TCR_Public/120404.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 4, 2012, Vol. 16, No. 94

                            Headlines

1ST FINANCIAL: Elliott Davis Raises Going Concern Doubt
23 EAST 39TH STREET: Case Conference Set for May 9
3210 RIVERDALE ASSOC: Initial Case Conference Set for April 25
ACADIA HEALTHCARE: S&P Affirms 'B' Corporate Credit Rating
ACTUANT CORP: Moody's Rates $250MM New Sr. Unsecured Notes 'Ba2'

AE BIOFUELS: Eric McAfee Discloses 21.5% Equity Stake
AES IRONWOOD: S&P Affirms 'B' Rating on $308.5-Mil. Secured Bonds
AFA FOODS: Files for Chapter 11 to Pursue Asset Sale
ALERIS CORP: Expects to Sell 31.25 Million Shares in IPO
ALLEGIANCE TELECOM: District Court Vacates Ruling on $8MM Escrow

ALTA MESA: Moody's Reviews 'B2' CFR/PDR for Upgrade
AMERICAN AIRLINES: US Airways Talking to AMR Creditors
AMERICAN AIRLINES: BCG Okayed as Strategic Consultants
AMERICAN AIRLINES: Skadden Arps Approved as Committee Counsel
AMERICAN AIRLINES: Disputes Bid to Bar PSA Contract Changes

AMERICAN AIRLINES: U.S. Bank's Adequate Protection Plea Denied
AMERICAN APPAREL: Has $80 Million Credit Facility with Crystal
AMERICAN PETRO-HUNTER: Weaver Martin Raises Going Concern Doubt
AMERICAN SCIENTIFIC: Faces Chapter 7 Involuntary Case in Fla.
AMERICANWEST BANCORP: Seeks Extension for Amended Disclosures

AMERICANWEST BANCORP: HoldCo Expects Plan Approval in June
AMSCAN HOLDINGS: Reports $76.4 Million Net Income in 2011
ANTS SOFTWARE: Constantin Zdarsky Holds 21.3% Equity Stake
ARCADIA RESOURCES: M. Richardson Quits as CEO, Pres. and Director
ARCAPITA BANK: Temporarily Safe From Legal Actions in U.S.

ARCTIC GLACIER: Judge Approves Chapter 15 Bankruptcy Petition
AUSTIN CONVENTION: S&P Affirms 'BB+' Rating on $165M 2006A Bonds
AZURE DYNAMICS: Hopes to Resume Production After Bankruptcy Filing
BAKER & TAYLOR: S&P Affirms 'B' Corp Credit Rating, Outlook Stable
BANCA POPOLARE: S&P Puts BB+ Sub. Instruments Rating on Watch

BANKATLANTIC BANCORP: Incurs $28.7 Million Net Loss in 2011
BARREL STOP: To Sell Assets to Gladden Corp. for $8.5 Million
BEACON POWER: Seeks Mediation in $6-Mil. DOE Fee Dispute
BERNARD L. MADOFF: New Lawsuits Seek More $200MM++ From Investors
BERNARD L. MADOFF: Trustee Files Lawsuits Seeking Return of $54MM

BERNARD L. MADOFF: Trustee Renews Fight Against UniCredit
BERNARD L. MADOFF: Swiss Bank Wants Suit Out of Bankruptcy Court
BERNARD L. MADOFF: Calif.'s Harris Has Chance to Pursue Lawsuit
BERRY PETROLEUM: Moody's Reviews 'B1' CFR/PDR for Upgrade
BEYOND OBLIVION: Licensors Objects to Proposed Asset Sale

BIOMET INC: Moody's Issues Summary Credit Opinion
BIOVEST INTERNATIONAL: Offering $5 Million of Securities
BIOZONE PHARMACEUTICALS: Delays Form 10-K for 2011
BITZIO INC: Sadler Gibb Raises Going Concern Doubt
BLITZ USA: Judge Approves $15.5MM Sale of Non-Gas Can Assets

BLITZ USA: Kansas Manufacturer Offers $15.5MM for Firm's Assets
BOWE BELL: Court Dismisses Chapter 11 Bankruptcy Case
BUFFETS INC: Closes Hometown Buffet in OKC as Part of Bankruptcy
BUNGE LIMITED: Moody's Issues Summary Credit Opinion
CAPITOL BANCORP: Incurs $51.9 Million Net Loss in 2011

CAPITOL CITY: Delays Form 10-K for 2011
CARRIZO OIL: Moody's Reviews CFR/PDR on Review for Upgrade
CATALYST PAPER: Seeks U.S. Court Approval of Auction Process
CDW CORP: Moody's Raises Corporate Family Rating to 'B2'
CELL THERAPEUTICS: Has $5.3 Million Net Loss in February

CHAPARRAL ENERGY: Moody's Reviews 'B3' CFR/PDR for Upgrade
CHARTER COMMUNICATIONS: S&P Rates $750M Subsidiary Term Loan 'BB+'
CHINA RUITAI: Delays Form 10-K for 2011
CINRAM INTERNATIONAL: S&P Lowers CCR to CC, Withdraws All Ratings
CIRCUS AND ELDORADO: Has Forbearance until April 30

CIRTRAN CORP: Inks Forbearance Deal, Settles Suits Over Debts
CIT GROUP: $75 Million Settlement Gets Preliminary Approval
CLAYTON WILLIAMS: Moody's Puts CFR/PDR on Review for Upgrade
CNA FINANCIAL: Moody's Issues Summary Credit Opinion
COMCAM INTERNATIONAL: Suspending Filing of Reports with SEC

COMMERCIAL VEHICLE: Dismisses Deloitte & Touche, Taps KPMG LLP
COMPETITIVE TECHNOLOGIES: Delays Form 10-K for 2011
CONVERTED ORGANICS: Incurs $17.9 Million Net Loss in 2011
CORRELOGIC SYSTEMS: Disputes Fisher BioServices Claim
CORUS BANK: Fort Lauderdale Tower Foreclosed, Set to Open

CRESCENT RESOURCES: Judge Merges Creditors' Suits Over Duke Deal
CYBERDEFENDER CORP: Gets Bankruptcy Judge OK to Auction Assets
DASODA CORP: Dismisses Lawsuit Over Kiddie Academy Franchise
DENNY'S CORP: Robert Rodriguez Ceases to Hold COO Position
DETROIT, MI: Judge Stands by His Financial Crisis Review Order

DEX ONE: S&P Raises Corp. Credit Rating to 'CCC'; Outlook Negative
DIGITAL REALTY: Fitch Assigns 'BB+' Rating on Preferred Stock
DIGITAL REALTY: S&P Rates $175-Mil. Preferred Stock 'BB+'
DOT VN: Incurs $510,590 Net Loss in Jan. 31 Quarter
DRYDOCKS WORLD: May Seek Legal Ruling on Debt Restructuring

EAGLE HOSPITALITY: Meets With FRBNY, Mulls Chapter 11
EASTBRIDGE INVESTMENT: Incurs $766,000 Net Loss in 2011
EAU TECHNOLOGIES: Delays Form 10-K for 2011
EGPI FIRECREEK: Delays Form 10-K for 2011
ELPIDA MEMORY: SK Hynix Submits Preliminary Bid Proposal

ELPIDA MEMORY: CDS Holders Will Get 79% of Notional Value
EMPIRE RESORTS: Incurs $24,000 Net Loss in 2011
ENER1 INC: Officially Emerged from Chapter 11 on March 30
ENER1 INC: Terminates Registration of Company's Common Stock
ENOVA SYSTEMS: PMB Helin Raises Going Concern Doubt

EVEREST ACQUISITION: Moody's Assigns 'Ba3' Corp. Family Rating
EVEREST CROSSING: Files for Chapter 11 Bankruptcy Protection
FEDERATED HEARTLAND: Can Use Lender's Cash Through April 30
FIRST MARINER: Incurs $30.2 Million Net Loss in 2011
FIRST SECURITY: Incurs $23 Million Net Loss in 2011

FORBES ENERGY: S&P Raises Corporate Credit Rating to 'B'
FRANKLIN PIERCE: S&P Cuts SPUR on Series 1998 & 2004 Bonds to 'BB'
FUEL DOCTOR: Delays Form 10-K for 2011
FULLER BRUSH: Sec. 341(a) Creditors' Meeting Set for April 24
FULLER BRUSH: U.S. Trustee Appoints 5-Member Creditors' Panel

FULLER BRUSH: Gets Court's Approval of Conway MacKenzie Hiring
FULLER BRUSH: Court OKs Foulston as Intellectual Property Lawyer
FULLER BRUSH: Has Court's Nod to Hire Garden City as Claims Agent
FULLER BRUSH: Gets OK to Hire Herrick Feinstein as Lead Counsel
FULLER BRUSH: Court Moves Schedules Filing Deadline to April 2

GAGE FAMILY: Court Approves Sale of Landing Marina for $4.6-Mil.
GANNETT CO: Moody's Lowers Guaranteed Ratings to 'Ba1'
GENERAL MOTORS: German Labor Leaders Demand Talks With Management
GENERAL MOTORS: Judge Clears 'Old GM' $23.8MM Environmental Deal
GENERAL MOTORS: Opel Says Restructuring Talks to Continue

GENERAL MOTORS: Executive Gets Nearly $2MM in Restricted Shares
GREENSHIFT CORP: Swings to $7.9 Million Profit in 2011
GRUBB & ELLIS: Brokers, Execs Appeal BGC Sale Approval
GRUBB & ELLIS: Judge to Take BGC Sale Under Submission
HARRISBURG, PA: Bidders Emerge for Sewer System, Other Assets

HARTFORD COMPUTER: Avnet Completes Acquisition of Assets
HARTFORD FINANCIAL: Moody's Rates Junior Sub. Debt 'Ba1(hyb)'
HARTFORD FINANCIAL: S&P Gives 'BB+' Rating on $600MM Junior Notes
HARVEST OPERATIONS: Moody's Reviews 'Ba2' CFR/PDR for Upgrade
HASCO MEDICAL: Peter Messineo Raises Going Concern Doubt

HAWKER BEECHCRAFT: S&P Lowers Corporate Credit Rating to 'CC'
HAWKER BEECHCRAFT: S&P Lowers Corporate Credit Rating to 'SD'
HERCULES OFFSHORE: Enters Into Purchase Agreement with Deutsche
HGI HOLDING: S&P Hikes Corp. Credit Rating to 'B+'; Outlook Stable
HILCORP ENERGY: Moody's Reviews 'Ba3' CFR/PDR for Upgrade

IMH FINANCIAL: Incurs $35.2 Million Net Loss in 2011
IMPERIAL CAPITAL: Court Approves Disclosure Statement
IMPERIAL PETROLEUM: Delays Form 10-Q for Jan. 31 Quarter
INNER CITY: Entercom to Acquire San Francisco KBLX-FM
INTERLEUKIN GENETICS: Grant Thornton Raises Going Concern Doubt

INTERNATIONAL TEXTILE: Incurs $69.4 Million Net Loss in 2011
JEFFERSON COUNTY: Bond Insurer Appeals for Case to Be Tossed
JEFFERSON COUNTY: To Default on April 1 Bond Payment
JEFFERSON COUNTY: To Skip General Obligation Bond Payments
JEFFERSON COUNTY: Moody's Downgrades Rating on GO Debt to 'Caa3'

JOHN HANCOCK: Deutsche Bank, NorthStar Near Deal on Tower
LANTHEUS MEDICAL: S&P Puts 'B+' Corp. Credit Rating on Watch Neg
LEE ENTERPRISES: To Expand Online Subscription Plan
LIFECARE HOLDINGS: Incurs $34.8 Million Net Loss in 2011
LIQUIDMETAL TECHNOLOGIES: Posts $6.1 Million Net Income in 2011

LOS ANGELES DODGERS: Look to Nix $131MM Claim from Owner's Divorce
LYONDELL CHEMICAL: BNY Seeks to Duck Suit Over $1BB Losses
MARKETING WORLDWIDE: Angus Gillis Discloses 13.9% Equity Stake
MEG ENERGY: Moody's Reviews 'B1' CFR/PDR for Upgrade
MEMC ELECTRONIC: S&P Keeps 'BB' Ratings on Watch Negative

MICHAELS STORES: S&P Puts B- Corp. Credit Rating on Watch Positive
MIDWEST GAMING: S&P Hikes Corp. Credit Rating to 'B+'; Outlook Pos
MILACRON INC: Avenue Capital Inks Sale Deal With CCMP Capital
MIT HOLDING: Delays Form 10-K for 2011
MOBILITIE INVESTMENTS: Moody's Withdraws 'B2' Corp. Family Rating

MOBILITIE INVESTMENTS: S&P Withdraws 'B' CCR After SBA Merger
MPG OFFICE: Completes Disposition of Non-Core Assets
MSCI INC: S&P Affirms 'BB' Corp. Credit Rating; Outlook Positive
MUNICIPAL CORRECTIONS: Wants Involuntary Ch. 11 Heard in Georgia
NEDAK ETHANOL: Net Loss Down to $781,900 in 2011

NEONODE INC: Incurs $17.1 Million Net Loss in 2011
NESCO LLC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
NET ELEMENT: Incurs $24.8 Million Net Loss in 2011
NEW HOPE PERSONAL: Wants to Withdraw Chapter 11 Petition
NGPL PIPECO: Moody's Lowers Corporate Family Rating to 'Ba3'

NISKA GAS: S&P Cuts Corp. Credit Rating to 'BB-' on Weak Metrics
NOBILITY HOMES: Receives NASDAQ Notice of Non-Compliance
NORTEL NETWORKS: Seeks Appointment of Neutral Mediator
NORTEL NETWORKS: Seeks Mediator to Break Benefits Standoff
NORTHERN BERKSHIRE: Taps Bulkley Richardson as Labor Counsel

NORTHERN BERKSHIRE: Taps Denterlein as Communications Consultant
NORTHWESTERN STONE: Court OKs Deal for Cash Access for 6 Months
NORTHWESTERN STONE: Asks for May 16 Extension for Schedules
NUTRA PHARMA: Has $10MM Equity Purchase Pact with Southridge
NUVILEX INC: Delays Form 10-Q for Jan. 31 Quarter

OASIS PETROLEUM: Moody's Puts CFR/PDR on Review for Upgrade
OMPHALOS CORP: KCCW Accountancy Raises Going Concern Doubt
OPTIMUMBANK HOLDINGS: Net Loss Down to $3.7 Million in 2011
ORCKIT COMMUNICATIONS: NASDAQ Grants Request for Continued Listing
ORION ENERGY: Receives Approval From NYSE Amex on Compliance Plan

OSI RESTAURANT: Reports $89.9 Million Net Income in 2011
PACER MANAGEMENT: Wins Interim Court OK on Cash Use & DIP Loan
PACER MANAGEMENT: Won't Object to Appointment of Ombudsman
PACER MANAGEMENT: Seeks Court OK to Hire DelCotto Law Group
PDC ENERGY: Moody's Puts 'B2' CFR/PDR on Review for Upgrade

PENINSULA GAMING: S&P Affirms 'B+' Corp Credit Rating, Outlook Neg
PERKINS & MARIE: New CEO Tapped to Lead Revamped Firm
PHILADELPHIA NEWSPAPERS: Investors Buy Newspaper for $55 Million
PHYSIOTHERAPY ASSOCIATES: S&P Assigns 'B' Corporate Credit Rating
PINNACLE AIRLINES: Wants to Continue L/C & Surety Bond Programs

PINNACLE AIRLINES: Hiring Epiq as Claims and Noticing Agent
PINNACLE AIRLINES: Wants Schedules Filing Deadline Moved to May 31
PINNACLE AIRLINES: USW to Demand Accountability in Restructuring
PMI GROUP: Plan Exclusivity Period Extended to May 21
PROASSURANCE CORP: Moody's Issues Summary Credit Opinion

PROVIDENT COMMUNITY: Posts $190,000 Net Loss in 2011
QUAD/GRAPHICS: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Neg
QUANTUM CORP: Moody's Withdraws 'B2' Coporate Family Rating
QUANTUM FUEL: Empery Asset Discloses 9.9% Equity Stake
RADIO ONE: Reports $12.9 Million Consolidated Net Income in 2011

REAL MEX: Completes Sale to Bondholders, Exits Chapter 11
REAL MEX: S&P Withdraws 'D' Corporate Credit Rating
REDDY ICE: S&P Lowers Corp. Credit Rating to 'CC'; Outlook Neg
REID PARK: Court Approves BeachFleischman as Accountant
REID PARK: Wants to Expand Employment of Doris Parker

REID PARK: Plan Confirmation Hearings Begin
RESPONSE BIOMEDICAL: Recurring Losses Cue Going Concern Doubt
REXNORD LLC: S&P Raises Corp. Credit Rating to 'B+'; Off Watch
ROOMSTORE INC: Plans to Close Remaining Stores in Texas
ROSETTA RESOURCES: Moody's Reviews 'B2' CFR/PDR for Upgrade

RUBICON FINANCIAL: Weaver Martin Raises Going Concern Doubt
SAAB AUTOMOBILE: Ally Fin'l Gets Right to Sell 900 Cars in U.S.
SANDRIDGE ENERGY: Moody's Reviews 'B2' CFR/PDR for Upgrade
SANDRIDGE ENERGY: S&P Raises Corporate Credit Rating to 'B'
SEARCHMEDIA HOLDINGS: Linden Does Not Own Ordinary Shares

SEARS HOLDINGS: Loses Marketing Chief as Exec Turnover Continues
SEARS HOLDINGS: Seeks Offers for Lands' End, Works to Raise Cash
SEAHAWK DRILLING: Court Rejects Arena Offshore's Indemnity Claim
SENTINEL MANAGEMENT: Court Rules in SEC Suit Against Execs
SHERIDAN INVESTMENT: Moody's Reviews 'B2' CFR for Upgrade

SIGNATURE GROUP: Shares of Stock Move to OTCQX
SKINNY NUTRITIONAL: Delays Form 10-K for 2011
SOLAR TRUST OF AMERICA: Files for Chapter 11 in Delaware
SOLYNDRA LLC: Requests More Time to File Chapter 11 Plan
SP NEWSPRINT: Creditors Seek to Probe Company Led By Brant

SP NEWSPRINT: Creditors Seek Docs on Mgt Fees to Insider Co.
SPANISH BROADCASTING: Reports $23.7 Million Net Income in 2011
SPECIALTY PRODUCTS: Mediation in Asbestos Dispute Fails
SPRINGLEAF FINANCE: Hires Restructuring Lawyers
SPROUTS FARMERS: S&P Affirms 'B+' Corporate Credit Rating

STANADYNE HOLDINGS: Widens Loss to $32.5 Million in 2011
STEEL DYNAMICS: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Pos
STERLING INFOSYSTEMS: S&P Assigns 'B' Corporate Credit Rating
STOCKTON, CA: Muni Insurers, Calpers Join Pre-Bankruptcy Talks
STONE ENERGY: Moody's Reviews 'B3' CFR/PDR for Upgrade

SWIFT ENERGY: Moody's Reviews 'B2' CFR/PDR for Upgrade
TEXAS STUDENT: S&P Lowers Rating on Series 2001A Bonds to 'B'
TRAILER BRIDGE: Terminates Registration of Company's Common Stock
TRAILER BRIDGE: Terminates Company's Stock Incentive Plan
TRIBUNE CO: DIRECTV Files Complaint With FCC

TRIBUNE CO: Removal Period Extended to June 30
TRIBUNE CO: Accord With Maryland Comptroller Approved
TRIBUNE CO: ERISA Suit Dismissed After Settlement
TRIDENT MICROSYSTEMS: Sigma Designs Selected to Purchase Business
TOWN SPORTS: Moody's Upgrades CFR to 'B1'; Outlook Stable

UNIT CORP: Moody's Reviews 'B1' CFR/PDR for Possible Upgrade
USG CORP: Prices 7.875% Senior Notes Due 2020
VANTAGE DRILLING: S&P Keeps 'B-' Corp Credit Rating, Outlook Pos
VELO HOLDINGS: V2V Files for Chapter 11, Has Deal With Lenders
W&T OFFSHORE: Moody's Reviews CFR/PDR for Upgrade

WARNER SPRINGS: Files List of 20 Largest Unsecured Creditors
WARNER SPRINGS: Files Schedules of Assets and Liabilities
WARNER SPRINGS: Sec. 341(a) Creditors' Meeting Set for April 10
WESTERN MOHEGAN: Former Lawyers Seek Dismissal of Ch.11 Petition
WYANDANCH UNION: Moody's Affirms 'Ba1' Rating on GO Bonds

* Oaktree Capital Sees IPO of 11.3MM Units at $43 to $46 Each
* Junk Bond Market Swells as Borrowing Costs Remain Low
* Jeffrey Cohen Joins Ballard Spahr's Denver Office
* Goldman Sachs Aims for 'Friendly Foreclosure' Deal in Seattle

* Large Banks Cut Their Soured Commercial Real Estate Debt
* Keystone National Seeks US$150MM for Its Latest Vehicle
* So Much Money, So Few Deals After Bankruptcy Pay Bonanza
* Some Clean-Energy Loans on Energy Department 'Watch List'

* James Dubow Rejoins Alvarez & Marsal to Lead Asia Group
* Kramer Levin Promotes Joshua Brody to Partner
* Greenberg Traurig Promotes John Elrod to Shareholder
* Dewey & Leboeuf Revamps its Leadership Structure

* Upcoming Meetings, Conferences and Seminars


                            *********


1ST FINANCIAL: Elliott Davis Raises Going Concern Doubt
-------------------------------------------------------
1st Financial Services Corporation filed its annual report on Form
10-K for the fiscal year ended Dec. 31, 2011.

Elliott Davis PLLC, in Greenville, South Carolina, expressed
substantial doubt about 1st Financial Services' 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, Mountain First Bank & Trust Company, is under a
regulatory Consent Order with the Federal Deposit Insurance
Corporation and the North Carolina Commissioner of Banks that
requires, among other provisions, capital ratios to be maintained
at certain heightened levels.  "In addition, the Company is under
a Written Agreement with the Federal Reserve Bank of Richmond that
requires, among other provisions, the submission and
implementation of a capital plan to improve the Company and the
Bank's capital levels.  As of Dec. 31, 2011, both the Bank and the
Company are considered "significantly undercapitalized" based on
their respective regulatory capital levels."

The Company reported a net loss of $20.5 million on net interest
income of $20.5 million for 2011, compared with a net loss of
$5.3 million on interest income of $20.4 million for 2010.

"The larger net loss was driven primarily by a $12.9 million
increase in income tax expense related to the Company's
establishment of a full allowance against its deferred tax asset
and a $3.3 million incremental provision for loan loss expense in
2011 (total of $15.8 million), compared to 2010 (total of
$12.5 million)."

Noninterest income was $8.7 million for 2011, as compared with
$8.3 million for 2010.

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

                       http://is.gd/bC5kIG

                       About 1st Financial

Hendersonville, North Carolina-based 1st Financial Services
Corporation is the bank holding company for Mountain 1st Bank &
Trust Company (the Bank).  1st Financial has essentially no other
assets or liabilities other than its investment in the Bank.  1st
Financial's business activity consists of directing the activities
of the Bank.  The Bank has a wholly owned subsidiary, Clear Focus
Holdings LLC.

The Bank was incorporated under the laws of the state of North
Carolina on April 30, 2004, and opened for business on May 14,
2004, as a North Carolina chartered commercial bank.  At Dec. 31,
2011, the Bank was engaged in general commercial banking primarily
in nine western North Carolina counties: Buncombe, Catawba,
Cleveland, Haywood, Henderson, McDowell, Polk, Rutherford, and
Transylvania.  The Bank operates under the banking laws of North
Carolina and the rules and regulations of the Federal Deposit
Insurance Corporation (the FDIC).

As a North Carolina bank, the Bank is subject to examination and
regulation by the FDIC and the North Carolina Commissioner of
Banks (the Commissioner).  The Bank is further subject to certain
regulations of the Federal Reserve governing reserve requirements
to be maintained against deposits and other matters.  The business
and regulation of the Bank are also subject to legislative changes
from time to time.

The Bank's primary market area is southwestern North Carolina.
Its main office and Hendersonville South office are located in
Hendersonville, North Carolina.  At Dec. 31, 2011, the Bank also
had full service branch offices in Asheville, Brevard, Columbus,
Etowah, Forest City, Fletcher, Hickory, Marion, Shelby, and
Waynesville, North Carolina.  The Bank's loans and deposits are
primarily generated from within its local market area.


23 EAST 39TH STREET: Case Conference Set for May 9
--------------------------------------------------
The Bankruptcy Court will hold a Case Conference on May 9, 2012,
at 9:45 a.m. at Courtroom 621 in the Chapter 11 case of 23 East
39th Street Developers LLC.

23 East 39th Street Developers LLC filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11304) on March 30, 2012.  The Debtor
estimated assets and debts of $10 million to $50 million as of the
Chapter 11 filing.

According to a state court filing, the Debtor bought in October
2007 a building on 23 East 39th Street in Bronx, New York, from
entity 23 East 39th Street Management Corp.  Subsequent to the
sale, Management leased the property from the Debtor and
subsequently vacated the property in May 2008.  A June 2009 post
by http://www.loopnet.com/the building is/was available for sale
for $16.5 million.  The property has two luxury residential
dwellings in addition to five stories of commercial space.  The
six-story building has 11,649 square feet of space.

Judge Robert E. Gerber oversees the case.  James O. Guy, Esq., in
Clifton Park, New York, serves as counsel to the Debtor.


3210 RIVERDALE ASSOC: Initial Case Conference Set for April 25
--------------------------------------------------------------
The Bankruptcy Court has scheduled an Initial Case Conference for
April 25, 2012, at 10:00 a.m. in Courtroom 601, in the Chapter 11
case of 3210 Riverdale Associates LLC.

3210 Riverdale Associates LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-11286) on March 29, 2012.  The Debtor, a
Single Asset Real Estate as defined in 11 U.S.C. Sec 101 (51B),
owns a property in 3210 Riverdale Avenue, in Bronx, New York.  The
Debtor estimated assets and debts are up to $50 million.

Judge James M. Peck oversees the case.  The Law Offices of Mark J.
Friedman P.C. serves as the Debtor's counsel.

According to the list of creditors, the Debtor has a 30 million
secured debt to 3210 Riverdale Avenue Partners and HSBC Capital.

A March 20, 2012 report by The Real Deal says that HSBC Capital
sought a sale of the property following a defaulted mezzanine loan
for the Bronx condominium project.  The owner of the Debtor,
developer Michael Waldman, filed a $40 million lawsuit to block
the sale.  Mr. Waldman, a boutique developer behind Harlem's
Walden, alleges that HSBC was engaged in fraud and predatory
lending after cutting funding on a construction loan.


ACADIA HEALTHCARE: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating to Franklin, Tenn.-based Acadia Healthcare Co. Inc.
The rating outlook is  stable.

"At the same time, we affirmed our 'B-' issue-level rating on its
existing unsecured notes (one notch below the corporate credit
rating). The '5' recovery rating remains unchanged and indicates
our expectation of modest (10%-30%) recovery of principal in the
event of payment default. The company increased its term loan to
$155 million from $130 million and its revolver size to $75
million from $30 million," S&P said.

"The company also has $155 million on its outstanding term loan
and a $75 million revolver, which we do not rate," S&P said.

"The rating on Acadia reflects its aggressive growth strategy and
highly leveraged financial risk profile,' said Standard & Poor's
credit analyst Tahira Wright. We characterize Acadia's business
risk profile as 'weak' because of the challenges it faces in
controlling its rapid expansion from a small base and its exposure
to uncertain third-party reimbursement. From a financial
perspective, growth funding is likely to keep leverage at or just
above 5x over the next year, even with the double-digit revenue
and EBITDA growth we expect and amortization payments mandated
under its credit facility," S&P said.

"Acadia's weak business risk profile further reflects significant
reimbursement risk with roughly 69% of its revenue derived from
Medicaid funding. This is a particular concern because state-
sponsored programs are facing budgetary pressure exacerbated by
current macroeconomic trends. Since Acadia's Medicaid revenues are
related to child and adolescent behavioral health services, there
may be political reluctance to cut such spending. Moreover, the
company's geographic diversification may blunt the threat of rate
cuts from one state. Still, this exposure -- and even
reimbursement tied to Medicare, commercial payors, and private
payors -- subject the company to reimbursement pressures," S&P
said.


ACTUANT CORP: Moody's Rates $250MM New Sr. Unsecured Notes 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the new
$250 million notes due 2022 of Actuant Corporation. The notes rank
pari passu with the company's current senior unsecured notes. The
company's SGL-2 liquidity rating was affirmed. The ratings outlook
remains stable.

Assignments:

$250 million senior unsecured notes rated Ba2 LGD5 79%

Affirmations:

  Issuer: Actuant Corporation

    Corporate Family Rating at Ba1

    Probability for Default at Ba1

    Sr Unsecured notes at Ba2 LGD5 79%

    Speculative Grade Liquidity Rating, Affirmed SGL-2

The rating outlook is stable.

Ratings Rationale

The rating on the company's new $250 million notes reflects their
senior unsecured status in the company's capital structure and
pari passu ranking with the company's other senior unsecured
notes. The notes are guaranteed on a full, joint and several
basis, by each of its domestic subsidiaries that currently
guarantee the bank credit agreement. An upgrade of the company's
senior unsecured debt, CFR, and PDR were among the rating actions
taken by Moody's on Friday March 30, 2012 (see Moody's Press
Release of that date for further information). The rating action
reflected Actuant's strengthening credit profile evidenced by
improvements in the company's leverage, profitability, and
liquidity, and Moody's expectations that the company will be able
to sustain strong credit metrics over the intermediate term.

The stable outlook considers the company's history of
supplementing growth through paced acquisitions and then applying
its significant cash flow towards paying down its debt.

An upgrade to investment grade over the short term is not likely
given the company's size, the highly cyclical nature of its
businesses, and its acquisition based growth strategy. Therefore,
for further positive ratings traction to develop, Actuant must
have above average credit metrics for the ratings category. These
metrics would include, but are not limited to, a debt to EBITDA
meaningfully below 2.0 times on a sustainable basis (including the
impact of acquisitions); free cash flow to debt anticipated to be
over 25% and EBITA to interest over 7.0 times. For an upgrade to
occur, the company would need to rely less on its revolver for
acquisitions, continue to experience strong free cash flow
generation, and its overall liquidity would need to be very good.

The rating or outlook could come under pressure if any of its
major operating segments was to perform weakly, or if EBITA to
interest was expected to be sustained below 5.0 times or if
leverage was expected to increase meaningfully above 2.5 times. A
large debt financed acquisition could result in a negative outlook
or even result in a ratings downgrade depending on multiple
factors including the company's plans to delever back to levels
more consistent with the rating category.

The principal methodology used in rating Actuant 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.

Actuant Corporation, with operations in more than 30 countries, is
a diversified global manufacturer of highly engineered position
and motion control systems and branded tools in a variety of
industries. The company has four business segments: Industrial
segment (approx. 26% of revenues), Energy segment (20%), and
Electrical segment (20%) Engineered Solutions segment (34%).
Revenues for the LTM period ended February 29, 2012, totaled $1.7
billion.


AE BIOFUELS: Eric McAfee Discloses 21.5% Equity Stake
-----------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Eric A. McAfee and McAfee Capital, LLC, disclosed
that, as of Sept. 30, 2011, they beneficially own 28,317,241
shares of common stock of Aemetis, Inc., formerly known as AE
Biofuels, Inc., representing 21.57% of the shares outstanding.
Mr. McAfee is the Chief Executive Officer and Chairman of the
Board of Aemetis.  A copy of the filing is available for free at:

                        http://is.gd/4jhD9O

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs.  The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks.  Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt
about AE Biofuels' ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring losses, and has a
working capital deficit and total stockholders' deficit as of
December 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.  The Company has not filed financial reports after
filing its Form 10-Q for the quarter ended Sept. 30, 2010.


AES IRONWOOD: S&P Affirms 'B' Rating on $308.5-Mil. Secured Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on AES
Ironwood's $308.5 million, 8.875% senior secured bonds due 2025.
The outlook is stable. "The '3' recovery rating, which is
unchanged, indicates our expectation of a meaningful (50% to 70%)
recovery if a default occurs," S&P said.

"AES Ironwood is a 705 megawatt (MW) combined-cycle natural-gas-
fired power plant in Lebanon, Penn. The facility began operation
in 2001 and, since July 1, 2008, PPL EnergyPlus LLC, an indirect
subsidiary of PPL Corp., has supplied natural gas to the facility
and receives its full electricity output pursuant to a tolling
agreement that expires in 2021," S&P said.

"On Feb. 27, 2012, PPL Corp. announced that a new indirect
subsidiary, PPL Ironwood Holdings LLC, is purchasing the member
interest in AES ironwood and AES Prescott, which together own and
operate AES Ironwood. AES Ironwood and AES Prescott will
subsequently undergo a name change to PPL Ironwood LLC and PPL
Prescott LLC. The sale is expected to close in second-quarter-2012
following the receipt of necessary regulatory approvals and third-
party consents," S&P said.

"The consideration that PPL Generation is paying is about $304
million (i.e., about $431/(kilowatt (kW)) consisting of about $87
million in cash, including about $4.8 million of net working
capital of the companies, plus about $217 million of net
outstanding project debt of AES Ironwood when the transaction
closes. As of Dec. 31, 2011, we estimate that about $228.3 million
($324/kW) of bonds will be outstanding," S&P said.

"The stable outlook reflects our view of an improving operating
performance represented in AES Ironwood's capacity factors," said
Standard & Poor's credit analyst Aneesh Prabhu.

"Higher variable O&M payments from higher dispatch could provide
incremental revenues even as AES Ironwood manages its cash flow
over the next two years when a modest increase in capacity
payments alleviates pressure on debt servicing. We expect
available unrestricted cash levels and, if required, the DSR to
support the project over the next year. A negative outlook will
result if a higher claim on cash during planned outages in the
intervening years pressures the liquidity position, and lower
ratings could follow. The signing of a term warranty, which now
subsumes coverage for parts and labor, as well as a successful
resolution of the netting arrangement between the project and
PPL EnergyPlus has resulted in an improvement in cash flow by
about $1 million and will favorably influence the project's
creditworthiness. An upgrade is unlikely in the near future, until
the project can demonstrates debt service levels that are
consistently above 1.2x," S&P said.


AFA FOODS: Files for Chapter 11 to Pursue Asset Sale
----------------------------------------------------
AFA Foods Inc., AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012.

AFA Foods disclosed that given recent changes in the market for
its ground beef products and the impact of negative media coverage
related to boneless lean beef trimmings -- BLBT -- it has
determined that the best way to preserve value for its
stakeholders is through an orderly sale of some or all of its
assets.

Prepetition, the Debtors retained FTI Consulting Inc. to assist in
the restructuring.  Imperial Capital LLC was tapped March 23, 2012
to market the Debtors' assets for sale.

However, due to the Debtors' strained liquidity and a drop in
sales of all ground been products driven by negative media
coverage, the Debtors opted to purse a Chapter 11 filing, says Ron
Allen, interim CEO.

The Debtors disclosed $219.6 million in assets and $197.3 million
in liabilities as of Feb. 26, 2012.

General Electric Capital Corp. and Bank of America Corp. are owed
$11.5 million under certain term loans and $47.9 million under a
revolving loan, secured by a first lien in substantially all of
the Debtors' assets.  Junior lenders, led by Yucaipa Corporate
Initiatives Fund II, LLC, as agent, are also owed $75.6 million
under a second lien credit facility.  Unsecured obligations total
$60 million as of the petition date.

                        DIP Financing

The bankruptcy will be financed with a $56 million loan from the
first lien lenders.

The DIP financing will provide an opportunity for the Debtors to
engage in an expedited sales process while in Chapter 11.

The DIP facility will mature in 120 days after the Petition Date.

The loan requires a quick-sale of the assets.  Under the terms of
the financing, the Debtors are required to:

   (i) no later than 14 days after the Petition Date, file a
motion under 11 U.S.C. Sec. 363 to sell substantially all assets
where the prepetition lenders would be the stalking horse bidder;

  (ii) no later than 28 days after the filing of the Bid
Procedures Motion, obtain approval of the Bid Procedures;

(iii) conduct an auction no later than 76 days after the Petition
Date;

  (iv) obtain approval of the sale no later than 5 business days
after the auction; and

   (v) consummate the sale no later than 87 days after the
Petition  Date.

                       First Day Hearing

Judge Mary Walrath convened a hearing on April 3.  The judge
approved the first day motions, including the requests to pay
prepetition claims of employees and essential suppliers.

The judge also granted interim approval to the proposed DIP
financing.  A hearing to consider final approval of the loan is
scheduled for April 24, 2012 at 2:00 p.m.

The Company expects to continue purchasing goods and services from
its suppliers and to pay suppliers in the normal course for all
goods and services delivered on or after today's filings, while
claims for goods and services delivered prior to the filings will
need to be addressed through the Chapter 11 process. The Company
hopes to maintain as many of its supplier relationships as
possible.

"As an industry leading ground beef processor, AFA Foods brings
significant value to customers, suppliers and potential buyers
based on our long-standing customer relationships, robust product
offering and proven focus on quality and safety," said Ronald
Allen, Interim CEO of AFA Foods.  "We believe an orderly sale
through Chapter 11 will allow us to unlock this value and provide
a smooth transition for our employees, customers and other
business partners."

Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reports that Tobias Keller, Esq., an attorney with Jones Day,
representing AFA, told the Bankruptcy Judge at Tuesday's hearing
that AFA hopes to find a buyer willing to save some of the beef
processing operation but won't try to survive the consumer
disaster that has hit the industry of ground-beef producers.

Mr. Keller said AFA plans to walk into a bankruptcy auction,
probably without an opening bidder, and close a deal within three
months.

"Mid-June? Is that what we're talking about? End of June for the
sale to be complete? Is that what we're talking about?? Judge
Walrath asked, DBR relates.

Mr. Keller also told the Court chances are the bankruptcy sale
won't raise enough to cover secured debt.

DBR notes not once during AFA?s debut hearing did Mr. Keller use
the term "pink slime," the label that made a common hamburger
additive notorious. He referred only to "another unfortunate
epithet that has been used more widely in the media" when talking
about the ground beef additive that caused a mass consumer recoil,
forcing AFA to abandon hope of surviving.

                       About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods is one of the
largest processors of ground beef products in the United States.
The Company has five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA has seven facilities capable of producing
800 million pound of ground beef annually. Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92
percent of the common stock and all of the preferred stock.

Kurtzman Carson Consultants is the claims and notice agent.


ALERIS CORP: Expects to Sell 31.25 Million Shares in IPO
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Aleris Corp.
estimated the size of its initial public offering at 31.25 million
shares.

                          About Aleris Corp.

Beachwood, Ohio-based Aleris International, Inc., is a global
manufacturer of aluminum products, serving primarily the
aerospace, building and construction, containers and packaging,
metal distribution, and transportation industries.  Through its 42
production facilities located across North America, Europe, and
China, the company specializes in the manufacture and sale of
aluminum rolled and extruded products; aluminum recycling; and
specification alloy manufacturing.  Its operations are split into
three reporting segments: Rolled Products North America (30% of
fiscal 2009 revenues), Recycling and Specification Alloys Americas
(19%), and Europe (51%).  During the 12 months ended Sept. 30,
2010, Aleris generated approximately $3.9 billion of revenues.

Aleris and various affiliates filed for bankruptcy (Bankr. D. Del.
Lead Case No. 09-10478) on Feb. 12, 2009.  The Hon. Brendan
Linehan Shannon presided over the cases.  Stephen Karotkin, Esq.,
and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New
York, served as lead counsel for the Debtors.  L. Katherine Good,
Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, served as local counsel.  Moelis &
Company LLC, acted as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of Dec. 31,
2008, the Debtors had total assets of US$4,168,700,000; and total
debts of US$3,978,699,000.

Judge Shannon confirmed Aleris' First Amended Plan of
Reorganization on May 13, 2010.  Aleris emerged from Chapter 11
protection on June 1, 2010.


ALLEGIANCE TELECOM: District Court Vacates Ruling on $8MM Escrow
----------------------------------------------------------------
District Judge P. Kevin Castel vacated an order of the bankruptcy
court (Robert D. Drain, U.S.B.J.) determining that the buyer of
assets from the debtors was entitled to roughly $8 million,
representing a portion of the purchase price paid into escrow by
the buyer, plus accumulated interest. The successor-in-interest to
the debtors took an appeal from the order, arguing that the
debtors, as the sellers of the assets, are entitled to the funds,
which were part of the purchase price.

Allegiance Telecom, Inc., and Allegiance Telecom Company Worldwide
filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No.
03-13057) on May 14, 2003.  Thereafter, Allegiance entered into an
Asset Purchase Agreement with XO Communications, LLC, whereby
Allegiance agreed to sell substantially all of its assets, a
telecommunications business for $311 million plus a specified
number of shares of XO common stock.  The APA was approved by the
bankruptcy court on Feb. 20, 2004.

According to the APA, in the event that XO began operating the
Business before the sale closed, XO would pay the purchase price
immediately but would deposit a portion of the purchase price in
an escrow account.  The funds in the escrow account would cover
adjustments to the purchase price necessitated by any discrepancy
between Allegiance's estimate of the working capital of the
Business and the actual working capital on the day XO took over
operations.  The APA provided that any adjustments to the purchase
price were to be paid exclusively out of the escrowed funds, with
the balance, if any, paid to Allegiance.

The APA further provided that XO's assessment of the working
capital of the Business on the day it took over operations would
become the Final Working Capital -- and become the basis for
purchase price adjustments -- unless Allegiance disputed the
assessment.  In the event Allegiance did dispute XO's assessment,
Allegiance and XO were to submit the dispute to an "Accounting
Referee," whose decision would be final and binding.

On June 12, 2007, the parties commenced an accounting proceeding
before an Accounting Referee.  The bankruptcy court stayed an
adversary proceeding relating to the working capital adjustments
pending the delivery of the Accounting Referee's report.

While the Accounting Proceeding was pending, the parties reached a
global settlement of many and varied disputes of which the
Accounting Proceeding was but one.  The Settlement Agreement,
which was approved by the bankruptcy court on Nov. 5, 2008,
required Allegiance to pay XO the net amount of $57,396,904.  The
net figure included a credit in the aggregate amount of $2,897,591
in favor of Allegiance "in full satisfaction of all of the
Parties' respective claims and counterclaims" in the Accounting
Proceeding and certain other litigations.  The Settlement
Agreement does not otherwise explain how the $2,897,591 figure was
calculated.

As part of the Settlement Agreement, the parties agreed to notify
the Accounting Referee that they had discontinued the Accounting
Proceeding.  Elsewhere, the Settlement Agreement contained broad
and sweeping mutual releases of "any and all claims . . . for any
reason whatsoever, arising from or in any way related to the APA."
The Settlement Agreement -- and the application to the Court for
its approval -- are silent as to the disposition of the escrowed
funds. The Court approved the Settlement Agreement on Nov. 5,
2008.

Two and one-half years after the Settlement Agreement, and about
seven months after the closing of the Chapter 11 cases, the Plan
Administrator, as successor-in-interest to Allegiance, moved to
reopen the debtors' cases because the "debtor inadvertently
fail[ed] to administer assets prior to the closing of the
bankruptcy case."  The Plan Administrator had applied for and, on
Oct. 26, 2010, was granted a final decree closing Allegiance's
Chapter 11 cases.  The bankruptcy cases were reopened by Order of
June 1, 2011.  Thereafter, the Plan Administrator moved for an
"Order Enforcing [the] Settlement Agreement . . . and Determining
Ownership of Escrowed Funds."  XO cross-moved "Seeking Release to
It of [the] Escrowed Funds" and objecting to the Plan
Administrator's motion.

Judge Drain held a hearing on the motions, at the conclusion of
which he expressed a "preliminary view."  The bankruptcy court
tentatively concluded that because XO placed the money into the
escrow, it had a reversionary interest in the money.  After
receiving further briefing on the issue, the bankruptcy court
issued an order on Oct. 17, 2011, denying Allegiance's motion,
granting XO's cross-motion and directing the escrow agent to
release the funds to XO.

The appeal followed.

In his ruling, the judge said the matter referred to the
bankruptcy court with direction to grant the motion of Allegiance
and deny the motion of XO.

The appellate case is Eugene I. Davis, as the Plan Administrator
of Allegiance Telecom Liquidating Trust, Appellant, v. XO
Communications, LLC, Appellee, No. 03-13057 ( S.D.N.Y.).

A copy of the Court's March 28, 2012 Memorandum and Order is
available at http://is.gd/PcnhFzfrom Leagle.com.

The Plan Administrator of Allegiance Telecom Liquidating Trust is
represented byAbid Qureshi, Esq., at Akin Gump Strauss Hauer &
Feld LLP.

XO Communications, LLC, is represented by Emilio A. Galvan, Esq.,
and Martin S. Siegel, Esq., at Brown Rudnick LLP.

Headquartered in Dallas, Texas, Allegiance Telecom, Inc. --
http://www.algx.com/-- was a facilities-based national local
exchange carrier.  Allegiance offered "One source for business
telecom(TM)" -- a complete telecommunications package, including
local, long distance, international calling, high-speed data
transmission and Internet services and a full suite of customer
premise communications equipment and service offerings.

When the Company filed for protection from its creditors, it
listed $1,441,218,000 in assets and $1,397,494,000 in debts.  The
Court confirmed the Company's Third Amended Joint Plan of
Reorganization in June 2004.


ALTA MESA: Moody's Reviews 'B2' CFR/PDR for Upgrade
---------------------------------------------------
Moody's Investors Service placed Alta Mesa Holdings, LP's B2
Corporate Family Rating, B2 Probability of Default Rating, and B3
senior unsecured note rating on review for upgrade. Alta Mesa is
one of a number of companies identified by Moody's as being well
positioned to benefit from recent industry technological advances
and sustained high oil prices.

Ratings Rationale

Alta Mesa has continued to steadily boost its oil and natural gas
liquids production. In February 2012, the company's production mix
had 33% liquids which is expected to grow to 40% by the end of
2012. The Weeks Island assets contain Alta Mesa's largest
developed reserves and have been a consistent source of oil
production while its Eagle Ford properties also have good
potential.

Eagle Ford production was 1,800 barrels of oil equivalent per day
by February 2012, up 86% from the third quarter of 2011. The
company is well positioned to use the advanced horizontal drilling
and hydraulic fracturing technology in the Eagle Ford Shale and
show rapid production and reserves growth through 2013.

Additionally, the company has over 100% of its expected Proved
Developed Producing (PDP) production hedged for the 2012 - 2016
time frame at an average floor price of $99.32 per barrel and
$4.78 per MMbtu.

The ratings review is expected to be concluded over the next three
months. Any change in ratings will likely be limited to a one
notch upgrade.

The principal methodology used in rating Alta Mesa 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.

Alta Mesa is an exploration and production partnership that is
focused on acquiring and exploiting mature onshore properties in
Texas, South Louisiana, and Oklahoma.


AMERICAN AIRLINES: US Airways Talking to AMR Creditors
------------------------------------------------------
Mike Spector and Susan Carey, writing for The Wall Street Journal,
report that people familiar with the matter said US Airways Group
Inc. has talked to some American Airlines creditors, saying
merging the two carriers could yield more than $1.5 billion a year
in added revenue and cost savings.  The talks between US Airways
and creditors of AMR Corp., American's parent, could amount to an
end-run around AMR's efforts to negotiate a plan with its unions
and bondholders to emerge from bankruptcy protection as an
independent airline.

The sources told the Journal US Airways hasn't engaged in formal
discussions with AMR's unsecured creditors committee, but its
representatives have held informal talks over the past few weeks
with various creditor advisers, who have been receptive to its
overtures.  The sources also said US Airways has gotten more
aggressive since American recently asked a judge for permission to
reject labor contracts to garner large cost cuts.

American's three main unions all sit on AMR's creditors committee.
According to WSJ's sources, US Airways has told AMR creditors that
combining the airlines could produce roughly $1 billion in
additional revenues and about $500 million in mostly non-labor
cost savings.  Some people familiar with the matter also said the
total synergies from combining American, the nation's No. 3
airline by traffic, and No. 5 US Airways could surpass $2 billion,
though the analysis hasn't been finalized.  The combined airlines
would be much closer in size to industry leaders United
Continental Holdings Inc. -- a product of a 2010 merger between
United Air Lines and Continental -- and Delta Air Lines Inc.,
which acquired Northwest Airlines.

WSJ notes AMR's chief executive, Tom Horton, has been open to
further airline consolidation, but has said he doesn't want to
explore any deals until his company emerges from bankruptcy
proceedings.

AMR's plan to emerge from Chapter 11 protection eventually will
require the blessing of its creditors, giving them leverage in
discussions with both American and US Airways, should US Airways
continue to press its case.  One person, according to WSJ, said US
Airways could try to persuade the unions representing pilots,
flight attendants, mechanics, airport ground workers and others,
that the higher revenue the combined airline would generate could
be shared with labor by way of less-drastic contract concessions
than AMR is seeking.

                     About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: BCG Okayed as Strategic Consultants
------------------------------------------------------
Bankruptcy Judge Sean Lane authorized AMR Corp. and its
affiliates' employment of The Boston Consulting Group, Inc., as
their strategic consultants, nunc pro tunc to January 9, 2012, for
reasons stated at the hearing.

All objections to the Debtors' Application that have not been
withdrawn, waived, or settled are hereby overruled on the merits,
Judge Lane ruled.

Any BCG consultants holding shares of AMR Corporation stock are
authorized and required to sell such stock as soon as practicable.

The Debtors are further authorized to pay BCG the amounts owed
for postpetition work done in the ordinary course of business,
provided, however, that prior to any such payment, BCG and the
Debtors will provide the Official Committee of Unsecured
Creditors and the U.S. Trustee for Region 2 information regarding
the services rendered and the amounts charged.  In the event the
Committee or the U.S. Trustee objects to all or any portion of
the payment on a project, the Debtors will not pay the disputed
amounts to BCG until further order of the Court.

