TCR_Public/120326.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 26, 2012, Vol. 16, No. 85

                            Headlines

4KIDS ENTERTAINMENT: Posts $17.1 Million Net Loss in 2011
ACCESS PHARMACEUTICALS: Incurs $2.5 Million Net Loss in 2011
AIRTOUCH COMMUNICATIONS: Accumulated Losses Prompt Going Concern
ALLIED DEFENSE: Has $44.3 Million Net Assets on Liquidation
ALION SCIENCE: Terminates Offerings Under ESOP

ALTEGRITY INC: Loan Amendment Request No Impact on Moody's B3 CFR
ALTER COMMUNICATIONS: Five Investors Express Offer to Buy Assets
AMBASSADORS INT'L: Charles Stanziale Jr. Appointed Ch. 7 Trustee
AMN HEALTHCARE: Moody's Rates $250-Mil. Credit Facilities 'Ba2'
AMSTED INDUSTRIES: Moody's Affirms 'Ba3' CFR; Outlook Positive

APPLETON PAPERS: Incurs $2.1 Million Net Loss in 2011
ASSOCIATED ESTATES: Moody's Affirms '(P)Ba3' Pref. Stock Rating
ATLANTIC BROADBAND: Moody's Cuts Corporate Family Rating to 'B2'
ATLANTIC BROADBAND: S&P Affirms 'B+' Corporate Credit Rating
AVENTINE RENEWABLE: SVP Ben Borgen Resigns From All Positions

AVISTAR COMMUNICATIONS: Incurs $6.4 Million Net Loss in 2011
BEACON POWER: U.S. Govt. Objects to Brown Rudnick's Fee Request
BOART LONGYEAR: Moody's Changes Outlook on 'Ba2' CFR to Positive
BRAINY BRANDS: John Benfield Resigns; Paul Harrison Elected CEO
BRAINY BRANDS: Issues $114,000 Promissory Notes to Investors

CALYPTE BIOMEDICAL: Incurs $693,000 Net Loss in 2011
CENGAGE LEARNING: Moody's Rates Sr. Sec. Extended Term Loan 'B2'
CHARLES STREET: Files for Bankruptcy to Block Bank's Auction Plan
CHRIST HOSPITAL: Bidders Told to Revise Offers
CIMAREX ENERGY: Moody's Rates New $650MM Unsecured Notes 'Ba1'

CIMAREX ENERGY: S&P Rates New $650MM Senior Unsecured Notes 'BB+'
CLAIRE'S STORES: Reports $39.5 Million Net Income in 4th Quarter
CNH GLOBAL: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Stable
COLONIAL BANK: S&P Cuts $280-Mil. Subordinated Debt Rating to 'D'
CONVERTED ORGANICS: Agrees to Issue Additional Shares to IMF

CONVERTED ORGANICS: Has 17.3 Million Outstanding Common Shares
CRYOPORT INC: Form S-1 Filed for 57.3 Million Shares
CYBEX INTERNATIONAL: Reports $34.2 Million Net Income in 2011
CYBEX INTERNATIONAL: Borrows Additional $8.1 Million from RBS
DELILAH WINDER: Creditors Want Case Converted to Chapter 7

DELPHI CORP: Withdraws Injunction Plea vs. Metaldyne Trustee
DELPHI CORP: Group Wants GM/Delphi Pension Acts Rectified
DELTA PETROLEUM: Wants Bidders Allowed to Buy Stock and Assets
DETROIT, MI: Fitch Lowers Rating on $553MM ULTGO Bonds to Low-B
DEX ONE: Completes Bank Debt Repurchases; To Retire $142MM Debt

DOLLAR GENERAL: Moody's Reviews 'Ba2' CFR for Possible Upgrade
DOLLAR GENERAL: S&P Puts 'BB+' Corp. Credit Rating on Watch Pos
DUNE ENERGY: Incurs $60.4 Million Net Loss in 2011
EASTMAN KODAK: Wants to Tap Deloitte for Actuarial Services
ELITE PHARMACEUTICALS: Inks Pact with Hong Kong-Based Company

ENERGY CONVERSION: Creditors Balk at Key Employee Retention Plan
EURAMAX INTERNATIONAL: Incurs $62.7 Million Net Loss in 2011
FASTSHIP INC: Files for Bankruptcy Amid Patent Suit Against Navy
FRANKLIN CREDIT: Reports $21.9 Million Net Income in 2011
FULLER BRUSH: Committee Wants Victory Park to Shoulder Costs

FULLER BRUSH: Sec. 341(a) Creditors' Meeting on Tuesday
FULLER BRUSH: Taps Herrick Feinstein as Lead Counsel
FULLER BRUSH: Hires Garden City as Claims Agent
FULLER BRUSH: Seeks Approval of Conway MacKenzie Hiring
GAMESTOP CORP: S&P Withdraws 'BB+' Senior & Corp. Debt Ratings

GENERAL MARITIME: Plan Filing Period Extended to May 15
GENTA INC: Ana Stancic Resigns from Board of Directors
GRAHAM PACKAGING: S&P Withdraws 'B+' Corporate Credit Rating
GRUBB & ELLIS: To Lay Off 110 Workers as Part of Bankruptcy Sale
GRUBB & ELLIS: Cancels Auction; BGC Partners Stands as Sole Bidder

GUIDED THERAPEUTICS: Board Adopts Four Amendments to Bylaws
HARRISBURG, PA: Moves Closer to Sale of City Incinerator
HCSB FINANCIAL: Incurs $29 Million Net Loss in 2011
HD SUPPLY: Incurs $543 Million Net Loss in 2011
HOVNANIAN ENTERPRISES: Swaps 900,227 Shares with $3.3-Mil. Debt

IMPLANT SCIENCES: Board Appoints William McGann as COO
INGLES MARKETS: Moody's Revises Outlook on 'Ba3' CFR to Stable
INTEGRATED FREIGHT: Incurs $6.7 Million Net Loss in Fiscal Q3
INTEGRATED ENVIRONMENTAL: Casey Capital Holds 9.7% Equity Stake
INTERNATIONAL STORYTELLING: Court Confirms Chapter 11 Plan

ISTAR FINANCIAL: Has $880-Mil. Credit Pact with Barclays, et al.
ISTAR FINANCIAL: Fitch Affirms 'B-' Rating on Sr. Unsecured Notes
JAMES RIVER: S&P Lowers Corp. Credit Rating to 'B-'; On Watch Neg
JB POINDEXTER: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
JBI INC: MSCM LLP Raises Going Concern Doubt

JETSTAR PARTNERS: Mulls Sale of Business Office Park in Chapter 11
JETSTAR PARTNERS: Sec. 341(a) Creditors' Meeting on April 10
KEMET CORP: Moody's Lowers Rating on Senior Notes to 'B2'
KEMET CORP: S&P Keeps 'B+' Corp. Credit Rating
LEHMAN BROTHERS: Settlements Reached in 187 ADR Matters

LEHMAN BROTHERS: LBI Trustee Has OK for Lexolution Staffing
LEHMAN BROTHERS: Geithner to Testify in Lehman Suit vs. JPM
LEVEL 3: Enters Into Guarantee and Subordination Indentures
LEVEL 3: Adopts KESP and 2012 MIRP Benefit Plans
LOS ANGELES DODGERS: 2nd Most Valuable Baseball Club, Forbes Says

LOS ANGELES DODGERS: Bidder Inquired About Stadium Naming Rights
MACLAREN USA: Bankruptcy Court Grants PI Claimant Stay Relief
MARCO POLO SEATRADE: Lenders Seeks OK to File Own Ch. 11 Plan
MCCLATCY CO: P. Talamantes to Succeed G. Pruitt as Pres. & CEO
METALS USA: Moody's Upgrades Corporate Family Rating to 'B1'

MF GLOBAL: Barclays, Seaport Eye Bulk of Claims
MF GLOBAL: $13-Mil. of Claims Change Hands in December-February
MF GLOBAL: Hedge Funds Disclose Stock Ownership
MIRANT CORP: 5th Circ. Revives Suit to Recover Loan Payments
MMRGLOBAL INC: Amends License Agreement with Celgene

MORTGAGES LTD: Investors Win Cert. in Suit Vs. Greenberg, Quarles
NAPA HOME: Inks $15.1MM Coverage Settlement With Nationwide Units
NAVISTAR INTERNATIONAL: Deletes "Forum Selection" in Bylaws
NAVISTAR INTERNATIONAL: J. Altman Ceases to Hold 5% Equity Stake
NEBRASKA BOOK: Defends Chapter 11 Plan Pact With Bondholders

NEBRASKA EDUCATIONAL: Fitch Keeps B Rating on $18MM Revenue Bonds
NEUROLOGIX INC: BDO USA Resigns as Accountant
NEWELL RUBBERMAID: Moody's Issues Summary Credit Opinion
NORTHCORE TECHNOLOGIES: Incurs C$660,000 Loss in Fourth Quarter
OILSANDS QUEST: Inks PSA for Sale of Eagles Nest Prospect

OMNICOMM SYSTEMS: Incurs $3.5 Million Net Loss in 2011
ORLEANS HOMEBUILDERS: S&P Keeps B- Corp Credit Rating, Outlook Neg
OSAGE EXPLORATION: Reports $2.5 Million Net Income in 2011
OVERLAND STORAGE: Has 3.2MM Shares Underwriting Pact with Needham
PAM GLEICHAM: Judge to Dismiss Chapter 11 Bankruptcy Case

PAM REAL THAI: Files for Chapter 11 Bankruptcy Protection
PCS EDVENTURES!.COM: Posts $433,100 Net Loss in Dec. 31 Quarter
PERFORMANT FINANCIAL: S&P Assigns 'B+' Corp. Credit Rating
PINNACLE AIRLINES: Two Executives Get Salary Pay Increase
PINNACLE FOODS: S&P Affirms 'B' Corporate Credit Rating

POTOMAC SUPPLY: Counters Bank's Liquidation Bid With Discovery
POUDRE TECH: S&P Lowers SPUR on Series 2010A & 2010B Bonds to 'D'
RADLAX GATEWAY: Trade Groups File Amicus Brief With Supreme Court
RICHLAND TOWERS: Fitch Affirms BB-(sf) Rating on $45-Mil. B Notes
SEALY CORP: Refutes H Partner's Claim on Board Independence

SOLO CUP: S&P Puts 'B-' Corp. Credit Rating on Watch Developing
SPRINGLEAF FINANCE: Posts $224.7 Million Net Loss in 2011
SPRINT NEXTEL: Analyst Sees 50% Chance of Bankruptcy Filing
STEELCASE INC: Moody's Issues Summary Credit Opinion
TENET HEALTHCARE: Glenview Capital Discloses 5.4% Equity Stake

TEREX CORP: Moody's Rates New $300MM Senior Unsecured Notes 'B2'
TEREX CORP: S&P Rates New $300MM Senior Unsecured Notes 'BB-'
THORNBURG MORTGAGE: Ch. 11 Trustee Inks Deal With Pell, et al.
TOWN SPORTS: S&P Hikes Corp. Credit Rating to 'B+'; Outlook Stable
TOYS "R" US: Moody's Affirms 'B1' CFR; Outlook Negative

TOYS 'R' US: Fitch Rates $300 Million Term Loan at 'B-/RR5'
TRAILER BRIDGE: Anticipates Plan Effective Date Will be March 30
TRAVELPORT HOLDINGS: Reports $172 Million Net Income in 2011
TRIDENT MICROSYSTEMS: Dr. Bastani to Stay as Part-Time CEO
TRIDENT MICROSYSTEMS: Sigma is Stalking Horse for DTV Business

TRIDENT MICROSYSTEMS: Filing of 2011 Annual Report Delayed
TRW AUTOMOTIVE: Fitch Upgrades IDRS to 'BBB-' From 'BB+'
UNIGENE LABORATORIES: SC Confirms Validity of Fortical Patent
VISUALANT INC: Granted Third Patent on SPM Technology
WASHINGTON MUTUAL: Terminates Registration of Securities

WASHINGTON MUTUAL: Files Form 8-A for New Common Stock

* Moody's Says US P&C Insurers' Earnings Down in 2011
* Moody's Says US Corporate Default Rates Hold Steady

* BOND PRICING -- For Week From March 19 to 23, 2012

                            *********

4KIDS ENTERTAINMENT: Posts $17.1 Million Net Loss in 2011
---------------------------------------------------------
4Kids Entertainment, Inc., filed on March 23, 2012, its annual
report on Form 10-K, reporting a net loss of $17.1 million on
$12.3 million of revenues for the fiscal year ended Dec. 31, 2011,
compared with a net loss of $31.6 million on $14.5 million of
revenues for the fiscal year ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $15.9 million
in total assets, $22.0 million in total liabilities, and a
stockholders' deficit of $6.1 million.

"While the consummation of the Settlement Agreement represents a
significant step in the process of resolving the Bankruptcy Cases,
the timing of any resolution of the Bankruptcy Cases will depend
on the timing and outcome of numerous other ongoing matters
therein, and it is not possible at this time to accurately predict
when such other matters will be resolved," the Company said in the
10-K filing.  "We have incurred and will continue to incur
significant costs associated with the Bankruptcy Cases.  The
amount of these costs, which began in April 2011 and are being
expensed as incurred, are expected to significantly affect our
results of operations and financial position.  The Bankruptcy
Cases have also presented challenges to our ability to generate
additional revenues in all of our business segments especially as
it relates to the sales of commercial advertising."

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

                       http://is.gd/0SiDxQ

                    About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.




ACCESS PHARMACEUTICALS: Incurs $2.5 Million Net Loss in 2011
------------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a Form 10-K disclosing a net loss of
$2.53 million on $1.84 million of total revenue in 2011, compared
with a net loss of $7.53 million on $481,000 of total revenue in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.78 million
in total assets, $21.39 million in total liabilities, and a
$17.60 million total stockholders' deficit.

For 2011, Whitley Penn LLP, in Dallas Texas, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has had recurring
losses from operations, negative cash flows from operating
activities and has an accumulated deficit.

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

                        http://is.gd/Ytfh5C

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.


AIRTOUCH COMMUNICATIONS: Accumulated Losses Prompt Going Concern
----------------------------------------------------------------
AirTouch Communications, Inc., filed on March 21, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

Anton & Chia, LLP, in Irvine, California, expressed substantial
doubt about Waxess Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
sustained accumulated losses from operations totaling $16 million
at Dec. 31, 2011.

The Company reported a net loss of $9.4 million on $326,270 of net
revenue in 2011, compared with a net loss of $4.8 million on
$160,441 of net revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.2 million
in total assets, $717,790 in total liabilities, and stockholders'
equity of $6.5 million.

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

                       http://is.gd/0Esgdz

Newport Beach, Calif.-based AirTouch Communications, Inc.,
develops and markets communication devices capable of amplifying
the wireless signal as a core enabling technology platform and
converging them with other services and applications for consumers
based on our patent portfolio.  The Company currently offers its
DM1000 (cell@home) and HomeConneX(R) X1500 products through
various channels, including a major U.S. carrier, and is working
to bring its higher performance, lower cost next generation
SmartLinX(TM) series of products to the global market.




ALLIED DEFENSE: Has $44.3 Million Net Assets on Liquidation
-----------------------------------------------------------
The Allied Defense Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $24.85 million on $0 of revenue for the nine months
ended Sept. 30, 2010.

The Company's balance sheet Dec. 31, 2011, showed $47.16 million
in total assets, $2.83 million in total liabilities, and
$44.33 million in net assets in liquidation.

With the September 2010 sale of both Mecar and Mecar USA, the
Company will no longer generate revenue from the sale of its
products.  The Company's continuing operations include only those
costs incurred to support the Company's corporate headquarters and
its non-operating European subsidiaries.  The operating results,
prior to the sale of the business, for Mecar, Mecar USA, and NS
Microwave Systems are reported as discontinued operations.  The
sale of NSM was completed in August 2009.  The Mecar and Mecar USA
transactions closed on Sept. 1, 2010.

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

                        http://is.gd/5enLiF

                  About The Allied Defense Group

Vienna, Va.-based The Allied Defense Group, Inc. (OTCQB: ADGI)
-- http://www.allieddefensegroup.com/-- is a multinational
defense business focused on the manufacture and sale of ammunition
and ammunition related products for use by the U.S. and foreign
governments.  Allied's business is conducted by its two wholly
owned subsidiaries: Mecar S.A. and Mecar USA, Inc.  Mecar is
located in Nivelles, Belgium and Mecar USA is located in Marshall,
Texas.

The Company received a subpoena from the U.S. Department of
Justice on Jan. 19, 2010, requesting that the Company produce
documents relating to its dealings with foreign governments.  The
Company said it is unlikely that any distributions to stockholders
will be made until the matters relating to the DOJ subpoena have
been resolved.

                Plan of Dissolution and Liquidation

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  $15,000 of
the proceeds from the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.  The
$15,000 of cash plus earned interest income remains in escrow as
of March 31, 2011.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company has agreed to delay the filing
of a certificate of dissolution with the Delaware Secretary of
State so that the stockholders may continue to transfer the
Company's common stock while the Company resolves the matters
relating to the U.S. Department of Justice subpoena.  The Company
will delay the filing of a certificate of dissolution with the
Delaware Secretary of State until the earlier of Aug. 31, 2011, or
a resolution of all matters concerning the DOJ.

On Sept. 2, 2010, the Company received a staff determination
letter from NYSE Amex LLC.  The Staff Determination stated that
the Exchange determined that the Company no longer complies with
the requirements for continued listing set forth in NYSE Amex LLC
Company Guide Section 1003(c)(i) as a result of the sale of
substantially all of the Company's assets.  On Sept. 20, 2010, the
Company announced that trading of shares of the Company's common
stock had been transferred from the NYSE Amex to the OTCQBTM
Marketplace effective Monday, Sept. 20, 2010.  The Company's
trading symbol is now ADGI.


ALION SCIENCE: Terminates Offerings Under ESOP
----------------------------------------------
Alion Science and Technology Corporation filed with the U.S.
Securities and Exchange Commission Post-Effective Amendments to
Form S-8.  The Registration Statements pertain to the registration
of:

   (a) an aggregate of 3,400,000 shares of the Company's Common
       Stock, par value $0.01 per share, issuable under the
       employee stock ownership plan, or ESOP, component of The
       Alion Science and Technology Corporation Employee
       Ownership, Savings and Investment Plan and an indeterminate
       amount of interests to be offered or sold pursuant to the
       Plan; and

   (b) an aggregate of 1,900,000 shares of the Company's Common
       Stock, par value $0.01 per share, issuable under the
       employee stock ownership plan, or ESOP, component of The
       Alion Science and Technology Corporation Employee
       Ownership, Savings and Investment Plan and an indeterminate
       amount of interests to be offered or sold pursuant to the
       Plan.

The offerings of the Shares and Interests pursuant to the
Registration Statements have been terminated.  The Company files
this Amendment to terminate the effectiveness of the Registration
Statements and to remove from registration all of the Shares and
Interests registered but unsold under the Registration Statement,
if any.

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

The Company reported a net loss of $44.38 million for the year
ended Sept. 30, 2011, compared with a net loss of $15.23 million
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $642.26
million in total assets, $768.24 million in total liabilities,
124.29 million in redeemable common stock, $20.78 million in
common stock warrants, $123,000 in accumulated other comprehensive
loss and a $270.93 million accumulated deficit.

                            *     *     *

Alion carries 'Caa3' corporate family and probability of default
Ratings, with stable outlook, from Moody's.  Alion carries a 'B-'
corporate credit rating, with stable outlook, from Standard &
Poor's.  Moody's said in March 2010, "The Caa1 corporate family
rating would balance the continued high leverage against a
promising business backlog that could sustain the good 2009
revenue growth rate, though credit challenges would remain
pronounced."

As reported by the TCR on Sept. 8, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'CCC+' from 'B-'.  The
rating outlook is negative.

"The downgrade of Alion is a result of the company's recent
operational weakness," said Standard & Poor's credit analyst
Alfred Bonfantini, "and the prospect of further pressure on
revenues, which stem from the continuing resolution on the 2011
Federal government budget that wasn't settled until April 2011,
the subsequent specter of a U.S. government default during the
debt ceiling debate, and the ongoing uncertainty over future
budget cuts and levels."


ALTEGRITY INC: Loan Amendment Request No Impact on Moody's B3 CFR
-----------------------------------------------------------------
Moody's Investors Service said Altegrity Inc.'s amendment request
to lenders does not currently impact its B3 Corporate Family
Rating and negative outlook, though credit positive.

Altegrity, Inc. provides a broad range of information, security,
training, investigations, analytics, financial advisory and
technology services to governmental and commercial clients.
Headquartered in New York, New York, Altegrity is principally
owned by investment funds affiliated with Providence Equity
Partners.


ALTER COMMUNICATIONS: Five Investors Express Offer to Buy Assets
----------------------------------------------------------------
Arthur Hirsch at The Baltimore Sun reports that Linda Yurche, the
general manager of Alter Communications Inc., which is now up for
sale under a bankruptcy trustee, said five investor groups,
including The Baltimore Sun's publisher, have either expressed
interest in or submitted bids for the owner of the Baltimore
Jewish Times and Style Magazine.

The report relates Ms. Yurche said Timothy J. Thomas, senior vice
president of business development for the Baltimore Sun Media
Group, was among several parties that have reviewed Alter's
financial records. She declined to name the other parties.

The report also notes WJW Group LLC of Rockville, which publishes
Washington Jewish Week, has submitted a bid.  A group of investors
led by Dr. Scott Rifkin of Owings Mills, managing partner of Mid-
Atlantic Health Care LLC, also has bid.

According to the report, Mr. Rifkin said his group of about six
investors, including David Nevins, president of Nevins &
Associates, a Hunt Valley marketing and public relations agency,
and his brother, Alan Rifkin, one of Maryland's top lobbyists,
made their bid on Tuesday.  Mr. Rifkin said it was just over
$400,000.

The report relates Bankruptcy trustee Zvi Guttman said that WJW
Group's bid was about $400,000, or roughly the amount owed to the
creditor who is first in line to get paid, Wells Fargo.

The report notes Alter's chief executive officer, Andrew Alter
Buerger, on March 19 estimated that the company would sell for
between $400,000 and $600,000.

                    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: Charles Stanziale Jr. Appointed Ch. 7 Trustee
----------------------------------------------------------------
Effective March 14, 2012, pursuant to an order of the United
States Bankruptcy Court for the District of Delaware, the Chapter
11 bankruptcy proceedings of Ambassadors International, Inc., and
its United States subsidiaries were converted from cases under
Chapter 11 to cases under Chapter 7 of the United States
Bankruptcy Code, as requested by the United States Trustee.

Pursuant to the Conversion Order, the Company is required to turn
over to the designated Chapter 7 Trustee all records and property
of the estate under the Company's custody and control, in
accordance with the Federal Rules of Bankruptcy Procedure.  Prior
to the effective date of the conversion, the Debtors were
authorized and directed to make payment of fees and expenses owed
to certain of the estates' professionals, to the extent such
payments were previously approved by order of the Bankruptcy
Court.  As of the effective date of the conversion, the Debtors'
only remaining assets consisted of cash of approximately $100,000,
which is to be transferred to the Chapter 7 trustee, to be used to
provide for the wind-down and liquidation of the Company's estate.
It is not expected that there will be any funds available for
distribution to the Company's stockholders or holders of the
Company's convertible notes or other pre-petition creditors.  The
Company has been advised that Charles A. Stanziale, Jr., has been
appointed Chapter 7 Trustee.

                  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.


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

Actions:

  Issuer: AMN Healthcare Services, Inc.

    Corporate Family Rating, Affirmed Ba3

    Probability of Default Rating, Revised to B1 from Ba3

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

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

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

    Outlook, Stable

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

Ratings Rationale

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

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

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

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

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

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


AMSTED INDUSTRIES: Moody's Affirms 'Ba3' CFR; Outlook Positive
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 corporate family
rating of Amsted Industries, Incorporated, and changed the ratings
outlook to positive from stable. The rating actions are in
consideration of increasing profitability and reduced financial
leverage that ensues from strong demand in the company's core
transportation equipment business segments.

Ratings Rationale

Amsted's ratings outlook was changed to positive from stable,
reflecting Moody's expectations that increasing railcar and truck
delivery levels to the company's key OEM customers will result in
strong revenue growth at solid operating margins. As such, Amsted
will likely experience substantial deleveraging as a result of
improving profitability, generating robust levels of free cash
flow. This will allow the company to sustain a strong financial
profile while meeting larger Employee Stock Ownership Plan (ESOP)
redemption payments which are likely over the next few years.
Moody's believes that this will result in the improvement of
credit metrics to levels that could support upward rating movement
in the near term.

The Ba3 corporate family rating reflects debt levels that are
modest and manageable, which is important considering the cyclical
nature of the company's business, and the uncertainty surrounding
ESOP obligations. Currently, demand for rail cars, trucks and
light vehicles, which drive approximately 75% of the company's
sales, is strong and ensuing operating results are expected to
produce credit metrics that are considerably better than those of
its Ba3-rated peers. However, because of the cyclical nature of
the transportation equipment market, Amsted's revenue base and
operating profits are vulnerable to shifts in demand. With just
over $800 million of total debt (including Moody's standard
adjustments), representing only 25% of the company's revenue,
Moody's believes that Amsted maintains financial flexibility to
withstand the volatility that is inherent in the railcar and truck
OEM sectors. Moreover, Amsted's construction and industrial
products segment provides important diversity to the company's
revenue stream. The ratings are also supported by the lead market
positions held across most of Amsted's product segments.

Amsted operates under an Employee Stock Ownership Plan, and calls
on cash from the company's obligation to purchase ESOP shares have
historically been a constraint on its ratings. While cash outlays
for stock purchases are expected to increase in 2012 concomitant
with improvement in financial performance, Moody's believes that
the company should be able to meet these disbursements with free
cash flow generated by the businesses. Also, while ESOP
repurchases could require incremental borrowing in the future, the
company's ESOP puts limitations on annual redemptions, and the
frequency and magnitude of any incremental borrowing needs should
not preclude the potential for a higher rating.

Ratings or their outlook could be revised upwards if the company
can fund substantially all of its ESOP share purchases through
free cash flow, without incurring material amounts of additional
debt or long term reliance on its credit facility. Debt to EBITDA
remaining below 2 times and retained cash flow to debt in excess
of 45% would be important considerations in a ratings upgrade.

As leverage is expected to improve with earnings growth in 2012,
it is not expected that the ratings would be lowered over the near
term. However, should ESOP redemptions rise to levels that result
in a significant increase in debt or draw on the company's
liquidity sources, particularly at a time when business conditions
were to deteriorate unexpectedly, ratings could be subject to
downward consideration. Debt to EBITDA of over 4.0 times or EBIT
to Interest of less than 3 times could also warrant lower rating
consideration.

The principal methodology used in rating Amsted 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.

Amsted Industries Incorporated, headquartered in Chicago,
Illinois, is a diversified manufacturer of highly engineered
components used in the railroad, vehicular, construction and
industrial sectors.


APPLETON PAPERS: Incurs $2.1 Million Net Loss in 2011
-----------------------------------------------------
Appleton Papers Inc. filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$2.11 million on $857.33 million of net sales for the year ended
Dec. 31, 2011, compared with a net loss of $31.66 million on
$849.88 million of net sales for the year ended Jan. 1, 2011.

The Company's balance sheet at Dec. 31, 2011, showed $641.90
million in total assets, $831.85 million in total liabilities and
a $189.95 million total deficit.

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

                        http://is.gd/2xdqjN

                       About Appleton Papers

Appleton, Wisconsin-based Appleton Papers Inc. --
http://www.appletonideas.com/-- produces carbonless, thermal,
security and performance packaging products.  Appleton has
manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.  Appleton Papers is a 100%-owned subsidiary of
Paperweight Development Corp.

                          *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


ASSOCIATED ESTATES: Moody's Affirms '(P)Ba3' Pref. Stock Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed Associated Estates' (P)Ba1
senior unsecured debt shelf rating and (P)Ba3 preferred stock
shelf rating. The rating outlook has been revised to positive from
stable. The positive outlook reflects the multifamily REIT's
prospects for continued strong operating performance, with a
concurrent improvement in key credit metrics, and Moody's
expectation that it will further increase the size of its
unencumbered asset pool.

Ratings Rationale

Moody's notes that Associated Estates has improved its asset
quality over the past several years, executing a substantial
amount of acquisitions and dispositions that have increased its
presence in higher-growth markets like the Northern Virginia/DC
metro area. The REIT still has a large presence in the Midwest
(45% of 4Q11 NOI), but even as these assets have a lower-growth
profile they also provide an important component of stability to
the REIT's cash flows as evidenced by their performance during the
recent recession. With multifamily fundamentals now improving,
Associated Estates recorded 5.6% same-community NOI growth in 2011
and Moody's expects continued solid growth through at least 2013.
This growth should translate into continued improvement in key
credit metrics like fixed charge coverage and Net Debt/EBITDA.

Moody's also expects Associated Estates will continue to decrease
its reliance on secured financing and increase the size of its
unencumbered asset pool. Secured debt was high at 35% of gross
assets as of 4Q11, but has declined from 51% at YE09. Moody's
expects the REIT will further decrease secured leverage over the
next few years via the acquisition of unencumbered assets and
refinancing a large portion of upcoming debt maturities with other
sources of capital. Associated Estates has $80 million of secured
debt maturing in 2012 ($45 million of this amount was repaid on
March 10, 2012) and another $146 million in 2013. The REIT's
liquidity is supported by its unsecured credit facility, which it
recently upsized to $350 million with the term extended until
2016.

Associated Estates' key credit challenges remain its small size,
still high geographic concentration in certain Midwest sub-
markets, and high levels of secured debt. In addition, leverage is
still modestly high as measured on a Net Debt/EBITDA basis and
EBITDA margins remain weak relative to its multifamily peers.

Moody's indicated that a rating upgrade would likely reflect
secured debt lower than 20% of gross assets, unencumbered assets
(gross book) greater than 60% of gross assets, gross assets closer
to $2 billion, and sound operating performance with fixed charge
coverage above 2.3x.

A return to stable would likely reflect deterioration in operating
performance or a failure to reduce secured leverage.

The following ratings were affirmed with a positive outlook:

Associated Estates Realty Corporation - senior unsecured debt
shelf at (P)Ba1; preferred stock shelf at (P)Ba3.

Moody's last rating action for Associated Estates Realty
Corporation was on April 29, 2011 when the ratings were upgraded
with a stable outlook.

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

Associated Estates Realty Corporation is a multifamily real estate
investment trust headquartered in Richmond Heights, Ohio. The
REIT's portfolio consists of 53 properties located in eight
states.


ATLANTIC BROADBAND: Moody's Cuts Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service lowered the corporate family and
probability of default ratings of Atlantic Broadband Finance, LLC
to B2 from B1. Moody's also assigned a Ba3 rating to its proposed
senior secured first lien credit facility and a Caa1 rating to its
proposed senior secured second lien credit facility. The company
expects proceeds from the transaction to refinance existing debt
and to fund an approximately $345 million distribution to
shareholders.

The transaction increases leverage to almost 7 times debt-to-
EBITDA from approximately 4.3 times, a level inconsistent with the
prior B1 corporate family rating. Moody's expects continued
positive free cash flow even with the increased interest expense,
which Moody's expects the company to apply to debt repayment over
the next couple years, in line with its historic pattern. These
factors support the rating, but the company is unlikely to bring
leverage back down to the low to mid 5 times debt-to-EBITDA range
appropriate for a B1 rating over the next 18 months. Furthermore,
over the longer term a sponsor exit or incremental dividends could
result in another leveraging event, noting that after this
transaction and the approximately $280 million of distributions
since 2007, the sponsors will have received in excess of the
amount invested in the company.

A summary of the rating actions follows.

Atlantic Broadband Finance, LLC

   Corporate Family Rating, Downgraded to B2 from B1

   Probability of Default Rating, Downgraded to B2 from B1

   Senior Secured First Lien Term Loan, Assigned Ba3, LGD3, 32%

   Senior Secured First Lien Revolver, Assigned Ba3, LGD3, 32%

   Senior Secured Second Lien Term Loan, Assigned Caa1, LGD5, 86%

   Affirmed SGL-2 Speculative Grade Liquidity Rating

Ratings Rationale

Atlantic Broadband's aggressive fiscal strategy creates high
financial risk, evidenced by pro forma leverage of almost 7 times
debt-to-EBITDA. This leverage poses risk for a small company
operating in a competitive environment, driving the B2 CFR, but
the solid EBITDA margin and good liquidity profile, including
expectations for continued positive free cash flow, enable the
company to better manage the leverage. Also, Atlantic Broadband
currently benefits from a relatively more benign competitive
environment than some cable peers, with FiOS and uVerse combined
operating in only about 10% of its footprint, which positions the
company well for continued high speed data subscriber gains and
upside from its commercial business, particularly given its recent
network upgrade. Nevertheless, the direct broadcast satellite
operators pose formidable completion for the mature core video
product, which still comprises about half of total revenue, and
over time the telecom operators could create a greater threat with
either lower prices or improved HSD offerings.

The stable outlook incorporates expectations for continued
positive free cash and for leverage to trend below 6 times debt-
to-EBITDA over the next 18 to 24 months. The outlook also
incorporates expectations for continued EBITDA growth driven
primarily by gains in high speed data and phone subscribers, as
well as some increase in pricing.

Lack of scale and the financial sponsor ownership constrain the
rating. However, Moody's would consider an upgrade with progress
toward and a commitment to maintaining leverage around 5 times
debt-to-EBITDA and free cash flow to debt in the mid single
digits. An upgrade would also require expectations for maintenance
of good liquidity.

Downward rating pressure is less likely at the B2 corporate family
rating. Moody's would consider a downgrade with expectations for
sustained leverage exceeding 6.7 times debt-to-EBITDA or sustained
free cash flow-to-debt below 2%. Inability to generate EBITDA
growth could also have negative ratings implications.

The principal methodology used in rating Atlantic Broadband
Finance, LLC was the Global Cable Television Industry Methodology
published in July 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Quincy, Massachusetts, Atlantic Broadband
Finance, LLC serves approximately 255 thousand video, 152 thousand
high speed data and 72 thousand phone subscribers across Western
Pennsylvania, Maryland, Delaware, Miami Beach and South Carolina.
The company was formed in August 2003 from Charter Communications'
divestiture of certain cable assets to private equity sponsors
ABRY Partners, Oak Hill Capital Partners, and management. ABRY
owns approximately 80% of the company. Atlantic Broadband's annual
revenue is approximately $330 million.


ATLANTIC BROADBAND: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '3' recovery rating to Quincy, Mass.-based cable-TV
provider Atlantic Broadband Finance LLC's proposed $660 million
first-lien term loan and $50 million first-lien revolving credit
facility. "The '3' recovery rating indicates our expectations
for meaningful (50%-70%) recovery in the event of a payment
default," S&P said.

"In addition, we assigned our 'B-' issue-level rating and '6'
recovery rating to the company's proposed $350 million second-lien
term loan. The '6' recovery rating indicates our expectations for
negligible (0%-10%) recovery in the event of a payment default.
The company intends to use the proceeds to refinance the existing
$555 million term loan B ($486 million outstanding as of Dec. 31,
2011), repay the $125 million senior subordinated notes due 2014,
and pay a $343 million distribution to shareholders. We will
withdraw the rating on the existing senior secured credit facility
and notes when the transaction closes," S&P said.

"We also affirmed our 'B+' corporate credit rating on the company.
The outlook is stable," S&P said.

"With the approximately 2.6x increase in leverage from the
proposed transaction, pro forma leverage, at 7.0x, is at the upper
end of our range for the rating. Over the next year, we expect
leverage to decline to about 6.25x due to mid-single-digit EBITDA
growth and free cash flow allocation to debt repayment. Pro forma
for the transaction, $1.01 billion of debt will be outstanding,"
S&P said.

"The ratings on Atlantic Broadband reflect a 'highly leveraged'
financial risk profile and aggressive competition from direct-to-
home (DTH) satellite-TV providers for video services and local
telephone companies for data and telephone services. Tempering
factors include its operations in less populated second-tier
markets, which provide some protection from local telephone
companies deploying fiber-based video offerings in the
intermediate term; its position as the dominant provider of
pay-TV services in its markets; and some growth potential from
data, telephony, and commercial services," S&P said.

"Atlantic Broadband is a midsized cable system operator serving
roughly 190,000 equivalent basic subscribers. About 60% of the
customers were in mature, smaller markets in western Pennsylvania,
and the rest in Miami Beach, Delaware-Maryland (DelMar), and South
Carolina. Investment company ABRY Partners LLC controls Atlantic
Broadband and we assess the company's financial policy as highly
aggressive," S&P said.

"Our expectations for the rating include low-single-digit revenue
growth and mid-single-digit EBITDA growth for the next two years,
reflecting data, telephone, and commercial revenue growth, along
with flat video revenue growth. While the company trails its
larger cable peers in penetration of advanced services, we expect
Atlantic Broadband to improve on these metrics over the next few
years. For example, we expect penetration of data and telephone
subscribers to reach mid-30% and high-teen percentage areas. We
also expect capital expenditures to increase to over $50 million
for the next few years (from the $35 million-$40 million that the
company historically spent), reflecting success-based spending
from growing its commercial business and capital investments in
its network. Thus, we assume that free operating cash flow (FOCF)
will be lower than 2011's $66 million, at about $35 million in
2012 and about $45 million in 2013. We expect the company will
allocate its FOCF to reducing debt such that leverage could
decline to about 6.25x by the end of 2012 and to the high-5x area
by the end of 2013. Longer term improvement in leverage is
unlikely given ABRY's appetite for dividends," S&P said.

"Atlantic Broadband's high leverage and smaller size could limit
its ability to respond to aggressive competition from DTH
providers for video services and from local telephone operators
for data services. DTH providers have historically had an above-
average penetration in Atlantic Broadband's territories because of
underinvestment by the company's previous owners. Though fiber-
based video competition from the telecom companies is currently
limited to a portion of the company's DelMar--and, recently, Miami
Beach--clusters, local telephone companies have been offering data
services in all of Atlantic Broadband's territories," S&P said.


AVENTINE RENEWABLE: SVP Ben Borgen Resigns From All Positions
-------------------------------------------------------------
On March 19, 2012, Aventine Renewable Energy Holdings, Inc., and
Ben Borgen, Senior Vice President, Commodity Risk Management of
the Company, entered into a separation agreement, pursuant to
which Mr. Borgen has resigned from all positions held with the
Company and its affiliates effective immediately.

