE CORP: To Sell Class A Common Shares for $83.5-Mil.
------------------------------------------------------------
Clearwire Corporation and Clearwire Communications LLC entered
into securities purchase agreements with certain institutional
investors, pursuant to which Clearwire will sell shares of Class A
Common Stock for an aggregate price of $83.5 million and Clearwire
Communications will repurchase $100.0 million in aggregate
principal amount of its 8.25% exchangeable notes due 2040 for a
total price equal to the Purchase Price.

Clearwire intends to use the proceeds of the sale of the Class A
Common Stock to contribute to Clearwire Communications to allow it
to repurchase $100.0 million in aggregate principal amount of its
8.25% exchangeable notes due 2040, plus accrued but unpaid
interest thereon to, but excluding, March 22, 2012, held by the
institutional investors.  The price per share will be determined
based upon the daily volume weighted average price of the
Company's Class A Common Stock on the NASDAQ Global Select Market
for the five trading days commencing March 15, 2012, subject to a
minimum price and a maximum price per share.  The total number of
shares sold will be equal to the quotient obtained by dividing the
Purchase Price by the price per share, and will be between
37,964,015 and 41,760,417 shares.

The shares of Class A Common Stock will be issued pursuant to an
effective shelf registration statement filed with the U.S.
Securities and Exchange Commission.

On March 14, 2012, Clearwire announced that they had entered into
a five-year wholesale agreement with Cricket Communications, Inc.,
With the agreement, Cricket will become the second operator signed
on to leverage Clearwire's forthcoming LTE Advanced-ready network,
which will provide capacity off-load services to supplement
Cricket's own LTE network.

                    About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss of $2.30 billion in 2010 and a
net loss of $1.25 billion in 2009.  The Company also reported a
net loss attributable to Clearwire Corporation of $480.48 million
for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$8.76 billion in total assets, $5.15 billion in total liabilities,
and $3.61 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

"The downgrade reflects our concerns that the company may choose
to skip its $237 million of interest payments due on Dec. 1,
2011," explained Standard & Poor's credit analyst Allyn Arden.
"With about $698 million of cash on the balance sheet, Clearwire
has sufficient funds to pay the remaining interest expense due in
2011, although Standard & Poor's believes that it would still have
to raise significant capital to maintain operations in 2012
despite the cost-reduction measures it has already achieved.  If
Clearwire elected to make the interest payment, we believe that it
would exit 2011 with around $350 million to $400 million in cash,
which assumes less than $100 million of capital expenditures and
EBITDA losses.  We do not believe that this cash balance will be
sufficient to cover free operating cash flow (FOCF) losses and
a Long-Term Evolution (LTE) wireless network overlay in 2012 and
that the company will require additional funding during the year."


CONVERTED ORGANICS: To Issue $550,000 New Notes to IMF & Hudson
---------------------------------------------------------------
In a Form 8-K dated Jan. 3, 2012, a Securities Purchase Agreement
was entered into by and among Converted Organics Inc., Iroquois
Master Fund, Ltd., and Iroquois Capital Opportunity Fund, Ltd.
Upon the terms and subject to the Purchase Agreement, the
Converted Organics agreed to sell to IMF certain notes and
warrants.

On March 12, 2012, the Company entered into an agreement with each
of IMF and Hudson Bay Master Fund Ltd., pursuant to which the
Company agreed to effect an additional closing under the Purchase
Agreement in which the Company will issue the Buyers new notes
having an aggregate original principal amount of $550,000 for a
purchase price of $500,000, and warrants to purchase an aggregate
of 2,619,048 shares of common stock at an exercise price of $0.105
per share.  The New Notes are convertible into shares of the
Company's common stock at a conversion price equal to the lowest
of:

   (1) $0.105 per share;

   (2) the price which is 85% of the three lowest closing sale
       prices of the the Company's common stock during the twenty
       trading day period preceding the applicable conversion
       date; and

   (3) the price which is 85% of the closing sale price of the
       Company's common stock on the trading day preceding the
       applicable conversion date; provided that if the Company
       makes certain dilutive issuances, the Fixed Conversion
       Price of the New Notes will be lowered to the per share
       price for the dilutive issuances.

The closing of the purchase of the New Notes and New Warrants
occurred on March 13, 2012.  Pursuant to the March Agreement, the
Company also agreed with IMF to amend the definition of "Fixed
Conversion Price" in each of the notes the Company issued IMF in
April 2011 and January and February 2012, as well as any notes
exchanged for such notes, to $0.105.

On March 12, 2012, the Company entered into a Securities Purchase
Agreement with Hudson, pursuant to which the Company acquired 150
shares of Series A Convertible Preferred Stock of
Innovate/Protect, Inc., a privately-held Delaware corporation, for
$495,000.  In the March Agreement, the Company agreed to utilize
the proceeds from the issuance of the New Notes to purchase the
Preferred Shares.

The New Notes are secured by a first priority perfected security
interest in all of the assets of the Company and its subsidiaries,
including, without limitation, the Preferred Shares to be
acquired, and each subsidiary is a guarantor thereof.

                     About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

The Company reported a net loss of $8.9 million on $2.8 million of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $31.6 million on $2.8 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$17.2 million in total assets, $11.9 million in total liabilities,
and stockholders' equity of $5.3 million.

As reported in the TCR on April 7, 2011, CCR LLP, in Glastonbury,
Connecticut, expressed substantial doubt about Converted Organics'
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2010.  The independent
auditors noted that the Company has an accumulated deficit at
Dec. 31, 2010, and has suffered significant net losses and
negative cash flows from operations.


CRAWFORD FURNITURE: Judge Converts Case to Chapter 7 Liquidation
----------------------------------------------------------------
Thomas Russell at Furniture Today, citing report from the Buffalo
News, says U.S. Bankruptcy Judge Carl L. Bucki has approved
Crawford Furniture Mfg.'s request to convert its Chapter 11 case
to Chapter 7 liquidation proceeding.

According to the report, the Company said it was unable to
profitably reorganize its operations as part of a Chapter 11
bankruptcy proceeding.  The company will sell its remaining
inventory of finished furniture as well as other assets during a
public sale April 12-19.  Other assets include five parcels of
commercial real estate, intellectual property, leftover inventory
and a host of materials including lumber, fabrics, hardware,
finishes, plywood and packing materials.  The sale also will
include machinery and equipment.

The Company in October announced it was closing its five retail
stores in Hamburg, Lockport, Williamsville, Amherst and Lakewood,
N.Y.

                    About Crawford Furniture

Crawford Furniture Manufacturing Corp., of Jamestown, New York --
http://www.crawfordfurniture.com/-- was a leading manufacturer
for more than 120 years of quality 100% solid wood furniture.
Manufacturing was started in 1883 by two Swedish craftsmen and was
originally known as the Swedish Furniture Manufacturing
Corporation.  Manufacturing specializes in the manufacture of
bedroom and dining room furniture from solid wood, specifically
ash, cherry, maple and oak, that is purchased within a 150-mile
radius of its factory in Jamestown.

Crawford Furniture Retail Outlet Inc. has operated five retail
stores in western New York since 2004.  Retail also operated a
warehouse/delivery depot at Benderson Development Park, in
Cheektowaga, New York.

Crawford Furniture Manufacturing filed for Chapter 11 bankruptcy
(Bankr. W.D.N.Y. Lead Case No. 11-12945) on Aug. 25, 2011.
Camille W. Hill, Esq., at Bond, Schoeneck & King, PLLC, serves as
the Debtors' counsel.   The Debtor disclosed $8,588,970 in assets
and $1,541,201 in liabilities.  Retail filed a separate Chapter 11
petition on the same day.  The cases are jointly administered.

The U.S. Trustee appointed an official committee of unsecured
creditors in the case.


CRYSTALLEX INT'L: Adopts New Shareholder Rights Plan
----------------------------------------------------
Crystallex International Corporation's Board of has voted to adopt
an additional shareholder rights plan.  The New Rights Plan does
not replace the original shareholder rights plan of the Company
dated as of June 22, 2006 which is expected to expire this year.
The Board adopted the New Rights Plan because the Existing Rights
Plan may not adequately serve the interests of the Company due to
the changed circumstances of the Company, including the ongoing
dispute between the Company and the Bolivarian Republic of
Venezuela which has led to the arbitration case between such
entities and the filing for court protection by the Company under
the Companies' Creditors Arrangement Act (Canada) ("CCAA").

The New Rights Plan is not being adopted in response to any
proposal to acquire control of the Company.  Under the New Rights
Plan, take-over bids which meet certain requirements intended to
protect the interests of all shareholders continue to be exempted
from the dilutive aspects of the plan and are deemed to be
"Permitted Bids".  Permitted Bids must be made by way of a take-
over bid circular prepared in compliance with applicable
securities laws and, among other conditions, must remain open for
sixty days.

A copy of the New Rights Plan together with a summary thereof will
be available for review under the Company's profile at
http://www.sedar.com,and on the Company's Web site at
http://www.crystallex.com,by March 19, 2012.

Although the New Rights Plan will take effect immediately, the
Company will submit the New Rights Plan for confirmation at the
next meeting of shareholders; and the New Rights Plan will expire
at the third annual meeting of shareholders thereafter.  If the
shareholders do not confirm the New Rights Plan at the next
meeting of shareholders, the New Rights Plan will terminate and
cease to be effective at that time.

                         About Crystallex

Crystallex International Corporation is a Canadian based mining
company, with a focus on acquiring, exploring, developing and
operating mining projects.  Crystallex has successfully operated
an open pit mine in Uruguay and developed and operated three gold
mines in Venezuela.  The Company's principal asset is its
international claim in relation to its investment in the Las
Cristinas gold project located in Bolivar State, Venezuela.

On Dec. 23, 2011, announced that it obtained an order from the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act (Canada) (CCAA).
Ernst & Young Inc. was appointed monitor under the order.

Crystallex has also commenced a proceeding under Chapter 15 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in order to ensure that relevant CCAA orders are enforced
in the United States.  The Bankruptcy Court has recognized
Crystallex's CCAA proceeding as well as the initial order and
subsequent stay extension of the Ontario Superior Court of
Justice.

The Company reported a net loss of US$33.7 million for the nine
months ended Sept. 30, 2011, compared with a net loss of
US$27.7 million for the same period in 2010.

The Company reported losses from continuing operations of
US$22.0 million and US$14.5 million for the nine months Sept. 30,
2011, and 2010, respectively.

Following the Government of Venezuela's unilateral cancellation of
the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3,
2011, the Company filed for arbitration before ICSID's Additional
Facility and commenced the process of handing the Las Cristinas
project back to the Government of Venezuela.  The handover to the
Government of Venezuela was completed on April 5, 2011, upon
receipt of a certificate of delivery from the Corporacion
Venezolana de Guayana (the "CVG").  As a result, the Company has
determined that its operations in Venezuela should be accounted
for as a discontinued operation.

The Company reported losses from discontinued operations of
US$11.7 million and US$13.1 million for the nine months ended
Sept. 30, 2011, respectively.

The Company's balance sheet at Sept. 30, 2011, showed
US$19.8 million in total assets, US$115.17 million in total
liabilities and a stockholders' deficit of US$95.3 million.


CRYSTALLEX INT'L: Unable to File Year End Financial Statement
-------------------------------------------------------------
Crystallex International Corporation disclosed that, in light of
its financial circumstances, the Company will not be in a position
to prepare and file annual audited financial statements and other
annual disclosure documents, required by Canadian securities laws
in respect of the Company's financial year ended December 31,
2011, by March 30, 2012.  Consequently, following March 30, 2012,
the Company will be in default of its continuous disclosure filing
requirements under Canadian securities laws.

The Company has commenced discussions with the Ontario Securities
Commission, its principal Canadian securities regulatory
authority, concerning its imminent continuous disclosure filing
default.

The Company expects to be in a position to provide greater clarity
on this matter within the next two weeks, including whether it
will be able to obtain sufficient funds to meet its continuous
disclosure obligations and if not the nature of ongoing disclosure
that will be provided by the Company.

                         About Crystallex

Crystallex International Corporation is a Canadian based mining
company, with a focus on acquiring, exploring, developing and
operating mining projects.  Crystallex has successfully operated
an open pit mine in Uruguay and developed and operated three gold
mines in Venezuela.  The Company's principal asset is its
international claim in relation to its investment in the Las
Cristinas gold project located in Bolivar State, Venezuela.

On Dec. 23, 2011, announced that it obtained an order from the
Ontario Superior Court of Justice (Commercial List) for protection
under the Companies' Creditors Arrangement Act (Canada) (CCAA).
Ernst & Young Inc. was appointed monitor under the order.

Crystallex has also commenced a proceeding under Chapter 15 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in order to ensure that relevant CCAA orders are enforced
in the United States.  The Bankruptcy Court has recognized
Crystallex's CCAA proceeding as well as the initial order and
subsequent stay extension of the Ontario Superior Court of
Justice.

The Company reported a net loss of US$33.7 million for the nine
months ended Sept. 30, 2011, compared with a net loss of
US$27.7 million for the same period in 2010.

The Company reported losses from continuing operations of
US$22.0 million and US$14.5 million for the nine months Sept. 30,
2011, and 2010, respectively.

Following the Government of Venezuela's unilateral cancellation of
the Las Cristinas Mine Operating Contract (the "MOC") on Feb. 3,
2011, the Company filed for arbitration before ICSID's Additional
Facility and commenced the process of handing the Las Cristinas
project back to the Government of Venezuela.  The handover to the
Government of Venezuela was completed on April 5, 2011, upon
receipt of a certificate of delivery from the Corporacion
Venezolana de Guayana (the "CVG").  As a result, the Company has
determined that its operations in Venezuela should be accounted
for as a discontinued operation.

The Company reported losses from discontinued operations of
US$11.7 million and US$13.1 million for the nine months ended
Sept. 30, 2011, respectively.

The Company's balance sheet at Sept. 30, 2011, showed
US$19.8 million in total assets, US$115.17 million in total
liabilities and a stockholders' deficit of US$95.3 million.


DELPHI FINANCIAL: Moody's Issues Summary Credit Opinion
-------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Delphi Financial Group, Inc., and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
Delphi Financial Group, Inc. and its affiliates.

Moody's current ratings on Delphi Financial Group, Inc. and its
affiliates are:

Senior Unsecured (domestic currency) ratings of Baa3, on review
for upgrade

Junior Subordinate (domestic currency) ratings of Ba1(hyb), on
review for upgrade

Senior Unsecured Shelf (domestic currency) ratings of (P)Baa3, on
review for upgrade

Senior Subordinate Shelf (domestic currency) ratings of (P)Ba1, on
review for upgrade

Junior Subordinate Shelf (domestic currency) ratings of (P)Ba1, on
review for upgrade

Preferred Shelf (domestic currency) ratings of (P)Ba2, on review
for upgrade

Preferred shelf -- PS2 (domestic currency) ratings of (P)Ba2, on
review for upgrade

Delphi Funding L.L.C.

BACKED Preferred Shelf (domestic currency) ratings of (P)Ba1, on
review for upgrade

RATINGS RATIONALE

Delphi Financial Group, Inc. (Delphi; NYSE: DFG), senior debt
rated Baa3 (rating on review for possible upgrade), is a financial
services holding company that offers both life and excess worker's
compensation insurance through its U.S. insurance subsidiaries.
The company also provides absence management services and other
integrated employee benefit programs through its wholly-owned
subsidiary, Matrix Absence Management, Inc. (Matrix, unrated).
Delphi's current ratings reflect the established position of its
primary life insurance company, Reliance Standard Life Insurance
Company (RSL, A3 for insurance financial strength (IFS), rating on
review for possible upgrade), in the small-to-medium size case
group employee benefits market, as well as Delphi's ownership of
Safety National Casualty Corporation (Safety National, A3 for IFS,
rating on review for possible upgrade), an excess worker's
compensation insurer for self-insured employers. Partially
offsetting these strengths is the company's modest market presence
in group employee benefits, limited diversification among
insurance products and distribution, and the potential earnings
volatility associated with its excess workers compensation line.

Delphi announced on December 21, 2011 a proposed transaction by
which all of its outstanding stock is to be acquired by Tokio
Marine Holdings, Inc. (Tokio Marine; ultimate parent of Tokio
Marine & Nichido Fire Insurance Co., Ltd, Aa3 IFS rating stable
outlook) in the second quarter of 2012. The acquisition would
provide Delphi and its subsidiaries the benefits of being part of
the larger Tokio Marine group with its greater financial resources
and stronger credit profile.

Delphi's Baa3 senior debt rating is three notches lower than the
IFS rating of RSL, which is typical for US-based insurance groups.

Adjusted financial leverage at the company was at 26.4% as of
December 31, 2010, a level consistent with Moody's expectations.
Moody's expects leverage to be maintained at about the same level
at year-end 2011. Liquidity at Delphi is strong in the form of
sizeable readily available liquid assets and the maintenance of a
bank credit facility, which was recently increased to $205
million.

Rating Outlook

On December 21, 2011, Moody's placed on review for possible
upgrade the ratings of Delphi Financial Group, Inc. (Delphi -
NYSE: DFG; senior debt at Baa3) and its wholly-owned operating
companies: Reliance Standard Life Insurance Company (Reliance
Standard, insurance finance strength (IFS) rating at A3) and
Safety National Casualty Corporation (Safety National, IFS rating
at A3). The rating action follows the announcement by Tokio Marine
Holdings, Inc. (ultimate parent of Tokio Marine & Nichido Fire
Insurance Co., Ltd, Aa3 IFS stable outlook) of its proposed
acquisition of all the outstanding stock of Delphi for $2.7
billion in cash in a transaction scheduled to close in the second
of 2012, subject to regulatory and shareholder approvals.

What to watch for

- Effect of protracted high unemployment on group sales and
workers' compensation claims

- Performance of non-agency RMBS investment concentration

What Could Change the Rating - Up

The following would place upward pressure on the company's
ratings:

- The completion of the Tokio Marine transaction and
explicit/implicit support from the acquirer

- Upgrade of the financial strength rating of life operating
company, Reliance Standard Life Insurance Company, and/or
property-casualty operating company, Safety National Casualty
Corp.

- Sustained financial leverage below 30% as well as adequate cash
coverage (around 5x) and holding company liquidity (at least 1x
annual interest and 18 months' maturities)

What Could Change the Rating - Down

Given the rating is on review for possible upgrade, it is unlikely
the rating will downgraded in the near term. However, the
following could potentially lead to the ratings being confirmed at
their current rating level:

- The Tokio Marine transaction does not proceed as planned;
support is modest; plans for integrating Delphi are limited,

- Delphi's financial performance weakens

The methodologies used in these ratings were Moody's Global Rating
Methodology for Life Insurers published in May 2010 and Moody's
Global Rating Methodology for Property and Casualty Insurers
published in May 2010.


DREIER LLP: Wells Fargo Agrees to Pare Secured Claims to $7.2MM
---------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that Wells Fargo Bank
NA on Wednesday agreed to whittle $29.8 million in secured claims
against Dreier LLP down to $7.2 million to settle claims from the
law firm's liquidation trustee that the bank's predecessor had
enabled the Ponzi scheme that toppled the firm and put its founder
behind bars.

In a motion filed in New York bankruptcy court, Dreier LLP  s
Chapter 11 trustee Sheila Gowan said that Wachovia Bank NA, which
merged with Wells Fargo in 2008, would agree to chop its secured
claims to $7.2 million, according to Law360.

                 About Marc Dreier and Dreier LLP

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

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

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

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


DYNEGY HOLDINGS: Paul Weiss Represents Holders of $460MM Sr. Notes
------------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Andrew Rosenberg, Esq., at Paul, Weiss, Rifkind,
Wharton & Garrison LLP, in New York, disclosed that his firm
represents certain noteholders in the Chapter 11 cases of Dynegy
Holdings Inc. and its affiliated debtors.

The bondholders and the value of notes held as of Feb. 7, 2012,
are:

     -- Chicago-based AEGON USA Investment Management, LLC,
        which holds $70.1 million of senior notes;

     -- New York-based Avenue Capital Group and various
        affiliated funds, which hold $185.5 million of senior
        notes;

     -- New York-based Caspian Capital L.P., and various
        affiliated funds, which hold $73.1 million of senior
        notes;

     -- Boston-based Loomis, Sayles & Company, L.P., which
        holds $91 million of subordinated notes; and
        $131.7 million of senior notes.

The noteholders assert claims or manage accounts that hold claims
against the estates arising from the purchase of senior notes
issued by Dynegy Holdings, and subordinated notes issued by NGC
Corporation Capital Trust I, according to the court filing.

Paul Weiss may be reached at:

        Andrew S. Rosenberg, Esq.
        Alice Belisle Eaton, Esq.
        PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
        1285 Avenue of the Americas
        New York, NY 10019-6064
        Tel: (212) 373-3000
        Fax: (212) 757-3990
        E-mail: arosenberg@paulweiss.com
                aeaton@paulweiss.com

                       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: Troubled and Disappointed by Examiner Report
--------------------------------------------------------
Dynegy Inc. has filed a response to the examiner's report with the
United States Bankruptcy Court for the Southern District of New
York, Poughkeepsie Division.  In connection with the filing of the
response, the Company noted that the Examiner's Report is not
evidence, is non-binding and is not the conclusion of any court.

"Dynegy is both troubled and disappointed by the Examiner's Report
as we continue to believe our restructuring activities benefited
all stakeholders and were conducted in the proper manner,"
commented Robert C. Flexon, Dynegy President and Chief Executive
Officer.

The Examiner conducted a 60 day review of the Company's pre-
petition restructuring transactions and concluded that many of the
elements of the Company's strategy, including the ring-fencing of
CoalCo and GasCo and related financings, were proper.  The
Examiner's criticism was directed exclusively at a single
transaction: the transfer of CoalCo from Dynegy Gas Investments, a
debt-free, wholly-owned subsidiary of Dynegy Holdings (DH), to
Dynegy Inc. (DI) in exchange for a $1.25 billion Undertaking on
September 1, 2011. Dynegy disagrees with this criticism for
numerous reasons detailed in its response, including these:

-- The Examiner's Report improperly assumes insolvency.  The
conclusions reached by the Examiner are dependent on a
determination that DH was insolvent at the time of the
transactions. Notably, however, the Examiner did not actually
determine whether DH was insolvent. Instead, the Report assumed
insolvency and ignored critical evidence to the contrary. In fact,
the Company's Directors fully believed that DH was solvent at the
time of the transfer of CoalCo. The consolidated Company at that
time had over $1 billion in liquidity, approximately $570 million
in equity market capitalization, financial forecasts demonstrating
the Company's ability to meet its liabilities for the foreseeable
future, the ability to raise additional capital through new credit
lines and asset sales, and no significant debt maturities until
2015.

-- The Examiner's conclusion of a fraudulent transfer is
incorrect. The documents and other evidence regarding the CoalCo
transfer demonstrate that there was no intent to hinder or delay
creditors. To the contrary, the transaction was done in support of
an exchange offer intended to reduce DH's debt for the benefit of
DH creditors while offering a more secured investment for those
creditors who participated in the exchange. Once the tender had
failed, the Company quickly entered into a Restructuring Support
Agreement with DH creditors that effectively would unwind the
CoalCo transfer and provide DH creditors a more secured interest
in both CoalCo and GasCo. In addition, the transfer of CoalCo was
based upon a valuation of CoalCo performed by an independent third
party expert.

-- The Report's conclusions regarding fiduciary duties are
incorrect and contrary to precedent.  For a number of reasons,
including the Directors' belief that DH was solvent, the fiduciary
duties of DI Directors and DH Managers were for the benefit of
shareholders, not creditors.  A fundamental principle of Delaware
corporate law is that a board of directors cannot be second-
guessed on the conduct of corporate affairs if they exercised
proper business judgment.  The looming debt default of the Senior
Credit Facility as of Sept. 30, 2011 would have precluded the
Company from continuing in business absent the refinancing that
occurred in August 2011. In addition, the Company had to confront
its overleveraged situation, a significant turnover of officers
and directors over the first half of 2011, and business
complexities, including adverse swings in energy prices, all of
which required thoughtful and immediate action which the Board
carried out. The Directors used their best business judgment and
retained internationally recognized advisers, including White &
Case and Lazard, to determine the right course of action that
preserved value for the Company's stakeholders and ensured it was
done in the proper manner.

-- The Report's conclusions depend on an inconsistent application
of legal analysis. Critical to the conclusion that DI Directors
breached their fiduciary duties, is the position that DI, DH, and
Dynegy Gas Investments should all be treated as a single entity
instead of treating each entity as a separate company. If this
approach had been consistently applied there could legally be no
fraudulent transfer of CoalCo, since, in essence, DI would have
transferred the coal business to itself. Additionally, there could
be no breach of fiduciary duties at the DH level because it would
be disregarded in this legal analysis. While the Company strongly
disagrees with all of these findings, it believes that the
Examiner should have at least been consistent in the approach
taken in his legal analysis.

The Company strongly disagrees with the conclusions reached in the
Examiner's Report and believes that it is flawed for the reasons
detailed in the Company's response. However, it remains committed
to working with all creditor groups to reach a consensual
restructuring agreement that is beneficial to all stakeholders.
Dynegy will continue to provide updates as the restructuring
progresses.