After the completion of BCG's services rendered pursuant to the
Management Cascade Statement of Work, the Debtors will provide
written notice to the U.S. Trustee and counsel for the Committee
that such services are completed, Judge Lane ruled.

As the Debtors' strategic consultant, BCG has agreed to facilitate
a dedicated project to help the Debtors redesign and realign their
current management structure.  The "Cascade Project" will enable
the Debtors to, among other things, (i) ensure that the right
management teams are working on the right tasks; (ii) design a
management structure that fosters accountability and high
performance, adaptability, and fast, effective decision making;
and (iii) create an efficient cost structure.  The Cascade Project
is a collaborative effort, with BCG team leaders working with Tom
Horton, the Debtors' Chairman, Chief Executive Officer and
President, and management to create an effective organizational
structure.

The Debtors propose to pay BCG for services rendered in connection
with the Cascade Project: a flat fee of $254,500 per week for the
first six weeks and a flat fee of $392,500 per week for the final
26 weeks, with the total cost not to exceed $11,732,000.  BCG's
rates include any costs for reasonable expenses that it may incur.

Ken Keverian, a senior partner and managing director at BCG,
disclosed that during the 90-day period before the Petition Date,
his firm received one payment from the Debtors for $1,160,000 for
work done in July 2011.  BCG agreed to waive its prepetition claim
of $6,503,200 for work under the several projects with the Debtors
upon entry of an order approving the Debtors' Application.

Mr. Keverian further discloses that the personnel related to the
connections will not be working on the proposed engagement: (a) a
BCG employee's husband served as a law clerk to Judge Allan L.
Gropper of the U.S. Bankruptcy Court for the Southern District of
New York and (b) a BCG employee serves on a board of school with
Judge Gropper.  Nonetheless, he assures the Court that BCG is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Skadden Arps Approved as Committee Counsel
-------------------------------------------------------------
Judge Sean Lane authorized the Official Committee of Unsecured
Creditors in AMR Corp.'s cases to retain Skadden, Arps, Slate,
Meagher & Flom LLP and affiliates as its counsel, nunc pro tunc to
December 5, 2011.

The Court noted in its order it was advised that the objection of
the U.S. Trustee for Region 2 as it relates to the Creditors'
Committee's retention of Skadden is resolved through the entry of
the Court's order.

John Wm. Butler, Jr., Esq., a partner at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago, Illinois, disclosed that American
Airlines and Citibank, N.A. are parties to an AAdvantage
Participation Agreement and related agreements.  Skadden has
determined that it will not represent the Creditors' Committee in
matters litigated in the Court adverse to Citibank relating to the
Participation Agreement.  Any such contested matters will be
handled by Togut, Segal & Segal LLP, he said.  He further
disclosed that at the Creditors' Committee's request and with his
firm's participation, Moelis & Company LLC and Mesirow Financial
Consulting, LLC as financial professionals of the Creditors
Committee developed a protocol setting forth a division of
responsibilities as set forth in their employment applications.
The Creditors' Committee believes that Moelis' services will
complement, and not duplicate, the services to be rendered by
Mesirow, he adds.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Disputes Bid to Bar PSA Contract Changes
-----------------------------------------------------------
AMR Corp. and its affiliates, the Official Committee of Unsecured
Creditors and the Allied Pilots Association respond to the Ad Hoc
Committee of Passenger Service Agreements' motion to enjoin the
Debtors from making unilateral changes in the terms and conditions
of employment of their non-union passenger service agents.

The PSAs seek its extraordinary relief based upon Section 1113 of
the Bankruptcy Code where no collective bargaining agreement
subject to Section 1113 exists with the Communication Workers of
America or which in any way covers any of the PSAs, Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York
contends, counsel to the Debtors.  Notably, the Railway Labor Act
does not require a carrier to maintain the status quo in terms
and conditions of employment in the absence of an initial CBA or
a subsequently operative CBA, neither of which exists in the AMR
case, Mr. Karotkin avers.

The PSAs seek injunctive relief which under Rule 7001(7) of the
Federal Rules of Bankruptcy Procedure must be sought pursuant to
an adversary proceeding, Mr. Karotkin points out.  Indeed,
resolution of allegations that possible changes in terms and
conditions of employment of the PSAs would violate the National
Mediation Board's doctrine requiring maintenance of so-called
"laboratory conditions" during a union organizing campaign is
properly within the jurisdiction of the NMB, he asserts.  In any
event, no violation of laboratory conditions exists here, he
insists.

Any changes that might occur will be implemented because such
changes, if made, will be precipitated by business necessity, Mr.
Karotkin says.  "As American has made abundantly clear, labor
cost reductions are a critical element of its reorganization
effort and necessary to the success of these reorganization
cases," he maintains.

In conjunction, the Official Committee of Unsecured Creditors
stresses that the Debtors must either soon reach a consensual
resolution with their labor organizations that results in market
based collective bargaining agreements or the Debtors will have
no alternative but to take requisite action to seek to
demonstrate their good faith compliance with the "stair-step"
requirements of Section 1113.  However, with respect to the
Debtors' employees that are not subject to Section 1113 -- such
as the PSAs -- the Court should resist any intervention not
otherwise required by the Bankruptcy Court in order to allow the
Debtors to proceed with their efforts to achieve a market based
cost structure, the Creditors' Committee says.

The Creditors' Committee recognizes that certain provisions of
the Bankruptcy Code may require the Debtors to bring some matters
to the Court, such as when the Debtors decide to take actions
outside of the ordinary course of business, but Section 1113 is
not implicated in this instance.

The APA notes that in labor matters over which the RLA gives the
NMB exclusive jurisdiction, including mediation and
representation proceedings, the Court must defer to the NMB's
jurisdiction and police power.  To that limited extent, the APA
objects to the PSAs' Motion.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: U.S. Bank's Adequate Protection Plea Denied
--------------------------------------------------------------
Bankruptcy Judge Sean Lane denied the request of U.S. Bank Trust
National Association, as trustee, for an order conditioning AMR
Corp. and its affiliates' use of property on adequate protection
for the reasons stated at the hearing.

Before entry of the order, the Debtors and the Official Committee
of Unsecured Creditors objected to the U.S. Bank Motion.

U.S. Bank sought adequate protection of an asserted interest in
collateral securing $450 million in principal amount of certain
10.5% notes due 2012 issued by American Airlines pursuant to an
October 2009 indenture.  The Notes are secured by collateral
consisting of 143 aircraft and engine parts and approximately
$41.5 million of cash collateral.

Counsel to the Debtors, Stephen Karotkin, Esq., at Weil, Gotshal
& Manges LLP, in New York, argued that the aggregate value of the
collateral per most recent appraisals furnished to the Indenture
Trustee is in excess of $985 million, which amounts to a greater
than 115% equity cushion.  Under established precedent, this
overwhelmingly equity cushion in and of itself constitutes
adequate protection and nothing is further is required, he
insisted.  He pointed out that the Debtors are maintaining the
Collateral in accordance with a program approved by the Federal
Aviation Administration, applicable law and regulations, and the
terms of the Indenture and related security agreement.

"The Trustee's unfounded insinuations about maintenance issues
are just wrong and, in fact, reckless," Mr. Karotkin told the
Court.  "Additionally, there is no diminution in value of the
Collateral as a result of the imposition of the automatic stay,
and the Trustee's conclusory and factually deficient allegations
cannot change this inescapable conclusion."

The Creditors' Committee joined in the Debtors' objection.  By
its admission, the Indenture Trustee states that the balance
under the Senior Secured Notes represents only 44% of the value
of the Collateral and is thus adequately protected by an
substantial equity cushion, averred John Wm. Butler, Jr., Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, counsel
to the Creditors' Committee.

There is also no basis for the Indenture Trustee to conclude that
"the costs . . . of repossession and remarketing any returned
Aircraft ought to be considered" will consume American's very
substantial equity cushion, Mr. Butler pointed out.  Nor does
American's purported breach of the balance-to-collateral ratio
under the prepetition Indenture demonstrate that the Indenture
Trustee lacks adequate protection, he maintained.

In response, the Indenture Trustee said it agrees that at the
current time it is oversecured, however, it believes that its
equity cushion in the absence of adequate protection may erode
rapidly.  The Indenture Trustee also disputed that the value of
the Aircraft is in excess of $985 million and accompanying 44%
current loan-to-value ratio of the Aircraft per AVITAS, Inc.'s
appraisal.

John Vitale, president of AVITAS, which was hired by the
Indenture Trustee, disclosed that the adjusted current market
value of the aircraft as of January 2012 was approximately $804.8
million based on the actual maintenance status disclosed to the
Indenture Trustee.  He also said that the 44% ratio was
calculated purportedly in the manner set forth in the Indenture
based upon the same desktop appraisals used by the Debtors to
determine the $985 million value of the Aircraft.

"While the Debtors argue that they have continued to perform the
maintenance on the Aircraft as and when it becomes due, and the
Indenture Trustee hopes that they are doing so, the Indenture
Trustee has no guarantee that the Debtors are in fact maintaining
the Aircraft properly and that they will continue to perform this
maintenance in the future" counsel to the Indenture Trustee,
Craig M. Price, Esq., at Chapman and Cutler LLP, in Chicago,
Illinois, told Judge Lane.  Because the value of an Aircraft has
significant swings in value due to the maintenance condition of
the Aircraft, a large equity cushion is mandated, he insisted.

The Indenture Trustee filed with the Court an errata sheet with
respect to Mr. Vitale's declaration, which was attached to the
Indenture Trustee's response.  Specifically, paragraph 10 of the
Vitale Affidavit references an Adjusted Current Market Value of
$809.7 million.  Consistent with the remainder of the Affidavit,
the actual number should be $804.8 million, Mr. Price said.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN APPAREL: Has $80 Million Credit Facility with Crystal
--------------------------------------------------------------
American Apparel, Inc., has replaced its existing $75 million
senior credit facility that was due to expire in July 2012 with a
three year $80 million Senior Credit Facility with Crystal
Financial LLC as Administrative Agent and Salus Capital Partners,
LLC as Documentation Agent.  In addition, the Company has amended
and extended the maturity of its second lien credit facility with
Lion Capital, LLP, and affiliates.  These actions, when taken
together, will provide the Company with additional borrowing
capacity and financial flexibility as it continues to build upon
recent positive momentum in its business.

The Credit Facility is composed of a $30 million term loan with
the balance of the commitment being provided as revolving credit.
Borrowings are at 900 basis points over the LIBOR rate and are
secured by substantially all of the assets of the Company. The
Credit Facility matures on March 13, 2015.

The Company has also extended the maturity date of the Second Lien
Loan by two years to Dec. 31, 2015, and has negotiated an easing
of the minimum EBITDA financial covenant of the Second Lien Loan.
In addition, the Company has agreed that with respect to interest
accruing from and after Sept. 1, 2012, it will pay a minimum of 5%
of each interest payment on outstanding principal under the Second
Lien Loan in cash.  In connection with the extension, the Company
agreed that if it fails to maintain specified minimum quarterly
EBITDA targets as defined in the extension amendment the exercise
price of Lion's outstanding warrants will be reduced by $0.25.
The Company also extended the maturity of the warrants by four
years.

Comment of Dov Charney, Chairman and CEO of American Apparel, Inc:

"These financial agreements, coupled with improved financial
performance, will provide added flexibility in delivering upon our
operating plan for 2012 and beyond.  We have made steady progress
in building sales and improving our financial performance in the
past year; securing the refinancing of our debt should provide our
stakeholders with confidence about our ability to continue our
momentum and deliver upon our commitments.  We have significant
goals for our 2012 performance and so far we are off to a good
start.

Crystal Financial has significant retail experience, understands
our business and has an appreciation of the significance of the
recent improvements in our operating performance.  We are
fortunate to have them as a new business partner.  Also, the vote
of confidence and support from Lion Capital by way of the loan
extension and other accommodations is also significant. We truly
value their partnership."

Comment of Stephen Krawchuk, Managing Director of Crystal
Financial LLC:

"American Apparel has made great strides over the past year in
improving its overall financial performance and we are pleased to
be in a position to provide them with the financial flexibility
needed to continue to build upon that momentum.  The transactions
announced today will provide an immediate benefit to American
Apparel and we look forward to a long and mutually beneficial
relationship with the Company."

Comment of John Luttrell, CFO of American Apparel, Inc:

"We had several objectives related to the refinancing of our
capital structure.  We wanted to replace our existing senior
credit facility with a long-term facility at commercially
appropriate rates with additional capacity.  This Credit Facility
meets all of those criteria.  We also hoped to extend the Lion
debt in a manner that would not dilute our equity shareholders and
give us the added flexibility to ultimately take out this credit
agreement as operating results continue to improve.  The Lion
amendment achieves this objective.  With the actions taken today,
we have a clear path for the next three years to concentrate on
our business and deliver solid operating performance improvements.
Our estimated cash flows fully support the added interest payments
when compared to our prior senior secured facility.  Most
important, we have concluded that there is no longer substantial
doubt about our ability to continue to operate as a going
concern."

The Company engaged Cowen and Company as its financial advisor for
these transactions.

                       About American Apparel

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

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

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

The Company reported a net loss of $39.31 million in 2011 and a
net loss of $86.31 million in 2010.

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


AMERICAN PETRO-HUNTER: Weaver Martin Raises Going Concern Doubt
---------------------------------------------------------------
American Petro-Hunter, Inc., filed its annual report for the
fiscal year ended Dec. 31, 2011.

Weaver Martin & Samyn, LLC, in Kansas City, Missouri, expressed
substantial doubt about American Petro-Hunter's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and is
dependent upon the continued sale of its securities or obtaining
debt financing for funds to meet its cash requirements.

The Company reported a net loss of $2.7 million on $317,900 of
revenue for the year 2011, compared with a net loss of
$2.5 million on $92,800 of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.1 million
in total assets, $4.2 million in current liabilities, and a
stockholders' deficit of $2.1 million.

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

                       http://is.gd/7ufHQ8

Scottsdale, Ariz.-based American Petro-Hunter, Inc., is an oil and
natural gas exploration and production (E&P) company with current
projects in Kansas and Oklahoma.  As of March 15, 2012, the
Company has two producing wells in Kansas and six producing wells
in Oklahoma.  It also has rights for the exploration and
production of oil and gas on an aggregate of approximately 6,230
acres in those states.  This includes the Company's core assets
with rights to explore on 2,000 acres in Oklahoma, near the town
of Ripley on the North Oklahoma Mississippi Project and a forty
percent (40%) working interest in 3,000 acres in south-central
Oklahoma (the "South Oklahoma Lease").


AMERICAN SCIENTIFIC: Faces Chapter 7 Involuntary Case in Fla.
-------------------------------------------------------------
An involuntary petition under Chapter 7 of the United States
Bankruptcy Code was filed on Feb. 27, 2012, against American
Scientific Resources, Incorporated, in the United States
Bankruptcy Court for the Southern District of Florida.  No order
for relief has been entered by the Bankruptcy Court nor has a
trustee in bankruptcy been appointed by the U.S. Trustee.  The
Company does not intend to seek dismissal of this Petition.

As a result of this Chapter 7 proceeding, the Company will no
longer file periodic reports under the Securities Exchange Act of
1934 and thus (i) its Common Stock will no longer be traded on the
Over the Counter Bulletin Board, and (ii) its shares will no
longer be eligible for legend removal under Rule 144 for failure
to continue to meet the current reporting requirement under Rule
144.

Thomas W. Materna resigned from the board of directors of the
Company on Feb. 29, 2012.  Robert T. Faber and Jason Roth resigned
from the Board and as officers of the Company on March 15, 2012.
Paul Cohen and Austin Kasinetz resigned from the Board on
March 15, 2012.  Howard Taylor remains as the sole director of the
Company and will function as its officer, by default, as all
officers have resigned.

On March 2, 2012, the Board received a letter from Christopher
Tirotta, dated March 2, 2012, in which Dr. Tirotta informed the
Board that he was tendering his resignation as a member of the
Board effective Feb. 27, 2012.  Dr. Tirotta's letter states that
his decision to resign was due to his disagreement with the
Company's entry into an asset purchase agreement with American
Scientific Resources, Inc., on Feb. 23, 2012.

                      About American Scientific

Weston, Fla.-bases American Scientific Resources, Inc., provides
healthcare and medical products.  The Company develops,
manufactures and distributes healthcare and medical products
primarily to retail drug chains, retail stores specializing in
sales of products for babies and medical supply dealers.  The
Company does sub-component assembly and packaging for the
Disintegrator product line.  All of the Company's other products
are manufactured by third parties.  The Company was comprised of
three subsidiaries: (i) Kidz-Med, Inc., (ii) HeartSmart, Inc., and
(iii) Ulster Scientific, Inc., of which only Kidz-Med was active
until Dec. 31, 2010.  All subsidiaries are currently inactive.

The Company reported a net loss applicable to common shareholders
of $6.92 million on $763,020 of net product sales for the nine
months ended Sept. 30, 2011, compared with a net loss applicable
to common shareholders of $4.78 million on $578,961 of net product
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$1.26 million in total assets, $9.21 million in total liabilities,
and a $7.95 million total shareholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about American Scientific Resources'
ability to continue as a going concern, following the Company's
2010 results.  The independent auditors noted that the Company has
suffered recurring losses, its current liabilities exceed its
current assets and it is in default with certain of its
obligations.


AMERICANWEST BANCORP: Seeks Extension for Amended Disclosures
-------------------------------------------------------------
BankruptcyData.com reports that Holdco Advisors filed with the
U.S. Bankruptcy Court a motion to extend the deadline to file an
amended Disclosure Statement for its proposed Chapter 11 Plan
filed on behalf of AmericanWest Bancorporation and continue the
Disclosure Statement hearing currently scheduled for April 26,
2012 each by 30 days.

Holdco explains, "The proposed continuance will allow Holdco to
continue negotiations with the various parties-in-interest in this
case, including the various indenture trustees, in order to reduce
or wholly eliminate the remaining contested issues regarding
approval of the Holdco Disclosure Statement."

                       The Chapter 11 Plan

According to the Disclosure dated Dec. 19, 2011, Holdco's Plan
provides for the reorganization of the Debtor and for holders of
certain Allowed Claims to receive equity in the Reorganized
Debtor, with the option for each holder of TOPrS Unsecured Claims
and General Unsecured Claims to receive instead a "cash out" right
of payment or a security that results in cash from certain of the
Debtor's assets, including Cash held by the Reorganized Debtor as
of the Effective Date.  The Plan Proponent believes the Plan will
maximize the value of the estate.  In order to effectuate the
Distributions, the Plan provides that all of the assets of the
Debtor's Estate (including Causes of Action not expressly released
under the Plan) will vest in the Reorganized Debtor, and that the
former officer and director causes of action will vest in the Plan
Trust.  The Reorganized Debtor will continue to operate the
Debtor's business as a going concern in the real estate and
financial services sectors, and will pursue litigation (with the
exception of Former Officer and Director Causes of Action, which
will be pursued by the Plan Trustee) and make Distributions under
the Plan.  The new board will be appointed as of the Effective
Date and will be responsible for implementing the Plan and
operating the business of the Reorganized Debtor.

Under the Plan, the creditors are projected to recover:

         Class 1 Secured Claims            100%
         Class 2 TOPrS Unsecured Claims    Unknown
         Class 3 General Unsecured Claims  Unknown
         Class 4 Convenience Claims        100%
         Class 5 Equity Interests          N/A

On March 15, 2011, the Debtor filed its Plan of Distribution,
pursuant to which the Debtor proposed to make distributions to
creditors and wind up the Debtor's affairs. The Liquidating Plan
contemplated that, following the plan's effective date, the
Reorganized Debtor's board of directors would be reduced to one
individual, with one remaining shareholder.  The single remaining
director was to act as distribution agent, and commence
distributions to all holders of allowed claims under the
Liquidating Plan, which distributions would be made from the sale
proceeds and remaining cash held in the Debtor's bank accounts.
The distribution agent would then be responsible for winding up
the Debtor's business affairs.  During a Nov. 3, 2011 status
conference, the Court authorized Holdco to submit a competing plan
which would be considered for confirmation alongside the Debtor?s
Liquidating Plan.

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

                  About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- was a bank holding
company whose principal subsidiary was AmericanWest Bank, which
included Far West Bank in Utah operating as an integrated division
of AmericanWest Bank.  AmericanWest Bank was a community bank with
58 financial centers located in Washington, Northern Idaho and
Utah.

AmericanWest Bancorporation filed for Chapter 11 protection
(Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010.  The
banking subsidiary was not included in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel.  G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serves as counsel.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking unit's
assets and debts.  In its Form 10-Q filed with the Securities and
Exchange Commission before the Petition Date, AmericanWest
Bancorporation reported consolidated assets -- including its bank
unit's -- of $1.536 billion and consolidated debts of
$1.538 billion as of Sept. 30, 2010.

In December 2010, AmericanWest completed the sale of all
outstanding shares of AmericanWest Bank to a wholly owned
subsidiary of SKBHC Holdings LLC, in a transaction approved by the
U.S. Bankruptcy Court.


AMERICANWEST BANCORP: HoldCo Expects Plan Approval in June
----------------------------------------------------------
American Bankruptcy Institute reports that HoldCo Advisors LP is
looking for its reorganization plan for former bank holding
company AmericanWest Bancorp to be approved in June.

                  About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- was a bank holding
company whose principal subsidiary was AmericanWest Bank, which
included Far West Bank in Utah operating as an integrated division
of AmericanWest Bank.  AmericanWest Bank was a community bank with
58 financial centers located in Washington, Northern Idaho and
Utah.

AmericanWest Bancorporation filed for Chapter 11 protection
(Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010.  The
banking subsidiary was not included in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel.  G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serves as counsel.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking unit's
assets and debts.  In its Form 10-Q filed with the Securities and
Exchange Commission before the Petition Date, AmericanWest
Bancorporation reported consolidated assets -- including its bank
unit's -- of $1.536 billion and consolidated debts of $1.538
billion as of Sept. 30, 2010.

In December 2010, AmericanWest completed the sale of all
outstanding shares of AmericanWest Bank to a wholly owned
subsidiary of SKBHC Holdings LLC, in a transaction approved by the
U.S. Bankruptcy Court.


AMSCAN HOLDINGS: Reports $76.4 Million Net Income in 2011
---------------------------------------------------------
Amscan Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$76.41 million on $1.87 billion of total revenues in 2011,
compared with net income of $49.43 million on $1.59 billion of
total revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.75 billion
in total assets, $1.38 billion in total liabilities, $36.94
million in redeemable common securities, and $326.09 million in
total stockholders' equity.

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

                       http://is.gd/cIxQ3N

                      About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture, and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

                           *     *     *

Amscan Holdings carries Standard & Poor's Ratings Services' 'B'
corporate credit rating, and Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.

As reported in the TCR on Nov. 23, 2010, S&P affirmed the 'B'
rating after the Company stated that it will use the proceeds from
the proposed term loan facility to pay a roughly $310 million
special dividend to its equity sponsors and repay borrowings under
its existing term loan facility ($342 million outstanding as of
Sept. 30, 2010).

"The affirmation of Amscan's credit ratings reflect S&P's view
that, following payment of its debt-financed dividend payment to
its equity sponsors," said Standard & Poor's credit analyst Linda
Phelps, "it will have a highly leveraged financial risk profile
and its financial policy has become more aggressive."


ANTS SOFTWARE: Constantin Zdarsky Holds 21.3% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Constantin Zdarsky disclosed that, as of
Aug. 3, 2011, be beneficially owns 39,286,099 shares of Common
Stock of ANTs software, inc., representing 21.3% of the shares
outstanding.  A copy of the filing is available for free at:

                       http://is.gd/71gBQL

                       About Ants software

ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.


ARCADIA RESOURCES: M. Richardson Quits as CEO, Pres. and Director
-----------------------------------------------------------------
Marvin R. Richardson, President & CEO and a director of Arcadia
Resources, Inc., resigned as President & CEO and a director of the
Company effective March 16, 2012, to accept employment with
Medication Adherence Solutions, LLC.

On Feb. 17, 2012, MAS purchased substantially all of the assets of
the Company's Pharmacy segment.  In connection with this
transaction, the Company and MAS entered into a Management
Services Agreement.  As reported on the Company's Current Report
on Form 8-K dated Dec. 6, 2011, the Management Services Agreement
automatically terminates when Mr. Richardson is no longer employed
by the Company and he becomes employed by MAS.  Mr. Richardson's
resignation from the Company and employment by MAS resulted in a
termination of the Management Services Agreement.

The Company's Board of Directors has determined not to fill the
position of President & CEO at this time.  Steven L. Zeller, Chief
Operating Officer and General Counsel, and Matthew R. Middendorf,
Chief Financial Officer, Treasurer and Secretary, will jointly
manage the Company effective immediately.

The Board of Directors has elected Mr. Zeller and Mr. Middendorf
to the Company?s Board of Directors effective immediately.

As previously reported, prior to April 4, 2011, Mr. Zeller had a
beneficial ownership interest in an affiliated agency and thereby
had an interest in the affiliate's transactions with the Company,
including the payments of commissions to the affiliate based on a
specified percentage of gross margin.  The terms of these
transactions were consistent with the affiliate agreement, which
was entered into on Aug. 13, 2006, prior to the time Mr. Zeller
became an executive officer of the Company.  Commissions totaled
$194,000 and $598,000 for the three- and nine-month periods ended
Dec. 31, 2010, respectively.  On April 4, 2011, the Company
purchased substantially all of the assets of the affiliate and the
affiliate's interest in its affiliate agreement as required by the
affiliate agreement for total consideration of $890,000 pursuant
to the purchase price formula contained in the affiliate
agreement.  Of the purchase price, $297,000 was paid in cash at
the closing and the Company entered into a promissory note for the
remaining $593,000.  The Company incurred interest expense related
to the debt in the amount of $15,000 and $45,000 during the three-
and nine-month periods ended Dec. 31, 2011, respectively.

                       About Arcadia HealthCare

Arcadia HealthCare is a service mark of Arcadia Resources, Inc.
(nyse amex:KAD), and is a leading provider of home care, medical
staffing and pharmacy services under its proprietary DailyMed
program.  The Company, headquartered in Indianapolis, Indiana, has
65 locations in 18 states.  Arcadia HealthCare's comprehensive
solutions and business strategies support the Company's vision of
"Keeping People at Home and Healthier Longer."

The Company reported a net loss of $15.76 million for the nine
months ended Dec. 31, 2011.  The Company had a net loss of $14.35
million for the fiscal year ended March 31, 2011, following a net
loss of $31.09 million in the preceding year.

The Company's balance sheet at Dec. 31, 2011, showed
$15.93 million in total assets, $51.50 million in total
liabilities, and a $35.57 million total stockholders' deficit.

BDO USA, LLP, in Troy, Michigan, expressed substantial doubt about
Arcadia Resources' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.

                        Bankruptcy Warning

On Sept. 13, 2011, the Company and three of Arcadia Services,
Inc.'s wholly-owned subsidiaries, as borrowers, received a letter
from Comerica stating that they failed to comply with certain
covenants under the credit agreement because as of July 31, 2011.

Comerica informed the Borrowers that Comerica has no obligation to
make further advances under the credit facility and that future
advances will be subject to the sole discretion of Comerica.
Comerica has not sought to accelerate the repayment of the
indebtedness or to foreclose on any of the security interests.
While Comerica continues to make advances under the credit
facility and the Company expects that advances will continue to be
made, there can be no assurances that Comerica will exercise its
discretion to make further advances or that Comerica will not
accelerate the repayment of the indebtedness.  Should Comerica not
continue to provide advances under the credit facility, the
Company and the Borrowers would not have access to the funds
needed to operate the business.  In that event, the Company would
be forced to consider alternative sources of liquidity to operate
the business, which may require them to commence a proceeding
under the federal bankruptcy laws to cause Comerica to provide
access funds under the Credit Agreement.


ARCAPITA BANK: Temporarily Safe From Legal Actions in U.S.
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a judge on gave
Bahrain-based investment firm Arcapita Bank extra assurance that
it is at least temporarily safe from legal action by foreign and
other creditors.

As reported in the March 23, 2012 edition of the TCR, Arcapita
Bank B.S.C.(c) and certain of its debtor-subsidiaries are asking
the U.S. Bankruptcy Court in Manhattan to enter an order
enforcing, restating, and restraining any action taken in
contravention of the automatic stay and the provisions in the
Bankruptcy Code and preventing the enforcement of ipso facto
clauses against the Debtors.  Such an order, the Debtors said,
will ensure that their operations are not disrupted by
enforcement actions or the exercise of self-help remedies
initiated by foreign creditors outside the United States.

The Debtors said they have borrowed more than US$1 billion from
financial and other institutions.  While many of these
institutions have connections with the United States, man y do
not.  In addition, the Debtors have foreign operations with
potentially large numbers of foreign creditors and counterparties
to contracts who may be unaware of the global-reaching
prohibitions and restrictions of the Bankruptcy Code.  In
particular, the Foreign Creditors may be unfamiliar with the
operation of the automatic stay and other provisions of the
Bankruptcy Code, including the stay on enforcement of ipso facto
clauses.

Due to this unfamiliarity, on or after the Petition Date, certain
Foreign Creditors may attempt to seize assets located outside of
the United States to the detriment of the Debtors, their estates,
and creditors, or take other actions in contravention of the
automatic stay under section 362 of the Bankruptcy Code.  In
addition, upon learning of the Chapter 11 cases, Foreign Creditor
counterparties to unexpired leases and executory contracts may
attempt to terminate those leases or contracts due to the
commencement of the Chapter 11 cases.

                        About Arcapita Bank

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

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

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

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

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

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


ARCTIC GLACIER: Judge Approves Chapter 15 Bankruptcy Petition
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that a judge affirmed packaged
ice company Arctic Glacier International Inc.'s right to receive
the benefits of Chapter 15 protection in the U.S. as its
restructuring plays out in Canada.

Arctic Glacier has been under fire since 2007, when the government
went after Reddy Ice, Arctic and privately owned Home City Ice,
for an alleged conspiracy to eliminate smaller competition and
keep retail prices higher than market levels.

                        About Arctic Glacier

Arctic Glacier Income Fund, through its operating company, Arctic
Glacier Inc., is a leading producer, marketer and distributor of
high-quality packaged ice in North America, primarily under the
brand name of Arctic Glacier(R) Premium Ice.  Arctic Glacier
operates 39 production plants and 48 distribution facilities
across Canada and the northeast, central and western United States
servicing more than 75,000 retail locations.

Arctic Glacier Income Fund trust units are listed on the Toronto
Stock Exchange under the trading symbol AG.UN. There are currently
39.0 million trust units outstanding.  Following the issuance of
units to the Debenture holders on August 2, 2011, there will be
350.3 million trust units outstanding.

Arctic Glacier Inc. filed a Chapter 15 petition (Bankr. D. Del.
Case No. 12-10603) on Feb. 22, 2012, to gain U.S. recognition of a
foreign sale process that would melt away its rising debts.

Philip J. Reynolds of Alvarez & Marsal Canada Inc., as foreign
representative, signed the Chapter 15 petition.  Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor, LLP, serves as counsel
to the foreign representative.

Arctic Glacier had assets of $65 million and liabilities of
$240 million as of Sept. 30, 2011.


AUSTIN CONVENTION: S&P Affirms 'BB+' Rating on $165M 2006A Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
positive from stable on Austin Convention Center Enterprises
Inc.'s $165 million first-tier revenue bonds series 2006A and
$95.17 million second-tier revenue bonds series 2006B. Standard &
Poor's also affirmed its 'BB+' rating on the series 2006A bonds
and its 'BB-' rating on the series 2006B bonds. "We also revised
the recovery rating on the series 2006A bonds to '3' from '4',
indicating our anticipation of meaningful (50% to 70%) recovery of
principal in a default scenario. The recovery rating on the series
2006B bonds is unchanged at '6'," S&P said.


AZURE DYNAMICS: Hopes to Resume Production After Bankruptcy Filing
------------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Azure Dynamics Corp., a
producer of electric delivery vans and a partner of Ford Motor
Co., said it is in talks with customers and suppliers to see if it
can find a way to resume production following bankruptcy filing in
Canada.

                     About Azure Dynamics Corp.

Azure Dynamics Corporation -- http://www.azuredynamics.com/--
considered itself a world leader in the development and production
of hybrid electric and electric components and powertrain systems
for light and medium duty commercial vehicles.  Azure targets the
commercial delivery vehicle and shuttle bus markets and is
currently working internationally with a variety of partners and
customers.  The Company is committed to providing customers and
partners with innovative, cost-efficient, and environmentally-
friendly energy management solutions.

On March 26, 2012, the Company and its affiliates filed a petition
in the Supreme Court of British Columbia for an initial order
under the Companies' Creditors Arrangement Act.

Azure Dynamics on March 26, 2012, commenced Chapter 15 bankruptcy
cases (Bankr. E.D. Mich. Lead Case No. 12-47496) in Detroit,
seeking recognition of the CCAA proceedings.

As of Dec. 31, 2011, the Azure Group had total, consolidated
assets with a net book value of $42.475 million, comprising
current assets of $31.18 million and non-current assets of
$11.30 million.  As at Dec. 31, 2011, the Azure Group had total,
consolidated liabilities of $29.20 million, comprising current
liabilities of $20.6 million and non-current liabilities of
$8.58 million.


BAKER & TAYLOR: S&P Affirms 'B' Corp Credit Rating, Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Charlotte, N.C.-based Baker & Taylor Acquisitions Corp. to stable
from positive. "In addition, we affirmed our 'B' corporate credit
rating," S&P said.

"At the same time, the 'CCC+' issue-level rating (two notches
lower than the 'B' corporate credit rating) and '6' recovery
rating on the company's $165 million 11.5% second-priority senior
secured notes due July 1, 2013 remain unchanged. The '6' recovery
rating indicates our expectation of negligible (0% to 10%)
recovery for noteholders in the event of a payment default," S&P
said.

"The ratings on privately held Baker & Taylor reflect our
expectations that the physical and digital book and entertainment
distributor's operating and financial performance will remain at
or near current levels, despite some revenue pressure," said
Standard & Poor's credit analyst Jayne Ross.

"We assess the company's financial risk profile as 'highly
leveraged,' reflecting its leveraged capital structure, weak
credit protection measures, and moderate free operating cash flow
(FOCF) generation. Credit protection metrics were relatively flat
for the 12 months ended Dec. 31, 2011, because of debt repayment
offset by lower EBITDA. We expect that the recent acquisition in
the higher margin library and education segment will generate some
additional EBITDA to partially offset the bankruptcy of Borders, a
major customer in the retail segment," S&P said.

"Our outlook on Baker & Taylor is stable. We expect the company to
maintain margins and profitability measures, despite negative to
flat sales growth for the remainder of fiscal 2012 and into fiscal
2013," S&P said.

"We could take a negative rating action if the company has not
refinanced its upcoming maturity by September 2012. We could also
do so if Baker & Taylor's liquidity position deteriorates or it
loses a major customer, resulting in much lower EBITDA and,
consequently, higher debt leverage. In addition, if revenues
decline in the mid- to high-single-digit range and gross margin
contracts by 50 basis points (bps)or more, or some combination of
the two, then we estimate that leverage would likely climb to the
6.5x area and we would consider lowering the rating," S&P said.

"We could raise the rating if we see meaningful new customer
additions resulting in improved operating performance and credit
protection measures, including debt leverage of 4x or less. We
estimate that this could occur if we see a combination of positive
sales growth, gross margin improvement (150 bps or more), or
further debt reduction," S&P said.


BANCA POPOLARE: S&P Puts BB+ Sub. Instruments Rating on Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB-/A-3' long- and
short-term counterparty credit ratings on Italy-based Banca
Popolare di Milano SCRL (BPM), and core subsidiary Banca Akros
SpA, on CreditWatch with negative implications.

"We also placed the 'BB+' and 'B' issue ratings on BPM's
subordinated and hybrid Tier 1 instruments on CreditWatch with
negative implications," S&P said.

"The CreditWatch placement reflects our view of the larger-than-
expected net loss of EUR614 million that the bank posted on March
27, 2012. Excluding goodwill impairment, we understand that the
net loss was close to EUR300 million. Excluding both goodwill
impairment and nonrecurring expenses, the net loss was EUR176
million," S&P said.

"We consider that the announced loss will have a negative impact
on our capital measures and, as a result, the bank may not meet
our expectations for the current ratings. We previously expected
that BPM would be able to maintain a Standard & Poor's risk-
adjusted capital (RAC) ratio of close to 7%, even after taking
into account the reimbursement of a EUR500 million government
hybrid security (Tremonti Bond) at the end of 2012. As a result of
the reported loss, we now estimate that the bank's RAC ratio would
be about 6.3% after the reimbursement. This is well below the 7%
minimum level associated with an 'adequate' assessment of capital
under our criteria," S&P said.

"In our view, BPM faces several challenges to improving its
financial profile over the next two years. In this context, we
intend to assess the likely impact of the new strategy that we
understand BPM's new management intends to establish. In addition,
the 2011 loss includes an increase in loan-loss provisions as well
as volatile and potentially reversible trading losses. Finally, we
believe the loss could create uncertainty with regard to BPM's
future capital policy and the potential timing of the
reimbursement of the Tremonti bond," S&P said.

"We therefore intend to review management's plans for the bank's
future capital policy, the control of asset quality in a
recessionary environment, and the prospects for an improvement in
the bank's underlying profitability, which is currently weaker
than its domestic peers. In particular, we will focus on the new
management's plans to reduce costs and improve efficiency, which
would, in our view, represent a significant departure from the
strategic focus of previous management," S&P said.

"Our ratings on BPM reflect our 'bbb' anchor for banks operating
in Italy and a stand-alone credit profile (SACP) of 'bbb-'.
Depending on the outcome of our review of the bank, we could
revise our assessments of the bank's 'adequate' capital and
earnings, and 'adequate' risk position, as our criteria define
these terms. We consider that BPM continues to have a 'moderate'
business position, 'average' funding, and 'adequate' liquidity,"
S&P said.

"We consider BPM to have 'moderate' systemic importance and the
Italian government to be 'supportive' of its banking sector. We
evaluate the likelihood of systemic support for BPM as 'moderate',
but do not incorporate any uplift into the long-term rating from
the SACP, given the long-term rating on the Republic of Italy
(BBB+/Negative/A-2 unsolicited ratings)," S&P said.

"We intend to resolve the CreditWatch in the next three months,
after meeting with the bank's management in order to assess its
plans for the bank's future capital strategy, control of asset
quality, and future profitability, particularly with regard to
potential cost savings," S&P said.

S&P could affirm the ratings if:

* BPM's management team establishes a clear cost-cutting agenda
   that would likely lead to significant improvement in the bank's
   efficiency over the next couple of years.

* BPM's asset quality metrics stabilize in 2012 and 2013, after
   the extraordinary provisioning the bank made in 2011, and if
   they remain better than the average of its domestic peers.

* "The bank takes action to strengthen its capital and reduce its
   risk assets so that our RAC ratio would likely reach a 7% level
   within 18-24 months. If we do not see improvements in the above
   areas, we would likely lower the long- and short-term ratings
   by one notch to 'BB+/B'," S&P said.


BANKATLANTIC BANCORP: Incurs $28.7 Million Net Loss in 2011
-----------------------------------------------------------
BankAtlantic Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $28.74 million on $141.32 million of total interest
income in 2011, a net loss of $143.25 million on $176.31 million
of total interest income in 2010, and a net loss of $185.82
million on $223.59 million of total interest income in 2009.

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

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

                        http://is.gd/kaoiRp

                    About BankAtlantic Bancorp

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

                           *     *     *

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

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


BARREL STOP: To Sell Assets to Gladden Corp. for $8.5 Million
-------------------------------------------------------------
Kerana Todorov at Napa Valley Register, citing court documents,
reports that Barrel Stop Winery LLC may be sold for $8.5 million
if a federal bankruptcy judge approves the sale.

According to the report, the potential buyer, The Gladden
Corporation of Burlingame, would buy the property if it has
permission to build a senior care community.  A hearing is
scheduled for April 20 in the United States Bankruptcy Court in
Santa Rosa, California.  Barrel Stop, which is also known as
Dominari, will ask for permission to sell its 11.5-acre property
on Trancas, opposite Silverado Plaza.

The report notes the assets include the winery, a 4,000-square-
foot barn, a 1,100 square-foot apartment, winery equipment,
inventory and other assets.  The winery is in unincorporated Napa
County, just outside the Napa city limits, on land zoned
"agricultural watershed."

Barrel Stop Winery, LLC, filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 11-12824) on July 28, 2011, with Judge Alan
Jaroslovsky presiding over the case.  Michael C. Fallon, Esq., in
Santa Rosa, California, serves as counsel to the Debtor.  The
Debtor estimated $1 million to $10 million in assets and debts.


BEACON POWER: Seeks Mediation in $6-Mil. DOE Fee Dispute
--------------------------------------------------------
Steven Melendez at Bankruptcy Law360 reports that Beacon Power
Corp. on Friday asked a Delaware bankruptcy court to order
mediation of its dispute with the U.S. government, a major
creditor, over more than $6 million in fees for Brown Rudnick LLP
and other professional services firms.

Law360 relates that the fees include more than $2.3 million billed
by Brown Rudnick, $216,000 charged by Potter Anderson & Corroon
LLP and $1 million charged by financial advisers CRG Partners
Group LLP in connection with the bankruptcy.

                           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).


BERNARD L. MADOFF: New Lawsuits Seek More $200MM++ From Investors
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that with the New York
Mets situation out of the way, the trustee liquidating Bernard
Madoff's investment firm continues to pursue his "clawbacks"
against less-publicized former Madoff clients, filing seven new
lawsuits seeking a total of more than $200 million from banks and
investment firms.

                       About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 17, 2012 and in the 38 months since his appointment,
the SIPA Trustee has recovered or entered into agreements to
recover more than $9 billion, representing roughly 52% of the
roughly $17.3 billion in principal estimated to have been lost in
the Ponzi scheme by BLMIS customers who filed claims.  The
recoveries exceed prior restitution efforts related to Ponzi
schemes both in terms of dollar value and percentage of stolen
funds recovered.  Pro rata distributions from the Customer Fund to
BLMIS customers whose claims have been allowed by the SIPA Trustee
totaled $325.7 million.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BERNARD L. MADOFF: Trustee Files Lawsuits Seeking Return of $54MM
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a prominent U.S.
investment bank and one of Israel's biggest banks face lawsuits
demanding the return of nearly $54 million they received from
investing with Ponzi-scheme mastermind Bernard Madoff.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 17, 2012 and in the 38 months since his appointment,
the SIPA Trustee has recovered or entered into agreements to
recover more than $9 billion, representing roughly 52% of the
roughly $17.3 billion in principal estimated to have been lost in
the Ponzi scheme by BLMIS customers who filed claims.  The
recoveries exceed prior restitution efforts related to Ponzi
schemes both in terms of dollar value and percentage of stolen
funds recovered.  Pro rata distributions from the Customer Fund to
BLMIS customers whose claims have been allowed by the SIPA Trustee
totaled $325.7 million.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BERNARD L. MADOFF: Trustee Renews Fight Against UniCredit
---------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that Bernard L.
Madoff's bankruptcy trustee on Wednesday refused to admit defeat
and appealed a New York federal court's dismissal of racketeering
claims against UniCredit SpA and an affiliate for allegedly
helping an Austrian banker funnel money to Madoff's Ponzi scheme.

According to the report, U.S. District Judge Jed S. Rakoff ruled
Feb. 21 that Irving H. Picard's allegations against UniCredit and
affiliate UniCredit Bank Austria AG helped Austrian banker Sonja
Kohn weren't strong enough to sustain claims under the Racketeer
Influenced and Corrupt Organizations Act.

                       About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 17, 2012 and in the 38 months since his appointment,
the SIPA Trustee has recovered or entered into agreements to
recover more than $9 billion, representing roughly 52% of the
roughly $17.3 billion in principal estimated to have been lost in
the Ponzi scheme by BLMIS customers who filed claims.  The
recoveries exceed prior restitution efforts related to Ponzi
schemes both in terms of dollar value and percentage of stolen
funds recovered.  Pro rata distributions from the Customer Fund to
BLMIS customers whose claims have been allowed by the SIPA Trustee
totaled $325.7 million.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BERNARD L. MADOFF: Swiss Bank Wants Suit Out of Bankruptcy Court
----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that a Swiss bank sought
Tuesday to remove from bankruptcy court a suit brought by the
liquidating trustee for Bernard Madoff's investment firm seeking
$37.3 million in allegedly fraudulent transfers from the estate,
saying the suit invokes substantial questions of nonbankruptcy
law.

Law360 relates that Bernard L. Madoff Investment Securities LLC
liquidation trustee Irving H. Picard filed the lawsuit in December
seeking to recover the alleged subsequent transfer from Bank
Julius Baer & Co. Ltd., saying it was illegally transferred from
BLMIS through Madoff feeder fund Fairfield Sentry Ltd.

                        About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 17, 2012 and in the 38 months since his appointment,
the SIPA Trustee has recovered or entered into agreements to
recover more than $9 billion, representing roughly 52% of the
roughly $17.3 billion in principal estimated to have been lost in
the Ponzi scheme by BLMIS customers who filed claims.  The
recoveries exceed prior restitution efforts related to Ponzi
schemes both in terms of dollar value and percentage of stolen
funds recovered.  Pro rata distributions from the Customer Fund to
BLMIS customers whose claims have been allowed by the SIPA Trustee
totaled $325.7 million.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BERNARD L. MADOFF: Calif.'s Harris Has Chance to Pursue Lawsuit
---------------------------------------------------------------
American Bankruptcy Institute reports that California Attorney
General Kamala Harris may have a better chance of winning the
right to pursue her lawsuit to recoup illegal profit from Bernard
Madoff's fraud than creditors who were overridden by a bankruptcy
trustee.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

As of Feb. 17, 2012 and in the 38 months since his appointment,
the SIPA Trustee has recovered or entered into agreements to
recover more than $9 billion, representing roughly 52% of the
roughly $17.3 billion in principal estimated to have been lost in
the Ponzi scheme by BLMIS customers who filed claims.  The
recoveries exceed prior restitution efforts related to Ponzi
schemes both in terms of dollar value and percentage of stolen
funds recovered.  Pro rata distributions from the Customer Fund to
BLMIS customers whose claims have been allowed by the SIPA Trustee
totaled $325.7 million.

Mr. Picard has filed 1,000 lawsuits seeking $100 billion from
banks such as HSBC Holdings Plc and JPMorgan Chase & Co.  The
trustee has seen more than $28 billion of his claims tossed by
district judges.


BERRY PETROLEUM: Moody's Reviews 'B1' CFR/PDR for Upgrade
---------------------------------------------------------
Moody's Investors Service placed Berry Petroleum Company's B1
Corporate Family Rating (CFR), its B1 Probability of Default
Rating (PDR), B2 senior note ratings, (P)B3 senior unsecured shelf
rating, (P)Caa1 senior subordinated shelf rating and (P)Caa2
preferred shelf rating on review for upgrade. Berry is one of a
number of companies identified by Moody's as being well positioned
to benefit from recent sustained high oil prices.

Ratings Rationale

Berry is an independent oil and gas producer whose roots trace
back to the development of Southern California's heavy oil fields,
where it remains the state's fifth largest producer. Essentially
now diversified across three oil producing basins, the company has
added acreage acquisitions in Utah's Uinta Basin and the Texas
Permian Basin; it also produces natural gas in East Texas and in
the Piceance Basin. Additionally, Berry generates revenue from the
sale of electricity from its three cogeneration plants in Southern
California, which supply steam for enhanced oil recovery (EOR) at
the company's heavy oil operations in that state.

With 70% of Berry's 35,700 boe per day of 2011 production
comprised of liquids, Berry is well-poised to realize significant
cash flow generation for at least the next several years based on
Moody's expectation of a sustained high oil price environment. The
production at the legacy California assets is almost entirely
liquids and is long-lived, and has provided a steady stream of
cash flow which the company has used to fund the development of
its other assets. The company is also well positioned to take
advantage of unconventional drilling techniques in the Permian
Basin.

The review is expected to be concluded over the next three months.
Any change in ratings will likely be limited to a one notch
upgrade.

The principal methodology used in rating Berry 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.

Berry is a mid-sized independent E&P company headquartered in
Denver, Colorado.


BEYOND OBLIVION: Licensors Objects to Proposed Asset Sale
---------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that three technology
licensors to Beyond Oblivion Inc. filed a limited objection
Thursday to the debtor's proposed sale to auction winner Gee
Beyond Holdings LLC, saying they don't consent to the assignment
of their nontransferable licenses to the buyer.

Intertrust Technologies Corp., Seacert Corp. and Marlin Trust
Management Organization LLC, identified collectively as the DRM
Technology Licensors, objected to the proposed sale of potentially
all the debtor's assets to Gee Beyond, which came out the victor
in a March 20 auction, according to Law360.

                       About Beyond Oblivion

Beyond Oblivion Inc. is a digital music startup that raised $87
million from investors like Rupert Murdoch's News Corp and
investment bank Alle & Co. director Snaley Shuman.  Beyond
Oblivion aimed to compete with Apple Inc.'s iTunes but its music
service never saw the light of day.

Beyond Oblivion Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 12-10282) on Jan. 24, 2012, estimating
assets of between $1 million and $10 million, and debts of between
$100 million to $500 million.

The Company owes $50 million each to Sony Music Entertainment and
Warner Music Group in unsecured 'trade debt.'

Gerard Sylvester Catalanello, Esq., at Duane Morris LLP, in New
York, serves as counsel.