Under the terms of the Separation Agreement, Mr. Borgen will
receive, among other things, (i) a termination payment of
$700,000, which will be paid to Mr. Borgen within 30 days
following his departure and (ii) 22,596 shares of the Company's
common stock, which will be delivered to Mr. Borgen within 30 days
following his departure.

In addition, Mr. Borgen will receive 26,666 shares of the
Company's common stock in respect of his previously-vested
restricted stock units, which will be settled six months following
his departure.  Mr. Borgen has previously vested in 42,750 stock
options, which will remain exercisable for 30 days following his
departure.  Mr. Borgen's unvested stock options and all hybrid
equity units, whether vested or unvested, have terminated
effective immediately.

                     About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(OTC BB: AVRW) -- http://www.aventinerei.com/-- markets and
distributes ethanol to many of the leading energy companies in the
U.S.  In addition to producing ethanol, its facilities also
produce several by-products, such as distillers grain, corn gluten
meal and feed, corn germ and grain distillers dried yeast, which
generate revenue and allow the Company to help offset a
significant portion of its corn costs.

The Company and all of its direct and indirect subsidiaries
filed for Chapter 11 on April 7, 2009 (Bankr. D. Del. Lead Case
No. 09-11214).  The Debtors filed their First Amended Joint Plan
of Reorganization under Chapter 11 of the Bankruptcy Code on
Jan. 13, 201.  The Plan was confirmed by order entered by the
Bankruptcy Court on Feb. 24, 2010, and became effective on
March 15, 2010.

                           *     *     *

Aventine carries 'CCC+' issuer credit ratings, with negative
outlook, from Standard & Poor's.  Aventine carries a 'Caa1'
probability of default rating, with stable outlook, from Moody's.

In December 2011, when S&P issued the downgrade, it said, "The
downgrade reflects problems the company has encountered in
attempting to start its new facilities, and the risk of additional
delays and cost overruns.  It also reflects the commodity basis
differentials its operating plants have experienced in 2011 that
have compressed margins, especially in the second quarter of 2011
when index-based crush spreads were weak. Although performance
has improved slightly since then, we believe liquidity may come
under stress and that covenant violations are possible in 2012
unless operations and realized margins improve."


AVISTAR COMMUNICATIONS: Incurs $6.4 Million Net Loss in 2011
------------------------------------------------------------
Avistar Communications Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $6.43 million on $7.95 million of total revenue for
the year ended Dec. 31, 2011, compared with net income of
$4.45 million on $19.65 million of total revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2011, showed $5.16 million
in total assets, $18.10 million in total liabilities, and a
$12.93 million total stockholders' deficit.

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

                       http://is.gd/2FlY4E

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.


BEACON POWER: U.S. Govt. Objects to Brown Rudnick's Fee Request
---------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the U.S.
government objected to Brown Rudnick LLP's request for half a
million dollars in legal fees it racked up in Beacon Power Corp.'s
bankruptcy case, after a judge had said the estate was near
administrative insolvency.

According to Law360, the government said Beacon's professionals at
Brown Rudnick accrued a high tab for themselves while money was
running out for all other parties and the law firm's fees are
excessive and disproportionate to the size of Beacon's estate and
should be reduced accordingly.

                        About Beacon Power

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

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

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

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

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


BOART LONGYEAR: Moody's Changes Outlook on 'Ba2' CFR to Positive
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Boart
Longyear Limited to positive from stable. At the same time Moody's
affirmed the company's Ba2 corporate family and probability of
default ratings as well as Boart Longyear Management Pty's Ba2
rating on its senior unsecured notes guaranteed by Boart.

Ratings Rationale

The positive outlook reflects the favorable business conditions
for Boart as drilling activity in the mining industry continues to
expand. Moody's expects Boart to continue to benefit from
increased drilling activity and improving price realizations on
its drilling portfolio, which will lead to further strengthening
in its financial metrics and performance over the next twelve to
eighteen months.

Boart's Ba2 corporate family rating recognizes the company's
position as a leading global supplier of drilling services and
complimentary drilling products, principally to the mineral mining
industry but also to the environmental and infrastructure
industries. While the company provides drilling services for a
number of metals, gold remains the largest exposure, accounting
for approximately 40% of drilling services revenue, with copper,
nickel and iron ore also being important. The rating considers the
company's strengthening debt protection metrics and low leverage
as measured by the debt/EBITDA ratio of 1.5x (using Moody's
standard adjustments) at year-end 2011. In addition, the rating
reflects Moody's view that earnings will continue to strengthen as
lower price contracts remaining principally from the 2009 time
frame are renewed at rates more reflective of current market
conditions.

Other rating considerations include the company's plans to
reinvest in drilling equipment and negative free cash flow in
recent years, its sensitivity to mining and metals fundamentals,
the cyclicality of the major industry it serves, and its
relatively small size. Nonetheless, Moody's expects the high level
of investment activity in the mining industry to be sustainable
and contribute to growth in earnings and cash flow generation.

The SGL-2 speculative grade liquidity rating reflects Moody's
expectation that Boart should be able to cover the majority of
expenditure requirements over the next twelve months from internal
funds with only minimal need to access the revolver.

Boarts rating could be upgraded should the company demonstrate the
ability to sustain debt/EBITDA at no more than 2.5x, EBITDA minus
capex/interest of at least 4x and free cash flow/debt of at least
10%

Downward pressure could result should the company significantly
relever such that debt/EBITDA exceeded 3x, or EBITDA less
capex/interest was below3x. Downward pressure would also result
from an erosion in the company's core business should there be a
shift in the competitive environment in which the company
operates.

The principal methodology used in rating Boart was the Global
Business & Consumer Service Industry Rating 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.

Headquartered in South Jordan, Utah, Boart Longyear is
incorporated in Australia and listed on the Australian Securities
Exchange Limited. The company provides drilling services, and
complimentary drilling products and equipment principally for the
mining and metals industries. Revenues for the year ended
December 31, 2011 were $2 billion.


BRAINY BRANDS: John Benfield Resigns; Paul Harrison Elected CEO
---------------------------------------------------------------
John Benfield resigned as chief executive officer and director of
The Brainy Brands Company, Inc., and Paul W. Harrison was elected
chief executive officer and director of the Company.

Since 2011, Mr. Harrison, age 57, has been a board member of Xcite
Health Corp. and APSS, Inc.  Since 2008, Mr. Harrison has been the
Managing Member of Harrison Family Partners, LLC (HFP).  From 2006
to 2011, Mr. Harrison was a board member of Modern Medical
Modalities Corporation.  Since 2004, Mr. Harrison has been the
Chairman and CEO of Attune, Inc. (an affiliate of HFP).  Prior to
2004, Mr. Harrison held Executive positions with Fortune 500
companies including Lincoln National Corporation and McKesson
Corporation, served as a director on multiple boards and as the
CEO of private and publicly-held companies, and founded and sold
several businesses.

Mr. Harrison has a Bachelors Degree in Business (BBA) from Georgia
State University, USA, a Postgraduate Certificate in Marketing
from Edinburgh School of Business, Scotland, UK, and a Certificate
in Corporate Governance from the Tulane University Law School.  He
also has  professional certifications in multiple industries,
including a Chartered Financial Consultant (ChFC), a Chartered
Life Underwriter (CLU), a Fellow of the Life Management Institute
(FLMI with Distinction), an Associate in Life and Health Claims
(ALHC), a Health Insurance Associate (HIA), and has Actuarial
training.  Mr. Harrison is also Certified in Commercial Real
Estate Appraisal (CCRA), is Certified in Homeland Security (CHS)
with a specialization in Engineering & Technology, is a Certified
Forensics Consultant (CFC) with training in Expert Witness
Testimony, is Sensitive Security Information Certified (SSI), and
is a Diplomate American Board of Forensics Examiners (DABFE) and
Diplomate American Board of Forensics Engineering & Technology
(DABFET).

                        About Brainy Brands

Suwanee, Ga.-based The Brainy Brands Company, Inc., through its
operating subsidiary, engages in the business of selling
educational DVDs, books, games, and toys for babies, toddlers and
pre-schoolers both domestically and internationally through
retailers under licensing agreements, as well as directly to
customers primarily via internet sales.

The Company reported a net loss of $20.05 million on $530,603
of total revenues for the nine months ended Sept. 30, 2011,
compared with net income of $1.68 million on $341,295 of total
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.60 million in total assets, $18.54 million in total
liabilities, and a $16.93 million total shareholders' deficit.

Habif, Arogeti & Wynne, LLP, in Atlanta, Ga., expressed
substantial doubt about The Brainy Brands' ability to continue as
a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
significant operating losses and has a net capital deficiency.


BRAINY BRANDS: Issues $114,000 Promissory Notes to Investors
------------------------------------------------------------
The Brainy Brands Company, Inc., on March 16, 2012, entered into a
subscription agreement with accredited investors.  Pursuant to the
Subscription Agreement, on March 16, 2012, the Company issued and
sold to the Investors, convertible promissory notes in the
aggregate principal amount of $114,000.

The Notes are secured by all of the assets of the Company.  The
Notes are convertible into common stock of the Company at a
conversion price equal to the lower of (i) $0.04, or (ii) the
average of the three lowest bid prices of the common stock for the
twenty trading days preceding but not including the conversion
date, subject to adjustment in the event of stock splits, stock
dividends, or in the event of certain subsequent issuances by the
Company of common stock or securities convertible into common
stock at a lower price.

The Notes will mature on Sept. 23, 2013, and bear interest at the
rate of 10% per annum due and payable semi-annually in arrears
commencing June 30, 2012, and upon maturity.  Pursuant to the
Private Placement, the Company issued to the Investors warrants to
purchase 50 shares of common stock for each $1.00 principal amount
of Notes, such that the Company issued an aggregate of 5,700,000
Warrants.  The Warrants have a five-year term, may be exercised on
a cashless basis, and have an exercise price of $0.04, subject to
adjustment in the event of stock splits, stock dividends, or in
the event of certain subsequent issuances of the Company of common
stock or securities convertible into common stock at a lower
price.  The Notes may not be converted, and the Warrants may not
be exercised, to the extent such conversion or exercise would
cause the holder, together with its affiliates, to beneficially
own a number of shares of common stock which would exceed 4.99% of
the Company's then outstanding shares of common stock following
such conversion or exercise.

A second and third closing under the Subscription Agreement may
occur, subject to certain conditions including the consent of the
Investors, for additional principal amount of up to the balance of
$300,000 in Notes.  If those additional closings occur, the
Company will issue Notes and Warrants on the same terms and
conditions as the Private Placement.  A second and third closing
may not occur after June 30, 2012.

                        About Brainy Brands

Suwanee, Ga.-based The Brainy Brands Company, Inc., through its
operating subsidiary, engages in the business of selling
educational DVDs, books, games, and toys for babies, toddlers and
pre-schoolers both domestically and internationally through
retailers under licensing agreements, as well as directly to
customers primarily via internet sales.

The Company reported a net loss of $20.05 million on $530,603
of total revenues for the nine months ended Sept. 30, 2011,
compared with net income of $1.68 million on $341,295 of total
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.60 million in total assets, $18.54 million in total
liabilities, and a $16.93 million total shareholders' deficit.

Habif, Arogeti & Wynne, LLP, in Atlanta, Ga., expressed
substantial doubt about The Brainy Brands' ability to continue as
a going concern, following the Company's 2010 results.  The
independent auditors noted that the Company has incurred
significant operating losses and has a net capital deficiency.


CALYPTE BIOMEDICAL: Incurs $693,000 Net Loss in 2011
----------------------------------------------------
Calypte Biomedical Corporation filed with the U.S. Securities and
Exchange Commission a Form 10-K disclosing a net loss of $693,000
on $579,000 of product sales for the year ended Dec. 31, 2011,
compared with net income of $8.84 million on $444,000 of product
sales during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $1.96 million
in total assets, $7.07 million in total liabilities and a $5.11
million total stockholders' deficit.

OUM & Co. LLP, in San Francisco, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring operating losses and negative cash flows from
operations, and management believes that the Company's cash
resources will not be sufficient to sustain its operations through
2012 without additional financing.

                         Bankruptcy Warning

In July 2010 the Company entered into a series of agreements
providing for (i) the restructuring of the Company's outstanding
indebtedness to Marr and SF Capital and (ii) the transfer of the
Company's interests in the two Chinese joint ventures, Beijing
Marr and Beijing Calypte, to Kangplus.  Under the Debt Agreement,
$6,393,353 in outstanding indebtedness was agreed to be converted
to 152,341,741 shares of the Company's common stock, and the
Company's remaining indebtedness to Marr, totaling $3,000,000 was
cancelled.  In consideration for that debt restructuring, the
Company transferred its equity interests in Beijing Marr to
Kangplus pursuant to the Equity Transfer Agreement and transferred
certain related technology to Beijing Marr.  The Company has also
agreed to transfer its equity interests in Beijing Calypte to Marr
or a designate of its choosing.  The transactions contemplated by
the Debt Agreement and the Equity Transfer Agreement are subject
to Chinese government registration of the transfer of the equity
interests.  This registration has now been approved, and the
Shares were issued in March 2012.  Under the debt agreement with
SF Capital, $2,008,259 in outstanding indebtedness was converted
to 47,815,698 shares of the Company's common stock.

Notwithstanding this debt restructuring, the Company's significant
working capital deficit and limited cash resources place a high
degree of doubt on its ability to continue its operations.  In
light of the Company's existing operations and financial
challenges, the Company is exploring strategic and financing
options.  Failure to obtain additional financing will likely cause
the Company to seek bankruptcy protection.

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

                        http://is.gd/Z67hU9

                      About Calypte Biomedical

Portland, Oregon-based Calypte Biomedical Corporation develops,
manufactures, and distributes in vitro diagnostic tests, primarily
for the diagnosis of Human Immunodeficiency Virus ("HIV")
infection.


CENGAGE LEARNING: Moody's Rates Sr. Sec. Extended Term Loan 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Cengage Learning
Acquisitions, Inc.'s proposed senior secured extended term loan
due July 2017, and $300 million senior secured extended revolver
due March 2017. Cengage intends to utilize the net proceeds from a
new first lien debt offering to fund a 30% pay down of lenders
choosing to extend their portion of the company's current $3.9
billion term loan due July 2014. Cengage's B3 CFR, SGL-3
speculative-grade liquidity rating, other debt instrument ratings
and stable rating outlook are not affected. The significant
increase in cash interest expense resulting from the proposed
transactions weakens free cash flow generation and will pressure
the company's ability to address the refinancing risk associated
with its remaining 2014/2015 maturities. Moody's is not changing
the B3 CFR or the stable outlook because Cengage's leverage
position is not changing meaningfully as a result of the
transaction and it is still expected to generate positive free
cash flow despite the increase in interest expense.

The transactions favorably extend the maturity of approximately
$2.2 billion of debt to 2017. In addition, by obtaining a $300
million revolver commitment through March 2017, Cengage gains
additional time to execute its growth strategy and continue to
migrate product offerings to digital platforms. Despite these
benefits, Cengage's cash interest expense will increase
meaningfully (by an estimated $90 million annually) and this will
be a drag on cash generation and debt repayment potential. Moody's
believes this reduces Cengage's capacity to address the
significant refinancing risk associated with maturities of
approximately $1.7 billion in July 2014 and $1.5 billion in 2015
as the company has less room to absorb the further increase in
interest expense that will likely be necessary to refinance the
debt. Cengage will need to address these obligations at a
reasonable cost to maintain positive free cash flow, minimize
default risk, and avoid downward rating pressure.

Assignments:

  Issuer: Cengage Learning Acquisitions, Inc.

    Senior Secured Bank Credit Facility (Extended Revolver due
    2017), Assigned a B2, LGD3 - 36%

    Senior Secured Bank Credit Facility (Extended Term Loan due
    2017), Assigned a B2, LGD3 - 36%

Moody's other current ratings on Cengage are:

  Issuer: Cengage Learning Acquisitions, Inc.

    Corporate Family Rating, B3

    Probability of Default Rating, B3

    Senior Secured Bank Credit Facility (Revolver due 2013), B2,
     LGD3 - 36%

    Senior Secured Bank Credit Facility (Term Loan due 2014,
    including incremental Term Loan), B2, LGD3 - 36%

    Senior Unsecured Regular Bond/Debenture (due 2015), Caa2, LGD5
    - 87%

    Senior Subordinated Regular Bond/Debenture (due 2015), Caa2,
    LGD6 - 95%

    Outlook - Stable

Ratings Rationale

Cengage's B3 CFR reflects its good market position and broad range
of product offerings in higher education publishing, mitigated by
the very high debt-to-EBITDA leverage (8.4x LTM 12/31/11
incorporating Moody's standard adjustments and cash pre-
publication costs as an expense) that remains following the July
2007 leveraged buy-out. Moody's believes Cengage has moderate
growth prospects over the intermediate term and that its product
offerings and planned investments reasonably position the company
to transition its revenue as higher education publishing shifts to
digital from print formats. The company nevertheless faces several
near-term operating headwinds from continued inroads of rental
models in the used book market and ongoing pressure in for-profit
school channels. Moody's expects seasonal borrowings and a decline
in EBITDA (related to the absence of a reversal of bonus accruals
that boosted reported earnings in the second half of FY 2011) will
result in debt-to-EBITDA leverage rising to approximately 9x at
the end of FY 2012. Moody's projects low single digit EBITDA
growth in FY 2013 will reduce leverage to a mid 8x range. Moody's
believes Cengage's prospects for refinancing its still sizable
2014 and 2015 maturities are reasonable but not assured. The CFR
is weakly positioned within the B3 rating category due to the high
leverage, modest free cash flow generation and refinancing risk.
The ratings are highly sensitive to credit market conditions and
the expected cost of additional refinancing actions.

The B2 rating on the extended term loan and revolver, one notch
above the CFR, reflect guarantees from Cengage's material domestic
subsidiaries, its holding company and ultimate parent, and from
Gale Holdings I, Inc. and the pledge of all tangible and
intangible assets of the borrower's U.S. subsidiaries and Gale,
100% of the capital stock of U.S. subsidiaries and Gale, and 65%
of the stock of first-tier foreign subsidiaries. The collateral
pledge creates effective seniority relative to the $1.6 billion of
senior unsecured notes. Moody's assumes that the proposed first
lien debt offering will be structured to be pari passu with the
amended credit facility. Ratings are thus subject to a review of
the final terms of the transaction.

Cengage's SGL-3 speculative-grade liquidity rating reflects
adequate liquidity over the next 12-15 months based on expected
reliance on the revolver to fund projected cash needs related to
its highly seasonal operations, $72 million of AHYDO note
redemptions in July 2012, required term loan amortization and
refinancing costs. Moody's projects the $500 million revolver
(stepping down to $300 million in July 2013) will be sufficient to
fund Cengage's cash needs and that the EBITDA cushion within the
maximum 7.75x senior secured leverage covenant will remain above
30%.

The stable rating outlook reflects Moody's view that the March
2012 refinancing and revolver extension provide additional time
for Cengage to execute its operating plan and address its next
maturity hurdle (July 2014). Moody's expects Cengage's high debt-
to-EBITDA leverage will decline to a mid 8x range in FY 2013 and
that revenue and EBITDA will continue to rebound modestly from the
decline experienced in FY 2011. Moody's also expects Cengage will
maintain an adequate liquidity position for the next 12-15 months.

Cengage's ratings could be downgraded if the company is unable to
make de-leveraging progress or generate and sustain comfortably
positive free cash flow. A weakening of liquidity would also
pressure Cengage's ratings including through such factors as
significant revolver usage, weak or negative free cash flow,
erosion of the covenant cushion, or changes in the likely cost of
refinancing.

An upgrade is unlikely unless the company is able to address its
significant 2014/2015 maturities at a manageable cost. If that
were to occur, good operating execution that leads to revenue and
earnings growth, consistent free cash flow generation and debt
reduction, or debt repayment from asset sales or an equity
offering could lead to an upgrade if debt-to-EBITDA is sustained
comfortably below 8x and free cash flow is sustained above 3% of
debt.

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

Cengage, headquartered in Stamford, CT, is a provider of learning
solutions to colleges, universities, professors, students,
libraries, reference centers, government agencies, corporations
and professionals. Cengage publishes college textbooks and
reference materials, and supplements its print publications with
digital solutions. The company was acquired by funds managed by
Apax Partners and OMERS Capital Partners in a $7.3 billion
leveraged buy-out from Thomson Reuters Corporation in July 2007.
Revenue for the LTM ended December 31, 2011 was approximately
$1.94 billion.


CHARLES STREET: Files for Bankruptcy to Block Bank's Auction Plan
-----------------------------------------------------------------
Beth Healy at boston.com reports that, with their lender unwilling
to negotiate or halt foreclosure proceedings, members of the
Charles Street African Methodist Episcopal Church voted March 20
to file for federal bankruptcy protection, heading off OneUnited
Bank's plan to auction the congregation's property last week.

According to the report, at a special meeting held at the Roxbury
church, lawyers for Charles Street AME laid out options for
avoiding foreclosure on a $1.1 million loan.  The estimated 250
members in attendance voted to proceed with a Chapter 11
reorganization filing, to forestall the threatened sale of the
church on March 22, the church's lawyer, Ross Martin, Esq., said.

The report notes OneUnited, among the nation's largest black-owned
banks, ignored pleas from lawmakers, ministers, and business
leaders to talk, and ultimately left the church with little room
to maneuver.

According to the report, under the bankruptcy petition, Charles
Street is offering to repay the money it owes OneUnited --
totaling about $4.2 million -- over 30 years.  That includes both
the $1.1 million loan secured by the church property and
$3 million the church borrowed to build a community center a block
away.

The report notes the church is looking to keep all its property,
including a house in Milton that has served as a pastor's
residence and retail space near the church.  It's looking to
extend the payments for the loans over 30 years, more like a home
mortgage than a commercial loan, at a rate of 5.25%.

The report adds the umbrella organization that includes Charles
Street, the First Episcopal District of Philadelphia, would raise
$1.5 million to help repay the debt.

Charles Street African Methodist Episcopal Church --
http://csrrc.org/-- is located in Roxbury, Massachusetts.  The
Church is to advocate for the needs of community residents and to
strengthen individuals, families, and the community by providing
social, educational, economic, and cultural services.


CHRIST HOSPITAL: Bidders Told to Revise Offers
----------------------------------------------
E. Assata Wright, writing for the Hudson Reporter, reports that
the tandem of Community Healthcare Associates and LibertyHealth
System, and rival Hudson Hospital Holdco were told Friday to
revise and resubmit their proposals to acquire Christ Hospital.

According to the Hudson Reporter, a source close to the
proceedings could not confirm whether this request came from the
judge presiding over the hospital's bankruptcy or the hospital's
Board of Trustees.

The Hudson Reporter notes the committee representing the interests
of Christ Hospital creditors supports a bid from CHA and
LibertyHealth.  The hospital's Board of Trustees support Hudson
Hospital Holdco.

The Hudson Reporter says Judge Morris Stern had yet to issue a
ruling by late Friday afternoon.

According to the Hudson Reporter, Mark Rabson, spokesman for
LibertyHealth, said, "We respect the process. We look forward to
the final outcome on Friday."  The report notes the winning bidder
will still have to be approved by various state agencies.

The Hudson Reporter recounts LibertyHealth System made two offers
to buy Christ Hospital last year, the second of which was a
combined bid with CHA for $104.3 million.  In late December,
Hudson Hospital Holdco made an offer to buy Christ for $91.6
million.  Christ flatly rejected Holdco's offer days after it was
made.

According to the Hudson Reporter, the 2011 bids differ
substantially from the proposals the two entities submitted to the
bankruptcy court on March 15, and are also different from the
revised bids presented last Friday.  Details of the most recent
bids are not publicly available.

Last week, Terrence T. McDonald at The Jersey Journal reported
that a source close to the situation said CHA won the auction to
purchase Christ Hospital in Jersey City for a little over $40
million.  But the Jersey Journal said officials with Christ
Hospital denied the report, stressing that the hospital's board of
trustees has to review the bids before the board makes a
recommendation to a bankruptcy judge about which bid is the
highest and best offer.  In a statement, Christ Hospital CEO Peter
Kelly called any reports that a bidder has been selected
"misleading."

CHA owns the Barnert Medical Arts Complex and the William B.
Kessler Memorial Hospital.  According to Jersey Journal, CHA plans
to lease the Palisade Avenue medical facility to the Jersey City
Medical Center.  JCMC CEO Joe Scott said any bids are just "the
first step" in a process that will be resolved in U.S. Bankruptcy
Court.  "We just want to be respectful of the process," Mr. Scott
said.

In a separate report, Mr. McDonald at the Jersey Journal said
bidders hoping to purchase Christ Hospital reconvened on March 20
after an auction set for March 19 ended without a resolution.  The
report said the bidders include the owners of the Jersey City
Medical Center, partnering with Bloomfield-based CHA, and Hudson
Holdco, which owns Bayonne Medical Center and Hoboken University
Medical Center.

According to Jersey Journal, the owners of Meadowlands Hospital
Medical Center, which had originally intended to bid on the
140-year Palisade Avenue hospital, backed out at the last minute.
Prime Healthcare Services, who offered last year to purchase the
hospital, backed out, saying "political forces" in Hudson County
were working against the acquisition.

                     About Christ Hospital

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

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

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

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

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

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

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


CIMAREX ENERGY: Moody's Rates New $650MM Unsecured Notes 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded Cimarex Energy Co.'s Corporate
Family Rating to Ba1 from Ba2. At the same time, Moody's assigned
a Ba1 rating to Cimarex's proposed $650 million unsecured notes
due 2022. The Speculative Grade Liquidity rating was lowered to
SGL-2 from SGL-1. The rating outlook is stable.

Proceeds from the notes offering will be used to fund a tender
offer for Cimarex's existing $350 million unsecured notes due
2012, to repay $225 million in drawings under its bank credit
facility, and for general corporate purposes.

Ratings Rationale

"The ratings upgrade reflects Cimarex's continuing successful
track record in growing production and reserves at competitive
costs, while maintaining highly conservative financial policies,"
commented Gretchen French, Moody's Vice President - Senior
Analyst. "While Cimarex's debt levels are rising in order to fund
a portion of its heavy capital spending program, financial
leverage is expected to remain very conservative relative to its
peers."

Cimarex's Ba1 Corporate Family Rating is further supported by the
company's disciplined drilling strategy, strong management team,
good liquidity, and historically conservative reserve booking
policy. The ratings remain restrained by moderate size and limited
basin and geographic diversification, the high capital spending
needs for the development of its Woodford-Cana and Permian Basin
plays, somewhat early development stage of its Permian Basin play
and, despite growing oil production, a still significant exposure
to weak natural gas prices.

Cimarex's ratings could be upgraded if the company continues to
successfully grow a sustainable, more diversified, and durable
property base while maintaining solid returns and reasonably low
financial leverage. In particular, proved developed reserves and
production greater than 300 million barrels of oil equivalent and
140 million barrels of oil equivalent per day could support an
upgrade.

Cimarex's rating's could be downgraded if the company exhibits
poor capital productivity from its drilling program. In addition,
the ratings could be pressured by a sizable increase in financial
leverage. While Moody's expects the company's leverage could
continue to increase, the rating agency expects leverage to remain
below the peer group average.

The change in the SGL rating to SGL-2 rating reflects the
expectation that capital expenditures will exceed operating cash
flow over the near-term. The company's liquidity profile in 2012
is supported by good availability under its revolving credit
facility, considerable headroom under financial covenants and an
unsecured debt structure. However, Moody's expects Cimarex to
outspend operating cash flow by over $600 million during 2012,
with the shortfall funded from cash on the balance sheet ($52
million, pro forma for the proposed bond issuance) and drawings
under its $800 million bank credit facility. Both the credit
facility and proposed notes are unsecured, leaving significant
alternative methods to raise cash if needed.

The Ba1 rating on the proposed senior unsecured notes reflects
both the overall probability of default of Cimarex, to which
Moody's assigns a Probability of Default rating of Ba1, and a loss
given default of LGD 4 (51%). The proposed notes are in line with
the Ba1 Corporate Family Rating, reflecting the pari passu ranking
of the notes and Cimarex's unsecured credit facility.

The principal methodology used in rating Cimarex Energy was the
Global Independent Exploration and Production 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.

Cimarex Energy Co. is an independent exploration and production
company headquartered in Denver, Colorado.


CIMAREX ENERGY: S&P Rates New $650MM Senior Unsecured Notes 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured issue rating to Denver-based Cimarex Energy Co.'s
proposed $650 million senior unsecured notes due 2022. "The
recovery rating on the notes is '3', indicating our expectation of
meaningful (50% to 70%) recovery in the event of a payment
default. Cimarex's 'BB+' corporate credit rating and stable
outlook are unaffected. The exploration and production company
intends to use proceeds to repurchase its existing $350 million
notes due 2017, repay outstanding debt on its credit facility and
for general purposes. As of Dec. 31, 2011, Cimarex had about $405
million in balance sheet debt," S&P said.

The ratings on Denver-based Cimarex Energy Co. reflect the
company's 'fair' business profile as a midsize exploration
and production company in the volatile and capital-intensive oil
and natural gas industry, its moderate reserve life, and good
operating performance. The rating also reflects the company's
'intermediate' financial risk, given Cimarex's consistently strong
financial measures (which mitigate its lack of scale relative to
larger peers), its moderate financial leverage, and strong
liquidity," S&P said.

RATINGS LIST
Cimarex Energy Co.
Corporate credit rating                   BB+/Stable/--

New Rating
Proposed $650 mil sr unsecd nts due 2022  BB+
  Recovery rating                          3


CLAIRE'S STORES: Reports $39.5 Million Net Income in 4th Quarter
----------------------------------------------------------------
Claire's Stores, Inc., reported net income of $39.47 million on
$434.90 million of net sales for the three months ended Jan. 28,
2012, compared with net income of $21.32 million on $421.91
million of net sales for the three months ended Jan. 29, 2011.

The Company reported net income of $11.63 million on $1.49 billion
of net sales for the 12 months ended Jan. 28, 2012, compared with
net income of $4.32 million on $1.42 billion of net sales for the
12 months ended Jan. 29, 2011.

The Company's balance sheet at Jan. 28, 2012, showed $2.76 billion
in total assets, $2.78 billion in total liabilities and a $22.29
million stockholders' deficit.

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

                        http://is.gd/ezuk92

                       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.

CNH GLOBAL: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on CNH
Global N.V., including the 'BB+' corporate credit rating. "At the
same time, we affirmed the ratings on CNH Global's wholly owned
captive finance subsidiary CNH Capital LLC, which we believe is a
core holding of the parent. That rating is the same as that on
CNH Global's nearly 88% owner, Fiat Industrial SpA. For both
issuers, the outlook is stable," S&P said.

"We affirmed the ratings on agricultural and construction
equipment manufacturer CNH after taking the same action on CNH's
Italy-based parent, Fiat Industrial SpA, earlier," said Standard &
Poor's credit analyst Dan Picciotto.

Fiat owns approximately 88% of CNH Global, which Standard & Poor's
considers to be one of the Fiat Industrial's core holdings.
Therefore, the ratings on CNH Global reflect the financial and
business risk profiles of its parent.

"We expect CNH Global's operating performance to continue to
improve as demand benefits from solid global farmer incomes and a
rebound in construction," Mr. Picciotto said. "This rebound will
benefit the credit measures of Fiat Industrial."

"CNH Global has a 'satisfactory' business risk profile, as our
criteria define the term. It is the world's second-largest
agricultural equipment maker and a major manufacturer of
construction equipment, positions we expect the company to
maintain. We view CNH Global's financial risk profile as
'significant,' considering the financial profile and credit
measures of CNH Global's parent organization, Fiat Industrial,"
S&P said.

"The ratings on CNH Capital LLC, a wholly owned captive finance
company that provides financial services for CNH customers located
in the U.S. and Canada, reflect those on CNH Global, its parent.
Standard & Poor's views this subsidiary as a core holding of CNH
Global given its strategic importance to the parent, CNH Global's
ability to influence CNH Capital's actions, and an expectation
that the parent would provide financial support to the capital
company in times of need," S&P said.


COLONIAL BANK: S&P Cuts $280-Mil. Subordinated Debt Rating to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its 'R' long- and
short-term issuer credit ratings and its 'C' short-term
certificate of deposit rating on Colonial Bank by withdrawing
them. Colonial Bank was acquired by BB&T Corp. in 2009 as part of
a purchase and assumption transaction initiated by the FDIC,
Colonial Bank's receiver.

"We also corrected our rating on Colonial Bank's $280 million of
6.375% subordinated debt, due Dec. 1, 2015, by lowering it to 'D'
from 'CC' and removing it from CreditWatch negative. Subsequently,
we withdrew the rating on this issue. This rating was omitted when
the ratings on the parent, Colonial BancGroup, were lowered and
withdrawn on Sept. 11, 2009," S&P said.

RATINGS LIST

Ratings Withdrawn
                             To              From
Colonial Bank
Issuer Credit Rating        NR/NR           R/--/R
Short-Term CD Rating        NR              C

Rating Lowered

Colonial Bank
Subordinated                D               CC/Watch Neg

Rating Subsequently Withdrawn

Colonial Bank
Subordinated                NR              D


CONVERTED ORGANICS: Agrees to Issue Additional Shares to IMF
------------------------------------------------------------
Converted Organics Inc., on March 22, 2012, entered into separate
letter agreements with Iroquois Master Fund, Ltd., and an
institutional investor pursuant to which the Company agreed to
amend the terms of:

   (i) the convertible notes issued to the Investors pursuant to
       the Securities Purchase Agreement, dated as of Jan. 3,
       2012, by and among the Company, IMF and Iroquois Capital
       Opportunity Fund LP, as amended by the letter agreement
       dated March 12, 2012;

  (ii) the convertible notes the Company will issue in the future
       to IMF pursuant to the January Purchase Agreement; and

(iii) the convertible notes originally issued to IMF, of which
       certain of those notes are held by the institutional
       investor, pursuant to the Securities Purchase Agreement,
       dated as of April 1, 2011, by and among the Company, IMF
       and ICOF, as amended from time to time.

Pursuant to the Letter Agreements, the Company agreed to amend the
Notes to issue additional shares of common stock upon the
conversion of the Notes if on a conversion date the quotient of
(i) the aggregate Note amounts converted by the Note holder on any
conversion date divided by (ii) 80% of the lowest bid price of the
Company's common stock on such conversion date is greater than the
aggregate number of shares of common stock to be delivered by the
Company to the Note holder in respect of such converted aggregate
Note amounts, then the Company must deliver to the Note holder an
additional number of shares of common stock equal to the
difference between (1) the Bid Price Shares minus (2) the
Conversion Notice Shares.

                     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.


CONVERTED ORGANICS: Has 17.3 Million Outstanding Common Shares
--------------------------------------------------------------
On Jan. 12, 2012, Converted Organics Inc. issued a senior secured
convertible note, in exchange for the senior secured convertible
note issued on Nov. 2, 2011, in the aggregate original principal
amount of $3,474,797, which had $2,456,595 of principal
outstanding on Jan. 12, 2012, immediately prior to the exchange,
for a senior secured convertible note in the aggregate original
principal amount of $2,456,595, as well as additional
consideration.

As of March 23, 2012, the principal amount of the Note has
declined to $1,368,670.  From March 20, 2012 until March 23, 2012,
a total of $484,295 in principal had been converted into
14,050,000 shares of common stock. Since the issuance of the
Original Note, a total of $2,481,330 in principal had been
converted into 17,330,026 shares of common stock.  The Note
holders are accredited investors and the shares of common stock
were issued in reliance on Section 4(2) under the Securities Act
of 1933, as amended.

As of March 23, 2012, the Company had 17,367,190 shares of common
stock outstanding.

                      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.


CRYOPORT INC: Form S-1 Filed for 57.3 Million Shares
----------------------------------------------------
Cryoport, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the
offering by Andrew Curran, AQR Diversified Arbitrage Fund,
Chrysler LLC Master Retirement Trust, et al., of 55,720,100 shares
of the Company's common stock, par value $0.001 per share,
including 31,418,823 shares of the Company's common stock issuable
upon exercise of the warrants held by such selling security
holders.

The prospectus also relates to the issuance of 1,666,667 shares of
common stock upon exercise of certain publicly traded warrants,
that were issued as part of a public offering of units and the
resale of those shares of common stock.

The proposed maximum aggregate offering price is $13.69 million.

The Company's common stock and Traded Warrants are currently
traded on the OTCQB, operated by the OTC Markets Group, Inc.,
under the symbols "CYRX" and "CYPTW."  As of March 15, 2012, the
closing sale price of the Company's common stock and Traded
Warrants were $0.71 per share and $0.15 per Traded Warrant,
respectively.

A copy of the prospectus is available for free at:

                        http://is.gd/IqFtVQ

                         About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

KMJ Corbin & Company LLP expressed substantial doubt about
CryoPort's ability to continue as a going concern, following
the Company's fiscal 2009 results.  The firm noted that the
Company has incurred recurring losses and negative cash flows from
operations since inception.

The Company reported a net loss of $6.16 million on $378,718 of
net revenues for the nine months ended Dec. 31, 2011, compared
with a net loss of $4.29 million on $375,438 of net revenues for
the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $4.22 million
in total assets, $3.60 million in total liabilities and
$620,873 in total stockholders' equity.


CYBEX INTERNATIONAL: Reports $34.2 Million Net Income in 2011
-------------------------------------------------------------
Cybex International, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $34.25 million on $140.13 million of net sales for the
year ended Dec. 31, 2011, compared with a net loss of $58.23
million on $122.96 million of net sales during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $84.64
million in total assets, $65 million in total liabilities and
$19.64 million total stockholders' equity.

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

                        http://is.gd/ajUx20

                      About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.


CYBEX INTERNATIONAL: Borrows Additional $8.1 Million from RBS
-------------------------------------------------------------
Cybex International, Inc., and RBS Citizens, National Association,
entered into a Loan Modification Agreement, dated as of March 15,
2012, an Amended and Restated Credit Agreement dated as of
March 15, 2012, amending and restating the Credit Agreement dated
July 2, 2008, and an Amended and Restated Loan Agreement dated as
of March 15, 2012, amending and restating the Loan Agreement dated
as of Oct. 17, 2006.

These loan documents among other things provided for a new
$8,122,000 mortgage loan under the Loan Agreement, increased the
revolving line of credit ceiling under the Credit Agreement to
$18,000,000, extended the maturity date of the revolving line of
credit to July 2, 2013, and amended financial and other covenants
contained in, and modified the interest rate for the loans under,
the Loan Agreement and Credit Agreement.  In connection with
entering into the amended loan documents, the Company issued to
Citizens a warrant to purchase 75,000 shares of the Company's
common stock at an exercise of $.10 per share.