Court documents, including the Company's full response to the
Examiner's Report, are available on the docket section of DH's
reorganization Web site, http://dm.epiq11.com/dynegyholdingsllc

                         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 Nov. 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)


ENERGY CONVERSION: Common Stock Delisted from NASDAQ
----------------------------------------------------
The NASDAQ Stock Market delisted the common stock of Energy
Conversion Devices, Inc.  The Company's common stock was suspended
on Feb. 24, 2012, and has not traded on NASDAQ since that time.
NASDAQ filed a Form 25 with the Securities and Exchange Commission
to complete the delisting.  The delisting becomes effective 10
days after the Form 25 is filed.

The Company's common stock is currently trading on the Pink OTC
Markets under the symbol "ENERQ."  However, the Company can give
no assurance that trading in its common stock will continue on the
Pink Sheets or any other securities exchange or quotation medium.

                   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.


FAIRFAX FINANCIAL: Moody's Rates New Preferred Shares 'Ba2(hyb)'
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2(hyb) rating to the
C$200 million Series K Rate Reset Preferred Shares to be issued by
Fairfax Financial Holdings Limited (Fairfax; TSX:FFH; Baa3 senior
unsecured debt/stable outlook). The size of the issue may be
increased to C$250 million at the underwriters' option. Proceeds
from this issuance are expected to repay C$86 million of bonds
maturing in April 2012 and the balance will supplement the holding
company's liquid resources. The outlook for the rating is stable.

RATING RATIONALE

Fairfax's debt ratings are based on the company's diversified
revenue stream by product and geography, a strong market position
within Canadian property & casualty insurance, a high level of
cash and marketable securities at the parent-company level, and a
liquid investment portfolio. Several credit challenges remain
significant to Fairfax's rating including weak operating earnings
(excluding realized gains), historical volatility of loss reserves
particularly at its run-off operations, exposure to catastrophe
risk, and a high level of common stock investments (though a
substantial portion of equities are currently hedged).

The debt ratings also reflect the collective insurance financial
strength ratings of the Fairfax group of companies and the debt
outstanding at intermediate holding companies, which results in
structural subordination at the ultimate holding company. This
structural subordination is mitigated by both the diversification
of businesses and by the commitment to maintain significant levels
of cash at the parent company.

According to William Burn, Moody's lead analyst for Fairfax,
"Fairfax has a long history of maintaining significant liquid
resources at the holding company (in excess of C$1 billion) and is
well positioned to further increase capital at its insurance
subsidiaries if pricing conditions continue to improve. The
incremental financial leverage associated with the offering is
within the tolerances for the company's financial leverage
profile."

Moody's notes that the Series K Preferred Shares are perpetual,
cumulative and are redeemable by Fairfax after five years. The
Series K Preferred Shares will receive some equity credit from
Moody's for the purpose of financial leverage calculation, based
on their subordination, interest deferral characteristics and lack
of a stated maturity.

The following factors could lead to an upgrade of the ratings:
adjusted financial leverage consistently less than 30% and
earnings coverage (excluding realized gains/losses) consistently
above 4x; reduction in risk at Fairfax's runoff operations;
aggregate combined ratios consistently less than 100%; and an
upgrade of the stand-alone credit profile of the company's lead
operating P&C and/or reinsurance companies. Factors that could
lead to a downgrade of the ratings include: substantial reduction
of holding company liquidity to less than C$750 million (or less
than 3x total fixed charges); adjusted financial leverage
consistently above 35% and earnings coverage (excluding realized
gains/losses) consistently less than 2x; significant adverse
reserve development at Fairfax's run-off or ongoing operating
subsidiaries (greater than 2% of net reserves); and/or a downgrade
of the stand-alone credit profile of the company's lead operating
P&C and/or reinsurance companies.

Moody's also maintains the following ratings on Fairfax Financial
Holdings Limited:

Senior Unsecured (domestic and foreign currency) ratings of Baa3

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

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

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

Preferred Shelf -- PS2 (foreign currency) ratings of (P)Ba2

Fairfax is an insurance and financial services holding company
that offers P&C insurance products through its reinsurance and
insurance operating subsidiaries. Fairfax has four primary
operating companies: Odyssey Re Holdings Corporation (A3 insurance
financial strength (IFS) rating of Odyssey Reinsurance Company,
positive outlook); Crum & Forster Holdings Corp (principal
insurance subsidiaries Baa1 IFS rating, stable); Zenith National
Insurance Corporation (A3 IFS rating of Zenith Insurance Company,
stable), and Northbridge Financial Corp. (not rated). Fairfax also
has a sizable runoff business including TIG Insurance Company, and
UK-based RiverStone Insurance (both not rated). The company also
engages in internal reinsurance activities, primarily through its
CRC Insurance Limited and Wentworth subsidiaries (not rated),
depending on the pricing environment.

The methodologies used in this rating were Moody's Global Rating
Methodology for Property and Casualty Insurers published in May
2010, Moody's Global Rating Methodology for Reinsurers published
in December 2011, and Moody's Guidelines for Rating Insurance
Hybrid Securities and Subordinated Debt published in January 2010.


FLAGSTAR BANCORP: Harwood Feffer Investing Board
------------------------------------------------
B Harwood Feffer LLP is investigating potential claims against the
board of directors of Flagstar Bancorp, Inc. concerning whether
the board has breached its fiduciary duties to shareholders.

On Feb. 24, 2012, the U.S. Department of Justice filed a complaint
in the United States District Court for the Southern District of
New York, Case No. 12-cv-01392, against the Company alleging that
for over a decade Flagstar had been improperly approving thousands
of residential home mortgage loans for government insurance.
Specifically, the DOJ alleges that the Company: (i) used
unauthorized staff employees in the loan approval process; (ii)
paid substantial incentive awards to these unauthorized employees
for exceeding certain quotas; (iii) permitted underwriters to
submit false certifications to the Federal Housing Administration
("FHA") and the U.S. Department of Housing and Urban Development
("HUD"); and (iv) misled FHA and HUD by certifying that the loans
had been fully underwritten by properly registered and
sufficiently experienced underwriters when they had not.  The DOJ
further alleges that as a result of the foregoing, thousands of
loans were approved for government insurance that did not qualify
for insurance and when the loans defaulted, HUD was forced to
cover the losses.

As a result, Flagstar has become the focus of costly public and
legal scrutiny.  The Company reached a settlement with the DOJ on
Feb. 24, 2012, the same day the complaint was filed, under which
Flagstar must pay $15 million in thirty days and up to an
additional $117.8 million if it meets certain criteria. In
addition, Flagstar is required to repay $266.7 million that it
received as part of the Troubled Asset Relief Program.

Our investigation concerns whether the Flagstar board of directors
has breached its fiduciary duties to shareholders, grossly
mismanaged the Company, and/or committed abuses of control in
connection with the foregoing.

If you own Flagstar shares and wish to discuss this matter with
us, or have any questions concerning your rights and interests
with regard to this matter, please contact:


FOOD SERVICE: Judge Freezes Owner's Assets & Appoints Receiver
--------------------------------------------------------------
Various business of John W. Beakley, a Lubbock, Texas-based
account, are subject to bankruptcy or receivership proceedings
commenced earlier this month after Mr. Beakley was accused in a
lawsuit of securities fraud.

Walt Nelt at Avalanche-Journal reports that a federal judge has
froze all of Mr. Beakley's assets and named Fernando M. Bustos as
receiver to take control of Mr. Beakley's businesses, after a
family allowed Mr. Beakley to manage as much as $10 million and
then sued the accountant alleging securities fraud.

The report says attorneys for Samuel K. Douglass and his sons,
Mark, Timothy and Scott, filed the suit and asked for orders
immediately freezing assets and naming a receiver, because they
believed Mr. Beakley's business structure was in imminent danger
of collapsing from the threat of federal tax liens and unpaid
franchise fees to American Dairy Queen.

According to the report, the lawsuit accuses Mr. Beakley, owner of
the Beakley & Associates accounting firm, of mismanaging the
family's money by placing it all into businesses he controlled and
then drawing it out to enrich himself and family members through a
variety of management fees and insider loans.

The report notes the suit also contends Mr. Beakley jeopardized
their capital by not paying federal payroll taxes, fast-food
restaurant franchise fees and real estate rents.

The complaint was filed in U.S. District Court in Lubbock March 1
and named 122 defendants mostly business entities as well as seven
people.  Hours after the suit was filed, the business entities
overseeing Mr. Beakley's 85 Dairy Queen franchises in West Texas,
New Mexico and Oklahoma filed Chapter 11 reorganization petitions
with the U.S. Bankruptcy Court for the Eastern District of Texas.
Because businesses in bankruptcy are protected from most
litigation, they were removed from the receivership.

The major business entities are:

     * Roundtable Corp. -- The business controls 85 Dairy Queen
       corporations Mr. Beakley controls.  One of three entities
       to file Chapter 11 bankruptcy petitions, it was removed
       from the Douglass lawsuit by District Judge Sam R.
       Cummings. That portion of the suit could be re-opened after
       the bankruptcy is resolved.

     * Food Service Management -- A corporation related to
       Roundtable and the Dairy Queen holdings. It was the subject
       of a separate Chapter 11 filing.

     * Concert Management -- According to court documents, it is
       also a Dairy Queen-related business that at one time owned
       more than 30 locations.

     * I-27 Powersports -- Lubbock-based business that sells
       motorcycles and all-terrain vehicles.

     * I-27 Marine -- Lubbock-based boat dealership.

     * Ranchland Hills Golf Club and Ranchland Hills Country Club
       -- A golf and real estate venture in Midland.

     * MMPK Restaurants and Mama Mia Pizza Kitchen -- A defunct
       restaurant in Levelland. According to court documents, Mr.
       Beakley was holding on to the real estate with plans to
       re-open it as a Dairy Queen.

     * Tierra de Tejas Development -- a residential developer
       building neighborhoods in San Benito and Harlingen.

The report, citing court documents, says the suit included a
December 2010 financial statement in which Mr. Beakley estimated
his net worth at more than $16 million.

According to the report U.S. District Judge Sam R. Cummings
agreed and sealed the suit, rather than giving Mr. Beakley notice
his businesses were facing receivership.  Federal civil procedure
rules allow a judge to temporarily seal that kind of order if the
plaintiff brings evidence that advance notice to the defendant
could further reduce the asset value.

Based in Dallas, Texa, Food Service Holdings Ltd aka Dairy Queen
filed for Chapter 11 bankruptcy protection on March 1, 2012
(Bankr. E.D. Tex. Case No. 12-40510).  Mark A. Weisbart, Esq., at
The Law Offices of Mark A. Weisbart, represents the Debtor.  The
Debtor listed assets of less than $50,000, and estimated debts of
between $1 million and $10 million.


GAMETECH INT'L: Reports $858,000 Net Income in Jan. 29 Quarter
--------------------------------------------------------------
GameTech International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $858,000 on $8.25 million of net revenues for the
13-week period ended Jan. 29, 2012, compared with a net loss of
$288,000 on $10.10 million of net revenues for the 13-week period
ended Jan. 30, 2011.

The Company's balance sheet at Jan. 29, 2012, showed
$27.22 million in total assets, $22.88 million in total
liabilities, all current, and $4.34 million in stockholders'
equity.

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

                         http://is.gd/0NvHCS

                    About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

The Company reported a net loss of $20.4 million on $35.2 million
of revenue for the 52 weeks ended Oct. 31, 2010, compared with a
net loss of $10.5 million on $47.8 million of revenue for the
52 weeks ended Nov. 1, 2009.

Piercy Bowler Taylor & Kern, in Las Vegas, Nevada, expressed
substantial doubt about GameTech International, Inc.'s ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered reoccurring losses from operations and
has been unable to extend the maturity of its debt, or raise
additional capital necessary to execute its business plan.


GENERAL MARITIME: Wins 60 Days Exclusivity Extension
----------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that General Maritime
Corp. is nearing agreement with unsecured creditors and large
bondholders on a consensual Chapter 11 plan, an attorney for the
Company said at a hearing Thursday, where it gained more time to
exclusively file a plan.

Law360 relates that U.S. Bankruptcy Judge Martin Glenn granted the
debtor's motion to extend the exclusivity period by 60 days,
during which time only it can file a Chapter 11 plan as it
solicits further support and works out differences with the other
parties.

                       About General Maritime

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

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

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

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

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

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

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

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

The Company filed a proposed Chapter 11 plan on Jan. 31, 2012, to
implement an agreement reached prepetition with affiliates of
Oaktree Capital Management LP, the leader of a group of lenders on
three credits totaling more than $1 billion.  The Oaktree group is
to invest $175 million while converting secured debt to equity.
The Plan contemplates a $61.25 million rights offering where
holders of general unsecured claims will have the opportunity to
purchase up to 17.5% of the new equity of the reorganized Company.
The hearing to consider approval of the Plan by the Bankruptcy
Court is scheduled to commence on April 25, 2012.


GENTIVA HEALTH: Moody's Affirms 'B3' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service changed Gentiva Health Services, Inc.'s
rating outlook to stable from negative and affirmed its B3
Corporate Family rating and Probability of Default ratings, its B1
senior secured credit facilities ratings and its Caa2 senior
unsecured notes rating. The change in outlook to stable
incorporates Gentiva's recent amendment to its Credit Agreement
mitigating the company's risk of covenant default which previously
seemed likely during 2012. The stable outlook also recognizes the
absence of more severe reimbursement rate cuts over the near term.

The Speculative Liquidity Rating was raised to SGL-3 from SGL-4
primarily as result of the improvement in covenant cushion over
the next 12 to 15 months.

The following ratings have been affirmed:

Corporate Family Rating at B3;

Probability of Default Rating at B3.

$110 million senior secured revolver due 2015 at B1 (LGD3, 31%)

$163 million senior secured term loan A due 2015 to B1 (LGD3, 31%)

$540 million senior secured term loan B due 2016 to B1 (LGD3, 31%)

$325 million unsecured notes due 2018 to Caa2 (LGD5, 85%)

The following rating has been raised:

The Speculative Liquidity Rating to SGL-3 from SGL- 4

The rating outlook is stable.

RATINGS RATIONALE

The B3 Corporate Family rating reflects constraints on Gentiva's
revenues and profitability -- including Medicare reimbursement and
costs associated with new regulatory requirements -- while
leverage remains elevated following the Odyssey acquisition. The
rating incorporates the company's very sizable exposure to
Medicare and other government programs at around 90% of total
revenues. Gentiva's credit metrics are also weak as a result of
significant margin pressure that is difficult to offset completely
with restructuring measures. Moody's expectation is for leverage
to remain above 5 times debt-to-EBITDA as EBITDA deteriorates with
anticipated rate cuts. (Moody's assumes Medicare rate cuts for
home health of 2.39% in 2012 and 2% company-wide in 2013 alongside
other costly issues including regulatory scrutiny.) In addition,
lower free cash flow going forward has contributed to an erosion
of value which leaves Moody's concerned about the very limited
equity cushion in Gentiva's capital structure.

In Moody's view, both the home healthcare and hospice sector will
remain vulnerable to scrutiny and future revenue pressure from
Medicare, in part due to ongoing concerns regarding fraud and
abuse as well as the key role this sector will play in regard to
the sizable aging US population.

However, the rating also recognizes Gentiva's favorable scale,
geographic diversity and market leadership in both home health and
hospice, a still relatively fragmented market. Gentiva has about
4% and 6% market share in home health and hospice, respectively,
and is likely to be a consolidator should its financial
performance strengthen. The rating further considers the good
long-term fundamentals in the hospice and home health industries
which Moody's believes will continue to support volume growth.
While debt-to-EBITDA leverage is expected to remain high, the
rating incorporates Moody's view that the company will focus on
deleveraging and cost control over the next several years.
Notably, Gentiva's cash balance is good with well over $100
million likely despite $50 million in debt repayment in 2012.

Moody's could downgrade the ratings if Gentiva's liquidity were to
weaken again. Moody's could also lower the rating if the company
cannot maintain positive free cash flow or if leverage were to
continue substantially worsen and, more specifically, exceed 6
times debt-to-EBITDA. Moody's would also review the ratings if the
reimbursement or regulatory environment were to worsen.

If there were more certainty in regard Gentiva's financial
performance outlook, profit margins were expected to improve
following the company's restructuring efforts and liquidity
remained sufficient, Moody's could upgrade the Corporate Family
rating. Positive free cash flow would also need to be sustainable
alongside debt-to-EBITDA leverage in the 5 times range.

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


GETTY IMAGES: Moody's Assigns 'Ba3' Rating to $275MM Term Loan
--------------------------------------------------------------
Moody's Investor Services assigned a Ba3 rating and LGD3 -- 32%
assessment to Getty Images, Inc.'s proposed incremental $275
million 1st lien senior secured term loan. Proceeds from the new
debt facility along with more than $100 million of balance sheet
cash will be used to fund a special dividend of approximately $380
million. Moody's also affirmed the Ba3 Corporate Family Rating
(CFR), B1 Probability-of-Default Rating (PDR) and the Ba3, LGD3 --
32% ratings on the company's 1st lien senior secured revolver due
2015 and the existing 1st lien senior secured term loan B due
2016.

Assignments:

Issuer: Getty Images, Inc.

NEW Incremental $275 Million 1st Lien Senior Secured Term Loan due
November 2015: Assigned Ba3, LGD3 -- 32%

Unchanged:

Issuer: Getty Images, Inc.

Corporate Family Rating: Affirmed Ba3

Probability of Default Rating: Affirmed B1

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

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

RATINGS RATIONALE

The Ba3 corporate family rating incorporates the proposed increase
in debt balances by $275 million to partially fund its planned
dividend. The new incremental term loan results in moderately high
debt-to-EBITDA leverage of 4.3x (including Moody's standard
adjustments) estimated for LTM ended March 31, 2012, compared to
3.5x pre-dividend, with free cash flow-to-debt ratios falling to
10.5% over the rating horizon from 13.5% in FY2011. Liquidity is
also reduced given the reduction in cash balances of more than
$100 million. Moody's notes that in the absence of acquisitions or
distributions, debt-to-EBITDA ratios could improve by 0.5x over
the next 12 months as free cash flow is applied to reduce debt
balances. Ratings incorporate Moody's expectations for a mild
recession in Europe (the EMEA regions account for 38% of revenues)
and weaker demand for advertising related imagery products in this
region in combination with continued economic recovery in the U.S.
(the Americas account for 51% of revenues). Ratings are
constrained by Getty Images' track record for increasing term loan
balances to fund dividends as well as the potential for debt
financed acquisitions. Moody's believes event risk is high based
on the company's shareholder-friendly financial policies,
acquisitive nature, and eventual decision by Hellman & Friedman to
pursue an exit strategy (original LBO closed in July 2008).
Consequently, leverage could rise above current levels over the
rating horizon. Ratings are supported by Getty Images' leading
market position in the stock imagery market, geographic
diversification of its customer base, stable EBITDA margins, and
free cash flow generation.

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

The stable outlook reflects Moody's expectation that demand for
Getty Images' lower priced imagery products and other services
will largely offset mature demand for the company's traditional
imagery business. Moody's also believes Getty Images' consolidated
revenues will modestly increase in 2012 tracking Moody's
expectations for low to mid single-digit GDP growth through the
end of 2012 in the U.S. and slightly negative GDP growth in
Europe, and that free cash flow will be applied to reduce term
loan balances. The stable outlook also reflects Moody's
expectation that debt-to-EBITDA leverage ratios will decrease
below current levels allowing for continued tuck-in acquisitions
funded from excess cash or short term revolver advances. The
outlook does not incorporate additional significant dividends or
sizable debt financed acquisitions over the rating horizon.
Moody's assumes liquidity will remain good despite some use of
cash or temporary revolver advances to fund potential tuck-in
acquisitions.

Ratings could be downgraded if overall performance were to
deteriorate due to increased competition or weak demand resulting
in declining revenues, erosion in EBITDA margins or reduced
cushion to financial covenants. Another leveraging event,
including sizable debt financed acquisitions, distributions or
share repurchases resulting in debt-to-EBITDA ratios rising above
4.50x (including Moody's standard adjustments) could lead to a
downgrade. While unlikely due to the company's shareholder-
friendly policies demonstrated by the proposed $380 million
dividend, as well as the $504 million dividend at the end of 2010,
ratings could be considered for an upgrade if debt-to-EBITDA
leverage ratios were to be sustained below historical levels.
Management would need to provide assurances that operating and
financial policies would be consistent with the higher rating.

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

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


GRUBB & ELLIS: Aims to Halt Arbitration in Dispute with Investor
----------------------------------------------------------------
American Bankruptcy Institute reports that Grubb & Ellis Co. is
trying to dodge an approaching arbitration hearing over a $25
million dispute with investors who are upset over real-estate bets
they made through the real-estate brokerage firm's securities
division.

                        About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

The Company has won court approval for a March 21 auction to test
whether an affiliate of BGC has the best offer for the assets.
Sale procedures approved by the bankruptcy judge call for
competing bids on March 20, followed by the auction on
March 21 and a hearing to approve the sale March 22.

The creditors' committee was opposed to a quick sale, contending
that the absence of competitive bidding "guarantees" there will be
no recovery by unsecured creditors.

Pursuant to the term sheet signed by the parties, BGC will buy the
assets for $30.02 million, consisting of a credit bid the full
principal amount outstanding under the (i) $30 million credit
agreement dated April 15, 2011, with BGC Note, (ii) the amounts
drawn under the $4.8 million facility, and (iii) the cure amounts
due to counterparties.  BGC can terminate the contract if the sale
order has not been entered by the bankruptcy court in 25 days
after the execution of the Asset Purchase Agreement.

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


GRUBB & ELLIS: Common Stock Delisted from NYSE
----------------------------------------------
The New York Stock Exchange LLC filed with the U.S. Securities and
Exchange Commission a Form 25 notifying the Commission of the
removal from listing or registration of Grubb & Ellis Co.'s common
stock on the Exchange.

                        About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc., absent higher and
better offers.  The Santa Ana, California-based company disclosed
$150.16 million in assets and $167.2 million in liabilities as of
Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

The Company has won court approval for a March 21 auction to test
whether an affiliate of BGC has the best offer for the assets.
Sale procedures approved by the bankruptcy judge call for
competing bids on March 20, followed by the auction on
March 21 and a hearing to approve the sale March 22.

The creditors' committee was opposed to a quick sale, contending
that the absence of competitive bidding "guarantees" there will be
no recovery by unsecured creditors.

Pursuant to the term sheet signed by the parties, BGC will buy the
assets for $30.02 million, consisting of a credit bid the full
principal amount outstanding under the (i) $30 million credit
agreement dated April 15, 2011, with BGC Note, (ii) the amounts
drawn under the $4.8 million facility, and (iii) the cure amounts
due to counterparties.  BGC can terminate the contract if the sale
order has not been entered by the bankruptcy court in 25 days
after the execution of the Asset Purchase Agreement.

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


GRUBB & ELLIS: Committee Taps FTI Consulting as Financial Advisor
----------------------------------------------------------------
BankruptcyData.com reports that Grubb & Ellis' official committee
of unsecured creditors filed with the U.S. Bankruptcy Court a
motion to retain FTI Consulting (Contact: Samuel E. Star) as
financial advisor at these hourly rates: senior managing director
at $780 to $895, director/managing director at $560 to $745,
consultant/senior consultant at $280 to $530 and
administrative/paraprofessional at $115 to $230.

                        About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

The Company has won court approval for a March 21 auction to test
whether an affiliate of BGC has the best offer for the assets.
Sale procedures approved by the bankruptcy judge call for
competing bids on March 20, followed by the auction on
March 21 and a hearing to approve the sale March 22.

The creditors' committee was opposed to a quick sale, contending
that the absence of competitive bidding "guarantees" there will be
no recovery by unsecured creditors.

Pursuant to the term sheet signed by the parties, BGC will buy the
assets for $30.02 million, consisting of a credit bid the full
principal amount outstanding under the (i) $30 million credit
agreement dated April 15, 2011, with BGC Note, (ii) the amounts
drawn under the $4.8 million facility, and (iii) the cure amounts
due to counterparties.  BGC can terminate the contract if the sale
order has not been entered by the bankruptcy court in 25 days
after the execution of the Asset Purchase Agreement.

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


GWR OPERATING: Moody's Affirms 'Caa1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of GWR Operating
Partnership, L.L.L.P.'s (GWR) , including its Caa1 Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) and
the B3 rating for its $230 million guaranteed first mortgage notes
due 2017. In addition, Moody's changed GWR's outlook to developing
from stable, which was prompted by the announcement of Great Wolf
Resorts Inc. (the parent company of GWR) that it entered into a
definitive merger agreement with an affiliate of Apollo Global
Management, LLC.

RATINGS RATIONALE

The change in outlook to developing reflects the uncertainty at
this time in regards to the timing, ultimate terms and conditions,
and the final mix between debt and equity of the transaction if
the sale of GWR were actually consummated.

The affirmation of the Caa1 CFR reflects GWR's high leverage and
weak interest coverage, as well as its modest scale, limited
diversification, and high operating leverage given its fixed cost
base. The ratings are supported by the company's solid brand
recognition, good asset value relative to the first mortgage
notes, and adequate liquidity.

Ratings affirmed are:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1

$230 million guaranteed first mortgage notes due 2017 at B3
(LGD 3, 33%)

Speculative Grade Liquidity Rating rated SGL-3

Factors that could result in a downgrade include a prolonged or
more severe decline in operating performance, a slower than
expected ramp-up of newer properties, an increase in financial
leverage due to a buyout or acquisition, or any event that causes
the company's overall probability of default to increase.