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

Moody's ratings on Biomet, Inc. are:

Long Term Corporate Family Rating (domestic currency) of B2

Probability of Default rating of B2

Senior Secured Term Loan (domestic currency) rating of B1,
34 - LGD3

Senior Secured Cash Flow Revolver rating of B1, 34 - LGD3

Asset-backed Revolver rating of Ba2, 16 - LGD2

Senior Unsecured (domestic currency) ratings of B3, 65 - LGD4

Senior Subordinate (domestic currency) ratings of Caa1,
93 - LGD6

Speculative Grade Liquidity Rating of SGL-2

Ratings Rationale

Biomet is currently rated B2 with a stable outlook. Following its
2007 LBO, Biomet's ratings remain constrained by its very high
leverage. This, along with weak financial strength and financial
policy ratios - several of which are positioned in the "Caa"
category - represent key credit risks. In particular, interest
coverage has remained negligible since the LBO, and the company's
free cash flow generation has been extremely limited. However, the
rating also considers the company's relatively large size compared
to other B2 companies and long term prospects for demand
associated with an aging population. While the industry has
historically benefited from general stability, Moody's expects
ongoing pricing and volume pressure because of the weak economy,
hospital and insurance push-back and high levels of competition.
The reconstructive market will continue to evolve to one where
product innovation is more critical; thus Moody's anticipates
higher R&D spending and potentially greater movement of market
share in certain product lines over time.

The stable outlook reflects Biomet's solid positioning within the
B2 category. Although leverage remains very high, the outlook
incorporates Moody's expectation that top-line growth rates will
remain at or recover to at least market levels, supported by new
product launches. A large debt financed transaction, a recall
action or material loss in market share that results in higher
leverage or declining cash flow such that EBITA/interest
approaches 1.0 times or debt/EBITDA exceeds 7.0 times, could
result in a downgrade. If the company is able to demonstrate its
ability to sustain at or above-market growth rates in core hips
and knees and continue deleveraging such that ratios in at least
the mid-"B" range (debt/EBITDA in the 5.0 times range and FCF/debt
of about 5%) appear sustainable, the ratings could be upgraded.

The principal methodology used in rating Biomet, Inc. was the
Global Medical Products & Device Industry Methodology published in
October 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.


BIOVEST INTERNATIONAL: Offering $5 Million of Securities
--------------------------------------------------------
Biovest International, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the offering of an indeterminate number of units, each unit
consisting of one share of the Company's common stock, par value
$0.01 per share, and 0.5 of a warrant to purchase one share of the
Company's common stock.

The units will separate immediately, the common stock and the
warrants will be issued separately, and the common stock will
trade separately.

The Company is not required to sell any specific dollar amount or
number of units, but it will use its best efforts to sell all of
the units being offered.

The Company's common stock is currently quoted on the OTCQB under
the symbol "BVTI".  The Company does not intend to apply to list
the warrants on any securities exchange or market.  On March 29,
2012, the last reported sale price of the Company's common stock
on the OTCQB was $0.58 per share.

The proposed maximum aggregate offering price is $5 million.

A copy of the prospectus is available for free at:

                        http://is.gd/4tB6BV

                   About Biovest International

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

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

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

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

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

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


BIOZONE PHARMACEUTICALS: Delays Form 10-K for 2011
--------------------------------------------------
Biozone Pharmaceuticals, Inc., notified the U.S. Securities and
Exchange Commission that it will be late in filing its Annual
Report on Form 10-K for the period ended Dec. 31, 2011.  The
compilation, dissemination and review of the information required
to be presented in the Form 10-K for the relevant year has imposed
time constraints that have rendered timely filing of the Form 10-K
impracticable without undue hardship and expense to the Company.
The Company undertakes the responsibility to file that annual
report no later than fifteen days after its original due date.

                   About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the website
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

BioZone as of Oct. 29, 2011, is in default with respect to eleven
senior secured convertible promissory notes issued to various
accredited investors with an aggregate principal amount of
$2,250,000 due to the fact that the Company has not paid the
amount due on maturity.

The Company's balance sheet at Sept. 30, 2011, showed
$10.70 million in total assets, $10.88 million in total
liabilities, and a $177,712 total shareholders' deficiency.

"Our current balances of cash will not meet our working capital
and capital expenditure needs for the next twelve months.  In
addition, as of September 30, 2011, we have a shareholder
deficiency of $177,712 and negative working capital of $1,740,163.
Because we are not currently generating sufficient cash to fund
our operations and we have debt that is in default, we may need to
rely on external financing to meet future operating, debt
repayment and capital requirements.  These conditions raise
substantial doubt about our ability to continue as a going
concern."


BITZIO INC: Sadler Gibb Raises Going Concern Doubt
--------------------------------------------------
Bitzio, Inc., filed its annual report on Form 10-K for the fiscal
year ended Dec. 31, 2011.

Sadler, Gibb & Associates, LLC, in Salt Lake City, expressed
substantial doubt about Bitzio's ability to continue as a going
concern.  The independent auditors noted that the Company has not
yet established an ongoing source of revenue sufficient to cover
its operating costs.

The Company reported a net loss of $9.9 million on $579,400 of
revenues for 2011, compared with a net loss of $38,200 on $0
revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.8 million
in total assets, $829,000 in total current liabilities, and
stockholders' equity of $1.9 million.

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

                       http://is.gd/LietQK

San Francisco, Calif.-based Bitzio, Inc., develops and sells
mobile applications for smartphones.


BLITZ USA: Judge Approves $15.5MM Sale of Non-Gas Can Assets
------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Blitz U.S.A. Inc., the maker
of those ubiquitous red gasoline cans, won bankruptcy-court
approval to sell its assets to Hopkins Manufacturing Corp. for
$15.5 million.

                          About Blitz USA

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.


BLITZ USA: Kansas Manufacturer Offers $15.5MM for Firm's Assets
---------------------------------------------------------------
Dow Jones' DBR Small Cap reports that with a bid of nearly $15.5
million in cash, a Kansas auto-parts maker won a bankruptcy
auction for Blitz U.S.A. Inc.'s manufacturing plant and the right
to continue selling its signature red gasoline cans.

                        About Blitz USA

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.


BOWE BELL: Court Dismisses Chapter 11 Bankruptcy Case
-----------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court entered
an order dismissing the Bowe Bell & Howell Chapter 11 proceeding.

BankruptcyData.com relates that the privately-held Company filed
on the motion on the following grounds: "The U.S. Debtors submit
that sufficient cause exists for the dismissal of their Chapter 11
Cases, as the U.S. Debtors have terminated their business
operations and liquidated or disposed of all of their assets
through these proceedings. The U.S. Debtors have determined, in
their business judgment, that there is no reasonable likelihood of
their rehabilitation and that they are unable to effectuate a
chapter 11 plan of liquidation, as there are insufficient funds
available for distribution to unsecured creditors and no remaining
assets to be liquidated or recovered for the benefit of their
estates. Furthermore, because they have no remaining assets to
liquidate, the U.S. Debtors submit that converting their Chapter
11 Cases to cases under chapter 7 of the Bankruptcy Code would
only create unnecessary administrative expenses, with no
meaningful prospect of recoveries, and is therefore unwarranted.
Dismissing their Chapter 11 Cases, on the other hand, will
eliminate the accrual of any administrative expense obligations
and bring closure to these cases in a timely and efficient manner.
Accordingly, the U.S. Debtors submit that sufficient cause exists
to dismiss their Chapter 11 Cases, and that doing so is in the
best interests of their estates and creditors."

                           About Bowe Bell

Headquartered in Wheeling, Ill., BOWE BELL + HOWELL --
http://www.bowebellhowell.com/-- provides high performance
document management solutions and services.  In 1936, the company
pioneered gripper arm mail-inserting systems.  The company
currently has a complete portfolio of inserting, sorting, plastic
card, integrity, cutting, packaging, print-on-demand and software
solutions.  In addition to its headquarters offices, the company
maintains major manufacturing and service locations in Durham,
N.C. and Bethlehem, Penn.

Bowe Bell + Howell sought bankruptcy protection in the U.S. as
part of a deal to itself to creditor Versa Capital Management Inc.
to pay off debt.

Bowe Systec, Inc., Bowe Bell + Howell Holdings, Inc., and other
affiliates, including Bowe Bell + Howell Holdings, Inc., filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 11-11186) on
April 18, 2011.  Bowe Systec estimated assets and debt of $100
million to $500 million as of the bankruptcy filing.

Lee E. Kaufman, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
McDermott Will & Emery is the Debtors' special corporate counsel.
Focus Management Group is the Debtors' financial advisors.  Lazard
Middle Market LLC is the Debtors' investment banker.  The Garden
City Group, Inc is the Debtors' claims and notice agent.

Bowe Bell + Howell International Ltd., BBH's Canadian subsidiary,
commenced parallel ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act.  BBH Canada, as the proposed
foreign representative for the Debtors in the ancillary
proceeding, will ask an Ontario Superior Court judge to recognize
the bankruptcy proceedings in the U.S.  PricewaterhouseCoopers
Inc. is the prospective Information Officer in the Canadian
Proceeding.

The U.S. Trustee has formed an Official Committee of Unsecured
Creditors and an Official Retirees' Committee.  The Retiree
Committee tapped Thorp Reed & Armstrong, LLP, as co-counsel.

Versa Capital Management, Inc. in June 2011 completed  its
acquisition of the assets of Bowe Bell + Howell and the formation
of a new company and brand, Bell and Howell, LLC.  Versa, having
purchased the $121 million secured term loan and revolving credit,
signed a contract to buy the business in exchange for secured
debt, the loan financing the Chapter 11 case, the cost of curing
contract defaults, and $315,000 for the Canadian assets.


BUFFETS INC: Closes Hometown Buffet in OKC as Part of Bankruptcy
----------------------------------------------------------------
NewsOk reports that Hometown Buffet at 3900 NW 63, in Oklahoma
City, closed last week as parent company Buffets Inc. works
through its second bankruptcy.

According to the report, two Ryan's restaurants, one each in
Oklahoma City and Tulsa, closed in January.  The company has no
more locations in the state.  The Ryan's restaurants were on a
list of 81 underperforming stores set to close Jan. 20 as part of
the company's restructuring.  Fifteen additional locations closed
on March 26.

                        Bonuses Approved

MeaNWHLE, Dow Jones' DBR Small Cap reported Buffets Restaurant
Holdings Inc. received approval to dole out up to $2.3 million in
bonuses to employees as it works to pare its debt in bankruptcy.

                        About Buffets Inc.

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

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

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

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

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

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

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


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

Moody's current ratings on Bunge Limited and its affiliates are:

Bunge Limited

Pref. Stock (foreign currency) Rating of Ba1

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

Preference Shelf (domestic currency) Rating of (P)Ba1

Bunge Master Trust

BACKED Senior Unsecured (foreign currency) Rating of Baa2

Bunge Limited Finance Corp.

Senior Unsecured (domestic currency) Rating of Baa2

BACKED Senior Unsecured (domestic currency) Rating of Baa2

BACKED Senior Unsec. Shelf (domestic currency) Rating of (P)Baa2

BACKED Subordinate Shelf (domestic currency) Rating of (P)Baa3

Bunge N.A. Finance L.P.

BACKED Senior Unsecured (foreign currency) Rating of Baa2

Ratings Rationale

Bunge's Baa2 long-term debt rating (see Structural Considerations
section of Bunge's Credit Opinion for more detailed description of
the corporate structure) is supported by a modest amount of
balance sheet debt, a relatively conservative balance sheet (as
measured by net balance sheet debt-to-net working capital), an
established position in the agricultural commodity industry and by
its geographic diversity. Bunge's operations include the
merchandising and processing of a range of oilseeds, and grains
such as corn and wheat. Bunge has a broad presence in the food
chain from origination to the marketing of products including
sugar, shortenings, edible oils, milled corn and wheat. Bunge is
also a leading producer of sugar, fuel ethanol, and biodiesel and
is a retailer of fertilizers in Brazil and Argentina.

Bunge's ratings have been stressed by volatility in its financial
performance in 2009 and 2010 with extremely weak financial
performance in several quarters. Moody's retained Bunge's Baa2
ratings because of its improved financial performance in 2011 and
Moody's expectation that i) the company's credit metrics will
solidly support the rating with LTM Net Debt/EBITDA remaining well
below 3.0x; ii) Bunge will maintain a relatively conservative
balance sheet in 2012 (net working capital to balance sheet net
debt of >1.5x at current price levels; longer term this ratio
could be closer to 1.2-1.3x); and iii) it will not pursue any
large transactions (>$1 billion) that will increase leverage until
its has a longer track record in generating financial metrics that
fully support the rating.

The principal methodology used in rating Bunge Limited was the
Global Commodity Merchandising and Processing Companies
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.


CAPITOL BANCORP: Incurs $51.9 Million Net Loss in 2011
------------------------------------------------------
Capitol Bancorp Ltd. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$51.92 million on $103.8 million of total interest income in 2011,
following a net loss of $254.4 million on $128.82 million of total
interest income in 2010.  The Company had a net loss of
$264.5 million on $163.9 million of total interest income in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $2.20 billion
in total assets, $2.31 billion in total liabilities, and a
$108.64 million total deficit.

For 2011, BDU USA, LLP, noted that the Company and substantially
all of its subsidiary banks have suffered significant losses from
operations in 2011, 2010, 2009 and 2008 primarily from large
provisions for loan losses and costs associated with nonperforming
assets, suffered a decline in regulatory capital, and experienced
regulatory issues that raise substantial doubt about the
Corporation's ability to continue as a going concern.

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

                        http://is.gd/E6j8tQ

                   About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) --
http://www.capitolbancorp.com/-- is a $5.1 billion national
community banking company, with a network of bank operations in 16
states.  Founded in 1988, Capitol Bancorp Limited has executive
offices in Lansing, Michigan and Phoenix, Arizona.

In September 2009, Capitol and its second-tier bank holding
companies entered into a written agreement with the Federal
Reserve Bank of Chicago under which Capitol has agreed, among
other things, to submit to the Reserve Bank a written plan to
maintain sufficient capital at Capitol on a consolidated basis and
at Michigan Commerce Bank (as a separate legal entity on a stand-
alone basis); and a written plan to enhance the consolidated
organization's risk management practices, a strategic plan to
improve the consolidated organization's operating results and
overall condition and a cash flow projection.

Certain of Capitol's bank subsidiaries have entered into formal
agreements with their applicable regulatory agencies.  Those
agreements provide for certain restrictions and other guidelines
and/or limitations to be followed by the banks.

In 2009, Capitol commenced the deferral of interest payments on
its various trust-preferred securities, as is permitted under the
terms of the securities, to conserve cash and capital resources.
The payment of interest may be deferred for periods up to five
years.  During such deferral periods, Capitol is prohibited from
paying dividends on its common stock (subject to certain
exceptions) and is further restricted by Capitol's written
agreement with the Federal Reserve Bank of Chicago.  Accrued
interest payable on such securities approximated $18.1 million at
June 30, 2010.


CAPITOL CITY: Delays Form 10-K for 2011
---------------------------------------
Capitol City Bancshares, Inc., requested an extension of time to
file its Form 10-K, as it could not complete the filing of its
Form 10-K on or before the prescribed due date without
unreasonable effort.  The Company needs additional time to
complete the compilation, dissemination and review of the
information required to be presented in the Form 10-K.  The
Company expects to file its annual report on Form 10-K on or
before the 15th day following the prescribed due date for the
Company's Form 10-K.

                         About Capitol City

Atlanta, Ga.-based Capitol City Bancshares, Inc., was incorporated
under the laws of the State of Georgia on April 14, 1998, for the
purpose of serving as a bank holding company for Capitol City Bank
and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.
The Bank serves the residents of the City of Atlanta and Fulton,
DeKalb, Chatham, Richmond and Dougherty Counties.

As reported in TCR on April 26, 2011, Nichols, Cauley &
Associates, LLC, in Atlanta, Georgia, expressed substantial doubt
about Capitol City Bancshares' ability to continue as a going
concern, following the Company's 2010 results.  The independent
auditors noted that the Company the Company is operating under
regulatory orders to, among other items, increase capital and
maintain certain levels of minimum capital.  "As of Dec. 31, 2010,
the Company was not in compliance with these capital requirements.
In addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, has
experienced declining levels of liquid assets, and has significant
maturities of liabilities within the next twelve months."

The Company's balance sheet at Sept. 30, 2011, showed $297.82
million in total assets, $288.90 million in total liabilities and
$8.91 million in total stockholders' equity.


CARRIZO OIL: Moody's Reviews CFR/PDR on Review for Upgrade
----------------------------------------------------------
Moody's Investors Service has placed Carrizo Oil & Gas, Inc.'s
(Carrizo) Corporate Family Rating (CFR), Probability of Default
Rating (PDR), and senior note ratings on review for upgrade.
Carrizo is one of a number of companies identified by Moody's as
being well positioned to benefit from recent industry
technological advances and sustained high oil prices.

Last year, in November 2011, Moody's assigned a B3 rating to
Carrizo Oil's offering of $200 million senior unsecured notes due
2018. These notes are a tack-on issuance to the existing $400
million unsecured senior notes due 2018.  At that time, Moody's
said Carrizo's B2 CFR is supported by its success in growing
reserves and production through productive internal capital
reinvestment.

Ratings Rationale

Carrizo has made a strategic shift into developing oil and NGL
reserves and has laid a credible foundation of drilling inventory,
JV arrangements and preliminary results that indicate an
acceleration of this process.

The review is expected to be concluded over the next three months.
Any change in ratings will likely be limited to a one notch
upgrade.

The principal methodology used in rating Carrizo Oil & Gas 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.


CATALYST PAPER: Seeks U.S. Court Approval of Auction Process
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Catalyst Paper
Corp. is asking a U.S. bankruptcy court to join a Canadian court
in signing off on an auction of its business should it fail to
gain its creditors' support for a restructuring plan.

                     About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As of Dec. 31, 2011, the Company had C$737.6 million in total
assets and C$1.35 million in total liabilities.


CDW CORP: Moody's Raises Corporate Family Rating to 'B2'
--------------------------------------------------------
Moody's Investors Service upgraded the ratings on CDW
Corporation's Corporate Family (CFR) and Probability of Default
(PDR) to B2 from B3, secured debt to B1 from B2, senior notes to
B3 from Caa1, and subordinated notes to Caa1 from Caa2. Moody's
also affirmed the Speculative Grade Liquidity Rating at SGL-2. The
rating outlook is stable.

Ratings Rationale

The upgrade of CDW's CFR to B2 reflects the company's improved
operating and financial performance, as well as Moody's
expectation for further reduction in financial leverage. Over the
next 12 to 18 months, Moody's believes CDW will reduce leverage to
the range of 5x to 5.5x total adjusted debt to EBITDA (currently
6x versus 10.9x at year end 2007 immediately after the LBO). Since
2007, CDW has expanded EBITDA by about 60% to $698 million
(Moody's adjusted as of fiscal year ended December 2011) and
repaid roughly $750 million of the $4.6 billion gross LBO debt.

In addition to Moody's expectation of lower financial leverage,
the upgrade recognizes CDW's solid execution of its business
strategy. By focusing on a broad selection of IT products,
leveraging its salesforce and technology specialists, enhancing
its vertical solutions offerings to facilitate a more favorable
product mix and expanding its IT services capabilities, CDW has
been able to penetrate further into its existing customer base,
win new accounts and organically grow faster than the IT market.
This has produced share gains, operating margin expansion and
greater profitability without significant capital investment.
Productivity improvements, a highly variable cost structure and
better working capital management have resulted in steady free
cash flow generation, which Moody's expects to continue.

These positives are offset by CDW's still high financial leverage,
though expected to be consistent with other B2 rated companies,
thin (albeit improving) interest coverage ratios, significant
vendor concentration, and a business that is highly correlated to
macro-economic and IT industry cycles. Further, CDW has meaningful
exposure to small and medium-sized businesses, which tend to be
more cautious on capital spending during episodes of sluggish or
negative economic growth, as well as the government sector, which
can delay purchases during periods of budget uncertainties or
gridlock in government policy-making.

CDW's SGL-2 Speculative Grade Liquidity Rating reflects its good
liquidity supported by roughly $680 million of availability under
its $900 million senior secured ABL revolving credit facility,
lack of near-term debt maturities and expectation of about $200
million of free cash flow generation. CDW has relatively stable
operating margins (though low, similar to other IT distributors),
low capital intensity, and seasonal working capital needs. This,
combined with the focus on continual improvement in working
capital supports the notion of reliable generation of positive
free cash flow which counterbalances Moody's expectation for
modest cash balances ($100 million as of December 2011).

The stable rating outlook reflects CDW's relatively consistent
revenue stream from the public sector (around 40% of revenue),
which counteracts greater fluctuations in corporate sector
revenue, as well as Moody's expectation for continued execution of
its business strategy, stable vendor/customer relationships and
market share gains.

Ratings could be upgraded if CDW's revenue and operating margins
improve to a higher sustainable range (operating margins in mid to
upper single digits) implying increased market share, continued
favorable shift in product mix and/or a lower cost structure. An
upgrade could also occur if total adjusted debt to EBITDA was
expected to be sustained below 4.5x. Ratings could be downgraded
if loss of customers/market share or pricing pressures due to
increasing competition or a weak economic environment led to
margin erosion and impaired interest coverage, reduced free cash
flow generation and leverage sustained above 7x total adjusted
debt to EBITDA.

  Rating Actions:

Corporate Family Rating to B2 from B3

Probability of Default Rating to B2 from B3

$421 Million Senior Secured Term Loan B due October 2014 to B1
(LGD-3, 36%) from B2 (LGD-3, 35%)

$918 Million Senior Secured Extended Term Loan due July 2017 to
B1 (LGD-3, 36%) from B2 (LGD-3, 35%)

$500 Million Senior 8.0% Secured Notes due December 2018 to B1
(LGD-3, 36%) from B2 (LGD-3, 35%)

$1.305 Billion 8.5% Senior Notes due April 2019 to B3 (LGD-4,
62%) from Caa1 (LGD-4, 60%)

$722 Million 12.535% Senior Subordinated Notes due October 2017
to Caa1 (LGD-6, 93%) from Caa2 (LGD-6, 93%)

  Rating Affirmed:

Speculative Grade Liquidity Rating -- SGL-2

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

With headquarters in Vernon Hills, IL, CDW is a leading direct
marketer and value-added reseller (VAR) of multi-branded
information technology (IT) products and value-added services in
the U.S. and Canada. The company is owned by Madison Dearborn
Partners, LLC and Providence Equity Partners Inc.


CELL THERAPEUTICS: Has $5.3 Million Net Loss in February
--------------------------------------------------------
Cell Therapeutics, Inc., provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's management and financial situation.

The Company reported a net loss attributable to common
shareholders of $5.30 million on $0 of revenue for the month ended
Feb. 29, 2012, compared with a net loss attributable to common
shareholders of $5.06 million on $0 of revenue during the prior
month.

Estimated research and development expenses were $2.5 million for
the month of January 2012 and $2.7 million for the month of
February 2012.

A copy of the Report is available for free at:

                        http://is.gd/lVSmZi

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
$62.36 million in 2011, compared with a net loss attributable to
CTI of $82.64 million in 2010.

                     Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated March 8,
2012, expressed an unqualified opinion, with an explanatory
paragraph as to the uncertainty regarding the Company's ability to
continue as a going concern.

The Company's available cash and cash equivalents are $47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were $17.8 million as of Dec. 31, 2011.  The Company
does not expect that it will have sufficient cash to fund its
planned operations beyond the second quarter of 2012, which raises
substantial doubt about the Company's ability to continue as a
going concern.

                         Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, also noted that if
the Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company will
need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity securities,
substantial dilution to existing shareholders may result.  If the
Company fails to obtain additional capital when needed, it may be
required to delay, scale back, or eliminate some or all of its
research and development programs and may be forced to cease
operations, liquidate its assets and possibly seek bankruptcy
protection.


CHAPARRAL ENERGY: Moody's Reviews 'B3' CFR/PDR for Upgrade
----------------------------------------------------------
Moody's Investors Service placed Chaparral Energy, Inc.'s B3
Corporate Family Ratings (CFR), B3 Probability of Default Ratings
(PDR), and Caa1 senior note ratings on review for upgrade.
Chaparral is one of a number of companies identified by Moody's as
being well positioned to benefit from sustained high oil prices.

Ratings Rationale

With nearly 60% of its production comprised of oil and natural gas
liquids, Chaparral is well-positioned to enjoy robust cash flow
generation for at least the next several years based on Moody's
expectations of a sustained high oil price environment. Reflecting
its leverage to liquids production, Chaparral's unleveraged cash
margin has increased to over $30 per Boe, affording it the ability
to withstand commodity price volatility. Chaparral's core
operating production is located in the Mid-Continent, where it is
Oklahoma's third largest producer, and in the Permian Basin. In
the Mid-Continent, Chaparral's conventional drilling techniques
are increasingly being supplemented by the horizontal drilling of
unconventional resource plays and CO2 enhanced oil recovery (EOR)
investment to propel further production growth and reserve adds.
Almost half of the company's roughly $300 million capital spending
budget is expected to soon be directed to EOR activity.

The ratings review is expected to be concluded over the next three
months. Any change in ratings will likely be limited to one notch.

The principal methodology used in rating Chaparral 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.

Chaparral is a privately held E&P company headquartered in
Oklahoma City, Oklahoma. Oil and gas production in 2011 averaged
23,712 Boe per day.


CHARTER COMMUNICATIONS: S&P Rates $750M Subsidiary Term Loan 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to the
proposed secured bank debt of a unit of St. Louis-based cable-TV
operator Charter Communications Inc. "We rated Charter's wholly
owned subsidiary Charter Communications Operating LLC's proposed
$750 million term loan D due 2019 and concurrent $1.1 billion
revolving credit facilities due 2017 at 'BB+' with a '1' recovery
rating, indicating our expectations for very high (90% to 100%)
recovery of principal in the event of a default," S&P said.

"The company intends to use the aggregate proceeds of about $1
billion, including an approximate $250 million draw under the new
$1.1 billion revolver, to repay $230 million outstanding under the
current revolver and an aggregate of $750 million of three term
loans. The modest, $200 million reduction in borrowing capacity
under the new revolving credit facility does not affect our view
of Charter's liquidity as 'adequate.' Charter has
opportunistically extended debt maturities, including through this
proposed refinancing; as a result, pro forma for this refinancing,
only about $500 million of the company's approximately $13 billion
of debt is scheduled to mature through 2013," S&P said.

"The proposed transaction does not affect other ratings on Charter
and related entities, including our 'BB-' corporate credit rating
and stable outlook," S&P said.

RATINGS LIST

Charter Communications Inc.
Corporate credit rating                 BB-/Stable/--

New Ratings

Charter Communications Operating LLC
$750 mil. term loan D due 2019          BB+
  Recovery rating                        1
$1.1 bil. revolvg cred facs due 2017    BB+
  Recovery rating                        1


CHINA RUITAI: Delays Form 10-K for 2011
---------------------------------------
China Ruitai International Holdings Co., Ltd., notified the U.S.
Securities and Exchange Commission that it will be late in filing
its annual report on Form 10-K for the period ended Dec. 31, 2011.
The Company said the review of the financial statements has not
yet been completed.

                         About China Ruitai

Shandong, China-based China Ruitai International Holdings Co.,
Ltd., was organized under the laws of the State of Delaware on
Nov. 15, 1955, under the name "Inland Mineral Resources Corp."
Currently, the Company, through its wholly-owned subsidiary,
Pacific Capital Group Co., Ltd., a corporation incorporated under
the laws of the Republic of Vanuatu, and its majority-owned
subsidiary, TaiAn RuiTai Cellulose Co., Ltd., a Chinese limited
liability company, is engaged in the production, sales, and
exportation of deeply processed chemicals, with a primary focus on
non-ionic cellulose ether products in the People's Republic of
China as well as to the United States, Europe, Japan, India and
South Korea.

As reported by the TCR on April 8, 2011, Bernstein & Pinchuk LLP,
in New York, after auditing the Company's financial statements for
the year ended Dec. 31, 2010, expressed substantial doubt about
China Ruitai's ability to continue as a going concern.  The
independent auditors noted that the Company has negative working
capital.

The Company's balance sheet at Sept. 30, 2011, showed
$130.37 million in total assets, $96.16 million in total
liabilities and $34.21 million in total equity.


CINRAM INTERNATIONAL: S&P Lowers CCR to CC, Withdraws All Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Cinram
International Inc., including its long-term corporate credit
rating on the company to 'CC' from 'CCC'.

"We also revised the recovery rating on the company's senior
secured debt to '5' from '4' given our opinion of a lower
emergence valuation for Cinram compared with our previous
expectations due to the company's poor performance, which we
expect will continue. The '5' recovery rating indicates our
expectation of modest (10%-30%) recovery in a default situation,
in contrast to a '4' recovery rating, which indicates our opinion
of average (30%-50%) recovery. The recovery rating on the first-
out senior secured revolving credit facility is unchanged at '1',
indicating very high (90%-100%) recovery in default," S&P said.

"We base the downgrade on what we view as Cinram's weak liquidity
position and poor operating performance, with reported revenue and
EBITDA dropping 28% and 79% in 2011, compared with 2010, which
resulted in the company's need for waivers to its financial
covenants. Furthermore, Cinram is in discussions with a number of
counterparties concerning strategic alternatives for the business,
which we believe could lead to a debt restructuring given the
ongoing deterioration in its business. A distressed debt
restructuring would constitute an event of default under our
criteria," S&P said.

"We subsequently withdrew all our ratings on Cinram and its
subsidiaries at the company's request. At the time we withdrew the
ratings, the outlook on the company was negative," S&P said.


CIRCUS AND ELDORADO: Has Forbearance until April 30
---------------------------------------------------
Circus and Eldorado Joint Venture, its partners and a significant
holder of its 10 1/8% Mortgage Notes due 2012 have entered into a
support agreement for a restructuring of the Notes.  The holder of
Notes that is party to the Restructuring Support Agreement has
agreed to forbear from exercising remedies, until April 30, 2012,
unless specified milestones are met or unless earlier terminated
pursuant to the terms of the Restructuring Support Agreement.

"We believe that execution of the support agreement is an
important milestone toward restructuring our outstanding mortgage
notes," said Gary Carano, chief executive officer of the
Partnership.  "We are pleased with the progress that we have
continued to make in reaching an agreement with the holders of our
notes.  At the same time, our business continues to generate
positive cash flow and we have sufficient cash to meet our
operating needs.  We remain as committed as ever to providing our
players, guests and team members the same exceptional experience
that they have come to expect from the Silver Legacy."

The proposed restructuring is subject to the satisfaction of
numerous conditions, including (i) the Partnership's entry into a
new $70.0 million first lien credit facility, (ii) execution of
the Restructuring Support Agreement by holders of at least 66% in
principal amount of the Notes and (iii) negotiation of definitive
documents that are satisfactory to the Partnership, its partners
and the holder that is party to the Restructuring Support
Agreement.  As a result, there can be no assurance that a
restructuring will be consummated on the terms described in the
Restructuring Support Agreement, or at all.

                     About Circus and Eldorado

Reno, Nevada-based Circus and Eldorado Joint Venture, doing
business as Silver Legacy Resort Casino, owns and operates the
Silver Legacy Resort Casino, a themed hotel-casino and
entertainment complex in Reno, Nevada.  Silver Legacy is a leader
within the Reno market, offering the largest number of table
games, the second largest number of hotel rooms and the third
largest number of slot machines of any property in the Reno
market.

The Company reported a net loss of $4.0 million on $95.6 million
of revenues for nine months ended Sept. 30, 2011, compared with a
net loss of $3.7 million on $95.1 million of revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$267.8 million in total assets, $165.4 million in total
liabilities, and partners' equity of $102.4 million.

                           *     *     *

As reported by the TCR on March 7, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Reno-based gaming
operator Circus And Eldorado Joint Venture (CEJV), and its issue-
level rating on CEJV's $143 mortgage notes, to 'D' from 'CCC-'.
The rating action followed CEJV's failure to repay the principal
on its mortgage notes at maturity.

"The rating action stems from CEJV's inability to successfully
repay the principal on its mortgage notes, due March 1, 2012,
which constitutes a default under the terms of the notes'
indenture.  CEJV is in continuing discussions with potential
financing sources and the holders of the notes regarding a
restructuring of its obligations under the notes and has entered
into a forbearance agreement with a substantial holder of the
outstanding notes.  CEJV is a joint venture of affiliates of MGM
Resorts International and Eldorado Resorts LLC. CEJV owns and
operates a single property, the Silver Legacy Resort Casino in
Reno," S&P said.


CIRTRAN CORP: Inks Forbearance Deal, Settles Suits Over Debts
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that CirTran Corp. has entered
into two separate forbearance agreements and established loan
repayment schedules with lenders, settling long-standing claims of
default and requests for collateral handover, the company said in
a statement.

West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC)
-- http://www.CirTran.com/-- markets and manufactures energy
drinks under the Playboy brand pursuant to a license agreement
with Playboy Enterprises, Inc.  The Company also provides turnkey
manufacturing services and products using various high-tech
applications for electronics manufacturers in various industries.


CIT GROUP: $75 Million Settlement Gets Preliminary Approval
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a federal judge
granted preliminary approval to a $75 million settlement between
CIT Group Inc. and pre-bankruptcy shareholders over the business
lender's past disclosures around subprime mortgages and student
loans.

CIT Group, according to Reuters, on March 13 asked a federal judge
to approve a $75 million settlement proposal with former CIT
shareholders in a class-action securities fraud lawsuit over
actions preceding the large commercial lender's 2009 bankruptcy.

The preliminary settlement, which was submitted for Manhattan
federal court Judge Barbara Jones' approval, would put an end to a
lawsuit brought on behalf of purchasers of CIT securities from
December 12, 2006 to March 5, 2008.

                        About CIT Group

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

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

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

                          *     *     *

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

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


CLAYTON WILLIAMS: Moody's Puts CFR/PDR on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service has placed Clayton Williams Energy,
Inc.'s (CWEI) Corporate Family Rating (CFR), Probability of
Default Rating (PDR), and senior note ratings on review for
upgrade. CWEI is one of a number of companies identified by
Moody's as being well positioned to benefit from recent industry
technological advances and sustained high oil prices.

Previously, in early March 2012, Moody's changed Clayton Williams'
outlook to positive from negative.  At the same time, Moody's
assigned a Caa1 rating to CWEI's proposed $300 million senior
unsecured notes and affirmed CWEI's B3 Corporate Family Rating and
SGL-3 Speculative Grade Liquidity rating.

Ratings Rationale

CWEI has significant holdings in oil-prone regions in the Permian
Basin and the Giddings Area of Texas. With oil comprising 74% of
its proved developed 39.2 mllion boe of reserves, it has the
embedded cash flow to exploit its positions without placing undue
strain on leverage.

The review is expected to be concluded over the next three months.
Any change in ratings will likely be limited to a one notch
upgrade.

The principal methodology used in rating Clayton Williams 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.


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

Moody's current ratings on CNA Financial Corporation and its
affiliates are:

CNA Financial Corporation

Senior Unsecured (domestic currency) ratings of Baa3

Preferred Stock (domestic currency) ratings of Ba2, (hyb)

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

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

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

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

CNA Financial Capital I

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

CNA Financial Capital II

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

CNA Financial Capital III

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

Rating Rationale

Moody's A3 insurance financial strength ratings on Continental
Casualty Company and members of its intercompany reinsurance pool,
and the Baa3 senior debt rating of the group's parent company, CNA
Financial Corporation (NYSE: CNA), reflect CNA's leadership
position in many major commercial and specialty property &
casualty insurance lines in the US, its sound liquidity position
and good risk-adjusted capitalization, its improved operational
controls and profitable specialty lines segment, and the
historically supportive parentage of Loews Corporation (senior
debt rated A3). These strengths remain tempered by earnings
volatility over time and high combined underwriting ratios in
commercial lines, by potential claim reserve volatility associated
with commercial casualty lines of business, and by exposures to
natural and manmade catastrophes. In August 2010, CNA ceded its
asbestos and pollution (A&P) liabilities, including third party
reinsurance recoverable credit risk, to National Indemnity Company
under a loss portfolio transfer reinsurance arrangement, with
coverage limits approximately $2.4 billion in excess of CNA's then
carried net reserves for A&P claims.

CNA has taken significant actions to improve its expense and
underwriting performance in recent years, as well as to tighten
internal controls and to improve its risk-adjusted capitalization,
as evidenced by the company's improved capital adequacy position.
However, the company's underwriting results remain somewhat weaker
than that many of its predominantly commercial and specialty lines
peers

CNA Financial Corporation is an insurance holding company that is
principally engaged in providing domestic and international
property and casualty insurance. CNA Financial Corporation is
approximately 90% owned by Loews Corporation (Loews) - a holding
company with significant additional holdings in the natural gas
pipeline, offshore drilling and hotel industries. CNA ranks among
the 15 largest property and casualty insurers in the US.

Rating Outlook

The outlook for CNA's ratings is stable.

What to Watch For:

- Current-year combined ratio trend in commercial insurance
   segment

- Potential for unfavorable reserve development given a
   prolonged soft but stabilizing pricing environment in
   commercial and specialty lines

- Potential capital volatility associated with interest-rate
   sensitivity on long-maturity investments

What Could Change the Rating - Up

Factors that could lead to a rating upgrade include a combination
of the following:

- Sustained improvement in core operating earnings, particularly
   in the commercial lines segment

- Adjusted financial leverage below 25% on a sustained basis

- Risk-adjusted capitalization on par with more highly-rated
   industry peers

- An upgrade of Loews Corporation (senior debt at A3)

What Could Change the Rating - Down

Factors that could lead to a downgrade include:

- A non-temporary decline in shareholders' equity of 15% or
   more, absent further capital support from Loews Corporation or
   other outside investors

- Sustained adjusted financial leverage in excess of 30%

- A downgrade of Loews Corporation or an indication of
   diminished support of CNA by Loews

- Earnings coverage of interest on debt and preferred dividends
   below 2x

- Annual adverse reserve development in excess of 5% of total
   reserves

The principal methodology used in these ratings was Moody's Global
Rating Methodology for Property and Casualty Insurers published in
May 2010.


COMCAM INTERNATIONAL: Suspending Filing of Reports with SEC
-----------------------------------------------------------
ComCam International, Inc., filed a Form 15 notifying of its
suspension of its duty under Section 15(d) to file reports
required by Section 13(a) of the Securities Exchange Act of 1934
with respect to its common stock, par value $0.0001 per share.
Pursuant to Rule 12g-4, the Company is suspending reporting
because there are currently less than 500 holders of record of the
common shares.  There were only 128 holders of the common shares
as of March 19, 2012.

                      About ComCam International

West Chester, Pa.-based ComCam International, Inc. is both a
network solutions innovator and a provider of fusion technologies
for security products and modern networks.  The Company's
proprietary digital wireless camera systems and security
integration solutions address complex command-and-control
applications for rapid-deployment military situations, borders,
ports, airports, and detention facilities.

The Company reported a net loss of $1.35 million on $3.55 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $430,648 on $24,086 of revenue during the prior year.

The Company also reported a net loss of $1.47 million on $2.75
million of net revenues for the nine months ended Sept. 30, 2011,
compared with a net loss of $1.07 million on $2.52 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $1.71
million in total assets, $1.94 million in total liabilities and a
$228,902 total stockholders' deficit.

As of Sept. 30, 2011, the Company has negative working capital and
has incurred losses since inception.  These factors taken alone
raise substantial doubt about the Company's ability to continue as
a going concern.  However, management is in the process of
procuring additional financing to expand marketing efforts and
product development, which actions, if successful, will enable the
Company to continue as a going concern.  Nevertheless, there can
be no assurance that sufficient financing will be available to the
Company to successfully pursue its marketing and product
development efforts.


COMMERCIAL VEHICLE: Dismisses Deloitte & Touche, Taps KPMG LLP
--------------------------------------------------------------
The Audit Committee of the Board of Directors of Commercial
Vehicle Group, Inc., approved the dismissal of Deloitte & Touche
LLP as the Company's independent registered public accounting
firm, effective as of March 19, 2012.  The Company notified
Deloitte of its dismissal on March 14, 2012.

During the Company's two most recent fiscal years ended Dec. 31,
2011, and Dec. 31, 2010, Deloitte's reports on the Company's
consolidated financial statements and effectiveness of internal
control over financial reporting did not contain an adverse
opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting principles.

On March 14, 2012, the Audit Committee of the Board of Directors
of the Company approved the appointment of KPMG LLP as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2012.

At no time during fiscal year 2011 or fiscal year 2010 or through
March 19, 2012, did the Company or anyone acting on its behalf
consult with KPMG regarding either (i) the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered
on the Company's consolidated financial statements, and no written
report or oral advice was provided that KPMG concluded was an
important factor considered by the Company in reaching a decision
as to any accounting, auditing or financial reporting issue; or
(ii) any matter that was either (A) the subject of a disagreement
with Deloitte on accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which, if
not resolved to the satisfaction of Deloitte, would have caused
Deloitte to make reference to the matter in their report or (B) a
reportable event of the type described in Item 304(a)(1)(v) of
Regulation S-K.

                  About Commercial Vehicle Group

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

disclosing net
income of $18.59 million on $832.02 million of revenue for the
year ended Dec. 31, 2011, compared with net income of $6.48
million on $597.77 million of revenue during the prior year.

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

                           *     *     *

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

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


COMPETITIVE TECHNOLOGIES: Delays Form 10-K for 2011
---------------------------------------------------
Competitive Technologies, Inc., has experienced delays in
completing its financial statements for the fiscal year ended
Dec. 31, 2011.  As a result, the Company is delayed in filing its
Form 10-K for the year then ended.

                  About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

As reported in the Troubled Company Reporter on Nov. 2, 2010,
Mayer Hoffman McCann CPAs, in New York, expressed substantial
doubt about Competitive Technologies' ability to continue as a
going concern, following the Company's results for the fiscal year
ended July 31, 2010.  The independent auditors noted that at
July 31, 2010, the Company has incurred operating losses since
fiscal year 2006.

The Company reported a net loss of $1.84 million for the nine
months ended Sept. 30, 2011, compared with a net loss of $2.30
million for the nine months ended Oct. 31, 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$5.95 million in total assets, $6.36 million in total liabilities,
all current, and a $409,428 total shareholders' deficit.


CONVERTED ORGANICS: Incurs $17.9 Million Net Loss in 2011
---------------------------------------------------------
Converted Organics Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $17.98 million on $3.15 million of revenue in 2011,
compared with a net loss of $47.81 million on $3.52 million of
revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $6.88 million
in total assets, $11.10 million in total liabilities, and a
$4.22 million total stockholders' deficiency.

For 2011, Moody, Famiglietti & Andronico, LLP, noted that the
Company has suffered recurring losses and negative cash flows from
operations and has an accumulated deficit that raises substantial
doubt about its ability to continue as a going concern.

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

                       http://is.gd/CbV0UB

                     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.


CORRELOGIC SYSTEMS: Disputes Fisher BioServices Claim
-----------------------------------------------------
Bankruptcy Judge Wendelin I. Lipp signed off on a stipulation
between Correlogic Systems, Inc., and Fisher BioServices, Inc.,
extending the deadline for Fisher to file a response to the
Debtor's Objection to Claim No. 41 filed by Fisher.  The response
deadline was extended through and including April 2, 2012.   A
copy of the Court-approved Stipulation and Consent Order, dated
March 29, 2012 is available at http://is.gd/e7c1Xkfrom
Leagle.com.

James M. Greenan, Esq., at McNamee Hosea et al., represents the
Debtor.

Jordan S. Blask, Esq. -- jblask@tuckerlaw.com -- at Tucker
Arensberg, represents Fisher BioServices.

Correlogic Systems, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 10-25974) on July 16, 2010, in Greenbelt.
The Debtor estimated assets and debts of up to $10 million as of
the Petition Date.

Vermillion Inc. entered into an asset purchase agreement with
Correlogic whereby Vermillion agreed to pay $435,000 in cash for
substantially all of Correlogic's assets in connection with its
ovarian cancer diagnostics business, which include certain
diagnostic samples, software and IP.  Vermillion --
http://www.vermillion.com/-- is engaged in the discovery,
development and commercialization of novel high-value diagnostic
tests that help physicians diagnose, treat and improve outcomes
for patients.


CORUS BANK: Fort Lauderdale Tower Foreclosed, Set to Open
---------------------------------------------------------
Dow Jones' DBR Small Cap reports that after about four years of
delays, a condominium-hotel project in Fort Lauderdale, Fla., with
controversial ties to Donald Trump has taken a major step toward
opening its doors.  A Starwood Capital Group-led venture
foreclosed on the 298-unit property with ocean views that was once
billed as the Trump International Hotel & Tower, Fort Lauderdale.
After the venture formally takes control, it can finally open or
sell the property, which got so close to completion that it now
has water in its swimming pool and furniture in its lobby.

According to the report, the foreclosure also shines new light on
what was one of the most high-profile distressed deals of the
downturn: the Starwood venture?s acquisition of a $4.5 billion
loan portfolio of failed Corus Bank from the Federal Deposit
Insurance Corp.  The portfolio included the defaulted $139 million
first mortgage on the Fort Lauderdale tower.


CRESCENT RESOURCES: Judge Merges Creditors' Suits Over Duke Deal
----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Texas federal
judge on Thursday consolidated and removed from bankruptcy court
several suits filed on behalf of Crescent Resources LLC creditors
over a 2006 debt transaction involving investment banks that
allegedly left the company insolvent while parent Duke Energy
Corp. raked in $1.6 billion.

According to Law360, the order, issued by U.S. District Judge Sam
Sparks, denied Duke's motion to dismiss a suit brought against the
parent by the litigation trust set up in Crescent's reorganization
plan, which asserts claims for fraudulent transfer and unjust
enrichment, among others.

                      About Crescent Resources

Crescent Resources, LLC -- http://www.crescent-resources.com/--
was a real estate development and management organization which
developed, owned, leased, managed, and sold real estate since
1969.  Crescent Resources and its debtor-affiliates filed for
Chapter 11 protection (Bankr. W.D. Tex. Lead Case No. 09-11507) on
June 10, 2009, estimating more than $1 billion in assets and
debts.  Judge Craig A. Gargotta presided over the case.  Eric J.
Taube, Esq., at Hohmann, Taube & Summers, L.L.P., served as the
Debtors' bankruptcy counsel.  The Official Committee of Unsecured
Creditors in Crescent Resources tapped Martinec, Winn, Vickers &
McElroy, PC, as counsel.  On Dec. 20, 2010, the Court signed an
order confirming the Debtors' Revised Second Amended Joint Plan of
Reorganization.


CYBERDEFENDER CORP: Gets Bankruptcy Judge OK to Auction Assets
--------------------------------------------------------------
Dow Jones' DBR Small Cap reports that CyberDefender won approval
to move ahead with a bankruptcy auction of its business.

The Company has entered into an asset purchase agreement to sell
substantially all assets to GR Match, an affiliate of Guthy-
Renker, absent higher and better offers.

                        About CyberDefender

Los Angeles, Calif.-based CyberDefender Corporation is a provider
of remote LiveTech services and security and computer optimization
software and to the consumer and small business market.  The
Company's mission is to bring to market advanced solutions to
protect computer users against Internet viruses, spyware, identity
theft and related security threats.

The Company reported a net loss of $17.58 million on $39.88
million of total net revenue for the nine months ended Sept. 30,
2011, compared with a net loss of $31.21 million on $31.93 million
of total net revenue for the same period a year ago.

In regulatory filings, the Company disclosed $7.96 million in
total assets, $42.54 million in total liabilities, and a $34.58
million total stockholders' deficit, as of Sept. 30, 2011.

CyberDefender Corporation filed for Chapter 11 protection (Bankr.
D. Del. Case No. 12-10633) on Feb. 23, 2012.

The Company, which estimated up to $10 million in assets and up to
$50 million in liabilities as of the Chapter 11 filing,
concurrently announced that it has entered into an asset purchase
agreement with GR Match, an affiliate of Guthy-Renker, to sell
substantially all of its assets to GR Match.

GR Match has committed to provide up to $4.6 million in debtor-in-
possession financing.

XRoads Solutions Group, LLC serves as financial advisor to the
Company and Pachulski Stang Ziehl & Jones LLP (James E. O'Neill)
serves as bankruptcy counsel.


DASODA CORP: Dismisses Lawsuit Over Kiddie Academy Franchise
------------------------------------------------------------
District Judge Dennis M. Cavanaugh granted the motions filed by
defendants CIT Group Inc. and Mark E. Moreno and by defendants
Kiddie Academy Domestic Franchising, LLC, William Endres, Gregory
Helwig, Michael Miller, Steven Troy, and Susan Wise to dismiss the
lawsuit, Mark C. Meade, v. Kiddie Academy Domestic Franchising, et
al., Civil Action No. 11-cv-4077 (D. N.J.).  The case involves
alleged fraudulent statements and misrepresentations made in
connection with a franchise agreement.  Kiddie Academy and the
Dasoda Corporation are parties to a Franchise Agreement entered
into for the operation of a Kiddie Academy franchise in Jackson,
New Jersey, on Nov. 15, 2006.  Mark C. Meade is the president of
Dasoda.  CIT Group loaned Dasoda funds to purchase and operate the
Kiddie Academy franchise at issue.  Mark E. Moreno is a former
employee of CIT Group.

A copy of the Court's March 28, 2012 Opinion is available at
http://is.gd/jCODTgfrom Leagle.com.

Dasoda Corp. filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case
No. 10-39528) on Sept. 24, 2010, listing under $1 million in
assets and debts.  A copy of the petition is available at no
charge at http://bankrupt.com/misc/njb10-39528.pdf


DENNY'S CORP: Robert Rodriguez Ceases to Hold COO Position
----------------------------------------------------------
Robert Rodriguez, who had served as the Chief Operating Officer of
Denny's Corporation, is no longer an employee or officer of the
Company effective March 30, 2012.

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company's balance sheet at Dec. 28, 2011, showed
$350.50 million in total assets, $360.17 million in total
liabilities and a $9.67 million total shareholders' deficit.