On March 21, 2012, the Company consummated the previously
announced settlement in the Barnhard v.Cybex International, Inc.,
product liability litigation, pursuant to which Cybex paid to the
plaintiff, net of insurance and contribution by the third party
defendant, $18,500,000 and agreed to pay an additional sum of
approximately $1,000,000 over seven years, the parties provided
cross-releases of all claims, and the litigation will be dismissed
with prejudice.  To fund a portion of these payments Cybex
incurred additional debt from RBS Citizens, National Association
pursuant to the amended loan documents.

                     About Cybex International

Medway, Mass.-based Cybex International, Inc. (NASDAQ: CYBI)
-- http://www.cybexintl.com/--is a manufacturer of exercise
equipment and develops, manufactures and markets strength and
cardiovascular fitness equipment products for the commercial and,
to a lesser extent, consumer markets.

The Company reported net income of $34.25 million on $140.13
million of net sales for the year ended Dec. 31, 2011, compared
with a net loss of $58.23 million on $122.96 million of net sales
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $84.64
million in total assets, $65 million in total liabilities and
$19.64 million total stockholders' equity.


DELILAH WINDER: Creditors Want Case Converted to Chapter 7
----------------------------------------------------------
Michael Klein at philly.com notes that creditors including Delilah
Winder's 30th Street Station landlord Amtrak petitioned to move
the case to Chapter 7 proceeding.

The Commonwealth of Pennsylvania claimed that Ms. Winder and her
company, Southern Girl Inc., owed $840,227.

Delilah Winder filed for Chapter 11 bankruptcy protection (Bankr.
D. N.J. Case No. 11-_____) in March 2011, listing assets of up to
$50,000 and debts of between $500,000 and $1 million.


DELPHI CORP: Withdraws Injunction Plea vs. Metaldyne Trustee
------------------------------------------------------------
Reorganized Delphi and its affiliates withdrew their motion to
enforce the injunction under the Modified First Amended Joint Plan
of Reorganization and related confirmation order dated July 30,
2009, against the trustee for the Oldco M Distribution Trust.  The
Oldco Trustee has not served a response to the motion.

Reorganized Delphi had asked the Bankruptcy Court to permanently
enjoin the trustee for The Oldco M Distribution Trust, formerly
known as Metaldyne Corporation, from pursuing an adversary
proceeding.

The Executive Sounding Board Associates Inc., in its capacity as
trustee of the Oldco M Distribution Trust, previously sought an
adjournment of the hearing on the Enforcement Motion citing that
the parties are engaged in discussions regarding a resolution of
the adversary proceeding.

                       About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes DELPHI BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/
or 215/945-7000).


DELPHI CORP: Group Wants GM/Delphi Pension Acts Rectified
---------------------------------------------------------
Patricia Meyer, director of Labor Advocates Workers Solution,
wrote to Judge Robert D. Drain, stating that her agency has been
investigating the circumstances surrounding the 1999 GM/Delphi
spin-off since 1997.

As a result of the spin-off and the subsequent bankruptcy of
Delphi, many Delphi employees lost their retirement money and now
their pensions are "at the mercy of the PBGC," said Ms. Meyer.
Not only are the Delphi employees' pension coming from the PBGC
but a group of salaried employees who never worked for Delphi but
were employed by GM and American Axle found their GM pension had
been switched to Delphi and are now also receiving their pension
from the PBGC, she disclosed.

Ms. Meyer appended documents to her letter to support her
assertions and asked the Court to rectify the "fraudulent
behavior on the part of GM/Delphi."

Full-text copies of the Meyer Documents are available for free
at: http://bankrupt.com/misc/Delphi_MeyerDocs.pdf

Ms. Meyer also forwarded to the Court documents she received from
Mika Meyers Beckett & Jones PLC regarding certain class actions
filed against Delphi, full-text copies of which are available for
free at http://bankrupt.com/misc/Delphi_SuppMeyerDocs.pdf

                       About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- was a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi Corp.'s Chapter 11 plan of reorganization
became effective.  A Master Disposition Agreement executed among
Delphi Corporation, Motors Liquidation Company, General Motors
Company, GM Components Holdings LLC, and DIP Holdco 3, LLC,
divides Delphi's business among three separate parties -- DPH
Holdings LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes DELPHI BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/
or 215/945-7000).


DELTA PETROLEUM: Wants Bidders Allowed to Buy Stock and Assets
--------------------------------------------------------------
Delta Petroleum Corporation has sought court approval to amend the
bidding procedures for its upcoming auction.  The expanded
procedures would allow bidders to propose buying stock as part of
a plan of reorganization, as well as the asset bids currently
contemplated.  Delta is looking for an extension to April 18 of
the deadline for bidders to submit their proposals.

"We are very pleased to have identified significant additional
sources of value for our stakeholders, and we believe the
additional time to allow proposals to develop is well justified,"
CEO Carl E. Lakey said.  "Delta's sale process has received
significant interest from a variety of companies and investors,
and this extension is intended to facilitate the ability of those
bidders to consider structuring alternatives that may preserve
certain tax attributes."

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors's restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Delta will hold an auction for the business on March 26, 2012.  No
buyer is under contract.  There is $57.5 million in financing for
the Chapter 11 effort.

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


DETROIT, MI: Fitch Lowers Rating on $553MM ULTGO Bonds to Low-B
---------------------------------------------------------------
Fitch Ratings has downgraded the following ratings for Detroit,
Michigan (the city):

  -- Approximately $553 million unlimited tax general obligation
     (ULTGO) bonds to 'B' from 'BB-';

  -- Approximately $486 million limited tax general obligation
     (LTGO) bonds to 'B-' from 'B+';

  -- Approximately $1.5 billion pension obligation certificates of
     participation (COPs) series 2005-A, 2006-A, and 2006-B issued
     through the Detroit Retirement Systems Funding Trust,
     Michigan to 'B' from 'BB-'.

The ratings remain on Rating Watch Negative.

ULTGO bonds are supported by the city's unlimited property tax
pledge. LTGO bonds are a first budget obligation.  Pension COPs
are unconditional contractual obligations of the city, not subject
to appropriation.  If the city fails to make a COP debt service
payment, the contract administrator may file a lawsuit against the
city to enforce the obligation, and a court can compel the city to
raise the payment through the levy of taxes without limit as to
rate or amount pursuant to Michigan law.

FISCAL SOLUTIONS DELAYED: The downgrade and maintenance of the
Rating Watch Negative are based on delays in implementation of
actions at the city and state level that might avert a fiscal
crisis for the city.  Fitch sees no assurance that the
considerable hurdles to implementing urgently needed changes in
the city's financial profile will abate.

INCREASED LIQUIDITY CONCERNS: Fitch cited the potential for
depletion of liquidity during the current fiscal year in its
December 2011 rating action placing Detroit's general obligation
bonds on Rating Watch Negative.  Recent actual cash flows appear
somewhat weaker than previously projected by the city, indicating
a lack of progress in resolving an acute situation.

TERMINATION EVENT TRIGGERED: Under the terms of swap agreements
related to the city's pension COPs, a recent rating downgrade
triggered a termination event that will require the city to pay to
its counterparties an estimated $50 million per year plus interest
on the unpaid balance for the next seven years.  While not a
substantial amount of the overall budget, the city's precarious
financial position is poorly equipped to accommodate this
increased expense.

STATE INTERVENTION EFFORTS DELAYED: A state fiscal review team was
due to present its findings and recommendations regarding the
status of the city's finances to the governor on March 26.  The
review team has been charged with violating the state's Open
Meeting Act.  A hearing will be held in Ingham County court on
March 29, and the governor is enjoined from implementing any
corrective action before the judge rules following the hearing.

LIMITED EXPENSE REDUCTION PROGRESS: The city has implemented fewer
than one-half of the 1,000 layoffs announced in December 2011, and
has tentative agreements from unions on modifications to labor
contracts.  However, the agreements have not been ratified and
Fitch is concerned the ability to effect sufficient spending
reductions to avoid further significant financial deterioration in
the current year is increasingly limited.

SEVERE IMPLICATIONS OF EMERGENCY MANAGER: Efforts to avoid
imposition of an emergency manager under Act 4 have so far been
unsuccessful. City and state officials have been working on a
proposal to implement increased managerial powers by either the
city (in the Mayor's proposal) or a control board appointed
primarily the state (in the state's proposal), but there is an
apparent lack of consensus.  The possibility still exists that the
state will impose an emergency manager, which would make swap
termination payments of a reported $350 million due immediately
rather than over seven years.

WEAK ECONOMIC INDICATORS: Housing, wealth, and employment-related
factors are chronically poor with limited expectation for
improvement.

HIGH DEBT LOAD: The overall debt burden is exceptionally high.
Pension funding ratios remain satisfactory but annual required
contributions (ARCs) are increasing notably.

NEAR TERM CASH DEPLETION: An inability to conserve sufficient cash
to insure payments for essential functions would lead to increased
bankruptcy risk and could be a harbinger of a debt default.

CONTINUED DELAY IN EXPENSE REDUCTION: Even if the near-term cash
shortage is addressed, Fitch remains concerned that the level of
recent annual operating shortfalls is unsustainable and is most
likely to be addressed with sizable spending cuts, which have
proved challenging to implement to date.  Increasing pension
payments contribute to the need for these cuts.

IMMEDIATE SWAP TERMINATION: If the termination is triggered by the
appointment of an Act 4 emergency manager, absent another
agreement with its counterparties, Detroit faces a potential
immediate payment equal to up to one-third of its fiscal 2012
general fund budget.

LIQUIDITY THE MOST IMMEDIATE CONCERN
Significant efforts by the city administration to address its
immediate liquidity shortage and longer-term operational issues
have so far failed to yield measurable results.  Since Fitch's
last review in December 2011, the city's financial position
appears to have weakened.  Recent cash flow projections indicate
that the January 2012 cash position is lower than was forecast in
November, although the projections indicate a slight delay in the
depletion of cash to May from April.  The immediacy of this
potential outcome has nevertheless increased.

The recent triggering of an interest rate swap termination event
creates more uncertainty as to the amount the city has to pay in
debt service given that the termination results in a now variable
rate obligation.  If interest rates rise, Fitch believes the city
would find accommodating this increased expense into its budget
difficult.

In December the Mayor announced 1,000 layoffs, but only 270 have
thus far been implemented.  Grant funding has been obtained for 75
positions and 95 positions have become vacant and will not be
filled.  City-funded positions have thus declined by 440, or less
than one-half the layoff target that were expected at this point
in time.  At the time of Fitch's last review in December, it was
also expected that agreements with unions on concessions would be
forthcoming within a number of weeks.  Tentative contracts have
been agreed upon but not yet ratified.  Fitch believes these
delays in implementing meaningful spending reductions pose an
increased risk that will limit the city's ability to continue
meeting its financial obligations.

The city indicated last fall the need to revise existing labor
agreements that expire on June 30, 2012 to gain concessions for
needed budget relief in the current fiscal year.  Instead, the
city and its major bargaining units have tentatively agreed to a
new three-year contract that would supersede the existing ones.
Fitch views positively this change; however, it appears that terms
contained in the agreements are delaying their ratification,
causing additional concerns about the city's ability to take
strong, timely action.

In addition to delays in the city's implementation of spending
cuts, the state is now delayed in its ability to impose corrective
action.  The governor's financial review team was scheduled to
complete its work by March 26 and report to the governor on
recommended corrective action, which may ultimately include the
imposition of an emergency manager.  However, an Ingham County
Circuit Court judge has cited the review team for violating the
state Open Meeting Act and issued an order enjoining the governor
from entering into a consent agreement with the city prior to a
ruling on that hearing.  A hearing scheduled for March 29.  The
state will reportedly appeal this order.

The state has proposed a consent agreement in lieu of possible
imposition of an emergency manager.  The consent agreement also
featured a nine-member fiscal advisory board, appointed primarily
by the state, which would have broad powers to appoint local
officials, make financial and budgetary decisions, and alter
existing contracts.  The Mayor has rejected this agreement,
proposing instead an agreement with a seven-member board appointed
primarily by local officials with a more advisory role.  The
Mayor's agreement also proposes expanded powers for the Mayor.
This disagreement leads to further concerns about the prospects
for meaningful and achievable changes to the city's financial
situation.

The general fund balance at fiscal 2011 year-end stood at negative
$148.1 million, with an unrestricted balance (the sum of
committed, assigned, and unassigned per GASB 54) of negative
$169.7 million or 13.2% of spending. At $56.9 million, the
operating deficit for the year was slightly weaker than city
officials' expectations of $40 million-$45 million.  Fitch
recognizes that the magnitude of the operating deficit was notably
improved from the prior two fiscal years but the ongoing deficits
continue to place the city's finances in an unusually weak and
declining position.


DEX ONE: Completes Bank Debt Repurchases; To Retire $142MM Debt
---------------------------------------------------------------
Dex One Corporation successfully repurchased bank debt at each of
its three operating subsidiaries and will retire approximately
$142 million in principal amount of bank debt for approximately
$70 million in cash consideration.

Two of the three offers were over-subscribed, allowing the company
to use the full amount of cash designated for debt repurchases at
those two subsidiaries and more than two-thirds of the cash
designated for debt repurchases at the third.

"We will continue to take steps to strengthen our balance sheet,"
said Dex One CEO Alfred Mockett.  "Given the significant level of
interest in our tender offers, we are able to reduce a meaningful
amount of our outstanding debt obligations.  As a result of our
debt restructuring initiatives and other obligatory payments, we
are targeting the retirement of at least $500 million of total
debt in 2012."

As announced on March 14, 2012, designated utilization and price
ranges for the bank debt repurchases were as follows:

    * Dex Media East, Inc. - offered to utilize up to $12.5
      million to repurchase its bank debt at a price of 50.5% to
      54.5% of par.

    * Dex Media West, Inc. - offered to utilize up to $23.5
      million to repurchase its bank debt at a price of 60.0% to
      64.0% of par.

    * R.H. Donnelley Inc. - offered to utilize up to $40 million
      to repurchase its bank debt at a price of 41.5% to 45.5% of
      par.

The offers expired at 5:00 p.m., New York City time, on Wednesday,
March 21, 2012.  Settlement of the prepayments is expected on or
about Friday, March 23, 2012.

On a related note, on March 20, 2012, Dex One launched a tender
offer for a portion of its $300 million aggregate principal amount
of 12% / 14% Senior Subordinated Notes due 2017.  This offer
remains open until April 19, 2012.

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

The Company reported a net loss of $518.96 million in 2011
compared with a net loss of $923.59 million for the eleven months
ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.46 billion
in total assets, $3.47 billion in total liabilities, and a
$9.86 million total shareholders' deficit.


DOLLAR GENERAL: Moody's Reviews 'Ba2' CFR for Possible Upgrade
--------------------------------------------------------------
Moody's Investors Service placed Dollar General Corporation's long
term ratings on review for possible upgrade including its
Corporate Family Rating of Ba2. At the same time, Moody's assigned
a Ba1 to the proposed Trance C extension to its senior secured
term loan. Moody's also affirmed its Speculative Grade Liquidity
rating at SGL-1 indicating Moody's view that liquidity is expected
to remain very good.

Ratings Rationale

The review for possible upgrade reflects Dollar General's
continued strong operating performance. It also reflects the fact
that Kohlberg Kravis Robert's ("KKR") controlling interest in
Dollar General is currently about 54%, a level that is approaching
50%.

The following rating is assigned

Senior secured term loan C "first out" extension at Ba1
(LGD 3, 39%)

The following ratings are placed on review for possible upgrade
and LGD point estimates subject to change

Corporate Family Rating at Ba2

Probability of Default Rating at Ba2

$512 million senior secured "first loss" term loan B-2 at Ba3
rating (LGD 4, 65%)

Senior subordinated notes at B1 (LGD 5, 86%)

The following ratings are affirmed:

$1.451 billion senior secured "first out" term loan B-1 at Ba1
rating (LGD 3, 39%)

Speculative Grade Liquidity rating at SGL-1

The review for possible upgrade will focus on Dollar General's
capital structure including the final size and terms of the
proposed senior secured term loan C. The review will also assess
Dollar General's liquidity. The review will also consider KKR's
controlling interest in Dollar General as well as the likelihood
that it may fall below 50% thus triggering a change in the
composition of the board of directors such that the board is no
longer controlled by KKR. Lastly, the review will focus on Dollar
General's future operating performance.

Ratings are likely to be upgraded should Dollar General's
controlling owner, KKR, support financial policies which allow the
company to maintain credit metrics consistent with a higher rating
over the medium term or should KKR's ownership interest be likely
to fall below 50%. Quantitatively, an upgrade would require debt
to EBITDA to remain below 3.0 times and EBITA to interest expense
remain above 4.25 times.

Ratings could be confirmed should Dollar General show evidence
that its financial policies would support credit metrics remaining
at levels more appropriate for a Ba2 rating over the medium term.
Given the cushion in the current level of Dollar General's credit
metrics, a downgrade is unlikely at the present time. However,
ratings could be downgraded should Dollar General's financial
policies become more aggressive. Ratings could also be downgraded
should Dollar General's operating performance deteriorate or debt
levels increase such that debt to EBITDA is sustained above 4.0
times or EBITA to interest expense falls below 2.5 times.

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

Dollar General Corporation, headquartered in Goodlettsville,
Tennessee, operates extreme value general merchandise stores.
Revenues are about $15 billion.


DOLLAR GENERAL: S&P Puts 'BB+' Corp. Credit Rating on Watch Pos
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB+' corporate credit rating, on Credit Watch with positive
implications, following Dollar General's better-than-expected
operating results for the quarter ended Feb. 12, 2012. The 'BBB'
rating on the $1.7 billion first-out term loan is affirmed and not
placed on Credit Watch Positive because there is limited upgrade
potential on this debt based on the collateral coverage.

"The ratings on Dollar General reflect our expectation that the
company's value-focused merchandising strategy and continued store
expansion will sustain the positive operating momentum and
contribute to further improvement in credit measures," said
Standard & Poor's credit analyst Ana Lai.

"We view Dollar General's business risk as 'satisfactory', because
of its good market position as the largest dollar-store chain in
the U.S., with over 9,000 stores, good prospects for future
growth, and improved merchandising and operating efficiencies.
Still, Dollar General operates in the highly competitive discount
retail sector and is pursuing an aggressive growth plan, in our
opinion. We expect the positive operating momentum to continue in
2012--albeit at a slower pace than in 2011--as a result of its
value proposition and good execution," S&P said.

"We currently view Dollar General's financial profile as
'significant.' However, given the improvement in credit protection
measures we expect, we believe credit protection measures could
improve to levels in line with that of an 'intermediate' financial
profile. In our base case, we forecast total debt to EBITDA to
decline toward the low-2.0x and EBITDA interest coverage to
increase to over 6x in 2012, mainly through EBITDA growth. We
forecast free cash flow to remain healthy. Dollar General
generated over $500 million of free cash flow in 2011. Dollar
General recently approved a $500 million share repurchase program
and has $315 million outstanding. Going forward, we expect Dollar
General to use a significant portion of its free cash flow to fund
share repurchases rather than debt reduction," S&P said.

"We will resolve the CreditWatch following a review of the
company's financial policy, given the majority ownership by equity
sponsors, as well as their future store growth and operating
strategies. We expect to raise the ratings by one notch, raising
the corporate credit rating to 'BBB-', an investment-grade rating,
from 'BB+', with a stable outlook," S&P said.


DUNE ENERGY: Incurs $60.4 Million Net Loss in 2011
--------------------------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$60.41 million on $62.89 million of revenue in 2011, compared with
a net loss of $75.53 million on $64.18 million of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$247.42 million in total assets, $122.49 million in total
liabilities, and $124.93 million in total stockholders' equity.

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

                        http://is.gd/jrVUzc

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


EASTMAN KODAK: Wants to Tap Deloitte for Actuarial Services
-----------------------------------------------------------
Eastman Kodak Co. asked the U.S. Bankruptcy Court in Manhattan to
approve the hiring of Deloitte Consulting LLP effective
January 19, 2012.

Deloitte Consulting will provide actuarial consulting services
pursuant to work orders issued under a 2006 master services
agreement with Eastman Kodak.  The firm and Eastman Kodak entered
into the work orders for:

  (1) the performance of US GAAP actuarial valuation services
      for select FAS 87, 106, and 112 employee benefit programs
      of Eastman Kodak and its affiliates for the 2011-12 cycle
      (Employee Benefit Plans Work Order);

  (2) the provision of actuarial consulting services for
      global employee benefit programs of Eastman Kodak and its
      affiliates for the 2011-12 cycle (Employee Benefit Plans
      Work Order-Special Projects);

  (3) the performance of recurring US GAAP actuarial valuation
      services with respect to workers compensation exposures
      for Eastman Kodak for the 2011 cycle (Workers Compensation
      Work Order);

  (4) the provision of actuarial support related to the
      preparation of components of Eastman Kodak's 2011 SEC
      proxy disclosure (2011 SEC Proxy Work Order);

  (5) the provision of assistance in responding to employee
      benefits related inquiries related to the commencement
      of Eastman Kodak's Chapter 11 cases (Employee Benefit
      Plans Work Order-Bankruptcy Services);

  (6) the provision of actuarial support related to the
      preparation of components of Kodak's 2012 SEC proxy
      disclosure (2012 SEC Proxy Work Order); and

  (7) the provision of medical rate consultation services
      (Medical Rate Work Order).

Eastman Kodak proposed to compensate Deloitte Consulting on an
hourly basis for its services set forth in the Employee Benefit
Plans Work Order-Special Projects, the Workers Compensation Work
Order, the Employee Benefit Plans Work Order-Bankruptcy Services,
and the SEC Proxy Work Orders.

Meanwhile, the company proposed to pay the firm for its services
set forth in the Employee Benefit Plans Work Order-Recurring
Services and the Medical Rate Work Order in accordance with
the terms thereof.

The hourly rates that Deloitte will charge pursuant to the
Employee Benefit Plans Work Order-Special Projects are:

                                            Hourly Rate for
                    Hourly Rate for         Other Actuarial
Classification     Annual Spec. Projects   Consulting
--------------     ---------------------   ---------------
Partner/Principal         $435                  $525
Director                  $435                  $470
Senior Manager            $345                  $415
Manager                   $300                  $370
Senior Staff              $225                  $285
Staff                     $175                  $200

The hourly rates for the firm's services under the Workers
Compensation Work Order are:

Classification          Hourly Rate
--------------          -----------
Principal/Director          $435
Senior Manager              $345
Manager                     $300
Senior Staff                $225
Staff                       $175

Deloitte will charge the company for its services pursuant to the
Employee Benefit Plans Work Order-Bankruptcy Services at these
hourly rates:

Classification          Hourly Rate
--------------          -----------
Principal/Director          $525
Senior Manager              $415
Manager                     $370
Senior Staff                $285
Staff                       $200

Meanwhile, the hourly rates for the firm's services pursuant to
the SEC Proxy Work Orders are:

Classification          Hourly Rate
--------------          -----------
Principal/Director          $435
Senior Manager              $345
Manager                     $300
Staff                       $175

Deloitte Consulting will be reimbursed of any expenses it incurred
in connection with its employment, according to the application.

In a declaration, Jason Flynn, a principal of Deloitte Consulting,
disclosed that the firm and its personnel do not hold or represent
interest adverse to Eastman Kodak, and that they are
"disinterested persons" under Section 101(14) of the Bankruptcy
Code.

                       About Eastman Kodak

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

The Company, founded in 1880 by George Eastman, was once the
world's leading producer of film and cameras.  In recent years,
Kodak has been working to transform itself from a business
primarily based on film and consumer photography to a smaller
business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.

Having invested significantly in research and development for over
a century, Kodak has a vast portfolio of patents.  In 1975, Kodak
scientists invented the first digital camera.  Kodak then went on
to develop a vast collection of patented technologies to enhance
digital image capture and processing, technologies that are used
in virtually every modern digital camera, smartphone and tablet,
as well as numerous other devices.  Kodak has 8,900 patent and
trademark registrations and applications in the United States, as
well as 13,100 foreign patents and trademark registrations or
pending registration in roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Kodak says it has "significant" legacy liabilities, which include
$1.2 billion in non-U.S. pension liabilities, $1.3 billion of
Other Post-Employment Benefit ("OPEB") liabilities and roughly
$100 million in environmental liabilities.

Kodak has outstanding funded debt in an aggregate amount of
roughly $1.6 billion, consisting primarily of roughly: (a) $100
million outstanding under the first lien revolving credit facility
plus an additional $96 million in face amount of outstanding
letters of credit; (b) $750 million in principal amount of second
lien secured notes; (c) $400 million in principal amount of
convertible notes; and (d) $283 million in principal amount of
other senior unsecured debt.  Kodak also has roughly $425 million
in outstanding trade debt.

Kodak sought bankruptcy protection amid near-term liquidity issues
brought about by steeper-than-expected declines in Kodak's
historically profitable traditional businesses, and cash flow from
the licensing and sale of intellectual property being delayed due
to litigation tactics employed by a small number of infringing
technology companies with strong balance sheets and an awareness
of Kodak's liquidity challenges.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

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


ELITE PHARMACEUTICALS: Inks Pact with Hong Kong-Based Company
-------------------------------------------------------------
Elite Pharmaceuticals, Inc., has entered into an agreement to
develop for a private Hong Kong-based company a branded
prescription pharmaceutical product.

Under the terms of the agreement, the Customer will provide the
formulation for the product and Elite will undertake a
developmental program for the product.  The Customer will be
responsible for the filing of the New Drug Application for the
finished product and the NDA will be filed under the Customer's
name.  Upon approval of the NDA, Elite will retain certain rights
to manufacture the product.  The Customer will be responsible for
the marketing and sales of the final product.  The Customer will
pay Elite milestone payments for the development work.

                    About Elite Pharmaceuticals

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

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

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

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

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


ENERGY CONVERSION: Creditors Balk at Key Employee Retention Plan
----------------------------------------------------------------
BankruptcyData.com reports that Energy Conversion Devices'
official committee of unsecured creditors filed with the U.S.
Bankruptcy Court an objection to the Debtors' motion for an order
authorizing and approving (A) a key employee retention plan, (B) a
management incentive plan and (C) a severance compromise program.

According to the committee, "Chief among their excessive spending
requests, the Debtors propose three employee compensation plans in
the Employee Incentive Motion. However, the Debtors provide almost
no information justifying spending millions of dollars pursuant to
the Employee Incentive Motion beyond the $1,000,000 per week burn
rate already contemplated by their cash collateral motion and
their requests fail to pass muster under the Bankruptcy Code's
requirements."

                  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.


EURAMAX INTERNATIONAL: Incurs $62.7 Million Net Loss in 2011
------------------------------------------------------------
Euramax Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $62.71 million on $933.67 million of net sales for the
year ended Dec. 30, 2011, a net loss of $38.54 million on
$883.70 million of net sales for the year ended Dec. 31, 2010, and
a net loss of $85.62 million on $812.05 million of net sales for
the year ended Dec. 25, 2009.

The Company reported a net loss of $25.21 million on
$219.66 million of net sales for the three months ended Dec. 30,
2011, compared with a net loss of $11.57 million on
$211.71 million of net sales for the same period a year ago.

The Company's balance sheet at Dec. 30, 2011, showed
$619.24 million in total assets, $672.53 million in total
liabilities, and a $53.29 million total shareholders' deficit.

President and CEO Mitchell B. Lewis commented, "Our performance in
2011 reflects a continuation of the lower end market demand
environment that emerged following the recession of 2008 and 2009.
In response to market challenges we have continued with
initiatives to change and improve our business to adapt to the
current demand environment.  In 2011, we further rationalized our
manufacturing and distribution foot print and continued to pursue
production efficiency gains and procurement savings.  These
initiatives, while undertaken in response to continued relative
softness in demand, are expected to contribute to higher levels of
operating performance as markets recover.  Additionally, in 2011
we improved our capital structure through the issuance of high-
yield notes and a senior secured loan facility, proceeds of which
were used to repay higher cost debt.  This refinancing relieved
the Company of restrictive financial covenants, significantly
reduced interest costs, and provides financial flexibility needed
to grow our business in future periods."

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

                        http://is.gd/PjXaNI

                           About Euramax

Based in Norcross, Georgia, Euramax International, Inc., is a
leading international producer of aluminum, steel, vinyl and
fiberglass products for original equipment manufacturers,
distributors, contractors and home centers in North America and
Western Europe. The Company was acquired for $1 billion in 2005 by
management and Goldman Sachs Capital Partners.

Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.),
United Kingdom (Ellbee Limited and Euramax Coated Products
Limited), and The Netherlands (Euramax Coated Products B.V.), and
France (Euramax Industries S.A.).

                            *     *     *

As reported by the Troubled Company Reporter on April 24, 2009,
Moody's Investors Service downgraded Euramax International's
corporate family rating and probability of default rating to Ca
from Caa1.  Euramax was acquired for $1 billion in 2005 by
management and Goldman Sachs Capital Partners.  A "large portion
of the purchase price was financed with debt," according to S&P.

As reported by the TCR on July 30, 2009, Standard & Poor's Ratings
Services raised its ratings on Norcross, Georgia-based Euramax
International Inc., including the long-term corporate credit
rating, to 'B-' from 'D'.

"The ratings upgrade reflects the company's highly leveraged,
although somewhat improved, financial risk profile following a
recent out-of-court restructuring," said Standard & Poor's credit
analyst Dan Picciotto.  "As a result of the restructuring,
Euramax's second-lien debtholders received equity and about half
of its new $513 million of first-lien debt is pay-in-kind,
providing some cash flow benefit," he continued.


FASTSHIP INC: Files for Bankruptcy Amid Patent Suit Against Navy
----------------------------------------------------------------
Hayley Kaplan at the Deal Pipeline reports that FastShip Inc.,
together with affiliates FastShip Atlantic Inc. and Thornycroft,
Giles & Co., filed on March 20, 2012, for Chapter 11 protection in
the U.S. Bankruptcy Court for the District of Delaware as it
pursues a patent infringement case against the U.S. Navy.

According to the report, FastShip is seeking approval of a
$400,000 debtor-in-possession loan from IP Co.  The financing is
priced at 5% and would mature on the effective date of the
reorganization plan to be filed the Debtor.  The DIP loan would
carve out $195,000 for professional fees and accrues no additional
fees.

The case is before Judge Brendan Linehan Shannon.

The report relates FastShip said it has insufficient cash and
revenues to maintain necessary operations and preserve the value
of its assets while under bankruptcy protection.  Without the
financing, the company said it would be unable to move forward
with its bankruptcy case.

The report notes it is unclear from court documents whether the
Debtor is seeking to reorganize or liquidate its assets, and
debtor counsel Raymond Howard Lemisch, Esq., and Kari Coniglio,
Esq., of Benesch Friendlander Coplan & Aronoff LLP didn't respond
to requests for comment Wednesday.  But FastShip is seeking to
create a liquidating trust to pursue and monetize the patent
infringement litigation it has initiated against the Navy during
the bankruptcy proceeding.

The report further says that FastShip had roughly $30 million in
secured debt and $9 million in unsecured debt in 2009, court
documents show.  No figures were provided for 2010 and 2011.

According to the report, FastShip believes the U.S. Navy violated
its patents by building $650 million worth of high-speed combat
vessels at the same time the debtor's business plan was failing.
FastShip said it attempted to reach a settlement with the Navy
when it filed an administrative claim against it in April 2008.
Two years later, the Navy summarily denied FastShip's claim.

The report notes the company's largest unsecured lenders include
DEJP Holdings LLC (owed $2.45 million), Blank Rome LLP ($2.01
million) and Ronald F. Cornelison ($1.89 million).  FastShip
listed less than $50,000 in assets and $10 million to $50 million
in liabilities in its petition.

The report adds Omni Management Group LLC is the debtor's claims
agent, and Brownstein Corp. is the company's financial adviser.

Based in Philadelphia, FastShip Inc. --
http://www.fastshipatlantic.com/-- is high-speed sea freighter
designer.


FRANKLIN CREDIT: Reports $21.9 Million Net Income in 2011
---------------------------------------------------------
Franklin Credit Holding Corporation filed with the U.S. Securities
and Exchange Commission its Annual Report on Form 10-K disclosing
net income of $21.98 million on $94.38 million of total revenues
in 2011, compared with a net loss of $55.27 million on $41.74
million of total revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $23.22
million in total assets, $850.95 million in total liabilities and
a $827.73 million total stockholders' deficit.

Marcum LLP, in New York, noted in its report on the Company's 2011
financial results that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.

                       To File For Bankruptcy

Subject to the final approval of The Huntington National Bank, the
Bank agreed as part of certain implementing agreements regarding a
transaction in September 2010 to a spinoff of the ownership of
Franklin Credit Management Corporation.  Within the next several
weeks simultaneously with or shortly after the commencement of a
potential bankruptcy case, the Company anticipates beginning the
process of spinning off FCMC through the filing of a voluntary
petition for bankruptcy relief and pre-packaged plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of New Jersey, subject to
having first obtained the consent of the only eligible voting
creditor, the Bank, which the Company anticipates receiving and
otherwise satisfying the requirements of the U.S. Bankruptcy Code.

Neither FCMC nor any other subsidiaries of FCHC intend to file for
bankruptcy.  It is anticipated that following the Bankruptcy
Filing, FCHC will continue to operate in the ordinary course of
business as a "debtor-in-possession" under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions
of the U.S. Bankruptcy Code and the orders of the Bankruptcy
Court.  FCHC will not request the appointment of a case trustee or
examiner.  Vendors of FCHC will be paid for goods furnished and
services provided in the ordinary course of business during the
pendency of the bankruptcy.  FCHC has incurred and the Company
anticipates will continue to incur significant costs, primarily
professional fees, associated with the Bankruptcy Filing.
Following a successful consummation of the Plan of Reorganization,
a liquidation of FCHC is not immediately contemplated.

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

                        http://is.gd/sge1Wc

                   About Franklin Credit Holding

Franklin Credit Holding Corporation (OTC BB: FCMC)
-- http://www.franklincredit.com/-- is a specialty consumer
finance company primarily engaged in the servicing and resolution
of performing, reperforming and nonperforming residential mortgage
loans, including specialized loan recovery servicing, and in the
analysis, pricing, due diligence and acquisition of residential
mortgage portfolios for third parties.  The Company's executive,
administrative and operations offices are located in Jersey City,
N.J.


FULLER BRUSH: Committee Wants Victory Park to Shoulder Costs
------------------------------------------------------------
The Fuller Brush Company, Inc., was slated to return to the
Bankruptcy Court Friday, March 23, 2012, at 11:00 a.m. for a final
hearing on its postpetition DIP loan from Victory Park Management,
LLC, the Prepetition Agent for the Prepetition Lenders and the DIP
Agent for the DIP Lenders, amid opposition from the Official
Committee of Unsecured Creditors.

The Committee has argued that final approval of the DIP financing
must be denied because the Interim DIP Order waives key
protections and remedies required for the Committee to participate
meaningfully in the chapter 11 cases.  The Committee said the DIP
budget fails to provide any funding for the Debtors or the
Committee to retain a financial advisor or investment banker,
thereby preventing the Debtors from effectively consummating
either a sale or a reorganization.

The Committee noted that the Debtors currently intend to pursue
one of two courses of action: (i) a section 363 auction sale of
their assets at which Victory (as DIP Agent and/or Prepetition
Agent) will credit bid, or (ii) a Victory-sponsored plan of
reorganization.  If Victory seeks the benefits of restructuring
the Debtors or liquidating its collateral through chapter 11, it
must also bear the costs of that process, the Committee said.
Such costs include, but are not limited to, the reasonable
administrative expenses attendant to a full and fair
reorganization process.  If Victory is not willing to pay such
costs, it should not receive the benefit of a waiver under 11
U.S.C. Section 506(c), nor should it receive the panoply of other
waivers, releases and protections set forth in the Interim Order,
the Committee argued.

Based on the Debtors' filings, Victory's Prepetition Debt and
proposed Postpetition Debt total roughly $28 million and are
secured by assets valued by the Debtors at roughly $23 million.
Unless additional value is realized, these cases will be run
exclusively for Victory's benefit and allow Victory to preserve
the going concern value of its collateral while exploring
restructuring alternatives, the Committee said.

Because Victory arguably is the only party that stands to gain
from the bankruptcy proceedings, the Debtors should not be
authorized to waive their right to surcharge the Prepetition
Collateral or the DIP Collateral for the expenses incurred
primarily to preserve, protect and enhance Victory's Collateral,
the Committee argued.

The Committee noted that since its appointment, the panel has
negotiated with the Debtors and Victory over the terms of the
Final Order.  The parties have made significant progress and
resolved many, but not all, of the Committee's objections.

The Committee said it has not yet retained a financial advisor,
but reserves the right to retain an advisor to assist the
Committee with respect to the Debtors' restructuring efforts and
alternatives.

On Feb. 24, 2012, the Court entered the Interim Order authorizing
the Debtors to borrow up to $1,500,000 under the DIP Facility and
to use cash collateral subject to the DIP Budget.

The Committee said it was advised by the Debtors that, as of
March 9, 2012, the Debtors were significantly outperforming the
Budget.

The Budget allocates $715,000 to the Debtors' professionals for
the first 13 weeks of these cases.  The Debtors' professionals
consist of (i) their counsel, who is
allocated $325,000, and (ii) the firm of Conway MacKenzie
Management Services, LLC, Chief Restructuring Officer, who is
allocated $390,000.

As for the Committee Professionals, the Budget allocates $190,000
for the initial 13-week period, or approximately 25% of that
provided for the Debtors' professionals. Another $50,000 is
earmarked for the Committee's investigation of the amount of the
Prepetition Debt or the validity and priority of the Prepetition
Liens.

The Committee is represented by:

          KELLEY DRYE & WARREN LLP
          Eric R. Wilson, Esq.
          Kristin S. Elliott, Esq.
          B. Martin, Esq.
          101 Park Avenue
          New York, NY 10178
          Tel: 212-808-7800
          Fax: 212-808-7897

                  About The Fuller Brush Company

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

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

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

Herrick Feinstein LP is the bankruptcy counsel.

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

An affiliate of the landlord, Victory Park Capital Advisors LLC,
is now the secured lender owed more than $22 million.  An
affiliate of Chicago-based Victory Park has agreed to provide
$5 million in secured financing for the Chapter 11 effort. The new
loan will come ahead of existing liens.


FULLER BRUSH: Sec. 341(a) Creditors' Meeting on Tuesday
-------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in the Chapter 11 cases of The Fuller Brush Company, Inc., and
CPAC, Inc., on Tuesday, March 27, 2012, at 2:30 p.m. at 80 Broad
St., 4th Floor, USTM.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                  About The Fuller Brush Company

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

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

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

Herrick Feinstein LP is the bankruptcy counsel.