Factors that could result in a higher rating would include a
sustained improvement in operating performance, successful ramp-up
of newer properties, and a material and sustained improvement in
debt protection measures. Specifically, an upgrade would require
debt to EBITDA of under 7.0 times and EBITDA minus capital
expenditures to gross interest well above 1.1 times on a sustained
basis.

The principal methodology used in rating GWR Operating Partnership
was the Global Lodging & Cruise Industry Rating Methodology
published in December 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

GWR Operating Partnership, L.L.L.P.'s (GWR) is a wholly owned
subsidiary of Great Wolf Resorts, Inc., (Great Wolf) which owns,
operates, and/or manages hotel resort properties specializing in
in-door water parks. Annual revenues are approximately $300
million.


HAMPTON ROADS: Terminates Bank Sale Agreement with Carolina Bank
----------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, announced the mutual termination
of an agreement dated July 14, 2011, between BHR and The East
Carolina Bank, the wholly-owned subsidiary of ECB Bancorp. Inc.,
under which ECB was to purchase all deposits and selected assets
associated with seven Gateway Bank branches in North Carolina.
The branches included in the agreement were Preston Corners,
Plymouth, Roper, Chapel Hill, Falls of Neuse, Lake Boone and
Wilmington.

BHR has initiated a process to seek an alternative buyer or buyers
for the Preston Corners, Chapel Hill, Falls of Neuse, Lake Boone
and Wilmington branches.  In the interim, these branches will
maintain full operations.

Under the terms of the original agreement with ECB, BHR planned to
close the Roper branch and consolidate its accounts into the
Plymouth branch.  BHR has received regulatory approval from the
Federal Reserve Bank of Richmond to proceed with this branch
consolidation and expects to complete the account transfers and
close the Roper branch by April 13, 2012.  With the termination of
the agreement with ECB, BHR plans to retain ownership of the
Plymouth branch.

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company said in its Form 10-Q for the Sept. 30, 2010 quarter
that due to its financial results, the substantial uncertainty
throughout the U.S. banking industry, and the Written Agreement
the Company and BOHR have entered into, doubts existed regarding
the Company's ability to continue as a going concern through the
second quarter of 2010.  However, management believes this concern
has been mitigated by the initial closing of the Private Placement
that occurred on Sept. 30, 2010.

The 2010 results did not include a going concern qualification
from Yount Hyde.

The Company's balance sheet at Sept. 30, 2011, showed
$2.43 billion in total assets, $2.30 billion in total liabilities,
and $135.67 million in total shareholders' equity.

The Company reported a net loss of $98 million on $100.79 million
in interest income for the year ended Dec. 31, 2011, compared with
a net loss of $210.35 million on $122.19 million in interest
income during the prior year.


HANMI FINANCIAL: Reports $28.1 Million Net Income in 2011
---------------------------------------------------------
Hanmi Financial Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $28.14 million on $128.80 million of total interest and
dividend income for the year ended Dec. 31, 2011, compared with a
net loss of $88.01 million on $144.51 million of total interest
and dividend income during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.74 billion
in total assets, $2.45 billion in total liabilities and
$285.61 million in total stockholders' equity.

                           Going Concern

At Dec. 31, 2011, the Bank had a tangible stockholders' equity to
total tangible assets ratio of 12.48 percent.  Accordingly, the
Company is in compliance with the Final Order.  Pursuant to the
Written Agreement, the Company is also required to increase, and
is required to maintain, sufficient capital at the Company and at
the Bank that is satisfactory to the Federal Reserve Bank.  Should
the Company's asset quality erode and require significant
additional provision for credit losses, resulting in consistent
net operating losses at the Bank, the Company's capital levels
will decline and the Company will need to raise capital to satisfy
its agreements with the regulators and any future regulatory
orders or agreements the Company may be subject to.

The Bank is subject to additional regulatory oversight as a result
of a formal regulatory enforcement action issued by the Federal
Reserve Bank and the California Department of Financial
Institutions.  On Nov. 2, 2009, the members of the Board of
Directors of the Bank consented to the issuance of the Final Order
from the California Department Financial Institutions.  On the
same date, the Company and the Bank entered into the Written
Agreement with the Federal Reserve Bank.  Under the terms of the
Final Order and the Written Agreement, the Bank is required to
implement certain corrective and remedial measures under strict
time frames.

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

                        http://is.gd/qGZK0e

                       About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.


HEARTSTONE HOME: Home Buyers Alerted of Possible Bankruptcy Impact
------------------------------------------------------------------
Cindy Gonzalez at Omaha World-Herald reports that more than 8,000
people have been notified by court officials that they could be
affected by the debt and Chapter 11 bankruptcy case of HearthStone
Homes.  Most of those alerted purchased a HearthStone home in the
last decade that might still be covered by a warranty.  Others are
vendors and firms owed money by the 40-year-old volume
homebuilder.

Ms. Gonzalez, citing court documents, also reports that
HearthStone Home's biggest debt is a $17.5 million overdue loan
with Wells Fargo Bank.  Next is Christensen Lumber for about
$975,000, and WP Plumbing for about $320,000.

The report says, about 300 construction liens have been filed by
vendors in Douglas County, Nebraska.  An additional 200 have been
filed in Sarpy County, Nebraska, since Dec. 24.

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.


HERCULES OFFSHORE: Files Fleet Status Report as of March 15
-----------------------------------------------------------
Hercules Offshore, Inc., on March 15, 2012, posted on its Web site
at www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of March 15, 2012), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for February 2012,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/Cwd3iI

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of $91.73
million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $2 billion in
total assets, $1.09 billion in total liabilities, and
$908.55 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on Nov. 17, 2010, Moody's
Investors Service downgraded the Corporate Family Rating of
Hercules Offshore Inc. and the Probability of Default Rating to
Caa1 from B2.  Moody's also downgraded Hercules' 10.5% senior
secured notes due 2017, its senior secured revolving credit
facility due 2012, and its senior secured term loan B due 2013,
all to Caa1 with LGD3, 45%.  The outlook remains negative.

"The inability of Hercules to generate meaningful free cash flow
despite limited reinvestment in its aging fleet of rigs is cause
for concern," commented Stuart Miller, Moody's Senior Analyst.
"Without a significant de-leveraging of its balance sheet,
Hercules is following a path that could lead to financial hardship
at the first sign of a market softening."  Hercules' Caa1 CFR
rating reflects its highly leveraged balance sheet and limited
ability to generate free cash flow.  The Caa1 rating on the senior
secured notes reflects their pari passu secured position in
Hercules' capital structure relative to the senior secured credit
facilities.

As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings
Services revised its outlook on Houston-based Hercules Offshore
Inc. to stable from negative and affirmed its 'B-' corporate
credit rating on the company.  "The rating on the company's senior
secured credit facility remains 'B-' (the same as the corporate
credit rating on the company) with a recovery rating of '3',
indicating our expectation of a meaningful (50% to 70%) recovery
in the event of payment default," S&P said.

"Our ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry. The ratings also
incorporate our expectation that day rates and utilization for the
company's jack-up rigs in the U.S. Gulf of Mexico will remain
robust throughout 2012. Moreover, we expect the company's domestic
offshore operations will provide the majority of EBITDA generation
in 2012, since its international offshore segment will perform
more weakly compared with 2011 due to lower contract renewal day
rates reflecting current market conditions. The ratings also
incorporate the company's geographic and product diversification
(provided by the its liftboat segments) and adequate liquidity, as
well as the risks associated with the Securities and Exchange
Commission's investigation into possible violations of securities
law, including possible violations of the Foreign Corrupt
Practices Act. The company is also the subject of a review by the
U.S. Department of Justice (DOJ)," S&P said.


HOMBURG INVEST: Obtains CCAA Extension Until May 31
---------------------------------------------------
Homburg Invest Inc. obtained an order from the Superior Court
under the Canadian Companies' Creditors Arrangement Act ("CCAA")
further extending the CCAA protection granted to Homburg Invest
and certain of its affiliates on Sept. 9, 2011 and as extended on
Oct. 7, 2011 and Dec. 8, 2011.  The extension will be in effect
until May 31, 2012, at which time the matter will be reviewed by
the Court.

The order received will give Homburg Invest additional time to
further develop a restructuring plan for the benefit of all
stakeholders, including its creditors and bondholders.  The CCAA
process is carried out under the supervision of the Superior
Court, which appointed SamsonBelair/Deloitte & Touche Inc. as
independent monitor to oversee proceedings (the "Monitor").  The
Monitor provides oversight of Homburg Invest's business and
assists the Company in preparing its restructuring plan.

All Courts applications and orders as well as a copy of the
Monitor's reports are posted by the Monitor on its website at the
following address: http://www.deloitte.com/ca/homburg-invest. The
Monitor's contact information is also available on its website.

As previously announced, Homburg Invest launched a website with
additional information about the CCAA process on September 12.
The address of the website is: www.homburginvestinformation.ca or
www.homburginvestinformatie.nl/  There is also a toll-free
information line that Dutch residents may call to receive
additional information about the CCAA process.  The toll-free
number for this information line is: 0800 023 0323.

                        About Homburg Invest

Homburg Invest Inc. owns and develops a diversified portfolio of
quality commercial real estate including office, retail,
industrial and development properties throughout Canada, Europe
and the United States.

Homburg Invest Inc. and certain of its subsidiaries in September
2011 applied to a Canadian Court for protection under the
Companies' Creditors Arrangement Act.  Deloitte & Touche LLP is
the proposed Court-appointed monitor that will oversee the
proceeding under the CCAA.


HORIZON LINES: Notice of Change Resulting From NYSE Delisting
-------------------------------------------------------------
Horizon Lines, Inc., notified holders of its 6.00% Series A
Convertible Senior Secured Notes due 2017 and its 6.00% Series B
Mandatorily Convertible Senior Secured Notes due 2017 that a
Fundamental Change occurred on March 11, 2012, as a result of its
shares of common stock ceasing to be listed on the New York Stock
Exchange.

In accordance with Section 14.08 of the Indenture governing the
Convertible Notes, dated Oct. 5, 2011, the Conversion Rate will
not be increased by additional shares of common stock of the
Company in connection with this Fundamental Change.

                        About Horizon Lines

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

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

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

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

                            Refinancing

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

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

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

                           *     *     *

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

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


HOST HOTELS: Fitch Rates $350 Million Senior Notes 'BB'
-------------------------------------------------------
Fitch Ratings assigns a 'BB' rating to the $350 million aggregate
principal amount 5.25% private placement senior notes due 2022
priced by Host Hotels & Resorts, L.P., the sole general partner of
Host Hotels & Resorts, Inc. (NYSE: HST).  The offering is expected
to close on March 22, 2012.  The net proceeds of the offering of
approximately $344 million will be used to repay the $113 million
principal amount outstanding of the 7.5% mortgage secured by the
JW Marriott in Washington, D.C.; and to redeem $250 million of its
6.875% series S senior notes due 2014.

Fitch currently rates the company as follows:

Host Hotels & Resorts, Inc.

  -- Issuer Default Rating (IDR) 'BB'.

Host Hotels & Resorts, L.P.

  -- IDR 'BB';
  -- Bank credit facility 'BB';
  -- Senior notes 'BB';
  -- Exchangeable senior debentures 'BB'.

The Rating Outlook is Stable.

In Fitch's view, Host's credit metrics will remain appropriate for
the 'BB' rating through the economic cycle.  The rating reflects
the continued solid recovery in lodging demand trends, despite the
global macroeconomic risk environment.  Fitch expects industry-
wide U.S. revenue per available room (RevPAR) to increase 4%-5% in
2012, with Host growing in line with the industry average.
Lodging demand will be supported by low U.S. supply growth of less
than 1% in 2012-2013, well below the long-term historical average
of 2.1%.

Fitch expects Host's lodging portfolio to continue to improve in
2012. Fitch anticipates that Host's leverage will decline and
fixed charge coverage will continue to increase as sector-wide
operating fundamentals remain strong but remain at levels
consistent with the 'BB' rating.  RevPAR and related food and
beverage revenue growth, along with incremental EBITDA from
stabilized property acquisitions in 2011 should also help grow
EBITDA.

The rating takes into consideration credit concerns including the
potential that economic weakness could jeopardize RevPAR growth
potential and the implicit volatility of lodging earnings.  Host's
recurring operating EBITDA has not yet recovered from the
comparable RevPAR declines of 19.9% in 2009 despite growth of 5.8%
in 2010 and 6.1% in 2011; it remains about 25% below 2008 levels.

Leverage has improved to 5.0 times (x) for 2011 as compared to
5.4x for 2010. Fitch expects leverage to decline to between 4.5x
and 3.5x in 2012 and 2013, after rising to 5.6x in 2009 from 3.6x
in 2007.  In a more adverse case than currently anticipated by
Fitch, leverage could rise above 6.0x over the next 12-to-24
months, which would be consistent with a rating lower than 'BB'.
Fitch defines leverage as net debt to recurring operating EBITDA.

Fitch projects that Host's fixed charge coverage ratio, which
declined to 1.7x in 2009 from 2.6x in 2008 and rose to 1.9x in
2011, to improve to between 2.5x and 3.0x in 2012 and 2013 due to
favorable fundamentals and reduced interest expense on the senior
notes due 2022.  In a more adverse case than anticipated by Fitch,
coverage could decline below 2.0x over the next 12-to-24 months,
which would be commensurate with a rating lower than 'BB'.  Fitch
defines fixed charge coverage as recurring operating EBITDA less
renewal and replacement capital expenditures, divided by cash
interest expense and capitalized interest.

Host's liquidity position is solid and is expected to remain so.
For the period Jan. 1, 2012 to Dec. 31, 2013, Host's sources of
liquidity (cash, availability under its 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, pro forma for the repayment of the $113 million JW
Marriott DC mortgage due 2013, and projected renewal and
replacement capital expenditures) by 1.9x, which is appropriate
for the rating.  Fitch estimates that Host would have a breakeven
liquidity ratio even if its retained cash flow is minimal.

Host has a manageable near-term debt maturity schedule with less
than 12% of total debt maturing through 2013.  However, 2014 and
2015 debt maturities are 15% and 20% of total debt per year,
respectively.  During 2009, management took steps to raise various
sources of capital, which improved Host's financial position.
Fitch expects the company to continue to methodically address
upcoming maturities.  Company management prudently accessed the
capital markets in November 2011 to issue $300 million 6% series Y
senior notes to pre-fund the maturing $388 million 2027 debentures
expected to be put to the company on April 15, 2012.

Host maintains a high-quality, geographically dispersed hotel
portfolio of 121 consolidated properties across 26 U.S. states,
Australia, Brazil, Canada, Chile, Mexico, and New Zealand, of
which 107 are unencumbered from mortgage debt.  This portfolio
provides significant financial flexibility and geographically
diverse cashflow streams, which Fitch views positively. The
company has added hotels in Australia, New Zealand and Brazil over
the last two years, further diversifying its international
presence.

Host's luxury and upscale platform includes brands such as
Marriott (54% of 2011 revenues), Westin (10%), Hyatt (9%),
Sheraton (8%), and Ritz-Carlton (8%).  Fitch anticipates that Host
will outperform other lodging price points as they have
demonstrated more upside than lower price points.

Host continues to expand the portfolio through acquisitions. In
January 2011, Host announced the $313 million purchase of the New
York Helmsley Hotel that will be converted into a Westin by mid-
2012 and in February 2011 announced the $570 million purchase of
the Manchester Grand Hyatt San Diego Hotel.  With acquisitions,
the company's unencumbered asset base has grown to 107 assets as
of Dec. 31, 2011 from 102 assets the year prior.

The company's unencumbered asset base provides further funding
flexibility, which Fitch views positively.  Based on a range of
EBITDA multiples, unencumbered asset coverage of unsecured debt
ranges from 2.4x to 3.2x, with a midpoint of 2.8x which Fitch
views as strong for the 'BB' rating level.

The Stable Outlook centers on Fitch's expectation that Host's
credit profile will remain appropriate for the 'BB' rating through
economic cycles, barring any significant changes in the company's
capital structure.  The Stable Outlook reflects the quality of
Host's portfolio and unencumbered asset coverage that provides
good downside protection to bondholders.  Further, Host continues
to access various sources of capital and maintains a solid
liquidity profile.

The following factors may result in positive momentum in the
ratings and/or Rating Outlook:

  -- Sustained comparable RevPAR growth beyond Fitch's current
     forecast of positive 4% to 5% in 2012 and 2013;
  -- Net debt to recurring operating EBITDA sustaining below 4.0x
     through economic cycles (leverage was 5.0x for 2011);
  -- Fixed charge coverage sustaining above 2.5x through economic
     cycles (coverage was 1.9x in 2011).

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

  -- Net debt to recurring operating EBITDA sustaining above 5.0x;
  -- Fixed charge coverage sustaining below 1.5x;
  -- A base case liquidity coverage ratio sustaining below 1.0x
     (for Jan. 1, 2012 to Dec. 31, 2013, base case pro forma
     liquidity coverage was 1.9x).

Headquartered in Bethesda, Maryland, Host Hotels & Resorts, Inc.,
is a lodging real estate investment trust focused on luxury and
upper-upscale hotels.  As of Feb. 22, 2012, the company owned 105
properties in the United States and 16 international properties
located in Australia, Brazil, Canada, Chile, Mexico, and New
Zealand totaling, approximately 65,000 rooms.  The company also
held non-controlling interests in joint ventures that own 13
hotels in Europe with approximately 4,200 rooms and another JV
that will own a total of seven hotels totaling approximately 1,750
rooms.



HOUSTON AMERICAN: Updates Status of the Tamandua #1 Well
--------------------------------------------------------
Houston American Energy Corp provided an update on the status of
the Tamandua #1 well and addressed the Company's status in light
of various unfounded rumors.

Regarding the Tamandua #1 sidetrack well, the Company anticipates
that it will be able to announce the test results of the C-9 and
C-7 formations in a matter of days as soon as the information is
available.

Regarding rumors currently circulating on message boards, John
Terwilliger, Chairman and CEO of the Company, stated "There is a
great deal of speculation and misinformation currently posted on
message boards regarding our company.  Specifically, I would note
that we believe that we have more than adequate cash on hand to
fund our portion of anticipated costs of testing and completion of
the Tamandua #1 sidetrack well and carrying on with our business
plan. Further, statements that we are on the verge of bankruptcy
are wholly unfounded. We have no debt on our books and have, what
we believe to be, a valuable portfolio of prospects.  We remain
optimistic about our CPO 4 prospect and other prospects in our
portfolio."

                About Houston American Energy Corp

Based in Houston, Texas, Houston American Energy Corp --
http://www.houstonamericanenergy.com/-- is an independent energy
company with interests in oil and natural gas wells and prospects.
The Company's business strategy includes a property mix of
producing and non-producing assets with a focus on Colombia, Texas
and Louisiana.  Additional information can be accessed by
reviewing our Form 10-K and other periodic reports filed with the
Securities and Exchange Commission.


HUMANA INC: Moody's Assigns '(P)Ba1' Rating to Subordinated Debt
----------------------------------------------------------------
Moody's Investors Service has assigned provisional debt ratings
(senior debt at (P)Baa3) to Humana Inc.'s new shelf registration
statement. The outlook on the ratings is stable. Humana maintains
its shelf registration statement for general corporate purposes,
including repayment or refinancing of debt, the financing of
possible acquisitions or business expansion, or the repurchase of
its common stock. Moody's said that the new shelf replaces
Humana's previous shelf registration statement filed in March
2009.

RATINGS RATIONALE

Moody's said Humana's Baa3 senior unsecured debt rating and the A3
insurance financial strength ratings for Humana Insurance Company
(HIC) and Humana Medical Plan, Inc. (HMP), are based on the
combination of a historically consistent financial profile,
highlighted by solid capital adequacy, stable earnings margins,
and a moderate financial leverage ratio, together with a
significant market position as a result of over 8.5 million
medical members in 23 states and Puerto Rico. However, the
company's risk profile is increased as a result of having a
significant portion of its earnings and revenue dependent on its
Medicare Advantage (MA) business.

The rating agency stated that the ratings could be upgraded if
EBITDA margins are sustained above 6%, if Humana's consolidated
risk-based capital (RBC) ratio is maintained at or above 200% of
company action level (CAL), if annual organic membership grows by
at least 3% balanced between commercial and Medicare Advantage
products, and if there is a more balanced distribution between
Medicare and Commercial premiums. However, if annual medical
membership declines by 25% or more, if adjusted financial leverage
increases above 40%, if Medicare premiums account for over 70% of
total premiums and fees, if there is a decrease in the
consolidated RBC ratio below 150% of CAL, or if there is a loss or
impairment of a major Medicare contract, Moody's said that the
ratings may be downgraded.

Moody's has assigned provisional debt ratings with a stable
outlook to securities that may be issued under Humana's shelf
registration statement as follows:

Humana Inc. -- provisional senior unsecured debt at (P)Baa3;
provisional subordinated debt at (P)Ba1; provisional preferred
stock at (P)Ba2.

Humana Inc., headquartered in Louisville, Kentucky, is a health
care company serving almost 8.6 million medical members (excluding
2.5 million Standalone PDP members) as of December 31, 2011. For
the year ending 2011, the company reported total revenues of
approximately $36.8 billion with shareholders' equity as of
December 31, 2011 of approximately $8.1 billion.


INDUSTRIAL FIREDOOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Industrial Firedoor & Hardware Supply
          aka Industrial Firedoor
              Industrial Firedoor & Hardware
        29 Grove Street
        South Hackensack, NJ 07606

Bankruptcy Case No.: 12-16471

Chapter 11 Petition Date: March 13, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Robert A. Drexel, Esq.
                  ROBERT A. DREXEL, ATTORNEY AT LAW
                  Court Plaza South
                  21 Main Street
                  East Wing, 3rd Floor
                  Hackensack, NJ 07601
                  Tel: (201) 487-6000
                  Fax: (201) 487-1301
                  E-mail: robert@rdrexel.com

Scheduled Assets: $293,239

Scheduled Liabilities: $1,011,957

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/njb12-16471.pdf

The petition was signed by Steven Braverman, president.


KRATON PERFORMANCE: Moody's Comments on Debt Issuance
-----------------------------------------------------
Kraton Performance Polymers Inc. (Kraton -- Corporate Family
Rating Ba3 -- Stable outlook) subsidiary Kraton Polymers LLC
issued $100 million of new debt on March 15. The new notes
represent a further issuance of the existing 6.75% Senior Notes
due 2019, for a total of $350 million upon completion of the
issuance. Proceeds from the $100 million issuance will be used for
general corporate purposes which may include funding of the
proposed joint venture with Formosa Petrochemical Corporation. The
joint venture is planning to develop a 30 kiloton HSBC
manufacturing facility in Taiwan. The new notes constitute an
addition to an existing facility and do not impact the rating,
however there are modest adjustments to the LGD assessments
outlined below. The outlook is stable.

Ratings List

Kraton Performance Polymers, Inc.

  Corporate Family Rating, -- Ba3

  Probability of Default Rating -- Ba3

  Speculative Grade Liquidity Rating -- SGL2

Kraton Polymers LLC

  Gtd. Senior Secured Revolver due 2016 to Ba1, LGD2, 20% from
  Ba1, LGD2, 25%

  Gtd. Senior Secured Term Loan due 2016 to Ba1, LGD2, 20% from
  Ba1, LGD2, 25%

  Gtd. Senior Unsecured Notes due 2019 to B1, LGD5, 74% from
  B1, LGD5, 77% (Kraton Polymers Capital Corporation is a
  co-issuer of the notes)

  Outlook is Stable

RATINGS RATIONALE

The principal methodology used in rating Kraton 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.

Kraton Performance Polymers, Inc., (Kraton) headquartered in
Houston, Texas, is a global producer of styrenic block copolymers
(SBCs), which are synthetic elastomers used in industrial and
consumer applications to impart favorable product characteristics
such as flexibility, resilience, strength, durability and
processability. Major end uses for Kraton's products include
personal care products, packaging and films, IR Latex, adhesives,
sealants, coatings, and compounds. Kraton also makes products that
serve the paving and roofing industries. The company generated
revenues of $1.4 billion for the fiscal year ending December 31,
2011.


LEHMAN BROTHERS: Has $850MM from Neuberger Pref. Equity Interest
----------------------------------------------------------------
Lehman Brothers Holdings Inc. received $850 million from Neuberger
Berman Group LLC in connection with the retirement of its entire
outstanding preferred equity holding in Neuberger Berman.  The
funds will be available as anticipated for unsecured creditors
when Lehman makes its initial distribution, scheduled for April
17, 2012.

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

At the Dec. 14, 2011 hearing before the United States Bankruptcy
Court for the Southern District of New York, the transaction was
described as a significant achievement for Lehman and a
significant benefit for their creditors as well as illustrative of
the strategy that the debtors have employed throughout these cases
to enhance the Lehman estate's asset values.

William J. Fox, serving as CFO of Lehman since February 2009 and
as a director of Neuberger Berman representing Lehman's interest
in Neuberger Berman, said: "This preferred share redemption is
another important milestone in our continuing efforts to achieve
maximum returns from our Neuberger Berman holdings. Importantly,
this transaction provides an immediate and significant recovery to
Lehman's creditors, and we expect to provide additional value to
creditors as Neuberger Berman moves toward 100% employee ownership
over the next few years."