As the Company is heavily franchised, its financial results are
contingent upon the operational and financial success of its
franchisees.  The Company receives royalties, contributions to
advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

                          *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.


DETROIT, MI: Judge Stands by His Financial Crisis Review Order
--------------------------------------------------------------
American Bankruptcy Institute reports that a Michigan judge
refused to back off an order requiring his approval for
implementation of any agreement between Detroit and a state
financial review team to address the city's financial crisis.


DEX ONE: S&P Raises Corp. Credit Rating to 'CCC'; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Cary, N.C.-based Dex One Corp. and related entities to
'CCC' from 'SD' (selective default). The rating outlook is
negative.

"At the same time, we affirmed our issue-level rating on Dex Media
East Inc.'s $672 million outstanding term loan, Dex Media West
Inc.'s $594 million outstanding term loan, and R.H. Donnelley
Inc.'s $866 million outstanding term loan due 2014 at 'D'. The
recovery rating on these loans remains at '5', indicating our
expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default," S&P said.

"We also raised our rating on Dex One Corp.'s subordinated $300
million notes due 2017 to 'CC' from 'C'. The recovery rating
remains at '6', indicating our expectation of negligible recovery
(0% to 10%) for noteholders in the event of a payment default,"
S&P said.

"The upgrade reflects our assessment of the company's credit
profile after the completion of the subpar repurchase transaction
in light of upcoming maturities, future subpar repurchases, and
our expectation of a continued week operating outlook," explained
Standard & Poor's credit analyst Chris Valentine.

"The company's March 9, 2012 amendment allows for ongoing subpar
repurchases of its term debt until 2013, as long as certain
conditions are met. Additionally, on March 22, 2012, the company
announced the commencement of a cash tender offer to purchase a
portion of its senior subordinated notes due in 2017 below par.
The term loan and subordinated notes are trading at a significant
discount to their par values, providing the company an economic
incentive to pursue a subpar buyback. We believe that these
circumstances suggest a high probability of future subpar
buybacks, which are tantamount to default under our criteria," S&P
said.

"The 'CCC' corporate credit rating reflects our view that Dex
One's business will remain under pressure given the unfavorable
outlook for print directory advertising. We view the company's
rising debt leverage, low debt trading levels, weak operating
outlook, and steadily declining discretionary cash flow as
indications of financial distress. As such, we continue to assess
the company's financial risk profile as 'highly leveraged,' based
on our criteria. We regard the company's business risk profile as
'vulnerable,' based on significant risks of continued structural
and cyclical decline in the print directory sector. Structural
risks include increased competition from online and other
distribution channels as small business advertising expands across
a greater number of marketing channels," S&P said.

"Under our base-case scenario, we expect Dex One's 2012 revenues
and EBITDA to show a mid-teens percentage and high-teens to low-
20% rate decline, reflecting ongoing advertising declines due to a
continued shift toward more efficient and lower-cost digital
advertising platforms. Despite good growth in online bookings,
which amount to about 20% of total bookings, we believe that total
bookings will continue to decline at a mid-teens percentage rate
over the near term. We do not expect that digital booking growth
will offset print booking declines because Dex One has not been
able to convert a significant portion of its print customer
relationships into digital customers, even though some have been
bundled. As a result, we expect the EBITDA margin to deteriorate
at an increasing rate, leverage to continue to rise, and
discretionary cash flow to decline further," S&P said.


DIGITAL REALTY: Fitch Assigns 'BB+' Rating on Preferred Stock
-------------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BB+' to the 6.625%
series F cumulative redeemable preferred stock issued by Digital
Realty Trust, Inc. (NYSE: DLR) for gross proceeds of $175 million.
Digital Realty Trust, Inc. intends to contribute the net proceeds
from the offering, $169.5 million before the underwriters'
overallotment option, to its operating partnership, Digital Realty
Trust, L.P.

The operating partnership will subsequently use the net proceeds
to temporarily repay borrowings under its global revolving credit
facility, to acquire additional properties, to fund development
and redevelopment opportunities, for general corporate purposes,
including potentially for the repurchase, redemption or retirement
of outstanding debt or preferred equity securities.

Fitch currently rates Digital Realty Trust, Inc. and Digital
Realty Trust, L.P. (collectively Digital Realty) as follows:

Digital Realty Trust, Inc.

  -- Issuer Default Rating (IDR) 'BBB';
  -- $452.3 million redeemable preferred stock 'BB+';
  -- $292.5 million convertible preferred stock 'BB+'.

Digital Realty Trust, L.P.

  -- IDR 'BBB';
  -- $1.5 billion unsecured revolving credit facility 'BBB';
  -- $1.4 billion senior unsecured notes 'BBB';
  -- $266.4 million senior unsecured exchangeable notes 'BBB'.

The Rating Outlook is Stable.

The company's 'BBB' IDR reflects the solid performance of the
company's large datacenter portfolio.  The portfolio benefits from
favorable demand, high barriers to entry, as well as long-term
leases, and contributes towards improving fixed charge coverage.
Digital Realty also has a strong balance sheet, a deep bench in
terms of real estate and technical expertise professionals, and a
good liquidity profile.

The ratings also take into account that the company is a niche
real estate investment trust (REIT) that is by definition exposed
to the technology industry.  Technology industry obsolescence and
cycles can cause industry volatility, creating vacancy but also
enable new entrants to fill empty space.  In addition, the company
has robust unencumbered asset coverage of unsecured debt, but its
access to secured debt for contingent liquidity and financial
flexibility may be more constrained than for REITs in other
commercial property sectors.

Positive demand drivers for datacenters include growth in data
storage and use by corporate enterprises, telecommunication
companies, providers of colocation (multi-tenant datacenter
product offered on the basis of individual racks or cages), and
other customers such as social networking sites.  Cloud computing
(shared resources provided to internet computing devices on
demand) and other changes in information technology are also
boosting datacenter demand, while expensive building costs limit
new supply.

In this context, leasing trends remain positive for Digital
Realty's Turn-Key Datacenters (TKD) that offer metered power to
various customers, as well as Powered Base Building (PBB) space
that enables tenants to build out their own datacenter facilities.
TKD and PBB lease renewal rates increased in the fourth quarter of
2011 (4Q'11) by 2.2% and 15.3%, respectively, resulting in same
store net operating income growth of 6.4% in 4Q'11.  Same store
NOI increased by 9.9%, 11.1% and 9.4% in 3Q'11, 2Q'11 and 1Q'11,
respectively.  Tier1 Research, LLC projects that datacenter
revenue growth will continue on its current trajectory during
2012-2013, which Fitch believes will provide opportunities for
Digital Realty to continue to increase rents and leasing up space
under construction.

Top tenants as of Dec. 31, 2011 were CenturyLink, Inc. (Fitch IDR
'BBB-' with a Stable Outlook) at 10.2% annualized rent, Equinix
Operating Company, Inc. at 4.1%, Facebook, Inc. at 3.9%, TelX
Group, Inc. at 3.4%, and Morgan Stanley (Fitch IDR 'A' with a
Stable Outlook) at 3.4%.  Exposure to top tenants is declining via
acquisitions, and CenturyLink's acquisition of Savvis in July 2011
improved the credit profile of Digital Realty's top tenant, both
of which Fitch views positively.

Digital Realty's remaining lease term was seven years and weighted
average original lease term was 13.9 years as of Dec. 31, 2011,
providing cash flow predictability absent tenant bankruptcies.
The company also has a staggered lease expiration schedule.  As of
Dec. 31, 2011, 5.9%, 8.1%, and 12.7% of annualized rent was
scheduled to expire in 2012, 2013, and 2014, respectively.

The company's fixed charge coverage ratio (recurring operating
EBITDA less recurring capital expenditures less straight-line rent
adjustments divided by total interest incurred and preferred
dividends) was 2.8 times (x) in 2011, up from 2.4x and 2.2x in
2010 and 2009, respectively.  4Q'11 fixed charge coverage was 2.7x
and coverage declines to 2.6x pro forma for the series F preferred
stock transaction, as the company used the proceeds to pay down a
portion of lower cost obligations on the revolving credit
facility.

Fitch projects continued mid-to-high single same-store NOI growth,
along with acquisitions in the 8% to 9% capitalization rate range
and a gradual lease-up of construction in progress, to result in
fixed charge coverage approaching 3.0x over the next 12 to 24
months.

In a downside case where the majority of the company's current
development pipeline remains unleased, fixed charge coverage would
decline from current levels but remain above 2.5x, which would be
adequate for the current rating.  In a more adverse case not
anticipated by Fitch whereby tenant bankruptcies result in a 10%
decline in NOI, fixed charge coverage would fall just below 2.5x,
which would be weak for the current rating.

Digital Realty has low leverage for a REIT with net debt to
recurring operating EBITDA of 4.7x as of Dec. 31, 2011 compared
with 5.5x and 4.5x as of Dec. 31, 2010 and Dec. 31, 2009.  Net
debt to 4Q'11 annualized recurring operating EBITDA pro forma for
the series F preferred stock transaction is 4.2x.  Fitch
anticipates that leverage will sustain in the mid 4x to 5x range
as the company continues to utilize a combination of debt and
equity issuance to fund acquisitions and development.  For
example, on Feb. 22, 2012, the company acquired Convergence
Business Park in Lewisville, TX for $123 million, which was funded
with the revolving credit facility, and year-to-date through March
28, 2012, the company sold 957,000 shares under its at-the-market
equity distribution program.

In a downside case where the majority of the company's current
development pipeline remains unleased, leverage would approach
5.0x in the near term.  In a more adverse case not anticipated by
Fitch whereby tenant bankruptcies result in a 10% decline NOI,
leverage would rise above 5.0x.  Both of these downside leverage
levels would remain appropriate for the rating.

Digital Realty's management team has a good track record of
acquiring and developing assets with attractive returns, as well a
technical staff focused on operating efficiencies.  For example,
the company improved the efficiency of cooling towers in the
Rockwood Capital/365 Main portfolio by providing additional IT
load, which generated incremental revenue.

The company has a strong liquidity position. Its base case
liquidity coverage ratio assuming no additional capital raises is
3.6x for Jan. 1, 2012 to Dec. 31, 2013 pro forma for the series F
preferred stock transaction.  Fitch calculates base case liquidity
coverage as liquidity sources (unrestricted cash, availability
under the company's $1.5 billion global unsecured credit facility
pro forma for the series F preferred stock issuance, and projected
operating cash flow after dividends and distributions), divided by
liquidity uses (debt maturities and projected recurring capital
expenditures).  When including expected direct project costs to be
spent for Digital Realty's construction projects in progress as a
liquidity use, base case liquidity coverage remains good at 1.8x.
While development entails material lease-up risk, the company a
track record of stabilizing occupancy fairly quickly.

While the company's metrics are strong for a 'BBB' IDR, the rating
takes into account the company's exposure to the technology
market.  Digital Realty went public in 2004 several years after
the dot com bubble burst and has experienced a favorable
technology environment through economic cycles.  Moreover,
uncertainties lurk, such as the risk that Digital Realty's more
successful tenants choose to develop their own datacenters, as
opposed to lease space from the company.

Digital Realty's top five markets are Silicon Valley (12% of
annualized rent as of Dec. 31, 2011), Northern Virginia (10.4%),
San Francisco (9.7%), the New York metropolitan region (9.3%), and
Dallas (9.2%).  The company continues to expand in Europe and
across the Asia-Pacific, including Singapore and Australia, to
take advantage of datacenter needs.  This expansion should provide
a broader tenant base and the potential for above-average
investment returns.

As of Dec. 31, 2011, Digital Realty's portfolio consisted of 101
properties, excluding three unconsolidated joint venture
properties, of which 75% is unencumbered based upon annualized
4Q'11 NOI.  Unencumbered assets (4Q'11 unencumbered NOI divided by
a stressed capitalization rate of 10%) to unsecured debt was 2.2x
as of Dec. 31, 2011, and 2.4x pro forma for the series F preferred
stock transaction, which is solid for a 'BBB' IDR.  However, the
company's access to secured debt for contingent liquidity may be
more constrained than for REITs in more conventional commercial
property sectors given the less-proven nature of the asset class
through cycles.  That being said, the covenants in the company's
credit agreements do not restrict Digital Realty's financial
flexibility.

The Stable Outlook reflects Fitch's projection that fixed charge
coverage will approach 3x, that leverage will remain approximately
in the mid-4x range, and that the company will continue its
gradual tenant and asset diversification via acquisitions and
development.

The two-notch differential between Digital Realty's IDR and
preferred stock rating is consistent with Fitch's criteria for
corporate entities with an IDR of 'BBB'.  Based on Fitch research
titled 'Treatment and Notching of Hybrids in Nonfinancial
Corporate and REIT Credit Analysis', available on Fitch's web site
at 'www.fitchratings.com', these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

Fitch does not anticipate positive rating momentum over the near
term. However, the following factors may have a positive impact on
Digital Realty's ratings and/or Outlook:

  -- Fixed charge coverage sustaining above 3.0x (fixed charge
     coverage ratio was 2.8x in 2011, 2.7x in 4Q'11 and 2.6x pro
     forma for the series F preferred stock offering);
  -- Net debt to recurring operating EBITDA sustaining below 4.5x
     (leverage was 4.5x as of Dec. 31, 2011 and 4.2x pro forma for
     the series F preferred stock offering);
  -- Increased mortgage lending activity in the datacenter sector;
  -- Broader tenant and asset diversification.

The following factors may have a negative impact on Digital
Realty's ratings and/or Outlook:

  -- Fixed charge coverage sustaining below 2.5x;
  -- Net debt to recurring operating EBITDA sustaining above 6.0x;
  -- Base case liquidity coverage sustaining below 1.0x.


DIGITAL REALTY: S&P Rates $175-Mil. Preferred Stock 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue rating
to Digital Realty Trust Inc.'s $175 million 6.625% cumulative
redeemable preferred stock series F.

"The company plans to use the net proceeds from the offering to
temporarily repay borrowings under its global revolving credit
facility, acquire additional properties, fund development and
redevelopment opportunities. The company also plans to use the net
proceeds for general corporate purposes such as for the
repurchase, redemption, or retirement of outstanding debt and/or
preferred equity securities. As of March 26, 2012, Digital's $1.5
billion global revolving credit facility (due November 2016) had
total outstanding borrowings of $583.5 million, excluding
committed letters of credit," S&P said.

"Our ratings on Digital Realty Inc. and Digital Realty Trust L.P.
(collectively, Digital) acknowledge the company's 'satisfactory'
business profile, given its good competitive position as a
multimarket datacenter provider, and a financial profile that we
currently consider 'intermediate,' based on moderate leverage,
strong debt coverage measures, and management's willingness to
date to issue equity to finance leverage-neutral growth," S&P
said.

"Our stable outlook reflects Digital's well-occupied portfolio,
very manageable lease expirations, contractual rent increases, and
positive mark-to-market rent profile. Management's demonstrated
leverage-neutral growth to date supports our expectations for
steady leverage and coverage metrics. Given management's growth
appetite, we are unlikely to raise the ratings in the near term.
However, longer term, we would consider an upgrade if the company
profitably executes its geographic expansion, development, and
redevelopment pursuits while sustaining a high-2x fixed-charge
coverage ratio while lengthening its debt tenor. We would lower
the rating if fixed-charge coverage falls materially below 2.4x or
if total coverage drops below 1.1x, which we consider unlikely,"
S&P said.

RATINGS LIST

Digital Realty Trust Inc./Digital Realty Trust L.P.

  Corporate credit rating                      BBB/Stable/--

Rating Assigned

Digital Realty Trust Inc.
  $175 million 6.625% pfd stock series F       BB+


DOT VN: Incurs $510,590 Net Loss in Jan. 31 Quarter
---------------------------------------------------
DOT VN, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $510,590 on $180,110 of revenue for the three months ended
Jan. 31, 2012, compared with a net loss of $993,813 on $212,299 of
revenue for the same period a year ago.

The Company reported a net loss of $2.89 million on $644,996 of
revenue for the nine months ended Jan. 31, 2012, compared with a
net loss of $3.95 million on $790,609 of revenue for the same
period during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed $2.49 million
in total assets, $9.20 million in total liabilities and a $6.70
million total shareholders' deficit.

Following the 2011 results, PLS CPA, in San Diego, Calif., noted
that the Company's losses from operations raised substantial doubt
about its ability to continue as a going concern.

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

                         http://is.gd/HGEdQP

                            About Dot VN

Dot VN, Inc. (OTC BB: DTVI) -- http://www.DotVN.com/-- provides
Internet and telecommunication services for Vietnam and operates
and manages Vietnam's innovative online media web property,
http://www.INFO.VN

The Company is the "exclusive online global domain name registrar
for .VN (Vietnam)."  Dot VN is the sole distributor of Micro-
Modular Data Centers(TM) solutions and E-Link 1000EXR Wireless
Gigabit Radios to Vietnam and Southeast Asia region.  Dot VN is
headquartered in San Diego, California with offices in Hanoi,
Danang and Ho Chi Minh City, Vietnam.

Dot VN was incorporated in the State of Delaware on May 27, 1998,
under the name Trincomali Ltd.


DRYDOCKS WORLD: May Seek Legal Ruling on Debt Restructuring
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Drydocks World is
threatening to seek a legal ruling from a special Dubai tribunal
set up during the emirate's debt crisis in 2009, in order to
overcome the opposition of some lenders to its $2.2 billion debt
restructuring plan, according to four people familiar with the
matter.

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


EAGLE HOSPITALITY: Meets With FRBNY, Mulls Chapter 11
-----------------------------------------------------
Representatives of Eagle Hospitality Properties Trust, Inc.
disclosed that the Federal Reserve Bank of New York had granted
them a meeting regarding their request to restructure a portfolio
of commercial real estate loans secured by Eagle's hotel
properties and related assets.  At the meeting, a possible means
of restructuring was discussed between FRBNY and Eagle.  The
loans, which mature in September 2012, were acquired by FRBNY from
Bear Stearns as part of the United States government's acquisition
of certain Bear Stearns' assets in JPMorgan Chase's takeover of
Bear Stearns in 2008.

A restructuring of the loans could be beneficial for all the loan
parties and to third parties, including investors and hotel
workers, whose livelihood and investments are tied to the
successful operation of the underlying hotel properties.

While Eagle was encouraged by its discussions with FRBNY, there is
no restructuring agreement in place.  Therefore, Eagle, working
with the Business Solutions & Governance Department at Dewey &
LeBoeuf, is simultaneously exploring all available alternatives
and strategies to restructure the loans, including a potential
chapter 11 bankruptcy case.  It remains Eagle's hopes that all
litigation scenarios will be avoided.

                      About Eagle Hospitality

Eagle Hospitality Properties Trust is real estate investment trust
that owns 13 upscale full-service, all-suite hotels in Puerto
Rico, Arizona, California, Colorado, Florida, New York, Kentucky,
Ohio, Illinois, and Massachusetts.

On August 15, 2007, Eagle Hospitality Properties Trust, Inc.
completed a merger with AP AIMCAP Holdings LLC, a Delaware limited
liability company (also known as "New Eagle"), a joint venture of
Apollo Real Estate Venture Fund V, L.P. and AIMCAP VII LLC,
pursuant to a Plan of Merger, dated as of April 27, 2007.


EASTBRIDGE INVESTMENT: Incurs $766,000 Net Loss in 2011
-------------------------------------------------------
EastBridge Investment Group Corporation filed with the U.S.
Securities and Exchange Commission its Annual Report on Form 10-K
disclosing a net loss of $766,414 on $35,500 of revenue in 2011,
compared with a net loss of $174,955 on $1.74 million of revenue
in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.54 million
in total assets, $1.97 million in total liabilities and a $425,656
total stockholders' deficit.

For 2011, Tarvaran Askelson & Company, LLP, in Laguna Niguel,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company's viability is dependent upon its ability
to obtain future financing and the success of its future
operations.

                         Bankruptcy Warning

The independent auditor's report on the Company's financial
statements contains explanatory language that substantial doubt
exists about the Company's ability to continue as a going concern.
The report states that the Company depends on the continued
financial contributions of its executive officers and their
ability to execute its business strategy and to generate liquidity
from its client engagements.  If the Company is unable to obtain
sufficient additional financing in the near term, achieve
profitability or achieve client listing obligations, then the
Company would, in all likelihood, experience severe liquidity
problems and may have to curtail its operations.  If the Company
curtails its operations, it may be placed into bankruptcy or
undergo liquidation, the result of which will adversely affect the
value of its common shares.

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

                        http://is.gd/twSm9E

                    About EastBridge Investment

Scottsdale, Arizona-based EastBridge Investment Group Corporation
is one of a small group of United States companies solely
concentrated in marketing business consulting services to closely
held, small to mid-size Asian companies that require these
services for expansion.  EastBridge had fourteen clients as of the
date of this filing, that it is assisting in becoming public
companies, reporting pursuant to the Securities Exchange Act of
1934, as amended, in the United States and obtaining listings for
their stock on a U.S. stock exchange or over-the-counter market.
All clients are located in Asia-Pacifica.


EAU TECHNOLOGIES: Delays Form 10-K for 2011
-------------------------------------------
EAU Technologies, Inc., was unable to file its annual report on
Form 10-K for the period ended Dec. 31, 2011, within the
prescribed time period without unreasonable effort or expense.
The compilation, dissemination and review of the information
required to be presented in the Dec. 31, 2011, Form 10-K has
imposed time constraints that have rendered timely filing of the
Form 10-K impracticable without undue hardship and expense to the
Company.

The Company is still in the process of compiling the necessary
information to complete the Form 10-K and of obtaining the audit
of the financial statements by the Company's Auditors by the
filing deadline.

The Company expects to file the Form 10-K on or before Monday,
April 16, 2012, in full compliance with the rules of the SEC.

                       About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.

As reported by the TCR on April 7, 2011, HJ & Associates, LLC, in
Salt Lake City, Utah, expressed substantial doubt about EAU
Technologies' ability to continue as a going concern following the
Company's 2010 results.  The independent auditors noted that the
Company has a working capital deficit as well as a deficit in
stockholders equity.

The Company also reported a net loss of $2.25 million on
$1.25 million of net revenues for the nine months ended Sept. 30,
2011, compared with net income of $3.15 million on $247,966 of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$2.58 million in total assets, $8.81 million in total liabilities,
all current, and a $6.22 million total stockholders' deficit.


EGPI FIRECREEK: Delays Form 10-K for 2011
-----------------------------------------
EGPI Firecreek, Inc., was unable to file its Form 10-K within the
prescribed period without unreasonable expense because management
has not been able to complete the adjustments necessary to prepare
the Form 10-K due to outside information not yet available.  The
Company fully expects to be able to file within the additional
time allowed by this report.

                        About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

The Company's balance sheet at June 30, 2011, showed $5.14 million
in total assets, $5.00 million in total liabilities, all current,
$3.73 million in Series D preferred stock, and a $3.59 million
total shareholders' deficit.

M&K CPAS, PLLC, in Houston, expressed substantial doubt about EGPI
Firecreek's ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
operations.


ELPIDA MEMORY: SK Hynix Submits Preliminary Bid Proposal
--------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that SK Hynix Inc., the
world's second-largest computer memory chip maker after Samsung
Electronics Co., said Friday that it has submitted a preliminary
bid proposal for struggling Japanese chip maker Elpida Memory Inc.

                         About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

Elpida Memory, Inc., and its consolidated subsidiary, Akita
Elpida Memory, Inc., filed for corporate reorganization
proceedings in Tokyo District Court on Feb. 27, 2012.

The Tokyo District Court immediately rendered a temporary
restraining order to restrain creditors from demanding repayment
of debt or exercising their rights with respect to the company's
assets absent prior court order.

Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida said liabilities totaled JPY448.03 billion, or $5.52
billion, as of March 31, 2011.   Elpida's total outstanding
loans equal JPY102 billion and its total outstanding bonds equal
JPY138.3 billion.  Elpida's loan facilities include a (i) JPY66.6
billion secured syndicated loan facility due April 2, 2012;
(ii)  JPY18.3 billion secured syndicated loan facility due
March 31, 2012; (iii)  JPY6 billion secured loan from the
Development Bank of Japan, Inc. due March 31, 2013; (iv) JPY10
billion unsecured loan from the DBJ due April 2, 2012; and (v)
JPY1 billion unsecured loan from ORIX Trust and Banking
Corporation due Sept. 30, 2013.

Elpida Memory Inc. is also seeking the U.S. bankruptcy court's
recognition of its reorganization proceedings currently pending
in Tokyo District Court, Eight Civil Division.

Yuko Sakamoto, as foreign representative, filed a Chapter 15
petition (Bankr. D. Del. Case No. 12-10947) for Elpida on
March 19, 2012.


ELPIDA MEMORY: CDS Holders Will Get 79% of Notional Value
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that holders of credit
default swaps for Elpida Memory Inc. will receive 79% of the
notional value of their contracts, according to the result of an
auction.

                       About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

Tokyo, Japan-based Elpida Memory Inc. sought  the U.S.
bankruptcy court's recognition of its reorganization proceedings
currently pending in Tokyo District Court, Eight Civil Division.

Yuko Sakamoto, as foreign representative, filed a Chapter 15
petition (Bankr. D. Del. Case No. 12-10947) for Elpida on
March 19, 2012.

Elpida Memory and its subsidiary, Akita Elpida Memory, Inc., filed
for corporate reorganization proceedings in Tokyo District Court
on Feb. 27, 2012.

The Tokyo District Court immediately rendered a temporary
restraining order to restrain creditors from demanding repayment
of debt or exercising their rights with respect to the company's
assets absent prior court order.

Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.


EMPIRE RESORTS: Incurs $24,000 Net Loss in 2011
-----------------------------------------------
Empire Resorts, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$24,000 on $70.19 million of net revenues for the year ended
Dec. 31, 2011, compared with a net loss of $17.57 million on
$68.54 million of net revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $49.83
million in total assets, $24.95 million in total liabilities and
$24.87 million in total stockholders' equity.

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

                        http://is.gd/9WdPec

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.


ENER1 INC: Officially Emerged from Chapter 11 on March 30
---------------------------------------------------------
Ener1, Inc., announced Friday it has completed its financial
restructuring and successfully emerged from Chapter 11 bankruptcy
as a privately-held company.  The U.S. Bankruptcy Court in the
Southern District of New York confirmed the Company's Plan of
Reorganization on Feb. 28, 2012, and the Plan became effective on
March 30, 2012.

Alex Sorokin, Ener1's interim-CEO said, "We have emerged from
bankruptcy with significantly less debt, more working capital and
a stronger financial position to enable us to compete more
effectively in pursuing business opportunities to provide energy
storage solutions for electric grid, transportation and industrial
applications.  We are grateful for the strong support of our
primary investors, customers, employees and suppliers throughout
this process."

The Company restructured its long-term debt and secured an
infusion of up to $86 million of new equity funding, which will
support the continued operation of Ener1's subsidiaries.  In
addition to the new equity funding, the holders of the existing
senior notes, the convertible notes and a line of credit have
restructured their debt in a partial debt-for- equity exchange.

In accordance with Ener1's prior announcements, and as provided
for by the Plan, Ener1's common stock (which had traded over the
counter with the symbol HEVV) was canceled effective as of
March 30, 2012, and Ener1 will no longer be an SEC reporting
company.  Holders of the canceled common stock did not receive any
distribution of any kind under the Plan.

The Company issued new shares of preferred stock in consideration
of the new equity funding that will flow into the Company and in
repayment of the debtor-in-possession loan received by the Company
in connection with the restructuring.  The existing senior notes
were exchanged for a combination of cash, new common stock and new
notes, while the convertible notes were exchanged for a
combination of cash and new common stock.  The amount due under
the existing line of credit was canceled in exchange for new
common stock.

                            About Ener1

Ener1 Inc. (OTC: HEVV) -- http://www.ener1.com/-- is a New York-
based developer of compact, lithium-ion-powered energy storage
solutions for applications in the electric utility, transportation
and industrial electronics markets.  It has three business lines:
EnerDel, an 80.5% owned subsidiary, which is 19.5% owned by
Delphi, develops Li-ion batteries, battery packs and components
such as Li-ion battery electrodes and lithium electronic
controllers for lithium battery packs; EnerFuel develops fuel cell
products and services; and NanoEner develops technologies,
materials and equipment for nano-manufacturing.

Ener1, which received a $118 million U.S. Energy Department grant
to make electric-car batteries, filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Case No. 12-10299) on Jan. 26, 2012, to implement
a prepackaged plan of reorganization.  The Plan has been
unanimously accepted by all of Ener1's impaired creditors.

Judge Martin Glenn oversees the case.  Reed Smith LLP is Ener1's
legal adviser and its financial adviser is Houlihan Lokey Capital
Inc.  The Garden City Group serves as its claims and noticing
agent.  In its petition, Ener1 estimated $73,900,000 in assets and
$90,538,529 in liabilities.  The petition was signed by Alex
Sorokin, interim chief executive officer.

Bzinfin, S.A., is represented in the case by Andrew E. Balog,
Esq., and John H. Bae, Esq., at Greenberg Traurig, LLP.  Counsel
to Goldman Sachs Palmetto State Credit Fund, L.P., and Liberty
Harbor Special Investments, LLC, are Gary Holtzer, Esq., and Ronit
Berkovich, Esq., at Weil, Gotshal & Manges LLP.

The U.S. Bankruptcy Court in the Southern District of New York
confirmed the Company's Plan of Reorganization on Feb. 28, 2012,
and the Plan became effective on March 30, 2012.

The Plan provides for a restructuring of the Company's long-term
debt and the infusion of up to $86 million of new capital pursuant
to the terms and subject to the conditions of the equity
commitment agreement that will provide both exit financing and
working capital to conduct the continued operation of the
Company's consolidated subsidiaries.  The first $55 million under
the Exit Financing will be provided by Bzinfin, and will be
comprised of cash plus the principal amount outstanding under the
DIP Facility, which amount will be converted into New Preferred
Stock.  The balance of $31 million will be provided by Bzinfin
together with the other Participating Lenders.

Pursuant to the Plan, the Company's $57.3 million in outstanding
principal amount of Tranche A and Tranche B 8.25% senior unsecured
notes, $10.0 million in outstanding principal amount of 6% senior
convertible notes and the Company's Line of Credit Facility, under
which $11.2 million principal is outstanding will be terminated in
exchange for (i) a combination of shares of new common stock, par
value $0.01 per share, issued by the reorganized Company.

Aside from the restructured long-term debt, the claims of general
unsecured creditors are unimpaired and will be paid by the Company
in full in the ordinary course of business pursuant to the Plan.

Pursuant to the Plan, all of the Company's currently outstanding
Common Stock will be canceled on the Effective Date without
receiving any distribution.


ENER1 INC: Terminates Registration of Company's Common Stock
------------------------------------------------------------
Ener1 Inc. has filed with the U.S. Securities and Exchange
Commission a Form 15 certification and notice of termination of
registration under Section 12(g) of the Securities Exchange Act of
1934 or suspension of duty to file reports under Sections 13 and
15(d) of the Securities Exchange Act of 1934.  Said certification/
notice covers the Company's Common Stock, par value $0.01 per
share.

A copy of the Form 15 is available for free at:

                       http://is.gd/IkUfkZ

                            About Ener1

Ener1 Inc. (OTC: HEVV) -- http://www.ener1.com/-- is a New York-
based developer of compact, lithium-ion-powered energy storage
solutions for applications in the electric utility, transportation
and industrial electronics markets.  It has three business lines:
EnerDel, an 80.5% owned subsidiary, which is 19.5% owned by
Delphi, develops Li-ion batteries, battery packs and components
such as Li-ion battery electrodes and lithium electronic
controllers for lithium battery packs; EnerFuel develops fuel cell
products and services; and NanoEner develops technologies,
materials and equipment for nano-manufacturing.

Ener1, which received a $118 million U.S. Energy Department grant
to make electric-car batteries, filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Case No. 12-10299) on Jan. 26, 2012, to implement
a prepackaged plan of reorganization.  The Plan has been
unanimously accepted by all of Ener1's impaired creditors.

Judge Martin Glenn oversees the case.  Reed Smith LLP is Ener1's
legal adviser and its financial adviser is Houlihan Lokey Capital
Inc.  The Garden City Group serves as its claims and noticing
agent.  In its petition, Ener1 estimated $73,900,000 in assets and
$90,538,529 in liabilities.  The petition was signed by Alex
Sorokin, interim chief executive officer.

Bzinfin, S.A., is represented in the case by Andrew E. Balog,
Esq., and John H. Bae, Esq., at Greenberg Traurig, LLP.  Counsel
to Goldman Sachs Palmetto State Credit Fund, L.P., and Liberty
Harbor Special Investments, LLC, are Gary Holtzer, Esq., and Ronit
Berkovich, Esq., at Weil, Gotshal & Manges LLP.

The U.S. Bankruptcy Court in the Southern District of New York
confirmed the Company's Plan of Reorganization on Feb. 28, 2012,
and the Plan became effective on March 30, 2012.

The Plan provides for a restructuring of the Company's long-term
debt and the infusion of up to $86 million of new capital pursuant
to the terms and subject to the conditions of the equity
commitment agreement that will provide both exit financing and
working capital to conduct the continued operation of the
Company's consolidated subsidiaries.  The first $55 million under
the Exit Financing will be provided by Bzinfin, and will be
comprised of cash plus the principal amount outstanding under the
DIP Facility, which amount will be converted into New Preferred
Stock.  The balance of $31 million will be provided by Bzinfin
together with the other Participating Lenders.

Pursuant to the Plan, the Company's $57.3 million in outstanding
principal amount of Tranche A and Tranche B 8.25% senior unsecured
notes, $10.0 million in outstanding principal amount of 6% senior
convertible notes and the Company's Line of Credit Facility, under
which $11.2 million principal is outstanding will be terminated in
exchange for (i) a combination of shares of new common stock, par
value $0.01 per share, issued by the reorganized Company.

Aside from the restructured long-term debt, the claims of general
unsecured creditors are unimpaired and will be paid by the Company
in full in the ordinary course of business pursuant to the Plan.

Pursuant to the Plan, all of the Company's currently outstanding
Common Stock will be canceled on the Effective Date without
receiving any distribution.


ENOVA SYSTEMS: PMB Helin Raises Going Concern Doubt
---------------------------------------------------
Enova Systems, Inc., filed on March 29, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

PMB Helin Donovan, LLP, in San Francisco, California, expressed
substantial doubt about Enova Systems' ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, decline in sales,
and has a need for a substantial additional capital investment.

The Company reported a net loss of $7.0 million on $6.6 million of
revenues for 2011, compared with a net loss of $7.4 million on
$8.6 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $9.3 million
in total assets, $4.0 million in total liabilities, and
stockholders' equity of $5.3 million.

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

                       http://is.gd/yL9tzy

Torrance, California-based Enova Systems, Inc., develops, designs
and produces proprietary, power train systems and related
components for electric and hybrid electric buses and medium and
heavy duty commercial vehicles.


EVEREST ACQUISITION: Moody's Assigns 'Ba3' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned first time Corporate Family
Ratings (CFR) of Ba3 to Everest Acquisition L.L.C. and Everest
Acquisition Finance Inc., the companies formed to acquire the oil
and gas assets of El Paso Corporation (Ba3 negative). Moody's
assigned a Ba3 senior secured rating and a B1 unsecured senior
note rating. The outlook is stable.

Everest Acquisition L.L.C. is the acquisition vehicle formed by
Apollo Global Management LLC, Riverstone Holdings LLC, Access
Industries Inc., Korea National Oil Company (collectively the
Sponsors), and other investors to acquire all of El Paso
Corporation's oil and gas exploration & production assets. Upon
closing, Everest will be renamed EP Energy, LLC (EP Energy).
Everest Acquisition Finance Inc. is a co-issuer of the senior
secured notes and the senior unsecured notes and will be renamed
EP Energy Finance Inc. upon closing.

The total consideration paid will be $7.15 billion, plus fees and
expenses. Moody's ratings are based on a capital structure that
includes $3.2 billion of contributed equity, $800 million of
senior secured credit facility debt, a $500 million senior secured
term loan, $500 million of senior secured notes, and $2.5 billion
of senior unsecured notes. The senior secured debt will be
borrowed under a new $2 billion secured revolving credit that
enjoys a first lien on most of the US domestic assets of EP
Energy. The senior secured term loan and senior secured notes will
have a second lien on the same assets as the revolving credit as
well as a first lien on the stock of EP Energy's first-tier
international subsidiaries, with customary exceptions.

"EP Energy has a well-diversified portfolio of properties and a
credible strategy to reduce its exposure to weak natural gas
prices using the drillbit," said Stuart Miller, Moody's Vice
President -- Senior Analyst. "While the company will be operating
with a very leveraged balance sheet that may constrain capital
spending levels at times, the management team has successfully
navigated around the same challenge in the past as a subsidiary of
El Paso Corporation."

Ratings Rationale

EP Energy is a relatively large and diversified independent oil
and gas exploration & production company. While historically
natural gas focused, the company is migrating towards more
exposure to oil and liquids-rich production. At year end-2011,
approximately 20% of EP Energy's production was liquids oriented
with an expectation that this percentage could double and rise to
about 40% over the next two to three years. The company has
roughly 70% of its 2012 natural gas production hedged at about
$4.70 per mcf which helps to mitigate the downside risk to
commodity prices in the short term.

Despite its natural gas heritage, EP Energy has attractive
positions in the fairway of the oil window of the Eagle Ford
Shale, in areas of the Permian Basin that are prospective for the
Wolfcamp Shale, and in the Altamont Field in the Uinta Basin of
Utah, an oil province known for its yellow wax crude. These three
oil plays account for about 80% of the company's capital spending
plans in 2012. With its large acreage positions in these plays, it
will take many years for EP Energy to drill the inventory of low-
risk development drilling locations. Moody's believes EP Energy's
asset base could support a solid Ba CFR because of its scale,
diversity, and inventory of drilling locations, as well as the
company's operating efficiency,. However, the capital structure
and the high level of debt leverage drives the rating lower.

EP Energy will be highly leveraged following its acquisition.
Notwithstanding the $3.2 billion of equity contributed by the
Sponsors, debt to average daily production at year end 2012 is
projected to be approximately $32,000 per Boe while debt to proved
developed reserves is expected to be about $14 per Boe -- both
metrics are high for a Ba3 rating. In addition, Moody's envisions
the company modestly outspending cash flow over the next two
years, increasing its debt, while production and reserves remain
fairly constant as the company transitions to a more oily mix of
reserves and production. Therefore, rather than improving, Moody's
believes leverage could actually increase over time. Because the
beginning leverage weakly positions EP Energy within the Ba3
rating level, without reserve and production growth, any
significant increase in debt could lead to a downgrade.

Given EP Energy's ownership by private equity, Moody's expects
minimal debt reduction and for leverage to remain at aggressive
levels. Cash from operations is expected to be re-invested in the
asset base to increase production and reserves with the ultimate
intention to position the company for an IPO or sale. Therefore it
is possible that leverage may increase modestly if investment
opportunities provide an acceptable return and if the resource
development will aid in the Sponsors' exit strategy.

Moody's believes EP Energy has adequate liquidity to execute its
business plan despite the projected out-spending of internally
generated cash flow. At closing, EP Energy is projected to have
about $1.2 billion of availability under its reserve based
revolving credit facility which may be needed to fund negative
free cash flow of $200 to $250 million. It would not be surprising
to see the sale of non-core assets, especially the international
assets or widely-dispersed non-core natural gas assets, as their
sale could fund additional capital investment in EP Energy's more
oily assets. It would be out of character for the Sponsors to use
any sales proceeds to reduce debt or to build liquidity.

Moody's has a stable outlook for EP Energy. However, should the
ratio of debt to average daily production exceed $36,000 per Boe
and appear poised to remain at that level, a downgrade will be
considered. Alternatively, if leverage drops below $25,000 per
Boe, it may suggest a change to a more conservative financial
profile which could be justification to consider an upgrade.

The principal methodology used in rating EP Energy LLC. 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.

EP Energy LLC is a private, independent exploration & production
company based in Houston, Texas. Formerly owned by El Paso
Corporation, it was taken private a group of financial sponsors
led by Apollo Global Management LLC.


EVEREST CROSSING: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Eric Convey at Boston Business Journal reports that Everest
Crossing LLC has filed for Chapter 11 protection, listing assets
in the range of $1 million to $10 million and debts in the range
of $100,000 to $500,000.

The report notes Everest Crossing is represented in the bankruptcy
proceedings by lawyer Michael Van Dam of Wellesley, Mass.

According to the report, the bankruptcy proceedings are not the
first for Everest Crossing.  In an earlier matter, a judge
attributed the filing in large part to difficulties between
Everest Crossing and its Harvard Square-area landlord.  The
manager of Everest Crossing is Solmon Chowdury.

Everest Crossing LLC operates a restaurant known as OM Restaurant
in the Harvard Square section of Cambridge, Massachusetts.  The
restaurant occupies leased space in the Crimson Galleria under a
2005 lease agreement.  It first sought Chapter 11 protection
(Bankr. D. Mass. Case No. 09-16664) on July 15, 2009, was
represented by Herbert Weinberg, Esq., at Rosenberg & Weinberg in
North Andover, Mass., and estimated its assets at $500,001 to
$1 million and debts at $1 million to $10 million at the time of
the filing.


FEDERATED HEARTLAND: Can Use Lender's Cash Through April 30
-----------------------------------------------------------
Bankruptcy Judge Wendelin I. Lipp signed off on a Stipulation and
Consent Order that permits Federated Heartland, Inc., to continue
using cash collateral through April 30, 2012.  On March 9, 2012,
the Court approved and entered an Interim Agreement and Consent
Order authorizing the Debtor to use cash collateral and granting
adequate protection with All In Production, LLP, the lender.  By
its terms, the Interim Agreement was scheduled to expire March 31,
2012.

The Debtor said it has a continuing need to use Cash Collateral to
fund the operation and preserve the value of the Debtor's assets.

The Lender is owed $2.95 million under a 2011 senior secured
promissory note.

Federated Sports & Gaming, Inc., and Federated Heartland, Inc.,
the parent company to the Epic Poker League, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case Nos. 12-13521 and 12-13523), on
Feb. 28, 2012, represented by:

          Stephen A. Metz, Esq.
          SHULMAN, ROGERS, GANDAL, PORDY & ECKER, P.A.
          12505 Park Potomac Avenue, 6th Floor
          Potomac, MD 20854
          Tel: (301) 230-6564
          Fax: (301) 230-2891
          E-mail: smetz@shulmanrogers.com

Each of the Debtors estimated $1 million to $10 million in assets
and debts.

All In Production, LLP, the lender, is represented by:

          Jodie E. Buchman, Esq.
          DLA PIPER US LLP
          The Marbury Building
          6225 Smith Avenue
          Baltimore, MD 21209
          Tel: (410) 580-3000
          Fax: (410) 580-3001
          E-mail: jodie.buchman@dlapiper.com

               - and -

          Cass S. Weil, Esq.
          MOSS & BARNETT
          4800 Wells Fargo Center
          90 South Seventh Street
          Minneapolis, MN 55402
          Tel: (612) 877-5327
          Fax: (612) 877-5075
          E-mail: weilc@moss-barnett.com


FIRST MARINER: Incurs $30.2 Million Net Loss in 2011
----------------------------------------------------
First Mariner Bancorp filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$30.24 million on $47.50 million of total interest income in 2011,
a net loss of $46.58 million on $55.22 million of total interest
income in 2010, and a net loss of $22.28 million on $59.81 million
of total interest income in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $1.17 billion
in total assets, $1.20 billion in total liabilities, and a
$25.41 million total stockholders' deficit.

Stegman & Company, in Baltimore, Maryland, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company continued to incur
significant net losses in 2011, primarily from loan losses and
costs associated with real estate acquired through foreclosure.
The Company has insufficient capital per regulatory guidelines and
has failed to reach capital levels required in the Cease and
Desist Order issued by the Federal Deposit Insurance Corporation
in September 2009.

                        Bankruptcy Warning

As of Dec. 31, 2011, the Bank's and the Company's capital levels
were not sufficient to achieve compliance with the higher capital
requirements the Company was required to have met by June 30,
2010.  The failure to meet and maintain these capital requirements
could result in further action by the Company's regulators.

In the September Order, the FDIC and the Commissioner directed the
Bank to raise its leverage and total risk-based capital ratios to
6.5% and 10%, respectively, by March 31, 2010 and to 7.5% and 11%,
respectively, by June 30, 2010.  The Company did not meet these
requirements.  The Company has been in regular communication with
the staffs of the FDIC and the Commissioner regarding efforts to
satisfy the higher capital requirements.

First Mariner currently does not have any material amounts of
capital available to invest in the Bank and any further increases
to the Company's allowance for loan losses and operating losses
would negatively impact the Company's capital levels and make it
more difficult to achieve the capital levels directed by the FDIC
and the Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
the FDIC and the Commissioner could take additional enforcement
action against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct us to seek a merger partner or
possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, First Mariner does not
believe that there would be assets available to holders of the
capital stock of the Company.

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

                        http://is.gd/OhSkh3

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."


FIRST SECURITY: Incurs $23 Million Net Loss in 2011
---------------------------------------------------
First Security Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $23.06 million on $42.78 million of total interest
income in 2011, a net loss of $44.34 million on $54.91 million of
total interest income in 2010, and a net loss of $33.45 million on
$64 million of total interest income in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $1.11 billion
in total assets, $1.04 billion in total liabilities and $68.32
million in total stockholders' equity.

For 2011, Joseph Decosimo and Company, PLLC, in Chattanooga,
Tennessee, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has recently incurred substantial losses.  The
Company is also operating under formal supervisory agreements
with the Federal Reserve Bank of Atlanta and the Office of the
Comptroller of the Currency and is not in compliance with all
provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

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

                       http://is.gd/udiyib

                  About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.


FORBES ENERGY: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Alice, Texas-based Forbes Energy Services Ltd. to 'B'
from 'B-'. The outlook is stable.

"At the same time, we raised our issue rating on Forbes' $280
million senior unsecured notes to 'B' (same as the corporate
credit rating) from 'B-'. The recovery rating on the notes is '4',
indicating our expectation for average (30% to 50%) recovery in
the event of a default," S&P said.

"The upgrade reflects our expectations that Forbes will maintain
its improved financial performance because of continued strong
liquids-focused drilling levels in the U.S.," said Standard &
Poor's credit analyst Paul B. Harvey. "We also expect liquidity to
remain adequate should market conditions weaken from current
levels. In particular, improved cash flows should enable Forbes to
invest in and grow its fluid handing business, which benefits from
its niche position in the eagle Ford shale. Offsetting these
positives is Forbes' limited scale of operations and market
diversification relative to peers, given its focus on the South
and West Texas regions."

"The stable outlook reflects our expectation that near-term market
conditions will not significantly weaken and that liquidity will
remain adequate over the next 12 to 18 months. As a result, debt
leverage should remain below 5x and interest coverage should not
fall below 2x," S&P said.

"We could downgrade Forbes if adjusted debt leverage exceeds 6x,
which could occur if revenues fall by more than 20% and gross
margin falls below 20% of revenues for an extended period," S&P
said.

"An upgrade is unlikely over the next 12 months due to business
risk considerations particularly Forbes lack of market diversity
and limited scale of operations," S&P said.


FRANKLIN PIERCE: S&P Cuts SPUR on Series 1998 & 2004 Bonds to 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term and
underlying rating (SPUR) to 'BB' from 'BB+' on the New Hampshire
Health & Educational Facilities Authority's series 1998 and 2004
bonds issued for Franklin Pierce University (FPU). The outlook is
stable.

"The lowered rating reflects our view that FPU's credit
fundamentals are more in line with the 'BB' rating category," said
Standard & Poor's credit analyst Blake Cullimore. "The university
had a deficit in fiscal 2011 due to weakening trends in its
enrollment and demand profile that resulted in declining net
tuition revenues," Mr. Cullimore added.

"While the school recognizes the challenges it faces, it is our
opinion the next several years will remain difficult for the
university and that considerable credit risk remains," S&P said.


FUEL DOCTOR: Delays Form 10-K for 2011
--------------------------------------
Fuel Doctor Holdings, Inc., informed the U.S. Securities and
Exchange Commission that it will be late in filing its annual
report on Form 10-K for the period ended Dec. 31, 2011.  The
compilation, dissemination and review of the information required
to be presented in the Form 10-K for the relevant period has
imposed time constraints that have rendered timely filing of the
Form 10-K impracticable without undue hardship and expense to the
registrant.  The Company undertakes the responsibility to file
such report no later than fifteen days after its original
prescribed due date.

Prior to Aug. 24, 2011, the Company was a shell corporation known
as Silverhill Management Services, Inc., which was not engaged in
any active business.  On Aug. 24, 2011, the Company acquired Fuel
Doctor, LLC, a California limited liability company, in a
transaction which is accounted for as a reverse acquisition.  As a
result, the results of operations for periods prior to Aug. 24,
2011, will be the results of operations of FDLLC, which is the
accounting acquirer.

                         About Fuel Doctor

Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the
exclusive distributor for the United States and Canada of a fuel
efficiency booster (the FD-47), which plugs into the lighter
socket/power port of a vehicle and increases the vehicle's miles
per gallon through the power conditioning of the vehicle's
electrical systems.  The Company has also developed, and plans on
continuing to develop, certain related products.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $1.9 million on $811,576 of revenues, compared with
a net loss of $1.7 million on $603,329 of revenues for the
corresponding period last year.

The Company had an accumulated deficit at Sept. 30, 2011, had a
net loss and net cash used in operating activities for the interim
period then ended.  "While the Company is attempting to generate
sufficient revenues, the Company's cash position may not be
sufficient to support the Company's daily operations," the Company
said in the filing.