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

An affiliate of the landlord, Victory Park Capital Advisors LLC,
is now the secured lender owed more than $22 million.  An
affiliate of Chicago-based Victory Park has agreed to provide
$5 million in secured financing for the Chapter 11 effort. The new
loan will come ahead of existing liens.

An official committee of unsecured creditors has been appointed in
the case.  The Committee selected Kelley Drye & Warren LLP as its
proposed counsel.


FULLER BRUSH: Taps Herrick Feinstein as Lead Counsel
----------------------------------------------------
The Fuller Brush Company, Inc., and CPAC, Inc., seek Bankruptcy
Court authority to employ Herrick Feinstein LLP as principal
bankruptcy counsel to the Debtors.

Herrick has been providing general advice (including ancillary
restructuring advice) to the Debtors since December 2011.

The firm's hourly rates are:

     $990 to $495 for members and counsel,
     $580 to $290 for associates, and
     $355 to $180 for legal assistants.

The Debtors paid a total aggregate prepetition retainer of
$150,000 for prepetition professional services rendered by Herrick
to the Debtors in connection with the Debtors' potential
prepetition restructuring, and preparation of the Debtors'
bankruptcy petitions, first day motions and related filings.

Neither the Retainer nor any other payments received by Herrick
from the Debtors fully covered Herrick's prepetition fees and
expenses.  However, Herrick has agreed to waive any and all claims
against the Debtors for unpaid prepetition fees and expenses
(estimated at approximately $6,000) provided that its retention as
bankruptcy counsel for the Debtors is approved.

Andrew C. Gold, Esq., attests that the members, counsel and
associates of Herrick (a) do not have any connection with the
Debtors, their affiliates, their creditors or any other party in
interest, or their respective attorneys and accountants, the
United States Trustee or any person employed thereby, (b) are
"disinterested persons," as the term is defined in section 101(4)
of the Bankruptcy code, and (c) do not hold or represent any
interest adverse to the estates.

The firm's personnel who will primarily be involved in the case
are:

          Andrew C. Gold, Esq.
          Hanh V. Huynh, Esq.,
          Justin B. Singer, Esq.
          2 Park Avenue
          New York, NY 10016
          Tel: (212) 592-1400
          Fax: (212) 592-1500
          E-mail: agold@herrick.com
                  hhuynh@herrick.com
                  jsinger@herrick.com

                  About The Fuller Brush Company

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

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

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

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

An affiliate of the landlord, Victory Park Capital Advisors LLC,
is now the secured lender owed more than $22 million.  An
affiliate of Chicago-based Victory Park has agreed to provide
$5 million in secured financing for the Chapter 11 effort. The new
loan will come ahead of existing liens.

An official committee of unsecured creditors has been appointed in
the case.  The Committee selected Kelley Drye & Warren LLP as its
proposed counsel.


FULLER BRUSH: Hires Garden City as Claims Agent
-----------------------------------------------
The Fuller Brush Company, Inc., and CPAC, Inc., ask the Bankruptcy
Court for permission to employ GCG Inc. as claims and noticing
agent.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
5,000 entities to be noticed.  In view of the number of
anticipated claimants and the complexity of the Debtors'
businesses, the Debtors submit that the appointment of a claims
and noticing agent is both necessary and in the best interests of
both the Debtors' estates and their creditors.  By appointing GCG
as the claims and noticing agent, the distribution of notices and
the processing of claims will be expedited, and the office of the
clerk of the Court will be relieved of the administrative burden
of processing what may be an overwhelming number of claims.

Angela Ferrante -- angela.ferrante@gcginc.com -- GCG's Assistant
Vice President - Bankruptcy, attests that is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code with respect to the matters upon which it is to be
engaged.

                  About The Fuller Brush Company

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

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

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

Herrick Feinstein LP is the bankruptcy counsel.

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

An affiliate of the landlord, Victory Park Capital Advisors LLC,
is now the secured lender owed more than $22 million.  An
affiliate of Chicago-based Victory Park has agreed to provide
$5 million in secured financing for the Chapter 11 effort. The new
loan will come ahead of existing liens.

An official committee of unsecured creditors has been appointed in
the case.  The Committee selected Kelley Drye & Warren LLP as its
proposed counsel.


FULLER BRUSH: Seeks Approval of Conway MacKenzie Hiring
-------------------------------------------------------
The Fuller Brush Company, Inc., and CPAC, Inc., ask the Bankruptcy
Court to approve their 1(i) employment and retention of Conway
MacKenzie Management Services, LLC to provide restructuring
management and advisory services nunc pro tunc to the Petition
Date, and (ii) the employment of Lawrence R. Perkins as the Chief
Restructuring Officer for the Debtors, and additional professional
personnel.

Mr. Perkins manages the Western operations of Conway MacKenzie and
is a shareholder and member of the firm's Board of Directors.  He
has provided a full range of crisis management services throughout
North America to under-performing companies, including interim
management and debtor advisory work, bankruptcy preparation and
management, litigation support, post-merger integration and debt
restructuring and refinancing.

In 2011, Mr. Perkins worked on over 10 cases including serving as
the deputy Chief Restructuring Officer of a $120 Million privately
held telecom provider based in Dallas, Texas.  Mr. Perkins was
responsible for managing day-to-day operations and augmenting
management through the sale process.  Mr. Perkins had P&L
responsibility for the business, and communicated directly with
lenders and board of directors.

In 2010, Mr. Perkins served as the Chief Restructuring Officer of
a $50 million privately held custom vehicle manufacturer.  Mr.
Perkins was primarily responsible for identifying and implementing
cost savings as well assessing the longer term restructuring
options of the organization with the balance sheet constraints.
Mr. Perkins successfully orchestrated the sale of a share of the
assets to a complimentary Chinese manufacturer of auto parts and
similar products.

Prior to the Petition Date, CMS and Mr. Perkins became familiar
with the Debtors' financial matters, businesses, and restructuring
strategy.  If the Debtors are not permitted to retain CMS, the
Debtors will be forced to retain a new CRO not familiar with the
Debtors' restructuring efforts.  The time expended in locating and
retaining a new CRO and in bringing a new CRO up to speed at this
juncture likely would delay and hinder the Debtors' restructuring
efforts.

Mr. Perkins is the principal professional staffed by CMS on the
engagement, and is the current Chief Restructuring Officer for the
Debtors.  Additional CMS staff will be made available to serve
under the CRO during the Chapter 11 Cases pursuant to the terms of
the Engagement Letter.

Mr. Perkins and CMS have extensive experience in providing
restructuring advisory and restructuring management services in
reorganization proceedings and have an excellent reputation for
the services they have rendered in chapter 11 cases on behalf of
debtors and creditors throughout the United States.

Mr. Perkins and CMS are well-qualified and able to continue to
provide restructuring management and advisory services to the
Debtors in a cost-effective, efficient, and timely manner.  Mr.
Perkins was appointed CRO by the board prior to the Petition Date
and has agreed to subject himself to the jurisdiction and
supervision of the Court.  Moreover, the Debtors' board believes
his expertise will be of material benefit to the Debtors during
the Chapter 11 Cases.

The principal terms of CMS's engagement are:

     * CMS will bill on an hourly basis based on the actual hours
       worked pursuant to current hourly billing rates which range
       from $130 for a paraprofessional to $595 for a senior
       managing director, which rates have been discounted by 10%.
       The current Temporary Staff assigned to this matter and
       their hourly rates are:

       Title                                 Hourly Rate
       -----                                 -----------
       Lawrence R. Perkins, CRO                 $550
       Timothy B. Stallkamp,
         Restructuring Manager                  $475
       Jesse L. York, Restructuring Manager     $475
       Angela B. Sutherland,
         Restructuring Manager                  $410
       Crystal Shaath, Restructuring Assistant  $135

     * CMS will be reimbursed for reasonable out-of-pocket
       expenses, such as travel, lodging, postage and actual
       telephone and facsimile charges.  CMS will be reimbursed
       for legal fees incurred in connection with respect to its
       services under the Engagement upon prior notification to
       the Debtors of the purpose of such advice and the Debtors'
       agreement thereto.  The Debtors will reimburse CMS for the
       reasonable fees and expenses of such independent legal
       counsel incurred as an expense by CMS up to $10,000 per
       calendar quarter, on a cumulative basis.

     * Mr. Perkins will be indemnified by the Debtors to the
       maximum extent permitted by law. Mr. Perkins will be
       covered by the Debtors' director and officer liability
       insurance policy.

CMS did not receive a retainer from the Debtors, and CMS did not
accrue any fees or expenses in this matter prior to the Petition
Date.

CMS has agreed to waive the retainer requirement in the Engagement
Letter.

Apart from Mr. Perkins's pre-petition employment by the Debtors as
Chief Restructuring Officer, Mr. Perkins attests that CMS is
otherwise a "disinterested person" as that term is defined by
section 101(14) of the Bankruptcy Code.

A hearing on the request was set for March 23.

                  About The Fuller Brush Company

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

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

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

Herrick Feinstein LP is the bankruptcy counsel.

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

An affiliate of the landlord, Victory Park Capital Advisors LLC,
is now the secured lender owed more than $22 million.  An
affiliate of Chicago-based Victory Park has agreed to provide
$5 million in secured financing for the Chapter 11 effort. The new
loan will come ahead of existing liens.

An official committee of unsecured creditors has been appointed in
the case.  The Committee selected Kelley Drye & Warren LLP as its
proposed counsel.


GAMESTOP CORP: S&P Withdraws 'BB+' Senior & Corp. Debt Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' senior
unsecured debt rating and '3' recovery rating on Grapevine, Texas-
based GameStop Corp. and GameStop Inc.'s 8% notes due 2012,
because the company has repaid the remaining $124.7 million of
notes outstanding.

"In addition, we withdrew our 'BB+' corporate credit rating on
GameStop Corp. at the company's request," S&P said.


GENERAL MARITIME: Plan Filing Period Extended to May 15
-------------------------------------------------------
On March 15, 2012, at a regularly scheduled omnibus hearing, the
U.S. Bankruptcy Court for the Southern District of New York
approved, among other motions, a motion to extend the period
during which the Debtors have the exclusive right to file a plan
of reorganization from March 16, 2012 to May 15, 2012, and to
extend the exclusive period for the solicitation of acceptances of
the Plan from May 15, 2012 to July 14, 2012.

                       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.

GenMar filed a a proposed Chapter 11 plan on Jan. 31 to implement
an agreement worked out before the Nov. 17 bankruptcy filing with
affiliates of Oaktree Capital Management LP.  The Oaktree group,
lenders on three credits totaling more than $1 billion, are to
invest $175 million while converting secured debt to equity. In
addition, there is to be a $61.3 million rights offering where
creditors can purchase new stock.   The Company intends to seek
confirmation of the Plan by April 2012.


GENTA INC: Ana Stancic Resigns from Board of Directors
------------------------------------------------------
Genta Incorporated announced that Ana I. Stancic resigned from the
Board of Directors of the Company and any Board committees,
effective as of March 23, 2012.  There is no disagreement between
the Company and Ms. Stancic on any matter relating to the
Company's operations, policies or practices.

                     About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about Genta's ability to continue as a going concern
following the 2010 financial results.  The independent auditors
noted that of the Company's recurring losses from operations,
negative cash flows from operations and current maturities of
convertible notes payable.

The Company reported a net loss of $167.3 million on $257,000 of
sales for 2010, compared with a net loss of $86.3 million on
$218,000 for 2009.

The Company also reported a net loss of $37.36 million on $170,000
of net product sales for the nine months ended Sept. 30, 2011,
compared with a net loss of $133.43 million on $192,000 of net
product sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$16.82 million in total assets, $32.13 million in total
liabilities, and a $15.30 million total stockholders' deficit.

                        Bankruptcy Warning

In September 2011, the Company issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


GRAHAM PACKAGING: S&P Withdraws 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B+' corporate credit rating, on Graham Packaging Holdings Co.
at the company's request.

Graham Packaging is a wholly owned subsidiary of Reynolds Group
Holdings Ltd. and all Graham's outstanding notes have been
redeemed.


GRUBB & ELLIS: To Lay Off 110 Workers as Part of Bankruptcy Sale
----------------------------------------------------------------
Recordonline.com, citing a filing with the New York State
Department of Labor, reported on March 20 that Grubb & Ellis will
lay off 110 employees in Manhattan and Tonawanda on Sunday as a
result of the commercial real estate brokerage's bankruptcy sale.
According to the report, 33 workers in Wappingers Falls will be
let go.

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

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

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

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

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


GRUBB & ELLIS: Cancels Auction; BGC Partners Stands as Sole Bidder
------------------------------------------------------------------
Natalie Rodriguez at Bankruptcy Law360 reports that with only one
competitor in sight, an auction for the assets of Grubb & Ellis
Co. was canceled Tuesday, leaving stalking horse BGC Partners Inc.
the only buyer standing.

The auction for the California company, scheduled to take place
Wednesday, was nixed after failing to lure any other interested
parties as of the bidder due date on Tuesday afternoon, according
to a notice filed in New York bankruptcy court cited by Law360.

                         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.


GUIDED THERAPEUTICS: Board Adopts Four Amendments to Bylaws
-----------------------------------------------------------
The board of directors of Guided Therapeutics, Inc., adopted four
amendments to the Company's bylaws:

   (1) The board amended section 2.3 of the bylaws, to provide
       that special meetings of the Company's stockholders may
       only be called by the chairman of the board, the president,
       or a majority of the board of directors.  Stockholders no
       longer have the ability to call a special stockholders'
       meeting.

   (2) The board amended section 2.9 of the bylaws, to bring the
       bylaws into conformity with the Company's restated
       certificate of incorporation, which prohibits cumulative
       voting for directors.

   (3) The board amended section 3.2 of the bylaws, to provide
       that the board of directors has the power to set the exact
       size of the board, by resolution adopted by the board from
       time to time.  Stockholders no longer have the ability to
       change the size of the board.

   (4) The board amended article IX of the bylaws, to provide that
       shareholders can amend the bylaws only by the affirmative
       vote of at least two-thirds, as opposed to a majority, of
       the outstanding voting power of the Company's capital stock
       entitled to vote in the election of directors.

A copy of the amendment is available for free at:

                        http://is.gd/5bWJ8I

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

The Company reported a net loss of $2.84 million in 2010 and a net
loss of $6.21 million in 2009.  The Company also reported a net
loss of $3.88 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$2.84 million in total assets, $5 million in total liabilities,
and a $2.16 million total stockholders' deficit.

As reported by the TCR on April 4, 2011, UHY LLP, in Atlanta,
Georgia, noted that the Company's recurring losses from
operations, accumulated deficit and lack of working capital raise
substantial doubt about its ability to continue as a going
concern.


HARRISBURG, PA: Moves Closer to Sale of City Incinerator
--------------------------------------------------------
American Bankruptcy Institute reports that the state-appointed
receiver for Harrisburg, Pa., moved a step closer to determining
the price tag of the city's major assets by winnowing the list of
interested applicants.

                   About Harrisburg, Pennsylvania

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

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

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

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

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

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

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

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

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


HCSB FINANCIAL: Incurs $29 Million Net Loss in 2011
---------------------------------------------------
HCSB Financial Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $29.01 million on $25.65 million of total interest
income for the year ended Dec. 31, 2011, compared with a net loss
of $17.27 million on $32.55 million of total interest income
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed
$535.69 million in total assets, $540.91 million in total
liabilities and a $5.21 million total shareholders' deficit.

Elliott Davis, LLC, in Columbia, South Carolina, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses that have eroded regulatory capital
ratios and the Company's wholly owned subsidiary, Horry County
State Bank, is under a regulatory Consent Order with the Federal
Deposit Insurance Corporation (FDIC) that requires, among other
provisions, capital ratios to be maintained at certain levels.  As
of Dec. 31, 2011, the Company is considered significantly
undercapitalized based on their regulatory capital levels.

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

                       http://is.gd/T9YC3Q

                       About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.

                           Consent Order

On Feb. 10, 2011, the Bank entered into the Consent Order with the
FDIC and the State Board.   The Consent Order conveys specific
actions needed to address the Bank's current financial condition,
primarily related to capital planning, liquidity/funds management,
policy and planning issues, management oversight, loan
concentrations and classifications, and non-performing loans.

The Company believes it is currently in substantial compliance
with the Consent Order except for the requirement to achieve and
maintain, within 150 days from the effective date of the Consent
Order, Total Risk Based capital at least equal to 10% of risk-
weighted assets and Tier 1 capital at least equal to 8% of total
assets.

At Sept. 30, 2011, the Bank was categorized as "significantly
undercapitalized."

Pursuant to the requirements under the Consent Order, the Company
submitted its capital plan to the FDIC for review.  The FDIC has
directed the Company to revise the capital plan and, in addition,
to develop a capital restoration plan, which the Company has
resubmitted.


HD SUPPLY: Incurs $543 Million Net Loss in 2011
-----------------------------------------------
HD Supply Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$543 million on $7.72 billion of net sales for the year ended
Jan. 29, 2012, a net loss of $619 million on $7.01 billion of net
sales for the year ended Jan. 30, 2011, and a net loss of
$514 million on $6.94 billion of net sales for the year ended Jan.
31, 2010.

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

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

                       http://is.gd/uMpDT8

                         About HD Supply

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

                           *     *     *

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

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


HOVNANIAN ENTERPRISES: Swaps 900,227 Shares with $3.3-Mil. Debt
---------------------------------------------------------------
Pursuant to agreements with bondholders dated March 7, 2012, and
March 16, 2012, Hovnanian Enterprises, Inc., issued an aggregate
of 900,227 shares of the Company's Class A common stock, par value
$0.01 per share, in exchange for an aggregate of approximately
$3.3 million of the Company's outstanding indebtedness, consisting
of $2.0 million aggregate principal amount of the Company's
outstanding 8.625% Senior Notes due 2017 and approximately $1.3
million aggregate principal amount of the Company's 12.072% senior
subordinated amortizing notes.

The exchanges were effected with existing bondholders and no
commission or other remuneration was paid or given directly or
indirectly for soliciting such exchanges.  Accordingly, the
exchanges were effected pursuant to Section 3(a)(9) of the
Securities Act of 1933, as amended.

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company reported a net loss of $286.08 million on
$1.13 billion of total revenue for the fiscal year ended Oct. 31,
2011, compared with net income of $2.58 million on $1.37 billion
of total revenues during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed $1.50 billion
in total assets, $2.01 billion in total liabilities, and a
$513.78 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 4, 2011, Fitch Ratings has lowered
the Issuer Default Rating (IDR) of Hovnanian Enterprises, Inc.,
(NYSE: HOV) to Restricted Default (RD) from 'CCC'.  The downgrade
reflects Fitch's view that the debt exchange of certain of
Hovnanian's existing senior unsecured notes for new senior secured
notes is a distressed debt exchange under Fitch's 'Distressed Debt
Exchange Criteria', published Aug. 12, 2011.  Fitch anticipates
adjusting the company's IDR to the appropriate level to reflect
the new capital structure within the next 14 days.

In the Nov. 7, 2011, edition of the TCR, Standard & Poor's Ratings
Services raised its corporate credit rating on Hovnanian
Enterprises Inc. (Hovnanian) to 'CCC-' from 'SD' (selective
default).  "We also raised our ratings on the company's 10.625%
senior secured notes due 2016 to 'CCC-' from 'CC' and senior
unsecured notes to 'CC' from 'D'. The '3' recovery rating on the
senior secured notes and the '6' recovery rating on the senior
unsecured notes remain unchanged," S&P stated.

"These rating actions follow our reassessment of Hovnanian's
business and financial risk profile following the completion of
the company's debt exchange offer, in which the company exchanged
$195 million of its seven series of senior unsecured notes for
$141.8 million 5% senior secured notes due 2021 and $53.2 million
2% senior secured notes due 2021," said credit analyst George
Skoufis. "Our rating on Hovnanian reflects the company's highly
leveraged financial risk profile, a less-than-adequate liquidity
position, and very weak credit metrics."

As reported by the TCR on Sept. 13, 2011, Moody's Investors
Service downgraded the corporate family and probability of default
ratings of Hovnanian Enterprises, Inc. to Caa2 from Caa1.  The
downgrade reflects Hovnanian's continued operating losses,
weak gross margins, very high homebuilding debt leverage, and
Moody's expectation that the weakness in year-over-year revenues,
deliveries, and net new contracts experienced by the company will
continue for the next one to two years.  In addition, the
downgrades acknowledge that Hovnanian's cash balance is weakening
and cash flow generation is negative as it pursues new land
opportunities, which represented about $300 million of investment
over the first nine months of fiscal 2011.


IMPLANT SCIENCES: Board Appoints William McGann as COO
------------------------------------------------------
Implant Sciences Corporation announced a significant executive
management appointment with Dr. Bill McGann joining the Company as
Chief Operating Officer and as a member of its Board of Directors.
Dr. McGann has been a strategic advisor to the CEO of Implant
Sciences since April of 2011.  As COO, Dr. McGann will oversee the
Company?s product development, as well as advancements in its
technology and manufacturing processes.

Pursuant to the employment agreement, Dr. McGann will receive a
base annual salary of $250,000 per year, commencing on April 2,
2012.

Dr. McGann is a pioneer in the explosive trace detection (ETD)
industry, having co-founded Ion Track Instruments, the first ETD
provider to receive TSA certification.  Ion Track was subsequently
sold to GE for $190 million, and became a core product offering in
GE's homeland security portfolio.  After the sale to GE, Dr.
McGann became Chief Technology Officer of GE Security.  Dr. McGann
has also served as a Senior Scientist for seven years at Radiation
Monitoring Devices, Inc., a research company, specializing in
high-energy nuclear spectroscopy.  Most recently, Dr. McGann was
VP Engineering, Global Fire Products at United Technologies
Corporation.

Dr. McGann has authored over 70 research proposals to the U.S.
Government, more than 20 scientific publications, and over 25
patents in the areas of nuclear, chemical and biological detection
technologies.  He created "Entry Scan," the world's first
passenger walk-through screening system for explosives detection.
Dr. McGann holds a Ph.D. in Physical Chemistry from the University
of Connecticut, where his doctoral work was in the area of
Magnetic Resonance and Laser Spectroscopy.

"Bill McGann is one of the "fathers" of ETD and is among the
world?s leading experts in ion mobility used in ETD.  We could not
be happier to welcome Bill to our team. We believe his interest in
advancing our technologies, products, and market position is a
huge testament to the potential he sees for Implant Sciences' role
in the ETD security space.  This is a major milestone in our
Company?s development, and we are delighted Bill has chosen our
Company as he re-enters the Homeland Defense market" stated
Implant Sciences President and CEO, Glenn D. Bolduc.

"Following the progress of Implant Sciences closely over the past
year, I have seen enough to know that this Company has the
technology, distribution infrastructure and management team to
execute as leaders in the ETD space and transform the security
equipment industry by delivering new technology solutions at
security points across the world.  I am very pleased to join the
team and advance the Company," added Implant Sciences COO Dr.
McGann.

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

The Company reported a net loss of $15.55 million for the year
ended June 30, 2011, compared with a net loss of $15.52 million
during the prior year.

The Company reported a net loss of $6.36 million on $2.16 million
of revenue for the six months ended Dec. 31, 2011, compared with a
net loss of $10.03 million on $4.15 million of revenue for the
same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $7 million in
total assets, $33.03 million in total liabilities and a $26.03
million in total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has had recurring net
losses and continues to experience negative cash flows from
operations.   As of Sept. 30, 2011, the Company's principal
obligation to its primary lender was approximately $23,115,000
with accrued interest of approximately $1,705,000.

                        Bankruptcy Warning

The Company's ability to comply with its debt covenants in the
future depends on its ability to generate sufficient sales and to
control expenses, and will require the Company to seek additional
capital through private financing sources.  In addition, the
Company will require substantial funds for further research and
development, regulatory approvals, and the marketing of its
explosives detection products.  The Company's capital requirements
depend on numerous factors, including but not limited to the
progress of the Company's research and development programs; the
cost of filing, prosecuting, defending and enforcing any
intellectual property rights; competing technological and market
developments; changes in the Company's development of
commercialization activities and arrangements; and the hiring of
additional personnel, and acquiring capital equipment.  There can
be no assurances that the Company will achieve its forecasted
financial results or that the Company will be able to raise
additional capital to operate its business.

Any failure to comply with the Company's debt covenants, to
achieve its projections or obtain sufficient capital on acceptable
terms would have a material adverse impact on the Company's
liquidity, financial condition and operations and could force the
Company to curtail or discontinue operations entirely or file for
protection under bankruptcy laws.


INGLES MARKETS: Moody's Revises Outlook on 'Ba3' CFR to Stable
--------------------------------------------------------------
Moody's Investors Service changed Ingles Markets Inc.'s outlook to
stable from negative and affirmed its Ba3 corporate family rating
and probability of default rating. Additionally Moody's also
affirmed the B1 rating on the company's senior unsecured notes.

"The stable outlook incorporates Moody's expectation that the
company's same store sales will continue to be positive and credit
metrics will continue to modestly improve in the next 12 months",
Moody's senior analyst Mickey Chadha stated. "The company's new
distribution center and warehouse facility is expected to be
operational in 2012 and will streamline distribution and result in
some cost reductions, resulting in margin improvement," Chadha
further stated.

Ratings Rationale

Ingles' ratings are affirmed as the company continues to have a
solid position in its regional Southeastern markets evidenced by
same store sales growth and increased foot traffic due to
improvements in its store base. Ingles' large base of stores that
are owned rather than leased reduces the company's fixed cost
burden and is also a credit positive. The Ba3 Corporate Family
Rating reflects the company's solid regional franchise, its base
of owned real estate and adequate liquidity.

The following ratings are affirmed and LGD point estimates
updated:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3

$575 million Senior Unsecured Notes maturing 2017 at B1 (LGD5,
71% from LGD5, 72%)

Ratings could be upgraded if same store sales continue to be
positive, liquidity is adequate, debt/EBITDA approaches 3.5 times,
and EBITA/interest is sustained above 3.0 times.

Ratings could be downgraded if the company's profitability or
liquidity deteriorate or same store sales growth demonstrates a
declining trend. Quantitatively ratings could be downgraded if
debt to EBITDA is sustained above 4.5 times or EBITA to interest
is sustained below 2.0 times.

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

Ingles Markets, headquartered in Ashville, North Carolina,
operates 203 supermarkets principally in Georgia, North Carolina,
South Carolina and Tennessee. Ingles also owns a milk processing
and packaging plant and operates 70 shopping centers, 58 of which
contain an Ingles Supermarket and 94 free standing stores.


INTEGRATED FREIGHT: Incurs $6.7 Million Net Loss in Fiscal Q3
-------------------------------------------------------------
Integrated Freight Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $6.72 million on $5.12 million of revenue for the
three months ended Dec. 31, 2011, compared with a net loss of
$1.68 million on $4.67 million of revenue for the same period a
year ago.

The Company reported a net loss of $10.98 million on
$15.55 million of revenue for the nine months ended Dec. 31, 2011,
compared with a net loss of $2.53 million on $14.27 million of
revenue for the same period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed
$11.70 million in total assets, $26.29 million in total
liabilities and a $14.58 million total stockholders' deficit.

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

                        http://is.gd/A2FJs7

                     About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.

The Company ended fiscal 2011 with a net loss of $7.76 million on
$18.82 million of revenue and fiscal 2010 with a net loss of $3.14
million on $17.33 million of revenue.

Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses and has a negative working capital position and a
stockholders' deficit.




INTEGRATED ENVIRONMENTAL: Casey Capital Holds 9.7% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Casey Capital, LLC, and its affiliates disclosed that,
as of Jan. 24, 2012, they beneficially own 11,924,220 shares of
common stock of Integrated Environmental Technologies, Ltd.,
representing 9.72% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/gpcXqK

                   About Integrated Environmental

Little River, S.C.-based Integrated Environmental Technologies,
Ltd., through its wholly-owned subsidiary I.E.T., Inc., designs,
manufactures, and sells EcaFlo(R) equipment, which utilizes the
Electro-Chemical Activation process to generate environmentally
responsible EcaFlo(R) solutions - anolyte and catholyte - for use
in managing and controlling bacteria, fungi, viruses and other
unwanted microorganisms in an effective and economically
beneficial manner over a variety of commercial and industrial
applications.

The Company's balance sheet at June 30, 2010, showed $1,293,820 in
total assets, $988,674 in total current liabilities, and $305,146
in stockholders' equity.

Following the Company's annual results for 2009, Weaver & Martin
LLC, in Kansas City, Mo., expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company's ability to continue as a going
concern is dependent upon obtaining additional sources of capital
or borrowings.

In the Form 10-Q, the Company acknowledges that as a result of its
deficiency in working capital at December 31, 2009 and June 30,
2010, its auditors expressed substantial doubt about its ability
to continue as a going concern.  The Company says its ability to
continue as a going concern is dependent upon attaining profitable
operations.


INTERNATIONAL STORYTELLING: Court Confirms Chapter 11 Plan
----------------------------------------------------------
Sue Guinn Legg at timesnews.net reports that, with the unanimous
consent of its creditors, the International Storytelling Center
was granted confirmation of its reorganization plan on March 20,
2012, paving the way for the Company to emerge from Chapter 11
bankruptcy by mid-May.

According to the report, the plan includes mandates for the ISC
to vacate its iconic building in Jonesborough's historic district
prior to any foreclosure sale scheduled on behalf of the federal
office of Rural Development, a three-year schedule for ISC's
repayment of approximately $400,000 in secured and unsecured debt,
and the appointment of a new executive administrator to fill the
role previously held by Jimmy Neal Smith, the center's founder and
new president emeritus.

"At this point, what we want to do is celebrate what happened
today with us receiving confirmation of our plan," the report
quotes Smith as saying.  "We submitted our plan, 100 percent of
our creditors approved and the judge confirmed.  While we have a
lot of work to do, we are pleased with what happened and we are
happy with where we are in the process."

Based in Jonesborough, Tennessee, International Storytelling
Center filed for Chapter 11 protection (Bankr. E.D. Tenn. Case No.
10-53299) on Dec. 31, 2010.  Judge Marcia Phillips Parsons
presides over the case.  Mark S. Dessauer, Esq., at Hunter, Smith
& Davis, represents the Debtor.  The Debtor both estimated assets
and debts between $1 million and $10 million.


ISTAR FINANCIAL: Has $880-Mil. Credit Pact with Barclays, et al.
----------------------------------------------------------------
iStar Financial Inc., on March 19, 2012, entered into an $880
million credit agreement with Barclays Bank PLC, as administrative
agent, Bank of America, N.A., as syndication agent, JPMorgan Chase
Bank, N.A., as documentation agent, and Barclays Capital and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead
arrangers and, together with J.P. Morgan Securities LLC, as joint
bookrunners.

The credit agreement provides for two tranches of term loans: a
$410 million A-1 tranche due March 19, 2016, that bears annual
interest at LIBOR plus 4.00%, and a $470 million A-2 tranche due
March 19, 2017 that bears annual interest at LIBOR plus 5.75%.
The A-1 and A-2 tranches were issued at 98.0% and 98.5% of par,
respectively, and both tranches are subject to a LIBOR floor of
1.25%.

Outstanding borrowings under the new financing will be
collateralized by a first lien on a fixed pool of approximately
$1.10 billion of assets.  Proceeds from principal repayments and
sales of collateral will be applied to amortize outstanding
borrowings.  The Company must meet minimum cumulative amortization
requirements of $41.0 million on the A-1 tranche beginning
Dec. 31, 2012, and every six months thereafter.  After the A-1
tranche is repaid, proceeds from principal repayments and
collateral sales will be used to amortize the A-2 tranche.

The Company may make optional prepayments on each tranche of term
loans, subject to prepayment fees.  Upon the occurrence of a
change of control, as defined in the Credit Agreement, the Company
may repay all outstanding tranches of term loans without the
payment of any prepayment fees.

The new credit agreement contains covenants relating to the
collateral, including a covenant to maintain collateral coverage
of not less than 1.25x outstanding borrowings, and covenants
relating to the provision of information, restricted payments and
other customary matters; however, the facilities contain no
corporate level financial covenants such as minimum net worth,
fixed charge coverage or minimum unencumbered assets covenants.

The new credit agreement contains customary events of default,
including payment defaults, failure to perform covenants, defaults
under other recourse indebtedness above specified thresholds,
change of control, bankruptcy events and defaults under the
collateral agreement.  Some of the events of default are subject
to cure periods.

A copy of the Credit Agreement is available for free at:

                       http://is.gd/1JTPgS

                      About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company reported a net loss of $25.69 million in 2011,
compared with net income of $80.20 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.51 billion
in total assets, $5.94 billion in total liabilities and $1.57
billion in total equity.

                           *     *     *

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating to 'B-' from 'C'.
The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

In July 2010, Standard & Poor's Ratings Services lowered its long-
term counterparty credit rating on iStar Financial to 'CCC' from
'B-'.  The outlook is negative.  iStar's limited funding
flexibility and the severe credit quality deterioration in its
loan portfolio continue to put negative pressure on the rating,
S&P said.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


ISTAR FINANCIAL: Fitch Affirms 'B-' Rating on Sr. Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of iStar Financial
Inc. (NYSE: SFI) as follows:

  -- Issuer Default Rating (IDR) at 'B-';
  -- Senior secured A-1 tranche due June 2013 at 'BB-/RR1';
  -- Senior secured A-2 tranche due June 2014 at 'B+/RR2';
  -- Unsecured revolving credit facilities at 'B-/RR4';
  -- Senior unsecured notes at 'B-/RR4';
  -- Convertible senior floating-rate notes at 'B-/RR4';
  -- Preferred stock at 'CC/RR6'.

In addition, Fitch has assigned the following ratings:

  -- Senior secured A-1 tranche due March 2016 at 'BB-/RR1';
  -- Senior secured A-2 tranche due March 2017 at 'B+/RR2'.

The Rating Outlook is Stable.

The IDR affirmation is based on a manageable debt maturity profile
of the company, pro forma for the recently-consummated secured
financing that extends certain of the company's debt maturities,
relieving the overhang of significant unsecured debt maturities in
2012 and 2013.  While this 2012 financing does not reduce the
amount of total debt outstanding, the company's debt maturity
profile is more manageable over the next two years, with only 48%
of debt maturing pro forma, down from 61%. Given the mild
improvement in commercial real estate fundamentals and value
stabilization, the company's loan and real estate owned portfolio
performance will likely improve going forward, which should
increase the company's ability to repay upcoming indebtedness.

The quality of the company's loan portfolio has remained roughly
the same over the last year, with non-performing loans
representing approximately 38% of the company's gross loan
portfolio balance as of Dec. 31, 2011, which is unchanged from
Dec. 31, 2010.  However, illustrative of the company's lending
activity focus on higher-risk, weaker performing collateral, 55%
of the company's gross non-performing loans are condominium and
land loans.

Further, 71% of the company's real estate owned and real estate
held for investment, which represent loans on which the company
has foreclosed, consist of condominium and land collateral.  The
monetization cycle for condominium unit sales can be short.
However, land collateral in particular has a longer monetization
cycle than most assets, which will likely result in a protracted
process for iStar to realize cash to repay debt.

Despite an improved debt maturity profile, the company's leverage
measured on a GAAP earnings basis (defined as net debt divided by
annual recurring operating EBITDA before non-cash impairments and
provisions and including Fitch's estimate of recurring cash
distributions from unconsolidated entities) of 21.1 times (x) is
the highest leverage level the company has had throughout the
financial downturn, and is up from 18.1x as of Dec. 31, 2010.
Reported EBITDA understates the company's cash generation power,
given that the accounting for non-performing loans and real estate
owned allows the company to recognize income only when certain
thresholds are met.  Fitch expects that reported earnings will
improve going forward as certain of these thresholds are achieved
related to unit sales at iStar's owned condominium properties.

Fixed charge coverage (defined as recurring operating EBITDA
including Fitch's estimate of recurring cash distributions from
unconsolidated entities before non-cash impairments, provisions
and gains divided by the sum of interest expense and preferred
stock dividends) was only 0.7x for the year ended Dec. 31, 2011,
compared with 1.0x and 1.2x for the years ended Dec. 31, 2010 and
2009, respectively.  Fitch expects this ratio to strengthen as the
company reduces debt and begins to recognize GAAP earnings from
sales of residential properties as noted above.

The company is moderately constrained by an unsecured bond fixed
charge incurrence covenant, which limits the company's ability to
incur any additional debt above existing levels.  This constraint
is not currently hindering the company given that the company's
strategy is to manage its existing portfolio, as opposed to grow
the company at this stage in the cycle.

The company's corporate unsecured obligations will need to be
serviced by the company's unencumbered pool, income from assets
serving as collateral for the 2011 and 2012 secured financings and
external sources of liquidity, given that both the 2011 and 2012
secured financings require that collateral repayments, sales
proceeds and other monetizations be used to repay only debt
encumbering collateral pools for each financing.

Pro forma for the 2012 secured financing, a large majority of the
company's unencumbered loans are non-performing, and the liquidity
of these assets is uncertain.  While a portion of the company's
unencumbered assets is likely liquid and could be sold to meet
corporate obligations, the borrowing bases for the 2011 and 2012
secured financings are of higher quality.

While concepts of Fitch's Recovery Rating methodology are
considered for all companies, explicit Recovery Ratings are
assigned only to those companies with an IDR of 'B+' or below.  At
the lower IDR levels, there is greater probability of default so
the impact of potential recovery prospects on issue-specific
ratings becomes more meaningful and is more explicitly reflected
in the ratings dispersion relative to the IDR.

The 2011 and 2012 A-1 tranche ratings of 'BB-/RR1', or a three-
notch positive differential from iStar's 'B-' IDR are based on
Fitch's estimate of outstanding recovery in the 91% - 100% range.
Together with the 2011 and 2012 A-2 tranches, these obligations
represent first lien security claims on specific collateral pools
comprised primarily of performing loans and credit tenant lease
assets, and have amortization payment priority relative to the A-2
tranches.

The 2011 and 2012 A-2 tranche ratings of 'B+/RR2', or a two-notch
positive differential from iStar's 'B-' IDR are based on Fitch's
estimate of superior recovery.  Together with the A-1 tranches,
these obligations represent first lien security claims on specific
collateral pools comprised primarily of performing loans and
credit tenant lease assets, but would receive principal
amortization or repayment only upon the full repayment of their
respective A-1 tranches.

The unsecured revolving credit facility, senior unsecured notes
and convertible senior floating rate notes ratings of 'B-/RR4' are
in line with iStar's 'B-' IDR, based on Fitch's estimate of
average recovery based on iStar's current capital structure.
While the application of Fitch's recovery criteria indicates a
stronger 'RR3' recovery, Fitch also considered that, similar to
the recent 2012 secured financing, the company may further
encumber a portion of its unencumbered pool to repay unsecured
indebtedness.