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

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Terra Verde Group Purchases The Grove
------------------------------------------------------
The Terra Verde Group -- a real estate investment company focused
on opportunistic and distressed assets -- disclosed the purchase
of The Grove, a property south of Nashville, Tenn., that was
formerly known as Laurel Cove.  The property was part of the
portfolio of Bermuda-based Lehman Re assets and was a casualty of
the Lehman Brothers bankruptcy, the largest bankruptcy in U.S.
history.

The Grove is a partially completed residential community that
began construction at the end of the last real estate cycle and
was purchased from the Lehman bankruptcy trustee.  Although
initial invested capital was approximately $100 million, TVG
purchased the property for $11.25 million and anticipates
investing an additional $15 million in the property over the next
two years, which will create more than 200 jobs during this same
timeframe.  Over the life of the project, The Grove is estimated
to represent a communitywide investment of more than $750 million.

"Considering recent trends in the real estate market, and the
diversity of the economy in middle Tennessee, we certainly
anticipate that we will continue to build on our record of success
through our investment at The Grove," said Craig Martin, a Terra
Verde partner.

"The beauty of the property, the quality of the surrounding
community and the strength of middle Tennessee's economy made this
a solid opportunity that fits nicely with Terra Verde Group's
ongoing strategy to bring distressed properties back to life,"
said Mark Enderle, a partner at Terre Verde Group.

TVG is a seasoned real estate development company with a strong
track record of successful asset purchases, including the
previously closed transaction of more than 400 lots in Southern
California out of the LandSource Communities Development
bankruptcy and the recapitalization of The Ritz Carlton Residences
at Dove Mountain near Tucson, Ariz.  TVG was also the "stalking
horse" bidder on the SunCal-Lehman Brothers bankruptcy in three
California developments with total prior capital investment in
excess of $400 million and sold at auction for $71 million.

                         About Terra Verde

Terra Verde Group, LLC, -- http://www.tvgllc.com/-- is a real
estate investment firm focused on the purchase of opportunistic
and distressed industrial, commercial and residential real estate
assets.

                      About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

              International Operations Collapse

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

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

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


LEHMAN BROTHERS: Dimond Kaplan Alerts Investors of Rights
---------------------------------------------------------
The national securities law firm of Dimond Kaplan & Rothstein, P.A
alerts Lehman Brothers structured notes investors of their rights
to file claims to recover investment losses.

Lehman Brothers emerged from bankruptcy on March 6, 2012 and is
expected to begin making distributions to creditors on April 17,
2012. Those creditors include investors in Lehman Brothers "100%
Principal Protection," "Partial Protection," "Step-Up Callable,"
"Return Optimization," and "Absolute Return Barrier" notes.  Many
of these investors purchased the Lehman structured products from
UBS. Unfortunately, bankruptcy distributions likely will return
only about 20% of investors' investment losses.  For many
investors, the only way to recover the remaining 80% of their
investments losses is through a FINRA arbitration claim.

A distribution from the Lehman Brothers bankruptcy would not
eliminate the right to file a FINRA arbitration claim to recover
the remaining 80% of investors' losses.  To date, many investors
already have recovered money through FINRA arbitration claims
against UBS and other banks and brokerage firms that sold Lehman
structured products.

Importantly, investors only have a limited amount of time to file
a FINRA arbitration claim.  If that time expires, investors who
fail to file a timely claim could be prohibited from pursuing a
claim to recover their remaining Lehman losses.

Dimond Kaplan & Rothstein, P.A. has successfully represented
numerous investors who lost money in Lehman Principal Protection
Notes and other Lehman structured products.  The law firm
maintains offices in New York, Los Angeles, Miami, and West Palm
Beach and we represent investors throughout the United States and
Latin America.

                       About Lehman Brothers

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

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

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009
or more than a year after LBHI and its other affiliates filed
their bankruptcy cases.

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

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

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

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

              International Operations Collapse

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

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

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


LEVEL 3: Longleaf to Swap $100MM Conv. Notes for 3.7-Mil. Shares
----------------------------------------------------------------
Level 3 Communications, Inc., has entered into an exchange
agreement for its 15% Convertible Senior Notes due 2013 with
Longleaf Partners Fund, a series of the Longleaf Partners Fund
Trust, for which Southeastern Asset Management acts as investment
adviser.

Pursuant to the agreement, Longleaf Partners has agreed to
exchange $100,062,000 aggregate principal amount of Level 3's
outstanding 15% Convertible Senior Notes due 2013 for the
3,705,996 shares of Level 3's common stock into which the notes
are convertible and currently deemed to be beneficially owned by
Southeastern, plus an additional 1,741,133 shares for a total of
5,447,129 shares.  The consideration is based on the market price
for these notes plus a customary inducement premium and includes a
payment for accrued and unpaid interest from Jan.15, 2012, through
March 15, 2012, of approximately $2,500,000.  This transaction
does not include the payment by the company of any cash.

In connection with the exchange transaction and effective upon
closing, Level 3 and Southeastern will amend their existing
Standstill Agreement to increase the maximum number of shares of
Level 3 common stock that Southeastern is permitted to
beneficially own during the term of the Standstill Agreement up to
49,840,000 shares from 46,000,000 shares.  This amendment will
permit Southeastern on behalf of its advisory clients to purchase
approximately 4 million additional shares of the Company's common
stock in the open market.

Following the closing of the exchange transaction, $171,976,000
aggregate principal amount of the 15% Convertible Senior Notes due
2013 will remain outstanding.  The 15% Convertible Senior Notes
due 2013 are not callable prior to maturity in June 2013.

"We believe that this transaction is positive for our company, as
it represents another step in delevering the company's balance
sheet, reduces our cash interest expense by approximately $15
million on an annualized basis, and allows Southeastern Asset
Management, on behalf of its advisory clients, to purchase
additional shares on the open market," said Sunit S. Patel, chief
financial officer of Level 3.

The closing of the exchange is subject to customary closing
conditions.  The shares of common stock to be issued under this
agreement are exempt from registration pursuant to Section 3(a)(9)
under the Securities Act of 1933, as amended.

Level 3 will amend its Stockholder Rights Plan effective upon
closing to exempt Southeastern from the Rights Plan, so long as
Southeastern acquires any additional Level 3 shares in accordance
with the Standstill Agreement.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company reported a net loss of $756 million in 2011, a net
loss of $622 million in 2010, and a net loss of $618 million in
2009.

The Company's balance sheet at Dec. 31, 2011, showed
$13.18 billion in total assets, $11.99 billion in total
liabilities, and $1.19 billion in total stockholders' equity.

                           *     *     *

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LIBBEY INC: Reports $23.6 Million Net Income in 2011
----------------------------------------------------
Libbey Inc. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K disclosing net income of
$23.64 million on $819.45 million of total revenues for the year
ended Dec. 31, 2011, compared with net income of $70.08 million on
$801.58 million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed
$790.15 million in total assets, $762.37 million in total
liabilities and $27.78 million in total shareholders' equity.

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

                         http://is.gd/OADVVj

                          About Libbey Inc.

Based in Toledo, Ohio, since 1888, Libbey, Inc., operates glass
tableware manufacturing plants in the United States in Louisiana
and Ohio, as well as in Mexico, China, Portugal and the
Netherlands.  Libbey supplies tabletop products to foodservice,
retail, industrial and business-to-business customers in over 100
countries.

                           *     *     *

On Oct. 28, 2009, Libbey restructured a portion of its debt
by exchanging the old 16% Senior Subordinated Secured Payment-in-
Kind Notes due December 2011 of subsidiary Libbey Glass Inc.,
having an outstanding principal amount as of October 28, 2009, of
$160.9 million for (i) $80.4 million principal amount of new
Senior Subordinated Secured Payment-in-Kind Notes due 2021 of
Libbey Glass, and (ii) 933,145 shares of common stock and warrants
exercisable for 3,466,856 shares of common stock of Libbey Inc.

On Feb. 8, 2010, Libbey used the proceeds of a $400.0 million
debt offering of 10.0% Senior Secured Notes due 2015 of Libbey
Glass Inc., as well as cash on hand, to (i) repurchase the
$306.0 million then outstanding Floating Rate Senior Secured Notes
due 2011 of Libbey Glass, (ii) repay the $80.4 million New PIK
Notes and (iii) pay related fees and expenses.  Concurrent with
the closing of the offering of the Senior Secured Notes, Libbey
entered into an amended and restated $110 million Asset Based Loan
facility which, among other terms, extended the maturity date to
2014.

As reported by the TCR on Aug. 9, 2011, Standard & Poor's Ratings
Services raised its corporate and senior secured debt ratings on
Toledo, Ohio-based Libbey Inc. to 'B+' from 'B'.  The rating
outlook is stable.  "The upgrade and stable outlook reflect our
belief that Libbey will sustain its improved profitability and
credit measures and maintain its adequate liquidity position,"
said Standard & Poor's credit analyst Rick Joy.

This concludes the Troubled Company Reporter's coverage of
Libbey's Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


LINWOOD FURNITURE: Wins OK to Pay Employee Obligations
------------------------------------------------------
Karen M. Koenig at Woodworking Network reports that an order from
the U.S. Bankruptcy Court for the Middle District of North
Carolina filed on March 8 designates Linwood CEO Michael Mebane to
act on behalf of the corporation.  Motions also were granted for
Linwood to continue paying its employees and for continuation of
utility service.

The report relates Mr. Mebane said the bankruptcy filing should
not affect the Company's 80 full-time employees or the production
of its residential furniture or hospitality lines.

Based in Linwood, North Carolina, Linwood Furniture LLC
manufactures furniture for Bob Timberlake collections and others.
The Company filed for Chapter 11 protection on March 5, 2012
(Bankr. M.D. N.C. Case No. 12-50319).  Judge Catharine R. Aron
presides over the case.  John Paul H. Cournoyer, Esq., and John A.
Northen, Esq., at Northen Blue LLP, represent the Debtor.  The
Debtor disclosed assets of $3,655,896, and liabilities of
$6,894,292.


LIQUIDMETAL TECHNOLOGIES: To Restate 2010 Financial Reports
-----------------------------------------------------------
The Audit Committee of the Board of Directors of Liquidmetal
Technologies, Inc., in consultation with the Company's independent
registered public accounting firm, determined that the Company
will restate its financial statements for the year ended 2010 as
reported on the Company's annual report on Form 10-K for the year
ended Dec. 31, 2010, and for the corresponding interim periods in
fiscal 2011 for which the Company filed reports on Form 10-Q.
Accordingly, the Company's prior financial statements for those
periods should no longer be relied upon.

Specifically, the Audit Committee, in consultation with the
Company's independent registered public accounting firm,
determined that certain of the Company's stock purchase warrants
related to preferred stock issuances were not properly recorded in
accordance with the Derivative and Hedging Topic of the FASB
Accounting Standards Codification Topic 815, which became
effective for the Company on July 1, 2009.  Therefore, the Company
intends to restate its consolidated financial statements as of and
for the year ended Dec. 31, 2010, as well as the interim periods
in fiscal 2011, by way of footnote disclosure in the Company's
forthcoming Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2011.

All of the restatement adjustments are non-cash in nature and not
related to the Company's operations.

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

The Company classifies operations into two reportable segments:
Liquidmetal alloy industrial coatings and bulk Liquidmetal alloys.

Choi, Kim & Park LLP, in Los Angeles, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The Company
has experienced losses from continuing operations during the last
three fiscal years and has an accumulated deficit of $165,879 as
of Dec. 31, 2010.  Net cash provided by continuing operations for
the year ended Dec. 31, 2010 was $10,080.  At Dec. 31, 2010,
working capital deficit was $14,180.  As of Dec. 31, 2010, the
Company's principal source of liquidity is $5,049 of cash and
$1,731 of trade accounts receivable.

The Company's restated statement of operations reflects a net loss
of $4.69 million on $30.27 million of revenue for the year ended
Dec. 31, 2010, compared with net income of $251,000 on $16.94
million of revenue during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $10.50
million in total assets, $25.72 million in total liabilities and a
$15.22 million total shareholders' deficiency.


MEG ENERGY: Moody's Assigns 'Ba3' Rating to $1 Billion Revolver
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to MEG Energy
Corp.'s US$1 billion senior secured revolver and affirmed the B1
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR), the Ba3 US$1 billion senior secured term loan rating and
the B3 US$750 million senior unsecured notes rating. The revolver
is being increased from US$500 million and extended a year to 2017
and this will bolster the company's liquidity. The Speculative
Grade Liquidity rating of SGL-1 is unchanged. The rating outlook
is stable.

Downgrades:

  Issuer: MEG Energy Corp.

    Senior Secured Bank Credit Facility, Downgraded to 34 - LGD3,
    LGD3, 34% from 32 - LGD3, LGD3, 32%

    Senior Unsecured Regular Bond/Debenture, Downgraded to LGD5,
    87% from LGD5, 86%

Assignments:

  Issuer: MEG Energy Corp.

    Senior Secured Bank Credit Facility, Assigned a range of 34 -
    LGD3 to Ba3

    Senior Secured Bank Credit Facility, Assigned a range of 34 -
    LGD3 to Ba3

Withdrawals:

  Issuer: MEG Energy Corp.

    Senior Secured Bank Credit Facility, Withdrawn, previously
    rated Ba3, LGD3, 32%

    Senior Secured Bank Credit Facility, Withdrawn, previously
    rated Ba3, LGD3, 32%

RATINGS RATIONALE

MEG's B1 CFR reflects its production of approximately 25,000
barrels per day (bbls/day) of bitumen and favorable steam oil
ratio (SOR) of approximately 2.4, as well as the company's
significant cash position, which along with cash flow should
enable MEG to substantially construct and commission Phase 2B of
the Christina Lake oil sands property, a 33,000 barrels per day
expansion. (All production and reserves figures are net of
royalties.) Phase 2B has an estimated capital cost of C$1.4
billion, of which about C$700 million has been spent through 2011.
The rating also considers MEG's substantial reserves and land
position in key productive areas of the Athabasca Oil Sands
region, as well as 50% ownership of the Access pipeline. However,
the rating also reflects a high debt level, the execution risk of
constructing and ramping up Phase 2B to targeted levels through
2014, MEG's relatively small production base, and exposure to
light/heavy differentials.

The SGL-1 speculative grade liquidity rating reflects MEG's very
good liquidity. At December 31, 2011 MEG had C$1.6 billion of cash
and short term investments on hand. With an undrawn $1 billion
revolver, which matures in 2017, MEG will have ample liquidity to
cover 2012 negative free cash flow of about C$1 billion as it
moves toward completion of Phase 2B. MEG has no financial
covenants and reasonable sources of alternate liquidity if it
chose to sell or joint venture its oil sands properties.

The stable outlook considers MEG's successful achievement of
production in excess of design capacity at Phases 1 and 2, its
large cash position and 100% ownership of a large base of long-
lived bitumen reserves. The rating could be considered for upgrade
if Phases 1 and 2 continue to produce in the range of 25,000
bbls/day and Phase 2B advances toward targeted production at
anticipated costs and timeline. The ratings could be downgraded if
it becomes apparent that MEG is unable to maintain current
production levels, if the operating economics of production
deteriorate materially, or if Phase 2B construction runs
considerably over budget or requires significant additional debt
to complete.

MEG is a Calgary, Alberta based publicly-held oil sands operating
and project development company.


METALDYNE CORP: Judge Denies Asahi's Bid to Nix $175M Pension Suit
------------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that U.S. District
Judge Amy Berman Jackson on Wednesday dealt a major blow to Asahi
Tec Corp., parent of Metaldyne Corp., saying a $175 million
lawsuit over Metaldyne's pension obligations could go forward
because the court had jurisdiction to hear the matter.

Judge Jackson denied Asahi's motion to dismiss for lack of
jurisdiction, saying the court could exercise specific
jurisdiction over the foreign corporation because Asahi had
purposefully directed activity towards the U.S. when it acquired
Metaldyne in 2007, according to Law360.

                      About Metaldyne Corp.

Metaldyne Corp. was a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain applications including engine, transmission/transfer
case, driveline, and noise and vibration control products to the
motor vehicle industry.

Metaldyne and its affiliates filed for Chapter 11 protection on
May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).  The filing did
not include the company's non-U.S. entities or operations.
Richard H. Engman, Esq., at Jones Day represented the Debtors in
their restructuring.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP served as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  A committee of Metaldyne creditors was represented
by Mark D. Silverschotz, Esq., and Kurt F. Gwynne, Esq., at Reed
Smith LLP, and the committee tapped Huron Consulting Services,
LLC, as its financial advisor.  For the fiscal year ended
March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the Company had assets of US$977 million and
liabilities of $927 million.

Judge Glenn approved the sale of substantially all assets to
Carlyle Group in November 2009 for roughly $496.5 million, and
confirmed the Debtors' liquidating chapter 11 plan on Feb. 23,
2010.  Under the terms of the confirmed liquidation plan, Oldco M
Distribution Trust is the post-confirmation entity charged with
prosecuting all claim objections and distributing all plan assets
pursuant to the terms of the plan.  The Trust is represented by
Kimberly E.C. Lawson, Esq., at Reed Smith LLP, in Wilmington, Del.


METALDYNE CORP: DC Court Won't Dismiss ERISA Suit v Asahi Tec
-------------------------------------------------------------
The U.S. District Court in Washington D.C. denied the request of
Asahi Tec Corporation to dismiss a lawsuit filed by the Pension
Benefit Guaranty Corporation over the Japanese firm's acquisition
of Metaldyne Corp.  The PBGC sued Asahi Tec under Title IV of the
Employee Retirement Income Security Act of 1974.  In 2007, Asahi
Tec acquired U.S.-based company, Metaldyne Corporation.  The
complaint alleges that as a result of the acquisition, Asahi Tec
became a "controlled group" member of Metaldyne and is therefore
liable for the termination of Metaldyne's Pension Plan and for
termination premiums.  Asahi Tec moved to dismiss under Fed. R.
Civ. P. 12(b)(2) for lack of personal jurisdiction, arguing that
the Court cannot exercise general or specific jurisdiction over
the foreign corporation for the acts of its U.S. subsidiary.  The
Court, however, held that the PBGC has made a prima facie showing
that Asahi Tec purposefully directed activity towards the United
States in connection with the acquisition of Metaldyne and the
attendant assumption of controlled group pension liability, and
that the claims in the complaint arise directly out of that
specific conduct.  Therefore, the Court can exercise specific
jurisdiction over Asahi Tec.

The case is Pension Benefit Guaranty Corporation, Plaintiff, v.
Asahi Tec Corporation, Defendant, Civil Action No. 10-1936 (D.
D.C.).  A copy of District Judge Amy Berman Jackson's Memorandum
Opinion dated March 14, 2012, is available at http://is.gd/yF5g5r
from Leagle.com.

Asahi Tec established a wholly owned subsidiary in the United
States and agreed to pay Metaldyne shareholders more than $200
million for their interest in Metaldyne stock.  Asahi Tec
approximated that the total consideration for the acquisition,
including the refinancing of Metaldyne's debt, was $1.2 billion.

The Pension Benefit Guaranty Corporation is represented by:

          James H. Boykin, III, Esq.
          Daniel S. Lubell, Esq.
          Derek J. T. Adler, Esq.
          HUGHES HUBBARD & REED LLP
          Tel: (202) 721-4751
          Fax: (202) 721-4646
          E-mail: boykin@hugheshubbard.com
                  lubell@hugheshubbard.com
                  adler@hugheshubbard.com

Asahi Tec is represented by:

          Robert N. Eccles, Esq.
          Theresa S. Gee, Esq.
          Joanna L. Nairn, Esq.
          Scott T. Nonaka, Esq.
          O'MELVENY & MYERS LLP
          1625 Eye Street, NW
          Washington, D.C. 20006
          Tel: 202-383-5363
          E-mail: beccles@omm.com
                  jnairn@omm.com

                      About Metaldyne Corp.

Metaldyne Corp. was a global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain applications including engine, transmission/transfer
case, driveline, and noise and vibration control products to the
motor vehicle industry.

Metaldyne and its affiliates filed for Chapter 11 protection on
May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).  The filing did
not include the company's non-U.S. entities or operations.
Richard H. Engman, Esq., at Jones Day represented the Debtors in
their restructuring.  Judy A. O'Neill, Esq., at Foley & Lardner
LLP served as conflicts counsel; Lazard Freres & Co. LLC and
AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  A committee of Metaldyne creditors was represented
by Mark D. Silverschotz, Esq., and Kurt F. Gwynne, Esq., at Reed
Smith LLP, and the committee tapped Huron Consulting Services,
LLC, as its financial advisor.  For the fiscal year ended
March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the Company had assets of US$977 million and
liabilities of $927 million.

Judge Glenn approved the sale of substantially all assets to
Carlyle Group in November 2009 for roughly $496.5 million, and
confirmed the Debtors' liquidating chapter 11 plan on Feb. 23,
2010.  Under the terms of the confirmed liquidation plan, Oldco M
Distribution Trust is the post-confirmation entity charged with
prosecuting all claim objections and distributing all plan assets
pursuant to the terms of the plan.  The Trust is represented by
Kimberly E.C. Lawson, Esq., at Reed Smith LLP, in Wilmington, Del.


MF GLOBAL: Trustee Seeks Add'l Payouts to Former Customers
----------------------------------------------------------
James W. Giddens, the Trustee for the liquidation of MF Global
Inc., filed a motion with the United States Bankruptcy Court for
the Southern District of New York seeking authority for additional
distributions to former MF Global Inc. commodities futures
customers who traded on US exchanges, and for a first distribution
to former MF Global Inc. commodities futures customers who traded
on foreign exchanges.

The Trustee is seeking authority for a distribution of up to
approximately $600 million of customer property held as segregated
by MF Global Inc. for its former commodities futures customers who
traded on US exchanges (4d funds); up to approximately $50 million
of customer property associated with commodity transactions in
foreign markets (30.7 funds); and up to approximately $35 million
of customer property to a domestic delivery class, which the
Trustee has identified as consisting of physical customer property
that has been or will be reduced to cash in any manner.

So far, commodities customers have received approximately 72% of
their 4d funds. Because the Trustee has recovered only a small
portion of 30.7 funds to date, customers have yet to receive any
distribution of 30.7 funds.

The timing of the requested distributions is not currently known.
The Court has to first approve the request and, if approved, the
distributions would not be in bulk. The distributions would be
made as part of the claims process and would occur on a rolling
basis to individual commodities customers who filed claims by the
January 31, 2012, deadline and have received and agreed to the
Trustee's determination of their claims.

"We believe that requesting an additional distribution is prudent
and appropriate at this time and is consistent with our goal of
returning as much customer property as possible, as quickly as
possible, in a manner that is fair to all customers and that is
consistent with the law," said Giddens. "We will also continue our
efforts to recover additional assets for the former customers of
MF Global Inc. in an efficient manner."

The Trustee is required by the law to distribute customer property
on a pro rata basis by class of customer property, and this
distribution would take into account the three previous bulk
transfers to former commodities customers, which were based on the
unaudited books and records of MF Global Inc.  While many claims
have already been determined, the claims process is still underway
and it is possible not all claimants will agree with the Trustee's
determination.  In addition, the Trustee anticipates he will
likely have disputes with MF Global UK Limited and other
affiliated MF Global companies that have filed claims against the
MF Global Inc. estate.  Until disputed claims are resolved, it
will not be possible to determine the precise percentage of former
commodities customers' finalized claims that will be distributed
through this proposed distribution, but the Trustee expects that
the three bulk transfers to date plus this distribution will lead
to commodities customers receiving:

Over 80% of each finalized claim for US commodities customers who
traded on US exchanges;

Over 80% of each finalized claim for delivery funds;

Less than 10% of each finalized claim for US commodities customers
who traded on foreign exchanges.

This distribution would still allow the Trustee to maintain a
proper reserve of funds for each class of customer property,
including a reserve of approximately $700 million for 4d funds,
approximately $40 million for 30.7 funds, and approximately $10
million for delivery funds.  The Trustee is required by law to
hold an appropriate reserve until disputed claims against the
estate are either resolved through negotiation or by the Court.

The Trustee has already distributed approximately $3.9 billion to
former MF Global Inc. retail commodities customers who traded on
US exchanges via three bulk transfers:

Within days of the bankruptcy, the Trustee received court approval
for the transfer of 10,000 commodities customer accounts with
three million open positions, along with approximately $1.5
billion in collateral associated with those positions at the time
of the bankruptcy.  These open positions had a notional value of
$100 billion.  A serious disruption in markets was avoided by the
transfer.

A transfer of 60% of the cash attributable to approximately 15,000
customer commodity accounts with cash only in the accounts,
totaling approximately $500 million, was completed in November.

In December and January, a third transfer occurred that moved
approximately $2 billion to restore 72% of US segregated customer
property to all former MF Global Inc. retail commodities customers
with US futures positions.