FULLER BRUSH: Sec. 341(a) Creditors' Meeting Set for April 24
-------------------------------------------------------------
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, April 24, 2012, at 3:00 p.m. at 80 Broad
St., 4th Floor, USTM

As reported by the Troubled Company Reporter on March 26, 2012,
the U.S. Trustee previously scheduled the meeting on March 27,
2012, at 2:30 p.m.  That meeting was adjourned.

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.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.


FULLER BRUSH: U.S. Trustee Appoints 5-Member Creditors' Panel
-------------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, pursuant to 11
U.S.C. Sec. 1102(a) and (b), appointed five unsecured creditors
to serve on the Official Committee of Unsecured Creditors of The
Fuller Brush Company, Inc., et al.

The Creditors Committee members are:

           1) Ball Aerosol and Specialty Container, Inc.
              10 Longs Peak Drive
              Broomfield, CO 80021
              Tel: (303)460-3651
              Attn: Carolyn S. Buckman
              E-mail: cbuckman@ball.com

           2) Henry Wurst, Inc.
              1331 Saline Street
              N. Kansas City, MO 64116
              Tel: (816)701-0825
              Attn: Kate Stewart
              E-mail: kstewart@henrywurst.com

           3) Hewlett-Packard Co.
              200 Cannell Drive, Suite 5000
              Berkeley Heights, NJ 07922
              Tel: (908)898-4711
              Attn: Amy S. Chipperson, Esq.
              E-mail: amy.chipperson@hp.com

           4) Murphy Marketing Services, LLC
              15 Valley Drive
              Greenwich, CT 06831
              Tel: (203)869-8200
              Attn: Jason Murphy
              E-mail: jpm@murphyandco.com

           5) STAG III Great Bend, LLC
              99 High Street, 28th Floor
              Boston, MA 02110
              Tel: (617)226-4977
              Attn: Alan H. Simmons, Esq.
              E-mail: ASimmons@stagindustrial.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.

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.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.


FULLER BRUSH: Gets Court's Approval of Conway MacKenzie Hiring
--------------------------------------------------------------
The Fuller Brush Company, Inc., and CPAC, Inc., obtained approval
of the U.S. Bankruptcy Court for the Southern District of New York
to employ (i) Conway MacKenzie Management Services, LLC, to
provide restructuring management and advisory services nunc pro
tunc to the Petition Date, and (ii) Lawrence R. Perkins as the
Chief Restructuring Officer for the Debtors, and additional
professional personnel.

As reported by the Troubled Company Reporter on March 26, 2012,
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.  CMS and Mr. Perkins became familiar with
the Debtors' financial matters, businesses, and restructuring
strategy, prior to the Petition Date.  If the Debtors weren't
permitted to retain CMS, the Debtors would have been 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.

                  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.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.


FULLER BRUSH: Court OKs Foulston as Intellectual Property Lawyer
----------------------------------------------------------------
The Fuller Brush Company, Inc., and CPAC, Inc., obtained
Bankruptcy Court authority to employ Foulston Siefkin LLP as
special intellectual property counsel.

As reported by the Troubled Company Reporter on March 27, 2012,
Foulston's tasks include prosecution and maintenance of
applications and registrations for trademarks before the U.S.
Patent and Trademark Office.

Since March 2005, Foulston has represented Fuller Brush with
respect to Fuller Brush's intellectual property and trademarks
matters.  Foulston is owed $16,598 for fees and expenses billed
before the Petition Date and approximately $500 of unbilled time
on account of prepetition services rendered to Fuller Brush that
remains unpaid.  Additionally Foulston received $4,448 on Dec. 20,
2011, within 90 days of the Petition Date.

The current hourly rates of lawyers that will work on the Debtors'
matters are $295 for William Matthews, Esq., and $220 for Alicia
Bodecker, Esq.

                  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.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.


FULLER BRUSH: Has Court's Nod to Hire Garden City as Claims Agent
-----------------------------------------------------------------
The Fuller Brush Company, Inc., and CPAC, Inc., obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ GCG Inc. as claims and noticing
agent.

As reported by the Troubled Company Reporter on March 26, 2012,
the Debtors anticipate that there will be in excess of 5,000
entities to be noticed, although they have not yet filed their
schedules of assets and liabilities.  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.

                  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.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.


FULLER BRUSH: Gets OK to Hire Herrick Feinstein as Lead Counsel
---------------------------------------------------------------
The Fuller Brush Company, Inc., and CPAC, Inc., obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Herrick Feinstein LLP as principal
bankruptcy counsel to the Debtors.

As reported by the Troubled Company Reporter on March 26, 2012,
Herrick has been providing general advice (including ancillary
restructuring advice) to the Debtors since December 2011.  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.

                  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.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.


FULLER BRUSH: Court Moves Schedules Filing Deadline to April 2
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has extended, at the behest of The Fuller Brush Company, Inc., and
CPAC, Inc., the deadline for the filing of schedules of assets and
liabilities, schedules of executor contracts and unexpired leases,
and statements of financial affairs until April 5, 2012.

                  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.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.


GAGE FAMILY: Court Approves Sale of Landing Marina for $4.6-Mil.
----------------------------------------------------------------
Branson Tri-Lakes News reports that U.S. Bankruptcy Judge Jerry
Venters on March 20 approved the sale of Branson Landing Marina &
Shoppes and other assets to PFC LLC for almost $4.6 million.

According to the report, the approval came after the case of Gage
Family Entertainment case was converted to Chapter 7 in February
2012.  The report, citing court records, relates the sale included
the floating marina and its more than 10,000 square feet of
restaurant and retail space, the Gages' interest in the Branson
Landing Princess yacht and associated licenses, trademarks,
permits and websites.

According to the report, the Court's order provided the sum will
be divided between the company's two largest creditors, Community
First and Associated banks, and that other liens and secured
claims may be paid out of irrevocable letters of credit held by
the two banks.

Based in Branson, Missouri, Gage Family Entertainment LLC filed
for Chapter 11 protection on July 12, 2011 (Bankr. W.D Mo. Case
No. 11-61485).  David E. Schroeder, Esq., at David Schroeder Law
Offices, PC, represents the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.


GANNETT CO: Moody's Lowers Guaranteed Ratings to 'Ba1'
------------------------------------------------------
Moody's Investors Service lowered Gannett Co., Inc.'s guaranteed
senior unsecured note and credit facility ratings to Ba1 from Baa3
following the maturity of the company's $307 million of senior
unguaranteed notes on April 1, 2012. As a result of the maturity,
Gannett no longer has unguaranteed debt in its capital structure.
The previously outstanding unguaranteed notes were structurally
junior to the guaranteed debt and would have provided first loss
absorption in the event of a default.

Moody's believes Gannett funded the maturity with existing cash
and revolver borrowings. Moody's views a reduction in debt as
credit positive, but the amount is not meaningful enough to
warrant an upgrade to the Ba1 Corporate Family Rating (CFR).
Because all of Gannett's funded debt is now guaranteed, Moody's
believes it is appropriate to reposition the guaranteed debt
rating to a level that is line with the Ba1 CFR in accordance with
Moody's loss given default notching methodology and the revised
debt mix. Moody's affirmed Gannett's Ba1 CFR and stable rating
outlook as the guaranteed debt rating adjustment is not the result
of a change in Moody's view of Gannett's overall credit profile.
Moody's updated the loss given default assessments to reflect the
revised debt structure.

Downgrades:

  Issuer: Gannett Co., Inc.

    Senior Unsecured Guaranteed Bank Credit Facilities due
    September 2014, Downgraded to Ba1, LGD3 - 40% from Baa3, LGD3
    - 38%

    Senior Unsecured Guaranteed Regular Bond/Debenture,
    Downgraded to Ba1, LGD3 - 40% from Baa3, LGD3 - 38%

Moody's maintains the following other ratings on Gannett:

  Issuer: Gannett Co., Inc.

     Corporate Family Rating, Ba1

     Probability of Default Rating, Ba1

     Issuer Rating, Ba2

     Senior Unsecured unguaranteed shelf, (P) Ba2

     Speculative Grade Liquidity rating, SGL-2

     Rating Outlook, Stable

Ratings Rationale

Gannett's Ba1 CFR is supported by sizable cash flow generated from
a large and geographically diverse portfolio of newspaper,
broadcast and digital businesses, above average industry margins,
moderate leverage, and good local brand recognition, content
infrastructure, and advertiser relationships. These strengths are
tempered by ongoing competition for consumer time and attention
that Moody's believes will continue to pressure revenue despite
Gannett's efforts to exploit content across a broad range of print
and digital channels. Advertising also accounts for approximately
75% of revenue and is exposed to cyclical downturns. The revenue
pressure is a significant rating overhang. As a result, in Moody's
opinion, additional debt reduction is necessary to prevent credit
metrics from eroding, provide sufficient financial flexibility to
invest in growth opportunities and comfortably service debt, and
to sustain the rating. Moody's expects Gannett's debt-to-EBITDA
leverage (3.0x FY 2011 incorporating Moody's standard adjustments
and excluding the minority interest share of CareerBuilder's
estimated EBITDA) will decline to a 2.5-2.7x range in 2012 and
2013 assuming the pension underfunding is reduced only by required
contributions. Moody's anticipates Gannett will utilize its free
cash flow (approximately $450 million projected for 2012) to fund
share repurchases, acquisitions and some debt reduction.

Gannett's pension underfunding jumped nearly 50% to approximately
$943 million (including non-qualified plans) at the end of 2011.
Gannett will likely need to fund meaningful pension contributions
over the next 3-5 years to close the gap. Gannett estimates
required 2012 contributions to its US and UK pension plans of
approximately $123 million, of which it contributed $54 million in
early 2012. The increase in pension contributions (vs. $56 million
in 2011) and the February 2012 150% increase in the dividend will
lead to lower free cash flow in 2012 than the $585 million
generated in 2011. Moody's nevertheless projects free cash flow-
to-debt will be in a mid teens percentage range in 2012 and 2013.

Gannett announced a series of operational initiatives at its
February 2012 investor day, including steps to generate new
revenue sources from local news and customer relationships
(particularly in digital channels), expand high-impact local
content coverage (such as sports), and further increase cost
efficiency. Gannett has struggled to stabilize revenue as a result
of pressure on its publishing assets, but believes these
initiatives will allow for a return to revenue growth in a 2-4%
range by 2015. Moody's anticipates that Olympic and political
spending, continued growth in digital, and Gannett's initiatives
will lead to flat to modest revenue growth in 2012, but believes
achieving and maintaining the company's targeted growth rate may
be challenging.

Gannett's SGL-2 speculative grade liquidity rating reflects its
good liquidity position for the next 12-15 months. Gannett has no
maturities until the revolvers expire in September 2014 and
Moody's projects the company will generate approximately $450
million of free cash flow in 2012 after pension contributions. The
revolver commitments stepped down to $1.14 billion from $1.63
billion on March 15, 2012, but there is considerable excess
capacity (approximately $600 million assuming no repayments since
the end of December 2011 and that the April 2012 maturity was
funded solely with the revolver). Moody's estimates Gannett will
maintain a meaningful EBITDA cushion (greater than 35%) within the
maximum leverage covenants (3.5x senior and 4.0x total) in its
credit facilities.

The ratings could be lowered if liquidity weakens, free cash flow-
to-debt is below 10% or debt-to-EBITDA is above 3.25x. The
aforementioned credit metrics to maintain the Ba1 CFR could be
tightened if revenue continues to decline. An increase in debt
accompanying a cyclical rebound in earnings or failure to continue
to reduce debt could create rating pressure given Moody's view
that declines in newspaper earnings will create upward pressure on
leverage over time.

The ratings could be upgraded if Gannett maintains a solid
liquidity position including a meaningful cushion under its credit
facility financial covenants, proactively manages its debt
maturities/pension obligations, demonstrates sustained revenue
stability, and reduces debt by at least $1.6 billion
(incorporating pensions, leases and other Moody's standard
adjustments) from the level as of 12/25/11. Such debt reduction
would allow Gannett to maintain low leverage should publishing
earnings largely erode.

The principal methodology used in rating Gannett is 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.

Gannett, headquartered in McLean, VA, is a diversified local
newspaper/publisher (73% FY 2011 revenue) and broadcast operator
(14% revenue) that also has ownership interests in a number of
online ventures including a 52.9% stake in CareerBuilder, which is
consolidated in Gannett's financial statements. Revenue for the FY
2011 was approximately $5.2 billion.


GENERAL MOTORS: German Labor Leaders Demand Talks With Management
-----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that German labor
leaders Friday called on General Motors Co. to meet and discuss
its Opel and Vauxhall operations immediately, following reports GM
is preparing to shut one or two plants in Europe.

                      About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GENERAL MOTORS: Judge Clears 'Old GM' $23.8MM Environmental Deal
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a federal judge
approved a $23.8 million settlement between the U.S. government
and the company left behind in General Motors' bankruptcy that
provides for the cleanup of hazardous waste at three Superfund
sites in New Jersey, Maryland and Missouri.

                      About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GENERAL MOTORS: Opel Says Restructuring Talks to Continue
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that General Motors
Co.'s European Adam Opel AG unit said it will continue talks with
labor unions to turn the struggling business around, but it didn't
elaborate on any proposals or a possible time frame.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GENERAL MOTORS: Executive Gets Nearly $2MM in Restricted Shares
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that General Motors Co.
Chief Executive Dan Akerson received nearly $2 million in
restricted shares that will vest fully if he remains with the
company until 2015, according to a regulatory filing.

                      About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.


GREENSHIFT CORP: Swings to $7.9 Million Profit in 2011
------------------------------------------------------
Greenshift Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income
attributable to common shareholders of $7.90 million on
$20.04 million of total revenue in 2011, compared with a net loss
attributable to common shareholders of $12.14 million on $7.73
million of total revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.19 million
in total assets, $51.33 million in total liabilities and a $44.14
million total stockholders' deficit.

For 2011, Rosenberg Rich Baker Berman & Company, in Somerset, NJ,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered losses from operations and has a working
capital deficiency as of Dec. 31, 2011.

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

                        http://is.gd/PRwWlZ

                     About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.


GRUBB & ELLIS: Brokers, Execs Appeal BGC Sale Approval
------------------------------------------------------
Karlee Weinmann at Bankruptcy Law360 reports that more than 60
real estate brokers and nine Grubb & Ellis Co. executives on
Tuesday said they planned to contest a bankruptcy judge's order
authorizing BGC Partners Inc. to buy Grubb & Ellis, signed earlier
that day.

In separate notices of appeal, the groups announced plans to
challenge U.S. Bankruptcy Judge Martin Glenn's order approving the
Section 363 sale agreement, according to 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.

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: Judge to Take BGC Sale Under Submission
------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Grubb & Ellis Co.'s
proposed sale to stalking horse and sole bidder BGC Partners Inc.
is in limbo after a judge declined Thursday to rule at the close
of a contentious sale hearing.

Law360 relates that following three hours of arguments and
testimony laying out the proposed sale and parties' objections,
U.S. Bankruptcy Judge Martin Glenn told the packed Manhattan
courtroom he'd take the matter under submission.

                        About Grubb & Ellis

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

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

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

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

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


HARRISBURG, PA: Bidders Emerge for Sewer System, Other Assets
-------------------------------------------------------------
American Bankruptcy Institute reports that twenty bidders
including Kohlberg Kravis Roberts & Co. LP and Morgan Stanley have
submitted qualified bids to purchase and operate the parking
system, water and sewer system, and incinerator belonging to
financially troubled Harrisburg, Pa.

Dow Jones' DBR Small Cap has said in a separate report that the
court-appointed receiver for fiscally troubled Harrisburg, Pa.,
has resigned, sources said, adding more uncertainty to the state
capital's attempt to address crippling debt related to a failed
incinerator.


                          About Harrisburg

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.


HARTFORD COMPUTER: Avnet Completes Acquisition of Assets
--------------------------------------------------------
Avnet, Inc. has completed its acquisition of substantially all of
the operating assets of Hartford Computer Group, Inc. and its
subsidiary Nexicore Services LLC through a Section 363 sale
process in the U.S. Bankruptcy Court in Chicago.  Nexicore, which
generated revenue of approximately US$85 million in the 2011
calendar year, was one of the leading providers of repair and
installation services in North America for consumer electronics
and computers, operating in three complementary business lines,
including depot repair, onsite repair and installation, and spare
parts management.  The acquisition is expected to be immediately
accretive to earnings and supports Avnet's return on capital goals
for acquisitions.

This acquisition adds another significant building block in our
strategy to offer a new aftermarket services business focused on
repair, refurbishment, recycling and responsible disposition of
electronic products and equipment said Steve Church, President,
Avnet Integrated Resources.  Nexicore brings a broad range of
services, most notably a technical call center, onsite and depot
repair of electronic devices and equipment and parts management,
to complement our service offerings, Church added.

The assets acquired from Nexicore will be deployed in Avnet
Integrated Resources, which provides reverse logistics and after-
market services to the global technology industry.

                        About Avnet, Inc.

Avnet, Inc. is a distributor of electronic components, computer
products and embedded technology serving customers in more than 70
countries worldwide.

                      About Harford Computer

Schaumburg, Illinois-based Hartford Computer Hardware Inc. and its
affiliated entities are one of the leading providers of repair and
installation services in North America for consumer electronics
and computers.  Hartford Computer Hardware operates in three
complementary business lines: parts distribution and repair, depot
repair, and onsite repair and installation.  Products serviced
include laptop and desktop computers, commercial computer systems,
flat-screen television, consumer gaming units, printers,
interactive whiteboards, peripherals, servers, POS devices, and
other electronic devices.  Hartford Computer Hardware, though all
U.S. companies, operates a significant portion of their business
in Markham, Ontario, Canada.

Hartford Computer Hardware and three units filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Lead Case No. 11-49744) on Dec. 12,
2011.  The affiliates are Hartford Computer Group Inc. (Case No.
11-49750); Hartford Computer Government Inc. (Case No. 11-49752)
and Nexicore Services LLC (Case No. 11-49754).  Judge Pamela S.
Hollis oversees the case.  John P. Sieger, Esq., Paige E. Barr,
Esq., and Peter A. Siddiqui, Esq. -- john.sieger@kattenlaw.com ,
paige.barr@kattenlaw.com and peter.siddiqui@kattenlaw.com -- at
Katten Muchin Rosenman LLP, serve as the Debtors' counsel.  The
Debtors' investment banker is Paragon Capital Partners, LLC; the
special counsel is Thornton Grout Finnigan LLP; and the notice and
claims agent is Kurtzman Carson Consultants LLC.  In its petition,
Hartford Computer Hardware estimated $50 million to $100 million
in assets and debts.  The petitions were signed by Brian Mittman,
chief executive officer.

Hartford Computer Hardware Inc. obtained Court permission to act
as the foreign representative of the Debtors in Canada in order to
seek recognition of the Chapter 11 case on the Debtors' behalf,
and request the Ontario Superior Court of Justice (Commercial
List) to lend assistance to the Bankruptcy Court in protecting the
Debtors' property.

Avnet Inc., proposed buyer for Nexicore and HCG, is represented by
Frank M. Placenti, Esq., at Squire, Sanders & Dempsey L.L.P.
Delaware Street, the DIP lender, is represented in the case by
Landon S. Raiford, Esq., and Michael S. Terrien, Esq., at Jenner &
Block.   Matthew J. Botica, Esq., and Nancy G. Everett, Esq., at
Winston & Strawn LLP, argue for lenders ARG Investments, Enable
Systems, Inc., MRR Venture LLC, SKM Equity Fund II, L.P. and SKM
Investment Fund II.


HARTFORD FINANCIAL: Moody's Rates Junior Sub. Debt 'Ba1(hyb)'
-------------------------------------------------------------
Moody's Investors Service has affirmed the debt ratings of The
Hartford Financial Services Group, Inc. (NYSE: HIG, senior debt
Baa3) following the company's announcement that it intends to
repurchase $1.75 billion of junior subordinated debentures and all
outstanding warrants from Allianz SE for total consideration of
$2.425 billion. The company intends to fund the debenture
repurchase through an issuance of senior notes and junior
subordinated debt. In addition, it will fund the warrants
repurchase through its existing stock repurchase program. Moody's
has assigned a Baa3 rating to the new senior notes and a Ba1(hyb)
rating to the new junior subordinated debentures expected to be
issued. The debentures will receive some equity credit from
Moody's in its financial leverage calculation based on
subordination, interest deferral, and maturity. The repurchase of
debentures is contingent on a successful consent solicitation to
terminate a related replacement capital covenant. The outlook for
The Hartford's debt ratings is stable.

Ratings Rationale

Commenting on The Hartford's action, Moody's analyst Paul Bauer
said, "We believe that the intended refinancing of The Hartford's
junior subordinated debentures is credit neutral for the company.
The transaction will have a moderately negative impact on
financial leverage; however, this is offset by a modest positive
impact on interest coverage given the expected lower cost of the
new capital."

Moody's said that the company's debt ratings are primarily based
on support from its P&C operating subsidiaries. Moody's does not
consider the organization's life insurance operating subsidiaries
to be a supporter of the parent over the medium term due to
continued potential for capital volatility at the life operation
under a stress scenario.

Recently, on March 21, The Hartford announced plans to shift its
strategic focus to its P&C operations, group benefits, and mutual
fund businesses, and to place its US annuity business into runoff
and pursue sales of its individual life, retirement plans and
broker/dealer businesses. Although Moody's thinks the shift
towards the company's more profitable and better capitalized P&C
operations and the decision to shut down its highest-risk line of
business, individual annuities, is a positive development, the
rating agency believes it will take a long time to materially
reduce the group's total risk given the nature of its variable
annuity contracts and the challenge of selling three businesses at
attractive prices.

Factors that could result in an upgrade of The Hartford's debt
ratings include an upgrade of the financial strength ratings of
the company's lead operating P&C or life companies, or sustained
consolidated earnings coverage of interest above 6x. Conversely,
factors that could result in a downgrade of the company's debt
ratings include a downgrade of the financial strength ratings of
the company's lead operating P&C or life companies, financial
leverage greater than 40%, or earnings coverage of interest below
4x.

The Hartford is an insurance and financial services organization
that offers a wide variety of property and casualty insurance,
financial services, and life insurance products. The company
reported total revenue of $21.9 billion and net income of $662
million for 2011. Shareholders' equity was $22.9 billion at
December 31, 2011.

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


HARTFORD FINANCIAL: S&P Gives 'BB+' Rating on $600MM Junior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' subordinated
debt rating to Hartford Financial Services Group Inc.'s (NYSE:
HIG; BBB/Stable/A-2) approximate $600 million junior subordinated
notes issuance, and its 'BBB' senior unsecured debt rating to
HIG's proposed approximate $1.5 billion in senior unsecured notes
in three tranches. The notes will mature in 2017, 2022, and 2042.
HIG will put the proceeds toward repurchasing $1.75 billion 10.0%
notes issued to Allianz SE in October 2008 and the associated
premium.

"The agreement to repurchase its 10.0% notes issued in October
2008 to Allianz SE does not change the rating or outlook on
Hartford Financial Services Group or any of its subsidiaries. We
consider the redemption to be economic-based rather than a
fundamental change in management intent about the permanence of
its outstanding hybrid capital. We will continue to classify
Hartford's $500 million 8.125% junior subordinated notes as
intermediate hybrids and the $556 million mandatory convertible
preferred shares as high-equity hybrids," S&P said.

"The refinancing provides Hartford with the near-term benefit of
lower interest expense and significantly stronger coverage
metrics. The new capital structure will significantly improve
expected 2012 fixed charges to approximately 8x from 7x under the
prior structure. Financial leverage increases about 100 basis
points (bps) to more than 30%, but is still well within
expectations for the 'BBB' rating. Debt leverage, on the other
hand, increases significantly by more than 500 bps to nearly 25%
of total capital, modestly diminishing our view of overall
capitalization. Our double leverage criteria states that there is
a deduction to operating company capital for all debt in excess of
20%. This results in a direct deduction to Hartford's consolidated
capital position. In effect, we consider debt leverage of more
than 20% to be a call on the capital of the operating companies
that exceeds our tolerances at the current rating level," S&P
said.

"The ratings reflect the operating companies' strong competitive
positions, personal and commercial property and casualty (P/C)
lines, and commercial P/C products and group life and disability
insurance. Distribution is very diverse, ranging from independent
and career agents to affinity group affiliations. Operating
earnings are solid and capital is strong. These strengths are
offset by the volatility of life statutory capital, earnings
strained by difficult macroeconomic conditions, and exposure to
long-tailed casualty businesses that are more susceptible to
adverse P/C reserve developments than are other lines of business.
In addition, consolidated investment exposures to the financial
sector and commercial mortgage-backed securities, although
improved, remain high relative to peers'," S&P said.

"After the refinance is complete, we expect Hartford to maintain
approximately $1.5 billion of holding company cash to cover fixed
charges on debt and hybrid instruments and offset the double
leverage adjustment to capital. This cash expectation would
decrease as the company reduces its debt leverage, but never to
less than 18 months of interest expense. We also expect
consolidated capital adequacy to remain at the 'A' level, enhanced
by organic statutory earnings," S&P said.

RATINGS LIST
Hartford Financial Services Group Inc.
Counterparty Credit Rating             BBB/Stable/A-2

New Rating
Hartford Financial Services Group Inc.
Subordinated Debt
$600 Million Junior Notes                       BB+

Senior Unsecured Debt
  $1.5 Billion Senior Notes                      BBB


HARVEST OPERATIONS: Moody's Reviews 'Ba2' CFR/PDR for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed the ratings for Harvest
Operations Corp. under review for upgrade. The ratings under
review are the Ba2 Corporate Family Rating (CFR), Ba2 Probability
of Default Rating (PDR), and Ba1 (LGD3,34%) senior unsecured notes
rating.

Ratings Rationale

The review is prompted by Harvest's high proportion of oil in its
production stream, improving operating cash flow and leverage
metrics, and good liquidity. The review will include an assessment
of the company's unconventional non-producing bitumen reserves and
refining asset.

The ratings review is expected to be concluded over the next three
months. Any change in ratings will likely be limited to one notch.

On Review for Possible Upgrade:

  Issuer: Harvest Operations Corp.

     Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Ba2

     Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Ba2

     Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently Ba1

Outlook Actions:

  Issuer: Harvest Operations Corp.

     Outlook, Changed To Rating Under Review From Stable

The principal methodology used in rating Harvest Operations 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.

Harvest is a Calgary, Alberta-based oil and natural gas company
engaged in exploration and production activities throughout
Alberta, northeastern British Columbia and southern Saskatchewan.
Harvest also owns a 115,000 barrels of oil equivalent per day
refinery in Newfoundland.


HASCO MEDICAL: Peter Messineo Raises Going Concern Doubt
--------------------------------------------------------
HASCO Medical, Inc., filed on March 29, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

Peter Messineo, CPA, in Palm Harbor, Florida, expressed
substantial doubt about HASCO Medical's ability to continue as a
going concern.  Mr. Messineo noted that the the Company has
incurred recurring losses resulting in accumulated deficit,
negative cash flows from operations and negative working capital.

The Company reported a net loss of $342,500 on $9.5 million of
revenues for 2011, compared with a net loss of $1.1 million on
$2.2 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $8.0 million
in total assets, $7.9 million in total liabilities, and
stockholders' equity of $134,400.

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

                       http://is.gd/sbvd3D

Mobile, Ala.-based HASCO Medical, Inc. provides a diversified
range of home health care services and products.  The business
includes rental operations conducted under the trade name
Wheelchair Vans of America, and Certified Auto located in Central
Florida.


HAWKER BEECHCRAFT: S&P Lowers Corporate Credit Rating to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services on March 29, 2012, lowered its
ratings on Hawker Beechcraft Inc., including lowering the
corporate credit rating to 'CC' from 'CCC'. The outlook remains
negative.

"The downgrades follow Hawker Beechcraft's announcement that it
had reached a forbearance agreement with 70% of the lenders in its
secured credit facility that defers any interest or other payments
due on its secured credit facility through June 29, 2012. The
agreement also waives certain violations of the minimum EBITDA or
minimum liquidity covenants that occurred or may occur during that
period. The company also arranged for a $120 million term loan to
provide additional liquidity," S&P said.

"If Hawker Beechcraft does not make the interest payment due on
its secured facility on March 30, 2012, as stated in the original
terms, we will lower the corporate credit rating to 'SD' and the
issue rating on the credit facility to 'D'," said Standard &
Poor's credit analyst Chris DeNicolo.

Although some lenders have agreed to defer interest payments
through June 29, 2012, a failure to make timely payments per the
terms of the credit agreement is a default under Standard & Poor's
criteria.

"The company has not released financial results for the year ended
Dec. 31, 2011, so we do not know its current liquidity position,
but the apparent need for the additional term loan indicates that
cash generation has been worse than expected in the last six
months. The company has approximately $28 million of interest
payments on its public debt due on April 1, 2012," S&P said.


HAWKER BEECHCRAFT: S&P Lowers Corporate Credit Rating to 'SD'
-------------------------------------------------------------
Standard & Poor's Ratings Services on April 2, 2012, lowered its
corporate credit rating on Hawker Beechcraft Inc. to 'SD'
(selective default). "We also lowered the issue rating on the
company's secured credit facility to 'D' and maintained the '4'
recovery rating, indicating likely average (30%-50%) recovery of
principal, pending a further review of lenders' recovery
prospects," S&P said.

"At the same time, Standard & Poor's affirmed the 'C' ratings on
the company's unsecured and subordinated notes and maintained the
'6' recovery ratings indicating negligible (0-10%) recovery
prospects, pending the completion of the recovery review," S&P
said.

"The downgrades reflect our belief that Hawker Beechcraft did not
make the scheduled interest payment on its secured credit facility
when due on March 30, 2012," said Standard & Poor's credit analyst
Chris DeNicolo.

"Although some of the lenders had opted to not receive the
scheduled interest payment, Standard & Poor's criteria considers
this a default," S&P said.

"The company also had $28 million of interest payments due April
1, 2012, on its unsecured and subordinated notes. 'If Hawker
didn't make these payments, we will lower the corporate credit
rating and related issue ratings to 'D'," Mr. DeNicolo said.


HERCULES OFFSHORE: Enters Into Purchase Agreement with Deutsche
---------------------------------------------------------------
Hercules Offshore, Inc., on March 27, 2012, entered into a
purchase agreement with Deutsche Bank Securities Inc., Credit
Suisse Securities (USA) LLC, Goldman, Sachs & Co. and UBS
Securities LLC, as representatives of the initial purchasers,
relating to the sale by the Company of $300.0 million aggregate
principal amount of the Company's 7.125% Senior Secured Notes due
2017 and $200.0 million aggregate principal amount of the
Company's 10.250% Senior Notes due 2019.

The Secured Notes were sold at par.  The Secured Notes will accrue
interest from April 3, 2012, at a rate of 7.125% per year, which
interest will be payable semi-annually in arrears on April 1 and
October 1 of each year, beginning Oct. 1, 2012.  The Secured Notes
will mature on April 1, 2017.  The Senior Notes were sold at par.
The Senior Notes will accrue interest from April 3, 2012 at a rate
of 10.250% per year, which interest will be payable semi-annually
in arrears on April 1 and October 1 of each year, beginning
Oct. 1, 2012.  The Senior Notes will mature on April 1, 2019.

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

                        http://is.gd/fvoLM3

                      About Hercules Offshore

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

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

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

                           *     *     *

The Troubled Company Reported said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

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

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


HGI HOLDING: S&P Hikes Corp. Credit Rating to 'B+'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Cleveland, Ohio-based HGI Holding Inc. to 'B+', from
'B'. The issue-level ratings on the company's senior secured and
senior unsecured debt were also raised one notch in connection
with the upgrade of the corporate credit rating.

"The upgrade reflects HGI's track record of mostly low double-
digit organic growth that has resulted in steady EBITDA growth and
free cash flow generation," said Standard & Poor's credit analyst
Michael Berrian. The company has used part of the free cash flow
to reduce debt and, coupled with EBITDA growth, leverage has
declined to just under 4.5x.

"The rating on HGI Holding Inc. reflects our belief that it will
maintain an 'aggressive' financial risk profile, because we
believe adjusted leverage will be sustained at about 4x, funds
from operations (FFO) to total debt will be least 12%, and EBITDA
coverage of interest will be at least 3x. It also reflects its
ownership by sponsors Clayton Dubilier & Rice (CD&R) and Goldman
Sachs Capital Partners (GSCP). Despite its position as one of the
larger players in medical products distribution, we characterize
HGI Holding Inc.'s business risk profile as 'weak' because it
operates in a highly fragmented industry with low barriers to
entry," S&P said.


HILCORP ENERGY: Moody's Reviews 'Ba3' CFR/PDR for Upgrade
---------------------------------------------------------
Moody's Investors Service placed Hilcorp Energy I, L.P.'s Ba3
Corporate Family Rating (CFR), Ba3 Probability of Default Rating
(PDR) and B1 senior note ratings on review for upgrade. Hilcorp is
one of a number of companies identified by Moody's as being well
positioned to benefit from sustained high oil prices and strong
internal liquidity.

Ratings Rationale

Hilcorp is a private limited partnership engaged in the
exploration, production, and development of oil and gas properties
primarily located in Louisiana, Alaska and Texas, and offshore in
the shallow waters of the Gulf of Mexico. In November 2011,
Hilcorp sold Eagle Ford shale assets, netting approximately $1.8
billion in pre-tax cash proceeds. These proceeds were used to
reduce debt, and have added significant liquidity for the funding
of future acquisitions and ongoing capital spending. While it is
unlikely that debt reduction of the magnitude funded by the Eagle
Ford sale will be permanent given Hilcorp's growth aspirations, it
is Moody's expectation that Hilcorp's use of leverage will be more
modest going forward than it has been at times in the past.

Hilcorp employs a strategy of acquiring older, mature, legacy
properties with a base level of production, creating value by
investing in and exploiting their otherwise declining
productivity. In doing so, Hilcorp has acquired a portfolio of oil
and gas properties whose proved reserves at year-end 2011 totaled
324 million boe, and whose net production averaged 67,800 boe per
day. These fields tend to be large and prolific with extensive
production histories and predictable performance. While the
operational risk of reinvesting in these properties is
comparatively low, the economic risk would be higher was it not
for the high proportion of crude oil production realized, which in
2011 averaged 48% of the total.

The review is expected to be concluded over the next three months.
Any change in ratings will likely be limited to a one notch
upgrade.

The principal methodology used in rating Hilcorp 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.

Hilcorp, a mid-sized E&P company, is headquartered in Houston,
Texas.


IMH FINANCIAL: Incurs $35.2 Million Net Loss in 2011
----------------------------------------------------
IMH Financial Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $35.19 million on $3.73 million of total revenue in
2011, a net loss of $117.04 million on $3.75 million of total
revenue in 2010, and a net loss of $74.47 million on $22.52
million of total revenue in 2009.

The Company's balance sheet at Dec. 31, 2011, showed
$240.32 million in total assets, $75.07 million in total
liabilities, and $165.25 million in total stockholders' equity.

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

                        http://is.gd/XaLt5N

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

"Given the current state of the real estate and credit markets, we
believe the realization of full recovery of the cost basis in our
assets is unlikely to occur in a reasonable time frame and may not
occur at all, and we may be required to liquidate portions of our
assets for liquidity purposes at a price significantly below the
initial cost basis or potentially below current carrying values.
If we are not able to liquidate a sufficient portion of our assets
or access credit under the credit facility currently under
negotiation, there may be substantial doubt about our ability to
continue as a going concern. Nevertheless, we believe that our
cash and cash equivalents, coupled with liquidity derived from the
credit facility currently under negotiation and the disposition of
certain of the loans and real estate held for sale, will allow us
to fund current operations over the next 12 months," the Company
said in its Form 10-Q for the quarter ended Sept. 30, 2010.

As reported by the TCR on April 20, 2011, BDO USA, LLP, in
Phoenix, Arizona, 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 is not
currently generating sufficient cash flows to sustain operations


IMPERIAL CAPITAL: Court Approves Disclosure Statement
-----------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a California
bankruptcy court on Wednesday gave the green light to Imperial
Capital Bancorp Inc.'s disclosure statement, even as the Federal
Deposit Insurance Corp. is still fighting to make sure its claims
are first in line.

Law360 relates that the approval clears the way for an April 24
hearing on the approval of the third reorganization plan put
forward by Imperial and distressed debt investor HoldCo Advisors
LP.

                    About Imperial Capital Bancorp

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gary E. Klausner, Esq., Eve H.
Karasik, Esq., and Gregory K. Jones, Esq., at Stutman, Treister &
Glatt, P.C., in Los Angeles, serves as the Debtor's bankruptcy
counsel.  FTI Consulting Inc. serves as its financial advisor.
The Company disclosed $40.4 million in assets and $98.7 million in
liabilities.

Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.  David P. Simonds, Esq., and Christina M.
Padien, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los
Angeles represents the Committee as counsel.


IMPERIAL PETROLEUM: Delays Form 10-Q for Jan. 31 Quarter
--------------------------------------------------------
Imperial Petroleum, Inc., is in the process of preparing and
reviewing the financial and other information for its Form 10-Q
report for the quarterly period ended Jan. 31, 2012, and does not
expect the report will be finalized for filing by the prescribed
due date without unreasonable effort or expense.  The Company
needs additional time to complete its financial statements, notes,
as well as to have the report reviewed by its accountants and
attorneys.  The Company undertakes the responsibility to file such
report no later than five days following the prescribed due date.

                      About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  Its oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.

Weaver Martin & Samyn, LLC, in Kansas City Missouri, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and is dependent
upon obtaining debt financing for funds to meet its cash
requirements.

The Company's balance sheet at Oct. 31, 2011, showed
$20.64 million in total assets, $20.02 million in total
liabilities and $617,446 in total stockholders' equity.


INNER CITY: Entercom to Acquire San Francisco KBLX-FM
-----------------------------------------------------
Entercom Communications Corp. signed a definitive agreement to
acquire 102.9 KBLX-FM from Inner City Media Corporation and its
subsidiaries for $25.0 million in cash.  KBLX is the leading urban
station in the San Francisco market.

KBLX will become the fourth brand in Entercom's San Francisco
cluster, joining Entercom's existing lineup of the market's #1
rated music station 96.5 KOIT-FM, sports talk station The Game
95.7 KGMZ-FM and classic rock station 98.5/102.1 KUFX-FM.
Entercom will begin operating KBLX under a time brokerage
agreement ('TBA') which will take effect after approval by the
U.S. Bankruptcy Court which is administering
ICMC(EQNX::rightsinglequotation)s bankruptcy proceedings and
overseeing the sales process.  Entercom expects the TBA to be
approved in late April and plans to maintain the
station(EQNX::rightsinglequotation)s urban programming format. The
closing of the transaction is subject to certain customary closing
conditions, including approval of the Federal Communications
Commission which is expected later this year.

Entercom's President and CEO David Field stated: 'We could not be
more pleased to add KBLX-FM to our San Francisco radio line-up.
KBLX is the leading urban radio station in the San Francisco
market and has a long history of producing distinctive and
compelling programming.  The addition of KBLX strengthens our
competitive positioning in San Francisco and enhances our ability
to provide outstanding content to our listeners and broad audience
reach and effective marketing opportunities to our advertisers.'

Entercom San Francisco Vice President and Market Manager Dwight
Walker commented: 'KBLX has done a magnificent job of serving the
local community and we look forward to continuing to do that at
Entercom.'

                     Bankruptcy Loan Approved

Dow Jones' DBR Small Cap reports that a bankruptcy judge has
cleared urban radio station operator Inner City Media Corp. to tap
a $3 million loan to fund its move to a new headquarters and its
stay in Chapter 11 while it awaits regulatory approval of its sale
to its senior lenders.

                   About Entercom Communications

Entercom Communications Corp is one of the five largest radio
broadcasting companies in the United States, with a nationwide
portfolio of 110 stations in 23 markets, including San Francisco,
Boston, Seattle, Denver, Portland, Sacramento and Kansas City.

Known for developing unique and highly successful, locally-
programmed stations, Entercom is home to some of radio's most
distinguished brands and compelling personalities.  The company is
also the radio broadcast partner of the Boston Red Sox, Boston
Celtics, Buffalo Bills, Buffalo Sabres, Kansas City Royals,
Memphis Grizzlies, New Orleans Saints, Oakland Athletics and San
Jose Sharks.

                         About Inner City

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

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

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

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

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

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

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

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INTERLEUKIN GENETICS: Grant Thornton Raises Going Concern Doubt
---------------------------------------------------------------
Interleukin Genetics, Inc., filed its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2011.

Grant Thornton LLP, in Boston, Massachusetts, expressed
substantial doubt about Interleukin Genetics' ability to continue
as a going concern.  The independent auditors noted that the
Company incurred a net loss of $5.02 million during the year ended
Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $12.27 million and its
total liabilities exceeded total assets by $11.4 million.

The Company reported a net loss of $5.0 million on $2.9 million of
revenue for 2011, compared with a net loss of $6.0 million on
$2.0 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.0 million
in total assets, $14.4 million in total liabilities, and a
stockholders' deficit of $11.4 million.

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

                       http://is.gd/268agS

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.


INTERNATIONAL TEXTILE: Incurs $69.4 Million Net Loss in 2011
------------------------------------------------------------
International Textile Group, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $69.43 million on $694.37 million of net sales in
2011, compared with a net loss of $46.30 million on $616.13
million of net sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $436.10
million in total assets, $611.62 million in total liabilities and
a $175.52 million total stockholders' deficit.

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

                        http://is.gd/EMFErL

                    About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.


JEFFERSON COUNTY: Bond Insurer Appeals for Case to Be Tossed
------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a bond insurer
that could be forced to make up the multimillion-dollar shortfalls
on Jefferson County's monthly sewer-debt payments wants a higher
judicial power to throw out the Alabama county's bankruptcy case.

                   About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JEFFERSON COUNTY: To Default on April 1 Bond Payment
----------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that officials in
Jefferson County, Ala., which last year filed for the largest
municipal bankruptcy in U.S. history, said they plan to default on
an April 1 general obligation bond payment.

                       About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JEFFERSON COUNTY: To Skip General Obligation Bond Payments
----------------------------------------------------------
American Bankruptcy Institute reports that Commissioners from
Alabama's bankrupt Jefferson County agreed to skip a $15 million
general obligation bond payment due in April and said that the
county will not resume the payouts while it is in bankruptcy.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JEFFERSON COUNTY: Moody's Downgrades Rating on GO Debt to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has downgraded to Caa3 from Caa1 the
rating on Jefferson County's (AL) $200.5 million in outstanding
general obligation (GO) debt and to Ca from Caa2 the rating on
$83.6 million in outstanding lease revenue warrants issued through
the Jefferson County Public Building Authority; both ratings
remain on under review for downgrade.

Ratings Rationale

Moody's downgrade of the general obligation rating reflects the
expected default on the county's fixed rate GO warrant debt
service payment due April 1. Although the county's bankruptcy
filing already created an automatic stay affecting GO bondholders,
the county filed a resolution dated March 28, 2012 that directs
officials to skip the April 1 principal and interest payment on
outstanding Series 2001B, 2003A and 2004A GO warrants,
constituting an event of default under the trust Indenture. The
county has been in default on its variable rate demand GO bank
warrants (Series 2001B) held by liquidity providers since 2008;
however, this is the first default on county fixed rate GO
warrants. The GO rating remains under review for downgrade.

The resolution indicated that the county decided to skip the
upcoming debt service payment in order to preserve an already
narrow cash position, indicating that notwithstanding the
automatic stay related to the bankruptcy filing, the county lacks
sufficient funds to pay GO bondholders. The resolution indicates
the county's cash position would be further stressed if they made
the $15 million payment on April 1, the first GO debt service due
since the county filed its petition for Chapter 9 bankruptcy
protection in November 2011.

Due to the state supreme court's overturning of the county's
occupational and business license tax in March 2011, the county
has struggled to raise revenues sufficient to pay for essential
county services. Press accounts state that management believes if
the April 1 general obligation debt service payment was made, the
county general fund would end fiscal 2012 with a very narrow $7.0
million cash position, forcing sizeable cuts to essential
services. It is unclear at this time whether or not the state
legislature will authorize the county to levy a sustainable long-
term revenue source sufficient to pay GO debt service payments and
fund essential county services. Given the continued lack of
resolution of the county's fiscal crisis, the risk of GO default
is higher now than before the resolution was adopted. For this
reason, Moody's has downgraded the GO rating to Caa3. The Caa3
rating indicates an expected recovery on defaulted bonds in the
range of 65% to 80%.

The Ca rating on the lease revenue bonds reflects the nature of
the security, which is subject to annual budget and appropriation
of the county and therefore is weaker than the GO rating.
Additionally, according to press sources, the county's April 1
lease revenue debt service payment of $6.38 million is expected to
be paid from the bond reserve fund. The Ca rating indicates an
expected recovery on defaulted bonds in the range of 35% to 65%.

On March, 4, 2012, the Federal Bankruptcy Court approved Jefferson
County's petition for federal bankruptcy protection under Chapter
9 of the US Bankruptcy Code. Authorization of the petition allows
the county to continue its efforts to develop a plan to
restructure over $4.23 billion in debt. Moody's will continue to
monitor the county's progress in developing its bankruptcy plan,
including any progress made with the state legislature to provide
a long-term revenue source that is sufficient to fund essential
county services and pay GO debt service going forward.

Moody's continues to review the following ratings on Jefferson
County (AL) for possible downgrade: the Caa3 rating on $3.14
billion in sewer revenue debt; the B3 rating on $814.08 million in
limited obligation school bonds; and the B3 rating on $32.92
million in special tax bonds issued by the Birmingham-Jefferson
Civic Center Authority and secured by various county-wide excise
taxes and other county revenues.

WHAT COULD MAKE THE RATINGS GO UP

- Higher than expected recovery rate on defaulted bonds

WHAT COULD MAKE THE RATINGS GO DOWN

- Lower than expected recovery rate on defaulted bonds

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


JOHN HANCOCK: Deutsche Bank, NorthStar Near Deal on Tower
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that a partnership of
Deutsche Bank AG and NorthStar Realty Finance Corp. is emerging as
the victor in the battle to control the John Hancock Center,
outmaneuvering Goldman Sachs Group Inc., Blackstone Group LP and
other investors vying for the well-known Chicago skyscraper.


LANTHEUS MEDICAL: S&P Puts 'B+' Corp. Credit Rating on Watch Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating and 'B+' issue-level rating on North Billerica,
Mass.-based Lantheus Medical Imaging Inc. on CreditWatch with
negative implications.

"The CreditWatch placement reflects our expectation that the
persistent outage of sole contract manufacturer Ben Venue Labs
(BVL), and uncertain timeline for restarting, will further
constrain inventories of key products," said Standard & Poor's
credit analyst Michael Berrian. "The continuing supply shortages
are pressuring revenues and EBITDA and we believe that this will
result in escalated leverage in the near term, likely to more than
5x. If manufacturing does not resume in the second quarter, either
at BVL or at Jubilant Hollister Stier (a new manufacturer for
DEFINITY), there is potential for further, near-term deterioration
and possibly an additional covenant breach in the September
quarter," S&P said.

"We believe a stockout of DEFINITY (18% of sales for the nine
months ended Sept. 30, 2011) in the second quarter of 2012 is a
clear possibility. Moreover, continued lower supplies of
Cardiolite (21% of sales for the nine months ended Sept. 30, 2011)
increases the likelihood that Covidien, which launched a generic
version of Cardiolite in 2008, could take additional share if
Lantheus cannot supply product to its customers It could also
exacerbate the slower-than-expected rebound in the use of
Technelite by physicians following the supply constraints
experienced in 2009-2010," S&P said.

"The recent covenant amendment, together with revolver
availability, and cash on hand (including the $30 million
settlement from BVL) support our belief that Lantheus has adequate
liquidity for the near term. However, if the outage extends beyond
the second quarter of 2012, a greater than expected decline in
EBITDA could force the company to re-amend its covenants," S&P
said.

"The ratings on Lantheus reflect a 'weak' business risk profile
characterized by contract manufacturer concentration, supply
shortages of key products, a narrow business focus, product
concentration, and minimal near-term patent exposure. We view
Lantheus' financial risk profile as 'highly leveraged' because we
believe that the extended outage and supply issues will continue
to pressure revenue and EBITDA over the second quarter and result
in higher leverage," S&P said.

"We will resolve the CreditWatch once there is clarity on the
start-up and resupply of depleted inventories. If manufacturing is
started up before the conclusion of the second quarter, downgrade
risk is likely contained as revenue and EBITDA should be only
modestly affected. If Lantheus continues to suffer from lack of
product at the end of the June quarter, we could conclude that the
business had been severely impaired, in addition to our leverage
and liquidity concerns. At that time, we would likely revise our
assessment of liquidity to 'less than adequate' if the covenant
cushion under the amended covenants declines to 10% or less, and
lower the rating at least one notch," S&P said.


LEE ENTERPRISES: To Expand Online Subscription Plan
---------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Lee Enterprises
Inc. said it plans to introduce digital-subscriber programs in
more markets as it expects declining revenue trends to continue in
the fiscal second quarter.

                       About Lee Enterprises

Lee Enterprises, Incorporated, headquartered in Davenport, Iowa,
publishes the St. Louis Post Dispatch and the Arizona Daily Star
along with more than 40 other daily newspapers and about 300
weekly newspapers and specialty publications in 23 states.
Revenue for the 12 months ended December 2010 was $780 million.
The Company has 6,200 employees, with 4,650 working full-time.

Lee Enterprises and certain of its affiliates filed for Chapter 11
(Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a
prepackaged plan of reorganization.  The Debtor selected Sidley
Austin LLP as its general reorganization and bankruptcy counsel,
and Young Conaway Stargatt & Taylor LLP as co-counsel; The
Blackstone Group as Financial and Asset Management Consultant; and
The Debtor disclosed total assets of $1.15 billion and total
liabilities of $1.25 billion at Sept. 25, 2011.

Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition
Agent, is represented in the Debtors' cases by Sandeep "Sandy"
Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher &
Bartlett LLP.