This action benefits the IDR at the detriment of recoveries, and
Fitch has incorporated the presence of the unencumbered pool in
the 'B-' IDR.  This adverse selection also results in less liquid
and less traditional commercial real estate collateral remaining
in the unencumbered pool to support bondholder recoveries,
resulting in Fitch rating recoveries of the unsecured bonds at
'RR4'.

The Preferred Stock rating of 'CC/RR6' or a 2-notch negative
differential from iStar's 'B-' IDR is based on Fitch's estimate of
poor recovery based on iStar's current capital structure.

The Stable Outlook is based on iStar's stronger liquidity profile
given manageable pro forma debt maturities until the end of 2013.
In addition, the stabilization in commercial real estate
fundamentals and value should enable the company to monetize its
unencumbered asset pool to repay unsecured indebtedness.

The following may have a positive impact on the ratings and/or
Outlook:

  -- Monetization of the company's unencumbered real estate
     investment portfolio via asset sales to repay unsecured debt;

  -- Reduction of other real estate owned and real estate held for
     investment as a percentage of the company's investments;

  -- The ability to incur additional debt under the company's debt
     incurrence fixed charge covenant;

  -- Improvement in the quality of the unencumbered pool, measured
     by the sum of non-performing loans, other real estate owned
     and real estate held for investment comprising less than 25%
     of the unencumbered pool;

  -- Demonstrated access to the common equity or unsecured bond
     market.

The following may have a negative impact on the ratings and/or
Outlook:

  -- Deterioration in the quality of iStar's loan portfolio,
     including an increase in non-performing loans and additional
     provisions for loan losses;

  -- An increase in other real estate owned and real estate held
     for investment as a percentage of the company's investments.


JAMES RIVER: S&P Lowers Corp. Credit Rating to 'B-'; On Watch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its corporate
credit rating on Richmond, Va.-based James River Coal Co. to 'B-'
from 'B'. "At the same time, we lowered our issue-level rating on
the company's $275 million senior unsecured notes to 'B' from
'B+'. The recovery rating remains '2', reflecting our expectation
for a substantial (70% to 90%) recovery in the event of payment
default. We also lowered our issue-level ratings on the company's
convertible notes to 'CCC' from 'CCC+'. The recovery rating on the
convertible notes remains '6', reflecting our expectation for a
negligible (0% to 10%) recovery in the event of payment default,"
S&P said.

"The ratings remain on CreditWatch with negative implications,
where we initially placed them on Feb. 29, 2012," S&P said.

"The downgrade and ongoing CreditWatch listing reflect our view
that James River Coal's 2012 operating performance will be lower
than we previously expected," said Standard & Poor's credit
analyst Megan Johnston. "We believe that demand for thermal coal
will continue to be negatively affected by natural gas
substitution and recent warmer weather trends. Absent increasing
natural gas prices or a warmer-than-normal summer, thermal coal
prices may continue to decline to lower levels than we previously
anticipated."

"As of the end of fiscal 2011, James River Coal's total EBITDA was
approximately $170 million, with total debt to EBITDA of about
5.5x. In 2012, we believe the company's profitability will likely
be materially lower than it was in 2011 due to lower thermal coal
prices. We had previously expected James River Coal to generate
about $175 million in EBITDA; we now think it will probably
generate EBITDA of $100 million or less. This will likely lead to
total leverage of 7x or higher, and the company will then burn
cash. As a result, we have revised our assessment of James River
Coal's financial risk profile to 'highly leveraged'."

"The rating on James River Coal also reflects our assessment of
the company's 'vulnerable' business risk profile. It has
significant exposure to the high-cost Central Appalachia region
and faces significant challenges posed by the inherent risks of
coal mining, including operating problems, price volatility, and
increasing costs and regulatory scrutiny," S&P said.

"In resolving the CreditWatch listing, we will review our
performance expectations and James River Coal's liquidity
position, as well as assess its operating prospects, to determine
whether a lower rating is warranted," Ms. Johnston continued.
"This will include meeting with management to discuss near-term
operating and financial prospects, including end-market trends."


JB POINDEXTER: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on J.B. Poindexter & Co. Inc. and revised the
outlook to positive from stable.

"The affirmation and outlook revision to positive reflect
Poindexter's improved operating and financial performance in
2011," said Standard & Poor's credit analyst Gregoire Buet.

Standard & Poor's also assigned a 'B' issue rating and '4'
recovery rating to the company's proposed $200 million senior
unsecured notes due 2022.

"We view the company's business risk profile as 'weak' and its
financial risk profile as 'highly leveraged,' as our criteria
define these terms. Poindexter manufactures van and truck bodies,
truck accessories, specialty vehicles, and packaging materials in
North America. It also provides precision-engineered services to
the oil and gas industry. Historically, revenues and cash flows
have exhibited significant volatility because customers adjust the
replacement cycles of their truck and van fleets according to
economic conditions and because order patterns for new fleet
vehicles tend to be inconsistent," S&P said.

"Operating performance improved across most of its transportation
and energy segments last year, and we expect that the company will
continue to benefit from positive demand trends in 2012," Mr. Buet
said.

"In addition, operational improvements and the benefits of lean
manufacturing efforts are enhancing profitability," he continued.
"Still, we note that the company has in the past experienced
occasional operational inefficiencies that have temporarily hurt
profitability, and operational execution remains a risk."

"The positive outlook reflects that Standard & Poor's could raise
the rating on Poindexter by one notch over the next 12 months if
the company sustains its positive operating performance trends and
if its growth initiatives do not hurt its credit measures," S&P
said.


JBI INC: MSCM LLP Raises Going Concern Doubt
--------------------------------------------
JBI, Inc., filed on March 19, 2012, its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2011.

MSCM LLP in Toronto, Canada, expressed substantial doubt about
JBI, Inc.'s ability to continue as a going concern.  The
independent auditors noted that the Company has experienced
negative cash flows from operations since inception and has
accumulated a significant deficit.

The Company reported a net loss of US$18.3 million on
US$2.6 million of sales for the fiscal year ended Dec. 31, 2011,
compared with a net loss of US$14.3 million on US$6.2 million of
sales for the fiscal year ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed
US$8.6 million in total assets, US$6.5 million in total
liabilities, and stockholders' equity of US$2.1 million.

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

                       http://is.gd/P5vFLI

Thorold, Ontario, Canada-based JBI, Inc. (OTC QB: JBII)
-- http://www.plastic2oil.com/-- is a North American fuel company
that transforms unsorted, unwashed waste plastic into ultra-clean,
ultra-low sulphur fuel without the need for refinement.


JETSTAR PARTNERS: Mulls Sale of Business Office Park in Chapter 11
------------------------------------------------------------------
Jetstar Partners, Ltd., which sought bankruptcy protection earlier
this month after failing to negotiate an out-of-court
restructuring of its $8.46 million debt, said its property has
value that can be best realized outside of foreclosure.  Jetstar
said it intends to utilize the protections offered by the
Bankruptcy Code to sell the Property in a single transaction or,
alternatively, to multiple purchasers.

Jetstar owns a business office park consisting of five buildings
leased by various tenants.  The Property is currently 68% leased
and occupied with monthly collection of rental income totaling
$47,459.  Jetstar said rental income is sufficient to fund daily
operations and maintenance but is insufficient to service the debt
owed to Symetra Life Insurance Company, formerly known as SAFECO
Life Insurance Company.  Symetra provided the loan to finance the
development of the Property.

Symetra asserts that it holds a secured claim against Jetstar
pursuant to a Real Estate Note dated Dec. 8, 2006.  Pursuant to
the Note, all unpaid principal and interest was due and payable in
full on Jan. 1, 2012.  The Debtor has attempted to negotiate an
out-of-court restructure of the Note with Symetra without success.

Jetstar is slated to return to the Bankruptcy Court on March 30,
2012 at 9:00 a.m., for a hearing on its request to use income,
receivables, and proceeds received from or on account of its
business operations to pay for expenditures while in Chapter 11.

Symetra asserts that the Note is secured by, among other things,
valid, perfected and enforceable liens on substantially all of the
Debtor's assets and real property.  The Noteholder also asserts
that all cash and cash equivalents of the Debtor's bankruptcy
estate in existence on the Petition Date and that are acquired
thereafter constitute cash collateral within the meaning of
section 363(a) of the Bankruptcy Code.

Jetstar does not concede that the pre-petition liens are valid,
perfected, binding, enforceable, or unavoidable.

Earlier this month, Jetstar obtain an Agreed Order that permitted
it to use cash collateral through March 19.  The Agreed Order
provides that the Noteholder and the Debtor may, without further
Court order, extend the First Interim Order beyond March 19, 2012,
to a date no later than March 31, 2012.

The Debtor initially requested authority to use Cash Collateral on
an interim basis through April 7, 2012.

The Debtor said it should be authorized to use the Cash
Collateral, on an interim basis, in the ordinary course of
business because Symetra's purported security interest therein is
adequately protected.  The value of Symetra's purported interest
(and the Debtor's estate) will be preserved by the continued use
of Cash Collateral to maintain the Debtor's ongoing business
operations.

Jetstar also pointed out that even if the value of Symetra's
asserted liens in the Cash Collateral were to decline over the
course of the case, such minor declines as might occur would be
insignificant in comparison to the decline in value that the
Debtor's estate likely would suffer if the Debtor ceased
operations.  If the Debtor is not permitted to use Cash
Collateral, the Debtor will be forced to terminate its operations
and lose entirely its existing tenant.

                      About Jetstar Partners

Jetstar Partners, Ltd., was formed on Oct. 14, 1999, for the
purpose of owning and developing real property in Dallas County,
Texas.  Jetstar owns and operates certain real property in Irving,
Dallas County.  Collinternational IV, Inc., a Texas corporation,
is the sole general partner of Jetstar.

Jetstar Partners, Ltd., filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-31444) on March 5, 2012.  The
partnership estimated assets of $10 million to $50 million and
debts of up to $10 million.  Judge Harlin DeWayne Hale oversees
the case.  The Debtor is represented by Jeffrey Erler, Esq.,
Cynthia W. Cole, Esq., and Nicole M. Eason, Esq., at Bell Nunnally
& Martin LLP.

Counsel for Symetra Life Insurance Company is:

          Katharine Battaia Clark, Esq.
          THOMPSON & KNIGHT LLP
          1722 Routh Street, Suite 1500
          Dallas, TX 75201
          Telephone: (214) 969-1700
          Facsimile: (214) 969-1751
          E-mail: Katie.clark@tklaw.com


JETSTAR PARTNERS: Sec. 341(a) Creditors' Meeting on April 10
------------------------------------------------------------
The U.S. Trustee in Dallas, Texas, will convene a meeting of
creditors in the Chapter 11 case of Jetstar Partners, Ltd., on
April 10, 2012, at 1:30 p.m. at Dallas, Room 976.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Proofs of claim are due in the case by July 9, 2012.

                      About Jetstar Partners

Jetstar Partners, Ltd., was formed on Oct. 14, 1999, for the
purpose of owning and developing real property in Dallas County,
Texas.  Jetstar owns and operates certain real property in Irving,
Dallas County.  Collinternational IV, Inc., a Texas corporation,
is the sole general partner of Jetstar.

Jetstar Partners, Ltd., filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-31444) on March 5, 2012.  The
partnership estimated assets of $10 million to $50 million and
debts of up to $10 million.  Judge Harlin DeWayne Hale oversees
the case.  The Debtor is represented by Jeffrey Erler, Esq.,
Cynthia W. Cole, Esq., and Nicole M. Eason, Esq., at Bell Nunnally
& Martin LLP.

Counsel for noteholder Symetra Life Insurance Company is Katharine
Battaia Clark, Esq., at Thompson & Knight LLP.


KEMET CORP: Moody's Lowers Rating on Senior Notes to 'B2'
---------------------------------------------------------
Moody's Investors Service affirmed KEMET Corporation's B2
Corporate Family Rating and lowered the rating on the Senior Notes
to B2 from B1. The rating action follows KEMET's plan to raise
additional debt, mostly to fund acquisitions. The rating outlook
is stable.

Rating Rationale

"Proforma for the additional debt, the debt to latest twelve
months ended December 31, 2011 EBITDA (after standard adjustments)
will increase from 1.9x to about 2.6x," noted Terry Dennehy, Vice
President at Moody's Investors Service. Further, Moody's expects
that demand for capacitors will remain weak through mid-year
which, when combined with the increase in interest burden (of over
50%), will strain free cash flow (FCF) although still remain
positive for the coming year.

With the increase in the amount of Senior Notes outstanding, these
notes now account for a significantly greater share of KEMET's
capital structure. Due to the resulting reduced cushion provided
by junior obligations, Moody's lowered the rating of the Senior
Notes to B2 from B1.

Proceeds from the re-opened Senior Notes due 2018 will be used to
finance the $31 million initial purchase price for tantalum powder
producer Niotan Inc. and the $50 million purchase price for a 34%
economic interest (and a 51% voting interest) in NEC-Tokin Corp.

The stable outlook reflects that there is still excess capacitor
inventory held by customers due to the excess purchases made
following the Japan earthquake and lower than expected end market
demand following the floods in Thailand, although Moody's expects
a recovery in inventory levels over the near term. This excess
inventory in the market has resulted in a significant decline in
demand during the past two quarters, which Moody's expects will
continue for at least another quarter. This weak demand will
strain FCF given the increased interest burden following the
increase in Senior Notes outstanding. Nevertheless, Moody's
expects the market demand to grow from the currently depressed
levels later in the year, resulting in revenue growth, improved
FCF generation, and EBITDA margin expansion such that Moody's
expects debt to EBITDA to gradually decline to less than 2.5x over
the near term due to growth in EBITDA.

The ratings could be upgraded if KEMET's markets, particularly the
tantalum capacitors segment, experience a strong recovery by the
middle of the year such that Moody's believes that KEMET will
generate organic revenue growth at least in the upper single
digits over several quarters and operating margins in the low to
mid teens, and will be on course for debt to EBITDA (standard
adjustments) to decline to below 2.0x due to growth in EBITDA.

The ratings could be downgraded if Moody's believes that demand
will not recover by the middle of the year, or if there is a
disruption to KEMET's key supplies such that Moody's expects that
operating margins and free cash flow will be negative for more
than one quarter. Moreover, the rating could be downgraded if
KEMET engages in a leveraging event such as an additional debt-
financed acquisition or share repurchase, such that Moody's
expects debt to EBITDA to exceed 4.0x or if Moody's believes that
KEMET's cash balance will fall below $75 million.

Downgrades:

  Issuer: KEMET Corporation

    Senior Unsecured Regular Bond/Debenture,
    Downgraded to B2, LGD4, 52% from B1, LGD3, 38%

KEMET Corporation, based in Greenville, South Carolina, is a
manufacturer and supplier of passive electronic components,
specializing in tantalum, multilayer ceramic, film, solid
aluminum, electrolytic, and paper capacitors.

The principal methodology used in rating KEMET Corporation was the
Global Semiconductor Industry Methodology published in November
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.


KEMET CORP: S&P Keeps 'B+' Corp. Credit Rating
----------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Greenville, S.C.-based capacitor supplier KEMET Corp. to stable
from positive. "We also affirmed our 'B+' corporate credit rating
on the company," S&P said.

"At the same time, we are maintaining our 'B+' rating (the same as
the corporate credit rating) on the company's $100 million add-on
to its existing $230 million secured senior notes due 2018. The
'4' recovery rating, indicating the expectation for average (30%
to 50%) recovery in the event of a payment default, remains
unchanged," S&P said.

"The outlook revision reflects increased leverage related to the
$100 million debt issuance and to provide flexibility over the
medium term for the potential purchase of NT," said Standard &
Poor's credit analyst William Backus.

"The stable outlook reflects our expectation that KEMET will
continue to generate positive FOCF over the near term despite
expected earnings declines. We believe that the acquisition of NT
will likely proceed and will enhance KEMET's business profile over
time. However, uncertainty regarding the financial impact and
structure related to the potential purchase of NT constrains the
rating at the current rating. Although unlikely, we could lower
the rating if KEMET pursues an aggressive financial policy, such
as a sizable debt-financed share repurchase or if operating
results worsen so that debt to EBITDA is sustained above 5x," S&P
said.


LEHMAN BROTHERS: Settlements Reached in 187 ADR Matters
-------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman Brothers' legal counsel, filed a
28th status report on the settlement of claims negotiated through
the alternative dispute resolution process.

The status report noted that in the past month, the Debtors have
served two ADR notices, bringing the total number of notices
served to 235.

The Debtors also reached settlement with counterparties in two
additional ADR matters as a result of mediation.  Upon closing of
those settlements, the Debtors will recover a total of
$1,072,457,507.  Settlements have now been reached in 187 ADR
matters involving 209 counterparties.

As of March 14, 2012, 69 of the 74 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only five mediations were terminated without settlement.

Fifteen more mediations are scheduled to be conducted for the
period March 28 to May 30, 2012.

                    About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: LBI Trustee Has OK for Lexolution Staffing
-----------------------------------------------------------
James Giddens, the trustee liquidating Lehman Brothers Holdings
Inc.'s brokerage, obtained court approval to avail of Lexolution
LLC's contract staffing services.

Mr. Giddens tapped the firm to provide temporary lawyers to
perform document review tasks and other services.  Although
employed by Lexolution, the lawyers will work under the
supervision of the trustee's outside counsel.

In return for their services, the lawyers will be paid $45 to
$49.50 per hour and will be reimbursed of their expenses.

Each lawyer will be required to execute an affidavit and
disclosure statement certifying that he is disinterested under
the Securities Investor Protection Act.  The trustee will then
file those documents with the U.S. Bankruptcy Court in Manhattan.

The application will be presented to Judge James Peck on March 6,
2012, for approval.  Objections are due by March 5, 2012.

                    About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Geithner to Testify in Lehman Suit vs. JPM
-----------------------------------------------------------
U.S. Treasury Secretary Timothy Geithner agreed to answer
questions in writing in Lehman Brothers Holdings Inc.'s lawsuit
against JPMorgan Chase & Co., according to a March 20 report by
Bloomberg News.

Mr. Geithner's agreement, noted in a March 16 filing by the U.S.
in federal court in Washington, forestalls a judge's ruling on
whether he could be compelled to testify in the case.  U.S.
District Judge Reggie Walton accepted the arrangement and ordered
both sides to update him by April 3, the report said.

"If the parties should reach an impasse or plaintiff is otherwise
dissatisfied with the written responses, the parties shall so
notify the court," Assistant U.S. Attorney John Interrante said
in the filing.

Lehman sued Mr. Geithner in February after the Treasury
Department allegedly refused to allow testimony by the secretary.
His testimony is key to Lehman's claim that JPMorgan illegally
siphoned billions of dollars from the company and that its top
executives used inside knowledge to take advantage of the company
as its financial state worsened.

Mr. Geithner, former president of the Federal Reserve Bank of New
York, discussed the collateral JPMorgan was demanding for its
loans with Lehman's and JPMorgan's chief executive officers in
the week before the bankruptcy filing.  He also met with Mr.
Dimon and Henry Paulson, then Treasury Secretary, to discuss
concerns that the JPMorgan CEO was using the crisis to strengthen
his bank at Lehman's expense, Bloomberg News reported.

Mr. Paulson also agreed to answer questions in writing, according
to the March 16 filing.

Lehman filed the lawsuit to recover billions of dollars that
JPMorgan allegedly seized as collateral.  JPMorgan, which served
as the company's main clearing bank in the 2008 financial crisis,
allegedly threatened to discontinue its services unless the
company posted excessive collateral.

The lawsuit is Lehman Brothers Holdings Inc. v. JPMorgan Chase
Bank NA, Adv. Proc. No. 10-03266 (Bankr. S.D.N.Y.).  The
testimony case is Official Committee on Unsecured Creditors of
Lehman Brothers Holdings In., 12-00098(D. D.C.).

                    About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEVEL 3: Enters Into Guarantee and Subordination Indentures
-----------------------------------------------------------
In connection with the acquisition by Level 3 Communications,
Inc., of Global Crossing Limited, Level 3 Financing, Inc., a
wholly owned subsidiary of Parent, assumed those certain 8.125%
Senior Notes due 2019 of Level 3 Escrow, Inc., issued under the
Indenture, dated as of June 9, 2011, among Level 3 Escrow, as
issuer, and The Bank of New York Mellon Trust Company, N.A., as
Trustee.  As a result of that assumption, all obligations of Level
3 Escrow under the Notes and the Indenture became solely the
obligations of Level 3 Financing and Parent, as guarantor.

Level 3 Financing entered into an additional Supplemental
Indenture, dated as of March 22, 2012, to the Indenture.  The
Guarantee Supplemental Indenture was entered into among Level 3
Financing, Level 3 Communications, LLC, a wholly owned subsidiary
of Parent, and the Trustee.  Pursuant to the Guarantee
Supplemental Indenture, Level 3 LLC has provided an unconditional,
unsecured guaranty of the Notes.  The Guarantee Supplemental
Indenture is available for free at http://is.gd/HMMQ0y

Level 3 Financing entered into an additional Supplemental
Indenture, dated as of March 22, 2012, to the Indenture.  The
Subordination Supplemental Indenture was entered into among Level
3 Financing, Parent, Level 3 LLC and the Trustee.  Pursuant to the
Subordination Supplemental Indenture, the unconditional, unsecured
guaranty of Level 3 LLC of the Notes is subordinated in any
bankruptcy, liquidation or winding up proceeding of Level 3 LLC to
all obligations of Level 3 LLC under the Level 3 Financing Amended
and Restated Credit Agreement, dated as of March 13, 2007.  The
Subordination Supplemental Indenture is available for free at:

                       http://is.gd/8V0YIc

Effective on March 22, 2012, Level 3 LLC and certain other
regulated subsidiaries of Parent received regulatory approval to
permit each Regulated Entity to (i) guarantee the Tranche B III
Term Obligations under the Credit Agreement and (ii) grant a
security interest in certain of its assets to the administrative
agent under the Credit Agreement as security for such guarantee.
Pursuant to the terms of the Credit Agreement, the actions
described in clauses (i) and (ii) above are required by the
Regulated Entities upon receipt of the requisite regulatory
approvals, and the guarantees and security interests described
above became effective March 22, 2012, by delivery of notice to
the administrative agent under the Credit Agreement that the
Collateral and Guarantee Permit Condition has been satisfied.

                    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.


LEVEL 3: Adopts KESP and 2012 MIRP Benefit Plans
------------------------------------------------
Following the completion of the acquisition of Global Crossing
Limited on Oct. 4, 2011, the Compensation Committee of the Board
of Directors of Level 3 Communications, Inc., undertook a review
of the Company's compensation arrangements in light of the
following:

  * other companies, both competitors and non-competitors, may
    seek to target and attempt to recruit members of the Company's
    key senior management, particularly during the integration of
    the Global Crossing Acquisition;

  * many members of the Company's key senior management assumed
    greater roles with enhanced responsibilities given the
    significant increase in the size of the Company's business as
    a result of the completion of the Global Crossing Acquisition;

  * the Committee's determination to modify the companies
    identified as the Company's peers that the Committee will use
    to evaluate the Company's own compensation programs; and

  * the need to plan for an orderly transition and succession
    process of senior management.

In particular, the Committee's review focused on whether
modifications were needed to the Company's compensation programs
to enhance the Company's ability to:

   - retain existing key senior management and ensure continued
     stability and continuity of the Company's business;

   - motivate more effectively the Company's existing key senior
     management, and attract high quality executive level talent,
     to meet the Company's business goals and objectives; and

   - appropriately compensate the Company's key senior management
     for achieving those business goals and objectives.

As a result of these considerations and objectives, the Committee
determined that the adoption of certain strategic compensation
arrangements was important to the Company's continued short-term
and long-term success and growth.  At the recommendation of the
Committee, effective March 19, 2012, the Company adopted two new
benefit plans covering senior management (other than James Q.
Crowe, the Company's Chief Executive Officer): the Key Executive
Severance Plan and the 2012 Management Incentive and Retention
Plan.  In addition, at the recommendation of the Committee, the
Company and its subsidiary, Level 3 Communications, LLC, entered
into an employment agreement with Mr. Crowe on the same date.

  * Key Executive Severance Plan

The Company adopted the KESP to provide severance and welfare
benefits to each eligible executive who is involuntarily
terminated from employment by the Company without cause or who
voluntarily terminates employment with good reason.  Participants
in the KESP will include senior members of management designated
by the Committee, including each of the Company's current named
executive officers, other than Mr. Crowe.  The NEO Participants
are Jeff K. Storey, Charles C. Miller, III, Sunit S. Patel and
Thomas C. Stortz.

  * 2012 Management Incentive and Retention Plan

The Committee adopted the MIRP to provide a means to encourage key
management personnel to remain employed with the Company or one of
its subsidiaries and to reward the achievement of established
performance criteria.  Participants in the MIRP will include a
small number of senior members of management designated by the
Committee, other than Mr. Crowe, including each of the NEO
Participants, Jeff K. Storey, Charles C. Miller, III, Sunit S.
Patel and Thomas C. Stortz.

The MIRP provides an opportunity to receive two types of awards:
a retention award and an incentive award.  NEO Participants'
retention and incentive awards will both have a cash component and
an equity component.  The equity component will be granted in the
form of RSUs under the Stock Plan.

  * Retention Award

The amount of the cash retention award will equal a percentage of
the participant's base salary in effect as of April 1, 2012, and
will be paid in two equal installments, in both cases contingent
upon the NEO Participant's continued employment by the Company or
any of its subsidiaries on the applicable payment date.  The first
installment will be paid as part of the NEO Participant's final
paycheck in 2012, and the second installment will be paid as part
of the final paycheck in 2013.

  * James Q. Crowe Employment Agreement

The employment agreement with Mr. Crowe has a term ending Dec. 31,
2014.  Prior to entering into this employment agreement with the
Company, Mr. Crowe, who has been the Chief Executive Officer of
the Company since August 1997, a director of the Company since
June 1993, and President of the Company from August 1997 until
July 2000, was not a party to an employment agreement with the
Company.

Pursuant to the employment agreement, Mr. Crowe will receive a
minimum annual base salary of $1.25 million and an annual target
bonus opportunity equal to 200% of his base salary, with the
actual bonus payment to be determined by the Committee in its sole
discretion.  However, in the event that individuals who are not
currently directors of the Company become, and constitute a
majority of, members of the Committee, Mr. Crowe will be entitled
to a minimum annual bonus equal to 50% of the annual target bonus
opportunity.

Pursuant to the employment agreement, the Company granted to Mr.
Crowe a total of 900,000 restricted stock units on March 19, 2012,
and will grant to him 450,000 outperform stock options on April 1,
2012, each under the Level 3 Communications, Inc. Stock Plan.

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

                       http://is.gd/mimXqX

                   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.


LOS ANGELES DODGERS: 2nd Most Valuable Baseball Club, Forbes Says
-----------------------------------------------------------------
Forbes reports that The Los Angeles Dodgers is the second most
valuable baseball club in Major League Baseball.  The club is
worth $1.4 billion.

The New York Yankees is the most valuable club with a value of
$1.85 billion.

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

                      About Los Angeles Dodgers

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

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

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

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

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

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

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

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


LOS ANGELES DODGERS: Bidder Inquired About Stadium Naming Rights
----------------------------------------------------------------
The Associated Press reports that at least one party bidding on
the Los Angeles Dodgers has inquired about the possibility of
selling naming rights to Dodger Stadium, according to records
filed last week in U.S. Bankruptcy Court.

According to the AP, court documents indicate Bruce Bennett, the
Dodgers' lead bankruptcy attorney, and Peter Cohen, the Blackstone
Advisory Partners executive leading the sale team, discussed
"naming rights and other bidder questions" in a telephone
conference Feb. 22.

The AP notes it is uncertain whether the inquiries came from
bidders still in contention and whether the questions reflected
standard due diligence or a sincere interest in selling the Dodger
Stadium naming rights.

Dodger Stadium, which turns 50 this year, has never been known by
another name, according to the AP.

The AP notes the current bids for the Dodgers are believed to be
in the range of $1.3 billion to $1.5 billion.  The cost to
renovate Dodger Stadium could run at least $200 million, according
to people familiar with the sale process, the AP adds.

The AP recounts that the New York Mets sold the naming rights to
Citi Field in 2006 for $400 million -- a record for a major league
team -- but the market has cooled since then.  The Texas Rangers,
the two-time defending American League champions, do not have a
corporate name atop their ballpark. Neither do the Miami Marlins,
even for the grand opening of their stadium this year.


                      About Los Angeles Dodgers

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

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

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

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

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

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

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

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


MACLAREN USA: Bankruptcy Court Grants PI Claimant Stay Relief
-------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reports that the U.S. Bankruptcy Court granted Kaylani Spieckerman
and her mother, Tanuja Karunakar, an exemption from the automatic
stay, allowing them to move forward with their personal injury
lawsuit against Maclaren USA, Inc.  The claimants will attempt to
recover damages to the extent of applicable insurance coverage.

DBR notes Kaylani Spieckerman and her family sued Maclaren USA,
along with Toys "R" Us and Babies "R" Us, after a Maclaren Triumph
Canopy Stroller amputated "the first digit of the fourth finger of
her right hand," causing her to have surgery and permanent
disfigurement as well as causing emotional distress to both
Kaylani and her mother, according to court documents.  Kalyani's
injury happened on Oct. 5, 2009, when the 15-month-old toddler
placed her right hand near the folding mechanism of the stroller,
which cut off the top part of her finger.

According to DBR, the suit alleges that Maclaren had received
complaints about finger amputations prior to Kaylani's injury, and
hadn't issued any warnings.  The family offered in May 2011 to
settle with Maclaren's insurance company, Swiss Reinsurance
America Corp., for $400,000 -- which included $375,000 in damages
and $25,000 for emotional distress.

DBR says the suit was filed in October 2011, after a settlement
apparently couldn't be reached.

According to DBR, no one else has yet sought relief from the
automatic stay.

American Baby Products, Inc., doing business as Maclaren USA,
filed for Chapter 7 bankruptcy (Bankr. D. Conn. Case No. 11-52541)
on Dec. 29, 2011, listing under $50,000 in assets and between
$10 million to $50 million in debts.  American Baby Products is
the U.S. unit of the high-end stroller manufacturer Maclaren.  The
bankruptcy filing halted seven pending lawsuits against it.

The Debtor listed the parents of nine children as top unsecured
creditors with unknown claim amounts.  The Debtor listed its
largest unsecured creditor, owed $13.1 million of the company's
total $15.9 million in liabilities, as Maclaren (HK) Limited,
Maclaren's Chinese subsidiary.


MARCO POLO SEATRADE: Lenders Seeks OK to File Own Ch. 11 Plan
-------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a group of banks
asked a New York bankruptcy court Tuesday for permission to file
their own reorganization plan for Marco Polo Seatrade BV, as the
lenders say the bankrupt Dutch shipping company is using a delay
in filing its own plan "as a strategic weapon."

                       About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.  The company started a lawsuit against the two
creditors in January 2012.

The cases are before Judge James M. Peck.  Evan D. Flaschen, Esq.,
Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at Bracewell
& Giuliani LLP, in New York, serve as the Debtors' bankruptcy
counsel.  Kurtzman Carson Consultants LLC serves as notice and
claims agent.

The petition noted that the Debtors' assets and debts are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed three members to serve on the Official Committee of
Unsecured Creditors.  The Committee has retained Blank Rome LLP as
its attorney.

Creditor Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.

Gregory M. Petrick, Esq., Ingrid Bagby, Esq., and Sharon J.
Richardson, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, represents secured creditor and post-petition lender The
Royal bank of Scotland plc.


MCCLATCY CO: P. Talamantes to Succeed G. Pruitt as Pres. & CEO
--------------------------------------------------------------
The McClatchy Company announced that Gary B. Pruitt, chairman,
president and chief executive of McClatchy, will leave the company
May 16, 2012, to become president and chief executive of The
Associated Press (AP).

McClatchy's Board of Directors has named Patrick J. Talamantes,
McClatchy's current vice president, finance and CFO, as Pruitt's
successor.  Talamantes, 47, will assume the title of president and
CEO and join the Company's Board of Directors.  Kevin S.
McClatchy, a director of McClatchy since 1998 and a fifth-
generation member of the founding McClatchy family, will become
chairman of the Board.

"I've been a McClatchy employee for 28 years and CEO for the last
16 years.  It's been one of the most rewarding experiences of my
life, and I never anticipated leaving before retirement," said
Pruitt, 54.  "I just felt I couldn't pass up this opportunity to
lead The Associated Press, one of the world's largest and most
trusted news organizations, at such an exciting and pivotal time."

Pruitt, who has served on AP's Board of Directors for the past
nine years, said: "I will always take great pride in all that we
accomplished at McClatchy over the years, particularly maintaining
our commitment to high-quality journalism, seeing the tremendous
growth of our digital business and all of the financial progress
this company has made in recent years.

"I have the utmost confidence in Pat to lead this company into the
future," Pruitt continued.  "I've worked side-by-side with Pat for
the past 11 years, and he's played an instrumental role in every
major development at McClatchy over that time.  He's smart,
dedicated and an extremely gifted executive ? there's no other way
to say it ? and I'm looking forward to watching McClatchy grow and
prosper under his capable leadership."

Kevin McClatchy, the incoming Board chairman, is a former managing
general partner and chief executive of the Pittsburgh Pirates who
also served on Major League Baseball's Executive Council.  Before
his executive career in baseball, McClatchy spent almost a decade
working in the newspaper business, including sales positions with
The Newspaper Network, The Sacramento Bee and The Miami Herald.
He becomes the first McClatchy family member to serve as Board
chairman since 1995.

"We will be forever grateful for Gary's leadership and service to
the company.  Gary is a visionary and a dynamic and talented chief
executive who led McClatchy's transformation into the third-
largest newspaper company in the United States ? one with a
thriving, robust digital business prepared for the 21st century,"
McClatchy said.  "The Associated Press is lucky to have him, and
we wish Gary all the best in his adventures ahead."

Kevin McClatchy continued: "McClatchy has a deep leadership bench,
and we're delighted to promote Pat Talamantes as Gary's successor.
Pat is a world-class executive who represents all of the best
qualities of McClatchy.  He is a perfect choice to be the
company's new CEO.  He has helped stabilize the company's
financial position while ensuring our newspapers and digital
operations can fulfill their historic mission of providing high
quality, public service journalism to their communities.  We
couldn't be more thrilled for Pat and The McClatchy Company."

Talamantes becomes just the seventh CEO in the 155-year history of
the company.

Talamantes joined McClatchy in April 2001 as vice president,
finance and CFO.  In addition to overseeing all of the Company's
financial operations, Talamantes' responsibilities have grown over
the years to include managing the company's real estate holdings
and information technology.  In June 2011, Talamantes assumed
additional oversight of McClatchy's Florida operations, which
include The Miami Herald, the Spanish-language El Nuevo Herald and
the Bradenton Herald newspapers.

"Gary Pruitt is a tough act to follow, but I am, nonetheless,
deeply honored to lead McClatchy and extremely confident in this
company?s future," Talamantes said.

"I'm grateful for the support of the McClatchy family and the
Board of Directors," Talamantes said.  "We have some of the most
talented, hardworking and innovative employees in the news
business.  Together, we will work to carry out this company's 155-
year-old mission of providing community service and quality
journalism, which are just as relevant and important today as they
were in the 1800s."

Before joining McClatchy, Talamantes worked for Sinclair Broadcast
Group, a publicly traded television broadcasting company based in
Maryland, from 1996 to 2001 and served the last two years as CFO.
From 1995 to 1996, Talamantes was treasurer of River City
Broadcasting in St. Louis and previously spent nine years in
various banking positions with Chemical Bank of New York.

Talamantes holds a bachelor's degree in economics from Stanford
University and an M.B.A. from The Wharton School of the University
of Pennsylvania. He and his wife, Scarlett, have two sons,
Patrick, 16, and Austin, 13.

Pruitt first joined McClatchy in 1984 as general counsel, managing
the Company's legal affairs, including libel and First Amendment
issues.  He was instrumental in taking the company public in 1988
and the acquisitions of several newspapers.

Pruitt was named president in 1995, CEO in 1996 and chairman in
2001.

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Dec. 25, 2011, showed $3.04 billion
in total assets, $2.86 billion in total liabilities and $175.18
million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.


METALS USA: Moody's Upgrades Corporate Family Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service upgraded Metals USA Holdings Corp.'s
(MUSA Holdings) corporate family rating and probability of default
rating to B1 from B2. At the same time, the rating on Metals USA
Inc's (wholly owned subsidiary) 11.125% senior secured notes due
2015 was upgraded to B2 from B3. The rating outlook is stable.

Ratings Rationale

The upgrade reflects the considerable improvement in MUSA
Holdings' operating performance as well as its financial de-
leveraging. MUSA Holdings' B1 corporate family rating positively
reflects the company's geographic, customer and end market
diversification, countercyclical working capital needs, and the
improved fundamentals in the company's metal-consuming end
markets, including fabrication, manufacturing, automotive and
energy industries. The rating also incorporates Moody's view that
end market conditions in 2012 will continue to be accommodating
thereby allowing the company to, at a minimum, maintain or further
improve its earnings and debt protection measures. The improvement
in performance is evidenced by the strengthening in adjusted
operating margin to 7.4% in FYE 2011, a level approaching the
company's long-term averages, while the EBITDA interest coverage
ratio improved to around 3.5x and the adjusted debt-to-EBITDA
declined to 3.2x from about 4.4x at year-end December 2010. The
improvement in the leverage ratio results both from recovery in
EBITDA as well as the retirement of the Holdco notes in Q2 2010
with proceeds from an IPO.

However, the rating also considers the cyclicality and
competitiveness of the metals distribution industry, the company's
acquisitive nature, as it uses acquisitions of service centers to
expand market share and fill out its geographic footprint, and
potential shareholder friendly actions, given that the company
remains approximately 64% owned by Apollo Management.

Under Moody's loss given default methodology, the B2 rating on
Metals USA's senior secured notes reflects their weaker position
in the capital structure behind the $525 million asset-backed loan
facility, which facility has a first priority position in
receivables and inventory. The notes are secured by PP&E, which
Moody's views as inadequate to fully cover the level of
outstandings.

The SGL-3 speculative grade liquidity rating reflects the
company's adequate liquidity position. MUSA Holdings' liquidity is
constrained by the negative free cash flow generation resulting
from high working capital needs as well as by the limited cash
balance, which at December 31, 2011 was approximately $12 million.
The liquidity is supported by the counter-cyclical working capital
needs inherent to metal distributors, the availability of
approximately $164 million under its ABL facility at December 31,
2011, comfortable covenant cushion and lack of near term debt
maturities.