At this time, the Trustee has mailed letters of determination to a
majority of former MF Global Inc. commodities customers who
submitted claims to the Trustee by the Jan. 31, 2012, deadline.
Claims continue to be reviewed, and the Trustee will continue to
issue determinations to claimants on a rolling basis.  The
determination letter will acknowledge the claim and provide a
determination as to whether the claim has been allowed, denied,
reclassified, or is subject to further reconciliation or
information requests.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh has been named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Trustee ha tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel; and (h) authorizing
the Committee to retain and employ (i) Dewey & LeBoeuf LLP, as the
Committee's counsel; and (ii) Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

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


MF GLOBAL: CRT Capital Affiliate to Hold Bi-Weekly Auctions
-----------------------------------------------------------
CRT Special Investments LLC, an affiliate of CRT Capital Group LLC
it will hold twice weekly auctions for MF Global Trade Claims.
CRT is a Stamford-based broker-dealer that has serviced
institutional customers for more than 20 years

CRT Special Investments, which provides research and information
on trade claim opportunities to customers and investors, will give
holders of 4d, 30.7 or securities account claims the opportunity
to auction their claims for the highest price, with a minimum
equal to what is currently being offered by other market
participants.

"There are a number of firms offering to buy claims, but none have
so far provided a transparent, fair mechanism to offer customers
both attractive liquidity and the highest possible return," said
Joe Sarachek, Managing Director of CRT Special Investments.  "By
offering twice weekly auctions, we are able to leverage our
industry leading expertise and in-depth understanding of the MF
Global bankruptcy process for the benefit of customers."

CRT Special Investments, which was one of the first market
participants involved in trading MF Global claims, has the
expertise and knowledge of the market to not only offer liquidity
to customers looking to sell, but also to structure loans and
settlements for those customers who do not yet wish to sell their
claims.

                   About CRT Special Investments

CRT Special Investments LLC, which is an affiliate of CRT Capital
Group LLC, help clients identify alternative investment
opportunities that have the potential to earn enhanced returns
with a focus on identifying, structuring and executing bankruptcy-
related investment opportunities, including preference,
administrative and unsecured trade claims, DIP financings, exit
financing and other structured products.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- is one of the world's leading brokers of commodities and
listed derivatives.  MF Global provides access to more than 70
exchanges around the world.  The firm is also one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-
15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh has been named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Trustee ha tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel; and (h) authorizing
the Committee to retain and employ (i) Dewey & LeBoeuf LLP, as the
Committee's counsel; and (ii) Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

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


MGM RESORTS: Offering $1 Billion 7.750% Senior Notes Due 2022
-------------------------------------------------------------
MGM Resorts International filed with the U.S. Securities and
Exchange Commission a free writing prospectus offering an
aggregate of $1 billion of 7.750% Senior Notes due 2022.  The
Notes will mature on March 15, 2022.

Joint Book-Running Managers of the offering are Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., J.P.
Morgan Securities LLC, and Wells Fargo Securities, LLC.

The co-managers are:  
   
         BNP Paribas Securities Corp.
         SMBC Nikko Capital Markets Limited
         Citigroup Global Markets Inc.
         Deutsche Bank Securities Inc.
         RBS Securities Inc.
         Morgan Stanley & Co. LLC
         UBS Securities LLC
         Commerz Markets LLC
         Scotia Capital (USA) Inc.

A copy of the prospectus is available for free at:

                        http://is.gd/noHlbN

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $27.76
billion in total assets, $17.88 billion in total liabilities and
$9.88 billion in total stockholders' equity.

                         Bankruptcy Warning

Any default under the senior credit facility or the indentures
governing the Company's other debt could adversely affect its
growth, its financial condition, its results of operations and its
ability to make payments on its debt, and could force the Company
to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   "The rating upgrade reflects
MGM's solid performance thus far in 2011, and our expectation that
MGM will continue benefitting from improving performance trends on
the Las Vegas Strip, particularly on the lodging side of the
business," said Standard & Poor's credit analyst Ben Bubeck.  "MGM
maintains weak credit measures, including operating lease-adjusted
debt to wholly owned EBITDA of over 11x and EBITDA coverage of
interest of just 1.0x. Still, we believe recent strong performance
trends are reducing refinancing risk in the company's
intermediate- term debt maturities, and expect credit measures to
continue to gradually improve modestly in 2012."

In the Nov. 21, 2011, edition of the TCR, Moody's Investors
Service upgraded MGM Resorts International's Corporate Family and
Probability of Default ratings to B2, its senior secured rating to
Ba2, and its senior unsecured notes to B3. MGM has an SGL-3
Speculative Grade.  The B2 rating reflects Moody's view that
continued earnings improvement at MGM's 51% owned Macau joint
venture increases the likelihood of a dividend distribution that
would help improve the company's liquidity profile. The B2
Corporate Family Rating also reflects Moody's view that positive
lodging trends in Las Vegas will continue through 2012 and will
help improve MGM's leverage and coverage metrics modestly.


MGM RESORT: Fitch Rates Proposed Sr. Unsecured Notes 'B-/RR4'
-------------------------------------------------------------
Fitch Ratings assigns a 'B-/RR4' rating to MGM Resort
International's (MGM) proposed senior unsecured notes due 2022.
The Rating Outlook is Stable, and Fitch will consider positive
rating action, likely in the form of an Outlook revision, in
upcoming quarters.

The transaction follows February's amend and extend transaction,
which extended $1.8 billion in credit facility commitments until
February 2015.  The proceeds from the notes will repay a portion
of the $965 million that is owed to the term loan lenders as of
March 14, 2014 that did not extend as part of the February 2012
amend and extend transaction.

Fitch views the proposed transaction favorably as it further
addresses MGM's steep maturity schedule. Combined with the
recently announced Macau dividends ($204 million in proceeds) and
$836 million in proceeds from the notes issued in January, the
transaction should address all maturities through 2013 and at
least the bulk of the amount outstanding on the non-extended
facility coming due in February 2014.  Additional potential
sources include $188 million in the Borgata divestiture trust,
future Macau dividends and free cash flow (FCF) generated by the
domestic group.

Fitch expects the domestic group to generate between $50 million -
$150 million per year in FCF over the next two years.  Free cash
flow prospects of the domestic group has improved with the reduced
pricing on the extended $1.8 billion portion of the credit
facility, with the LIBOR floor being reduced by 100 basis points
and potential to improve pricing by providing the extended bank
group with additional collateral.  Also the pricing on the
refinancing notes issued thus far, particularly on the 8.625%
notes issued in January, has been better than what Fitch assumed
in its prior base case scenario.

Any upcoming decision by Fitch to revise the Outlook to Positive
would hinge on the Las Vegas recovery remaining undisturbed and
MGM Macau trends remaining solid following the LVS' Cotai Central
Phase I opening in second-quarter 2012.  However, Fitch believes
that financial and strategic policies are likely to become more
aggressive with the recent improvement in the credit profile,
which could constrain the positive rating momentum.

An Outlook revision to Positive would mean there is a good
likelihood that Fitch would upgrade MGM's Issuer Default Rating
(IDR) to 'B' from 'B-' over a 12-24 month horizon from the time of
the revision. Over this horizon MGM's project plans in Cotai and
Massachusetts should become more firm, and Fitch's base case
projects MGM's FCF profile (including Macau dividends) will
improve further, thus providing the domestic group with meaningful
capacity to deleverage.

An upgrade in the near term (6-12 months) is unlikely due to MGM's
still uncomfortably high leverage. The domestic credit group's
leverage as of Dec. 31, 2011 is 10.6 times (x).  With Macau
consolidated (minus minority interest) and giving credit for
distributions from unconsolidated entities (mostly Grand Victoria
in Elgin) leverage is more manageable but still high relative to a
'B' category IDR at 8.8x.  MGM's FCF profile, while expected to
improve, remains weak and is susceptible to a reversal in current
trends.

Fitch currently rates MGM as follows:

  -- IDR 'B-';
  -- Senior secured notes due 2013, 2014, 2017, and 2020
     'BB-/RR1';
  -- Senior credit facility 'B/RR3';
  -- Senior unsecured notes 'B-/RR4';
  -- Convertible senior notes due 2015 'B-/RR4';
  -- Senior subordinated notes 'CC/RR6'.


MGM RESORTS: Moody's Assigns 'B3' Rating to Proposed $750MM Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to MGM Resorts
International's proposed $750 million senior unsecured notes due
2022. Moody's affirmed the company's B2 Corporate Family and
Probability of Default ratings, Ba2 senior secured ratings, B3
senior unsecured ratings, and Caa1 senior subordinated ratings.
MGM has an SGL-3 Speculative Grade Liquidity rating and a stable
rating outlook.

"MGM's proposed note offering is another positive step towards
refinancing its considerable debt maturities in the next two
years," stated Peggy Holloway, Vice President and Senior Credit
Officer. MGM intends to use the net proceeds from the proposed
offering to repay a portion of the $965 million senior bank credit
facility debt due in 2014.

Ratings assigned:

MGM Resorts International

Proposed approximate $750 million senior unsecured notes due 2022
at B3 (LGD 5, 70%)

Senior unsecured shelf at (P)B3

Senior subordinated shelf at (P)Caa1

Subordinated shelf at (P)Caa1

Rating affirmed and LGD assessments revised where applicable:

MGM Resorts International

Corporate Family Rating at B2

Probability of Default Rating at B2

Senior secured notes at Ba2 (LGD 2, 14%)

Senior unsecured notes at B3 (LGD 5, 70% from LGD 4, 69%)

Speculative Grade Liquidity at SGL-3

Mandalay Resort Group

Senior unsecured notes at B3 (LGD 5, 70% from LGD 4, 69%)

Senior subordinated notes at Caa1 (LGD 6, 96%)

RATINGS RATIONALE

The affirmation of MGM's B2 Corporate Family Rating reflects
Moody's view that positive lodging trends in Las Vegas will
continue through 2012 which will help improve MGM's leverage and
coverage metrics, albeit modestly. Additionally, the company's
declaration of a $400 million dividend ($204 million to MGM) from
its 51% owned Macau joint venture due to be paid shortly will also
improve the company's liquidity profile. The ratings also consider
MGM's recent bank amendment that resulted in about 50% of its $3.5
billion senior credit facility being extended one year from 2014
to 2015.

Despite MGM's success at improving its debt maturity profile, the
B2 Corporate Family Rating acknowledges that approximately $1.9
billion of the company's debt still matures in the next two years
-- approximately $535 million in 2012 and $1.35 billion (including
a $750 million secured bond) in 2013. Also of concern is the
company's high leverage and thin interest coverage. Debt/EBITDA
for the 12-month period ended December 31, 2011 (excluding the
Macau joint venture) was 11 times and EBITDA coverage of interest
was only slightly above one time. Additionally, a significant
portion of MGM's revenue and earnings comes from only one gaming
market -- the Las Vegas Strip.

The stable rating outlook reflects Moody's view that MGM will
continue to execute transactions that will improve its liquidity
profile. Additionally, Moody's expects rising visitation to the
Las Vegas Strip will improve MGM's earnings and improve the
company's debt/EBITDA (excluding the Macau joint venture) to below
10 times by year-end 2012.

Given MGM's high leverage, Moody's does not expect upward rating
momentum. However, MGM's ratings could be raised if the Las Vegas
Strip's recovery gains greater momentum -- particularly sustained
growth in gaming revenue, and if the company can improve its debt
maturity profile. The ratings could be downgraded if improving
operating conditions in Las Vegas stall or MGM is unable to
further improve its liquidity profile.

MGM Resorts International owns and operates 14 wholly-owned
properties located in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey and
Illinois. MGM has a 51% interest in MGM Grand Macau, a hotel-
casino resort in Macau S.A.R. and a 50% interest in CityCenter, a
multi-use resort in Las Vegas, Nevada. MGM generates annual net
revenue of approximately $7.0 billion on a consolidated basis and
approximately $6.2 billion excluding Macau.


MICHAEL VICK: Cuts Outstanding Debt to About $400,000
-----------------------------------------------------
TMZ.com notes Michael Vick already reduced his outstanding debt to
less than $400,000.  The outstanding debt is owed to Bank of
America -- related to one of his properties -- BMW financial
services, and the tax collector.

Michael Dwayne Vick is a professional American football
quarterback for the Philadelphia Eagles of the National Football
League.  He previously played for the Atlanta Falcons for six
seasons before serving 18 months of a 23-month sentence in prison
for his involvement in an illegal dog fighting ring.

In April 2007, Mr. Vick was implicated in an extensive and
unlawful interstate dogfighting ring that operated over a period
of five years.  He pleaded guilty and was sentenced to 23 months
in federal prison.

With loss of his NFL salary and product endorsement deals,
combined with previous financial mismanagement, Mr. Vick filed for
Chapter 11 bankruptcy in July 2008.  Mr. Vick filed a Chapter 11
petition on July 7, 2008 (Bankr. E.D. Va. Case No. 08-50775).
Dennis T. Lewandowski, Esq., and Paul K. Campsen, Esq., at Kaufman
& Canoles, P.C., represent the Debtor in his restructuring
efforts.  Mr. Vick listed assets of $10 million to $50 million.

Mr. Vick was released from prison to home confinement on May 20,
2009.  On July 27 2009, NFL Commissioner Roger Goodell
conditionally reinstated Mr. Vick.

Mr. Vick in August 2008 won confirmation of a proposed Chapter 11
plan that proposes to give up a portion of his future income over
six years.  The plan assumed that he's reinstated by the National
Football League and signs a new contract in order to repay
unsecured creditors owed in excess of $19 million.


MOMENTIVE PERFORMANCE: Moody's Reiterates 'Ba3' Term Loan Rating
----------------------------------------------------------------
Moody's Investors Service reiterated its Ba3 rating on the
guaranteed senior secured first lien term loan due May 5, 2015 of
Momentive Performance Materials Inc. (MPM). Proceeds from the $175
million expansion to the term loan will be used to fund the
repayment of the remaining guaranteed senior secured first lien
term loans due December 4, 2013. The new debt will be issued
pursuant to the accordion provisions of the existing senior
secured credit facilities which will mature on May 5, 2015.
Moody's also adjusted the LGD assessments on the outstanding debt
as a result of modest changes to the company's debt balances over
the past year. The company's outlook is stable.

"While credit metrics are extremely weak, similar to 2009, the
lack of meaningful debt maturities or liquidity issues keeps the
Corporate Family Rating out of the Caa category"," stated John
Rogers, Senior Vice President at Moody's. "However, if the company
fails to return reported EBITDA back to the $100 million per
quarter level by the end of 2012, Moody'swould likely lower its
ratings."

RATINGS RATIONALE

The B3 Corporate Family Rating (CFR) remains constrained by MPM's
elevated leverage and very weak credit metrics, which outweigh its
strong business profile and improving maturity schedule. Fiscal
year 2011 results that were more disappointing than anticipated,
due to the softening demand combined with high raw materials
prices. This caused both earnings and cash flow to decline
significantly from levels generated in 2010. At year-end 2011, Net
Debt/EBITDA was over 9.0x and Retained Cash Flow/Net Debt was
below 5%. The aforementioned ratios reflect Moody's Global
Standard Adjustments, which include the capitalization of pensions
and operating leases, as well as MPM's HoldCo PIK debt ($689
million at year end 2011).

MPM's liquidity is supported by the company's cash balance of $203
million, $258 million availability under the revolver, and the
expectation for positive free cash flow generation over the next
four quarters. Maturities of long term debt will become a greater
concern by the end of 2013; maturities are $216 million in 2014,
and $971 million in 2015.

The stable outlook reflects the improved maturity schedule and
good liquidity position, as well as the expectation that earnings
and cash flow will return to more respectable levels over the next
two to three quarters. Moody's expects that continued soft demand
in the first half of 2012 will weaken performance such that
unadjusted EBITDA will remain near $300 million on an LTM basis.
If unadjusted EBITDA should fall below $300 million on a
sustainable basis, Moody's would likely lower the company's CFR.
Additionally, if the company's cash and revolver availability
falls, or appears likely to fall, below $200 million for a
sustained period, Moody's would also consider lowering the rating.
Moody's continues to look for additional steps in addressing
upcoming maturities through 2015 as well as progress toward
refinancing the HoldCo debt (at December 31, 2011, this PIK debt
had a value of $689 million and is accreting at 11% per year).

Ratings List:

Momentive Performance Materials Inc.

Corporate Family Rating at B3

Probability of Default Rating at B3

Speculative grade liquidity rating at SGL-2

Guaranteed senior secured term loan due 2013 at Ba3 (LGD2, 13%)
from Ba3 (LGD2, 12%)*

Guaranteed senior secured revolver due 2014 at Ba3 (LGD2, 13%)
from Ba3 (LGD2, 12%)

Guaranteed senior secured term loan due 2015 at Ba3 (LGD2, 13%)
from Ba3 (LGD2, 12%)

Guaranteed senior secured 2nd lien notes due 2014 to B3 (LGD4,
52%) from B2 (LGD3, 35%)

Guaranteed senior unsecured notes due 2021 to Caa1 (LGD4, 58%)
from Caa1 (LGD4, 58%)

Senior subordinated notes due 2016 to Caa2 (LGD5, 84%) from Caa2
(LGD5, 85%)

*: These ratings will be withdrawn upon successful completion of
this transaction.

Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide. The company has two divisions: silicones
(which accounted for roughly 90% of revenues) and quartz. Revenues
were roughly $2.6 billion for the year ending December 31, 2011.


MOUNTAIN PROVINCE: More Details of Proposed Kennady Spin-out
------------------------------------------------------------
Mountain Province Diamonds Inc. announced further details on the
proposed spin-out of the Company's 100 percent-controlled Kennady
North diamond project into a newly-incorporated company Kennady
Diamonds Inc.

The proposed spin-out will occur through a plan of arrangement and
will be subject to regulatory and court approval, as well as
shareholder approval at a special meeting currently planned for
April 25, 2012.  The Company has taken steps, subject to court
approval, to set the record date for notice of and voting at the
special meeting as March 23, 2012.

Upon completion of the transfer of the Kennady North property and
working capital in the amount of C$3M to Kennady Diamonds,
Mountain Province intends to distribute 100 percent of the shares
of Kennady Diamonds to Mountain Province shareholders on the basis
of one Kennady Diamond share for every five shares of Mountain
Province held by shareholders.

Patrick Evans, President and CEO, commented, "The proposed spin-
out of Kennady North is intended to deliver greater value to
Mountain Province shareholders by unlocking the value of this
highly prospective diamond project.  The transaction will also
enable Mountain Province to focus on its flagship Gahcho Kue JV
with De Beers while Kennady Diamonds focuses on advancing the 123
square-kilometer Kennady North Project."

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit (the "Gahcho Kue Project" located in
the Northwest Territories of Canada.  The Company's primary asset
is its 49% interest in the Gahcho Kue Project.

The Company also reported a net loss of C$6.68 million for the
nine months ended Sept. 30, 2011, compared with a net loss of
C$7.39 million for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
C$69.93 million in total assets, C$7.51 million in total
liabilities, and C$62.42 million in total shareholders' equity.

                          *     *     *

In its Management's Discussion and Analysis of the Company's
interim consolidated financial statements for the three months
ended June 30, 2010, the Company said its ability to continue as a
going concern and to realize the carrying value of its assets and
discharge its liabilities is dependent on the discovery of
economically recoverable mineral reserves, the ability of the
Company to obtain necessary financing to fund its operations, and
the future production or proceeds from developed properties.
However, the Company adds that there is no certainty that the
Company will be able to obtain financing to fund its operations.
As a result, the Company says, there is substantial doubt as to
its ability to continue as a going concern.


MOMENTIVE PERFORMANCE: Plans to Seek $175 Million New Term Loans
----------------------------------------------------------------
Momentive Performance Materials Inc. intends to seek commitments
for up to $175 million of new senior secured term loans pursuant
to the accordion provisions of its senior secured credit
facilities.  The new term loans are expected to have a maturity
date of May 5, 2015, and the net cash proceeds of the new term
loans will be used to repay existing term loans maturing Dec. 4,
2013, under its senior secured credit facilities.  The proposed
issuance of new senior secured debt and related transactions are
subject to market and other conditions, and may not occur as
described or at all.

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million on $2.63 billion of net
sales in 2011, following a a net loss of $63 million on $2.58
billion of net sales in 2010.  Net loss in 2009 was $42 million.

The Company's balance sheet at Dec. 31, 2011, showed $3.16 billion
in total assets, $3.90 billion in total liabilities and a
$736 million total deficit.

                           *     *     *

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.

"The impact of softening demand and high raw material prices has
disrupted the trajectory of improving fundamentals, and will
result in an acceleration of cost reduction activities," stated
John Rogers, Senior Vice President at Moody's, in November 2011,
when Moody's affirmed the ratings.

Moody's said, the B3 CFR continues to be constrained by MPM's
elevated leverage and weak credit metrics, which outweigh its
strong business profile and improved maturity schedule.  As a
result of the softening demand and high raw materials prices, the
2011 operating performance will underperform that of 2010 and will
challenge credit metrics more than previously expected.

MPM's good liquidity is supported by the company's cash balance of
$250 million and the expectation for positive free cash flow
generation over the next four quarters.  Maturities of long term
debt will become a greater concern by the end of 2012; maturities
are $215 million in 2013, $300 million in 2014, and $840 million
in 2015.


NCO GROUP: Commences $365 Million Senior Notes Tender Offers
------------------------------------------------------------
NCO Group, Inc., has commenced two cash tender offers and consent
solicitations for any and all of its $200,000,000 aggregate
principal amount of 11.875% Senior Subordinated Notes due 2014
and $165,000,000 aggregate principal amount of Floating Rate
Senior Notes due 2013.  Each Offer will expire at 12:01 a.m., New
York City time, on April 11, 2012, unless extended.

Concurrently with the commencement of the Offers, the Company is
seeking to obtain debt financing to refinance substantially all of
its outstanding indebtedness, consisting of a new senior secured
first lien term loan and revolving credit facility and a new
secured second lien credit facility.

Holders who validly tender their Notes and provide their consents
to the proposed amendments to the indentures governing the Notes
prior to the consent payment deadline of 5:00 p.m., New York City
time, on March 27, 2012, unless extended by the Company in its
sole discretion, will receive $1,035.94 per $1,000 principal
amount of the 2014 Notes and $1,002.50 per $1,000 principal amount
of the 2013 Notes, plus any accrued and unpaid interest on the
Notes up to, but not including, the payment date for such Notes.
The primary purpose of the Consent Solicitations and the proposed
amendments to the indentures governing the Notes is to eliminate
substantially all of the restrictive covenants and certain events
of default and related provisions contained in the indentures
governing the Notes.  Adoption of the proposed amendments could
have adverse consequences upon non-tendering holders of the Notes
because Notes that remain outstanding after consummation of the
applicable Offer will not be entitled to the benefits of the
restrictive covenants or event of default and related provisions
that are eliminated by the adoption of such amendments.

Holders who validly tender their Notes after the Consent Deadline,
but on or prior to the Expiration Date, will receive $1,025.94 per
$1,000 principal amount of the 2014 Notes and $992.50 per $1,000
principal amount of the 2013 Notes, plus, in each case, any
accrued and unpaid interest on the Notes up to, but not including,
the payment date for those Notes.  Holders of Notes tendered after
the Consent Deadline will not receive a consent payment.

With respect to each series of Notes, following receipt of the
consent of the holders of at least a majority in aggregate
principal amount of those series of Notes and the Company's
acceptance for payment of those Notes, the Company will execute
the applicable supplemental indenture effecting the proposed
amendments.

The Company has engaged Barclays Capital Inc. as Dealer Manager
and Solicitation Agent for the Offer.  Persons with questions
regarding the Offer should contact Barclays Capital Inc. at (212)
528-7581 (Call Collect) or (800) 438-3242 (Toll Free).  Requests
for copies of the Offer to Purchase or other tender offer
materials may be directed to D.F. King & Company, Inc., the Tender
Agent and Information Agent, at (800) 714-3313.

                       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 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 reported a net loss of $155.71 million in
2010, compared with a net loss of $88.14 million in 2009.

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.

                           *     *     *

In December 2011, 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: Moody's Reviews Caa1 Corp. Family Rating for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the Caa1 Corporate Family and
Probability of Default Ratings of NCO Group, Inc. under review for
upgrade. Concurrently, Moody's assigned a Ba3 rating to a proposed
$795 million first lien credit facility and a B3 rating to a
proposed $200 million second lien term loan. All ratings on NCO's
existing debt instruments were affirmed.

Proceeds from the new term loans, along with cash on the balance
sheet and up to $30 million to be drawn on the new revolver, will
be used to refinance the existing debt in NCO's capital structure.
At the same time, NCO plans to merge with APAC Customer Services,
Inc. ("APAC"), also a portfolio company of One Equity Partners
("OEP"). Upon consummation of the merger, NCO Group will be
renamed Expert Global Solutions, Inc.

If the transaction closes on terms consistent with those proposed,
the Corporate Family and Probability of Default Ratings will be
upgraded to B2 from Caa1. The existing debt instrument ratings of
NCO will be withdrawn and the rating outlook will be changed to
stable.