Certain Holders of Prepetition Credit Agreement Claims, Goldman
Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master
Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and
Blackwell Partners, LLC have committed to acquire up to a maximum
amount of $166.25 million of loans under a New Second Lien Term
Loan Facility pursuant to the Reorganization Plan.  This
commitment also includes the potential payment of up to $10
million as backstop cash to Reorganized Lee Enterprises to acquire
the loans.  The Initial Backstop Lenders are represented by
Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed,
Hadley & McCloy LLP.

On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of a
second version of their prepackaged Chapter 11 plan of
reorganization.

Lee Enterprises Inc. declared its prepackaged plan of
reorganization effective on Jan. 30, 2012.


LIFECARE HOLDINGS: Incurs $34.8 Million Net Loss in 2011
--------------------------------------------------------
LifeCare Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $34.83 million on $415.41 million of net patient
service revenue in 2011, compared with net income of $2.63 million
on $358.25 million of net patient service revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $512.48
million in total assets, $558.80 million in total liabilities and
a $46.31 million total stockholders' deficit.

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

                        http://is.gd/D1suE0

                      About LifeCare Holdings

Plano, Tex.-based LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- operates 19 hospitals
located in nine states, consisting of eight "hospital within a
hospital" facilities (27% of beds) and 11 freestanding facilities
(73% of beds).  Through these 19 long-term acute care hospitals,
the Company operates a total of 1,057 licensed beds and employ
approximately 3,200 people, the majority of whom are registered or
licensed nurses and respiratory therapists.  Additionally, the
Company holds a 50% investment in a joint venture for a 51-bed
LTAC hospital located in Muskegon, Michigan.

                          *     *     *

LifeCare Holdings carries "Caa1" corporate family and probability
of default ratings, with negative outlook, from Moody's Investors
Service and a 'CCC-' corporate credit rating, with negative
outlook from Standard & Poor's Ratings Services.

In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'.  "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay.  The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011.  Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation.  Accordingly, S&P
believes the chances of bankruptcy have increased.

As reported by the TCR on May 26, 2011, Standard & Poor's Rating
Services affirmed its 'CCC-' corporate credit rating and its
senior subordinated debt rating on Plano, Texas-based LifeCare
Holdings Inc.  "The low-speculative-grade rating on LifeCare
reflects its narrow focus in a competitive business heavily
reliant on uncertain Medicare reimbursement," said Standard &
Poor's credit analyst David Peknay, "and its highly leveraged
financial risk profile highlighted by very weak cash flow
protection measures, slim liquidity, and very high debt level."


LIQUIDMETAL TECHNOLOGIES: Posts $6.1 Million Net Income in 2011
---------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $6.15 million on $972,000 of total revenue in 2011,
compared with a net loss of $17.64 million on $20.56 million of
total revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.99 million
in total assets, $4.21 million in total liabilities, and a
$2.22 million in total shareholders' deficit.

Choi, Kim & Park, LLP, in Los Angeles, California, noted that the
Company's significant operating losses and working capital deficit
raise substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/KU85SF

                   About Liquidmetal Technologies

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

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


LOS ANGELES DODGERS: Look to Nix $131MM Claim from Owner's Divorce
------------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the Los Angeles
Dodgers LLC asked a Delaware bankruptcy judge to toss a $131
million claim against the team from owner Frank McCourt's ex-wife,
saying the team never agreed to guarantee the owner's divorce
settlement.

After a messy divorce battle that contributed to the Dodgers'
financial woes, Frank McCourt agreed in October to pay
$131 million to his ex-wife, Jamie McCourt, who then filed a
claim in the bankruptcy for that amount.

Collecting the $131 million he was promised in a divorce
settlement with exiting Los Angeles Dodgers owner Frank McCourt is
Jamie McCourt's problem, it isn't the ball team's, lawyers for the
Dodgers contend, according to Dow Jones' Daily Bankruptcy Review.

                        Profit for McCourt

Dow Jones' Daily Bankruptcy Review reports that Frank McCourt, who
paid $430 million for the Los Angeles Dodgers in 2004, could
pocket nearly half of the record-breaking $2 billion sale price
the team fetched in a bankruptcy court auction, court records
show.

                     About Los Angeles Dodgers

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

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

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

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

According to Forbes, the team is worth about $800 million, making
it the third most valuable baseball team after the New York
Yankees and the Boston Red Sox.

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

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

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

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


LYONDELL CHEMICAL: BNY Seeks to Duck Suit Over $1BB Losses
----------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that the Bank of
New York Mellon Corp. on Thursday appealed a New York state
judge's ruling that only partially tossed a suit alleging it cost
hedge funds $1 billion with its work on Basell AF SCA's buyout of
Lyondell Chemical Co., which bankrupted the combined company.

Law360 relates that a group of hedge funds allege that they lost
$1 billion when BNY Mellon, the indenture trustee on Basell bonds,
gave the green light to Lyondell's buyout, which allegedly
bankrupted the company.

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  Luxembourg-based Basell AF
and Lyondell Chemical Company merged operations in 2007 to form
LyondellBasell Industries, the world's third largest independent
chemical company.  LyondellBasell became saddled with debt as
part of the US$12.7 billion merger.  Len Blavatnik's Access
Industries owned the Company prior to its bankruptcy filing.

On Jan. 6, 2009, LyondellBasell Industries' U.S. operations,
led by Lyondell Chemical Co., and one of its European holding
companies -- Basell Germany Holdings GmbH -- filed voluntary
petitions to reorganize under Chapter 11 of the U.S. Bankruptcy
Code to facilitate a restructuring of the company's debts.  The
case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y.
Lead Case No. 09-10023).  Seventy-nine Lyondell entities filed
for Chapter 11.  Luxembourg-based LyondellBasell Industries AF
S.C.A. and another affiliate were voluntarily added to Lyondell
Chemical's reorganization filing under Chapter 11 protection on
April 24, 2009.

Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, served as the Debtors' bankruptcy counsel.  Evercore
Partners served as financial advisors, and Alix Partners and its
subsidiary AP Services LLC, served as restructuring advisors.
AlixPartners' Kevin M. McShea acted as the Debtors' Chief
Restructuring Officer.  Clifford Chance LLP served as
restructuring advisors to the European entities.

LyondellBasell emerged from Chapter 11 bankruptcy protection in
May 2010, with a plan that provides the Company with US$3 billion
of opening liquidity.  A new parent company, LyondellBasell
Industries N.V., incorporated in the Netherlands, is the
successor of the former parent company, LyondellBasell Industries
AF S.C.A., a Luxembourg company that is no longer part of
LyondellBasell.  LyondellBasell Industries N.V. owns and operates
substantially the same businesses as the previous parent company,
including subsidiaries that were not involved in the bankruptcy
cases.  LyondellBasell's corporate seat is Rotterdam,
Netherlands, with administrative offices in Houston and
Rotterdam.


MARKETING WORLDWIDE: Angus Gillis Discloses 13.9% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Angus Allan Gillis and Josephine Maria
MacPherson disclosed that, as of March 28, 2012, they beneficially
own 24,200,000 shares of common stock of Marketing Worldwide
Corporation representing 13.98% of the shares outstanding.  As
previously reported by the TCR on March 13, 2012, Mr. Gillis
reported beneficial ownership of 17,100,000 common shares or 9.88%
equity stake.  A copy of the amended filing is available for free
at http://is.gd/A1jE4f

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

The Company's balance sheet at Dec. 31, 2011, showed $1.50 million
in total assets, $7.90 million in total liabilities, $3.50 million
in Series A convertible preferred stock, and a $9.90 million total
stockholders' deficiency.

The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.

RBSM LLP, in New York, expressed substantial doubt about the
Company's ability to continue as a going concern following the
Company's 2011 financing results.  The independent auditors noted
that the Company has generated negative cash flows from operating
activities, experienced recurring net operating losses, is in
default of loan certain covenants, and is dependent on securing
additional equity and debt financing to support its business
efforts.


MEG ENERGY: Moody's Reviews 'B1' CFR/PDR for Upgrade
----------------------------------------------------
Moody's Investors Service placed the ratings for MEG Energy Corp.
under review for possible upgrade. The ratings under review are
the B1 Corporate Family Rating (CFR), B1 Probability of Default
Rating (PDR), Ba3 (LGD3,34%) senior secured revolver and term
loan, and B3 (LGD5,87%) senior unsecured notes rating.

Ratings Rationale

The review is prompted by MEG's 100% concentration in oil,
improving operating cash flow and leverage metrics, advancement of
Phase 2B, very good liquidity and ownership of high quality
bitumen reserves and resources.

The ratings review is expected to be concluded over the next three
months. Any change in ratings will likely be limited to one notch.

On Review for Possible Upgrade:

  Issuer: MEG Energy Corp.

     Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently B1

     Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B1

     Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently Ba3

     Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently B3

Outlook Actions:

   Issuer: MEG Energy Corp.

     Outlook, Changed To Rating Under Review From Stable

Withdrawals:

  Issuer: MEG Energy Corp.

     Senior Secured Bank Credit Facility, Withdrawn, previously
     rated Ba3, LGD3, 34%

The principal methodology used in rating MEG 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.

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


MEMC ELECTRONIC: S&P Keeps 'BB' Ratings on Watch Negative
---------------------------------------------------------
Standard & Poor's Rating Services' 'BB' ratings on MEMC Electronic
Materials Inc. remain on CreditWatch, where it placed them with
negative implications on Dec. 12, 2011.  "At the same time, we
revised the company's business risk profile to weak from fair. The
'4' recovery rating remains unchanged," S&P said.

The CreditWatch action reflected the effects of challenging
business conditions on the solar panel manufacturing industry,
including regulatory changes, panel oversupply, and potential
political pushback.

"To date, a large amount of demand for solar panels came from
Europe, with countries such as Germany and Italy providing very
generous feed-in tariffs. With countries dramatically reducing
these incentives, demand for panels in the region has dropped
precipitously. Worldwide supply remains slow to react, resulting
in substantial oversupply. Demand has been slow to respond to
these dramatic price declines, which is pressuring panel
manufacturers and their suppliers. We expect that worldwide solar
demand in 2012 will be essentially flat year over year," S&P said.

The U.S. Dept. of Energy's Loan Guarantee Program ended in 2011.
It was instrumental in the financing of renewable energy projects,
including solar power.

"With this program gone, the financing environment for renewable
projects may be increasingly difficult," said Standard & Poor's
credit analyst Theodore Dewitt.

Also, the high profile bankruptcies of Solyndra LLC and Evergreen
Solar LLC may result in a political climate in the U.S. that
creates more hurdles for solar.

"The negative CreditWatch indicates that there is a high
possibility that we could lower the ratings in the near term.
Throughout the process of the CreditWatch listing we have been
meeting with company management and reassessing the financial
outlook for the company in light of the changes to the company's
cost structure, business unit realignment, and industry trends.
We expect to resolve this CreditWatch by the end of April," S&P
said.


MICHAELS STORES: S&P Puts B- Corp. Credit Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating and other ratings on Irving, Texas-based Michaels
Stores Inc. on CreditWatch with positive implications.

"The CreditWatch placement follows Michaels Stores' S-1 filing on
March 30, 2012," said Standard & Poor's credit analyst Brian
Milligan. "We believe the overall credit profile may strengthen
further if the company uses IPO proceeds to reduce high cost debt
and the financial sponsor's equity stake in the ownership
structure declines substantially."

"Currently, we assess the company's business risk profile as
'fair' and its financial risk profile as 'highly leveraged,' under
our criteria. In our view, key factors in our financial risk
assessment are the financial sponsor's significant equity
ownership stake (above 90%), sizable upcoming debt maturities, and
financial ratios indicative of a highly leveraged financial risk
profile," S&P said.

"The company posted good results for the fiscal 2011 fourth
quarter and full year, with the company's operating lease-adjusted
total debt to EBITDA declining to 6.2x from 6.3x in the prior
quarter and from 7.1x in the prior year. We forecast operating
lease-adjusted debt to EBITDA will improve to the mid-5x area
during fiscal 2012 from a combination of profit growth and debt
reduction. We will review the rating in the near term to address
its positive operating trends and financial results," S&P said.

"The combination of the above factors may result in the upgrade of
the ratings by one or more notches, depending upon the final terms
of the IPO and use of the proceeds," S&P said.

"We expect to resolve the CreditWatch listing after further
details of the IPO become available or after the IPO is completed,
which largely depends on the nature of the details we receive
prior to the IPO completion. Before resolving the CreditWatch, we
will assess the pro forma capital structure following the IPO and
account for potential changes to the company's financial policies,
business strategies, and board composition, if any, following the
change in the equity ownership structure," S&P said.


MIDWEST GAMING: S&P Hikes Corp. Credit Rating to 'B+'; Outlook Pos
------------------------------------------------------------------
U.S. gaming operator Midwest Gaming Borrower's Rivers Casino has
continued to perform very well since its opening in July 2011,
which has resulted in substantial cash flow generation and solid
credit measures.  Standard & Poor's Ratings Services is raising
its corporate credit rating on the company to 'B+' from 'B' and
removing all ratings from CreditWatch with positive implications.
The agency is also raising its issue-level rating on the company's
first-lien senior secured credit facilities to 'BB' from 'BB-' as
a result of the upgrade of the company. In addition, S&P is
revising its recovery rating on the company's $175 million second
lien senior secured notes to '1' from '4' and raising its issue-
level rating on the notes to 'BB' from 'B'.


MILACRON INC: Avenue Capital Inks Sale Deal With CCMP Capital
-------------------------------------------------------------
Bill Bregar at Plastic News reports that Avenue Capital Group will
sell the Cincinnati-based Milacron LLC to CCMP Capital Advisors
LLC, under an agreement announced March 30.  The transaction is
expected to close in the second quarter of 2012.  Both private
equity firms are based in New York.  Terms were not disclosed.

Milacron LLC was formed by Avenue Capital to acquire the
operations of Milacron Inc., which filed for bankruptcy in 2009.

According to the report, CCMP Capital Advisors specializes in
upper-middle market buyouts and equity investments of $100 million
to $500 million in the United States and Europe.  Tim Walsh,
managing director of CCMP and co-head of its industrials group,
said the firm will help Milacron execute its plans for growth.

The report relates CCMP and Milacron said Milacron's management
team will continue with the company, which will remain
headquartered in Cincinnati.

                         About Milacron Inc.

Milacron Inc. (Pink Sheets: MZIAQ), headquartered in Batavia,
Ohio, supplied plastics-processing technologies and industrial
fluids, with major manufacturing facilities in North America,
Europe and Asia.  First incorporated in 1884, Milacron also
manufactured synthetic water-based industrial fluids used in
metalworking applications.

The Company and six of its affiliates filed for chapter 11
protection (Bankr. S.D. Ohio Case No. 09-11235) on March 10, 2009.
On the same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represented the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC,
served as the Debtors' financial advisor.  Rothschild Inc. served
the Debtors' investment banker and financial advisor.  Kurtzman
Carson Consultants LLC served as noticing, balloting and
disbursing agent for the Debtors.  Paul, Hastings, Janofsky &
Walker LLP, represented DIP Lender General Electric Capital Corp.
Timothy J. Hurley, Esq., and W. Timothy Miller, Esq., at Taft
Stettinius & Hollister LLP served as counsel for the Official
Committee of Unsecured Creditors.

At Sept. 30, 2008, the Company's balance sheet showed
$586.1 million in assets and $648.5 million in debts.

On Aug. 21, 2009, the Debtor completed a sale of substantially all
of its assets to Milacron LLC, a company formed by affiliates of
Avenue Capital Group, certain funds and accounts managed by DDJ
Capital Management LLC and certain other entities that held
roughly 93% of the Company's 11.5% Senior Secured Notes.  Milacron
Inc. changed its name to MI 2009 Inc. following the asset sale.

The U.S. Bankruptcy Court later converted the Debtors' Chapter 11
reorganization cases to Chapter 7 liquidation.


MIT HOLDING: Delays Form 10-K for 2011
--------------------------------------
MIT Holding, Inc., will be delayed in filing its 10-K because the
year-end review of the Company's financial statements for the year
ending Dec. 31, 2011, has not been completed.

                         About MIT Holding

Savannah, Ga.-based MIT Holding, Inc. (OTC BB: MITD)
-- http://www.mitholdinginc.com/-- distributes wholesale
pharmaceuticals, administers intravenous infusions, operates an
ambulatory center where therapies are administered and sells and
rents home medical equipment.

The Company's balance sheet at Sept. 30, 2011, showed
$5.10 million in total assets, $3.69 million in total liabilities,
and $1.40 million in total stockholders' equity.

As reported by the TCR on April 27, 2011, Michael T. Studer CPA
P.C., in Freeport, New York, expressed substantial doubt about MIT
Holding's ability to continue as a going concern.  The independent
auditors noted that the Company negative working capital of
$1.2 million and a stockholders' deficiency of $2.2 million.
"From inception the Company has incurred an accumulated deficit of
$8.5 million."


MOBILITIE INVESTMENTS: Moody's Withdraws 'B2' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Mobilitie
Investments II LLC ("M2" or "the company") following completion of
the acquisition of M2 by SBA Communications ("SBA", Ba3/Stable) on
April 2, 2012 as SBA has repaid M2's outstanding debt.

Moody's has taken the following ratings actions:

Outlook Actions:

  Issuer: Mobilitie Investments II LLC

    Outlook, Changed To Rating Withdrawn From Rating Under Review

Withdrawals:

  Issuer: Mobilitie Investments II LLC

    Probability of Default Rating, Withdrawn, previously rated B3

    Corporate Family Rating, Withdrawn, previously rated B2

    Senior Secured Bank Credit Facility, Withdrawn, previously
    rated B2, LGD3, 31%

    Senior Secured Bank Credit Facility, Withdrawn, previously
    rated B2, LGD3, 31 %

Ratings Rationale

This rating withdrawal concludes the ratings review commenced on
February 22, 2011, after the acquisition agreement between M2 and
SBA was announced.

The principal methodology used in rating M2 and SBA was the Global
Communications Infrastructure Industry Methodology published in
June 2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

SBA Communications Corp., through its wholly owned operating
subsidiaries, is the third largest independent operator of
wireless tower assets in the United States. The firm derives over
85% of its revenues by leasing site space on its towers in the
U.S., Canada, and Central America to wireless service providers,
with the remaining revenue derived from its site development
business, which provides network services relating to sites or
wireless infrastructure for customers.

Mobilitie Investments II LLC, located in Newport Beach, CA is a
developer and operator of wireless towers and network access sites
in the US, Canada and Central America. For the year ended 2010,
the company owned and operated about 1,800 sites and generated $67
million in revenues.


MOBILITIE INVESTMENTS: S&P Withdraws 'B' CCR After SBA Merger
-------------------------------------------------------------
Standard & Poor's withdrew theratings on Mobilitie Investments II
LLC, following SBA Communications Inc.'s (B+/Watch Negative/--)
acquisition of Mobilitie LLC (which includes Mobilitie Investments
II LLC). "At close, all outstanding Mobilitie debt was repaid,
including borrowings under its rated term loan B, delayed draw
term loan, and revolving credit facility. As such, we withdrew the
'BB-' issue-level rating on these credit facilities, as well as
the company's 'B' corporate credit rating. SBA's ratings remain on
CreditWatch Negative, where they were placed on Feb. 21, 2012,
following the announcement of the pending transaction. We expect
to resolve the Credit Watch for SBA within the next few weeks,"
S&P said.


MPG OFFICE: Completes Disposition of Non-Core Assets
----------------------------------------------------
MPG Office Trust, Inc., completed the previously announced
transactions between MPG, Charter Hall Office REIT and affiliates
of Beacon Capital Partners, LLC.  As part of the transactions, MPG
sold certain non-core assets and entered into a new joint venture
agreement with an affiliate of Beacon Capital Partners, LLC.

At the closing of the transactions, MPG, together with Charter
Hall Office REIT, sold its interests in Wells Fargo Center,
located in Denver, Colorado, and San Diego Tech Center, located in
San Diego, California.  In addition, MPG sold its development
rights and an adjacent land parcel at San Diego Tech Center and
received a payment in consideration for terminating its right to
receive certain fees following the closing date.  Net proceeds to
MPG of approximately $44 million will be used for general
corporate purposes.

The new joint venture between MPG and the affiliate of Beacon
Capital Partners, LLC will continue to own interests in One
California Plaza, located in Downtown Los Angeles, Cerritos
Corporate Center, located in Cerritos, California, and Stadium
Gateway, located in Anaheim, California.  The new joint venture
agreement provides for a three-year lockout period, during which
time neither partner will have the right to exercise the marketing
rights under the joint venture agreement.  The Company will
continue to maintain a 20% interest in the new joint venture.

David L. Weinstein, President and Chief Executive Officer of MPG
Office Trust, commented, "These transactions resulted in the
disposition of non-core assets and the retention of our ownership
interest in One California Plaza in Downtown Los Angeles.  They
also provide us with the liquidity to maintain our dominant market
position in Downtown Los Angeles."

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.28 billion
in total assets, $3.21 billion in total liabilities, and a
$927.92 million total deficit.


MSCI INC: S&P Affirms 'BB' Corp. Credit Rating; Outlook Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York City-based MSCI Inc. to positive from stable. "The
outlook revision reflects MSCI's operating resilience through
economic cycles and since the acquisition of RiskMetrics in mid-
2010, as well as our expectation that the company will maintain
leverage at or below the current level," S&P said.

"At the same time, we affirmed our existing ratings on the
company, including the 'BB' corporate credit rating, and the 'BB+'
issue-level rating on the $1.225 billion senior secured credit
facility consisting of a $1.125 billion term loan B and a $100
million revolver. The recovery rating on this debt remains at '2',
indicating our expectation for substantial (70% to 90%)
recovery for lenders in the event of a payment default," S&P said.

The ratings reflect MSCI's 'fair' business and 'significant'
financial risk profiles.

"We expect solid revenue growth and good cash flow generation in
fiscal 2012," said Standard & Poor's credit analyst Andrew Chang,
"resulting in an improving financial profile and leverage
(adjusted for operating leases) near the mid-2x range."

"The positive rating outlook reflects MSCI's consistent operating
performance through economic cycles, and its good but relatively
narrow market position. If MSCI can sustain leverage below 2.5x
while generating consistent cash flow, we could raise the rating,"
S&P said.

"Alternatively, if the company pursues a more aggressive financial
policy via a debt-financed acquisition, such that leverage is
sustained above the low-3x level, we could change the outlook to
stable," S&P said.



MUNICIPAL CORRECTIONS: Wants Involuntary Ch. 11 Heard in Georgia
----------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Municipal Corrections LLC is
asking a bankruptcy judge to transfer the its involuntary Chapter
11 bankruptcy case to Georgia from Nevada, where the facility that
is at the center of the case is located.

Hamlin Capital, Oppenheimer Rochester and UMB, N.A. -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012, in Las Vegas, Nevada.  Jon T
Pearson, Esq., at Ballard Spahr LLP, in Las Vegas, serves as
counsel to the petitioners.


NEDAK ETHANOL: Net Loss Down to $781,900 in 2011
------------------------------------------------
Nedak Ethanol, LLC, filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$781,940 on $152.11 million of revenue in 2011, compared with a
net loss of $2.08 million on $94.77 million of revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$84.47 million in total assets, $41.13 million in total
liabilities, $10.49 million in preferred units Class B, and
$32.84 million in total members' equity.

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

                        http://is.gd/ZQlOy1



                        About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.

As reported by the TCR on April 7, 2011, McGladrey & Pullen, LLP,
in Sioux Falls, South Dakota, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2010 results.  The independent auditors noted that there
is uncertainty as to the Company's ability to cure credit
agreement defaults and, therefore, to secure additional funds
needed to fund ongoing operations.

McGladrey & Pullen, LLP, did not include a "going concern"
qualification in its report on the Company's 2011 financial
results.

                        Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011 noted that the
Company entered into the following agreements with AgCountry
Farm Credit Services, FLCA, regarding the Company's senior secured
credit facility for the provision of construction and permanent
debt financing for our ethanol plant: a Master Credit Agreement
dated Feb. 14, 2007, and several supplements including the Seventh
Supplement and Forbearance agreement to the Master Credit
Agreement effective Feb. 1, 2011.  As of Sept. 30, 2011, the
Company had $34,000,008 outstanding under the Facility.

The Company, according to the Form 10-Q, is actively negotiating
with the Lender to convert the construction financing to operating
lines and to modify the loan covenants to reflect current industry
economics.  These negotiations have taken a considerable amount of
time due to the number of lenders involved, the Company's overall
liquidity and the interests of a diverse group of stakeholders.
The Company cannot predict whether the Lender will agree to modify
any of those covenants, but the Company does expect a resolution
soon.  To the extent the Company is unable to modify those
covenants, it may not be possible to meet them unless the
commodities markets the Company operates in move in favorable
directions.  Until the Company is able to comply with the
covenants under the Loan Agreements, the Lender may take a variety
of actions, including immediately accelerating the repayment of
all outstanding debt under the Loan Agreements.  Such acceleration
could entitle the Lender to liquidate all of the Company's assets,
and would likely lead to the Company's bankruptcy, reorganization
or winding up of its affairs.


NEONODE INC: Incurs $17.1 Million Net Loss in 2011
--------------------------------------------------
Neonode Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$17.14 million on $6.06 million of net revenues in 2011, compared
with a net loss of $31.62 million on $440,000 of net revenues in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $16.62
million in total assets, $2.95 million in total liabilities and
$13.67 million in total stockholders' equity.

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

                        http://is.gd/ddkfge

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.


NESCO LLC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to privately owned Bluffton, Ind.-based
NESCO LLC. The outlook is stable.

"At the same time, Standard & Poor's assigned a 'B-' preliminary
issue rating (one notch below the preliminary corporate credit
rating) to the proposed new $275 million senior secured second-
lien notes due 2017. NESCO LLC and NESCO Holdings Corp. are the
co-issuers of the notes. Standard & Poor's also assigned this debt
a '5' preliminary recovery rating, indicating modest (10%-30%)
recovery in a payment default scenario," S&P said.

"The preliminary ratings on NESCO LLC reflect the company's
'highly leveraged' financial risk profile and 'weak' business risk
profile. NESCO LLC provides specialty rental equipment for the
electric power transmission and distribution (T&D) industry. Its
customers are utilities and utility contractors," S&P said.

"We expect the company's operating performance to benefit in the
next 12-18 months as utilities increasingly outsource T&D
maintenance and construction activity and utility contractors
shift toward rentals versus owned equipment," said Standard &
Poor's credit analyst John Sico.

Rentals account for most of the company's sales and likely will
represent a growing majority of revenues going forward. Lower-
margin new- and used-equipment sales account for a small portion
of sales.

NESCO's business risk profile primarily reflects its narrow scope
of operations as a participant in the niche, competitive, and
highly fragmented T&D specialty equipment rental industry. The
company's multiregional footprint, young fleet age, and good
EBITDA margin should continue to somewhat temper its weaknesses.


NET ELEMENT: Incurs $24.8 Million Net Loss in 2011
--------------------------------------------------
Net Element, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$24.85 million on $183,179 of net revenue for the 12 months ended
Dec. 31, 2011, compared with a net loss of $3.10 million on $242
of net revenues for the nine months ended Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.66 million
in total assets, $6.89 million in total liabilities and a $5.22
million total stockholders' deficit.

For 2011,Daszkal Bolton LLP, in Fort Lauderdale, Florida,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced recurring losses and has an
accumulated deficit and stockholders' deficiency at Dec. 31, 2011.

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

                         http://is.gd/SdYXo1

                          About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media websites in the film, auto
racing and emerging music talent markets.


NEW HOPE PERSONAL: Wants to Withdraw Chapter 11 Petition
--------------------------------------------------------
Citizensvoice.com reports that New Hope Personal Care Homes Inc.
filed papers in U.S. Bankruptcy Court for the Middle District of
Pennsylvania to rescind a petition for Chapter 11 protection it
filed in June.  A hearing is scheduled April 24.

According to the report, the facilities drew scrutiny after a
state inspection in September revealed deficiencies at both and a
court-appointed trustee in the case asked Judge Robert Opel to
convert the case to a Chapter 7 liquidation.  The trustee dropped
the request in November.

The report relates the motion to withdraw the bankruptcy says New
Hope's administrative costs from the bankruptcy make it difficult
to pay its bills on time and says the company could best address
its creditors outside of the bankruptcy process.

New Hope Personal Care Homes, Inc., formerly New Hope Home Health
Care, Inc., operates Pennswood Manor on Cedar Avenue in Scranton,
Pa., and Mountainside Manor in Dallas, Pa.  New Hope filed a
Chapter 11 petition (Bankr. M.D. Pa. Case No. 11-04036) on June 1,
2011.  The Debtor estimated assets and liabilities of $500,000 to
$1 million.


NGPL PIPECO: Moody's Lowers Corporate Family Rating to 'Ba3'
------------------------------------------------------------
Moody's Investors Service downgraded NGPL PipeCo LLC's senior
unsecured debt rating, Corporate Family Rating, and Probability of
Default Rating to Ba3 from Ba2. NGPL's Speculative Grade Liquidity
Rating is changed to SGL-4 from SGL-3. The rating outlook is
negative.

These rating actions conclude a review for possible downgrade
which was initiated on December 8, 2011, following the release of
NGPL's September 2011 quarter financial statements which showed a
more severe drop in revenues than was previously expected.

Ratings Rationale

The downgrade of NGPL's Corporate Family Rating to Ba3 reflects
the downward pressure on NGPL's transport revenues that is likely
to persist for several years as North American pipelines adjust to
new shale supplies and newly built pipelines.

The SGL-4 reflects the $1.25 billion of debt maturing in December
2012 and the likelihood that NGPL will not meet its current
leverage covenant under its existing revolver. Moody's, however,
expects that NGPL will refinance soon to resolve these issues. The
terms of the refinancing have not yet been determined, but Moody's
ratings do not factor in a material amount of debt reduction at
NGPL. Longer term, Moody's expects NGPL's cash flow metrics will
stay well below ranges that were assumed at the Ba2 rating level.

"NGPL's cash flows will be under pressure for a while," says
Moody's vice president Mihoko Manabe. "It will take several years
before credit metrics improve meaningfully."

Revenues are declining as short term-oriented customers, in
particular gas marketers, let their transport contracts with NGPL
expire or renew them at lower rates. Because of its unusually
short average contract life (only one year for transport
contracts), NGPL is more sensitive to contracts resetting at the
low prevailing rates for its transport services than other
pipelines that have longer-dated contracts. This erosion in the
amount of contracted capacity and rates gathered pace in 2011 and
caused NGPL's financial results to fall well short of its plan.
This downward trend is expected to continue over the next year or
so as other such market-sensitive contracts come due.

Moody's referred to NGPL's September 2011 and December 2011
quarter financial statements as a baseline for its future
performance, as they are the first two quarters which fully
reflect the rate reductions ordered by the Federal Energy
Regulatory Commission that were phased in between July 2010 and
July 2011. After Moody's adjustments, these six months' annualized
funds flow from operations (FFO) of approximately $140 million,
resulting in a FFO-to-debt ratio of 4.8%, well below the 7% range
Moody's had incorporated in NGPL's Ba2 rating. Adjusted EBITDA for
the same period was roughly $380 million, resulting in a
debt/EBITDA ratio of 7.1 times. Excluding the $23 million of
cushion gas sales gains which were unusually large in the December
2011 quarter, this ratio would have been 8.0 times.

The negative outlook and the SGL-4 liquidity assessment reflects
the near-term uncertainty regarding the refinancing. When NGPL
does finalize its refinancing plan, Moody's will reassess the
negative outlook and assign ratings to the new and existing
obligations based on the Ba3 Corporate Family Rating according to
its loss given default methodology.

The Ba3 Corporate Family Rating is based on NGPL sustaining FFO-
to-debt in the 4.5% to 6% range. Under the current business
environment and refinancing plan, NGPL is not likely to see any
positive rating momentum for a few years. As business conditions
recover and transport rates go up, NGPL could eventually be
considered for upgrade to Ba2 if it can maintain FFO-to-debt back
in the 7% range. Despite its commercial and financial challenges,
NGPL is a valuable asset that would be hard to replicate, which
reduces the potential of its Corporate Family Rating falling too
much further. Its rating could be downgraded, however, if market
conditions worsen, causing the company's FFO-to-debt to remain
below 4.5% for an extended period.

The principal methodologies used in this rating was Natural Gas
Pipeline published in December 2009 and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in Jone 2009.

The last rating action for the company was on December 8, 2011,
when Moody's placed NGPL under review for possible downgrade.

NGPL PipeCo LLC is a holding company for Natural Gas Pipeline
Company of America and other interstate natural gas pipeline
assets. NGPL is 80% owned by Myria Acquisition LLC and 20% owned
and operated by Kinder Morgan Kansas, Inc., based in Houston
Texas.


NISKA GAS: S&P Cuts Corp. Credit Rating to 'BB-' on Weak Metrics
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Alberta-based Niska Gas Storage Partners LLC to
'BB-' from 'BB'. At the same time, Standard & Poor's lowered its
senior secured debt rating on the company to 'BB+' from 'BBB-',
and its senior unsecured debt rating on Niska to 'B+' from 'BB-'.
The '1' recovery rating on the senior secured debt and '5'
recovery rating on the senior unsecured debt are unchanged. The
outlook is stable.

"The downgrade reflects our assessment of weak natural gas prices
and narrow seasonal spreads, which have significantly affected the
company's profitability," said Standard & Poor's credit analyst
Michelle Dathorne. "Combined with Niska's already high degree of
leverage, we believe the weakened forecast financial metrics are
not suitable for the 'BB' rating," Ms. Dathorne added.

"The ratings reflect Standard & Poor's assessment of the company's
leveraged balance sheet, exposure to contract renewal risk and
market pricing risk, the potential large working-capital and
liquidity requirements of its optimization program, and Niska's
master limited partnership (MLP) structure. In our view,
offsetting these weaknesses are the company's market leading
storage capacity in the Western Canadian Sedimentary Basin and
Northern California; consistent adherence to its target business
mix between long- and short-term contracts and optimization; and
strict adherence to its risk management policies, which has
resulted in a good track record of operational stability."

"Niska owns and operates the largest independent natural gas
storage business in North America. The company owned and operates
206 billion cubic feet (bcf) of total storage capacity as of March
31, 2012. Canadian assets include the AECO hub in Alberta, which
includes the Suffield (80 bcf) and Countess (70 bcf) facilities.
In the U.S., Niska also owns and operates the Wild Goose (50 bcf)
facility in northern California; the Salt Plains facility (13 bcf)
in Oklahoma, and 8.5 bcf of natural gas liquids capacity. It also
provides natural gas marketing services to the Oklahoma energy
market as a natural extension of its commercial storage activities
in the midcontinent region. The company has increased its gas
storage assets 8% in fiscal 2012, through additions of 2 bcf of
capacity at AECO and 15 bcf at Wild Goose in California set to
come in service in April 2012," S&P said.

"The stable outlook reflects Standard & Poor's view that the 'BB-'
rating adequately reflects the fair business risk profile and
aggressive financial risk profile. Seasonal natural gas spreads, a
key driver of profitability, have been what we consider weak, and
we forecast only modest improvements, which will constrain
financial flexibility. The company has eliminated distributions to
subordinated unitholders, and selling optimization inventory, both
of which have preserved cash Niska has used to reduce debt
outstanding. However, the decline in profitability has outstripped
the company's ability to compensate, leading to a sharp drop in
credit metrics. Our forecast of adjusted funds from operations-to-
debt in fiscal 2013 of about 9% and debt-to-EBITDA of about 6x is
indicative of this. We would view further deterioration of
financial metrics negatively, and should debt-to-EBITDA increase
above 6.5x, or funds from operations-to-debt drop below 7%, we
would look to lower the rating. An upgrade is unlikely during our
two-year outlook horizon, because we do not forecast material
improvements in the financial risk profile," S&P said.


NOBILITY HOMES: Receives NASDAQ Notice of Non-Compliance
--------------------------------------------------------
Nobility Homes, Inc. received letters from the staff of the
Listing Qualifications Department of The NASDAQ Stock Market LLC
stating that the Company is not in compliance with NASDAQ Listing
Rule 5250(c)(1) because the Company did not timely file its Form
10-Q reports for the periods ended Aug. 6, 2011 and Feb. 4, 2012
and Form 10-K for the year ended Nov. 5, 2011 with the Securities
and Exchange Commission.  As a result of these filing delays, the
Staff's letter indicated that trading in the Company's securities
would be suspended unless the Company timely requests a hearing
before a NASDAQ Listing Qualifications Panel and requests that the
Panel stay any suspension action pending the conclusion of the
hearing process.

Accordingly, the Company intends to timely request a hearing
before the Panel.  In connection with that request, the Company
will ask that the Panel extend the stay of the suspension action
until the conclusion of the hearing process.  Pursuant to the
NASDAQ Listing Rules, the Panel has the discretion to extend the
stay of the suspension action and to grant the Company continued
listing pending its return to compliance for a period of time not
to exceed Sept. 19, 2012.

The Company is reviewing its accounting treatment regarding
valuation of its inventory of pre-owned manufactured homes for
prior reporting periods with the staff of the SEC.  Until the SEC
staff has completed its review of the Company's accounting
treatment, the Company is unable to file the Form 10-Qs and Form
10-K.


NORTEL NETWORKS: Seeks Appointment of Neutral Mediator
------------------------------------------------------
BankruptcyData.com reports that Nortel Networks filed with the
U.S. Bankruptcy Court a motion for an order (I) appointing a
neutral mediator concerning the modification or termination of the
Nortel retiree welfare plans and the Nortel long-term disability
plans; (II) authorizing the Debtors to pay the costs of
engagement.

Nortel asserts, "While the Debtors remain willing to explore the
possibility of negotiating consensual termination of the benefit
plans before seeking more substantive relief from the Court, such
negotiations must proceed promptly and in earnest, rather than the
plodding pace seen to date."

The Court scheduled an April 18, 2012 hearing on the matter.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.


NORTEL NETWORKS: Seeks Mediator to Break Benefits Standoff
----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Nortel Networks
Inc. asked a Delaware bankruptcy judge on Wednesday to appoint a
mediator to help the defunct telecommunications company sort out a
graceful exit from its benefit obligations to retirees and
disabled employees.

In a motion filed with the court, the company complained that two
committees -- representing some 3,300 retirees and 240 disabled
employees -- are stalling in negotiations despite repeated
settlement offers, requiring a neutral mediator to step in, Law360
relates.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
fserve as monitor and foreign representative of the Canadian
Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel Networks divested off key assets while in Chapter 11.
Nortel has raised $3.2 billion by selling its operations as it
prepares to wind up a two-year liquidation due to insolvency.  In
June 2011, Nortel added US$4.5 billion to its cash pile after
agreeing to sell its remaining patent portfolio to Rockstar Bidco,
a consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.


NORTHERN BERKSHIRE: Taps Bulkley Richardson as Labor Counsel
------------------------------------------------------------
Northern Berkshire Healthcare, Inc., and its affiliates seek
permission from the Bankruptcy Court to employ Bulkley, Richardson
and Gelinas, LLP, as their special labor counsel nunc pro tunc to
Jan. 1, 2012.  BRG will provide legal services to the Debtors
related to labor and employment law, including their union labor
contracts, union and collective bargaining agreement related
disputes, cases at the Massachusetts Commission Against
Discrimination and the National Labor Relations Board, other
similar matters, and related labor and employment.

The principal attorneys presently designated to represent the
Debtors and their hourly rates are:

                 Name                Rate
         ---------------------     ---------
         Hamilton Doherty, Jr.     $335/hour
         Daniel J. Finnegan        $315/hour
         Jennifer K. Cannon        $240/hour

The Debtors will reimburse BRG for all other actual and necessary
expenses.

The Debtors assure the Court that BRG does not have an interest
adverse to them with regard to the Labor Matters.

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


NORTHERN BERKSHIRE: Taps Denterlein as Communications Consultant
----------------------------------------------------------------
Northern Berkshire Healthcare, Inc., and its affiliates seek
permission from the Bankruptcy Court to employ Denterlein
Worldwide, Inc., as their communications consultant.

The firm will, among other things, draft and distribute
communications to employees, patients, physicians, referral
sources, board members, volunteers, donors, and the media
regarding a wide array of activities and issues; respond to media
requests; and address questions and support the Debtors'
management in any aspect of strategic communications, marketing,
and outreach necessary to support business operations and patient
volume.

The Debtors began working with Denterlein prepetition to manage
their public relations and prepare for the impact of commencing
Chapter 11 cases and operating in Chapter 11.  Denterlein assisted
the Debtors in fashioning their messaging strategy for both their
employees and the community at large, whose continuing support is
critical for the Debtors' reorganization to succeed.

During the year immediately preceding the Petition Date, the
Debtors paid Denterlein amounts totaling $205,358.  Denterlein has
not received a retainer from the Debtors.

From the Petition Date to Aug. 31, 2011, the Debtors were
obligated to pay Denterlein a fixed monthly fee of $15,000 under
the Prior Letter Agreements.  From Sept. 1, 2011, going forward,
the Debtors will pay Denterlein a fixed monthly fee of $10,000 per
month.  In addition, the Debtors will reimburse Denterlein for all
reasonable expenses incurred by Denterlein in the performance of
its duties upon presentation of appropriate documentation for
expenses in excess of $50.  Those expenses include, but are not
limited to, printing, production, design, copying, travel,
parking, and delivery.

To the best of the Debtors' knowledge, Denterlein (a) is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by section 1107(b), and (b)
does not hold or represent an interest adverse to the Debtors'
estates.

                About Northern Berkshire Healthcare

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.


NORTHWESTERN STONE: Court OKs Deal for Cash Access for 6 Months
---------------------------------------------------------------
The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin has approved the stipulation dated
Dec. 5, 2011, authorizing Northwestern Stone, LLC's six month
continued use of the cash collateral pursuant to a new budget.

As reported by the Troubled Company Reporter on Jan. 10, 2012, the
Debtor sought Court approval of a stipulation it entered with The
McFarland State Bank.  The Debtor is indebted to MSB, and the
obligation is secured by substantial assets of the Debtor,
including cash proceeds of collateral. The Debtor would use the
cash collateral to fund its business operations.  Pursuant to the
agreement, MSB was granted a lien against all of the Debtor's
postpetition assets, however, MSB was not granted a security
interest or lien in any cause of action of the estate.

The Court has allowed the Debtor to use Cash Collateral pursuant
to the budget attached to the stipulation for order authorizing
continued use of Cash Collateral dated Dec. 5, 2011, for six
months from the date of the court order, which is Dec. 27, 2011.

A full-text copy of the stipulation and the budget is available
for free at:

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

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor disclosed $25,238,172 in
assets and $12,080,628 in liabilities as of the Chapter 11 filing.
Nicole I. Pellerin, Esq., and Timothy J. Peyton, Esq., at Kepler &
Peyton, in Madison, Wisconsin, serve as the Debtor's bankruptcy
counsel.  Grobe & Associates, LLP, serves as the Debtor's
accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop, Esq., and
Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison,
Wisconsin, represent the Committee as counsel.


NORTHWESTERN STONE: Asks for May 16 Extension for Schedules
-----------------------------------------------------------
Northwestern Stone, LLC, asks the Hon. Robert D. Martin of the
U.S. Bankruptcy Court for the Western District of Wisconsin to
further extend the Debtor's exclusive period for filing a Chapter
11 Plan until May 16, 2012.  The Debtor also asks the Court to
extend the deadline to obtain the acceptance of the plan until
July 16, 2012.

As reported by the Troubled Company Reporter on Nov. 4, 2011, the
Court previously extended the exclusive right of the Debtor to
file a plan and to solicit acceptances of a filed plan until
March 30, 2012, and May 29, 2012, respectively.

Timothy J. Peyton, Esq., at Kepler & Peyton, the attorney for the
Debtor, says that the complexities of this case justify an
extension of the Debtor's exclusive periods.  The Debtor's primary
assets include three quarries, machinery, equipment, vehicles,
inventory, and accounts receivable.  In order to reduce its
overall debt and propose a feasible Plan, the Debtor has
liquidated some of its assets and is contemplating the liquidation
additional assets.

According to Mr. Peyton, the Debtor has taken steps designed to
allow it to propose a feasible Plan.  "Those steps include the
entry of a Cash Collateral Agreement with McFarland State Bank.
That Cash Collateral Agreement requires the Debtor, the Bank and
creditor's committee to come up with a plan to liquidate one of
the Debtor's quarries, the quarry located in Middleton Wisconsin.
The Debtor has listed the quarry for sale with the Opitz Realty
Co.  The McFarland State Bank has agreed to extend the Cash
Collateral Agreement to at least September 30, 2012, so long as
the Debtor does not default on any of the conditions of the
Agreement and continues its efforts to sell the Middleton quarry.
In addition, the Debtor has sold its quarry located in
Springfield, Wisconsin for $4.2 million, has conducted a public
auction of certain excess machinery, equipment and vehicles
realizing $1,907,500, come to agreement with TCF Equipment Finance
Co, Inc., General Electric Capital Corp., and Milwaukee Mack
Leasing for adequate protection and purchase of essential
equipment.  The Debtor has also assumed essential leases and
entered into a lease with the American Transmission Company, LLC
and obtained a claims bar date," Mr. Peyton states.

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor disclosed $25,238,172 in
assets and $12,080,628 in liabilities as of the Chapter 11 filing.
Nicole I. Pellerin, Esq., and Timothy J. Peyton, Esq., at Kepler &
Peyton, in Madison, Wisconsin, serve as the Debtor's bankruptcy
counsel.  Grobe & Associates, LLP, serves as the Debtor's
accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop, Esq., and
Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison,
Wisconsin, represent the Committee as counsel.


NUTRA PHARMA: Has $10MM Equity Purchase Pact with Southridge
------------------------------------------------------------
Nutra Pharma Corp., on March 13, 2012, signed a $10,000,000
maximum commitment amount Equity Purchase Agreement with
Southridge Partners, II. LP.

The Agreement provides that the Company will sell to SPLP and SPLP
will purchase up to $10,000,000 of the Company's common stock
under specified terms in the Agreement.  The Agreement provides
that on any Put Date, the Company may exercise a Put by the
delivery of a Put Notice to SPLP.  The number of Put Shares that
SPLP will purchase will be determined by dividing the investment
amount specified in the Put Notice by the Purchase Price.  The
Investment amount identified in the Put Notice will not be greater
than the Maximum Put Amount, and, when taken together with any
prior Put Notices, will not exceed the Maximum Commitment of
$10,000,000.

On the Put Date, the Company will deliver to SPLP's brokerage
account estimated put shares equal to the investment amount
indicated in the Put Notice divided by the closing price on the
trading day immediately proceeding the Put Date, multiplied by
125%.  On the Trading Date immediately following delivery of the
Estimated Put Shares, SPLP will delivery payment by check or wire
transfer to the Company an amount equal to the part value of the
Estimated Put Shares.  In the event that, during a Valuation
Period, the Closing Price on any Trading Day falls more than 20%
below the average of closing trade prices for the five trading
days immediately preceding the date of the Company's Put Notice,
for each such Trading Day, the parties will have no right and will
be under no obligation to purchase and sell 1/5 of the investment
amount specified in the Put Notice, and the Investment Amount will
accordingly be deemed reduced by such amount.  The Put Shares are
contingent upon our filing of an S-1 Registration Statement with
the Securities Exchange Commission and it becoming effective.

As a condition of executing the Agreement by SPLP, the Company
will issue to SPLP a promissory note in the amount of $50,000 upon
the signing of the Agreement. The Note will be convertible at
SPLP's option into shares of the Company's common stock at a
conversion price equal to 70% of the average of the two lowest
Closing Prices for the five trading days immediately preceding a
conversion notice.  Additionally, the Company agrees to pay its
own expenses in connection with preparation of the Agreement and
performance of the Company's obligations under the Agreement, and
the Company will pay a $25,000 fee to SPLP in cash or the issuance
of an additional $25,000 in principal of the Note.

The Agreement is subject to various representations and warranties
by both parties to the Agreement.

A copy of the Equity Purchase Agreement is available for free at:

                        http://is.gd/Fkoa9t

                        About Nutra Pharma

Coral Springs, Florida-based Nutra Pharma Corp. is a holding
company that owns intellectual property and operations in the
biotechnology industry.  Nutra Pharma incorporated under the laws
of the state of California on Feb. 1, 2000, under the original
name of Exotic-Bird.com.

Through its wholly-owned subsidiaries, ReceptoPharm, Inc., and
Designer Diagnostics, Inc., the Company conducts drug discovery
research and development activities.  In October 2009, the Company
launched its first consumer product called Cobroxin, an over-the-
counter pain reliever designed to treat moderate to severe chronic
pain.  In May 2010, the Company launched its second consumer
product called Nyloxin, an over-the-counter pain reliever that is
a stronger version of Cobroxin and is designed to treat severe
chronic pain.

The Company reported a net loss of $1.9 million for the nine
months ended Sept. 30, 2011, compared with a net loss of $2.3
million for the same period of 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.5 million
in total assets, $3.9 million in total liabilities, and a
stockholders' deficit of $2.4 million.

Kingery & Crouse, P.A., in Tampa, Florida, expressed substantial
doubt about Nutra Pharma's ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has no cash as of Dec. 31, 2010, has
suffered recurring losses from operations and has ongoing
requirements for additional capital investment.


NUVILEX INC: Delays Form 10-Q for Jan. 31 Quarter
-------------------------------------------------
Nuvilex, Inc., was unable to file its quarterly report on Form
10-Q within the prescribed time period because the Company
recently changed auditors on Feb. 10, 2012.  Having joined a new
auditing firm, Nuvilex has had logistic and methodological issues
to address, Nuvilex has also been extensively immersed in
financing activities necessary toward moving the company forward,
and was as a result unable to provide its auditors with all of the
information necessary to enable the auditors to complete the
review for the quarter ended Jan. 31, 2012, prior to the March 16,
2012, deadline.