MUSA Holdings' stable rating outlook reflects Moody's expectation
that market conditions in the end markets in which the company
participates will remain stable and support the company's current
credit metrics or allow for a modest improvement. The outlook also
recognizes that the countercyclical nature of MUSA Holdings'
working capital lessens the cash flow impact of cyclical downturns
and its ABL facility provides increased availability should metal
markets move appreciably higher.

Given the cyclicality in the industry and still slow recovery
progression, upward movement in the ratings is not likely over the
next twelve to eighteen months. However, should the company be
able to sustain debt-to-EBITDA of no more than 3.75x, expand its
EBIT margin to a sustainable 10%, and maintain liquidity of at
least $160 million, there could be positive pressure on the
rating.

MUSA Holdings' ratings could be lowered if the company's
profitability weakens below 5% EBIT margins, debt-to-EBITDA
increases above 4.25x, liquidity falls below $80 million, or the
company engages in large debt-financed acquisitions or equity
distributions.

The principal methodology used in rating MUSA Holdings 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.

Metals USA Holdings Corp. is headquartered in Fort Lauderdale,
Florida and is the parent company of Metals USA, Inc., a leading
U.S. distributor of carbon steel, stainless steel, aluminum, red
metals, and manufactured metal components. It conducts its
operations through two metal service center segments, Plates and
Shapes and Flat Rolled and Non-Ferrous, and a small Building
Products division primarily servicing the residential remodeling
market. The company completed an IPO in April 2010 but is still
approximately 64% owned by Apollo Management. In 2011 MUSA
Holdings generated approximately $1.9 billion in revenues.


MF GLOBAL: Barclays, Seaport Eye Bulk of Claims
-----------------------------------------------
Barclays PLC (BARC.L) and the Seaport Group have separately begun
working to group together thousands of MF Global customer claims
with an eye toward acquiring the claims in bulk, according to an
attorney, and to a term sheet obtained by Reuters, according to a
March 15 report by Nick Brown and Ann Saphir of Reuters.

Barclays and Seaport, which have been in talks with customer
groups to acquire claims at more than 90 cents on the dollar, are
looking at ways to bundle smaller claims to make bigger bulk
purchases, according to a term sheet from customer advocate group
the Commodity Customer Coalition.

The coalition, which negotiated the offers, sent the term sheet
to thousands of customer constituents this week, saying offers
from Seaport and Barclays were contingent on the size of the
claim.

Seaport has said it will only take on claims worth $100,000 or
more, according to the sheet.  Trace Schmeltz, an attorney for
the coalition, told Reuters that his firm, Barnes & Thornburg,
will work with Seaport to find ways to bundle.

Barclays called R.J. O'Brien, the futures broker with the most
former MF Global clients, to seek the firm's help in reaching
potential sellers, the report said.

More than 27,000 clients have filed claims with the trustee to
retrieve the balance in their accounts, and it is these claims
Barclays and others are after, the report related.

Reuters, citing the coalition's term sheet, reported that Seaport
has offered 91.25 cents on the dollar to acquire claims for
customers who traded on U.S. exchanges, and 66.25 cents for
claims belonging to customers who traded on foreign exchanges.

Barclays, Reuters said, has offered 91 cents and 66 cents,
respectively, for U.S. exchange and foreign exchange claims
belonging to institutions. It has offered 90 cents and 65 cents,
respectively, for U.S. exchange and foreign exchange claims
belonging to individuals.

Royal Bank of Scotland (RBS.L) has made an offer for
institutional accounts equal to Barclays', but the coalition is
not touting RBS' offer to customers because the bank refused to
take on individual accounts, according to the sheet, Reuters
said.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was 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 was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Trustee
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: $13-Mil. of Claims Change Hands in December-February
---------------------------------------------------------------
Five claims totaling $1,665,001 against MF Global Holdings Ltd.
and its debtor-affiliates changed hands in December 2011:

  Transferee             Transferor         Claim No. Claim Amt.
  ----------             ----------         --------- ----------
  Jefferies Leveraged    Traders Media, LLC    326      $713,391
  Credit Products

  Jefferies Leveraged    Traders Media, LLC     12       713,391
  Credit Products

  Longacre Opportunity   Infinia Group LLC      23        97,704
  Fund, LP

  Longacre Opportunity   Infinia Group LLC               115,001
  Fund, LP

  Longacre Opportunity   Pearl Meyer & Partners  8        25,514
  Fund, LP


Eight claims totaling $11,097,234 against MF Global Inc. changed
hands in January and February 2012:

  Transferee          Transferor            Claim No. Claim Amt.
  ----------          ----------            --------- ----------
  CRT Special         Mina Multi-Strategies
  Investments LLC     Fund LLC Series Z                  $64,594

  Longacre
  Opportunity Fund    Leviathan Fund I LLC  80001778   1,034,966

  CRT Special         Mina Multi-Strategies
  Investments LLC     Fund LLC Series Z                  54,204

  CRT Special
  Investments LLC     Sasco Partners LP               9,174,205

  CRT Special
  Investments LLC     John Karvelas                     403,458

  Contrarian Funds    MTRUST CO FBO SUNIL BANSAL              -

  Longacre
  Opportunity Fund    Stanley T. Zawadowicz  90000657     6,286

  Contrarian Funds    Texican Natural Gas Company       359,521

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was 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 was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Trustee
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: Hedge Funds Disclose Stock Ownership
-----------------------------------------------
Institutional firms and its affiliates disclosed to the U.S.
Securities and Exchange Commission their ownership of shares of
MF Global Holdings Ltd.'s common stock in separate Schedule 13G
filings, as amended, on February 14, and 15, 2012.

The number of common stock outstanding of MFGH as of June 30,
2011, was 164,892,596.

The firms and their ownership stakes in the Company are:

                           Aggregate No. of
                           Shares Beneficially        %
Firm                       Owned                    Stake
----                       ------------------       -----
TIAA CREF Investment               0                0.00%
Management, LLC

Teachers Advisors, Inc.            0                0.00%

Bank of America Corporation     8,932,022            5.4%

Appaloosa Investment Limited       0                0.00%
Partnership I

Palomina Fund Ltd.              1,605,528           0.98%

Thoroughbred Fund L.P.             0                0.00%

Thoroughbred Master Ltd.          401,232           0.24%

Appaloosa Management L.P.       2,006,760           1.22%

Appaloosa Partners Inc.         2,006,760           1.22%

David A. Tepper                 2,006,760           1.22%

Piper Jaffray Companies             0               0.00%

Dimensional Fund Advisors LP        0               0.00%

TIAA-CREF Investment Management, LLC is the investment adviser to
the College Retirement Equities Fund, a registered investment
company, no longer holds shares of MFGH's common stock.  Teachers
Advisors, Inc. is the investment adviser to three registered
investment companies, TIAA-CREF Funds, TIAA-CREF Life Funds, and
TIAA Separate Account VA-1, as well as the TIAA-CREF Asset
Management Commingled Funds Trust I, no longer holds shares of
the Company's common stock owned by the Funds, Life Funds and VA-
1 and TCAM Funds.

Bank of America has shared power to vote or dispose of 8,930,022
shares of MFGH common stock.

A joint statement is being filed by and on behalf of Appaloosa
Investment Limited Partnership I; Palomino Fund Ltd.;
Thoroughbred Fund L.P.; Thoroughbred Master Ltd.; Appaloosa
Management L.P.; Appaloosa Partners Inc.; and David A. Tepper.
Mr. Tepper is the sole stockholder and the President of API.  API
is the general partner of, and Mr. Tepper owns a majority of the
limited partnership interest in, AMLP.  AMLP is the general
partner of AILP and TFLP, and acts as investment advisor to
Palomino and TML.

Palomina Fund has shared power to vote or dispose of 1,605,528
shares of MFGH common stock.  Thoroughbred Master Ltd. has shared
power to vote or dispose of 401,232 shares of MFGH common stock.
Appaloosa Management L.P. has shared power to vote or dispose of
2,006,760 shares of MFGH common stock.  Appaloosa Partners has
shared power to vote or dispose of 2,006,760 shares of MFGH
common stock.  Mr. Tepper has shared power to vote or dispose of
2,006,760 shares of MFGH common stock.

Dimensional Fund Advisors LP, an investment adviser registered
under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves
as investment manager to certain other commingled group trusts
and separate accounts.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was 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 was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Trustee
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)


MIRANT CORP: 5th Circ. Revives Suit to Recover Loan Payments
------------------------------------------------------------
Steven Melendez at Bankruptcy Law360 reports that the Fifth
Circuit revived a suit Tuesday tied to Mirant Corp.'s bankruptcy
seeking to recover funds the energy company paid to Commerzbank
AG, saying a Texas federal court erroneously dismissed the suit
under Georgia law when New York law actually applied.

A three-judge panel said that while both states had ties to the
suit seeking to recover allegedly fraudulent transfers made to the
German bank and other lenders under a loan guarantee relating to a
financing deal for a Mirant subsidiary's purchase of generating
equipment, Law360 relates.

                         About Mirant

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

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

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

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

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


MMRGLOBAL INC: Amends License Agreement with Celgene
----------------------------------------------------
MMRGlobal, Inc., on March 20, 2012, entered into a Second
Amendment to the Non-Exclusive License Agreement with Celgene
Corporation that was originally signed on Dec. 21, 2010, and filed
with the Securities and Exchange Commission on the Company's
Annual Report on Form 10-K on March 31, 2011.  The Agreement is
for the limited purpose of expediting U.S. Food and Drug
Administration approval of, and the bringing to market of, the
Celgene product Revlimid (lenalidomide) for the first line
treatment of follicular lymphoma.

Pursuant to the Amendment, the Company agreed to allow the use of
its data set in conjunction with other data provided by third
parties under license agreements with Celgene to further expedite
the development of Revlimid (lenalidomide).  In exchange, the date
of the third milestone payment was changed from "no later than
June 30, 2012" to "no later than March 30, 2012".

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

The Company reported a net loss of $17.9 million on $972,988 of
revenues for 2010, compared with a net loss of $10.3 million on
$619,249 of revenues for 2009.

The Company also reported a net loss of $6.24 million on
$1.08 million of total revenues for the nine months ended
Sept. 30, 2011, compared with a net loss of $16.01 million on
$556,648 of total revenues for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2011, showed $2.13
million in total assets, $6.66 million in total liabilities and a
$4.53 million total stockholders' deficit.

As reported by the TCR on April 7, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about MMRGlobal's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the year ended Dec.
31, 2010, and 2009.


MORTGAGES LTD: Investors Win Cert. in Suit Vs. Greenberg, Quarles
-----------------------------------------------------------------
Jeff Overley at Bankruptcy Law360 reports that investors won class
certification Tuesday in a case accusing Greenberg Traurig LLP and
Quarles & Brady LLP of constructing "a facade of legitimacy"
around an alleged Ponzi scheme that led to $900 million in losses
and bankrupted two companies when the real estate bubble popped.

Law360 relates that U.S. District Judge Frederick J. Martone
signed off on the certification for two classes of plaintiffs who
bought into Mortgages Ltd., which was represented by Greenberg
Traurig, and securities dealer Radical Bunny LLC.

                        About Mortgages Ltd.

Mortgages Ltd. was the subject of an involuntary Chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.  Central
& Monroe LLC and Osborn III Partners LLC, divisions of Grace
Communities, sought the appointment of an interim trustee for
Mortgages Ltd. in the Chapter 7 proceeding.

Mortgages Ltd. faced lawsuits filed by Grace Communities and
Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.

The Debtor's case was converted to a chapter 11 proceeding (Bankr.
D. Ariz. Case No. 08-07465) on June 24, 2008.  Judge Sarah
Sharer Curley presided over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.

Mortgages Ltd. was reorganized pursuant to a plan that was
confirmed by the Bankruptcy Court on March 20, 2009.  As part of
the Plan, ML Manager LLC was created to manage and operate the
loans in the portfolio.  The original investors for the most part
transferred their interests to 49 separate Loan LLC's.  A number
of investors, referred to as "pass through investors" did not
transfer their interests.  As part of the Plan, ML Manager took
out $20 million in exit financing to help keep the company afloat
during the reorganization.


NAPA HOME: Inks $15.1MM Coverage Settlement With Nationwide Units
-----------------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that two Nationwide
Mutual Insurance Co. units and the bankruptcy trustee for Napa
Home & Garden, Inc., a home goods wholesaler facing numerous
injury claims over its decorative fire pots have inked a
$15.1 million coverage settlement, according to a Tuesday court
filing in Georgia.

Napa Home & Garden, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ga. Case No. 11-69828) on July 5, 2011.  The Debtor estimated
assets and debts of $1 million to $10 million.  Leslie Pineyro,
Esq., at Jones & Walden, LLC, in Atlanta serves as counsel to the
Debtor.

The bankruptcy judge appointed a Chapter 11 trustee at the request
of the U.S. Trustee. The Justice Department's bankruptcy watchdog
said a trustee was needed to insure there was "truly a need" for a
quick sale and the transaction was negotiated at arm's length.


NAVISTAR INTERNATIONAL: Deletes "Forum Selection" in Bylaws
-----------------------------------------------------------
The Board of Directors of Navistar International Corporation
approved an amendment to, and restatement of, the Corporation's
amended and restated bylaws, effective as of March 22, 2012, to
remove Article XV of the bylaws regarding forum selection.  The
deleted forum selection bylaw previously provided that:

   "Unless the Corporation consents in writing to the selection of
    an alternative forum, the Court of Chancery of the State of
    Delaware shall be the sole and exclusive forum for (i) any
    derivative action or proceeding brought on behalf of the
    Corporation, (ii) any action asserting a claim of breach of a
    fiduciary duty owed by any director, officer or other employee
    of the Corporation to the Corporation or the Corporation's
    stockholders, (iii) any action asserting a claim arising
    pursuant to any provision of the Delaware General Corporation
    Law, or (iv) any action asserting a claim governed by the
    internal affairs doctrine.  Any person or entity purchasing or
    otherwise acquiring any interest in shares of capital stock of
    the Corporation shall be deemed to have notice of and
    consented to the provisions of this Article XV."

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

                        http://is.gd/eiVYQg

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Jan. 31, 2012, showed
$11.50 billion in total assets, $11.69 billion in total
liabilities, and a $195 million total stockholders' deficit.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NAVISTAR INTERNATIONAL: J. Altman Ceases to Hold 5% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Jeffrey A. Altman and his affiliates
disclosed that, as of March 20, 2012, they beneficially own
3,022,130 shares of common stock of Navistar International
Corporation representing 4.4% of the shares outstanding.  As
previously reported by the TCR on Feb. 14, 2012, Mr. Altman
reported beneficial ownership of 4,864,434 common shares or 7%
equity stake.  A copy of the amended filing is available for free
at http://is.gd/RrsSjw

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at Jan. 31, 2012, showed
$11.50 billion in total assets, $11.69 billion in total
liabilities, and a $195 million total stockholders' deficit.

                           *     *     *

Navistar has a 'BB-/Stable/--' corporate credit rating from
Standard & Poor's and a 'B1' Corporate Family Rating and
Probability of Default Rating from Moody's Investors Service.

Moody's said in October 2010 that Navistar's B1 rating could
improve if the North American truck market remains on track for a
sustained recovery into 2011, and Navistar's operational
initiatives to moderate its vulnerability to the truck cycle show
evidence of taking hold.


NEBRASKA BOOK: Defends Chapter 11 Plan Pact With Bondholders
------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Nebraska Book Co.
defended a pact with senior noteholders underpinning its new
reorganization plan Wednesday, saying the deal is a key step to
ending the college bookstore chain?s unexpectedly long stint in
Chapter 11.

In a reply filed in Delaware bankruptcy court, the company asked
the court to overrule disgruntled junior creditors that objected
to the so-called plan support agreement, which has now been signed
by parties holding 60 percent of Nebraska Book?s senior notes,
according to Law360.

                        About Nebraska Book

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

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

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

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

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


NEBRASKA EDUCATIONAL: Fitch Keeps B Rating on $18MM Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings affirms approximately $18 million of education
facility revenue bonds issued by the Nebraska Educational Finance
Authority on behalf of Midland Lutheran College, now known as
Midland University (MU or the university), at 'B'.

The Rating Outlook is revised to Negative from Stable.

The bonds are a general obligation of the college, additionally
secured by a cash-funded debt service reserve.

NEGATIVE LIQUIDITY TREND: The Negative Outlook reflects further
deterioration of Midland's financial cushion as a result of the
continuing trend of deeply negative operating performance.

EMERGING RECOVERY PLAN: Management's strategy for addressing the
negative operating margin and rebuilding balance sheet resources
over a period of three years relies heavily upon enrollment
growth.  MU aims to strategize academic offerings to increase
market demand and improve liquidity through both operational
efficiencies and developing new sources of unrestricted gifts and
contributions.

EXTREMELY LIMITED FLEXIBILITY: Midland's 'B' rating additionally
reflects significant concentration in student generated revenues,
the price sensitive nature of its enrollment base which has
necessitated heavy annual discounting of tuition, and a high debt
burden.

FURTHER RESOURCE DETERIORATION: Given Midland's depleted balance
sheet, its inability to sustain growth in enrollment related
revenues would limit margin improvement and pressure the rating.

WEAK OPERATIONS CONTINUE

MU's operating margin remained deeply negative in fiscal 2011
(23.8%).  For fiscal 2011, the first year of recovery for MU, an
increase in headcount drove a 13.2% increase in tuition and other
mandatory fees, while increased overall expenses (14.1%)
associated with student services and tuition discounting served to
offset the revenue benefits of a larger student population.
Midland's draft second-quarter results for fiscal 2012 indicate
modest improvement over fiscal 2011, though performance remains
negative.  The university projects that its operating margin,
driven by continued restructuring of revenues and expenses, will
return to break-even by fiscal 2014.  In Fitch's view, this
projection appears to be aggressive considering that MU is still
struggling with rather sizeable annual operating deficits and two
fiscal cycles may be insufficient to recover to break-even
operations.

Midland's liquidity position remains extremely weak. Available
funds, defined as cash and investments not permanently restricted,
totaled negative $1.4 million at May 31, 2011, down from negative
$693,000 at May 31, 2010. MU borrowed $2.5 million from its
permanently restricted endowment pool ($11.8 million as of May
2011) with payback initiating in fiscal 2014 from all available
sources of revenue.  Management continues to work to re-classify
restricted endowment funds and generate new cash infusions to re-
build MU's unrestricted liquidity.  A portion of the reduction in
available funds was expected as the university drew upon reserves
to manage operating losses.  Additionally, the absence of material
unencumbered resources led MU to work with donors to release
certain restrictions on endowment funds, a sign of severe
financial stress.  MU remains extremely vulnerable to future
unexpected operating events as it has no cushion to withstand
revenue and or expenditure shocks.  In Fitch's view, this
underscores Midland's need to sustain recent upward trends in
students and related revenues.

Fall 2011 enrollments declined slightly; however, MU experienced
one of the largest freshman classes in five years.  Expecting an
incoming class of 265 students, MU enrolled 365 students, 100 of
which were transfers.  Midland aims to enroll 1,300 students in
total by fall of 2014.  Toward this end, management is focused on
academic program reviews which are intended to culminate in degree
and course offerings that optimize resources and meet market
demand.  Fitch notes that enrollment coupled with associated
revenue growth is critical given MU's almost 80% reliance on
student-generated funding sources.  MU's investments in
overhauling the recruitment office, marketing and resource
placement in the Omaha Metro market, and making athletic coaches
responsible for maintaining team roster sizes are aimed at growing
the student population and improving the bottom line.  Expenses
(approximately $170,000) incurred to successfully transfer former
Dana students resulted in an overall 71% retention rate as 84 of
the 320 students graduated and 144 currently remain at MU.  The
new athletic programs MU invested in for the Dana student athletes
including bowling, lacrosse and wrestling, remain and generate
added interest for prospective new students

HIGH DEBT BURDEN COUPLED WITH WEAK BALANCE SHEET RESOURCES

MU's long-term debt of approximately $22.3 million includes
approximately $18 million of fixed-rate bonds and $4.2 million of
notes and capital leases.  Given historically anemic revenue
growth and sizeable annual operating deficits, MU's debt burden
remains high and coverage extremely weak.  In fiscal 2011, annual
debt service of $2.1 million comprised nearly 14% of unrestricted
operating revenue, and coverage from net available funds was
negative 0.5x.

Midland Lutheran College, which was rebranded Midland University
in 2010, is a private, co-educational liberal arts college located
in Fremont, Nebraska, approximately 35 miles northwest of Omaha.
The college primarily serves undergraduate students, but added
masters programs in education and professional accounting in fall
2009.  Midland is affiliated with the Evangelical Lutheran Church
in America.


NEUROLOGIX INC: BDO USA Resigns as Accountant
---------------------------------------------
BDO USA, LLP, resigned as Neurologix, Inc.'s accountant as of
March 2, 2012.

The Accountant's report on the financial statements for either of
the past two years did not contain an adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles.

The decision to change accountants was neither recommended nor
approved by an audit committee or the board of directors.

During the Company's two most recent fiscal years and a subsequent
interim period preceding the Accountant's resignation, there were
no disagreements with the Accountant on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure.

During the Company's two most recent fiscal years and any
subsequent interim period preceding the Accountant's resignation:

   (A) The Accountant did not advise the Company that the internal
       controls necessary for the Company to develop reliable
       financial statements do not exist;

   (B) The Accountant did not advise the Company that information
       has come to the Accountant's attention that has led it to
       no longer be able to rely on management's representations
       or that made it unwilling to be associated with the
       financial statements prepared by management;

   (C) The Accountant did not advise the Company of the need to
       expand significantly the scope of its audit or that
       information has come to the Accountant's attention that, if
       further investigated, may (x) materially impact the
       fairness or reliability of either a previously issued audit
       report or the underlying financial statements, or the
       financial statements issued or to be issued covering the
       fiscal period subsequent to the date of the most recent
       financial statements covered by an audit report or (y)
       cause it to be unwilling to rely on management's
       representations or be associated with the registrant's
       financial statements; and

   (D) The Accountant did not advise the Company that information
       has come to the Accountant's attention that it concluded
       materially impacts the fairness or reliability of either
       (i) a previously issued audit report or the underlying
       financial statements, or (ii) the financial statements
       issued or to be issued covering the fiscal period
       subsequent to the date of the most recent financial
       statements covered by an audit report.

                      About Neurologix, Inc.

Fort Lee, N.J.-based Neurologix, Inc. (OTC Bulletin Board: NRGX)
-- http://www.neurologix.net/-- is a clinical-stage biotechnology
company dedicated to the discovery, development, and
commercialization of gene transfer therapies for serious disorders
of the brain and the central nervous system.  The Company's
current programs address such conditions as Parkinson's disease,
epilepsy, depression and Huntington's disease, all of which are
large markets not adequately served by current therapeutic
options.

The Company reported a net loss of $10.16 million on $0 of revenue
for the year ended Dec. 31, 2010, compared with a net loss of
$13.46 million on $0 of revenue during the prior year.

The Company's balance sheet at June 30, 2011, showed $4.96 million
in total assets, $13.62 million in total liabilities, and a
$8.66 million total stockholders' deficit.

BDO USA, LLP, in New York, raised substantial doubt about the
Company's ability to continue as a going concern.  BDO noted that
the Company has suffered recurring losses from operations, expects
to incur future losses for the foreseeable future and has
deficiencies in working capital and capital.

Neurologix Inc. filed for Chapter 7 protection (Bankr. D. Del.
Case No. 12-10936).  The development stage company is represented
by William D. Sullivan of Sullivan Hazeltine Allinson.


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

Moody's current ratings on Newell Rubbermaid, Inc. are:

Senior Unsecured (domestic currency) ratings of Baa3

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

Subordinate (domestic currency) ratings of Ba1

Commercial Paper (domestic currency) ratings of P-3

Ratings Rationale

Newell's Baa3 rating reflects the company's good scale with
revenue just under $6 billion, broad portfolio of products that
target different price points, well-known brands, modestbutgrowing
international presence and good operating efficiency and earnings.
The rating also reflects modest, yet improving, credit metrics
over the last two years with EBITA margins over 13% and
debt/Ebitda around 3.5 times. Despite higher raw material and gas
prices, Moody's believes that credit metrics will improve in 2011
with debt/EBITDA approaching 3 times and retained cash flow to net
debt staying above 20%. The ratings are constrained by the risks
associated with the continuing macro economic uncertainty and high
input and transportation costs and the impact this may have on
demand and profitability. Newell's participation in relatively
narrow product categories is also a risk.

Newell's stable rating outlook reflects Moody's expectation that
the company's revenue will be stable or improve slightly. The
stable outlook also incorporates Moody's expectation that credit
metrics will get better as the company's earnings modestly grow
and it pays down debt. However improvements are unlikely to be
sufficient to warrant a higher rating over the near term.

The ratings could be upgraded if revenue grows and the company
repays debt resulting in better than expected credit metrics. For
example, debt/Ebitda (currently over 3.5 times) would need to be
below 3 times and free cash flow,/debt (presently under 10%)
should be in the low to mid teens. A clear path toward improved
earnings despite the lingering macroeconomic uncertainty is also
necessary for an upgrade to be considered.

The ratings could be downgraded if macroeconomic concerns
intensify and severely constrain consumer demand and damage
Newell's earnings. This could delay the company's plans to repay
debt and its credit metrics would suffer. Key credit metrics
driving a potential downgrade would be debt/Ebitda sustained above
4.5 times, low single digit free cash flow/debt or single digit
operating margins (Ebita/revenue).

The principal methodology used in rating Newell Rubbermaid, Inc.
was the Global Consumer Durables Industry Methodology published in
October 2010.


NORTHCORE TECHNOLOGIES: Incurs C$660,000 Loss in Fourth Quarter
---------------------------------------------------------------
Northcore Technologies Inc. reported a loss and comprehensive loss
of C$660,000 on C$212,000 of revenue for the three months ended
Dec. 31, 2011, compared with a loss and comprehensive loss of
C$677,000 on C$176,000 of revenue for the same period a year ago.

The Company reported a loss and comprehensive loss of C$3.93
million on C$785,000 of revenue for the year ended Dec. 31, 2011,
compared with a loss and comprehensive loss of C$3.03 million on
C$582,000 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed C$2.91
million in total assets, C$415,000 in total liabilities and C$2.49
million in total shareholders' equity.

"In 2011, we implemented significant changes that yielded
important incremental progress in all core attributes of the
company," said Amit Monga, CEO of Northcore Technologies.  "The
areas of focus have been definition and internalization of a new
strategic vision, delivery of continuous sequential improvements
to the company balance sheet and securing adequate funding to
execute the evolving plan.  Based on the results, we now enter
2012 with a considered optimism and the belief that Northcore is
well positioned for the future."

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

                        http://is.gd/L94JdB

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.


OILSANDS QUEST: Inks PSA for Sale of Eagles Nest Prospect
---------------------------------------------------------
On March 12, 2012, Township Petroleum Corporation, an Alberta
corporation and wholly owned subsidiary of Oilsands Quest Inc.,
entered into an asset purchase and sale agreement with Cavalier
Energy Inc., an Alberta Corporation, as purchaser, for the sale of
Alberta Lease No. 7405080355, the assets described as the "Eagles
Nest Prospect" or "Eagles Nest".  The Company had reopened the
sales process for Eagles Nest after FAMA Capital Ltd. defaulted on
an earlier Purchase and Sale Agreement.  The PSA was finalized in
a short limited bidding process directed by the Alberta Court of
Queen's Court under the Companies' Creditors Arrangement Act
(Canada).  The Court approved the PSA on March 15, 2012, upon
which the PSA became an enforceable obligation of the Company.

The PSA provides for the sale of Eagles Nest for a purchase price
of C$7,005,000, including a C$700,500 deposit paid on March 12,
2012, not including GST or land transfer taxes.  Such taxes are
payable by the Purchaser in addition to the Purchase Price.  The
PSA is expected to close on or before March 23, 2012.

The PSA provides for access, subject to contractual restrictions
relating to disclosure, all technical data relating to the Asset
that are reasonably required in connection with the PSA.  The PSA
is subject to ordinary closing conditions and the obtaining of all
necessary governmental or regulatory approvals for the sale of the
Asset.

A copy of the PSA is available for free at http://is.gd/A3E1Oj

About Oilsands Quest

Oilsands Quest Inc. is exploring and developing oil sands permits
and licenses, located in Saskatchewan and Alberta, and developing
Saskatchewan's first commercial oil sands discovery.


OMNICOMM SYSTEMS: Incurs $3.5 Million Net Loss in 2011
------------------------------------------------------
OmniComm Systems, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $3.52 million on $13.59 million of revenue for the
year ended Dec. 31, 2011, compared with a net loss of
$3.13 million on $12.42 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $3.77 million
in total assets, $24.97 million in total liabilities and a
$21.19 million total shareholders' deficit.

Webb & Company, P.A., in Boynton Beach, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a net loss attributable to common shareholders of $3,728,830,
a negative cash flow from operations of $310,964, a working
capital deficiency of $6,676,476 and a stockholders' deficiency of
$21,198,559.

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

                        http://is.gd/QHhmdJ

                       About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB)
-- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.  OmniComm Systems, Inc has U.S. headquarters in Fort
Lauderdale, Fla. and European headquarters in Bonn, Germany, with
satellite offices in New Jersey and the United Kingdom, as well as
sales offices throughout the U.S. and Europe.


ORLEANS HOMEBUILDERS: S&P Keeps B- Corp Credit Rating, Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Orleans
Homebuilders Inc. to negative from stable. "We affirmed our 'B-'
corporate credit rating and 'B-' issue-level rating on the
company's $130 million secured term loan. We also maintain a '3'
recovery rating on the company's secured term loan, indicating
our expectation for a meaningful (50%-70%) recovery in the event
of a payment default," S&P said.

"We revised our outlook on Orleans to negative to reflect erosion
of the cushion under the tangible-net-worth covenant required by
the company's credit agreement," said credit analyst Matthew
Lynam. "The company reported $10.5 million of headroom above the
current $100 million required tangible net worth amount at its
second fiscal quarter ended Dec. 31, 2011. This amount is down
significantly from the $19.2 million at the end of its June 30,
2011, fiscal year."

"The negative outlook reflects our belief that Orleans' already
slim covenant headroom will continue to narrow over the coming
quarters as net losses erode tangible net worth. We would lower
our ratings by one or more notches if we believe a covenant breach
was imminent or liquidity materially weakened. We presently
believe positive ratings momentum is unlikely in the near term
until both profits and liquidity improve," S&P said.


OSAGE EXPLORATION: Reports $2.5 Million Net Income in 2011
----------------------------------------------------------
Osage Exploration & Development, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing net income of $2.53 million on $3.51 million of total
operating revenues in 2011, compared with a net loss of
$1.62 million on $1.83 million of total operating revenues in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.47 million
in total assets, $1.32 million in total liabilities, and a $4.15
million in total stockholders' equity.

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company?s ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.

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

                         http://is.gd/P669Kl

                       About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.


OVERLAND STORAGE: Has 3.2MM Shares Underwriting Pact with Needham
-----------------------------------------------------------------
Overland Storage, Inc., on March 23, 2012, entered into an
underwriting agreement with Needham & Company, LLC, pursuant to
which the Company agreed to sell 3,200,000 shares of the Company's
common stock, no par value per share, for $2.00 per share, less a
6.5% underwriting commission.  Under the terms of the Underwriting
Agreement, the Company granted the Underwriter an option to
purchase up to an additional 480,000 shares of Common Stock at the
public offering price, less a 6.5% underwriting commission, within
30 days from the date of the Underwriting Agreement to cover over-
allotments, if any.

The offering is being made pursuant to the Company's effective
registration statement on Form S-3, as amended, and the prospectus
supplement dated March 23, 2012.

The Company expects the closing of the sale of the Underwritten
Shares to occur on March 28, 2012.

A copy of the Underwriting Agreement is available for free at:

                        http://is.gd/z1ROdB

                       About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company reported a net loss of $14.50 million on $70.19
million of net revenue for the fiscal year ended June 30, 2011,
compared with a net loss of $12.96 million on $77.66 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PAM GLEICHAM: Judge to Dismiss Chapter 11 Bankruptcy Case
---------------------------------------------------------
BizTimes.com reports that U.S. Bankruptcy Judge Jack Schmetterer
said he plans to dismiss the Chapter 11 case involving the 4.9-
acre tract just north of the McCormick Place West Building,
opening the door for the property's lender, CenterPoint Properties
Trust, to move forward with a foreclosure suit.

Pam Gleichman owns a key property next to McCormick Place.  Mr.
Gleichman filed for Chapter 11 bankruptcy in Chicago to avert a
foreclosure action of two development sites near McCormick Place:
former American Book Co. building at 330 E. Cermak Road and
another property just to the west at 230 E. Cermak Road.


PAM REAL THAI: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Lisa Fickenscher at Crain's New York Business reports that Pam
Real Thai Food has filed for Chapter 11 bankruptcy protection.

"There is too much competition among the Thai restaurants," the
report quotes Aaron Gavios, executive vice president of Square
Foot Realty, as saying.  "I think they've reached their peak."

According to the report, Jonathan Pasternak, Esq., the attorney
representing the business, said the owner Ronnasit Panyasiri is
disputing a sales tax audit.

Pam Real Thai Food operates two Thai restaurants.


PCS EDVENTURES!.COM: Posts $433,100 Net Loss in Dec. 31 Quarter
---------------------------------------------------------------
PCS Edventures!.com, Inc., has filed an amended quarterly report
on Form 10-Q for the three months ended Dec. 31, 2011.  The
purpose of the amendment was to further discuss the effectiveness
of the Company's disclosure controls and procedures as evaluated
and concluded on by its principal executive and principle
financial officers.

The Company reported a net loss of $433,182 on $368,743 of
revenues for the three months ended Dec. 31, 2011, compared with a
net loss of $139,056 on $476,060 of revenues for the three months
ended Dec. 31, 2010.

The Company reported a net loss of $1.3 million on $1.7 million of
revenues for the nine months ended Dec. 31, 2011, compared with a
net loss of $1.3 million on $1.4 million of revenues for the nine
months ended Dec, 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.4 million
in total assets, $1.7 million in total liabilities, and a
stockholders' deficit of $302,432.

As reported in the TCR on July 5, 2011, M&K CPAS, PLLC, in
Houston, expressed substantial doubt about PCS Edventures!.com's
ability to continue as a going concern, following the Company's
results for the fiscal year ended March 31, 2011.  The independent
auditors noted that the Company has suffered reoccurring losses
and negative cash flow from operations.

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

                       http://is.gd/lwajfC

Boise, Idaho-based PCS Edventures!.com, Inc., is engaged in the
business of developing, marketing, and distributing educational
products and services for the PreK-16 market which includes
professional development, proprietary hardware and software,
curriculum, and comprehensive learning labs bundled with related
technologies and programs.




PERFORMANT FINANCIAL: S&P Assigns 'B+' Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating and stable outlook to Livermore, Calif.-based
Performant Financial Corp.

"We also assigned a 'BB-' issue-level rating and '2' recovery
rating to subsidiary DCS Business Services Inc.'s $11 million
revolving credit facility, $57 million term loan A, and $79.5
million term loan B. The '2' recovery indicates our expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default," S&P said.

"The new credit agreement also allows the company to request a $30
million increase in its term loan B," said Standard & Poor's
credit analyst Catherine Cosentino. She added, "Given our
expectation that the company will eventually fully repay the
existing preferred stock and its ability to pursue acquisitions,
our corporate credit rating and recovery analysis assume the
company incurs the additional $30 million of senior secured debt
at a later date."

"The ratings on Performant reflect what we consider the company's
'vulnerable' business risk profile and 'significant' financial
risk profile. Our business risk assessment recognizes the long-
standing relationships that the company has with its student loan
clients and the relative predictability of its revenue stream over
the short term, based on the deferred payment model on
rehabilitated loans. However, these attributes are overshadowed by
what we believe is a substantial ongoing business risk: Performant
has significant customer concentration, with its top five
customers comprising about 74% of its total revenues," S&P said.

"The stable outlook incorporates our expectations that the
company's initial pro forma leverage of about 3.0x will modestly
improve over the next few years as revenue growth and moderate
improvement in profitability contribute to increasing EBITDA. We
also expect the company to continue to generate FOCF, which will
provide increased cash balances and the potential for debt
repayment," S&P said.

"The company's private-equity ownership and our assessment of its
aggressive longer term financial policy limit a possible upgrade.
Conversely, if the loss of a customer or a significant, unforeseen
degradation in the company's loan collection performance hurt
EBITDA margins, a downgrade could occur, since it could result in
an inability to generate positive FOCF, and could also be
problematic to the company's ability to meet its financial
maintenance covenants," S&P said.


PINNACLE AIRLINES: Two Executives Get Salary Pay Increase
---------------------------------------------------------
Wayne Risher at the Commercial Appeal reports that Pinnacle
Airlines Corp. has approved raises for its CEO and his right-hand
man in the midst of a struggle to stave off bankruptcy.

According to the report, Pinnacle's board raised CEO Sean Menke's
base salary $250,000 a year, to $675,000, and gave chief operating
officer and executive vice president John Spanjers a $125,000
bump, to $400,000.

The report relates that the top two executives will shoulder
heavier workloads after the March 30 departure of chief financial
officer Ted Christie.  It said a comprehensive restructuring has
increased both men's duties beyond the scope of previous
employment contracts.

According to the report, the report says the company previously
asked its unions to take 5% pay cuts and said non-union employees
would also have their pay cut.  Mr. Menke, who helped guide
Frontier Airlines through bankruptcy, was hired last June to
succeed former president and CEO Phil Trenary.

The report adds the amended employment agreement says Mr. Menke's
base salary for bonus calculation purposes would remain at
$425,000 a year, and that he won't be entitled to long-term
incentive plan cash awards based on 2012 results.

The report notes Pinnacle spokesman Eric Epperson said the action
recognized it will take time to replace Mr. Christie.

                  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.


PINNACLE FOODS: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its existing ratings,
including its 'B' corporate credit rating, on U.S.-based Pinnacle
Foods Finance LLC. "In addition, we assigned a 'B+' issue-level
rating to the company's proposed new five-year $150 million
revolving credit facility and 6.5-year $400 million term loan E.
The recovery rating for both facilities is ' 2', indicating our
expectation for substantial recovery (70% to 90%) in the event of
a payment default. Our 'B+' issue level and '2' recovery ratings
remain unchanged on the remaining almost $1.2 billion outstanding
on term loan B, of which $600 million now has an extended maturity
of 2016. The outlook is stable," S&P said.