The following ratings were placed under review for upgrade:

Corporate Family Rating, Caa1

Probability of Default Rating, Caa1

The following ratings (and Loss Given Default Assessments) were
assigned:

$120 million first lien revolver due 2017, Ba3 (LGD3, 30%)

$675 million first lien term loan due 2018, Ba3 (LGD3, 30%)

$200 million second lien term loan due 2018, B3 (LGD5, 76%)

Ratings affirmed - to be withdrawn upon closing of the
transaction:

$67.5 million senior secured revolving credit facility due
December 2012, B2 (LGD2, 26%)

$460 million senior secured term loan due May 2013, B2 (LGD2, 26%)

$165 million senior unsecured floating rate notes due November
2013, Caa2 (LGD5, 73%)

$200 million senior subordinated notes due November 2014, Caa3
(LGD6, 91%)

Speculative Grade Liquidity Rating, SGL-4

RATINGS RATIONALE

The anticipated upgrade in NCO's Corporate Family Rating to B2
from Caa1 post-close reflects the combined company's improved debt
maturity profile, greater scale in the more stable Customer
Relationship Management segment, and lower financial leverage
resulting from the contribution of APAC's estimated $52 million in
EBITDA (pre-synergies) with relatively modest incremental debt of
$158 million (at the holding company). OEP contributed about $300
million of equity towards the purchase of APAC.

The expected B2 CFR reflects integration risks associated with the
merger, highly competitive industry conditions, and pro forma
financial leverage of about 5.6 times (including a $158 million
holding company note) before consideration of merger-related cost
synergies. The inclusion of management's targeted $30 million in
annualized cost synergies would reduce pro forma financial
leverage to about 5.0 times. The ratings are further constrained
by Moody's expectations that the environment for the collection of
delinquent accounts receivable will remain difficult, as many
consumers struggle with high unemployment, lack of wage growth and
constrained access to credit.

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

Based in Horsham, Pennsylvania, NCO Group, Inc., is a global
provider of business process outsourcing services, primarily
focused on accounts receivable management and customer
relationship management solutions to a variety of sectors
including financial services, telecommunications, healthcare,
retail, technology, education and government agencies. NCO is a
portfolio company of One Equity Partners. For the twelve months
ended September 30, 2011, the company reported revenue of
approximately $1.5 billion.


OILSANDS QUEST: Gets Court OK of $7MM Sale of Eagles Nest Asset
---------------------------------------------------------------
Oilsands Quest Inc. has received approval from the Alberta Court
of Queen's Bench for the sale of the Company's non-core Eagles
Nest asset to Cavalier Energy Inc., an unrelated third party, for
CDN$7.005 million.

As previously announced, Oilsands Quest reopened the sale process
for its Eagles Nest asset as FAMA Capital Ltd. defaulted on an
earlier Purchase and Sale Agreement.  The Company has signed a new
Purchase and Sale Agreement with Cavalier and the transaction,
subject to normal closing conditions, is expected to close on or
before March 23, 2012.

Oilsands Quest continues to operate under the protection of the
Companies' Creditors Arrangement Act (Canada) with the assistance
of a Court-appointed monitor.  The Company's common shares remain
halted from trading until either a delisting occurs or until the
NYSE permits the resumption of trading.

                       About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licences, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.


OMNICARE INC: Moody's Confirms 'Ba3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service confirmed Omnicare, Inc.'s debt ratings
(Ba3 CFR) with a stable outlook. This concludes Moody's rating
review that was commenced on August 23, 2011. Moody's confirmation
and stable outlook are based on Moody's expectation that the
termination of Omnicare's bid for PharMerica and prospects of
stable to improving profits in spite of reimbursement pressures
should enable the company to deleverage over the next 12-18
months.

"Recent stabilization in bed losses and generic drug conversions
should enable Omnicare to offset negative effects of reimbursement
changes over the next 12-18 months," said Diana Lee, a Moody's
Senior Credit Officer. Further, Omnicare's cash flow generation
should be sufficient to fund moderate-sized acquisitions and
buyback activity.

Ratings confirmed with a stable outlook:

Omnicare, Inc.

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3

Unsecured Term Loan A at Baa3, LGD2, 15%

Unsecured Revolver at Baa3, LGD2, 15%

Senior Subordinated Notes at Ba3, LGD4, 53%

Convertible Senior Notes at B2, LGD5, 84%

Subordinate Shelf Rating of (P)Ba3

Omnicare Capital Trust I

Backed PIERS Trust Preferreds at B2, LGD6, 94%

Omnicare Capital Trust II

Backed PIERS Trust Preferreds at B2, LGD6, 94%

RATINGS RATIONALE

Omnicare's Ba3 CFR reflects its leading position in the long term
care pharmacy space but also moderately high leverage. Because of
uncertainty associated with the reimbursement environment for
long-term care pharmacy operators, the ratings assume that
Omnicare will continue to deleverage. The Federal Trade
Commission's (FTC's) filing of an administrative complaint against
Omnicare, blocking its bid for PharMerica, and Omnicare's
subsequent decision to drop its bid lessens the likelihood that
the company will take on incremental debt in the near term.

In recent quarters, the company has demonstrated better bed
retention rates, easing concerns regarding competitive pressures.
Although Moody's believes that cuts to nursing home rates will
affect pricing, these and other reimbursement changes (including
AMP rates and MACs for generic drugs) should be offset by
increased profits from generic drug conversions, organic bed
growth and an expanding specialty care business.

The stable outlook reflects Moody's belief that Omnicare will not
engage in large debt-financed transactions, post-PharMerica, and
that operating improvements will offset negative effects of
reimbursement changes, resulting in solid cash flow generation.
Over the outlook period, retained cash flow to debt is expected to
remain in the 12-14% range and the company is expected to
deleverage such that debt/EBITDA approaches 3.75 times. For fiscal
year 2011, debt/EBITDA was about 4.1 times, down from 4.3 times at
year end 2010.

The ratings could be downgraded if there are material negative
reimbursement changes or if the company engages in large debt
financed acquisitions. Retained cash flow to debt that is below
the low-to-mid teens level or debt/EBITDA sustained above 3.75
times could support a downgrade. The ratings could be upgraded if
Omnicare is able to demonstrate a conservative approach to growth,
sustained bed retention rates, better profitability and greater
diversification beyond long term care pharmacy services. Retained
cash flow to debt approaching 20% and debt/EBITDA sustained below
2.5 times could help support an upgrade.

The principal methodology used in this rating was Global
Distribution and Supply Chain Services published in November 2011.

Omnicare, Inc. (OCR), headquartered in Covington, Kentucky, is a
provider of institutional pharmacy services to the long term care
sector.


PENINSULA HOSPITAL: Lori Jones to Oversee Far Rockaway Facility
---------------------------------------------------------------
Irving DeJohn at New York Daily News reports that the U.S.
Trustee's office appointed Lori Lapin Jones to take over
operations at Peninsula Hospital's Far Rockaway facility as the
hospital tries to recover from flunking a state inspection last
month.  Violations included three units of expired plasma in the
blood bank and employees not wearing gloves while handling
samples.

According to the report, the move terminates the retainer with
Abrams Fensterman, the law firm that represented Peninsula during
its Chapter 11 bankruptcy reorganization.  "She was a good
appointment," the report quotes Howard Fensterman, the former
attorney for Peninsula, as saying.  "She's a knowledgable
bankruptcy attorney with some experience in health."

The report notes the hospital was forced to temporarily lay off
more than 240 employees in an effort to save money.

                     About Peninsula Hospital

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

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

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

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

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


PINNACLE AIRLINES: 3.2% Owners Alarmed Over Annual Meeting Delay
----------------------------------------------------------------
As disclosed previously in an initial Form 13D, Wayne King; Meson
Capital Partners, LP; Meson Capital Partners, LLC; Ryan J. Morris;
Gregory J. Gerst; Gerst Capital Partners, LP; and Gerst Capital,
LLC, currently seek to engage Pinnacle Airlines Corp.'s board of
directors in discussions concerning the low level of share
ownership by board members, director compensation levels, capital
spending, and corporate governance.

Messrs. King and Morris disclosed their proposal that the board
allow the immediate appointment of new stockholder designated
directors, with full voting rights, to (1) act as stockholder
designated representatives, and (2) promptly begin the formation
of an equity committee in the event of a Chapter 11 filing.  On
Feb. 17, 2012, Messrs. King and Morris met with Donald Breeding,
Chairman of the Board and Susan Coughlin, Director and Head of the
Nominating and Corporate Governance Committee to discuss the
merits of their proposal for new stockholder-designated directors
and to inform the Company that formal notification of King, et
al.' nominees for directors would be forthcoming.

By letter of Feb. 29, 2012, to Messrs. King and Morris, the
Company disclosed its intention to indefinitely delay the
Company's annual meeting, previously anticipated to occur in May
2012, and opted not to address the proposal for new stockholder-
designated directors on the basis of timing.  By press release
also dated Feb. 29, 2012, the Company publicly disclosed its
intention to indefinitely delay the annual meeting.  By letter of
March 1, 2012, to the Company, Messrs. King and Morris expressed
their dismay at the Company's decision to delay the annual
meeting, called on the Company to promptly schedule the meeting,
and reiterated the proposal for the appointment of new
stockholder-designated directors.  The Company responded to the
letter of March 1, 2012, citing timing concerns related to the
proposal as the basis for their inaction.  On each of March 5,
2012, and March 6, 2012, Mr. Morris left Mr. Breeding a voicemail
seeking a phone call to clarify the definition of 'timing
concerns' and informed him that he would interpret a lack of
response to his phone call as a 'loud and clear rejection' of the
proposal for new stockholder designated directors and would file a
press release to that effect on March 6, 2012.  On March 7, 2012,
Messrs. King and Morris issued a press release again reiterating
their proposal for the appointment of new-stockholder-designated
directors and calling on the Company to immediately set a date for
the 2012 annual meeting of stockholders.  As of March 12, 2012,
the Company has not yet scheduled the annual meeting.

King et al., are alarmed by the Company's decision to delay the
annual stockholder meeting and its failure to adequately respond
to the proposal for the appointment of new stockholder-designated
directors.  For these reasons King, et al., have agreed to work
closely together to consult with recognized experts on corporate
governance and the proxy advisory process.  King, et al., strongly
believe that the proposal for stockholder-designated directors
would establish a stronger alignment between the interests of the
board of directors and stockholders.

King et al., disclosed that, as of March 6, 2012, they
beneficially own 618,664 shares of common stock of Pinnacle
Airlines representing 3.2% of the shares outstanding.

A copy of the amended Schedule 13D is available for free at:

                       http://is.gd/T4s0Mk

                  About Pinnacle Airlines Corp.

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

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

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


PRAYER ASSEMBLY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Prayer Assembly Church of God In Christ
        442 East El Segundo Boulevard
        Los Angeles, CA 90061

Bankruptcy Case No.: 12-18948

Chapter 11 Petition Date: March 13, 2012

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

Judge: Richard M. Neiter

Debtor's Counsel: Charles Shamash, Esq.
                  CACERES & SHAMASH, LLP
                  8200 Wilshire Boulevard, Suite 400
                  Beverly Hills, CA 90211
                  Tel: (310) 205-3400
                  Fax: (310) 878-8308
                  E-mail: cs@locs.com

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

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

The Company?s list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Virgil Wilson, vice president.


PROMETRIC INC: Moody's Raises Corporate Family Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service upgraded Prometric Inc.'s corporate
family rating to Ba2 from Ba3 and affirmed the Ba3 probability of
default rating. Moody's also assigned a Ba1 rating to the
company's proposed senior secured credit agreement, consisting of
a $10 million revolving credit facility and a $165 million term
loan, both due 2017. The ratings outlook remains stable.

The ratings upgrade reflects continued improvements in Prometric's
operating performance, material debt reduction through internal
cash flow, and Moody's expectation that this will continue. The
ratings upgrade also reflects strong pro forma interest coverage
metrics, owing to an expected reduction in interest rates.
Proceeds from the proposed credit facility will primarily be used
to refinance existing bank debt and the subordinated seller notes.

Ratings assigned:

Proposed $10 million senior secured revolving credit facility due
2017 at Ba1 (LGD2, 23%)

Proposed $165 million senior secured term loan due 2017 at Ba1
(LGD2, 23%)

Rating upgraded:

Corporate family rating to Ba2 from Ba3

Rating affirmed:

Probability of default rating at Ba3

Ratings to be withdrawn at transaction closing:

Senior secured revolving credit facility due 2012 at Baa3 (LGD2,
16%)

Senior secured term loan due 2013 at Baa3 (LGD2, 16%)

RATINGS RATIONALE

Adjusted for the proposed financing, Moody's estimates pro forma
leverage is 2.2 times for the fiscal-year ended December 31, 2011
(including Moody's standard adjustments). Moody's expects leverage
to decline below 2.0 times near-term based on organic revenue and
earnings growth combined with debt reduction. The proposed
transaction reinforces Moody's view that Prometric is committed to
conservative financial policy as there are no dividends as part of
the proposed financing. That said, the proposed credit agreement
does allow the flexibility for dividends from free cash flow
(subject to certain conditions).

Prometric's Ba2 CFR is supported by its moderate pro forma
leverage, strong interest coverage metrics, and solid free cash
flow generation that has accommodated substantial debt reduction.
The rating also considers the company's expanding operating
margins and a very good liquidity profile, supported by a
meaningful unrestricted cash balance and expectations for free
cash flow generation. However, the rating remains constrained by
the company's moderate scale with revenues less than $500 million,
its niche focus, and reliance on relatively large contracts.

The stable outlook reflects Moody's expectation that Prometric
will moderately grow its revenue and earnings and largely apply
free cash flow to debt reduction. The stable outlook also builds
in some tolerance for dividends to the extent they do not
materially weaken the company's liquidity profile.

While an upgrade is unlikely in the near term given Prometric's
moderate scale, in the event the company substantially increases
its revenue and customer base while maintaining strong debt
protection metrics, the ratings could experience positive
pressure.

If the loss of a material contract and/or erosion in margins
pressures Prometric's operating performance such that debt to
EBITDA is sustained above 2.5, this could pressure the ratings. A
material debt-financed acquisition or dividend could also have
negative rating implications.

The ratings are subject to Moody's receipt and review of final
documentation.

Headquartered in Baltimore, Maryland, Prometric Inc. is a provider
of technology-based assessment solutions including test
development and delivery for government entities, professional
organizations, academic institutions, corporations and information
technology clients.




PROTEONOMIX INC: Enters Into $3.8-Mil. Securities Sale Deal
-----------------------------------------------------------
Proteonomix, Inc., on March 5, 2012, entered into a Securities
Purchase Agreement providing for the issuance and sale of an
aggregate of approximately 3,804 shares of the Company's Series E
Convertible Preferred Stock, with each Preferred Share initially
convertible into approximately 235 shares of the Company's Common
Stock and three series of warrants, the Series A Warrants, the
Series B Warrants and the Series C Warrants, to purchase up to an
aggregate of 2,685,873 shares of the Company's Common Stock, for
proceeds to the Company of $3.8 million.  After deducting for fees
and expenses, the aggregate net proceeds from the sale of the
Preferred Shares and Warrants are expected to be approximately
$3.5 million.

Pursuant to the terms of the Securities Purchase Agreement, each
Purchaser has been issued a Series A Warrant, a Series B Warrant
and a Series C Warrant, each to purchase up to a number of shares
of the Company's Common Stock equal to 100% of the Conversion
Shares underlying the Preferred Shares issued to such Purchaser
pursuant to the Securities Purchase Agreement.  The Series A
Warrants have an exercise price of $4.25 per share, are
exercisable immediately upon issuance and have a term of exercise
equal to five years.  The Series B Warrants have an exercise price
of $4.25 per share, are exercisable immediately upon issuance and
have a term of exercise one year and two weeks.  The Series C
Warrants have an exercise price of $4.25 per share, vest and are
exercisable ratably commencing on the exercise of the Series B
Warrants held by each Purchaser and have a term of exercise equal
to five years.

On March 5, 2012, in connection with the closing of the private
placement, the Company and the Purchasers entered into a
Registration Rights Agreement.  Under the Registration Rights
Agreement, the Company is required to file a registration
statement within 7 days following the filing date of the Company's
Form 10-K for the year ended Dec. 31, 2011, but in no event later
than April 16, 2012.  The failure on the part of the Company to
meet the filing deadlines and other requirements set forth in the
Registration Rights Agreement may subject the Company to payment
of certain monetary penalties.

Rodman & Renshaw, LLC, acted as the exclusive placement agent for
the private placement.  Pursuant to the terms of a Placement Agent
Agreement entered into by the Registrant and Rodman on Feb. 15,
2012, the Company has agreed (a) to pay to Rodman the placement
agent fee equal to 7% of the aggregate gross proceeds raised in
the private placement, (b) to issue to Rodman warrants to purchase
62,670 shares of the Company's Common Stock, and (c) to reimburse
Rodman for certain expenses.

                       Employment Agreements

* Steven Byle.  On March 2, 2012, the Company entered into an
agreement with its Chief Technical Officer, Steven Byle, who is
also a director of the Registrant, whereby the Company has agreed
to pay Mr. Byle an initial salary of $150,000 per annum in bi-
weekly installments.   Mr. Byle will also be entitled to an
increase to $200,000 per annum at such time as Proteonomix has
been capitalized to an equaling or exceeding $3,000,000 whether it
be in equity, debt or joint venture funding with an additional
increase to $250,000 per annum at such time as Proteonomix has
been capitalized to an extent equaling or exceeding $5,000,000
whether it be in equity, debt or joint venture funding.  A final
increase to $300,000 per annum in the event that Proteonomix will
meet the $5,000,000 capitalization requirement and where the
Company shares are trading on any major national or international
stock exchange.  In addition, the Company will reimburse the Mr.
Byle on a monthly basis, all medical costs for his family
including insurance and deductibles until accepted in a plan equal
to his present coverage.  Mr. Byle will be eligible to participate
in such life, health, and disability insurance, pension, deferred
compensation and incentive plans, options and awards, performance
bonuses and other benefits as Proteonomix extends to its
executives.  Mr. Byle is also entitled to four weeks of vacation
during each calendar year.  The Agreement also requires the
Company to maintain D&O Insurance covering Mr. Byle in his duties
under this agreement. Mr. Byle shall also be reimbursed for all
reasonable travel, entertainment and other expenses incurred or
paid by him in connection with, or related to, the performance of
his duties.  Such compensation and benefits will accrue to him
until such time as Company has sufficient cash reserves or cash
flow to pay without harm to the business.

* Roger Fidler.  Also on March 2, 2012, the Company entered into
an agreement with Roger Fidler, a director and General Counsel to
the Company.  The Company agrees to reimburse Mr. Fidler for all
reasonable travel, entertainment and other expenses incurred or
paid by him in connection with, or related to, the performance of
his duties, responsibilities or services under this Agreement,
upon presentation by Mr. Fidler of documentation, expense
statements, vouchers, or such other supporting information as the
Company may reasonably request.  Until such time as the Company
has obtained 3,000,000 dollars in financing, Mr. Fidler's
relationship with the Company will be that of an independent
contractor and not that of an employee.  Upon receipt by the
Company of three million dollars in financing of Cash or cash
equivalent, then Mr. Fidler will receive $10,000 a month as an
employee of the Company.  At that time Mr. Fidler will be entitled
to all benefits provided to any or all of the senior executives of
the Company.  When the total amount of financing obtained by the
Company after the date of this Agreement will reach $5,000,000,
then employee salary will be increased to $20,000 per month.  When
the salary is increased to said $20,000 per month, then the
employee will use his best efforts consistent with Rules of
Professional Responsibility to reduce the amount of legal work
Consultant is performing for his then existing clients will the
goal to devote a minimum of 35 hours per week to the business of
the Company in the position as General Counsel.

A copy of the Form 8-K is available for free at:

                        http://is.gd/w0V545

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$973,532 on $18,994 of sales for the nine months ended
Sept. 30, 2011, compared with a net loss applicable to common
shares of $2.32 million on $68,972 of sales for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $3.37
million in total assets, $6.93 million in total liabilities,
and a $3.55 million total stockholders' deficit.

As reported in the TCR on April 1, 2011, KBL, LLP, in New York,
expressed substantial doubt about Proteonomix, Inc.'s ability to
continue as a going concern, following the Company's 2010 results.
The independent auditor noted that the Company has sustained
significant operating losses and is currently in default of its
debt instrument and needs to obtain additional financing or
restructure its current obligations.


RAMPART MMW: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rampart MMW, Inc.
        9112 Camp Bowie W., Suite 405
        Fort Worth, TX 76116-6099

Bankruptcy Case No.: 12-03510-

Chapter 11 Petition Date: March 13, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Monica Montgomery, Esq.
                  LAW OFFICE OF MONICA L. MONTGOMERY
                  2667 Camino Del Rio South, Suite 301-12
                  San Diego, CA 92108
                  Tel: (619) 255-1204
                  Fax: (619) 269-5810
                  E-mail: mlmontgomerylaw@gmail.com

Scheduled Assets: $4,970,460

Scheduled Liabilities: $12,996,530

The Company?s list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/casb12-03510.pdf

The petition was signed by Lawrence M. Day, managing member.


RITE AID: $404.8 Million of 2015 Notes Validly Tendered
-------------------------------------------------------
Rite Aid Corporation's previously announced cash tender offer for
any and all of its outstanding 8.625% senior notes due 2015
expired at midnight, Eastern Time, on March 13, 2012.  As of the
Expiration Date, approximately $404.8 million aggregate principal
amount of the 2015 Notes had been validly tendered and not validly
withdrawn, representing approximately 88.2% of the outstanding
2015 Notes.  All those 2015 Notes had been validly tendered on or
prior to the consent payment deadline, which was midnight, Eastern
Time, on Feb. 24, 2012, and were accepted for purchase on Feb. 27,
2012.  The remaining $54.2 million aggregate principal amount of
the 2015 Notes were called for redemption on March 28, 2012, and
were satisfied and discharged by the Company on March 14, 2012.

                       About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

For the 39-week period ended Nov. 26, 2011, the Company reported a
net loss of $207.32 million on $18.97 billion of revenue, compared
with a net loss of $349.73 million on $18.75 billion of revenue
for the 39-week period ended Nov. 27, 2010.

The Company's balance sheet at Nov. 26, 2011, showed $7.55 billion
in total assets, $9.96 billion in total liabilities and a $2.40
billion total stockholders' deficit.

                           *     *     *

In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit
rating.  During that time, Moody's Investors Service also affirmed
its Caa2 Corporate Family Rating, Caa2 Probability of Default
Rating, and SGL-3 Speculative Grade Liquidity rating.

"The ratings reflect our expectation that Camp Hill, Pa.-based
retail drugstore chain Rite Aid Corp.'s financial risk profile
will remain 'highly leveraged', despite improving sales trends,
due to its significant debt," said Standard & Poor's credit
analyst Ana Lai.

Moody's said, Rite Aid's Caa2 Corporate Family Rating reflects its
weak credit metrics and unsustainable capital structure with debt
to EBITDA of 8.8 times and EBITA to interest expense of 0.8 times.
Although Moody's believes that Rite Aid earnings will benefit from
Walgreen's dispute with Express Scripts as well as from the strong
generic pipeline, Moody's anticipates that lower reimbursement
rates will offset some of this positive earnings pressure. Thus,
Moody's forecasts that Rite Aid's credit metrics will remain weak.
In addition, Rite Aid faces a tradeoff between the need to address
its sizable 2014 and 2015 debt maturities against the likelihood
that any refinancing will be at a higher interest rate. Should
Rite Aid successfully refinance its 2014 and 2015 debt maturities,
its borrowing costs will likely increase further weakening Rite
Aid's interest coverage. Consequently, Moody's is concerned that
Rite Aid may choose to voluntarily restructure its debt over the
medium term.


ROTECH HEALTHCARE: Incurs $14.7 Million Net Loss in 2011
--------------------------------------------------------
Rotech Healthcare Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$14.76 million on $483.79 million of net revenues in 2011, a net
loss of $4.20 million on $496.42 million of net revenues in 2010,
and a net loss of $21.08 million $479.86 million of net revenues
in 2009.

The Company reported a net loss of $8.40 million on $117 million
of net revenues for the three months ended Dec. 31, 2011, compared
with a net loss of $3.60 million on $123.80 million of net
revenues for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed
$277.04 million in total assets, $571.21 million in total
liabilities, $3.01 million in Series A convertible redeemable
preferred stock, and a $297.18 million total stockholders'
deficiency.

"While we are pleased with overall patient growth and expense
control, nevertheless our fourth quarter 2011 financial results
were negatively impacted by contractual and bad debt adjustment
levels of $6.0 million higher than planned," said Philip Carter,
President and Chief Executive Officer.  "We are making efforts to
reduce these higher than normal adjustment levels but such efforts
may not result in any material reductions until the second quarter
of 2012," Mr. Carter added.

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

                        http://is.gd/rh8xI3

                       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.

                           *     *     *

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: Bankruptcy Legal Fees Now Exceed $20-Mil.
---------------------------------------------------------------
Paul Brinkmann, reporter at South Florida Business Journal,
reports that legal and accounting fees in the bankruptcy of Scott
Rothstein's former law firm, Rothstein Rosenfeldt Adler, are
surpassing $20 million, while recovery for victims in the case
nears $100 million.

The report notes the bankruptcy estate has also engineered
settlement payments, including $30 million to the family of auto
dealer Ed Morse.

                    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.


ROUNDTABLE CORP: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Dallas, Texas-based Roundtable Corporation, a franchisee of Dairy
Queen restaurants, was placed in Chapter 11 bankruptcy protection
by its owner John W. Beakley earlier this month after Mr. Beakley
was sued for securities fraud and his assets were placed in
receivership.