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc., Nuvilex, Inc. operates
independently and through wholly-owned subsidiaries.  The Company
is dedicated to bringing to market scientifically derived products
designed to improve the health and well-being of those who use
them.  The Company's current strategy is to focus on developing
and marketing products in the biotechnology arena it believes have
potential for long-term corporate growth.

The Company's balance sheet at Oct. 31, 2011, showed $1.7 million
in total assets, $3.5 million in total liabilities, $580,000 of
preferred stock, and a shareholders' deficit of $2.4 million.

M&K CPAS, PLLC, in Houston, Texas, expressed substantial doubt
about Nuvilex's ability to continue as a going concern, following
the Company's results for the fiscal year ended April 30, 2011.
The independent auditors noted that the Company has suffered
recurring losses from operations.


OASIS PETROLEUM: Moody's Puts CFR/PDR on Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service has placed Oasis Petroleum Inc.'s
Corporate Family Rating (CFR), Probability of Default Rating
(PDR), and senior note ratings on review for upgrade. Oasis is one
of a number of companies identified by Moody's as being well
positioned to benefit from sustained high oil prices.

Previously, in February 2012, Moody's changed Oasis Petroleum's
outlook to positive from stable and affirmed the company's B3
Corporate Family Rating (CFR), Caa1 senior unsecured note ratings,
and SGL-2 Speculative Grade Liquidity (SGL) rating

Ratings Rationale

With 95% of its production comprised of oil, Oasis is well-
positioned to enjoy robust cash flow generation for at least the
next few years based on Moody's expectation for a sustained high
oil price environment.

The review is expected to be concluded over the next three months.
Any change in ratings will likely be limited to a one notch
upgrade.

The principal methodology used in rating Oasis Petroleum Inc. 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.

Oasis Petroleum Inc. is an independent E&P company headquartered
in Houston, Texas.


OMPHALOS CORP: KCCW Accountancy Raises Going Concern Doubt
----------------------------------------------------------
Omphalos, Corp., filed its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2011.

KCCW Accountancy Corp., in Diamond Bar, California, expressed
substantial doubt about Omphalos, Corp.'s ability to continue as a
going concern.  The independent auditors noted that the Company
has net losses of $1.61 million and $802,200 during the years
ended Dec. 31, 2011, and 2010, respectively.

The Company reported a net loss of $1.6 million on $454,000 of
sales for 2011, compared with a net loss of $802,200 on $929,900
of sales for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.2 million
in total assets, $149,913 in total current liabilities, and
stockholders' equity of $2.0 million.

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

                       http://is.gd/nlR6YT

Based in Luchu Taoyuan County, Taiwan, Omphalos, Corp., through
its wholly-owned subsidiaries which serve as third-party
resellers, supplies a wide range of equipment and parts including
refurbished and modified reflow soldering ovens and automated
optical inspection machines for printed circuit board (PCB)
manufacturers in Taiwan and China.  Omphalos also provides after
sale services such as maintenance and repairs to its customers and
sells parts for the equipment.


OPTIMUMBANK HOLDINGS: Net Loss Down to $3.7 Million in 2011
-----------------------------------------------------------
OptimumBank Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $3.74 million on $6.42 million of total interest
income in 2011, compared with a net loss of $8.45 million on
$8.78 million of total interest income in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $154.47
million in total assets, $147.68 million in total liabilities and
$6.78 million in total stockholders' equity.

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

                        http://is.gd/EvzitU

                    About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

OptimumBank is currently operating under a Consent Order issued by
the Federal Deposit Insurance Corporation ("FDIC") and the State
of Florida Office of Financial ("OFR"), effective as of April 16,
2010.  As of Sept. 30, 2010, the Bank was considered
"undercapitalized" under these FDIC requirements.  As an
"undercapitalized" institution, the Bank is subject to
restrictions on capital distributions, payment of management fees,
asset growth and the acceptance, renewal or rollover of brokered
and high-rate deposits.  In addition, the Bank must obtain prior
approval of the FDIC prior to acquiring any interest in any
company or insured depository institution, establishing or
acquiring any additional branch office, or engaging in any new
line of business.

"The Bank [OptimumBank] has experienced recent and continuing
increases in nonperforming assets, declining net interest margin,
increases in provisions for loan losses, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital which raise substantial doubt about the Bank's
ability to continue as a going concern," the Company said in its
Form 10-Q for the quarter ended Sept. 30, 2010.

The Company's continuing high levels of nonperforming assets,
declining net interest margin, continuing high levels of
noninterest expenses related to the credit problems, and eroding
regulatory capital raise substantial doubt about the Company's
ability to continue as a going concern.

Moreover, as reported by the TCR on April 20, 2011, Hacker,
Johnson & Smith PA, in Fort Lauderdale, Florida, noted that the
Company's operating and capital requirements, along with recurring
losses raise substantial doubt about its ability to continue as a
going concern.

For 2011, Hacker Johnson did not include a "going concern"
qualification in its report on the Company's financial results.


ORCKIT COMMUNICATIONS: NASDAQ Grants Request for Continued Listing
------------------------------------------------------------------
Orckit Communications Ltd. disclosed that a NASDAQ Listing
Qualifications Panel has granted the Company's request for
continued listing and for a transfer of its listing to The NASDAQ
Capital Market.  Accordingly, the Company's ordinary shares will
begin trading on The NASDAQ Capital Market effective with the open
of business on Friday, March 30, 2012.  The transfer of the
Company's listing from The NASDAQ Global Market to The NASDAQ
Capital Market should have no impact on trading in the Company's
ordinary shares, and the Company's ordinary shares will continue
to trade under the symbol ORCT.  In addition, the transfer will
not impact the Company's listing on the Tel Aviv Stock Exchange.

The Company's continued listing on The NASDAQ Capital Market is
subject to certain conditions, including the Company's filing of a
Form 6-K with the Securities and Exchange Commission by June 27,
2012 indicating that the Company satisfies the applicable $2.5
million stockholders' equity requirement for continued listing on
the Capital Market, and the submission of financial projections
for the Panel's review evidencing the Company's ability to sustain
compliance with that requirement through the end of 2012.  The
Company also remains subject to a grace period through Aug. 13,
2012, by which date the Company must evidence compliance with
NASDAQ's minimum bid price requirement of $1.00 per share.  In the
event the Company does not regain compliance with the bid price
requirement by that date, it may be eligible for an additional
180-day compliance period, provided it meets all initial listing
criteria for the Capital Market, with the exception of the bid
price and market value of publicly held shares requirements.

The Panel's decision follows the Company's receipt of notice from
the NASDAQ Listing Qualifications Staff on Dec. 30, 2011
indicating that the Company's securities were subject to delisting
based upon the Company's non-compliance with the $10 million
stockholders' equity requirement for continued listing on The
NASDAQ Global Market.  In response, the Company requested a
hearing before the Panel, which was held in February 2012. While
the Company is diligently working toward achieving compliance with
all applicable listing requirements, there can be no assurance
that it will be able to do so by the Panel's June 27, 2012
deadline.


ORION ENERGY: Receives Approval From NYSE Amex on Compliance Plan
-----------------------------------------------------------------
Orion Energy Systems, Inc. has received a notice from NYSE Amex
LLC, indicating that the Company's plan of compliance was
accepted.  As the Company previously announced in a press release
on Feb. 14, 2012, the Company had received a notice from NYSE Amex
LLC, indicating that the Company was not in compliance with the
Exchange's continued listing criteria set forth in Sections 134
and 1101 of the NYSE Amex LLC Company Guide because it did not
timely file its Quarterly Report on Form 10-Q for its fiscal 2012
third quarter ended Dec. 31, 2011.

In order to maintain its Exchange listing, the Company was
afforded the opportunity to submit a plan of compliance to the
Exchange and on Feb. 15, 2012 presented its plan to the Exchange.
On March 26, 2012, the Exchange notified the Company that it
accepted the Company's plan of compliance and granted the Company
an extension until June 15, 2012 to regain compliance with the
continued listing standards.  The Company will be subject to
periodic review by Exchange Staff during the extension period.
Failure to make progress consistent with the plan or to regain
compliance with the continued listing standards by the end of the
extension period could result in the Company being delisted from
the NYSE Amex LLC.

Orion Energy Systems, Inc. -- http://www.oesx.com/-- is a leading
power technology enterprise that designs, manufactures and deploys
energy management systems -- consisting primarily of high-
performance, energy efficient lighting platforms, intelligent
wireless control systems and direct renewable solar technology for
commercial and industrial customers -- without compromising their
quantity or quality of light.


OSI RESTAURANT: Reports $89.9 Million Net Income in 2011
--------------------------------------------------------
OSI Restaurant Partners, LLC, filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $89.92 million on $3.84 billion of total revenues in
2011, compared with net income of $27.84 million on $3.62 billion
of total revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.56 billion
in total assets, $2.56 billion in total liabilities and a $3.89
million total deficit.

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

                        http://is.gd/ddoDKi

                       About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.


PACER MANAGEMENT: Wins Interim Court OK on Cash Use & DIP Loan
--------------------------------------------------------------
Pacer Management of Kentucky, LLC, and Pacer Health Management
Corporation of Kentucky sought and obtained an interim order:

     (a) authorizing the Debtors to use Cash Collateral,

     (b) granting adequate protection to the Debtor?s cash
         collateral creditors;

     (c) authorizing the Debtor to obtain secured, postpetition
         financing from Dr. Satyabrata Chatterjee and Dr. Ashwini
         Anand of up to $500,000, and

     (d) granting the Post-Petition Lenders a secured super-
         priority administrative expense claim.

The Debtors said they have a critical need for immediate financing
and cash collateral use.  Without the immediate availability of
the Post-Petition Financing and cash collateral, the continued
operation of the Debtors? business would not be possible, and
serious and irreparable harm to the Debtors and the Estates would
occur.

The Debtors said they are unable to obtain interim or permanent
financing from sources other than the Post-Petition Lenders on
terms more favorable than under the Loan Documents.  The Post-
Petition Financing will be used to meet the Debtors? post-petition
obligations, general and administrative operating expenses,
including wages, taxes and insurance and other expenses incurred
during the pendency of the bankruptcy case.

The Debtors also said their counsel has conditioned its employment
on approval of the DIP Loan and a carve-out to cover expected
legal fees and expenses.

The Court's Interim Order provides for the carved out of the cash
collateral of $40,000 for legal fees and expenses payable to
DelCotto Law Group PLLC, the Debtors' counsel, as well as for
accounting fees and fees payable to the United States Trustee.

Knox County, Kentucky, and the Knox County Hospital Board are
represented by:

          Kevin G. Henry, Esq.
          Douglas L. McSwain, Esq.
          STURGILL, TURNER, BARKER & MALONEY, PLLC
          333 West Vine St., Suite 1400
          Lexington, KY 40507
          Tel: (859) 255-8581
          Fax: (859) 231-0851
          E-mail: khenry@sturgillturner.com

Counsel for Dr. Chatterjee, the DIP lender, is:

          Ellen Arvin Kennedy, Esq.
          DINSMORE & SHOHL, LLP
          250 West Main St., Suite 1400
          Lexington, KY 40507
          Telephone: (859) 425-1000
          Facsimile: (859) 425-1099
          E-mail: EKennedy@dinslaw.com

Pacer Management of Kentucky, LLC, and Pacer Health Management
Corporation of Kentucky filed voluntary Chapter 11 petitions
(Bankr. E.D. Ky. Case Nos. 12-60410 and 12-60411) on March 27,
2012.  Cumberland-Pacer, LLC also filed for Chapter 11 (Bankr.
E.D. Ky. Case No. 12-60412) also filed a separate petition on the
same day.  Pacer Management estimated up to $50 million in assets
and debts.

The Debtors lease the assets and real property to operate the
hospital from Knox County, Kentucky and Knox Hospital Corporation.
According to court filings, the lessors in 2009 filed suit against
Pacer Health and others in the Knox Circuit Court alleging a
breach of the Lease Agreement but the suit was later resolved.
Under the deal, CP was substituted as lessee.

CP is a Kentucky limited liability company established by Dr.
Satyabrata Chatterjee and Dr. Ashwini Anand to purchase the stock
of Pacer Holdings of Kentucky, Inc., which owned 100% of the stock
of Pacer Health and 60% of the stock of Pacer Management.  CP,
which previously owned 40% of the stock of Pacer Management,
became the sole owner of Pacer Management following the
transaction.

In October 2011, the county notified CP it was in default under
the lease agreement.  The parties negotiated numerous extensions
of time to cure the alleged defaults, most recently until 12:01
a.m. on March 29, 2012.  Prior to expiration of the most recent
extension, the Lessors again filed suit in the Knox Circuit Court
on March 20, 2012 seeking to have the Lease Agreement terminated
and requesting entry of a restraining order against CP, PHM and
PM, among others.

On March 20, 2012, the Knox Circuit Court issued a restraining
order which precluded the Debtors from spending hospital funds
other than for ordinary operating expenses, among other things.

A March 22, 2012 report by The Associated Press said that county
officials and the hospital board have agreed to terminate the
facility's lease with the Debtors.  The group then agreed to sign
with another management company that will keep the hospital open
and prepare it to be sold, according to the report.

The Debtors filed for Chapter 11 protection to retain control of
the Hospital.  The Debtors said they seek to continue operating
the Hospital pursuant to the terms of the Lease Agreement and
preserve their option to purchase the Hospital.

Judge Joseph M. Scott, Jr. presides over the case.  Lawyers at
DelCotto Law Group PLLC, serve as the Debtors' counsel.  Craig
Morgan, the Debtors' CEO, has been appointed by the Court as the
individual responsible for performing the duties of the Company as
a Debtor in possession.  Mr. Morgan signed the bankruptcy
petitions.


PACER MANAGEMENT: Won't Object to Appointment of Ombudsman
----------------------------------------------------------
Pacer Management of Kentucky, LLC; Pacer Health Management
Corporation of Kentucky; and Cumberland-Pacer, LLC, informed the
Bankruptcy Court they have no objection to the appointment of a
patient care ombudsman in their jointly administered cases.

The Court has set a deadline for any party in interest to file a
Motion Not to Appoint Ombudsman.  The Motion is due April 10.

The Debtors are also seeking to transfer the venue of their case
to the Bankruptcy Court in Lexington.  The petitions were filed in
London, Kentucky Bankruptcy Court.

                       About Pacer Management

Pacer Management of Kentucky, LLC, and Pacer Health Management
Corporation of Kentucky filed voluntary Chapter 11 petitions
(Bankr. E.D. Ky. Case Nos. 12-60410 and 12-60411) on March 27,
2012.  Cumberland-Pacer, LLC also filed for Chapter 11 (Bankr.
E.D. Ky. Case No. 12-60412) also filed a separate petition on the
same day.  Pacer Management estimated up to $50 million in assets
and debts.

The Debtors lease the assets and real property to operate the
hospital from Knox County, Kentucky and Knox Hospital Corporation.
According to court filings, the lessors in 2009 filed suit against
Pacer Health and others in the Knox Circuit Court alleging a
breach of the Lease Agreement but the suit was later resolved.
Under the deal, CP was substituted as lessee.

CP is a Kentucky limited liability company established by Dr.
Satyabrata Chatterjee and Dr. Ashwini Anand to purchase the stock
of Pacer Holdings of Kentucky, Inc., which owned 100% of the stock
of Pacer Health and 60% of the stock of Pacer Management.  CP,
which previously owned 40% of the stock of Pacer Management,
became the sole owner of Pacer Management following the
transaction.

In October 2011, the county notified CP it was in default under
the lease agreement.  The parties negotiated numerous extensions
of time to cure the alleged defaults, most recently until 12:01
a.m. on March 29, 2012.  Prior to expiration of the most recent
extension, the Lessors again filed suit in the Knox Circuit Court
on March 20, 2012 seeking to have the Lease Agreement terminated
and requesting entry of a restraining order against CP, PHM and
PM, among others.

On March 20, 2012, the Knox Circuit Court issued a restraining
order which precluded the Debtors from spending hospital funds
other than for ordinary operating expenses, among other things.

A March 22, 2012 report by The Associated Press said that county
officials and the hospital board have agreed to terminate the
facility's lease with the Debtors.  The group then agreed to sign
with another management company that will keep the hospital open
and prepare it to be sold, according to the report.

The Debtors filed for Chapter 11 protection to retain control of
the Hospital.  The Debtors said they seek to continue operating
the Hospital pursuant to the terms of the Lease Agreement and
preserve their option to purchase the Hospital.

Judge Joseph M. Scott, Jr. presides over the case.  Lawyers at
DelCotto Law Group PLLC, serve as the Debtors' counsel.  Craig
Morgan, the Debtors' CEO, has been appointed by the Court as the
individual responsible for performing the duties of the Company as
a Debtor in possession.  Mr. Morgan signed the bankruptcy
petitions.

Knox County, Kentucky, and the Knox County Hospital Board are
represented by Sturgill, Turner, Barker & Maloney, PLLC.  Dr.
Satyabrata Chatterjee, one of the DIP lenders, is represented by
Dinsmore & Shohl, LLP.  Dr. Ashwini Anand has teamed up with Dr.
Chatterjee to provide the DIP loan.


PACER MANAGEMENT: Seeks Court OK to Hire DelCotto Law Group
-----------------------------------------------------------
Pacer Management of Kentucky, LLC, Cumberland-Pacer, LLC, and
Pacer Health Management Corporation of Kentucky seek permission
from the Bankruptcy Court to employ DelCotto Law Group PLLC as
their general bankruptcy counsel effective as of March 27, 2012.

The Debtors intend to retain special healthcare counsel and an
accountant by separate motion.

The Firm has received a retainer from a third party of $75,000 for
services and expenses rendered prepetition (including filing fees)
and holds the remaining balance of $46,332 in escrow.

According to papers filed by the Debtors, DLG wants court approval
of a lien in its favor against the pre-petition funds in its
escrow account to secure payment of fees and expenses approved in
the case.  The Firm has conditioned its engagement upon the
Court?s approval of an initial carve-out of $40,000, followed by
monthly carve-outs of $25,000 from post-petition loan proceeds.

The Firm seeks interim approval of their employment on behalf of
the Debtors in order to protect their right to payment from the
Retainer and the ?carve-out? payments deposited in the Firm?s
escrow account.  The Firm specifically requests that interim and
final approval of its right to be paid from escrowed funds be
enforceable and payable regardless of whether or not the Firm?s
employment is ultimately approved.

Dean A. Langdon, Esq., senior attorney with the Firm, attests that
attorneys at his Firm do not have any connection with the Debtors,
their creditors, any party in interest, or their respective
attorneys.  He said the Firm previously represented the
predecessor to the Debtors, Knox County Hospital Operation
Corporation, in connection with a previous Chapter 11 filing
(Bankr. E.D. Ky. Case No. 04-60083). The Firm closed such matter
on Dec. 14, 2006.  Additionally, the Firm represented Knox County
Hospital Operating Corporation f/k/a SE Health Inc. in connection
with preference claims arising from the Chapter 11 filing and
represented SE Health in matters regarding the wind down of its
business affairs.  These matters were closed by the Firm on Dec.
14, 2006 and March 14, 2011, respectively.  The Firm does not
believe that the previous representations present a conflict of
interest, and disclose them only out of an abundance of caution.

The Firm?s current rates range from $195 to $450 per hour for
attorneys and from $145 to $165 per hour for paralegals, which
rates are adjusted periodically.

                       About Pacer Management

Pacer Management of Kentucky, LLC, and Pacer Health Management
Corporation of Kentucky filed voluntary Chapter 11 petitions
(Bankr. E.D. Ky. Case Nos. 12-60410 and 12-60411) on March 27,
2012.  Cumberland-Pacer, LLC also filed for Chapter 11 (Bankr.
E.D. Ky. Case No. 12-60412) also filed a separate petition on the
same day.  Pacer Management estimated up to $50 million in assets
and debts.

The Debtors lease the assets and real property to operate the
hospital from Knox County, Kentucky and Knox Hospital Corporation.
According to court filings, the lessors in 2009 filed suit against
Pacer Health and others in the Knox Circuit Court alleging a
breach of the Lease Agreement but the suit was later resolved.
Under the deal, CP was substituted as lessee.

CP is a Kentucky limited liability company established by Dr.
Satyabrata Chatterjee and Dr. Ashwini Anand to purchase the stock
of Pacer Holdings of Kentucky, Inc., which owned 100% of the stock
of Pacer Health and 60% of the stock of Pacer Management.  CP,
which previously owned 40% of the stock of Pacer Management,
became the sole owner of Pacer Management following the
transaction.

In October 2011, the county notified CP it was in default under
the lease agreement.  The parties negotiated numerous extensions
of time to cure the alleged defaults, most recently until 12:01
a.m. on March 29, 2012.  Prior to expiration of the most recent
extension, the Lessors again filed suit in the Knox Circuit Court
on March 20, 2012 seeking to have the Lease Agreement terminated
and requesting entry of a restraining order against CP, PHM and
PM, among others.

On March 20, 2012, the Knox Circuit Court issued a restraining
order which precluded the Debtors from spending hospital funds
other than for ordinary operating expenses, among other things.

A March 22, 2012 report by The Associated Press said that county
officials and the hospital board have agreed to terminate the
facility's lease with the Debtors.  The group then agreed to sign
with another management company that will keep the hospital open
and prepare it to be sold, according to the report.

The Debtors filed for Chapter 11 protection to retain control of
the Hospital.  The Debtors said they seek to continue operating
the Hospital pursuant to the terms of the Lease Agreement and
preserve their option to purchase the Hospital.

Judge Joseph M. Scott, Jr. presides over the case.  Lawyers at
DelCotto Law Group PLLC, serve as the Debtors' counsel.  Craig
Morgan, the Debtors' CEO, has been appointed by the Court as the
individual responsible for performing the duties of the Company as
a Debtor in possession.  Mr. Morgan signed the bankruptcy
petitions.

Knox County, Kentucky, and the Knox County Hospital Board are
represented by Sturgill, Turner, Barker & Maloney, PLLC.  Dr.
Satyabrata Chatterjee, one of the DIP lenders, is represented by
Dinsmore & Shohl, LLP.  Dr. Ashwini Anand has teamed up with Dr.
Chatterjee to provide the DIP loan.


PDC ENERGY: Moody's Puts 'B2' CFR/PDR on Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service has placed PDC Energy's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
ratings on review for upgrade. PDC is one of a number of companies
identified by Moody's as being well positioned to benefit from
sustained high oil prices.

Previously, Moody's gave PDC Energy a 'B2' Long Term Corporate
Family Rating, a 'B2' Probability of Default Rating, and a 'B3'
Senior Unsecured Rating.

Ratings Rationale

With 37% of its fourth quarter 2011 production (pro forma for the
February 2012 Permian Basin asset sale) comprised of oil and
natural gas liquids, PDC is well-positioned to enjoy robust cash
flow generation for at least the next few years based on Moody's
expectation for a sustained high oil price environment.

The review is expected to be concluded over the next three months.
Any change in ratings will likely be limited to a one notch
upgrade.

PDC Energy is an independent exploration and production company
headquartered in Denver, CO.

The principal methodology used in rating PDC 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.


PENINSULA GAMING: S&P Affirms 'B+' Corp Credit Rating, Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Dubuque,
Iowa-based casino operator Peninsula Gaming LLC to positive from
negative. "We affirmed all ratings, including our 'B+' corporate
credit rating," S&P said.

"The outlook revision to positive from negative reflects solid
initial results at the company's recently opened property, the
Kansas Star, and our expectation for a continued strong ramp over
the next several months," said Standard & Poor's credit analyst
Ariel Silverberg. "We believe this, in conjunction with continued
modest EBITDA improvement at Peninsula's existing properties, will
propel sufficient EBITDA growth to meaningfully reduce leverage
over the next few quarters."

"We expect operating lease-adjusted leverage to track toward the
low-4x area by the end of 2012, which is good for the current
rating. On Dec. 31, 2011, credit measures were weak for the
rating, as operating lease-adjusted leverage was about 7.5x and
EBITDA coverage of interest was about 1.4x," S&P said.

"Our 'B+' corporate credit rating on Peninsula reflects our
assessment of the company's business risk profile as 'weak' and
our assessment of the company's financial risk profile as
'aggressive' according to our criteria," S&P said.

"The positive rating outlook reflects our expectation for credit
measures to improve meaningfully through 2012, with adjusted
leverage improving to the low-4x area and interest coverage
increasing to the mid-2x area, both of which would be strong for
the current rating. Given our assessment of Peninsula's business
risk profile as weak, we would consider raising the rating one
notch to 'BB-' if we believe the company would maintain adjusted
leverage in the low-4x area or below. We would consider an outlook
revision to stable, or lower ratings if the company sustained
adjusted leverage at 5.5x or above, potentially a result of a
slower-than-anticipated ramp-up of the Kansas Star in 2012, or an
increase in leverage related to an additional development
project," S&P said.


PERKINS & MARIE: New CEO Tapped to Lead Revamped Firm
-----------------------------------------------------
Dow Jones' DBR Small Cap reports that Perkins & Marie Callender's
LLC has named Jaffrey Warne to serve as its new chief executive,
about four months after the restaurant company emerged from
bankruptcy protection.

                     About Perkins & Marie

Based in Memphis, Tennessee, Perkins & Marie Callender's Inc., fka
The Restaurant Company, is the owner or franchiser of nearly 600
family-dining restaurants, the Perkins Restaurants and Marie
Callender's.  Perkins & Marie and several affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-11795) on
June 13, 2011.  Perkins & Marie disclosed $290 million in assets
and $441 million in debt as of the Chapter 11 filing.

Perkins & Marie's Joint Plan of Reorganization became effective
Nov. 30, 2011.  The Plan gave new stock to holders of senior
unsecured notes owed $204 million and to general unsecured
creditors owed between $20 million or $25 million.

Attorneys at Young, Conaway, Stargatt & Taylor, LLP; and Troutman
Sanders, LLP, represented the Debtors.  Whitby, Santarlasci &
Company was the financial advisor.  Omni Management Group, LLC was
the claims agent.

DIP lender Wells Fargo ws represented by lawyers at Paul,
Hastings, Janofsky & Walker LLP.  Ropes & Gray LLP represented the
Committee of Creditors.


PHILADELPHIA NEWSPAPERS: Investors Buy Newspaper for $55 Million
----------------------------------------------------------------
Mike Armstrong at Philly.com reports that Lewis Katz and George E.
Norcross III and four other local investors paid $55 million to
acquire the Inquirer, Philadelphia Daily News, and Philly.com from
the hedge funds and financial firms that had owned them since they
emerged from bankruptcy in 2010.

According to the report, the latest sale of the media properties
is their fourth in six years.

According to the report, the buyers purchased Philadelphia Media
Network for a fraction of the $515 million paid in 2006 by a
previous local investor group.

The report notes, despite the sale, PMN's challenges remain
substantial. Advertising revenues have fallen by 50% in six years.

The report notes the new owners also include philanthropist H.F.
"Gerry" Lenfest; Holtec International Corp. chief executive
officer Krishna P. "Kris" Singh; Liberty Property Trust CEO
William P. Hankowsky, 61; and Joseph Buckelew, chairman of Conner
Strong Buckelew, an insurance and employee-benefits firm based in
Marlton of which Norcross is executive chairman.

The report relates, as part of the sale that closed April 2, the
new owners intend to invest up to $10 million more for working
capital for operations of the Philadelphia region's two largest
daily newspapers and dominant regional website, which employ about
1,800 people.  Also, they expressed confidence in the viability of
the Daily News and that it could "return to its circulation
success," Mr. Norcross said, according to the report.  None of the
investors would be considered the majority owner, Mr. Norcross
added, but the group would not specify how much each invested.

The report says Messrs. Katz and Norcross will serve as managing
partners of Interstate General Media L.L.C., the new parent
company; Mr. Lenfest will serve as chairman of the board.  The
enterprise will continue to do business as Philadelphia Media
Network.  The new owners said they intend to retain PMN's current
management team, led by CEO Gregory J. Osberg.

According to the report, Mr. Osberg reminded that he expressed
similar hopes after hedge funds, led by Alden Global Capital and
Angelo, Gordon & Co., bought the company out of bankruptcy for
$139 million in 2010, Mr. Osberg agreed but said he'd spent about
half his 18 months on the job working on possible deals at their
behest.

The report notes Mr. Katz said the $55 million purchase price
is the same amount Walter Annenberg received when he sold The
Inquirer and Daily News to Knight Newspapers Inc. in 1969.

The report says the new owners will sign a pledge not to interfere
with the operations of PMN's three newsrooms.  The one-sentence
statement reads: "The editorial function of the business shall at
all times remain independent of the ownership and control of the
company, and no owner shall attempt to influence or interfere with
editorial policies or news decisions."  That pledge, which three
of the six owners signed Monday, was drafted largely by the
newsrooms' leaders: Inquirer editor Stan Wischnowski, Daily News
editor Larry Platt, and Philly.com editor Wendy Warren.  The other
three owners were not available Monday.

The report notes philanthropist Raymond G. Perelman, who at one
point complained about being excluded from participation, withdrew
from the group in mid-March.

                  About Philadelphia Newspapers

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owned
and operated numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications were
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No.
09-11204) on Feb. 22, 2008.  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  Philadelphia Newspapers estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

The Debtors proposed a plan of reorganization which would sell
substantially all of their assets at an auction.  The Philadelphia
Media Network, which was formed by the Debtors' secured lenders,
acquired the Philadelphia Inquirer, the Daily News and Philly.com
for $105 million in cash.  The Court approved the sale and
confirmed a revised plan at a hearing on Sept. 30.

Philadelphia Newspapers previously won confirmation of a plan
based on the sale of the business to the same group of lenders for
$139 million.  The sale failed to close because the buyers weren't
able to reach agreement on a new labor contract with the Teamsters
union.  After another auction on Sept. 23, the lenders again
emerged as the winning bidder but with a lower offer.

The Plan became effective and the sale closed on Oct. 8, 2010.


PHYSIOTHERAPY ASSOCIATES: S&P Assigns 'B' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned a 'B' corporate credit
rating on Exton, Penn.-based Physiotherapy Associates Inc.
Outlook is negative.

"At the same time, we issued issue-level ratings on the senior
secured facility of 'BB-' that includes a $100 million term loan
and a $25 million revolver," said Standard & Poor's credit analyst
Tahira Wright. "The recovery ratings on the credit facilities is
'1', indicating our expectation for very high (90%-100%) recovery
in the event of payment default. We also assigned an issue-level
rating of 'B-' on the $210 million senior unsecured notes. The
recovery rating on the unsecured notes is '5', indicating our
expectation for modest (10%-30%) recovery in the event of payment
default."

"The rating reflects Physiotherapy's 'vulnerable' business risk
profile, which incorporates its narrow operating focus as an
outpatient physical therapy provider, reimbursement risk, exposure
to economic cycles; and competition in a highly fragmented market.
The company's credit metrics are consistent with our criteria for
a 'highly leveraged' financial risk profile, characterized by
our expectation of possible large working capital swings and
adjusted debt to EBITDA well above 8x through 2012 (6.4x un-
adjusted). We expect mid-single-digit revenue growth and margins
to be maintained in 2012," S&P said.


PINNACLE AIRLINES: Wants to Continue L/C & Surety Bond Programs
---------------------------------------------------------------
Pinnacle Airlines Corp. and its subsidiaries ask the Court for
authority to maintain, continue and renew, in their sole
discretion, their Letter of Credit and Surety Bond Programs on an
uninterrupted basis and in accordance with the same practices and
procedures, including, but not limited to, the maintenance of cash
collateral, as were in effect before the Petition Date.  This
authority would include permitting the Debtors (i) to pay all
amounts arising under the Letter of Credit and Surety Bond
Programs due and payable after the Petition Date and (ii) to renew
or obtain new letters of credit and surety bonds as needed in the
ordinary course of business.

If the requested relief is not granted and the Letter of Credit
and Surety Bond Programs lapse or terminate, the Debtors?
operations could be severely affected, thereby endangering the
Debtors? successful reorganization and substantially harming all
creditors.

In the ordinary course of their businesses, the Debtors are
required to provide to third parties letters of credit and surety
bonds to secure the Debtors? payment or performance of certain
obligations, including obligations owed to municipalities,
obligations associated with foreign operations, contractual or
permit obligations, fuel and liquor taxes, airport obligations and
U.S. and Canadian customs requirements.  Failure to provide,
maintain or to timely replace these letters of credit and surety
bonds could jeopardize the Debtors? ability to conduct their
operations.

As of the Petition Date, the Debtors had roughly $7.9 million in
outstanding letters of credit.  All of these letters of credit are
collateralized by cash or U.S. Treasury securities.  Commission
and transaction fees are charged by the Providers, on a monthly,
quarterly or annual basis as a requirement for the issuance and
maintenance of these letters of credit. The amounts charged can be
on a percentage or flat fee basis, or a combination thereof.

As of the Petition Date, the Debtors have roughly $503,000 in
outstanding surety bonds, about half of which are collateralized
by letters of credit.  The premiums for most of the surety bonds
are determined annually and are paid by the Debtors at inception
and annually thereafter.  The Debtors? principal surety is Western
Surety.

Because the issuance of a surety bond shifts the risk of the
Debtors? non-performance or non-payment from the Debtors? obligee
to the surety, sureties cautiously screen bond applicants to
minimize their loss exposure. Despite this reallocation of
financial risk, a surety bond is not the equivalent of an
insurance policy.  Unlike an insurance policy, if a Provider
incurs a loss on a surety bond, it is entitled to recover the full
amount of that loss from the principal. This right to indemnity is
typically memorialized in an indemnity agreement between the
Provider and the principal, the execution of which is generally
required by the Provider as a precondition to the issuance of a
bond.  The Debtors are a party to a number of such indemnity
agreements.

Pursuant to the Indemnity Agreements, the Debtors have agreed to
indemnify certain parties from any loss, cost, damage or expense
they may incur by reason of their execution of any bonds on behalf
of Debtors.  By this Motion, the Debtors seek the authority, but
not the obligation, to honor those Indemnity Agreements.

Based on the current financial status of the Debtors, it is
unlikely that the Debtors will be able to renew or obtain
replacement letters of credit or surety bonds on an
unsecured basis and in some cases capacity may not be available
even on a secured basis.

In order to be able to give the financial assurances the Debtors
will be required to provide in order to continue their business
operations during the reorganization process, the Debtors must
maintain the existing Letter of Credit and Surety Bond Programs
and may need additional letter of credit and bonding capacity not
currently provided by the Letter of Credit and Surety Bond
Programs.

Accordingly, to operate their businesses, which require the Letter
of Credit and Surety Bond Programs, the Debtors will have to
either renew or replace their existing letters of credit and
surety bonds, and will most likely have to maintain collateral
arrangements similar to those currently in place.

                  About Pinnacle Airlines Corp.

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

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

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

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.


PINNACLE AIRLINES: Hiring Epiq as Claims and Noticing Agent
-----------------------------------------------------------
Pinnacle Airlines Corp. and its subsidiaries seek Bankruptcy Court
authority to employ Epiq Bankruptcy Solutions LLC 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
10,000 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.

The Debtors said they have obtained and reviewed engagement
proposals from at least two other court-approved claims and
noticing agents to ensure selection through a competitive process.

Prior to the Petition Date, the Debtors provided Epiq a $25,000
retainer.

Jennifer Meyerowitz, Vice President and Senior Consultant of Epiq
Bankruptcy Solutions LLC, attests that Epiq attests that it 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 Pinnacle Airlines Corp.

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

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  The petition was signed
by John Spanjers, executive vice president and chief operating
officer.

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

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.


PINNACLE AIRLINES: Wants Schedules Filing Deadline Moved to May 31
------------------------------------------------------------------
Pinnacle Airlines Corp. and its subsidiaries seek an extension of
the 14-day period to file their schedules of assets and
liabilities and statement of financial affairs for an additional
45 days, through May 31, 2012, without prejudice to the Debtors'
ability to request additional time should it become necessary and
(b) pursuant to Bankruptcy Rule 1007(a)(3), waive the requirement
to file a list of equity holders and, pursuant to Bankruptcy Rule
2002(d), the requirement to give notice of the order for relief to
all equity security holders of Pinnacle Airlines Corp.

Pursuant to 11 U.S.C. Section 521 and F.R.B.P. Rule 1007, the
Debtors are required to file their (a) schedules of assets and
liabilities, (b) schedules of current income and expenditures, (c)
schedules of executory contracts and unexpired leases and (d)
statements of financial affairs within 14 days after the Petition
Date.  Under Bankruptcy Rule 1007(a)(3), the Debtors are required
to file a list of equity security holders, including a list of
equity holders of Pinnacle Airline Corp. within 14 days after the
Petition Date.

On the Petition Date, the Debtors filed with the Court a list of
creditors holding the five largest secured claims against the
Debtors? estates on a consolidated basis and a list of creditors
holding the 50 largest unsecured claims against the Debtors?
estates on a consolidated basis.

Due to the complexity of their operations, and the numerous other
matters that the Debtors must attend to in connection with filing
these cases, the Debtors anticipate that they will be unable to
complete their Schedules in the 14 days.

To prepare their Schedules, the Debtors must compile information
from books, records and documents relating to potentially
thousands of claims, assets and contracts. This information is
voluminous and is located in numerous places throughout the
Debtors? organization. Collection of the necessary information
requires an enormous expenditure of time and effort on the part of
the Debtors and their employees.  Additionally, because all
invoices related to prepetition goods and services have not yet
been received and/or entered into the Debtors? accounting system,
it may be some time before the Debtors have access to all of the
required information to prepare the Schedules.

                  About Pinnacle Airlines Corp.

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

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

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

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.


PINNACLE AIRLINES: USW to Demand Accountability in Restructuring
----------------------------------------------------------------
The United Steelworkers said that the union will continue its
active engagement with Pinnacle Airlines Corp. in light of the
company's federal bankruptcy filing and work to ensure that the
union-represented employees retain a voice in their future with
the company.

Pinnacle announced yesterday that the company would be seeking
Chapter 11 bankruptcy protection while the company implements a
number of cost-cutting measures and secures financing to help
cover operating expenses aimed to keep the company afloat,
including a $74.3 million loan from Delta, subject to court
approval.

USW International President Leo W. Gerard said that the union's
experience in negotiating labor contracts with financially
distressed employers in a wide variety of industries and sectors
will benefit both the company and over 2,600 union-represented
flight attendants and ground crew personnel who have already been
asked by Pinnacle to accept wage and benefit cuts.

"With the company giving hundreds of thousands of dollars in
raises to its top two executives on the eve of seeking bankruptcy
protection, management's call for other workers to accept cutbacks
rings hollow," Gerard said.  "In fairness, Pinnacle cannot expect
our members to sacrifice without a commitment from top management
to do the same."

Gerard said that the USW has dedicated attorneys to the Pinnacle
bankruptcy and will maintain a presence at any hearings in the
case, including one set for today, and will also seek a position
on the Pinnacle creditors' committee.

USW International Vice President Carol Landry said that the union
needs to challenge the company for rewarding its top managers with
hundreds of thousands in pay increases while at the same time
threatening to eliminate USW members' jobs and demanding
concessions.

"The men and women whose professionalism, experience and talent
keep Pinnacle airplanes in the air and passengers safe will
continue to do everything they can to support the company's
restructuring and protect their jobs," Landry said, "but they
shouldn't be expected to finance raises for executives.  In
addition, Pinnacle's workers, who are being asked to invest in
Pinnacle's future, should be provided a means of sharing in any
future improvements."

USW District 9 Director Daniel Flippo said that restoring Pinnacle
to a position of financial stability and strength will require a
concerted effort by management and workers.

"Our brothers and sisters at Pinnacle and its subsidiaries must
remain strong in their solidarity and determination throughout the
coming weeks and months," Flippo said. "Our unity is our best hope
to survive the restructuring process with our jobs, pay and
benefits intact."

The USW represents about 850,000 working men and women in the
United States and Canada in a wide variety of industries, ranging
from glass making to mining, paper, steel, tire and rubber and
other manufacturing environments to the public sector, service and
health care industries.

                  About Pinnacle Airlines Corp.

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

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer
& Feld LLP serve as the Debtors' counsel.  Barclays Capital and
Seabury Group LLC serve as the Debtors' financial advisors.  Epiq
Systems - Bankruptcy Solutions serves as the claims and noticing
agent.  The petition was signed by John Spanjers, executive vice
president and chief operating officer.

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


PMI GROUP: Plan Exclusivity Period Extended to May 21
-----------------------------------------------------
BankruptcyData.com reports that PMI Group filed with the U.S.
Bankruptcy Court a motion for an order extending the exclusive
period during which the Company can file a Chapter 11 plan and
solicit acceptances thereof through and including May 21, 2012 and
July 20, 2012, respectively.

The Court scheduled an April 11, 2012 hearing on the matter.

                           About PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.


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

Moody's current ratings on ProAssurance Corporation are:

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

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

Rating Rationale

Moody's A3 insurance financial strength ratings on the
ProAssurance Insurance Companies (PRA Group), and Baa3 senior
unsecured debt rating of ProAssurance Corporation (ProAssurance;
NYSE: PRA) are based primarily on the company's established track
record and solid competitive market position as a specialist
underwriter of medical professional liability (MPL) insurance in
the USA. Other strengths include overall strong financial
fundamentals - reflecting its very high quality investment
portfolio, its strong operating profitability and claim handling
discipline, its modest underwriting and operational leverage
profile and sound reserve position, as well as its a modest level
of financial leverage. These strengths are tempered primarily by
the company's well above-average product risk and lack of product
diversification as a mono-line business profile in a sector of the
property-casualty insurance marketplace that - despite
particularly strong performance in recent years - has over time
exhibited one of the highest levels of volatility in underwriting
results and liability claim trends among all lines of insurance.
PRA Group has expanded its operations geographically through a
series of mergers and acquisitions, which involves execution and
integration risks, but appears to have been well managed over
time. While the Company now has business in 49 states and DC, its
premiums remain somewhat concentrated in several states. In
Moody's view, these risk factors temper Moody's view of the
company's generally very conservative financial profile, which
Moody's sees as providing an important buffer to the intrinsically
high volatility and risk profile of the sector.

ProAssurance Corporation, through its subsidiaries, provides
professional liability insurance products primarily to physicians,
dentists, other healthcare providers, and healthcare facilities in
the United States. It also engages in the legal professional
liability business. The company markets its products through both
direct marketing and specialized independent agents. ProAssurance
Corporation was founded in 1976 and is based in Birmingham,
Alabama. The group has expanded since the mid-1990s though the
consolidation of more than twenty other MPL insurers, particularly
in the eastern and central states.

Rating Outlook

The outlook for ProAssurance's ratings is stable.

What to watch for:

- Potential for further growth through acquisitions;

- Combined ratio trend in coming 1-2 years

- Share repurchase activity

What Could Change the Rating - Up

The following could lead to a ratings upgrade:

- Continued strength of MPL franchise through the underwriting
   cycle;

- Sustained modest financial leverage profile (e.g. below 15%),
   combined with very strong capital adequacy (e.g. GUL at 1.5x
   or below) and solid reserve position;

- Sustained interest and shareholder dividend coverage in excess
   of 8x;

- Absence of adverse reserve development (i.e. consistently 0%
   or better) through the underwriting cycle.

What Could Change the Rating - Down

The following could lead to a ratings downgrade:

- Material negative developments in the medical professional
   liability environment or legislation that could reduce
   franchise strength and/or elevate operational risk;

- Combined ratios at 110% or above;

- Sustained adjusted financial leverage in excess of 25%,
   together with interest and preferred dividend earnings and
   cash-flow coverage below 6x and 4x, respectively;

- Annual adverse reserve development in excess of 3% of total
   reserves;

- Gross underwriting leverage at 3x or greater, or weakening of
   risk-adjusted capital measures to A-level or below.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Property and Casualty Insurers published in
May 2010.


PROVIDENT COMMUNITY: Posts $190,000 Net Loss in 2011
----------------------------------------------------
Provident Community Bancshares, Inc., reported a net loss of
$190,000 on net interest income of $8.5 million for 2011, compared
with a net loss of $13.8 million on net interest income of
$8.4 million for 2010.  Total non-interest income was $3.3 million
for 2011, as compared to $3.5 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$376.6 million in total assets, $364.2 million in total
liabilities, and stockholders' equity of $12.5 million.

On Dec. 21, 2010, Provident Community Bank, N.A. entered into a
stipulation and consent to the issuance of a consent order with
the Office of the Comptroller of the Currency.

At Dec. 31, 2011, the Bank met each of the capital requirements
required by regulations, but was not in compliance with the
capital requirements imposed by the OCC in its Consent order.

The Bank is required by the consent order to maintain Tier 1
capital at least equal to 8% of adjusted total assets and total
capital of at least 12% of risk-weighted assets.  However, so long
as the Bank is subject to the enforcement action executed with the
OCC on Dec. 21, 2010, it will not be deemed to be well-capitalized
even if it maintains the minimum capital ratios to be well-
capitalized.  At Dec. 31, 2011, the Bank did not meet the higher
capital requirements required by the consent order and is
evaluating alternatives to increase capital.

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

                       http://is.gd/XKfn8b

Rock Hill, South Carolina-based Provident Community Bancshares,
Inc., is the bank holding company for Provident Community Bank,
N.A. (the "Bank").  Provident Community Bancshares has no material
assets or liabilities other than its investment in the Bank.
Provident Community Bancshares' business activity primarily
consists of directing the activities of the Bank.

The Bank's operations are conducted through its main office in
Rock Hill, South Carolina and seven full-service banking centers,
all of which are located in the upstate area of South Carolina.
The Bank is regulated by the Office of the Comptroller of the
Currency (the "OCC"), is a member of the Federal Home Loan Bank of
Atlanta (the "FHLB") and its deposits are insured up to applicable
limits by the Federal Deposit Insurance Corporation (the "FDIC").
Provident Community Bancshares is subject to regulation by the
Federal Reserve Board (the "FRB").


QUAD/GRAPHICS: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Sussex, Wisconsin-based printing company Quad/Graphics Inc. to
negative from stable. "We also affirmed our 'BB+' corporate credit
rating on the company," S&P said.

"In addition, we revised our recovery rating on Quad's senior
secured credit facilities to '3,' indicating our expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default, from '2' (70% to 90% recovery expectation). As
per our notching criteria for a '3' recovery rating, we also
lowered the issue-level rating on this debt to 'BB+' (at the same
level as the 'BB+' corporate credit rating on the company) from
'BBB-'. The recovery rating change reflects a revision of the
EBITDA multiple used to value the company in our hypothetical
default scenario, to 4.5x from 5.0x," S&P said.

"The outlook revision reflects the potential for a downgrade if
Quad's revenue continues to decline at a mid-single-digit rate and
we become convinced that EBITDA will meaningfully contract
further, or if we become convinced debt leverage will rise above
3x on a sustained basis," said Standard & Poor's credit analyst
Tulip Lim.

"The 'BB+' corporate credit rating reflects our expectation that
the company will continue to face negative structural trends and
economic pressures that business integration savings from its July
2010 acquisition of World Color Press Inc. will only partially
offset. We view Quad's business risk profile as 'fair,' based on
its size, operating efficiency, and profitability--notwithstanding
the difficult fundamentals in the printing industry, which include
keen competition, fragmentation, intense pricing pressures, and
significant revenue volatility over the economic cycle. We view
Quad's financial risk as 'intermediate,' based on its moderate
leverage," S&P said.

Quad is the second largest printer in the Western Hemisphere and
is roughly half the size of industry leader R.R. Donnelley & Sons
Co. Quad's print products are well diversified; however, the
majority of its businesses are facing unfavorable structural
changes as content and advertising dollars move to digital media.
In addition, the printing industry is fragmented and highly
competitive. Industry overcapacity has led to more competitive
pricing and has left the printing industry more vulnerable to
cyclical downturns.

"We expect Quad's revenue performance to reflect continued price
degradation and pressure on volumes, given the unfavorable secular
trends in books, magazines, retail inserts, and directories. In
our base-case scenario, we expect revenue to decline at a high-
single-digit percentage rate and that EBITDA (which is different
from management's calculation of EBITDA and does not include
certain add-backs) will decline at a mid-teens rate," S&P said.


QUANTUM CORP: Moody's Withdraws 'B2' Coporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Quantum
Corporation following repayment of its senior secured credit
facility with a combination of cash and refinancing proceeds from
a new 5-year credit agreement which is not rated by Moody's.
Ratings have been withdrawn given that the issuer has no rated
debt outstanding.

The following ratings and assessments were withdrawn:

Corporate Family Rating at B2

Probability of Default Rating at B2

$50 Million Senior Secured Revolver due July 2012 at Ba3
(LGD-2, 23%)

$49 Million (originally $400 Million) Senior Secured First Lien
Term Loan due July 2014 at Ba3 (LGD-2, 23%)

Outlook, changed to Withdrawn from Positive

The principal methodology used in this rating was the Global
Technology Hardware Methodology published in October 2010.

Quantum, headquartered in San Jose, California, is a leading
global data storage company offering a comprehensive range of
disk-based deduplication/replication, tape and software products
for backup, disaster recovery and archiving under the Quantum
brand name and the names of various original equipment
manufacturer (OEM) customers.


QUANTUM FUEL: Empery Asset Discloses 9.9% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Empery Asset Management, LP, and its
affiliates disclosed that, as of March 16, 2012, they beneficially
own 4,231,900 shares of common stock and warrants to purchase
6,776,000 shares of common stock of Quantum Fuel Systems
Technologies Worldwide, Inc., representing 9.9% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/iGSWMR

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel and its senior lender, WB QT, LLC, entered into a
Ninth Amendment to Credit Agreement and a Forbearance Agreement on
Jan. 3, 2011.  The Senior Lender agreed to provide the Company
with a $5.0 million non-revolving line of credit, which may be
drawn upon at any time prior to April 30, 2011.  Advances under
the New Line of Credit do not bear interest -- unless an event of
default occurs, in which case the interest rate would be 10% per
annum -- and mature on April 30, 2011.  The Senior Lender also
agreed to forbear from accelerating the maturity date for any
portion of the Senior Debt Amount and from exercising any of its
rights and remedies with respect to the Senior Debt Amount until
April 30, 2011.