"The ratings on Pinnacle Foods Finance LLC reflect its 'highly
leveraged' financial risk profile and 'fair' business risk
profile, as defined in our criteria," said Standard & Poor's
credit analyst Bea Chiem. "Key credit factors considered in our
fair business risk assessment include our view of Pinnacle's
participation in the very competitive packaged foods industry and
limited geographic diversity, which is mostly in North America, as
well as its good market positions and diverse products."

"We understand that proceeds of the proposed new revolver and term
loan E, along with about $140 million in cash, will refinance the
company's $313 million term loan D due April 2014, redeem its $199
million 10.625% senior subordinated notes due 2017, and cover fees
and expenses. We will withdraw the ratings on the company's term
loan D and 10.625% senior subordinated notes following the close
of the transaction. We estimate that the company will have roughly
$2.6 billion in reported debt outstanding following the
transaction. Including our adjustment for operating leases and
pension and benefit obligations, we estimate adjusted debt
outstanding will be approximately $2.8 billion," S&P said.


POTOMAC SUPPLY: Counters Bank's Liquidation Bid With Discovery
--------------------------------------------------------------
Amanda Ault at Westmoreland News reports that U.S. Bankruptcy
Court Judge Joseph O. Tice Jr. was scheduled to rule on various
motions in the bankruptcy case of Potomac Supply at a hearing
March 23.

According to the report, William A. Broscious, Esq., lawyer for
Regions Bank, filed motions that would force Potomac to move into
Chapter 7 liquidation bankruptcy if the judge granted them.
Christopher Perkins, the lawyer representing the committee of
unsecured creditors, filed responses regarding Potomac's use of
cash collateral.  Jerry Hall, one of Potomac's lawyers, has filed
a motion to compel Regions Bank to provide Potomac with the bank's
reports of examination or inspection of Potomac's property.

According to the report, Regions Bank maintains the case should be
converted to liquidation because "the debtor is losing value and
cannot reorganize."

"[D]iminution in value and an absence of reasonable likelihood of
rehabilitation, is apparent in the Debtor's own reports," Mr.
Broscious said in court papers on Regions' behalf, according to
the report.  "[T]he Debtor's most recent Weekly Report shows that
the Debtor has sacrificed, using its own numbers between $600,000
and $2 million in value . . ."

Regions Bank also claimed Potomac "lacks the ability to
rehabilitate."  Mr. Broscious argued that Potomac cannot generate
the $3.1 million in "annual earnings before interest, taxes,
depreciation and amortization" the bank claims is necessary "to
treat Regions' secured claim in the manner required by Bankruptcy
Code . . ."

The report adds Regions' lawyers said Potomac has adjusted the
value of its inventory twice, "without warning," and the bank
feels this indicates the company is not capable of reorganization.
The report notes Regions Bank's lawyers used these same arguments
in a motion that was granted, to allow bank examiners onto the
premises of Potomac to view the company's inventory.

According to the report, the bank argued that if the court does
not convert the case, then it should at least lift the automatic
stay that prevents creditors from pursuing collection.

Potomac owes Regions Bank $17 million.

The report notes the official committee of unsecured creditors,
represented by Christopher Perkins, Esq., objects to Potomac's use
of cash collateral.  According to the report, Mr. Perkins points
out that while both Potomac and Regions Bank have provided the
committee with financial and operational information to assist the
committee in an evaluation of Potomac's use of cash collateral,
the committee doesn't have all the information it needs to form an
opinion about whether or not Potomac should be using cash
collateral.

In response to Region Bank's Motion to Convert, according to the
report, Potomac's lawyer, Mr. Hall, wants the judge to compel the
bank to provide information relating to the loan Regions made to
Potomac.

                    About Potomac Supply Corp.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr. presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serve as the Debtor's bankruptcy counsel.
The petition was signed by William T. Carden, Jr., chief executive
officer.


POUDRE TECH: S&P Lowers SPUR on Series 2010A & 2010B Bonds to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) to 'D' from 'A-' on Poudre Tech Metropolitan District,
Colo.'s series 2010A and 2010B bonds as a result of the district's
nonpayment of debt service on Dec. 1, 2011. The 2010A and 2010B
revenue bonds also carry a long-term rating of 'AA-' with a stable
outlook, which remains outstanding and reflects the rating of
Assured Guaranty Municipal Corp.

"According to Section 8.01(a) of the indenture, failure by the
district to pay principal and interest on the bonds constitutes an
event of default," said Standard & Poor's credit analyst Bryan
Moore.

"The district recently informed us that it miscalculated its debt
service mill levy, resulting in inadequate pledged revenues to
support debt service due Dec. 1, 2011. In addition, the district
had insufficient unpledged general fund reserves due to accounting
errors realized in the fiscal year ended Dec. 31, 2010. The
district also informed us that on Dec. 1, 2011 it did not deposit
with the trustee any pledged revenues to pay principal and
interest due on the bonds. According to Section 8.01(a) of the
indenture, failure by the district to pay principal and interest
on the bonds constitutes an event of default. The trustee made a
claim under the Oct. 25, 2010 municipal bond insurance policy
issued by Assured Guaranty Municipal Corporation (Assured). The
proceeds paid by the insurance policy totaled $631,000," S&P said.


RADLAX GATEWAY: Trade Groups File Amicus Brief With Supreme Court
-----------------------------------------------------------------
Digital Journal reports that the Commercial Finance Association
together with nine other trade associations in the financial
services industry has submitted an amicus brief to the United
States Supreme Court in the case styled, RadLAX Gateway Hotel,
LLC, et al. v. Amalgamated Bank, Case No. 11-166.

According to the report, the case involves the right of a secured
lender to "credit-bid" when its collateral is sold in the context
of a Chapter 11 plan of reorganization pursuant to the Bankruptcy
Code.  In RadLax, the Chapter 11 debtor sought to confirm, over
the objection of its secured lender, a Chapter 11 plan of
reorganization that contemplated an auction sale of the secured
lender's collateral but prohibited the secured lender from using
its debt, rather than cash, to bid at the auction.

The report relates the brief argued that a secured lender's right
to credit-bid is a fundamental right, protected by the Bankruptcy
Code and universally recognized under state law.  As secured
lenders have long relied on the right to credit-bid to protect
themselves against potential undervaluation of their collateral in
bankruptcy, allowing debtors to bar credit-bidding in the context
of a Chapter 11 plan would increase the risk of undervaluation,
and thus increase the cost and reduce the availability of secured
credit.

"The right of a lender to credit-bid is a basic tenet of secured
lending.  It is gratifying to see CFA participating in an
industry-wide effort to protect this right and advocating for its
membership before the United States Supreme Court," The report
quotes Jonathan Helfat, Esq., CFA Co-General Counsel and partner
at Otterbourg, Steindler, Houston and Rosen, PC, as saying.

           About River Road Hotel & RadLAX Gateway Hotel

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both were controlled
owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047) also on the same date,
estimating assets at $50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represented Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represented U.S. Bank.

The bankruptcy judge in Chicago on July 7, 2011, signed a
confirmation order for the Chapter 11 plan for River Road.  The
plan, which was proposed by River Road's lender, Amalgamated Bank,
will give ownership in exchange for $162 million in debt.  The
lender would waive its deficiency claim on taking title through
the plan.  The plan was declared effective Nov. 23, 2011.

RadLAX's case remains pending.


RICHLAND TOWERS: Fitch Affirms BB-(sf) Rating on $45-Mil. B Notes
-----------------------------------------------------------------
Fitch affirms Richland Towers, LLC secured multi-use communication
tower revenue notes, series 2011-1, as follows:

  -- $135.4 million class A notes at 'Asf'; Outlook Stable;
  -- $45 million class B notes at 'BB-sf'; Outlook Stable.

The transaction consists of notes backed by multiple assets and
ownership interests in multi-use (tall tower) communication tower
sites used to transmit broadcast signals for television, FM radio,
land mobile radio, wireless communication equipment, and other
related purposes.

The notes are guaranteed by the direct and indirect owners of the
asset entities and are secured by a pledge and first priority
perfected security interest in 100% of the equity interest of the
issuers and the asset entities.  The ownership interests in the
tall tower communication sites consist of fee simple, leasehold,
and management agreements in land, rooftop, or other structures on
which site space is allocated to communication lessees,
independent tower operators, and other users pursuant to leases or
licenses for placement of the tenants' tower communication
equipment and other purposes.

The affirmations are due to the stable performance of the
collateral since issuance.  As part of its review, Fitch analyzed
the financial information provided by the master servicer, Midland
Loan Services and the issuer.  As of March 2012, the reported net
cash flow has increased from underwritten levels as anticipated at
issuance and the class A notes have amortized 4.1% as scheduled.


SEALY CORP: Refutes H Partner's Claim on Board Independence
-----------------------------------------------------------
Gary E. Morin, a member of the board of directors of Sealy
Corporation and chairman of the board's Nominating and Governance
Committee, sent a letter to Usman Nabi and Arik Ruchim of H
Partners, responding to their letter dated March 11, 2012.

In his response, Mr. Morrin expressed disappointment at H
Partner's alleged unwillingness to work cooperatively with members
of Sealy's management team and its Board of Directors.

As previously reported by the TCR on March 15, 2012, H Partners
Management, H Partners Capital and Rehan Jaffer, recommended that:

   (i) they be allowed to appoint one representative to
       the Board;

  (ii) KKR Capstone's Board representation be proportionate with
       its ownership interest;

(iii) Dean Nelson resign from the Board;

  (iv) two additional qualified, independent directors be
       appointed;

   (v) a representative of the Reporting Persons be appointed to
       the CEO search committee;

  (vi) the Board's nominating and corporate governance committee
       be recomposed; and

(vii) the Board create a "Conflicts Committee".

Mr. Morin maintained that majority of the Company's board members
are independent.  With regard to the configuration of the
Company's Board, Mr. Morin said the Board has not changed since H
Partners invested in the Company in 2011, and its composition is
sound.

"We continue to be open to constructive suggestions from
shareholders that are in the long-term interest of the Company;
however, we do not believe that your combative and public
discourse is constructive as we seek the ideal candidate to lead
our business and work to improve the Company's performance for the
benefit of all our shareholders," Mr. Morin said.

A copy of the letter is available for free at:

                      http://is.gd/reuefI

                       About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $9.88 million for the 12 months
ended Nov. 27, 2011, and a net loss of $13.74 million during the
prior year.  The Company reported a net loss of $15.20 million
for the three months ended Nov. 27, 2011.

The Company's balance sheet as of Nov. 27, 2011, showed
$919.19 million in total assets, $999.75 million in total
liabilities, and a $80.56 million stockholders' deficit.

                          *     *      *

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SOLO CUP: S&P Puts 'B-' Corp. Credit Rating on Watch Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B-' corporate credit rating, on Highland Park, Ill.-based
Solo Cup Co. on CreditWatch with developing implications.

"The CreditWatch listing follows Solo's announcement that it has
signed a definitive agreement to be acquired by unrated Dart
Container Corp. in a transaction valued at around $1 billion,"
said Standard & Poor's credit analyst Danny Krauss. "The
developing implications of the CreditWatch listing indicate that
we could raise, lower, or affirm the ratings following further
review of the transaction. An upgrade is possible if the
transaction improves the company's business or financial profiles
and, therefore, credit quality. We could also affirm the ratings
if we view the combined company as having similar default
prospects to Solo as a stand-alone company, or if the transaction
does not close at all. We could lower the ratings in the unlikely
event that the transaction results in a weaker financial profile,
resulting in an increased risk of default."

"With annual revenues of about $1.6 billion, Solo is one of the
largest providers of disposable plastic, paper, and foam cups;
plates and cutlery; and containers to food service distributors,
quick-service restaurants, grocery stores, warehouse clubs, and
retailers in the U.S.," S&P said

"We will monitor developments relating to this transaction and
will resolve the CreditWatch listing following a review of the
proposed combination," Mr. Krauss continued. "We expect to resolve
the CreditWatch during the next few months after evaluating
management's business strategies, integration plans, new capital
structure, as well as gaining an additional understanding of the
company's financial policy objectives."


SPRINGLEAF FINANCE: Posts $224.7 Million Net Loss in 2011
---------------------------------------------------------
Springleaf Finance Corporation reported a net loss of
$224.7 million on total revenues of $2.011 billion for the year
ended Dec. 31, 2011, compared with net income of $1.463 billion on
total revenues of $209.9 million for the one month ended Dec. 31,
2010 (successor company) and a net loss of $4.5 million on total
revenues of $1.915 billion for the eleven months ended Nov. 30,
2010 (predecessor company).

Net income for the one month ended Dec. 31, 2010 (successor
company) included a bargain purchase gain of $1.469 million
resulting from the FCFI Transaction.

The Company's balance sheet at Dec. 31, 2011, showed
$15.382 billion in total assets, $13.973 billion in total
liabilities, and stockholders' equity of $1.409 billion.

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

                       http://is.gd/9QCcou

Evansville, Indiana-based Springleaf Finance Corporation was
incorporated in Indiana in 1927 as successor to a business started
in 1920.  All of the common stock of SLFC is owned by Springleaf
Finance, Inc. (SLFI), which was incorporated in Indiana in 1974.

Until Nov. 30, 2010, SLFI was a direct wholly-owned subsidiary of
AIG Capital Corporation (ACC), which is a direct wholly-owned
subsidiary of American International Group, Inc. (AIG), a Delaware
corporation.  On Aug. 10, 2010, AIG and FCFI Acquisition LLC
(FCFI), an affiliate of Fortress Investment Group LLC (Fortress),
announced a definitive agreement (Stock Purchase Agreement)
whereby FCFI would indirectly acquire an 80% economic interest in
SLFI from ACC (the FCFI Transaction).  Through an integrated
series of transactions pursuant to the terms of the Stock Purchase
Agreement and the related transfer agreement, AIG formed and
initially capitalized a new holding company, AGF Holding Inc. (AGF
Holding), as a subsidiary of ACC.  ACC contributed all of the
outstanding shares of SLFI to AGF Holding on Nov. 30, 2010,
immediately prior to the FCFI Transaction.  AIG then caused ACC to
sell to FCFI 80% of the outstanding shares of AGF Holding.  AIG,
through ACC, retained 20% of the outstanding shares of AGF Holding
and, indirectly, a 20% economic interest in SLFI.

SLFC is a financial services holding company with subsidiaries
engaged in the consumer finance and credit insurance businesses.
It conducts the credit insurance business to supplement its
consumer finance business through Merit Life Insurance Co. (Merit)
and Yosemite Insurance Company (Yosemite), which are both wholly-
owned subsidiaries of SLFC.

At Dec. 31, 2011, the Company had 1,118 branch offices in 40
states, Puerto Rico, and the U.S. Virgin Islands; foreign
operations in the United Kingdom; and approximately 5,800
employees.

*     *     *

As reported in the TCR on Feb. 8, 2012, Standard & Poor's Ratings
Services lowered its issuer credit rating on Springleaf Finance
Corp. and its issuer credit rating on the company's senior
unsecured debt to 'CCC' from 'B'.  Standard & Poor's also said it
lowered its issue credit ratings on Springfield's senior secured
debt to 'CCC+' from 'B+' and on the company's preferred debt to
'CC' from 'CCC-'.  The outlook on Springleaf's issuer credit
rating is negative.


SPRINT NEXTEL: Analyst Sees 50% Chance of Bankruptcy Filing
-----------------------------------------------------------
Dawinderpal Sahota, writing for telecoms.com, reports that Craig
Moffett, an analyst at Sanford C. Bernstein, said there is a 50%
chance that Sprint Nextel could be forced to file for protection
from creditors under Chapter 11 of the federal bankruptcy code.

"Sprint's stock price may be best thought of as the awkward
probability-weighted expected value of two distinctly different
outcomes," Ms. Moffett wrote in a research note.  "In the first,
the company successfully navigates its complicated Network Vision
upgrade, stabilizes Clearwire's financial position, and delivers a
compelling 4G product.  In the second, some combination of its
gargantuan take-or-pay contract with Apple, a hobbled 4G offering,
and a stupendous debt burden bring the company to its knees."

According to the report, Mr. Moffett said the 50% likelihood of
bankruptcy will come as a surprise to most equity investors, and
warned that when Apple launches its LTE-enabled iPhone -- which is
expected later this year -- it will "pose new and larger risks"
for Sprint.

"We believe an LTE iPhone will likely be badly disadvantaged on
Sprint's network, potentially impairing sales . . . at a time when
Sprint is subject to a punishing take-or-pay deal with Apple," the
report quotes Mr. Moffett as stating.

The report relates Mr. Moffett stressed that Sanford C. Bernstein
is not "predicting a Sprint bankruptcy", but merely "acknowledging
that it is a very legitimate risk", and a risk that is rising.

                       About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

                             *   *   *

In February 2012, Moody's Investors Service assigned a B3 rating
to Sprint Nextel's proposed offering of Senior Unsecured Notes and
a Ba3 rating to Sprint's proposed offering of Junior Guaranteed
Unsecured Notes. The proceeds will be used for general corporate
purposes, the repayment of existing debt, network expansion and
modernization, and the potential funding of Clearwire. All of
Sprint's ratings remain on review for possible downgrade,
including those assigned and the company's B1 corporate family
rating and B1 probability of default rating.

Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Sprint's proposed $1 billion of
senior guaranteed notes due 2020. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 billion revolving credit facility. The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery in
the event of payment default.

Fitch Ratings has assigned ratings to Sprint's $2 billion notes
offering.  This includes a 'BB/RR2' rating to the junior
guaranteed unsecured notes due 2020 and a 'B+/RR4' rating to the
unsecured senior notes due 2017.



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

Moody's current ratings on Steelcase Inc. are:

LT Corporate Family Ratings (domestic currency) ratings of Ba1

Probability of Default ratings of Ba1

Senior Unsecured (domestic currency) ratings of Ba1

Senior Unsecured Shelf (domestic currency) ratings of (P)Ba1

Speculative Grade Liquidity Rating ratings of SGL-2

LGD Senior Unsecured (domestic currency) ratings of 58 - LGD4

Ratings Rationale

The Ba1 Corporate Family Rating reflects Moody's expectation that
the office furniture market will modestly improve in 2012 and the
company's business mix and profitability will continue to benefit
from cost rationalization, product diversification efforts into
healthcare and education and geographic expansion. The company is
well positioned in its rating category. Credit metrics are
expected to remain at or improve from current levels. Moody's
expects Steelcase to maintain stronger credit metrics than is
otherwise expected for its rating category because of the
volatility in its earnings and cash flow. The company's strong
market share and scale with revenue of approximately $2.7 billion
benefits the ratings. Steelcase's presence in EMEA, where it has
more than 20% of its businesses, helps to diversify its geographic
presence, but is an increasing risk because of the uncertainty in
Europe's macro economy. The potential for a prolonged period of
weakness in the US macro economy also restricts the rating.

The stable outlook reflects Moody's view that Steelcase's ongoing
revenue diversification strategies and cost rationalization
efforts combined with stabilizing industry trends should enable it
to continue enhancing its operating performance, credit metrics
and liquidity position.

An upgrade is not likely in the near term because of the
significant uncertainty in the macro economy, especially in
Europe, and weak free cash flow over the last few years. However,
consistent generation of free cash flow combined with continued
improvement in credit metrics and some macro-economic stability
could spur an upgrade. Key credit metrics necessary for an upgrade
would be EBITA margins approaching high single digits, debt/Ebitda
approaching 2 times and free cash flow/adjusted debt in the high
double digits.

A downgrade is unlikely in the near to mid-term based on
Steelcase's improved operating performance and stability in the
office furniture market. A prolonged consumption of cash or a
significant deterioration in earnings could spark a downgrade as
could a material degradation in credit metrics. Key credit metrics
necessary for a downgrade are debt/Ebitda sustained above 4.5
times or Ebita/interest sustained below 2 times.

The principal methodology used in rating Steelcase Inc. was the
Global Consumer Durables Industry Methodology published in October
2010.


TENET HEALTHCARE: Glenview Capital Discloses 5.4% Equity Stake
--------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Glenview Capital Management, LLC, and Lawrence M.
Robbins disclosed that, as of March 13, 2012, they beneficially
own 22,405,900 shares of common stock of Tenet Healthcare
Corporation representing 5.46% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/IPkgW5

                       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.


TEREX CORP: Moody's Rates New $300MM Senior Unsecured Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Terex
Corporation's new $300 million senior unsecured notes and affirmed
the company's B2 CFR and PDR. The rating outlook was changed to
stable from negative. The company's Speculative Grade Liquidity
Rating was maintained at SGL-2, reflecting the expectation for
good liquidity over the next year.

Ratings Rationale

The rating outlook was changed to stable from negative reflecting
the expectation that Terex's operating performance will further
improve in 2012 and over the intermediate term as demand
strengthens. Additionally, Moody's now believes many of the
execution risks associated with the company's acquisition of Demag
Cranes AG ("Demag") were mitigated following the signing of a
Domination and Profit and Loss Transfer Agreement ("DPLA") by the
management boards of both companies and the shareholder approval
of the DPLA at Demag's annual meeting. If Terex was not able to
put in place a DPLA, it would not have been able to control
Demag's cash flows, among other things. Until the DPLA is
effectuated, Demag's cash balances can only be used to support
Demag operations. Although the DPLA is still subject to approval
by German court processes, Moody's now expects that the DPLA will
become effective in 2012. Terex's issuance of the new $300 million
senior unsecured notes will allow, among other things, the company
to pay off the outstanding borrowings under the Demag credit
facility (approximately $174 million at December 31, 2011) and
potentially purchase shares of certain outside Demag shareholders.
Once the DPLA is in place, Moody's expects DeMag's cash flow will
help Terex deleverage from current levels and strengthen its
credit overall metrics.

Since the funds from the debt issuance will be used in part to
retire the Demag debt, Terex's funded debt should likely only
increase by approximately $125 million rather than the full $300
million debt issuance. The B2 rating on the notes reflects their
pari passu ranking to Terex's other unsecured debt, their junior
position to Terex's revolving credit facility and term loans rated
Ba2, and their senior position to the company's subordinated debt
rated Caa1.

The affirmation of the B2 CFR and PDR and the now stable outlook
reflects the view that most of Terex's operating segments are
performing sufficiently well so as to offset the still weak
segments. In particular, the company's Aerial Work Platforms (AWP)
and its Material Handling & Port Solutions segments are driving
overall operating margin improvement. Strong demand from equipment
rental companies is expected to continue through 2012 as they
renew their fleets after a period of under investment which should
benefit AWP, in particular. Ongoing growth in oil and gas,
infrastructure, and transportation end-markets should continue to
support near-to-intermediate term demand for many of Terex's
products. Additionally, the company's acquisition of a controlling
interest in Demag should strengthen its position in the port
market and allow it to benefit from increased international trade
volumes. The B2 rating reflects Moody's expectation that the
company's credit metrics, while weak for the rating category, will
improve during 2012 to a level more consistent with the rating.
Additionally, the company's good liquidity profile provides Terex
with the financial flexibility to wait for macro-economic
improvement and realization of the company's operational
improvements and cost savings initiatives.

Assignments:

  Issuer: Terex Corporation

   $300 million Senior Unsecured due 2020, rated B2, Assigned
   LGD3- 47

Affirmations:

  Issuer: Terex Corporation

   CFR at B2,

   PDR at B2,

   $500 million Sr. Sec. Bank Credit Facility, affirmed at Ba2,
   LGD changed from LGD2-15, to LGD2-12,

   $460 million Sr. Sec. Term Loan due 2017, affirmed at Ba2; LGD
   changed from LGD2-15 to LGD2-12,

   $800 million 8% Sr. Sub Notes due 2017, affirmed at Caa1; LGD
   changed from LGD5-82 to LGD5-84,

   $300 million 10.875% Sr Notes due 2016, affirmed at B2; LGD
   changed from LGD3-48 to LGD3-47,

   $173 million 4% Conv. Sr. Sub. Notes due 2015, affirmed at
   Caa1; LGD changed from LGD5-82 to LGD5-84.

Rating Outlook: Changed from Negative to Stable

SGL affirmed at SGL-2

Assignments:

  Issuer: Terex Corporation

   $300 million New Sr. Unsec. 8 Year Notes due 2020, assigned B2,
   LGD3-47.

  Issuer: Terex International Financial Services Co.

   EUR200 million Sr. Sec. Bank Credit Facility due 2017, affirmed
   at Ba2; LGD changed from LGD2-15 to LGD2-12.

Rating Outlook: Changed from Negative to Stable

The stable outlook could be under pressure or the ratings could be
downgraded if the company's cash flow was meaningfully negative
with little expectation for near-term improvement or if its
covenant cushions were to tighten in the next year. Contracting
sales, a shrinking backlog, or weakening margins could also create
downwards rating pressure. EBITDA to interest under 2 times, or
lack of progress in meaningfully reducing its Debt to EBITDA
levels could also cause negative ratings pressure.

The ratings outlook could become positive or the ratings could
strengthen if there was improvement in the company's leverage to
under 4.5x or EBITDA/interest coverage metric improvement
sustained over 3x. Free cash flow to debt of over 5% could also
support positive ratings action.

The principal methodology used in rating Terex was the Global
Heavy Manufacturing Rating Industry Methodology published November
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.

Terex Corporation, headquartered in Westport, CT, is a diversified
global manufacturer supporting the construction, mining, utility
and other end markets. LTM revenues for through December 2011
totaled approximately $6.5 billion.


TEREX CORP: S&P Rates New $300MM Senior Unsecured Notes 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on Westport, Conn.-based Terex
Corp.

"The affirmation reflects our expectation that operating
performance will continue to improve in 2012 as the economy
recovers slowly," said Standard & Poor's credit analyst Dan
Picciotto.

The company is also benefiting from its recent acquisition of 82%
of the shares of Demag Cranes, a Germany-based supplier of
industrial cranes, port technology, and related services in August
of last year for about $1.1 billion.

Standard & Poor's also assigned a 'BB-' issue-level and '4'
recovery ratings to the company's proposed $300 million senior
unsecured notes. Terex will use proceeds from issuance for general
corporate purposes and in conjunction with the domination and
integration process of Demag Cranes AG.

"The ratings on Terex reflect the company's 'aggressive' financial
risk profile and 'fair' business risk profile as our criteria
define these terms. Terex manufactures a broad range of equipment
for the construction and infrastructure industries. The company
operates in the highly cyclical and competitive construction
equipment industry, and its profitability can be volatile.
However, it should maintain good positions in niche construction-
related markets," S&P said.

"The outlook is stable. We believe credit measures are likely to
approach our expectations for the rating within about one year,
and sizable cash balances provide some potential for debt
repayment," Mr. Picciotto said. Decent cash balances and a
manageable maturity profile also support the current ratings.


THORNBURG MORTGAGE: Ch. 11 Trustee Inks Deal With Pell, et al.
--------------------------------------------------------------
On Feb. 13, 2012, Joel I. Sher, Chapter 11 Trustee for the
bankruptcy estates of TMST, Inc., TMST Acquisition Subsidiary,
Inc., TMST Home Loans, Inc., and TMST Hedging Strategies, Inc.,
entered into a Settlement Agreement with Amy Pell, Deborah Burns,
Larry A. Goldstone, Clarence G. Simmons, III, SAF Financial, Inc.,
Karen Dempsey, Orrick, Herrington & Sutcliffe, LLP, Thornburg
Mortgage Advisory Corporation ("TMAC"), Garrett Thornburg, and W.
Clarkson McDow, Jr., United States Trustee for Region 4, relating
to the settlement of various claims and defenses in connection
with the lawsuits styled Joel I. Sher, Chapter 11 Trustee v. SAF
Financial, Inc., et al., Case No. 10-1895 and W. Clarkson McDow,
Jr., United States Trustee v. Orrick Herrington & Sutcliffe, LLP,
Case No. 10-2619 pending in the United States District Court for
the District of Maryland, the cases having been consolidated into
Case No. 10-1895.

Pursuant to the Settlement Agreement, the Defendant Parties have
agreed to pay the Company $6.5 million in cash no later than 10
business days from the date that a final nonappealable order is
entered by the Bankruptcy Court approving the terms of the
Settlement Agreement.  In addition, the Chapter 11 Trustee, for
himself, the Company, the Company Subsidiaries, and their
bankruptcy estates, has agreed to release the Defendant Parties
and certain directors, officers, employees, insurers, and others
from any and all claims and causes of action, including the claims
made by the Trustee in the Lawsuits.

As previously announced, it is not expected that there will be any
distribution to the Company's equity holders in connection with
the bankruptcy cases.  The bankruptcy cases, which are continuing
under Chapter 11, are "liquidating Chapter 11" cases, which
thereby afford the Chapter 11 Trustee flexibility to administer
and liquidate the remaining assets and to prosecute litigation,
with the ultimate goal of confirming a liquidating Chapter 11 Plan
distributing estate funds to certain creditors.

The Settlement Agreement also provides that the Defendant Parties
have released the Chapter 11 Trustee, the Company, the Company
Subsidiaries, the bankruptcy estates of the Company and the
Company Subsidiaries, and others from any and all claims.  The
parties have filed stipulations of dismissal to dismiss the
Lawsuits with prejudice.

A copy of the Settlement Agreement is available for free at:

                       http://is.gd/Meg6Y8

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single- family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by Shapiro Sher Guinot &
Sandler.


TOWN SPORTS: S&P Hikes Corp. Credit Rating to 'B+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York City-based fitness club operator Town Sports
International Holdings Inc. to 'B+' from 'B'. The rating outlook
is stable.

"At the same time, we raised our issue-level rating on Town
Sports' $350 million credit facility, consisting of a $50 million
revolver due 2016 and a $300 million term loan due 2018, to 'B+',
from 'B'. The recovery rating remains '3', indicating our
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default," S&P said.

"The rating upgrade reflects our expectation that recent
improvements in operating trends, which, along with modest debt
reduction, drove a decline in adjusted leverage of around 1x in
2011, will continue over the intermediate term," said Standard &
Poor's credit analyst Ariel Silverberg. "Under our current
performance expectations and incorporating continued modest debt
reduction, as required under Town Sports' credit agreement, we
believe Town Sports will maintain adjusted leverage below 6x (our
operating lease adjustment adds approximately 2.5x to leverage)
and interest coverage around 2.0x. We view these thresholds as
supportive of a 'B+' corporate credit rating, based on our
assessment of Town Sports' business risk profile. The upgrade also
reflects our belief that the planned acceleration in new club
openings over the next few years (management has indicated their
intention to open one club in the second half of 2012, three to
six clubs in 2013, and six to 12 clubs in 2014) will be funded
through internally generated cash, and that remaining cash flow,
if any, would be used for modest debt reduction," S&P said.

"Our 'B+' corporate credit rating on Town Sports reflects our
assessment of the company's business risk profile as 'weak' and
its financial risk profile as 'aggressive,' according to our
criteria," S&P said.

"Our assessment of Town Sports' business risk profile as 'weak'
reflects its susceptibility to shifts in demand during economic
cycles, the competitive operating environment, and the high member
attrition rates characteristic of the fitness club industry. Town
Sports' position as the largest owner and operator of fitness
clubs in the Northeast and mid-Atlantic regions of the U.S., and
the third largest in the U.S. in terms of number of clubs, partly
offsets these risks," S&P said.

"Our assessment of the company's financial risk profile as
'aggressive' reflects our expectation for operating lease-adjusted
interest coverage to remain around 2x, adjusted leverage to
improve towards the low 5x area, and adjusted funds from
operations to total debt to be maintained in the low- to mid-teens
percentage area, over the intermediate term. It also reflects our
belief that capital expenditures will be funded through internally
generated cash, and that Town Sports will prioritize growth
capital expenditures and debt reduction over shareholder
distributions," S&P said.

"Our rating currently incorporates our expectation for revenue and
EBITDA to grow in the low-single-digit percentage area in 2012 and
for revenue to grow in the mid-single-digit percentage area and
EBITDA to be about flat in 2013," S&P said. "This forecast factors
in an expectation for one new club opening in 2012 and up to six
in 2013, and also considers our economists' current forecast for
2.0% growth in consumer spending in each of 2012 and 2013 and an
improvement in unemployment rates to 8.2% this year and to 8.0% by
the end of 2013. We expect continued economic improvement will
result in a stabilization of the annual attrition rate around its
current level (39.9%), and will also lead to continued growth in
higher-margin, ancillary services such as personal and small group
training."


TOYS "R" US: Moody's Affirms 'B1' CFR; Outlook Negative
-------------------------------------------------------
Moody's Investors Service changed Toys "R" Us, Inc.'s  outlook to
negative from stable, and affirmed all debt ratings, including the
B1 Corporate Family and Probability of Default ratings. The
Speculative Grade Liquidity rating was downgraded to SGL-3 from
SGL-2. In addition, Moody's assigned a B1 to the proposed $300
million secured term loan.

Ratings Assigned:

Toys "R" Us Delaware, Inc.
Proposed $300 million senior secured term loan at B1 (LGD3, 47%)

Rating downgraded:

Toys "R" Us, Inc.
Speculative Grade Liquidity rating to SGL-3 from SGL-2

Ratings affirmed and LGD point estimates adjusted include:

Toys "R" Us, Inc.
Corporate Family Rating at B1
Probability of Default Rating at B1
Senior unsecured notes at B3 (LGD6, 95%)

Toys "R" Us Delaware, Inc.
$400 million senior secured term loan at B1 (LGD3, 47%) from B1
  (LGD3, 45%)
$700 million senior secured term loan at B1 (LGD3, 47%) from B1
  (LGD3, 45%)
7.375% senior secured notes due 2016 at B1 (LGD3, 47%) from B1
  (LGD3, 45%)
8.75% debentures due 2021 at B3 (LGD5, 80%) from B3 (LGD5, 78%)

Toys "R" Us Property Company II, LLC
Senior secured notes at Ba1 (LGD2, 13%) from Ba1 (LGD2, 14%)

Toys "R" Us Property Company I, LLC
Senior unsecured notes at B3 (LGD5, 80%) from B3 (LGD5, 78%)

"The change in outlook to negative from stable considers the
combination of Toys' operating performance, which has been below
expectations by being relatively flat during the past two Holiday
seasons as a result of heightened competition on multiple fronts,
as well as negative effects from the pop-up store strategy, and
the fact that the company is facing almost $1.4 billion in debt
maturities over the next 12 or so months," stated Moody's Senior
Analyst Charlie O'Shea. "This has resulted in the company's high
leverage remaining above 6 times on a debt/EBITDA basis, though
RCF/net debt of over 10% is a partial mitigant, and weak
EBITA/interest of around 1.2 times. When Toys was upgraded to B1
from B2 in August of 2010, Moody's believed that leverage could
settle below 6 times during the following 12-18 months, which
takes us through the most recent fiscal year-ended January 2012,
and would actually end up closer to 5.5 times than the present 6
times, which has not happened. Given Toys' seasonality, and heavy
reliance on the fourth quarter, Moody's will focus on progress
being made throughout the year towards an EBITDA level consistent
with achieving a leverage profile comprised of debt/EBITDA of
around 6 times and retained cash flow/net debt of over 10%," added
O'Shea. "Failure to demonstrate incremental progress to that end,
which at present debt levels of around $10 billion would
necessitate around $1.7 billion in EBITDA, would likely lead to a
downgrade. The downgrade to an SGL-3 recognizes the approximately
$1.4 billion in near-term debt maturities which Toys will need to
refinance. Moody's notes that Toys has a very successful past
track record of effectively and creatively managing its debt
maturities, and the expeditious handling of the present set of
near-term maturities is a key ratings concern."

Toys "R" Us' ("Toys") B1 Corporate Family Rating acknowledges the
company's weak credit metrics, with EBITA/interest weak at 1.2
times and debt/EBITDA high at 6.3 times, though is somewhat
mitigated by retained cash flow/net debt of almost 10%, its
excellent market position as the world's largest dedicated toy
retailer, the favorable placing of its solid Babies "R" Us brand
and concept, and balanced financial policy.

Ratings could be upgraded if debt/EBITDA is sustained below 5
times. This could occur either as a result of improvements in
operating performance, which would increase EBITDA, or as a result
of a successful IPO and application of proceeds sufficient to
reduce debt. The company has publicly-stated its desire do an
eventual initial public offering and use the proceeds to further
reduce debt. The company filed a registration statement in May
2010 which remains active. Ratings could be downgraded if
debt/EBITDA was sustained above 6 times with retained cash
flow/net debt of less than 10%,which could occur either as a
result of a degradation in operating performance or the
institution of a more aggressive financial policy. Ratings could
also be downgraded if the $1.4 billion in upcoming near-term debt
maturities are not handled expeditiously and economically.

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

Toys "R" US is the world's largest dedicated retailer of toys,
with annual revenues of around $14 billion. The company was taken
private in an LBO transaction in July 2005 by affiliates of
Kohlberg, Kravis, Roberts &Co., Vornado Realty Trust, and Bain
Capital, each of which owns 33%, and Gordon Brothers, which owns
the remaining 1%. It also operates the Babies "R" Us concept.


TOYS 'R' US: Fitch Rates $300 Million Term Loan at 'B-/RR5'
-----------------------------------------------------------
Fitch Ratings has assigned a rating of 'B-/RR5' to the $300
million term loan due 2018 (Term B-3 loan, co-terminus with Term
B-2 loan) issued at Toys 'R' Us - Delaware, Inc.  The $300 million
term loan (issued under the remaining accordion feature available
under its senior secured term loan credit facility) is secured by
a first lien on intellectual property rights and a second lien on
accounts receivable and inventory of Toys-Delaware and its
domestic subsidiaries.  The $300 million term loan issuance is the
first in a series of refinancings needed to address the upcoming
$1.3 billion maturities in early 2013 at various Toys 'R' Us
entities.  The Rating Outlook is Stable.

The 2013 maturities primarily include $400 million of unsecured
notes at Toys 'R' Us, Inc. (HoldCo) maturing April 2013 and $891
million in various European real estate facilities between
February and April 2013. (Toys has $60 million of unsecured loans
amortizing at its Toys 'R' Us - Japan entity in 2012.) Given weak
free cash flow (FCF) generation in 2011, Fitch expects Toys will
need to address the 2013 maturities primarily through refinancing.
The debt could be financed by a combination of issuing HoldCo
notes and by European real estate facilities under the existing
structure or under a structure similar to the U.S. PropCos (which
would consolidate assets in the UK, France and Spain).  Given the
still unfavorable conditions in the European CMBS markets, Fitch
believes the amount issued either at the various European entities
or at the combined level will be materially less than the $900
million currently outstanding, creating the need to issue debt at
the HoldCo level.  The failure to address these maturities over
the next three to six months is likely to lead to downward
pressure on the company's ratings.