Reportnews relates Mark A. Weisbart, Mr. Beakley's Dallas
bankruptcy attorney, has challenged a move by receiver Fernando M.
Bustos to install himself as the sole officer and director of
Roundtable Corp.

Walt Nelt at Avalanche-Journal reports that a federal judge froze
all of Mr. Beakley's assets and named Mr. Bustos as receiver to
take control of Mr. Beakley's businesses, after a family allowed
Mr. Beakley to manage as much as $10 million and then sued the
accountant alleging securities fraud.  According to Avalanche-
Journal, attorneys for Samuel K. Douglass and his sons, Mark,
Timothy and Scott, filed the suit and asked for orders immediately
freezing assets and naming a receiver, because they believed Mr.
Beakley's business structure was in imminent danger of collapsing
from the threat of federal tax liens and unpaid franchise fees to
American Dairy Queen.

Avalanche-Journal reports that the lawsuit accuses Mr. Beakley,
owner of the Beakley & Associates accounting firm, of mismanaging
the family's money by placing it all into businesses he controlled
and then drawing it out to enrich himself and family members
through a variety of management fees and insider loans.  The
report notes the suit also contends Mr. Beakley jeopardized their
capital by not paying federal payroll taxes, fast-food restaurant
franchise fees and real estate rents.

The complaint was filed in U.S. District Court in Lubbock March 1
and named 122 defendants mostly business entities as well as seven
people.  Hours after the suit was filed, the business entities
overseeing Mr. Beakley's 85 Dairy Queen franchises in West Texas,
New Mexico and Oklahoma filed Chapter 11 reorganization petitions
with the U.S. Bankruptcy Court for the Eastern District of Texas.
Because businesses in bankruptcy are protected from most
litigation, they were removed from the receivership.

The major business entities are:

     * Roundtable Corp. -- The business controls 85 Dairy Queen
       corporations Mr. Beakley controls.  One of three entities
       to file Chapter 11 bankruptcy petitions, it was removed
       from the Douglass lawsuit by District Judge Sam R.
       Cummings. That portion of the suit could be re-opened after
       the bankruptcy is resolved.

     * Food Service Management -- A corporation related to
       Roundtable and the Dairy Queen holdings. It was the subject
       of a separate Chapter 11 filing.

     * Concert Management -- According to court documents, it is
       also a Dairy Queen-related business that at one time owned
       more than 30 locations.

     * I-27 Powersports -- Lubbock-based business that sells
       motorcycles and all-terrain vehicles.

     * I-27 Marine -- Lubbock-based boat dealership.

     * Ranchland Hills Golf Club and Ranchland Hills Country Club
       -- A golf and real estate venture in Midland.

     * MMPK Restaurants and Mama Mia Pizza Kitchen -- A defunct
       restaurant in Levelland. According to court documents, Mr.
       Beakley was holding on to the real estate with plans to
       re-open it as a Dairy Queen.

     * Tierra de Tejas Development -- a residential developer
       building neighborhoods in San Benito and Harlingen.

Roundtable filed for Chapter 11 protection on March 2, 2012
(Bankr. E.D. Tex. Case No. 12-40512).  Judge Brenda T. Rhoades
presides over the case.  The Law Offices of Mark A. Weisbart
represents Roundtable.  The Debtor listed assets of less than
$50,000, and debts of between $1 million and $10 million.

Food Service Holdings Ltd., aka Dairy Queen, filed for Chapter 11
bankruptcy protection on March 1, 2012 (Bankr. E.D. Tex. Case No.
12-40510).  The Law Offices of Mark A. Weisbart also represents
the Company.  The petition listed assets of less than $50,000, and
estimated debts of between $1 million and $10 million.


RYERSON HOLDING: Moody's Affirms 'Caa1' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Services revised the outlook for Ryerson Holding
Corporation to stable from negative. At the same time, Moody's
affirmed the Caa1 corporate family rating and probability of
default rating, Caa3 rating on Ryerson Holding's 14.5% senior
discount notes due 2015, and the Caa1 rating on Ryerson Inc.'s 12%
senior secured notes due 2015 and floating senior secured notes
due 2014.

RATINGS RATIONALE

The change in rating outlook to stable acknowledges the improving
trends evident in the company's performance and metrics. The
outlook also reflects Moody's view that demand conditions in the
company's end markets will continue to be relatively stable or
gradually improve during 2012, which should allow Ryerson to, at a
minimum, maintain or further improve its current operating
performance and metrics, while sustaining sufficient liquidity.
Although Moody's expects conditions in the steel industry to show
improvement in the first half of 2012, Moody's believes that
conditions could weaken somewhat in the second half. Nevertheless,
Moody's anticipates overall year-on-year improvement.

Ryerson's Caa1 corporate family rating (CFR) reflects the
company's high, although improving leverage, low profit margins
compared to other rated metal service centers, and the cyclicality
and competitiveness of the metals distribution industry. The
ratings positively reflect the company's size and scale,
geographic, product and customer diversification, modest capex
spending, adequate liquidity, and the countercyclical nature of
its working capital investment, which is a source of cash during
economic downturns.

Ryerson's performance may have the potential to improve as a
result of the company's reorganization plan and strategic efforts
to enhance its profitability, which include shifting towards
higher margin products, generating a larger proportion of
transactional versus contractual business, various cost control
initiatives, and further decentralization of operations. However,
such change, if successful, would not transpire imminently, but
would rather occur gradually, over a longer time horizon.

Ryerson's outlook or ratings could be positively impacted by a
marked and sustainable improvement in operating margins and
material debt reduction while maintaining effective working
capital management and adequate liquidity. The rating is
constrained by the company's leverage, and could favorably be
impacted should the company sustain debt-to-EBITDA below 7.0x and
(EBITDA less capital expenditures)/debt of at least 1.5x.

Ryerson's outlook or ratings may be lowered if metal markets and
macroeconomic conditions experience a material weakening, leverage
as measured by the debt/EBITDA ratio rises above 10.0x or (EBITDA
less capital expenditures)/debt is less than 0.75x. The outlook or
ratings could also be negatively impacted by an erosion of
Ryerson's liquidity, debt-financed acquisitions, or further
shareholder distributions.

The principal methodology used in rating Ryerson Holding
Corporation was the Global Distribution & Supply Chain Services
Industry Methodology published in November 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.

Ryerson Holding Corporation, through its subsidiary Ryerson Inc.,
is the second largest metals service center company in North
America, with approximately 100 locations in the U.S., Canada, and
Mexico, seven locations in China and one location in Brazil.
Ryerson provides a full line of carbon, stainless and alloy steels
and aluminum, and a limited line of nickel and red metals. It has
over 40,000 customers and sells to a broad mix of end markets.
Ryerson is owned primarily by Platinum Equity. In 2011 the company
generated $4.7 billion in net sales.


SEARS HOLDINGS: Incurs $3.1 Billion Net Loss in Fiscal 2012
-----------------------------------------------------------
Sears Holdings Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $3.14 billion on $41.56 million of merchandise sales
and services in 2011, compared with net income of $150 million on
$42.66 billion of merchandise sales and services in 2010.

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.

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

                       http://is.gd/KSutqX

                       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.

                         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.


SNOKIST GROWERS: Sale Process Extended by 45 Days
-------------------------------------------------
Mai Hoang, writing for Yakima Herald-Republic, reports that the
U.S. Bankruptcy Court granted a 45-day extension in the bidding
process for the assets of Snokist Growers on Friday, giving Salem,
Oregon-based Truitt Brothers Inc. additional time to secure
financing for its nearly $42.5 million offer.

According to the report, Snokist will need to submit a new bid
process by March 26.

Ms. Hoang previously reported that that Truitt Brothers suffered a
setback on March 12, 2012, when it was unable to secure financing.
Obtaining financing was one of several requirements Truitt
Brothers had to fulfill in order to secure its bid.  Truitt
Brothers' bid would pay off much of Snokist's debt and enable the
firm to relocate its pear-canning operations from Salem to the
Snokist facilities in Yakima.

In a status update filed with the court, Snokist attorney Roger
Bailey, Esq., said the large bid amount made it difficult for
Truitt Brothers to secure financing within the required time
period.

Qualified bids were originally due March 14 and the Bankruptcy
Court was slated to consider the offers on March 16.

According to the report, the only official bid came from San
Francisco-based Del Monte Corp., which submitted a joint offer of
about $42.5 million with Lodi, Calif., food processor Pacific
Coast Producers.

The report says Judge Frank Kurtz made his decision to extend the
process after listening to more than five hours of testimony.
Judge Kurtz said both offers were legitimate, but ultimately the
Del Monte offer was "less favorable" than that of Truitt Brothers.

The report notes attorneys for Del Monte argued Friday that
accepting its bid would enable a quick resolution for creditors as
it was an all-cash offer with no contingencies.  Giving Truitt
Brothers additional time to secure financing would generate more
costs for the bankruptcy and Snokist's operations, leaving
creditors worse off, Del Monte attorney Todd A. Feinsmith said
during the hearing.  Mr. Feinsmith -- feinsmitht@pepperlaw.com --
is with Pepper Hamilton.

The report notes Truitt Brothers' attorney Kevin O'Rourke argued
the company's offer includes items that the Del Monte bid does
not, including plans to continue operating Snokist facilities (the
company wants to move its pear canning operations from Salem to
Yakima), the acquisition of unexpired leases and funds for
unsecured creditors, namely Snokist growers.  Del Monte's offer,
Mr. O'Rourke claims, does not include plans to pay unsecured
creditors and may not even be enough to pay secured creditors in
full.

The report says secured creditors, including Rabo AgriFinance and
KeyBank, however, backed Del Monte, as a cash offer would ensure
payment sooner.

The report notes unsecured creditors supported the Truitt Brothers
offer.

According to the report, Del Monte attorney's Mr. Feinsmith said
during the hearing that it was unclear whether the company would
be interested in holding such a position or what the bid's status
would be after 45 days.

                      About Snokist Growers

Headquartered in Yakima, Washington Snokist Growers --
http://www.snokist.com/-- is a century-old cooperative of fruit
growers.  Snokist provides fresh and processed pears, apples,
cherries, plums, and nectarines.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor scheduled $69,567,846 in assets and
$73,392,906 in liabilities.  The petition was signed by Jim Davis,
president.

Counsel for lender Rabo AgriFinance, as agent for itself and
KeyBank, is James Ray Streinz, Esq. -- rays@mcewengisvold.com --
at McEwen Gisvold, LLP.  Counsel for KeyBank National Association
is Bruce W. Leaverton, Esq., at Lane Powell, P.C., in Seattle.

Robert D. Miller Jr., the United States Trustee for Region 14,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Snokist Growers.  The
Committee is represented by Metiner G. Kimel, Esq., at Kimel Law
Offices.

Keybank is represented by Bruce W. Leaverton, Esq., and Tereza
Simonyan, Esq., at Lane Powell PC


SPECTRUM BRANDS: Moody's Rates $275 Million Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service rated Spectrum Brands $275 million
senior unsecured notes B3. Proceeds from the notes will be used to
refinance the 12% subordinated notes. All ratings, including the
B1 Corporate Family Rating, were affirmed. The outlook remains
stable. The 12% subordinated notes will be withdrawn upon close.

"We think this refinancing is beneficial to the credit profile of
Spectrum as it will save them about $13 million a year of
interest," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. "We think Spectrum will initiate up to a $40
million dividend later in the year, as permitted in its credit
agreements," noted Cassidy. "We think this will be driven by its
largest shareholder, Harbinger Group, and will be funded from free
cash flow, but it will reduce the amount available to pay down
debt."

The following rating was assigned:

$275 million senior unsecured notes at B3 (LGD5, 89%);

The following ratings were affirmed/LGD assessments revised:

Corporate Family Rating at B1;

Probability of Default Rating at B1;

$950 million senior secured notes at B1 (LGD3, 46% from 48%);

$750 million senior secured term loan ($535 million outstanding)
at B1 (LGD3, 46% from 48%);

Senior subordinated notes due 2013 at B3 (LGD 5, 89% from 91%);

Speculative grade liquidity rating at SGL 2.

RATINGS RATIONALE

The B1 Corporate Family Rating reflects Spectrum's high, albeit
decreasing, financial leverage at almost 4.5 times and its modest
size with revenues around $3 billion. The highly competitive
industry that Spectrum operates in competing against bigger and
better capitalized companies also constrains the rating.
Spectrum's ratings benefit from its good product diversification
with products ranging from personal care items, to pet food and
small appliances. The shareholder oriented propensity of its
largest shareholder, Harbinger Group, is reflected in the rating.
The rating also reflects the general stability in performance
during the recession and Moody's expectation that credit metrics
will continue improving in the near to mid-term. Spectrum's good
liquidity profile is also reflected in the rating as is its
increasing international penetration. Having around 20% of its
business in Europe is a risk as many European countries are
dealing with economic uncertainty.

The stable outlook reflects Moody's belief that Spectrum's top
line in fiscal 2012 will grow around 3% and its earnings will
continue improving. Additional debt repayment and credit metric
improvement are considered in the outlook. Moody's expectation of
Spectrum initiating up to a $40 million dividend payment is
consistent with a stable outlook.

The rating is unlikely to be upgraded until there is additional
clarity about Harbinger Group. Once some of the uncertainty
resides, the rating could be upgraded if the company consitently
improves its earnings and pays down debt. Key credit metrics
necessary for an upgrade would be debt/EBITDA sustained well below
4 times (currently 4.3 times on a proforma basis) and EBITA
margins in the mid teens. For the debt/ EBITDA upgrade threshold
to be met, EBITDA needs to increase by about $50 million or debt
needs to decrease by around $200 million.

The two biggest risks that could result in a downgrade are
aggressive capital structure moves by Harbinger Group and
excessively high raw material costs that cannot be passed through
to retailers. Key credit metrics driving a downgrade are
debt/EBITDA consistently over 5.5 times and mid single digit
operating margins (currently in the low teens). In order for
debt/EBITDA to rise above 5.5 times, EBITDA would need to decrease
by about $100 million or debt increase by approximately $500
million.

Headquartered in Madison, Wisconsin, Spectrum Brands, Inc., is a
global consumer products company with a diverse product portfolio
including consumer batteries, lawn and garden, electric shaving
and grooming, and household insect control. Sales for the twelve
months ended January 1, 2012 approximated $3.2 billion.


TAVOR HOLDINGS: Foreclosure Action Prompts Bankruptcy
-----------------------------------------------------
Paul Brinkmann, reporter at South Florida Business Journal,
relates Tavor Holdings LLC has filed for Chapter 11 bankruptcy
following a July foreclosure action by one of its lenders and a
plan in August to sell half of its golf course.  The company
estimated both assets and debts of between $1 million and
$10 million.

"Our intention is to restructure our arrangements with creditors
and maximize the value of the property for future sale," the
report quotes Craig Pugatch, Tavor Holdings' bankruptcy attorney,
as saying.  "We believe that the value of the property will
ultimately result in substantial, if not full, payment to
creditors."

According to the report, lender Textron Financial Corp. in July
filed a foreclosure lawsuit against Tavor Holdings, which owns the
233-acre, 36-hole golf course and its clubhouse at 200 Bonaventure
Blvd.  The complaint referenced a $6.3 million mortgage, but the
default was triggered by unpaid real estate taxes.  In August,
Tavor Holdings signed a letter of intent to sell the west half of
the golf course to an undisclosed homebuilder that planned to
build 125 homes there.

The report says the plan was for Tavor Holdings to use some of
the proceeds from that sale to purchase the mortgage from Textron
at a prenegotiated discount.  Tavor's general manager Keith
Clougherty said the company put money into escrow for the property
tax payments while challenging Broward County's assessed value
of the property.

The report notes the bankruptcy petition was signed by manager
Mordechai Boaziz.

Tavor Holdings LLC owns the Bonaventure Country Club in Weston,
Florida.


TAYLOR BEAN: Former Finance Chief Reaches Plea Agreement
--------------------------------------------------------
American Bankruptcy Institute reports that Taylor, Bean & Whitaker
Mortgage Corp.'s former finance chief reached a plea agreement
with federal prosecutors, almost a year after the company's
chairman was found guilty of running a $3 billion fraud.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TBS INTERNATIONAL: Artis Capital No Longer Owns Class A Shares
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Artis Capital Management, L.P., disclosed
that, as of Feb. 7, 2012, it does not beneficially own any Class A
Ordinary Shares of TBS International PLC.  Artis Capital, as
reported by the TCR on Feb. 14, 2012, previously disclosed
beneficial ownership of 1,142,457 Class A shares.  A copy of the
amended filing is available for free at http://is.gd/RtSI5I

                      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.


TENET HEALTHCARE: CFO B. Porter Resigns to Join Fluor Corp.
-----------------------------------------------------------
Biggs C. Porter, Tenet Healthcare Corporation's chief financial
officer since June 2006, will resign effective March 30 to become
chief financial officer of Fluor Corporation.  On an interim basis
and in addition to his current duties, Tenet's President and CEO,
Trevor Fetter, will act as the company's chief financial officer.

"We want to thank Biggs for his impressive contributions to
Tenet's financial performance over the past six years during
critical and challenging times in our economy and industry," said
Trevor Fetter, president and chief executive officer.  "During his
tenure, we grew same hospital revenues by 23.1%, adjusted EBITDA
by 81.5%, and launched our Conifer Health Solutions business.
Looking ahead, I am confident we will find an exceptionally
qualified person to fill the role of CFO and we are fortunate to
have a strong finance team to support our company's strategic
growth plans."

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company reported net income of $94 million on $8.85 billion of
net operating revenues for the year ended Dec. 31, 2011, compared
with net income of $1.15 billion on $8.46 billion of net operating
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $8.46 billion
in total assets, $6.95 billion in total liabilities, $16 million
in redeemable non-controlling interests in equity of consolidated
subsidiaries, and $1.49 billion in total equity.

                           *     *     *

Standard & Poor's Ratings Services said November 2011 the
corporate credit rating on Tenet is 'B' and the outlook is
stable.  "The rating reflects our view of the company's weak
business risk as the benefits of a fairly sizable portfolio of 49
hospitals are undercut by uncertain reimbursement, significant
uncompensated care, weak patient volume trends and concentration
in certain markets, many of which are competitive. We view Tenet's
financial risk profile as aggressive, even though there has been a
recent reduction in debt to EBITDA to 4.5x. This has contributed
to the generation of free cash flow since last year. (For the
latest complete corporate credit rating rationale, see Standard &
Poor's research report on Tenet published July 20, 2011 on Ratings
Direct)," S&P related.

Moody's Investors Service said in November 2011 that Tenet's 'B2'
Corporate Family Rating remains constrained by Moody's expectation
of modest free cash flow generation and continued high geographic
concentration. Furthermore, industry challenges like high bad debt
expense, weak volume trends and changes in mix as commercial
volumes decline, will likely challenge organic growth.  However,
the rating also incorporates Moody's expectation that the company
will continue to see improvements in operating performance, driven
by cost savings initiatives and benefits from capital investment.


TETZLAFF CHIROPRACTIC: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Tetzlaff Chiropractic, Inc.
          dba Whitmore Chiropractic
        2531 E. Whitmore Avenue, Suite L-1
        Ceres, CA 95307

Bankruptcy Case No.: 12-90687

Chapter 11 Petition Date: March 13, 2012

Court: U.S. Bankruptcy Court
       Eastern District of California (Modesto)

Judge: Ronald H. Sargis

Debtor's Counsel: David C. Johnston, Esq.
                  JOHNSTON & JOHNSTON LAW CORP.
                  627 13th Street, Suite E
                  Modesto, CA 95354
                  Tel: (209) 579-1150

Estimated Assets: $0 to $50,000

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Stephen P. Tetzlaff, D.C., president.


THOMAS GROUP: Ceases Operations, To Send Contracts to Ops
---------------------------------------------------------
Thomas Group, Inc. ceased business operations.  In order to best
preserve the value of the Company's assets for the benefit of its
creditors and stockholders, on March 5, 2012, the Company entered
into an Agreement to License Intangible Property with Ops Rules
Partners, LLC, pursuant to which the Company agreed to use its
best efforts to transfer all existing client contracts and
existing proposals for services as well as to license certain
selected confidential information and materials to Ops until Dec.
31, 2013, in exchange for a royalty on revenue received by Ops as
a result of such contracts and proposals as well as its use of
such information and materials.  Further, in order to maximize the
opportunity for Ops to generate revenue from the materials and
information and thus to pay applicable royalties to the Company,
the agreement with Ops authorized it to hire certain employees of
the Company, including Mr. Michael N. Romeri, who resigned his
positions as President and Chief Executive Officer and as a
director of the Company on March 5, 2012 and now serves as
Managing Partner of Ops.  Mr. Romeri and the other Company
employees who resigned to join Ops Rules Partners did not receive
any severance payments from the Company. The Company has
terminated its remaining employees.

The Company has for some time tried to generate new revenue while
also pursuing additional funding as well as other strategic
alternatives. The Company has not been able to generate the needed
additional revenue and has not found a viable strategic
alternative.  Given the Company's financial position and
prospects, particularly in light of its low available cash
balance, a recent lawsuit alleging breach of an equipment lease,
and the Company's other outstanding liabilities, the Board of
Directors of the Company determined that it was in the best
interest of the Company, its creditors and stockholders to cease
operations.

The Agreement with Ops did not include trade names, trademarks,
websites or other tangible and intangible assets of the Company.
The Company now is winding down its operations and the Board of
Directors has authorized filing bankruptcy under Chapter 7 of the
U.S. Bankruptcy Code, if necessary.

As previously publicly disclosed, the Company filed a Form 15 with
the Securities and Exchange Commission on January 3, 2012, to
deregister its common stock under Section 12(g) of the Securities
Exchange Act of 1934.


TRAINOR GLASS: April 10 Hearing on Bid to Use Cash Collateral
-------------------------------------------------------------
Trainor Glass Company is seeking the immediate entry of an interim
order and, after further notice and a hearing, the entry of a
final order authorizing the Debtor to (a) use the cash collateral
in which First Midwest Bank holds an interest; (b) obtain
postpetition credit through debtor in possession financing from
First Midwest; and (c) provide and grant liens, security
interests, superpriority claims and other adequate protection and
relief to First Midwest.

First Midwest has agreed to permit the Debtor to use Cash
Collateral and DIP Financing solely in accordance with a budget.
The Debtor intends to use Cash Collateral and, to the extent
needed, the DIP Financing to pay for the costs of (a) preservation
and orderly liquidation of Debtor's assets, and (b) administration
of the Debtor's chapter 11 case, including attorneys' fees,
consultant's fees and U.S. Trustee's fees.  The parties have
agreed upon an initial budget for nine weeks.

First Midwest has also agreed to allow the Debtor to use a portion
of its Cash Collateral to pay for the pre-petition wages due
Debtor's former non-insider employees, to the extent entitled to
priority under section 507(a)(4) of the Bankruptcy Code, and
related payroll obligations in an amount not to exceed $494,000.

As of the Petition Date, the Debtor owes the Bank not less than
$34,059,905.  Substantially all of the Debtor's assets are
encumbered by First Midwest's liens.

Under the DIP facility, the maximum principal amount of
Postpetition Debt outstanding will not at any time exceed
$300,000.  The DIP Loan will incur 9% per annum.

First Midwest has agreed to a Carveout of its collateral of the
amounts set forth in the Budget for all U.S. Trustee fees and the
fees and expenses awarded by the Court to Arnstein & Lehr LLP, the
Debtor's bankruptcy counsel, High Ridge Partners, Inc., the
Debtor's consultant, and any professionals authorized by the
Bankruptcy Court to be retained by the Committee, if one is
appointed in this case.

Counsel for First Midwest Bank is:

          Geoffrey S. Goodman, Esq.
          FOLEY & LARDNER LLP
          321 N. Clark Street, Suite 2800
          Chicago, IL 60610
          Fax: 312-832-4700
          E-mail: ggoodman@foley.com

Penny Stacey at the USGlass News Network, citing court documents,
reports that a hearing on Trainor Glass' request to use cash
collateral has been continued to April 10.  The hearing originally
was scheduled for March 15.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
The Hon. Carol A. Doyle oversees the case.  David A. Golin, Esq.,
Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at Arnstein &
Lehr LLP, serve as the Debtor's counsel.  The Debtor estimated
both assets and debts of between $50 million and $100 million.

Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.


TRIUS THERAPEUTICS: Incurs $18.2 Million Net Loss in 2011
---------------------------------------------------------
Trius Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $18.25 million on $41.01 million of total revenues in
2011, following a net loss of $23.86 million on $8.03 million of
total revenues in 2010.  Net loss in 2009 was $22.68 million.

The Company's balance sheet at Dec. 31, 2011, showed
$68.12 million in total assets, $18.23 million in total
liabilities, all current, and $49.89 million in total
stockholders' equity.

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

                       http://is.gd/ldvEYs

                     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.

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said it has incurred losses since its inception and it anticipates
that it will continue to incur losses for the foreseeable future.
As of December 31, 2011, the Company had an accumulated deficit of
$95.4 million.  The Company has funded, and plan to continue to
fund, its operations from the sale of securities, through research
funding and from collaboration and license payments, including
payments under the Bayer collaboration.  However, the Company has
generated no revenues from product sales to date.