Toys 'R' Us (Toys) has reported negative domestic comparable store
sales (comps) and continued weakness in its international segment
(40% of revenue and profit before corporate allocation) in 2011.
As a result of weak top-line performance, 2011 EBITDA of $1.03
billion was modestly lower by approximately 5% than was reported
in 2010, although still in line with Fitch's expectation.

Leverage (adjusted debt/EBITDAR) came in at 6.2 times (x) as of
Jan. 28, 2012 and could potentially creep up to the mid-6.0x range
in 2012 and 2013. Coverage (operating EBITDAR/gross interest
expense plus rents) is expected to be in the range of 1.4x-1.5x.
This assumes a 2%-3% decline in comps at both the domestic and
international segments, and flat to modest improvement in gross
margin.  Fitch expects continued deleveraging of selling, general,
and administrative expenses.

FCF at negative $60 million at the end of 2011 was disappointing
against Fitch's expectation of positive $300 million, and was the
result of the continued challenge of managing working capital
efficiently.  Fitch expects Toys to generate annual FCF in the
$100 million range over the next two years, driven partly by
working capital contribution compared to a significant use of cash
in 2011 and 2010, on both timing related issues as well as excess
inventory at the end of the holiday season.

Assuming the successful refinancing of upcoming maturities, Toys
has adequate liquidity with $700 million of cash and cash
equivalents and $1.3 billion of availability under its various
revolvers as of Jan. 28, 2012.

The ratings continue to reflect Toys' relatively stable share of
the domestic and global toy industry.  While Toys is the only
remaining national brick-and-mortar specialty toy retailer in the
U.S., it has muddled along against the increasing competition from
discounters and online retailers for the more commodity-type toy
products.  The cyclical downturn and hence weaker sales in the
entertainment category (mainly video game systems and electronics,
accounting for 12%-13% of total sales), has particularly
contributed to the weakness.  In addition, there has been some
pressure on the overall juvenile category given the lowest birth
rate in the U.S. in 11 years.  Fitch recognizes, however, that
Toy's juvenile integration strategy, increased penetration of
private brands and e-commerce growth have helped partially
mitigate these challenges.  As a result, the company could
continue to hold on to its share over the next three to five
years, but overall, Fitch does not expect meaningful top line or
EBITDA growth.

The issue rating on the new $300 million term loan is derived from
the Issuer Default Rating (IDR) and the relevant Recovery Rating.
The ratings on the specific securities reflect Fitch's recovery
analysis using a going concern approach.  At the OpCo levels -
Toys-Delaware, Toys-Canada, and other international operating
companies - latest 12-month (LTM) EBITDA is stressed at 25%. Fitch
has assigned a 5.5x multiple to the stressed EBITDA, which is
consistent with the low end of the 10-year valuation for the
public space and Fitch's average distressed multiple across the
retail portfolio.  The stressed enterprise value (EV) is adjusted
for 10% administrative claims.

In allocating $2 billion of calculated stressed EV at Toys-
Delaware across the various tranches of debt, Fitch ascribes a
higher priority to the senior secured credit facility (due to its
first lien tangible security package) over the term loans and
7.375% senior secured notes.  The $1.4 billion in Term B-1, Term
B-2 loans, the new Term B-3 loans and the senior secured notes due
2016 are secured by a first lien on intellectual property rights
and a second lien on accounts receivable and inventory of Toys-
Delaware and its domestic subsidiaries.  The $1.85 billion credit
facility is fully recovered while the recovery prospect is in the
range of 11%-30% for the term loans and the secured notes, which
are therefore rated 'B-/RR5'.

Fitch currently rates Toys as follows:

Toys 'R' Us, Inc. (HoldCo)

  -- IDR 'B';
  -- Senior Unsecured Notes 'B/RR4'.

Toys 'R' Us - Delaware, Inc. is a subsidiary of HoldCo

  -- IDR 'B';
  -- Secured Revolver 'BB/RR1';
  -- Secured Term Loans 'B-/RR5';
  -- Senior Secured Notes 'B-/RR5';
  -- Senior Unsecured Notes 'CCC/RR6'.

Toys 'R' Us Property Co. II, LLC is a subsidiary of Toys 'R' Us -
Delaware, Inc.

  -- IDR 'B';
  -- Senior Secured Notes 'BB/RR1'.

Toys 'R' Us Property Co. I, LLC is a subsidiary of HoldCo

  -- IDR 'B';
  -- Senior Unsecured Notes 'BB/RR1'.

The Rating Outlook is Stable.


TRAILER BRIDGE: Anticipates Plan Effective Date Will be March 30
----------------------------------------------------------------
On March 16, 2012, the U.S. Bankruptcy Court for the Middle
District of Florida confirmed Trailer Bridge, Inc.'s second
amended plan of reorganization for Trailer Bridge, Inc., which was
filed with the Bankruptcy Court on March 14, 2012.  The Amended
Plan provides for the consummation of certain restructuring
transactions and the treatment of claims and equity interests
against or with respect to the Debtor.  The Amended Plan provides
that all existing shares of common stock will be canceled on the
effective date of the plan and new shares of common stock will be
issued as set forth below.

Except as otherwise noted, holders of allowed claims against the
Debtor will receive, in exchange for such claim, an amount in cash
equal to the allowed amount of such claim.  Holders of claims in
respect of obligations under the Wells Term Loan and Security
Agreement, dated June 14, 2007, and the Wells Loan and Security
Agreement, dated April 23, 2004, will receive in exchange for such
claims an amount in cash equal to the allowed amount of such
claims.  The MARAD 6.52% and 7.07% Indentures will be reinstated.
Holders of claims in respect of obligations pursuant to the 9.25%
Senior Secured Notes Due 2011 Indenture, dated as of Dec. 1, 2004,
will receive that holder's pro rata share of a new note in the
principal amount of $65 million.  Holders of the 9.25% Notes will
also receive their pro rata share of 48,950 shares of new common
stock which will represent at least 91% of the Company's
outstanding shares of common stock.

Holders of general unsecured claims will receive their pro rata
share of a reserve, initially funded in the amount of
$3.5 million.  The Debtor currently estimates that holders of
allowed general unsecured claims will receive a distribution of
greater than 85% of their allowed claims.  If the holders of
allowed general unsecured claims receive a distribution of greater
than 85% of their allowed claims, then holders of the Company's
existing common stock will receive, on the terms and conditions
set forth more fully in the Plan, either (i) cash payment of $.015
per share; or (ii) their pro rata share of new common stock and
warrants.  If the holders of the allowed general unsecured claims
do not receive a distribution of greater than 85% of their allowed
claims, the holders of the Debtor's existing common stock will
receive nothing and such new shares will be distributed pro rata
to the general unsecured claimants.  The record date for the
distribution of new shares will be the date of entry of the
confirmation order on the docket of the Bankruptcy Court.

Even after the Bankruptcy Court enters the order confirming the
Amended Plan, the Amended Plan will not become effective until the
occurrence or waiver of certain conditions precedent, including
but not limited to, the (i) entry into an exit facility and all
conditions precedent to funding under such facility shall have
been satisfied or waived, (ii) all authorizations, consents and
regulatory approvals required, if any, in connection with the
consummation of the Amended Plan will have been obtained, and
(iii) all actions, documents and agreements necessary to implement
the Amended Plan will have been effected or executed.  The Debtor
anticipates that the effective date of the Amended Plan will be on
or about March 30, 2012.  All shares of existing common stock will
be canceled effective on the effective date of the Amended Plan.

The Company anticipates that it will file a Form 15 with the
Securities and Exchange Commission on or about March 30, 2012,
that will terminate its reporting obligations under the Securities
Exchange Act of 1934.

A copy of the Second Amended Plan of Reorganization of Trailer
Bridge, Inc., dated March 14, 2012, is available for free at:

                       http://is.gd/eDkl1U

                       About Trailer Bridge

Headquartered in Jacksonville, Florida, Trailer Bridge, Inc. --
http://www.trailerbridge.com/-- provides integrated trucking and
marine freight service to and from all points in the lower 48
states and Puerto Rico and Dominican Republic.  This total
transportation system utilizes its own trucks, drivers, trailers,
containers and U.S. flag vessels to link the mainland with Puerto
Rico via marine facilities in Jacksonville, San Juan and Puerto
Plata.

Trailer Bridge filed a voluntary Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 11-08348) on Nov. 16, 2011, one day
after its $82.5 million 9.25% Senior Secured Notes became due.

Gardner F. Davis, Esq., at Foley & Lardner LLP, and DLA Piper LLP
(US) serve as the Debtor's counsel.  Global Hunter Securities LLC
serves as the Debtor's investment banker.  RAS Management Advisors
LLC serves as the Debtor's financial advisor.  Kurtzman Carson
Consultants LLC serves as claims, noticing, and balloting agent.
The Debtor disclosed $97,345,981 in assets, and $112,538,934 in
liabilities.

On Dec. 6, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors in the Debtor's case.




TRAVELPORT HOLDINGS: Reports $172 Million Net Income in 2011
------------------------------------------------------------
Travelport Limited filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$172 million on $2.03 billion of net revenue for the year ended
Dec. 31, 2011, compared with a net loss of $44 million on $1.99
billion of net revenue during the prior year.

The Company reported a net loss of $84 million on $465 million of
net revenue for the three months ended Dec. 31, 2011, compared
with a net loss of $69 million on $452 million of net revenue for
the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $3.34 billion
in total assets, $4.30 billion in total liabilities, and a
$957 million total deficit.

"2011 financial results were in line with expectations.  Total
transaction value for air travel and hotel sales was 6% higher at
$83 billion, and we launched and deployed four significant,
innovative new products designed around our new technology
platform.  We are making excellent progress on our strategic plan,
delivering the broadest possible travel content for suppliers and
travel agency customers to buy, sell and promote."

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

                        http://is.gd/lWUP4M

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

Travelport Limited, a direct subsidiary of Travelport Holdings
Limited, reported net income of $283 million on $1.061 billion of
of net revenue for the six months ended June 30, 2011, compared
with net income of $1 million on $1.056 billion of net revenue for
the same period of 2010.  Results for the six months ended
June 30, 2011, includes gain of $312 million, net of tax, from the
sale of sale of the Gullivers Travel Associates ("GTA") business
to Kuoni Travel Holdings Limited ("Kuoni").  The sale was
completed on May 5, 2011.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TRIDENT MICROSYSTEMS: Dr. Bastani to Stay as Part-Time CEO
----------------------------------------------------------
Trident Microsystems, Inc., reached an agreement with Dr. Bami
Bastani under which he will continue to serve as CEO of Trident
through approximately May 1, 2012, on a part-time basis, allowing
him to accept the position of CEO of Meru Networks, Inc.,
commencing immediately.

"Bami will stay on as Trident's CEO to oversee the closing of the
Company's two significant anticipated asset sales and its efforts
to sell additional significant assets.  We appreciate Bami's
willingness to continue to assist Trident for a period of time
while taking on the position at Meru.  We are grateful for his
service to the Company during a challenging time and we wish him
success in his new role."

The Company has reached an understanding with Andrew Hinkleman, of
FTI Consulting, currently the Company's Chief Restructuring
Officer, to serve as Acting CEO after Dr. Bastani's departure.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., designs,
develops, and markets integrated circuits and related software for
processing, displaying, and transmitting high quality audio,
graphics, and images in home consumer electronics applications
such as digital TVs, PC-TV, and analog TVs, and set-top boxes.
The Company has research and development facilities in Beijing and
Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The
Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad,
India; Austin, Texas; and Sunnyvale, California.  The Company has
sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and
Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai,
India; and Suresnes, France. The Company also has operations
facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident then promptly sought for protection in the Cayman
Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident disclosed $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the Committee of Equity Security Holders.


TRIDENT MICROSYSTEMS: Sigma is Stalking Horse for DTV Business
--------------------------------------------------------------
Trident Microsystems, Inc., discloses that Sigma Designs(R), Inc.,
has signed an asset purchase agreement to serve as the "stalking
horse" bidder to acquire certain assets of the Digital Television
(DTV) Business of the Company.  The assets include certain
products, licensed intellectual property, software and leased
facilities, to be acquired for a purchase price of $21 million in
cash plus assumption of specified liabilities upon the closing of
the transaction.

The asset purchase agreement was filed with the United States
Bankruptcy Court for the District of Delaware on March 16, 2012
and is subject to a court-approved formal auction process in
accordance with Section 363 of the U.S. Bankruptcy Code.  The
potential auction and final sale hearing for the assets is
expected to be held within the next several weeks.  The purchase
price is subject to adjustment for the DTV Business' closing
current asset balance.  If Sigma is selected as the winning bidder
at the auction, Trident anticipates that the transaction would
close in the second calendar quarter of 2012.  The transaction is
also subject to various other conditions.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., designs,
develops, and markets integrated circuits and related software for
processing, displaying, and transmitting high quality audio,
graphics, and images in home consumer electronics applications
such as digital TVs, PC-TV, and analog TVs, and set-top boxes.
The Company has research and development facilities in Beijing and
Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The
Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad,
India; Austin, Texas; and Sunnyvale, California.  The Company has
sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and
Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai,
India; and Suresnes, France. The Company also has operations
facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident then promptly sought for protection in the Cayman
Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident disclosed $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the Committee of Equity Security Holders.


TRIDENT MICROSYSTEMS: Filing of 2011 Annual Report Delayed
----------------------------------------------------------
Trident Microsystems, Inc., discloses that the filing of its
annual report on Form 10-K for the year ended Dec. 31, 2011, will
be delayed.

Trident says that the bankruptcy filing came at a time during
which year-end close procedures would normally be conducted.  As a
result of the increased burdens placed upon the Company's
financial, accounting and administrative staff, the diversion of
the Company's financial resources towards the bankruptcy-related
matters, and the subsequent changes in the Company's operations
and anticipated operations, the Company has been unable to timely
complete the preparation of its annual report on Form 10-K.

The Company anticipates that for the year ended Dec. 31, 2011,
revenues will total $298.3 million, or a 46.5% decrease, compared
with revenues of $557.2 million for the year ended Dec. 31, 2010.
For the year ended Dec. 31, 2011, the Company anticipates a net
loss of $150.4 million, compared with a net loss of $128.9 million
for the year ended Dec. 31, 2010, representing a 16.7% increase in
the net loss for the year.

The Company also announced that cash and cash equivalents totaled
$54.2 million at Dec. 31, 2011, compared with $93.2 million at
Dec. 31, 2010.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., designs,
develops, and markets integrated circuits and related software for
processing, displaying, and transmitting high quality audio,
graphics, and images in home consumer electronics applications
such as digital TVs, PC-TV, and analog TVs, and set-top boxes.
The Company has research and development facilities in Beijing and
Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The
Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad,
India; Austin, Texas; and Sunnyvale, California.  The Company has
sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and
Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai,
India; and Suresnes, France. The Company also has operations
facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident then promptly sought for protection in the Cayman
Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident disclosed $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the Committee of Equity Security Holders.


TRW AUTOMOTIVE: Fitch Upgrades IDRS to 'BBB-' From 'BB+'
--------------------------------------------------------
Fitch Ratings has upgraded the issuer default ratings (IDRs) of
TRW Automotive Holdings Corp. (TRW) and its TRW Automotive, Inc.
(TRW Automotive) subsidiary to 'BBB-' from 'BB+'.  Simultaneously,
Fitch has affirmed TRW Automotive's senior secured credit facility
rating at 'BBB-' and upgraded TRW Automotive's senior unsecured
rating to 'BBB-' from 'BB+'.

Fitch's ratings apply to a $1.0 billion secured revolving credit
facility and $1.4 billion in senior unsecured notes.  The Rating
Outlook for both TRW and TRW Automotive is Stable.

The upgrade in TRW's ratings is driven by the further fundamental
strengthening of the company's credit profile that has taken place
over the past year.  Although light vehicle sales in the company's
key North American and Western European markets remain well below
pre-recession levels, TRW has been able to post relatively high
margins and revenue growth throughout the post-recession period.
This has led to strong free cash flow generation that the company
has used to strengthen its balance sheet by reducing debt,
increasing liquidity and improving the funded status of its
pension plans.  Looking ahead, Fitch expects TRW to continue
producing positive free cash flow over the intermediate term,
despite increased capital spending, which will provide the company
with meaningful financial flexibility.  While there are several
identifiable risks, Fitch believes that TRW has the financial
strength to withstand several negative developments while
retaining an investment grade profile.

The greatest risk facing TRW's credit profile in the near term is
the potential for another slowing of global auto production.
However, this risk is mitigated somewhat by the company's globally
diverse customer base and significant presence in key technology
areas, especially in safety-related components.  TRW's relatively
heavy exposure to Europe, with nearly half of the company's
revenue generated in the region, is of particular concern,
although Fitch notes that Volkswagen AG, Europe's strongest volume
manufacturer, is TRW's largest customer.  As noted above, TRW
produced positive free cash flow through the last downturn, and
the company is better positioned to withstand another demand shock
in the intermediate term with its lower cost structure and
stronger balance sheet.  The lack of meaningful debt maturities
until 2014 also helps to mitigate near-term risk.  Fitch also
notes that TRW Automotive's credit agreement and notes indentures
contain change of control covenants that could provide protection
to investors in the case of a leveraged buyout, although the
language carves out The Blackstone Group and its affiliates from
these provisions.

In addition to economic concerns, the potential for a significant
adverse outcome resulting from antitrust investigations currently
underway is another meaningful risk.  The investigations appear to
be related to several suppliers' European operations and involve
TRW's Occupant Safety Systems business.  Although few details have
been disclosed, the company noted that it spent $25 million on its
own investigation into the matter in 2011 and is likely to incur
further expenses as its internal investigation continues.  Fitch
notes that investigations such as these can, at times, take years
to resolve, so there may not be a near-term resolution to the
matter.  When more information becomes available regarding any
financial penalties that may arise from the investigation, Fitch
will evaluate the effect on the company's credit profile.  TRW's
substantial liquidity position and free cash flow generation
potential will help to absorb the effect of any cash outlays
related to the investigations.

TRW has mentioned publicly that it may consider increasing the
amount of cash it returns to shareholders, either through an
increase in share repurchases or, potentially, a dividend.
However, Fitch does not expect any increase in shareholder-
friendly activity to meaningfully affect the underlying credit
quality of the company.  In addition, management has noted that it
will only consider increasing the amount of cash it returns to
shareholders once there is more clarity around demand strength in
Europe, as well as the antitrust investigations.

TRW's strong market position as a leading supplier of advanced
vehicle safety systems has helped to propel top line growth at a
faster rate than the increase global vehicle production.  In 2011,
the company's revenue grew 13% versus global vehicle production
growth of about 3%. Combined with an ongoing focus on cost control
and production efficiency, TRW has been able to produce relatively
strong margins on a consistent basis, even through the last
recession.  The company's EBITDA margin in 2011 (as calculated by
Fitch) came to 10.6%, down from a relatively high 11.9% in 2010
but still among the stronger margins in the auto supplier sector.
This has led to robust free cash flow generation, and Fitch notes
that the company was able to produce a total of $545 million in
free cash flow during the industry downturn in 2008 and 2009.
Free cash flow came to $549 million in 2011 despite TRW spending
$571 million on capital expenditures.  Operating cash flow in both
2010 and 2011 came to about $1.1 billion per year, and Fitch notes
that these figures include $170 million and $100 million of
discretionary pension contributions made in 2010 and 2011,
respectively.

As noted above, TRW has been focused on deploying its free cash
flow to strengthen its balance sheet.  In particular, the company
has looked for opportunities to reduce its outstanding debt in the
post-recession period by repaying all of its bank debt and
opportunistically repurchasing portions of its outstanding notes.
Since year-end 2007, TRW's debt has declined by $1.7 billion,
including a decline of $339 million in 2011, resulting in a debt
balance of $1.6 billion at Dec. 31, 2011. (Note that Fitch's
adjusts TRW's exchangeable notes to their face value when
calculating the company's debt-related metrics.) With EBITDA
rising, the decline in debt has led to a significant reduction in
TRW's leverage, with the company ending 2011 with leverage
(debt/Fitch-calculated EBITDA) of only 0.9 times (x), down from
1.1x at year-end 2010 and 2.8x at year-end 2008.

Liquidity also remains quite strong, with $1.2 billion of cash and
cash equivalents and $991 million of availability on the company's
secured revolver (after accounting for $29 million of outstanding
letters of credit and bank guarantees) at year end 2011, leading
to $2.2 billion in total available liquidity.  Near-term debt
maturities are light, with only $65 million in short-term debt and
$39 million in current maturities of long-term debt coming due in
2012.  TRW's next significant debt maturity is in 2014, when $550
million of senior unsecured notes mature.

Looking ahead, Fitch expects TRW's revenue to be about flat in
2012 as production in the company's key European market declines,
production growth at the Detroit Three slows and growth rates cool
in emerging markets, such as China.  Nonetheless, TRW's margins
are expected to remain relatively strong, with Fitch's calculated
EBITDA margin expected to remain above 10%, although it may be
down slightly from the 2011 level.  Capital spending is expected
to grow by about $100 million in 2012 to support new business
programs and international growth, but free cash flow is
nonetheless expected to remain positive and sufficient to provide
the company with further financial flexibility.  The pace of
additional debt reduction is likely slow in 2012 as Fitch expects
TRW's options for opportunistic debt purchases are becoming more
limited.  Over the longer term, Fitch expects the company's
business prospects will remain favorable, with stronger revenue,
margin and free cash flow growth tied to an eventual improvement
in European auto market conditions, as well as ongoing penetration
into less mature markets like China, India and South America.

On a consolidated basis, TRW's global pension plans were 101%
funded at year-end 2011, although this was due to a significantly
overfunded position (according to U.S. GAAP accounting) in the
company's U.K. pensions.  In the U.S., TRW's pensions were 75%
funded, however, with a benefit obligation of $1.3 billion and
plan assets of $957 million.  On a dollar basis, the underfunded
position of the U.S. plans was only $327 million at year-end 2011,
which Fitch believes is manageable given TRW's liquidity position
and free cash flow generation potential.  As noted above, TRW made
significant voluntary cash contributions to its plans in each of
the past two years, and the company could elect to make further
discretionary contributions to its plans over the intermediate
term.

The harmonization of TRW Automotive's secured credit facility
rating with the company's IDR and senior unsecured rating reflects
provisions in the facility that allow for the collateral to be
released when the company is assigned an investment-grade rating
from certain rating agencies.  Although the conditions necessary
to release the collateral have not yet been met, Fitch's rating
for the facility incorporates the potential that the company could
have the option to release the collateral in the near to
intermediate term.

Fitch could revise TRW's rating outlook to 'Positive' or upgrade
the ratings in the intermediate term if the global automotive
market remains healthy and the company continues to use free cash
flow to strengthen its balance sheet.  On the other hand, a
meaningful slowdown in the global automotive market that leads to
margin pressure and reduced free cash flow could lead Fitch to
revise the Rating Outlook to 'Negative' or, in an extreme case,
downgrade the ratings.  A very adverse outcome from the antitrust
investigations or a decision to significantly increase leverage to
fund shareholder-friendly actions could also result in a negative
rating action.  However, Fitch believes there is substantial
cushion in the ratings to withstand adverse developments before a
negative rating action would be considered.

Fitch has taken the following rating actions:

TRW

  -- Issuer default rating (IDR) upgraded to 'BBB-' from 'BB+'.

TRW Automotive

  -- IDR upgraded to 'BBB-' from 'BB+';
  -- Secured credit facility rating affirmed at 'BBB-';
  -- Senior unsecured rating upgraded to 'BBB-' from 'BB+'.


UNIGENE LABORATORIES: SC Confirms Validity of Fortical Patent
-------------------------------------------------------------
Unigene Laboratories, Inc., reported that the U.S. Supreme Court
denied Apotex's Petition for a Writ of Certiorari on March 19,
2012, in Apotex, Inc., et al. v. Unigene Laboratories, Inc., et
al., Supreme Court Docket No. 11-879.  Thus, the validity of
Unigene's U.S. patent on Fortical has been confirmed by the
District Court and the Court of Appeals for the Federal Circuit.

The Aug. 25, 2011, decision of the Court of Appeals in favor of
Unigene now stands as the final decision.  The Court of Appeals
ruled for Unigene affirming the District Court's grant of summary
judgment of nonobviousness in favor of Unigene, affirmed the
District Court's denial of Apotex's motions, and affirmed the
District Court's dismissal of Apotex's new claims and defenses.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at Dec. 31, 2011, showed $17.67
million in total assets, $72.81 million in total liabilities and a
$55.13 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
Unigene Laboratories' ability to continue as a going concern
following the Company's 2009 results.  The firm noted that the
Company has incurred a net loss of $13,400,000 during the year
ended Dec. 31, 2009 and has an accumulated deficit of
approximately $143,000,000 as of Dec. 31, 2009.  As of that
date, the Company's current liabilities exceeded its current
assets by $1,251,000 and its total liabilities exceeded total
assets by $30,442,000.


VISUALANT INC: Granted Third Patent on SPM Technology
-----------------------------------------------------
Visualant, Inc., has received its third patent on its Spectral
Pattern Matching technology.  This recognition of the technology
further validates Visualant's vision to introduce more efficient
security and authentication methods into the marketplace.

As both government and industry grapple with the challenge of
finding new ways of protecting consumer assets, currencies,
chemical products and even civil liberties, Visualant's technology
brings in a new angle to the security spectrum, adding an
authentication layer that goes beyond the human eye capabilities
and would have been impossible to imagine when the microscope was
invented.

The Visualant technology was developed in conjunction with
renowned research scientists, Drs. Tom Furness and Brian
Schowengerdt.  They have forged a unique proprietary approach to
mapping color at the photon level and using that mapping as a
basis for authentication and diagnostics.  In conjunction with the
stellar work being done in the lab, the company continues to
pursue an aggressive patent strategy to protect its unique
intellectual property.

Drs. Furness and Schowengerdt and their laboratory development
team brought a generation of experience to the Visualant SPM
development process.  Dr. Furness is known in many circles as the
"Father of Virtual Reality." Dr. Schowengerdt is an
internationally renowned leader in the field of color perception.

The patent issued by the United States Office of Patents and
Trademarks is US Patent No. 8,076,630 and is entitled "System and
Method of Evaluating an Object Using Electromagnetic Energy."

Ron Erickson, Visualant Founder and CEO, stated, "We are very
pleased to receive our third patent covering our SPM technology.
We expect more patents to be issued as we build the intellectual
property foundation for Visualant's business and move into the
marketplace with diverse applications of our SPM technology.  With
the issuance of this patent we again want to acknowledge the
extraordinary work of our patent counsel, Frank Abramonte of the
Seed Intellectual Property Group PLLC."

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at Dec. 31, 2011, showed $4.23 million
in total assets, $5.96 million in total liabilities, $39,504 in
noncontrolling interest and a $1.76 million in total stockholders'
deficit.


WASHINGTON MUTUAL: Terminates Registration of Securities
--------------------------------------------------------
Washington Mutual, Inc., now known as WMI Holdings Corp., has
filed on Form 15-12B a certification of registration or suspension
of duty to file reports pertaining to the following securities:

Common Stock, no par value*
Preferred Stock, no par value**
Depositary Shares each representing interests in a share of
Preferred Stock
Senior Notes**
Senior Subordinated Notes**
Debentures**
Trust Preferred Income Equity Redeemable Securities (PIERS)
Units**
Warrant to Purchase Common Stock**
Guarantees of Trust Preferred Securities**
Litigation Tracking Warrants

* This class of Common Stock of Washington Mutual was canceled
pursuant to the Seventh Amended Joint Plan of Affiliated Debtors,
as modified, filed by Registrant on March 1, 2012.  The Plan
became effective on arch 19, 2012.  Pursuant to the Plan, on the
Effective Date, the Old Common Stock outstanding immediately prior
to the Effective Date was canceled.  Also pursuant to the Plan,
the new common stock, par value of $0.0001 per share, of WMI
Holdings Corp. was issued for distribution in accordance with the
Plan.

** Washington Mutual issued multiple series and classes of these
securities.  Pursuant to the Plan, on the Effective Date, all of
these classes of securities outstanding immediately prior to the
Effective Date were canceled.

A copy of the Form 15-12B is available for free at

                       http://is.gd/QjpvDz

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.

*     *     *

As reported in the TCR on March 21, 2012, Washington Mutual, Inc.
disclosed that its Seventh Amended Joint Plan of Affiliated
Debtors Pursuant to Chapter 11 of the United States Bankruptcy
Code (as modified, and as confirmed by order, dated Feb. 23, 2012,
the "Plan"), became effective, marking the successful completion
of the chapter 11 restructuring process.  The Company's common
stock, traded over the counter under the ticker symbol WAMUQ, has
been canceled.


WASHINGTON MUTUAL: Files Form 8-A for New Common Stock
------------------------------------------------------
WMI Holdings Corp. (formerly known as Washington Mutual, Inc.) has
filed a Registration Statement on Form 8-A12G to register under
Section 12(g) of the Securities Exchange Act of 1934, as amended,
the Registrant's new common stock, par value $0.00001 per share
(the "Shares"), which were issued on the Effective Date pursuant
to the Seventh Amended Joint Plan of Washington Mutual, Inc., and
its affiliated Debtors.  On the Effective Date, the Company (i)
filed its Amended and Restated Articles of Incorporation (the
"Articles") with the State of Washington and (ii) adopted its
Amended and Restated By-Laws (the "Bylaws").

A copy of the Form 8-A is available at:

                       http://is.gd/IUYEgu

A copy of the Amended and Restated Articles is available at:

                       http://is.gd/KePIe7

A copy of the Amended and Restated By-Laws is available atL

                       http://is.gd/d47N6W


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.

*     *     *

As reported in the TCR on March 21, 2012, Washington Mutual, Inc.
disclosed that its Seventh Amended Joint Plan of Affiliated
Debtors Pursuant to Chapter 11 of the United States Bankruptcy
Code (as modified, and as confirmed by order, dated Feb. 23, 2012,
the "Plan"), became effective, marking the successful completion
of the chapter 11 restructuring process.  The Company's common
stock, traded over the counter under the ticker symbol WAMUQ, has
been canceled.


* Moody's Says US P&C Insurers' Earnings Down in 2011
-----------------------------------------------------
US property and casualty (P&C) insurers' earnings and capital
growth were adequate despite significant challenges last year,
Moody's Investors Service says in a new report, while rate
increases across nearly all lines of business should help support
the industry's credit profile in the year ahead.

"US P&C insurers ended 2011 with positive net income despite high
catastrophe losses, lower investment income and moderating reserve
releases," says Vice President and author of the report Paul
Bauer. He notes however that earnings were down a significant 33%
on 2010 results for Moody's-rated P&C insurers, with catastrophe
losses accounting for most of the decline after an unusually high
number of weather events in many regions of the country.

But premium rate increases continue to gain traction, broadening
to include nearly all lines of business, with even professional
liability beginning to turn. Net premiums were up 6% for Moody's-
rated P&C insurers in 2011, as a result of both earned rate
increases and exposure growth. Pricing appears to have passed an
inflection point, Bauer says, with commercial lines firms
generally reporting rate increases in excess of their loss cost
trends in the final quarter of the year.

Reserve releases continued to support earnings in 2011, though to
a lesser degree than in previous years for many insurers. The
overall positive impact of reserve releases is expected to decline
this year, particularly as Moody's believes moderate deficiencies
are likely in standard commercial lines for the most recent
accident years.

Continued low interest rates resulted in a modest 3% decline in
net investment income in 2011, which still however contributed
about $29 billion to Moody's-rated insurers' pre-tax income.
Stress in the European bond markets has had little effect on US
P&C insurers.

"US P&C insurers tend to have high allocations of municipal bonds,
US Treasuries and Agencies, and investment grade corporate bonds,
which all performed well last year," Bauer says. "And while we
expect interest rates to go up this year, which will cause bond
valuations to decline, overall insurers' investment income should
improve."

Shareholders' equity for Moody's-rated P&C insurers was reasonably
steady in 2011, rising a modest 3%, reflecting profits and
unrealized capital gains tempered by share repurchases and payment
of common stock dividends. Share buyback programs will continue in
2012, Bauer says, though likely at a reduced level as companies
allocate a greater portion of their capital to growth.

The report is titled "US P&C Insurers' 2011 Earnings Down
Significantly on Cats; Pricing Gains Traction" and is available on
moodys.com.


* Moody's Says US Corporate Default Rates Hold Steady
-----------------------------------------------------
Despite concerns surrounding global economic growth and euro area
sovereign debt, there is no sign of an imminent default wave for
US corporates, said Moody's Investors Service in its latest
edition of the Moody's B3 Negative and Lower Corporate Ratings
List.

"Although worries about European sovereign debt and the US
economic recovery remain, the list remains stable at 176
companies," said David Keisman, a Moody's Senior Vice President
and author of the report. "If we were to see a broad decline in
corporate quality, then that would mean a sharp increase in the
number of companies on the list, but that has not materialized."

The list of US non-financial companies rated B3 negative and lower
includes a core group of companies with weak business
fundamentals, high leverage and elevated risk of default.
Companies are removed from the B3 Negative and Lower List if they
default, have their ratings withdrawn, or receive a rating upgrade
to B3 stable or higher. Companies join the list upon a rating
downgrade to B3 negative or lower.

Even when high-yield issuance stalled and spreads widened last
August, Moody's saw no signs of a corporate default wave. The
report notes that Moody's baseline forecast calls for a US
speculative-grade default rate of 2.6% in February 2013 compared
with 2.2% currently, below the long-term average of 4.6%.

There was a slight uptick in companies removed from the list
through default, although default activity remains far below
levels that suggest broad-based credit stress, says Moody's.
Fifteen companies were removed from the list through default in
the three months ended March 1, compared with 10 in the prior
three-month period.

Other Moody's proprietary indicators support the view that there
is no sign of a big shift in corporate credit quality on the
horizon. Moody's Liquidity-Stress Index (LSI) held at 4.1% through
mid-March, unchanged from January and February and just above the
record-low 3.9% posted from June through August 2011. The index,
which increases when speculative-grade liquidity appears to
decrease, continues to signal that liquidity levels are healthy
for high-yield companies. Additionally, Moody's Covenant-Stress
Index (MCSI) declined slightly in February, reflecting increased
headroom under corporate covenants. The index, which decreases
when covenant cushion appears to increase, slid to 2.7% from 2.9%
in January.


* BOND PRICING -- For Week From March 19 to 23, 2012
----------------------------------------------------

Company            Coupon   Maturity  Bid Price
-------            ------   --------  ---------
AMBAC INC            9.375   8/1/2011    16.250
AMBAC INC            9.500  2/15/2021    17.100
AMBAC INC            7.500   5/1/2023    17.250
AMBAC INC            6.150   2/7/2087     1.020
AES EASTERN ENER     9.000   1/2/2017    24.000
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    42.250
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    42.120
AM AIRLN PT TRST     7.379  5/23/2016    31.125
AMERICAN ORIENT      5.000  7/15/2015    45.468
AQUILEX HOLDINGS    11.125 12/15/2016    40.000
MCDONNELL DOUG       9.750   4/1/2012    99.900
BROADVIEW NETWRK    11.375   9/1/2012    88.750
BLOCKBUSTER INC     11.750  10/1/2014     1.688
BRY-CALL04/12        8.250  11/1/2016   104.120
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    93.500
EASTMAN KODAK CO     7.250 11/15/2013    30.000
EASTMAN KODAK CO     7.000   4/1/2017    30.250
EASTMAN KODAK CO     9.950   7/1/2018    29.200
ENERGY CONVERS       3.000  6/15/2013    48.000
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
GANNETT CO           6.375   4/1/2012   100.100
GLB AVTN HLDG IN    14.000  8/15/2013    32.200
GMX RESOURCES        5.000   2/1/2013    65.615
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    15.500
HAWKER BEECHCRAF     9.750   4/1/2017     7.594
HEP-CALL04/12        6.250   3/1/2015   100.500
ELEC DATA SYSTEM     3.875  7/15/2023    93.060
LEHMAN BROS HLDG     6.000  7/19/2012    29.250
LEHMAN BROS HLDG     5.000  1/22/2013    26.680
LEHMAN BROS HLDG     5.625  1/24/2013    28.500
LEHMAN BROS HLDG     5.100  1/28/2013    27.260
LEHMAN BROS HLDG     5.000  2/11/2013    27.750
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    27.375
LEHMAN BROS HLDG     5.750  5/17/2013    28.000
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    28.750
LEHMAN BROS HLDG     5.000   8/3/2014    25.500
LEHMAN BROS HLDG     6.200  9/26/2014    28.250
LEHMAN BROS HLDG     5.150   2/4/2015    25.500
LEHMAN BROS HLDG     5.250  2/11/2015    27.260
LEHMAN BROS HLDG     8.800   3/1/2015    26.028
LEHMAN BROS HLDG     7.000  6/26/2015    26.750
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    29.500
LEHMAN BROS HLDG     8.920  2/16/2017    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 HLDG    10.375  5/24/2024    26.500
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    36.500
MF GLOBAL LTD        9.000  6/20/2038    34.750
M/I HOMES INC        6.875   4/1/2012    99.260
MANNKIND CORP        3.750 12/15/2013    55.625
MORGAN ST DEAN W     6.600   4/1/2012   100.051
PMI GROUP INC        6.000  9/15/2016    23.400
PENSON WORLDWIDE     8.000   6/1/2014    36.041
PREGIS-CALL04/12    12.375 10/15/2013    98.250
REDDY ICE CORP      13.250  11/1/2015    44.310
REAL MEX RESTAUR    14.000   1/1/2013    46.000
RESIDENTIAL CAP      8.500  4/17/2013    39.875
RESIDENTIAL CAP      6.875  6/30/2015    42.000
THORNBURG MTG        8.000  5/15/2013    10.125
THQ INC              5.000  8/15/2014    50.000
TOUSA INC            9.000   7/1/2010    12.250
TRAVELPORT LLC      11.875   9/1/2016    35.250
TRAVELPORT LLC      11.875   9/1/2016    39.000
TIMES MIRROR CO      7.250   3/1/2013    36.000
TEXAS COMP/TCEH      7.000  3/15/2013    35.100
TEXAS COMP/TCEH     10.250  11/1/2015    22.375
TEXAS COMP/TCEH     10.250  11/1/2015    19.200
TEXAS COMP/TCEH     10.250  11/1/2015    23.000
TEXAS COMP/TCEH     15.000   4/1/2021    42.000
WASH MUT BANK FA     5.650  8/15/2014     0.500
WESTERN EXPRESS     12.500  4/15/2015    56.000



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***