TRIUS THERAPEUTICS: Files Form S-8; Registers 914,000 Shares
------------------------------------------------------------
Trius Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registering a total of $914,000
shares of common stock issuable under the Company's 2010 Equity
Incentive Plan and Amended and Restated 2010 Non-Employee
Directors' Stock Option Plan.  The proposed maximum aggregate
offering price is $4.52 million.  A copy of the Form S-8 is
available for free at http://is.gd/CobFRB

                     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.

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said it has incurred losses since its inception and it anticipates
that it will continue to incur losses for the foreseeable future.
As of December 31, 2011, the Company had an accumulated deficit of
$95.4 million.  The Company has funded, and plan to continue to
fund, its operations from the sale of securities, through research
funding and from collaboration and license payments, including
payments under the Bayer collaboration.  However, the Company has
generated no revenues from product sales to date.

The Company reported a net loss of $18.25 million on $41.01
million of total revenues in 2011, a net loss of $23.86 million on
$8.03 million of total revenues in 2010, and a net loss of $22.68
million on $5.01 million of total revenues in 2009.

The Company's balance sheet at Dec. 31, 2011, showed
$68.12 million in total assets, $18.23 million in total
liabilities, all current, and $49.89 million in total
stockholders' equity.


THERMOENERGY CORP: Francis Howard Discloses 6.6% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Francis Howard disclosed that, as of Jan. 10, 2012, he
beneficially owns 6,000,000 shares of common stock of ThermoEnergy
Corporation, which represents 6.6% of the shares outstanding.  A
copy of the filing is available for free at http://is.gd/TJHQAu

                  About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

As reported by the TCR on April 7, 2011, Kemp & Company, a
Professional Association, in Little Rock, Arkansas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses since inception and will require
substantial capital to continue commercialization of the
Company's technologies and to fund the Companies liabilities.

The Company reported a net loss of $9.85 million on $2.87 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $12.98 million on $4.01 million of revenue during the
prior year.

The Company also reported a net loss of $11.87 million on $3.57
million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $8.49 million on $2.05 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.27
million in total assets, $11.09 million in total liabilities and a
$6.81 million total stockholders' deficiency.


UNITED ENERGY: Owners Down to 451; Reports with SEC Suspended
-------------------------------------------------------------
United Energy Corp. filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its common stock, par value $.01 per share.
Pursuant to Rule 12g-4, the Company is suspending reporting
because there are currently less than 500 holders of record of the
common shares.  There were only 451 holders of the common shares
as of March 13, 2012.

                        About United Energy

United Energy Corp. -- http://www.unitedenergycorp.net/--
develops and distributes environmentally friendly specialty
chemical products with applications in several industries and
markets.

Through its wholly owned subsidiary, Green Globe Industries, Inc.,
the Company provides the U.S. military with a variety of solvents,
paint strippers and cleaners under its trade name "Qualchem."  The
Company is headquartered in Secaucus, New Jersey.

The Company's balance sheet at Sept. 30, 2010, showed
$1.02 million in total assets, $1.08 million in total liabilities,
all current, and a stockholders' deficit of $69,308.

As reported in the Troubled Company Reporter on July 20, 2010,
Jewett, Schwartz, Wolfe & Associates, in Hollywood, Fla.,
expressed substantial doubt about the Company's ability to
continue as a going concern, following the Company's results for
the fiscal year ended March 31, 2010.  The independent auditors
noted that the Company has operating and liquidity concerns, and
has incurred net losses of $23.55 million as of March 31, 2010.


UNITED RETAIL: Inks With Creditors Deal Over Stalking Horse Bid
---------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that United Retail Group
Inc. on Thursday reached a handshake deal with unsecured creditors
to end their challenge of would-be buyer Versa Capital Management
LLC's possible $12.5 million credit bid on the debtor in a New
York bankruptcy court.

According to Law360, the official committee of unsecured creditors
had filed the adversary complaint Monday, saying the $12.5 million
figure was in fact an unsecured claim that is subject to taxes and
other restrictions that reduce the allowable recovery amount to
zero.

As reported in the Troubled Company Reporter on March 15, 2012,
the creditors' committee for United Retail Group Inc. arranged a
court hearing March 15 where they will ask the bankruptcy judge to
preclude an affiliate of Versa Capital Management LLC from buying
the company with debt acquired from the owner Redcats USA Inc. or
affiliates.

                     About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.




USEC INC: Incurs $540.7 Million Net Loss in Full Year 2011
----------------------------------------------------------
USEC Inc. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of
$540.70 million on $1.67 billion of total revenue for the year
ended Dec. 31, 2011, compared with net income of $7.50 million on
$2.03 billion of total revenue during the prior year.

The Company reported a net loss of $496 million on $462.40 million
of total revenue for the three months ended Dec. 31, 2011,
compared with net income of $9 million on $666.40 million of total
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $3.54 billion
in total assets, $2.79 billion in total liabilities and $752.40
million in total stockholders' equity.

"Throughout 2011, USEC worked diligently to overcome a number of
significant challenges facing the Company," said John K. Welch,
USEC president and chief executive officer.  "Despite the lack of
a conditional commitment for a loan guarantee, DOE's proposal to
share costs in a two-year research, development and demonstration
program reflects the importance the U.S. government places on
having a source of domestic uranium enrichment."

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

                         http://is.gd/3oferq

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

                           *     *     *

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.


WASHINGTON MUTUAL: Seeks Court Approval of Compromise Settlement
----------------------------------------------------------------
BankruptcyData.com reports that Washington Mutual Inc. filed with
the U.S. Bankruptcy Court a motion to approve a compromise, under
Rule 9019, by and among Washington Mutual, JPMorgan Chase Bank and
U.S. Bank National Association resolving an adversary proceeding
and related proofs of claim.

BankruptcyData.com relates that the motion explains, "As a result
of entering into the Stipulation, WMI's estate will not avoid
incurring any additional expenses of litigating the Union Bank
Action and Union Bank Claims in court. Moreover, the Stipulation
provides for, among other things, the monetization of the assets
of the HFA Trusts and conversion of such assets into cash for the
benefit of WMI's estate, ensuring that such funds are readily
available for distribution to WMI's creditors."

The Court scheduled an April 17, 2012 hearing to consider the
motion.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent $232.8
million on bankruptcy professionals since filing its Chapter 11
case in September 2008.


WASHINGTON MUTUAL: Sues 12 Insurers Over D&O Coverage Claims
------------------------------------------------------------
Steven Melendez at Bankruptcy Law360 reports that Washington
Mutual Inc. sued XL Specialty Insurance Co. and 11 other insurers
Thursday for coverage of claims against WaMu directors and
officers over an allegedly improper $500 million transfer to a
bank subsidiary shortly before WaMu's 2008 Chapter 11 filing.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent $232.8
million on bankruptcy professionals since filing its Chapter 11
case in September 2008.


WASHINGTON MUTUAL: Signs Liquidating Trust Pact with W. Kosturos
----------------------------------------------------------------
Washington Mutual, Inc., and the Company's wholly-owned
subsidiary, WMI Investment Corp., entered into a liquidating trust
agreement with William C. Kosturos, as the liquidating trustee,
and CSC Trust Company of Delaware, as the Delaware resident
trustee.  As previously disclosed, William C. Kosturos is also the
Chief Restructuring Officer of the Company, and is the President &
Chief Operating Officer of Investment.

The Agreement provides for the creation of a liquidating trust
that will have an initial term of three years, subject to
extension for up to an additional three years with the approval of
the United States Bankruptcy Court for the District of Delaware.

On or shortly after the effective date of the Plan, certain of the
Debtors' assets will be transferred to the WMI Liquidating Trust
pursuant to the Plan for the benefit of certain holders of claims
against, or equity interests in, the Debtors.  Those claim and
equity interest holders will be issued beneficial interests in the
WMI Liquidating Trust in exchange for their claims against, or
equity interests in, the Debtors.  The Agreement provides that the
Liquidating Trust Interests are not transferable except by will,
intestate succession or operation of law.  Pursuant to the
Agreement, the Liquidating Trustee will be responsible for
liquidating, converting to cash and distributing the Liquidating
Trust Assets to the Liquidating Trust Beneficiaries in accordance
with the terms of the Agreement.  The WMI Liquidating Trust will
not continue, nor engage in at any time, the conduct of any trade
or business other than the liquidation and distribution of the
Liquidating Trust Assets, and is intended to qualify as a
"liquidating trust" for federal income tax purposes.

The proceeds that are obtained from the liquidation of the
Liquidating Trust Assets will be distributed to the Liquidating
Trust Beneficiaries in accordance with the distribution procedures
and priorities set forth in the Agreement.  These distribution
procedures include a reserve mechanism to allow for the resolution
of claims that are disputed, in whole or in part, as of the
Effective Date and the issuance of Liquidating Trust Interests and
Runoff Notes in respect thereof if and when those claims are
allowed.

The Trust Agreement also provides for the establishment of a
subcommittee of the Trust Advisory Board which will oversee the
prosecution of certain claims and the defense of Junior Disputed
Claims.

The majority of the Liquidating Trust Assets is expected to
consist of tax refunds and accumulated interest on those refunds,
cash held in the Liquidating Trust Claims Reserve, and Runoff
Notes.

A copy of the Liquidating Trust Agreement is available at:

                       http://is.gd/GbwfwT

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent $232.8
million on bankruptcy professionals since filing its Chapter 11
case in September 2008.


WASHINGTON MUTUAL: Deregisters Unsold Securities
------------------------------------------------
Washington Mutual, Inc., filed with the U.S. Securities and
Exchange Commission post-effective amendments to its registration
statements deregister all securities registered but not sold.

On Feb. 23, 2012, the Bankruptcy Court entered an order confirming
the Debtors' Seventh Amended Joint Plan of Reorganization.  As
contemplated by the Plan, all existing securities and agreements
evidencing an equity interest of the Debtors will be cancelled as
of the effective date of the Plan.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators. The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns
100% of the equity in WMI Investment. When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695. WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP. The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee. The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent $232.8
million on bankruptcy professionals since filing its Chapter 11
case in September 2008.

Washington Mutual, Inc. disclosed that Judge Mary Walrath at a
hearing Feb. 17 said she will approve WaMu's reorganization plan,
thus concluding the three and one-half year-old bankruptcy.

The Plan is based on a global settlement intended to remove almost
all opposition to the reorganization and remedy defects the judge
identified in September.  The plan is designed to distribute
$7 billion.  Under the reorganization plan, WaMu will establish a
liquidating  trust to make distributions to parties-in-interest on
account of their allowed claims.


* Fed Says 15 of 19 Banks Have Adequate Capital in Stress Scenario
------------------------------------------------------------------
American Bankruptcy Institute reports that the Federal Reserve
said that 15 of the 19 largest U.S. banks could maintain adequate
capital levels even in a recession scenario in which they continue
paying dividends and buy back stock.


* Moody's Releases Outlook Reports for Asset Management Sector
--------------------------------------------------------------
In four new industry outlooks, Moody's Investors Service reviews
2011 and provides its outlook for asset managers, money market
funds, leveraged closed-end funds and bond funds. The rating
agency maintains a stable outlook on asset managers, money market
funds and closed-end funds, and has changed the outlook on bond
funds to negative.

Asset Managers

Asset managers remained resilient in 2011. Firms controlled
discretionary spending in the face of fluctuations in assets under
management, fees and client flows, which helped support their
margins, as did their conservative approach to liquidity and
leverage management. Nevertheless, Moody's expects 2012 to be
another volatile year for asset managers, with depressed global
growth and economic uncertainty continuing to weigh on results.

"Disappointing returns and relatively high fees on actively
managed products are causing investors to reconsider their
allocations," says Vice President Neal Epstein. "Well-diversified
managers that can field alternative and passive products will have
competitive advantages in the year ahead." He notes also that
mergers and acquisitions could provide credit positive
opportunities in this sector.

Money Market Funds

Money market funds weathered tough conditions last year and are
expected to face challenging conditions again in 2012. Challenges
include credit and market risks, a shrinking supply of eligible
securities, historically low interest rates and the prospect of
regulatory reform that may transform the sector into a floating-
NAV product and/or impose capital requirements.

"In 2012 high levels of liquidity, reduced exposure to European
banks and increased investment in US government and Aaa-rated
European government issues, as well as shorter maturities and
active portfolio management should in most cases continue to
mitigate money fund credit and market risks," says Senior Vice
President Henry Shilling. "These factors support our stable
outlook for money funds generally, and for prime and tax-free
funds in particular."

But these investment vehicles are not entirely insulated from
rapidly changing market conditions, Shilling notes. Thus in the
current environment Moody's continues to closely monitor
portfolios to assess their risk profiles, liquidity positions and
fund flows for unusual redemption activity, as well as managers'
risk mitigation efforts.

Closed-End Funds

For leveraged closed-end funds, asset coverage improved in 2011 as
leverage remained constant and asset values strengthened.
Municipal assets were up on average 10.5% and overall defaults
remained low due to higher revenues amid fiscal restraint on the
part of local and state governments. Municipal bonds also
benefited from low long-term interest rates. ARPS refinancing
picked up in the latter half of the year, with new instruments
gaining acceptance as refinancing alternatives.

"Fundamentals show positive trends," says analyst Deven Kapoor.
"Equity cushions have improved to near or above pre-crisis levels,
IPO activity continues and the refinancing of ARPS has
accelerated." Kapoor notes however that challenges do remain,
these relating mainly to the form and the structure of leverage,
which have changed dramatically over the past four years.

Bond Funds

The outlook on bond funds is negative due to deteriorating
fundamental credit conditions. "Bond funds' creditworthiness will
come under pressure from the weakening macro environment and
deteriorating sovereign and bank creditworthiness," says Vice
President Vanessa Robert. "And prices are likely to remain
volatile as a confluence of risk factors, including the changing
economic outlook, political developments and deteriorating credit
quality, causes swings in market sentiment."

In 2011, bond funds benefited from another year of capital inflows
and rising assets under management in 2011. Increased market
volatility in the second half of the year saw investors seeking
safer credits, and continuing low interest rates boosted demand.
In 2012, assets under management are expected to remain solid,
with continued investment in fixed-income investments amid global
economic uncertainties and accommodative monetary policies.

The reports are titled "Asset Management Sector: 2012 Outlook and
2011 Review," "Money Market Funds: 2012 Outlook and 2011 Review,"
"Closed-End Funds: 2012 Outlook and 2011 Review" and "Bond Funds:
2012 Outlook and 2011 Review," and are available on moodys.com.


* Moody's Says Sluggish Economy Hits US Life Insurers' Results
--------------------------------------------------------------
Most publicly traded US life insurers reported modestly higher
operating earnings in the fourth quarter of 2011 than in the same
period a year ago, Moody's Investors Service says in a new report.
Net income, however, was down slightly on the same comparison,
though on a full-year basis the industry posted gains on both
measures.

"The sluggish economy, high equity market volatility and low
interest rates continued to constrain life insurers' earnings in
2011," says Vice President and co-author of the report Ann Perry,
"and we expect these macro factors to continue to affect their
results this year." Without the income generated by two large
acquisitions, she notes, operating earnings would have been flat
in the final quarter of 2011.

Credit impairments continued to decline in 2011, to $5.2 billion
from $5.5 billion in 2010. Excluding outlier Aflac, industry
impairments as a percentage of cash and invested assets declined
even further, to 17 basis points from 29 basis points in 2010.
That result is in line with expectations, Perry says, noting that
US life insurers' impairments on their European investments are
expected to be modest, given their limited exposure to troubled
banks and sovereigns.

Although variable annuity sales were up 19% for the full-year
2011, they too were down in aggregate in the fourth quarter, with
only two firms reporting increases. "Volatility in the equity
markets likely is dampening customer appetite," Perry says, "while
most companies continue to de-risk these products by increasing
prices and reducing benefits, in so doing making them less
attractive to customers."

And while fixed annuity sales grew 13% in 2011, nearly all of this
growth was due to AIG's return to the market, particularly in the
first half of the year. In the second half the effect of low
interest rates was again apparent, with sales declining by 17% in
the fourth quarter over the third. Aggregate individual life sales
rose 9% in 2011, showing strong quarter-over-quarter growth,
though some of this may have been driven by agents' expectations
of price increases in 2012.

US life insurers' capitalization remained strong last year, though
down slightly on 2010 levels. "We expect risk-based capital ratios
to continue to decline as companies seek to improve returns though
dividend increases and share buybacks," Perry says. "And provided
declines are gradual and sufficient capital is on hand to handle a
more stressful economic scenario, these actions are unlikely to
affect firms' ratings."

The report is titled "US Life Insurers' Q4 2011 Results Mixed; Low
Interest Rates Continue to Pressure Industry" and is available on
moodys.com.


* Moody's Says US Securitization Credit Risk Rising
---------------------------------------------------
Relaxed underwriting standards, more complex structures and the
entrance of new untested market participants have led to an
increase in credit risk for US securitizations, according to a new
report from Moody's Investors Service. While the riskiness of
securitizations is still low compared to the level it reached in
what is now generally considered the bubble years of 2006 and
2007, the signs of credit easing in originations are evident in a
number of asset classes that have traditionally backed
securitizations: autos, credit cards, and commercial and
residential property.

"While this increased risk is not unusual for this phase of the
credit cycle, investor protections built into transactions must
keep pace with these developments," says Moody's Managing Director
Claire Robinson. "In some instances, that increased risk has not
been adequately mitigated to support the high credit ratings that
securitization sponsors desire."

Another sign of a relaxation from the extremely tight credit
conditions that prevailed in the years following the crisis is the
appearance in the structured market of new non-investment grade
issuers, new non-prime asset classes, and new financial backers.

"These developments indicate that a more robust securitization
market is emerging, with investors more willing to fund non-
traditional assets and issuers," says Moody's Robinson. "Not all
of these transactions will merit top Moody's ratings, however. We
expect that we may assign more low to mid-investment-grade ratings
to these non-traditional transactions."

If inadequately mitigated, some structural features that have
appeared in securitizations since 2009 also represent increased
risk to investors.

"Some of the smaller, less well capitalized entities lack the
ability to honor the representations and warranties protections
investors rely upon," adds Moody's Robinson. "Others lack a record
of providing solid servicing, or they lack comprehensive reporting
procedures and back-up plans, all of which protect investors in
the event of originator or servicer bankruptcy."


* BOND PRICING -- For Week From March 12 - 16, 2012
---------------------------------------------------

  Company           Coupon   Maturity  Bid Price
  -------           ------   --------  ---------
AMBAC INC            9.375   8/1/2011  14.200
AMBAC INC            9.500  2/15/2021  15.610
AMBAC INC            7.500   5/1/2023  14.130
AMBAC INC            6.150   2/7/2087   1.020
AES EASTERN ENER     9.000   1/2/2017  22.500
AGY HOLDING COR     11.000 11/15/2014  35.000
AHERN RENTALS        9.250  8/15/2013  56.000
AMER GENL FIN        4.000  4/15/2012  97.000
AMR CORP             9.000   8/1/2012  40.000
AM AIRLN PT TRST    10.180   1/2/2013  67.875
AM AIRLN PT TRST     9.730  9/29/2014  30.750
AMR CORP             6.250 10/15/2014  40.500
AM AIRLN PT TRST     7.379  5/23/2016  31.000
AMR CORP            10.290   3/8/2021  19.100
AMR CORP            10.000  4/15/2021  23.000
AMERICAN ORIENT      5.000  7/15/2015  45.059
AQUILEX HOLDINGS    11.125 12/15/2016  40.000
MCDONNELL DOUG       9.750   4/1/2012 100.320
BROADVIEW NETWRK    11.375   9/1/2012  88.050
BRY-CALL04/12        8.250  11/1/2016 103.900
CVA-CALL03/12        1.000   2/1/2027  99.750
DELTA AIR 1992B1     9.375  9/11/2017  26.625
DELTA AIR 1993A1     9.875  4/30/2049  20.500
DIRECTBUY HLDG      12.000   2/1/2017  23.000
DELTA PETROLEUM      3.750   5/1/2037  60.000
DUNE ENERGY INC     10.500   6/1/2012  93.000
EASTMAN KODAK CO     7.250 11/15/2013  29.000
EASTMAN KODAK CO     7.000   4/1/2017  28.125
EASTMAN KODAK CO     9.950   7/1/2018  29.200
ENERGY CONVERS       3.000  6/15/2013  51.500
EVERGREEN SOLAR     13.000  4/15/2015  50.000
FIRST METRO          6.900  1/15/2019  15.000
FIBERTOWER CORP      9.000 11/15/2012  21.100
GLB AVTN HLDG IN    14.000  8/15/2013  30.000
GMX RESOURCES        5.000   2/1/2013  67.460
GMX RESOURCES        5.000   2/1/2013  65.250
GLOBALSTAR INC       5.750   4/1/2028  55.500
HAWKER BEECHCRAF     8.500   4/1/2015  15.000
HAWKER BEECHCRAF     9.750   4/1/2017   7.600
ELEC DATA SYSTEM     3.875  7/15/2023  93.060
HORIZON LINES        6.000  4/15/2017  30.000
KELLWOOD CO          7.625 10/15/2017  30.704
LEHMAN BROS HLDG     6.000  7/19/2012  27.600
LEHMAN BROS HLDG     5.000  1/22/2013  26.680
LEHMAN BROS HLDG     5.625  1/24/2013  28.938
LEHMAN BROS HLDG     5.100  1/28/2013  25.630
LEHMAN BROS HLDG     5.000  2/11/2013  26.700
LEHMAN BROS HLDG     4.800  2/27/2013  26.000
LEHMAN BROS HLDG     4.700   3/6/2013  26.500
LEHMAN BROS HLDG     5.000  3/27/2013  26.010
LEHMAN BROS HLDG     5.750  5/17/2013  28.875
LEHMAN BROS HLDG     0.450 12/27/2013  27.375
LEHMAN BROS HLDG     5.250  1/30/2014  27.625
LEHMAN BROS HLDG     4.800  3/13/2014  29.000
LEHMAN BROS HLDG     5.000   8/3/2014  25.500
LEHMAN BROS HLDG     6.200  9/26/2014  29.375
LEHMAN BROS HLDG     5.150   2/4/2015  25.500
LEHMAN BROS HLDG     5.250  2/11/2015  27.000
LEHMAN BROS HLDG     8.800   3/1/2015  26.028
LEHMAN BROS HLDG     8.500   8/1/2015  26.550
LEHMAN BROS HLDG     5.000   8/5/2015  25.630
LEHMAN BROS HLDG     7.000 12/18/2015  27.000
LEHMAN BROS HLDG     5.500   4/4/2016  29.125
LEHMAN BROS HLDG     8.920  2/16/2017  26.000
LEHMAN BROS HLDG     5.875 11/15/2017  26.000
LEHMAN BROS HLDG     8.050  1/15/2019  26.025
LEHMAN BROS HLDG    11.000  6/22/2022  26.000
LEHMAN BROS HLDG    11.000  7/18/2022  26.500
LEHMAN BROS HLDG    11.500  9/26/2022  25.750
LEHMAN BROS HLDG    18.000  7/14/2023  26.250
LEHMAN BROS INC      7.500   8/1/2026   3.000
LEHMAN BROS HLDG    11.000  3/17/2028  26.510
LIFECARE HOLDING     9.250  8/15/2013  65.000
MASHANTUCKET PEQ     8.500 11/15/2015   5.025
MF GLOBAL HLDGS      6.250   8/8/2016  35.500
MF GLOBAL LTD        9.000  6/20/2038  34.250
M/I HOMES INC        6.875   4/1/2012  99.000
MANNKIND CORP        3.750 12/15/2013  55.625
NEBRASKA BOOK CO     8.625  3/15/2012   1.500
PMI GROUP INC        6.000  9/15/2016  24.100
PENSON WORLDWIDE     8.000   6/1/2014  38.379
POWERWAVE TECH       3.875  10/1/2027  39.444
POWERWAVE TECH       3.875  10/1/2027  41.500
RAD-CALL03/12        8.625   3/1/2015 102.160
REDDY ICE CORP      13.250  11/1/2015  48.410
REAL MEX RESTAUR    14.000   1/1/2013  46.000
RESIDENTIAL CAP      6.500   6/1/2012  99.719
RESIDENTIAL CAP      8.500  4/17/2013  58.000
RESIDENTIAL CAP      6.875  6/30/2015  40.250
THORNBURG MTG        8.000  5/15/2013  10.030
THQ INC              5.000  8/15/2014  49.250
TOUSA INC            9.000   7/1/2010  12.967
TOUSA INC            9.000   7/1/2010  12.250
TRAVELPORT LLC      11.875   9/1/2016  36.625
TRAVELPORT LLC      11.875   9/1/2016  39.250
TIMES MIRROR CO      7.250   3/1/2013  42.500
MOHEGAN GAMING       8.000   4/1/2012  95.500
TEXAS COMP/TCEH      7.000  3/15/2013  35.100
TEXAS COMP/TCEH     10.250  11/1/2015  23.500
TEXAS COMP/TCEH     10.250  11/1/2015  25.000
TEXAS COMP/TCEH     10.250  11/1/2015  25.267
TEXAS COMP/TCEH     15.000   4/1/2021  41.000
WASH MUT BANK FA     5.650  8/15/2014   0.500



                            *********

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
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $775 for 6 months delivered via e-
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are $25 each.  For subscription information, contact Christopher
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                  *** End of Transmission ***