The Company reported a net loss attributable to stockholders of
$11.03 million on $20.27 million of total revenue for the year
ended Apri1 30, 2011, compared with a net loss attributable to
stockholders of $46.29 million on $9.60 million of total revenue
during the prior year.

Quantum Fuel reported a net loss attributable to stockholders of
$38.49 million on $24.47 million of total revenue for the eight
months ended Dec. 31, 2011, compared with a net loss attributable
to stockholders of $6.52 million on $10.51 million of total
revenue for the same period a year ago.

The Company's balance sheet at July 31, 2011, showed
$74.15 million in total assets, $31.62 million in total
liabilities, and $42.53 million total stockholders' equity.

Ernst & Young LLP, in Orange County, California, noted that
Quantum Fuel's recurring losses and negative cash flows combined
with the Company's existing sources of liquidity and other
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

                       Possible Bankruptcy

The Company anticipates that it will need to raise a significant
amount of debt or equity capital in the near future in order to
repay certain obligations owed to the Company's senior secured
lender when they mature.  As of June 15, 2011, the total amount
owing to the Company's senior secured lender was approximately
$15.5 million, which includes approximately $12.5 million of
principal and interest due under three convertible promissory
notes that are scheduled to mature on Aug. 31, 2011, and a $3.0
million term note that is potentially payable in cash upon demand
beginning on Aug. 1, 2011, if the Company's stock is below $10.00
at the time demand for payment is made.  If the Company is unable
to raise sufficient capital to repay these obligations at maturity
and the Company is otherwise unable to extend the maturity dates
or refinance these obligations, the Company would be in default.
The Company said it cannot provide any assurances that it will be
able to raise the necessary amount of capital to repay these
obligations or that it will be able to extend the maturity dates
or otherwise refinance these obligations.  Upon a default, the
Company's senior secured lender would have the right to exercise
its rights and remedies to collect, which would include
foreclosing on the Company's assets.  Accordingly, a default would
have a material adverse effect on the Company's business and, if
the Company's senior secured lender exercises its rights and
remedies, the Company would likely be forced to seek bankruptcy
protection.


RADIO ONE: Reports $12.9 Million Consolidated Net Income in 2011
----------------------------------------------------------------
Radio One, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing consolidated
net income of $12.90 million on $364.61 million of net revenue in
2011, compared with a consolidated net loss of $26.62 million on
$279.72 million of net revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.48 billion
in total assets, $1.05 billion in total liabilities,
$20.34 million in redeemable non-controlling interests, and
$410.59 million in total equity.

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

                       http://is.gd/2HMT0V

                          About Radio One

Based in Washington, Radio One, Inc. (Nasdaq:  ROIAK and ROIA) --
http://www.radio-one.com/-- is a diversified media company that
primarily targets African-American and urban consumers.  The
Company is one of the nation's largest radio broadcasting
companies, currently owning 53 broadcast stations located in 16
urban markets in the United States.   Radio One operates
syndicated programming including the Russ Parr Morning Show, the
Yolanda Adams Morning Show, the Rickey Smiley Morning Show, CoCo
Brother Live, CoCo Brother's 'spirit" program, Bishop T.D. Jakes'
"Empowering Moments", the Reverend Al Sharpton Show, and the
Warren Ballentine Show.

The Company also owns a controlling interest in Reach Media, Inc.
-- http://www.blackamericaweb.com/-- owner of the Tom Joyner
Morning Show and other businesses associated with Tom Joyner.
Radio One owns Interactive One -- http://www.interactiveone.com/
-- an online platform serving the African-American community
through social content, news, information, and entertainment,
which operates a number of branded sites, including News One,
UrbanDaily, HelloBeautiful, Community Connect Inc. --
http://www.communityconnect.com/-- an online social networking
company, which operates a number of branded Web sites, including
BlackPlanet, MiGente, and Asian Avenue and an interest in TV One,
LLC -- http://www.tvoneonline.com/-- a cable/satellite network
programming primarily to African-Americans.

In its report dated Aug. 23, 2010, for the Company's fiscal 2009
financial statements, Ernst & Young LLP expressed substantial
doubt as to the Company's ability to continue as a going concern,
given certain covenant violations under the Company's loan
agreements which could have resulted in significant portions of
the Company's outstanding debt becoming callable by the Company's
lenders.  The Company noted that these violations were cured as a
part of certain refinancing transactions more fully described in
our Current Report on Form 8-K filed, Dec. 1, 2010.  Having cured
these violations, the Company's audited financial statements for
2010 have been prepared assuming that it will continue as a going
concern.

                          *     *     *

In the Dec. 10, 2010 edition of the TCR, Moody's confirmed the
Caa1 rating for Radio One, Inc.'s Corporate Family Rating and
confirmed its Caa2/LD Probability of Default Rating.  According to
Moody's, the Caa1 corporate family rating will reflect Radio One's
high pro forma debt-to-EBITDA leverage of approximately 8.0x
(incorporating Moody's standard adjustments) mitigated by improved
operating performance due to expected political advertising gains
in 4Q10 followed by double digit EBITDA gains in 1Q11 compared to
a weak 1Q10.  Despite expected growth in EBITDA and improving
debt-to-EBITDA leverage ratios, reported debt balances will remain
flat at approximately $655 million for the next 12 months due to
the anticipated funding of the TV One capital call as well as the
potential accretion of the PIK portion of the new 12.5%/15%
subordinated notes due 2016.

As reported by the Troubled Company Reporter on March 11, 2011,
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on U.S. radio broadcaster Radio One Inc.
to 'B-' from 'CCC+'.  The rating outlook is stable.  "The 'B-'
rating and stable outlook reflect S&P's view that the
proposed transaction will improve Radio One's financial
flexibility by eliminating near-term refinancing risk and
increasing headroom under financial covenants," said Standard &
Poor's credit analyst Michael Altberg.  "Going forward, S&P
believes the company's increased ownership in TV One LLC, a
growing African American-targeted cable TV network, provides
additional diversity to Radio One's business profile and access to
a more stable revenue stream."


REAL MEX: Completes Sale to Bondholders, Exits Chapter 11
---------------------------------------------------------
Real Mex Restaurants Inc. has closed its sale to a group of
bondholders and made its way out of Chapter 11.

                        About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


REAL MEX: S&P Withdraws 'D' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit rating on Cypress, Calif.-based Real Mex Restaurants Inc.
"We also withdrew our ratings on the company's debt. We understand
that the company is no longer operating under Chapter 11, which it
filed on Oct. 4, 2011," S&P said.


REDDY ICE: S&P Lowers Corp. Credit Rating to 'CC'; Outlook Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dallas-
based Reddy Ice Holdings Inc., including the corporate credit
rating to 'CC' from 'CCC+'. The outlook is negative. "At the same
time, Standard & Poor's lowered its issue-level rating on the
senior secured notes due 2015, issued by subsidiary Reddy Ice
Corp., to 'CC' from 'CCC+'. The recovery rating remains '4'
indicating our expectation for average (30%-50%) recovery in the
event of a payment default. We also lowered the issue ratings on
Reddy Ice Corp.'s 13.25% senior secured notes due 2015 and
Reddy Ice Holdings' 10.5% senior unsecured discount notes due 2012
to 'C' from 'CCC-'. The recovery ratings on these issues remain
'6' indicating our expectations for negligible (0%-10%) recovery
in the event of a payment default," S&P said.

"The downgrade follows Reddy Ice's filing with the SEC for a delay
in filing its Form 10-K annual report for the year ended Dec. 31,
2011, as well as news that the company is currently in active
discussions with various stakeholders regarding alternatives to
modify its capital structure and reduce its leverage. Reddy Ice
has indicated this could include a prepackaged bankruptcy, even
though it is currently in compliance with its credit agreement and
note indentures. Reddy Ice also announced that it had amended its
existing credit facility to eliminate the minimum liquidity
covenant through July 15, 2013, and permit the company to obtain
additional liquidity through a term loan of up to $10 million, but
no less than $8 million," S&P said.

"While there has been limited information available since its 2011
third quarter results, we now consider the company's liquidity to
be weak and its leverage to be high," said Standard & Poor's
credit analyst Jean Stout.

"If Reddy Ice files for bankruptcy or a similar action, including
the potential for a distressed debt exchange, or misses an
interest or principal payment, we will lower the corporate credit
and issue-level ratings to 'D'," S&P said.


REID PARK: Court Approves BeachFleischman as Accountant
-------------------------------------------------------
Reid Park Properties, LLC, sought and obtained permission from the
Bankruptcy Court to employ BeachFleischman, PC, as their certified
public accountant.

To the best of the Debtor's knowledge, the firm does not represent
any interests which are adverse to the estate and that the firm is
a "disinterested person" within the meaning of the Bankruptcy
Code.

                     About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


REID PARK: Wants to Expand Employment of Doris Parker
-----------------------------------------------------
Reid Park Properties, LLC, seeks permission from the Bankruptcy
Court to expand the scope of employment of Doris Parker of
Creative Hospitality Investment Consultants.  The Debtor
previously retained Ms. Parker as an expert witness on the issue
of management fees and now wishes to retain Ms. Parker as an
expert witness on the feasibility of the Debtor's Plan and other
confirmation issues at the confirmation hearing currently
scheduled for April 3 and 4, 2012.

                    About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


REID PARK: Plan Confirmation Hearings Begin
-------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved
Reid Park Properties, LLC's Fourth Amended Disclosure Statement.
The Debtor submitted to the Court the Fourth Amended Disclosure
Statement on Feb. 16, 2012,

As reported by the TCR on March 2, 2012, the Debtor's Plan is a
new value Plan which will require the infusion of monies into the
Reorganized Debtor through capital contributions made by a new
participating investor.  A portion of the new monies will be used
to make improvements and repairs to the the Doubletree Hotel
located in Tucson, Arizona, which will in turn allow the Debtor to
become more profitable and increase its competitive edge over
other properties in the area.  After the payment of certain
expenses made pursuant to the Plan, the Debtor will create a
capital reserve that will be held by the Debtor and used for
capital items, and improvements, including PIP improvements or
unexpected repairs at the hotel.  The Debtor will also fund a debt
service reserve to pay debt service.  Working capital will be
maintained by the Debtor.  These reserves will ensure that the
Reorganized Debtor is able to meet its obligations in the event of
a decrease in revenue.

The hearing to consider the confirmation of the Plan was scheduled
to start April 3, 2012, at 10:00 a.m. and continuing on April 4,
2012, at 10:00 a.m., if necessary, before the Honorable Eileen W.
Hollowell.

                   About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms. It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


RESPONSE BIOMEDICAL: Recurring Losses Cue Going Concern Doubt
-------------------------------------------------------------
Response Biomedical Corporation filed on March 29, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

Ernst & Young LLP, in Vancouver, Canada, expressed substantial
doubt about Response Biomedical's ability to continue as a going
concern.  The independent auditors noted of the Company's
recurring losses from operations.

The Company reported a net loss of C$5.4 million on C$9.0 million
of revenue for 2011, compared with a net loss of C$10.1 million on
C$6.8 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
C$20.9 million in total assets, C$15.9 million in total
liabilities, and stockholders' equity of C$5.0 million.

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

                       http://is.gd/oDhETR

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and markets rapid on-site diagnostic tests
for use with the Company's RAMP(R) platform for clinical and
environmental applications.


REXNORD LLC: S&P Raises Corp. Credit Rating to 'B+'; Off Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'B+' from 'B', on Rexnord LLC. At
the same time, the ratings came off CreditWatch, where they had
been placed them with positive implications on March 20, 2012.

"The upgrade reflects our expectation that credit measures will
improve due to anticipated debt repayment and a continuation of
good operating performance," said Standard & Poor's credit analyst
Dan Picciotto.

"The company has indicated that it would use a portion of proceeds
to redeem $300 million in subordinated notes, which will
accelerate credit measure improvement to levels consistent with
the current 'aggressive' financial risk profile designation. The
company's 'fair' business risk profile mitigates its 'aggressive'
financial risk profile," S&P said.

The outlook is stable. Standard & Poor's expects Rexnord to
improve its credit measures by increasing profits and by repaying
debt with IPO proceeds. This should result in metrics commensurate
with the 'B+' rating within the next year.


ROOMSTORE INC: Plans to Close Remaining Stores in Texas
-------------------------------------------------------
Dow Jones' DBR Small Cap reports that RoomStore Inc. wants to
launch a second round of store-closing sales, this time zeroing in
on its Dallas-area locations as it continues its campaign to trim
away the underperforming pockets of its business.

Maria Halkias at DallasNews, citing papers filed with the Court,
reports that RoomStore is planning to close the rest of its Texas
stores as it continues to restructure under Chapter 11 bankruptcy
protection.

The report relates the company asked for an auction to be held on
April 9.  It wants to sell all furniture inventory as well as
fixtures and equipment.  If the Texas exit is approved, the
RoomStore would be left with 27 stores: 10 each in Maryland and
Virginia , five in North Carolina and two in South Carolina.

The Company has already closed 15 stores in Texas as part of its
reorganization.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  The Company owns 65% of
Mattress Discounters Group LLC, which operates 83 mattress stores
(as of Aug. 31, 2011) in the states of Delaware, Maryland and
Virginia and in the District of Columbia.

RoomStore was founded in 1992 in Dallas, Texas, with four retail
furniture stores.  With more than $300 million in net sales for
its fiscal year ending 2010, RoomStore is one of the 30 largest
furniture retailers in the United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

Judge Douglas O. Tice, Jr., presides over the case.  Lawyers at
Lowenstein Sandler PC and Kaplan & Frank, PLC serve as the
Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as the
Debtor's financial advisors and consultants.

The Company's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROSETTA RESOURCES: Moody's Reviews 'B2' CFR/PDR for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed Rosetta Resources Inc.'s
Corporate Family Rating (CFR), Probability of Default Rating
(PDR), and senior note ratings on review for upgrade. Rosetta is
one of a number of companies identified by Moody's as being well
positioned to benefit from sustained high oil prices.

Moody's previously gave Rosetta Resources a 'B2' Longterm
Corporate Family Rating, a 'B2' Probability of Default Rating, and
a 'Caa1' Senior Unsecured (domestic currency) Rating.

Ratings Rationale

With 49% of its production comprised of oil and natural gas
liquids, Rosetta is well-positioned to enjoy robust cash flow
generation for at least the next few years based on Moody's
expectation for a sustained high oil price environment. In
addition, the review considers Rosetta's declining leverage,
inceasing scale, strengthening full cycle metrics, and more
established track record in the Eagle Ford.

The review is expected to be concluded over the next three months.
Any change in ratings will likely be limited to a two notch
upgrade.

The principal methodology used in rating Rosetta Resources Inc.
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.

Rosetta Resources Inc. is an independent exploration and
production company headquartered in Houston, TX.


RUBICON FINANCIAL: Weaver Martin Raises Going Concern Doubt
-----------------------------------------------------------
Rubicon Financial Incorporated reported a net loss of $2.0 million
on $15.3 million of revenue for 2011, compared with a net loss of
$1.7 million on $14.3 million of revenue for 2010.

Weaver Martin & Samyn, LLC, in Kansas City, Missouri, expressed
substantial doubt about Rubicon Financial's ability to continue as
a going concern.  The independent auditors noted that the Company
has suffered recurring losses and had negative cash flows from
operations.

The Company's balance sheet at Dec. 31, 2011, showed $5.1 million
in total assets, $4.8 million in total liabilities, and
stockholders' equity of $277,377.

A copy of the Form 10-K filed with the Securities and Exchange
Commission is available for free at:

                       http://is.gd/WpOAnS

Irvine, Calif.-based Rubicon Financial Incorporated is a financial
services holding company.  The Company operates primarily through
Newport Coast Securities, Inc., a fully-disclosed broker-dealer,
which does business as Newport Coast Asset Management as a
registered investment advisor and dual registrant with the
Securities and Exchange Commission and Newport Coast Securities
insurance general agency.


SAAB AUTOMOBILE: Ally Fin'l Gets Right to Sell 900 Cars in U.S.
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Ally Financial won
a bankruptcy court duel for the right to sell 950 Saabs, the last
of the distinguished line to arrive on U.S. shores.

As reported in the TCR early March, Ally argued at a court hearing
that SCNA guaranteed the debt of its parent, Saab Automobile AB,
and asked U.S. Bankruptcy Judge Christopher S. Sontchi to lift the
automatic stay in the case so it could liquidate the vehicles.
The cars have a book value of $32 million.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.


SANDRIDGE ENERGY: Moody's Reviews 'B2' CFR/PDR for Upgrade
----------------------------------------------------------
Moody's Investors Service placed SandRidge Energy Inc.'s B2
Corporate Family Rating (CFR), Probability of Default Rating
(PDR), and senior note ratings on review for upgrade. Moody's also
assigned a B3 rating to the company's new $750 million senior
notes. SandRidge is one of a number of companies identified by
Moody's as being well positioned to benefit from recent industry
technological advances and sustained high oil prices.

Ratings Rationale

Because of recent technological advances, SandRidge is expected to
show rapid reserve and production growth over the next few years,
primarily in their Horizontal Mississippian play in Oklahoma and
Kansas. With nearly 50% of its production comprised of oil and
natural gas liquids, SandRidge is well-positioned to enjoy robust
cash flow generation for at least the next few years based on
Moody's expectation for a sustained high oil price environment.
The recently announced acquisition of Dynamic Offshore Resources,
LLC (Dynamic) for $1.275 billion will add additional oil
production to their production stream.

Pro forma for the Dynamic acquisition, which be funded with $600
million of equity and the proceeds from the new $750 million of
notes, Moody's expects modest improvement in leverage metrics.
Debt to average daily production is expected to drop from $50,000
per Boe at year end 2011 to $44,000 per Boe while debt to proved
developed reserves remains flat at just under $14 per Boe.
Retained cash flow to debt and unleveraged cash margin should
improve slightly as well. However, Dynamic adds greater risk to
the company's reserve profile with its operations based in the
shallow waters of the Gulf of Mexico (GoM), a new core area of
operations for SandRidge. Operations in the GoM are considered
higher risk due to their capital intensity, shorter reserve life,
and greater exposure to weather-related risks such as Hurricanes.

After the new senior notes and the Dynamic acquisition close,
SandRidge will have good liquidity with an unused $1B credit
facility that was recently extended until March 2017. The company
appears to have plenty of cushion to be able to comply with its
covenants over the next 12 months.

The ratings review is expected to be concluded over the next three
months. Any change in ratings will likely be limited to one notch.

The principal methodology used in rating SandRidge Energy, Inc.
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.

SandRidge Energy, Inc. is a mid-sized independent oil and gas
exploration and production company headquartered in Oklahoma City,
Oklahoma. In 2011, SandRidge produced 23.4 million Boe and at year
end, the company had proved reserves of 471 million Boe.


SANDRIDGE ENERGY: S&P Raises Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
SandRidge Energy Inc.'s senior unsecured notes to '4' from '5',
indicating its expectation of average (30% to 50%) recovery in the
event of a default. "At the same time, we raised our ratings on
these notes to 'B' (the same as the corporate credit rating)
from 'B-'," S&P said.

"In addition, we assigned our 'B' issue rating to SandRidge's
planned $750 million senior unsecured note offering due 2022. The
recovery rating is '4'. The company expects to use proceeds from
the transaction primarily to fund the cash portion of its
acquisition of oil and gas producer Dynamic Offshore Resources
LLC. Following the announced note offering, we expect Sandridge to
have approximately $3.6 billion of funded debt outstanding," S&P
said.

"The recovery rating revision and ratings upgrade reflects recent
additions to Sandridge's oil and gas reserves achieved through
acquisitions and internal growth. The ratings on Oklahoma City-
based SandRidge Energy reflect our view of its 'highly leveraged'
financial risk and aggressive growth strategy, demonstrated by
capital spending well in excess of internally generated cash
flow, and by acquisitions. The ratings also reflect the company's
strategic shift to increase oil production from natural gas in
response to weak near-term natural gas prices and toward greater
geographic diversity," S&P said.

RATINGS LIST
SandRidge Energy Inc.
Corporate credit rating             B/Stable/--

                                     To            From
Ratings Revised; Upgraded
Senior unsecured debt               B             B-
   Recovery rating                   4             5

New Ratings
$750 mil sr unsecd nts due          B
  Recovery rating                    4


SEARCHMEDIA HOLDINGS: Linden Does Not Own Ordinary Shares
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Linden Capital LP and its affiliates
disclosed that, as of Feb. 23, 2012, they do not beneficially own
any ordinary shares of SearchMedia Holdings Limited.  A copy of
the filing is available for free at http://is.gd/Nq4e79

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring net losses from operations and has a working
capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SEARS HOLDINGS: Loses Marketing Chief as Exec Turnover Continues
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Sears Holdings
Corp. has lost another high level executive, this time the
marketing chief for its namesake stores.

                         About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'. "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011. We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'. The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai. She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SEARS HOLDINGS: Seeks Offers for Lands' End, Works to Raise Cash
----------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Sears Holdings
Corp. has been shopping its Lands' End clothing division to
private-equity firms, people familiar with the matter said, as the
retail giant aims to raise cash.

                      About Sears Holdings

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'. "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011. We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'. The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai. She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SEAHAWK DRILLING: Court Rejects Arena Offshore's Indemnity Claim
----------------------------------------------------------------
At the behest of the Seahawk Liquidating Trust, Bankruptcy Judge
Richard S. Schmidt rejected a contractual indemnity claim filed by
Arena Offshore LP and its insurer, St. Paul Surplus Lines
Insurance Company.  The judge said the indemnity agreement upon
which Arena Offshore bases its claim is void and unenforceable
pursuant to the Louisiana Oilfield Indemnity Act, La. R.S. 9:2780.
A copy of the Court's March 30, 2012 Memorandum Opinion and Order
is available at http://is.gd/Ztoa2tfrom Leagle.com.

                      About Seahawk Drilling

Houston, Texas-based Seahawk Drilling, Inc., engaged in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico.  It offered rigs and drilling crews on a day rate
contractual basis.  The Company and several affiliates filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No.
11-20089) on Feb. 11, 2011.  Berry D. Spears, Esq., and Jonathan
C. Bolton, Esq., at Fullbright & Jaworkski L.L.P., in Houston,
served as the Debtors' bankruptcy counsel.  Shelby A. Jordan,
Esq., and Nathaniel Peter Holzer, Esq. at Jordan, Hyden, Womble,
Culbreth & Holzer, P.C., in Corpus Christi, Texas, served as the
Debtors' co-counsel.  Alvarez and Marsal North America, LLC, acted
as the Debtors' restructuring advisor.  Simmons & Company
International served as the Debtors' transaction advisor.
Kurtzman Carson Consultants LLC served as the Debtors' claims
agent.  Judy A. Robbins, U.S. Trustee for Region 7, appointed
three creditors to serve on an Official Committee of Unsecured
Creditors.  Heller, Draper, Hayden, Patrick & Horn, L.L.C.,
represented the creditors committee.

In its amended schedules, Seahawk Drilling disclosed $208,190,199
in assets and $438,458,460 in liabilities as of the petition date.

Seahawk filed for Chapter 11 protection to complete the sale of
all assets to Hercules Offshore, Inc.  As reported by the Troubled
Company Reporter on April 11, 2011, the Bankruptcy Court approved
an Asset Purchase Agreement between Hercules Offshore and its
wholly owned subsidiary, SD Drilling LLC, and Seahawk Drilling,
pursuant to which Seahawk agreed to sell to Hercules, and Hercules
agreed to acquire from Seahawk, all 20 of Sellers' jackup rigs and
related assets, accounts receivable and cash and certain
liabilities of Sellers in a transaction pursuant to Section 363 of
the U.S. Bankruptcy Code.  The deal was valued at about $176
million when it received court approval.  The purchase price for
the acquisition was funded by the issuance of roughly 22.3 million
shares of Hercules Offshore common stock and cash consideration of
$25 million, which was used primarily to pay off Seahawk's DIP
loan.  The number of shares of Hercules Offshore common stock to
be issued was to be proportionally reduced at closing, based on a
fixed price of $3.36 per share, if the outstanding amount of the
DIP loan exceeds $25 million, with the total cash consideration
not to exceed $45 million.  The deal closed on April 27, 2011.


SENTINEL MANAGEMENT: Court Rules in SEC Suit Against Execs
----------------------------------------------------------
In the lawsuit, United States Securities and Exchange Commission,
v. Sentinel Management Group, Inc., Eric A. Bloom, and Charles K.
Mosley, No. 07 C 4684 (N.D. Ill.), District Judge Charles P.
Kocoras ruled on the SEC's motion for summary judgment against
Messrs. Bloom and Mosley; and Mr. Bloom's cross-motion for summary
judgment.  The SEC's motion for summary judgment against Mr. Bloom
is denied.  Mr. Bloom's cross-motion for summary judgment against
the SEC is also denied.  The SEC's motion for summary judgment
against Mr. Mosley is granted with respect to certain counts.  A
copy of the Court's March 30, 2012 Memorandum Opinion is available
at http://is.gd/VR0eqNfrom Leagle.com.

The SEC sued over the collapse of Sentinel Management Group, an
investment advisor registered with the SEC and a futures
commission merchant registered with the Commodity Futures Trading
Commission.  Mr. Bloom was the President and Chief Executive
Officer of Sentinel for nearly 20 years and controlled the
company's day-to-day operations.  Mr. Bloom also served as
Sentinel's Chief Compliance Officer from January 2006 through
August 2007 and was responsible for reviewing Sentinel's policies
to ensure its compliance with federal, state, and internal
regulations.  Mr. Mosley was Sentinel's Vice President, Head
Trader, and Portfolio Manager for about five years and was
responsible for supervising Sentinel's investing and trading
activities.

The SEC alleges Messrs. Bloom and Mosley, and Sentinel violated
various federal securities laws.


SHERIDAN INVESTMENT: Moody's Reviews 'B2' CFR for Upgrade
---------------------------------------------------------
Moody's Investors Service placed Sheridan Investment Partners I's,
Sheridan Production Partners Fund I-A's, and Sheridan Production
Partners Fund I-M's (collectively Sheridan) B2 Corporate Family
Ratings (CFR), B3 Probability of Default Ratings (PDR), and B2
senior secured debt ratings on review for upgrade. Sheridan is one
of a number of companies identified by Moody's as being well
positioned to benefit from sustained high oil prices.

Ratings Rationale

With nearly 50% of its production comprised of oil and natural gas
liquids, Sheridan is well-positioned to enjoy robust cash flow
generation for at least the next few years based on Moody's
expectation for a sustained high oil price environment. Based on
the asset base and the acquire and exploit strategy followed by
Sheridan, capital expenditure requirements are very modest, so
free cash flow before distributions is very high. With an
unleveraged cash margin of over $40 per Boe, Sheridan has the
ability to withstand significant price volatility and the
financial flexibility to reduce debt quickly by suspending
distributions to its owners.

The ratings review is expected to be concluded over the next three
months and will incorporate the impact of the most recent property
acquisitions and the placement of all of the equity commitments
for Fund I. Any change in ratings will likely be limited to one
notch.

The principal methodology used in rating Sheridan 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.

Sheridan is a small oil and gas property investment company
headquartered in Houston, Texas. The company acquires primarily
producing oil and gas properties, extending their life through
workovers, limited development drilling, and by implementing
operational efficiency programs. Daily production averages about
20 thousand Boe per day.


SIGNATURE GROUP: Shares of Stock Move to OTCQX
----------------------------------------------
Signature Group Holdings, Inc. disclosed that the shares of its
stock have moved to the top tier of the OTC Market, the OTCQX.  As
stated on the OTC Markets website, this tier of the OTC is
reserved for companies that meet the highest financial standards
and undergo a qualitative review.  Investor-focused companies use
the quality-controlled OTCQX platform to offer investors
transparent trading, superior information, and easy access through
their regulated U.S. broker-dealers.

Craig Noell, Chief Executive Officer, commented, "This move is the
culmination of our efforts to bring the Company current with its
periodic SEC reporting requirements.  Last week, Signature
completed a 21 month process of remediating the Company's SEC
reporting delinquencies with a timely filing of our annual report
on form 10k with the SEC. This is the first time the Company has
made a timely filing of this report since the filing of the 2005
10k. I am pleased with our efforts in these areas and our move to
the OTCQX."

B. Riley & Co., LLC will serve as Signature Group's Designated
Advisor for Disclosure ("DAD") on OTCQX.

                    About Signature Group

Signature Group Holdings, Inc. --
http://www.signaturegroupholdings.com/-- is a diversified
business and financial services enterprise with principal
activities in industrial distribution and special situations debt.
Signature has significant capital resources and is actively
seeking acquisitions as well as growth opportunities for its
existing businesses.  The Company was formerly a $9 billion in
assets industrial bank and financial services business that
reorganized during a two year bankruptcy period. The
reorganization provided for Signature to maintain Federal net
operating loss tax carryforwards in excess of $850 million.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represented the Debtor as counsel.
Kurtzman Carson Consultants LLC was the Debtor's noticing agent
and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represented the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.

Fremont General emerged from bankruptcy and filed Amended and
Restated Articles of Incorporation with the Secretary of State of
Nevada on June 11, 2010, which, among other things, changed the
Debtor's name to Signature Group Holdings, Inc.

Signature's plan of reorganization became effective on June 11,
2010.  The name change also took effect as of that date.


SKINNY NUTRITIONAL: Delays Form 10-K for 2011
---------------------------------------------
Skinny Nutritional Corp. filed a report with the U.S. Securities
and Exchange Commission for a 15-day extension for filing its
Annual Report on Form 10-K for the period ended Dec. 31, 2011.
The Company will not be in position to file its Form 10-K by the
prescribed filing date without unreasonable effort or expense due
to the delay it experienced in completing its financial statements
for the period ended Dec. 31, 2011.  This has resulted in a delay
by the Company in obtaining the completed audit of those financial
statements by its independent registered public accounting firm.
Therefore, the Company's management is unable to finalize the
financial statements and prepare its discussion and analysis in
sufficient time to file the Form 10-K by the prescribed filing
date.  The Company anticipates that it will file its Form 10-K no
later than fifteenth calendar day following the prescribed filing
date.

                      About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $6.91 million in 2010, compared
with a net loss of $7.30 million in 2009.  The Company also
reported a net loss of $5.86 million for the nine months ended
Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed $3.22
million in total assets, $3.58 million in total liabilities, all
current, and a $366,271 stockholders' deficit.

As reported by the TCR on April 25, 2011, Marcum, LLP, in Bala
Cynwyd, Pennsylvania, expressed substantial doubt about the
Company's ability to continue as a going concern, following the
2010 financial results.  The independent auditors noted that the
Company had a working capital deficiency of $3,517,280, an
accumulated deficit of $37,827,090, stockholders' deficit of
$2,658,043 and no cash on hand.  The Company had net losses of
$6,914,269 and $7,305,831 for the years ended Dec. 31, 2010 and
2009, respectively.  Additionally, the Company is currently in
arrears under its obligation for the purchase of trademarks.
Under the agreement, the seller of the trademarks may choose to
exercise their legal rights against the Company's assets, which
includes the trademarks.


SOLAR TRUST OF AMERICA: Files for Chapter 11 in Delaware
--------------------------------------------------------
Solar Trust of America LLC and its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-11136) on April 2,
2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

                   Previous Sale Process Fails

SMAG initiated insolvency proceedings in Germany in December.
Since that time, SMAG has been under control of a German
insolvency administrator, Voker Boehm.

The German Administrator arranged a sale of SEMAG's equity
interests in the Debtors to solarhybrid AG.  The sale was
scheduled to close mid-February 2012 but SHAG was unable to
consummate the sale due to its own deteriorating financing
condition.  SHAG attributed its woes to the recent decision by the
German government to reduce certain subsidies for solar energy
production.  SHAG sought insolvency protection in Germany in March
2012.

The Debtors said that, due to a lack of funding, their cash is
insufficient to cover major obligations, prompting the Chapter 11
filing.  The Debtors failed to pay the first two quarterly rent
payments due April 1, 2012, to the Bureau of Land Management.  The
Debtors are also required to post security postings in the first
week of April.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.

Judge Kevin Gross convened a hearing on the first day motions on
April 3.  The judge granted orders (i) authorizing payment of
employee wages, (ii) allowing access to DIP financing on an
interim basis, and (iii) barring utilities from discontinuing
service.


SOLYNDRA LLC: Requests More Time to File Chapter 11 Plan
--------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that Solyndra LLC on
Thursday asked a Delaware bankruptcy court for more time to file a
Chapter 11 reorganization plan because of its daunting $900
million debt and inability to find a turnkey buyer to take over
its assets.

                       About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Solyndra began piecemeal auctions of the assets
on Feb. 22, 2012.  It has auctioned non-core assets and obtained
$6.2 million.  Solyndra also took in $1.86 million from the sale
of miscellaneous equipment.

Solyndra LLC retained the exclusive right for filing a Chapter 11
plan until April 3.


SP NEWSPRINT: Creditors Seek to Probe Company Led By Brant
----------------------------------------------------------
Dow Jones' DBR Small Cap reports that SP Newsprint Holdings LLC's
unsecured creditors want court clearance to probe polo-playing
mogul Peter Brant's Brant Industries, which they say is closely
tied to both SP Newsprint and White Birch Paper Co.


                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SP NEWSPRINT: Creditors Seek Docs on Mgt Fees to Insider Co.
------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that SP Newsprint
Holdings LLC's unsecured creditors asked for court permission
Thursday to investigate $25 million of management fees and other
payments the company made before its bankruptcy to a separate firm
run by SP Newsprint insiders.

In a motion filed in Delaware bankruptcy court, the official
committee of unsecured creditors demanded documents and testimony
from Brant Industries Inc., which shares the same set of top
executives as SP Newsprint -- including CEO Peter M. Brant.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SPANISH BROADCASTING: Reports $23.7 Million Net Income in 2011
--------------------------------------------------------------
Spanish Broadcasting System, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
net income of $23.70 million on $140.98 million of net revenue in
2011, compared with net income of $15.04 million on $136.12
million of net revenue in 2010.

The Company reported net income of $6.15 million on $38.17 million
of net revenue for the three months ended Dec. 31, 2011, compared
with net income of $3.36 million on $34.88 million of net revenue
for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $501.51
million in total assets, $443.77 million in total liabilities,
$92.34 million in cumulative exchangeable redeemable preferred
stock and a $34.61 million total stockholders' deficit.

"We made significant progress during 2011 in executing our plan
and advancing our financial performance," commented Raul AlarcĒn,
Jr., Chairman and CEO.  "Our results reflect the improving
advertising climate and the strength of our diversified media
assets in reaching the fast-growing Hispanic audience.  We have
improved the cash generation of our business considerably through
a disciplined approach to cost management, even as we have
continued to strategically invest in building our brands,
expanding our content and supporting our digital platform.  Given
the positioning of our assets in the nation's largest Hispanic
markets and the ongoing robust growth of the Spanish speaking
population, we remain very optimistic about our long-term outlook
given the increasing need for advertisers to reach our audience."

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

                        http://is.gd/C16PsU

                     About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


SPECIALTY PRODUCTS: Mediation in Asbestos Dispute Fails
-------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Specialty Products
Holding Corp. told a Delaware bankruptcy judge Wednesday that
court-ordered mediation had failed to resolve disputes over the
creation of a trust to handle the company's massive asbestos
liability.

Law360 relates that Debtor attorney Gregory Gordon of Jones Day
said at a court hearing that the company and its parent, RPM
International Inc., could not reach a consensus with a committee
representing asbestos personal injury claimants on the overall
size of the company's liability and how to fund the trust.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.


SPRINGLEAF FINANCE: Hires Restructuring Lawyers
-----------------------------------------------
Springleaf Finance Corp., the subprime lender owned by Fortress
Investment Group, has hired restructuring lawyers as it struggles
to raise new funds and grapples with billions in debt coming due
later this year.

Fortress Investment Group's consumer lending unit, Springleaf
Financial Services
has hired law firm, Dewey & LeBouef, to restructure its business, a
person close
to the matter told Reuters.

Springleaf, previously owned by bailed-out insurer American
International Group, provides loans, retail financing and
other credit related products to customers.

                        About Springleaf Finance

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                            *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue 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.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported by the Troubled Company Reporter on Sept. 9, 2011,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
unsecured debt ratings on Springleaf Finance, Inc. (Springleaf)
and affiliates to 'CCC' from 'B-'.

The downgrade of Springleaf's IDR was driven by Fitch's continued
concerns regarding the company's lack of meaningful liquidity and
funding flexibility, as $2 billion of unsecured debt matures in
2012.  Minimal progress has been made in implementing a long-term
funding plan since the acquisition by Fortress Investment Group
LLC (Fortress) in November 2010; therefore, barring meaningful
access to the securitization market over the next several months,
Springleaf may have insufficient flexibility to address its near-
term debt maturities.


SPROUTS FARMERS: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings on the
Phoenix-based Sprouts Farmers Markets Holdings LLC, including the
'B+' corporate credit rating, and removed the ratings from
CreditWatch with negative implications. The outlook is stable.

"The recovery rating on the senior secured credit facility remains
at '4' and the senior secured issue-level issue-level rating
remains at 'B+', the same as the corporate credit rating. The '4'
recovery rating indicates our expectation of average (30% to 50%)
recovery of principal in the event of default. This action comes
as the company is in the process of adding $100 million of term
loan borrowings to fund its acquisition of Sunflower Farmers
Markets Inc.," S&P said

"We expect the acquisition and financing to close within the next
two months," said Standard & Poor's credit analyst Charles Pinson-
Rose. "However, if the transaction does not close for any reason,
we do not expect that to affect our ratings."

"The outlook is stable, reflecting our expectation that the
integration of the Sunflower stores will be successful and that
the company's operations will continue to benefit from healthy
sales growth from its store expansion strategy and good execution
of its merchandising strategy. Although we are forecasting
meaningful profit growth, we do not expect credit ratio
improvement such that we would consider a positive rating action.
Still, we would do so if leverage were in the low-4x area, which
would entail growth well beyond our base case, which could occur
in about two years with 60% EBITDA growth and $30 million debt
reduction. We do not view an upgrade as likely in the near term,"
S&P said.

"Conversely, we could lower the ratings if Sprouts is unable to
reduce debt leverage to the high-5x due to weaker-than-expected
operating performance from failed store expansion, competitive
pressure, or an inability to realize cost synergies. This would
occur if EBITDA only grew 15% in 2012," S&P said.


STANADYNE HOLDINGS: Widens Loss to $32.5 Million in 2011
--------------------------------------------------------
Stanadyne Holdings, Inc., reported a net loss of $32.50 million on
$245.76 million of net sales in 2011.  The Company previously
reported a net loss of $9.98 million on $250.59 million of net
sales in 2010, following a net loss of $23.70 million on $185.84
million of net sales in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $367.46
million in total assets, $414.10 million in total liabilities,
$686,000 in redeemable non-controlling interest, and a $47.32
million total stockholders' deficit.

A copy of the Form 10-K filed with the Securities and Exchange
Commission is available for free at:

                        http://is.gd/KagvF1

                      About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

                           *     *     *

In January 2011, Moody's Investors Service confirmed Stanadyne
Holdings, Inc.'s Caa1 Corporate Family Rating and revised the
rating outlook to stable.  The CFR confirmation reflects the
remediation of the Stanadyne's previous inability to file
financial statements in accordance with financial reporting
requirements contained in its debt agreements and expectations for
modest continued improvement in operating performance.  Improved
operations, largely the result of positive momentum in key end
markets and restructuring activities, have allowed Stanadyne to
maintain positive funds from operations despite increased cash
interest expense.  The company's $100 million 12% senior discount
notes began paying cash interest in February 2010.

In March 2012, Standard & Poor's Ratings Services revised its
long-term outlook to negative from stable on Windsor, Conn.-based
Stanadyne Corp. At the same time, Standard & Poor's affirmed its
ratings, including the 'CCC+' corporate credit rating, on
Stanadyne.

"The outlook revision reflects the risk that Stanadyne may not be
able to service debt obligations of its parent, Stanadyne Holdings
Inc. as early as August 2012," said Standard & Poor's credit
analyst Dan Picciotto.


STEEL DYNAMICS: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Pos
------------------------------------------------------------------
Standard & Poor's Ratings Services has revised its rating outlook
on Fort Wayne, Ind.-based Steel Dynamics Inc. to positive from
stable. "At the same time, we affirmed our ratings, including the
'BB+' corporate credit rating, on the company. The '3' recovery
rating, indicating our expectation of a meaningful (50% to 70%)
recovery in a default scenario, on the company's debt remains
unchanged," S&P said.

"The rating affirmation and outlook revision reflects the
company's improved operating performance and our assessment that
steel markets will slowly--and likely unevenly--improve during the
next couple of years," said Standard & Poor's credit analyst Marie
Shmaruk. "This assessment reflects our view that the general
economy will slowly expand over that time, but some key steel
sectors, notable commercial construction, will continue to lag. In
2011, EBITDA was about $825 million, debt to EBITDA 3x, and funds
from operations to total debt above 20%--levels we consider to be
in line with the rating."

"For 2012, we expect Steel Dynamic's performance to be consistent
with 2011, reflecting our expectation that choppy steel markets
will limit significant improvement in the near term. This should
result in EBITDA of around $800 million and operating cash flow of
$400 million to $500 million. The rating also reflects our
expectation that the company will repay at least a portion
of its $444 million of debt maturing in 2012 with excess balance
sheet cash, resulting in better credit metrics. We expect that,
even with modest debt retirement, debt to EBITDA should fall below
3x and FFO rise above 25%. We believe these levels would be good
for the current rating, and more in line with a higher rating,
given what we consider to be the company's 'satisfactory' business
risk profile. Therefore, an upgrade could result from combination
of continued strengthening of credit measures and demonstrated
management commitment to the higher rating," S&P said.

"The rating reflects our assessment of the company's business risk
profile as 'satisfactory' and financial risk profile as
'significant'. The company operates in the highly competitive,
volatile, and cyclical steel industry, which remains vulnerable to
economic weakness. It has traditionally spent heavily on
significant spending on capital projects and for potential
acquisitions and has a history of shareholder-friendly
initiatives. The ratings also reflect the company's low-cost
position, flexible operations, and product diversity," S&P said.

"The rating outlook is positive, reflecting our expectations that
Steel Dynamics operating performance will continue to improve as
steel industry conditions strengthen in tandem with the
improvement in the general economy. This should allow the company
to maintain debt to EBITDA below 3x and FFO to total debt around
30%," S&P said.

"We could raise the corporate credit rating to 'BBB-' if credit
metrics are sustained at these levels," Ms. Shmaruk continued. "An
upgrade would also be predicated on our expectation that
management will be committed to maintaining a financial policy in
line with an investment-grade rating and pursue any investments or
growth opportunities in a manner that would be consistent with
the higher rating. We would also expect that significant or
transformational investments or acquisitions would be partially
funded with equity and that, for any acquisitions for which the
company added debt, credit metrics will remain in a relatively
narrow range close to investment-grade levels until deleveraging
could occur."

"We could revise the outlook back to stable if the U.S. economic
recovery falters or steel industry conditions weaken due to
increased imports causing credit metrics to deteriorate from
current levels with leverage exceeding 3.5x on a sustained basis."


STERLING INFOSYSTEMS: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to New York City-based Sterling Infosystems Inc. The
outlook is stable.

"At the same time, we assigned our 'B' issue-level rating to the
company's senior secured credit facilities, which consist of a
$160 million first-lien term loan due 2018 and a $20 million
revolving credit facility due 2017. The recovery rating is '3',
which indicates our expectation for lenders to receive meaningful
(50% to 70%) recovery in the event of a payment default," S&P
said.

"The ratings on Sterling reflect Standard & Poor's business risk
profile assessment of 'vulnerable' and financial risk profile
assessment of 'aggressive,'" S&P said.

"On Feb. 1, 2012, Sterling completed the acquisition of Acxiom
Information Security Services Inc. a division of Acxiom Corp., for
about $74 million. According to Sterling's management, this merger
will create the second-largest employment and background screening
company worldwide. This acquisition provides Sterling with access
to an additional 3,000 customers," S&P said.

"Acquisitions will likely remain a priority over debt reduction or
dividends for the foreseeable future," said Standard & Poor's
credit analyst Linda Phelps.

"Pro forma for the acquisition, we calculate the ratio of adjusted
total debt to EBITDA at 4.5x, EBITDA coverage of interest at 3.1x,
and funds from operations (FFO) to total debt in the low double-
digits. We forecast the ratio of adjusted total debt to EBITDA
will decline to below 4x, EBITDA coverage of interest will
increase to the high-3x area, and FFO to total debt will increase
to the mid-teens by fiscal year-end 2012," S&P said.

"We believe meaningful credit ratio improvement would only be
temporary, given the company's aggressive growth strategy and the
involvement of a financial sponsor in the company's ownership
structure," said Ms. Phelps. "The company has acquired three
smaller companies in the employment and background screening
services industry in the past two years. Potential acquisitions
are plentiful."

"The stable outlook reflects our view that credit ratios will
gradually improve from profit growth, but will remain consistent
with an aggressive financial risk profile. It also reflects our
expectation that the company's business risk profile will remain
vulnerable, based on its narrow business focus in a highly
fragmented industry with intense pricing pressure and low customer
switching costs," S&P said.


STOCKTON, CA: Muni Insurers, Calpers Join Pre-Bankruptcy Talks
--------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that Wells
Fargo Bank NA, the California Public Employees' Retirement System
and 16 other creditors have agreed to try to help the financially
struggling Stockton, Calif., stave off bankruptcy, the city said
Wednesday.

Stockton, buckling under the weight of retiree health insurance
obligations, large bond sales, big labor contracts, loss of
revenue and poor financial practices, is taking advantage of a new
California law that lets municipalities in financial distress
confidentially mediate with creditors or "interested parties" with
$5 million or more in obligations or debt, Law360 relates.

As reported in the Troubled Company Reporter on March 14, 2012,
Stockton, California, was sued by the indenture trustee after
failing to make a payment of about $780,000 due Feb. 25 on $32.8
million in parking garage revenue bonds. The city council voted in
February to default on about $2 million in bond payments as a
prelude under state law for conducting workout negotiations with
bondholders.


STONE ENERGY: Moody's Reviews 'B3' CFR/PDR for Upgrade
------------------------------------------------------
Moody's Investors Service placed Stone Energy Corporation's
(Stone) B3 Corporate Family Rating (CFR), B3 Probability of
Default Rating (PDR), Caa1 senior unsecured note rating, and Caa2
subordinated note rating on review for possible upgrade. Stone is
one of a number of companies identified by Moody's as being well
positioned to benefit from recent industry technological advances
and sustained high oil prices.

Ratings Rationale

Stone's significant oil production (approximately 50% in the
fourth quarter of 2011) and its ability to sell oil at a premium
to WTI from its production facilities in the Gulf of Mexico will
produce strong cash flows and credit metrics over the next few
years.

Additionally, Stone with its substantial unconventional resource
exposure in the Marcellus Shale is positioned to take advantage of
the advanced horizontal drilling and hydraulic fracturing
technology and lower its finding and development costs, improve
risked return on investment, and enjoy significant reserve and
production growth.

The ratings review is expected to be concluded over the next three
months. Any change in ratings will likely be limited to a one
notch upgrade.

The principal methodology used in rating Stone 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.

Stone Energy Corporation, headquartered in Lafayette, Louisiana,
is an independent E&P company with primary properties located in
the conventional shelf of the GOM, the deep shelf of the GOM, the
deepwater of the GOM, and the Marcellus Shale in the Appalachia.


SWIFT ENERGY: Moody's Reviews 'B2' CFR/PDR for Upgrade
------------------------------------------------------
Moody's Investors Service placed Swift Energy Company's B2
Corporate Family Rating (CFR),its B2 Probability of Default Rating
(PDR), and B3 senior notes ratings on review for upgrade. Swift is
one of a number of companies identified by Moody's as being well
positioned to benefit from sustained high oil prices.

Ratings Rationale

With 50% of its production comprised of oil and natural gas
liquids, Swift is well-positioned to enjoy improved cash flow
generation for at least the next few years based on Moody's
expectation for a sustained high oil price environment. Moreover,
as Swift has reconfigured its development focus around the liquids
rich Eagle Ford shale and the Olmos formation in South Texas, it
has also generated a 2011 production increase of 26% to 28,800 boe
per day, and has guided a further increase to roughly 34,000 boe
per day of production for 2012. It's year-end proved reserves
increased 20% to 160 million boe, but remain weighted to natural
gas at 64% of the total.

The ratings review is expected to be concluded over the next three
months. Any change in ratings will likely be limited to one notch.

The principal methodology used in rating Swift 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.

Swift is a mid-sized independent E&P company headquartered in
Houston, Texas.


TEXAS STUDENT: S&P Lowers Rating on Series 2001A Bonds to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B' from 'BB-' on Texas Student Housing Corp. (TSHC), Texas'
series 2001A bonds, issued for the University of North Texas
Project in Denton. The outlook is stable.

"The lowered rating reflects our view that the project's cash
flows continue to weaken, leading to the project being unable to
achieve the covenanted 1.25x coverage or repayment of the
subordinate series 2001B bonds, which are not rated by Standard &
Poor's and are in default," said Standard & Poor's credit analyst
Bianca Gaytan-Burrell. "The weakened cash flows have also resulted
in continued draws on the debt service reserve fund, which is
expected to continue in 2012 and are not expected to be
replenished," Ms. Gaytan-Burrell added.

In addition, during the past two years, new housing complexes
opened proximal to the Denton campus, thus increasing competition
and potentially affecting future occupancy rates.


TRAILER BRIDGE: Terminates Registration of Company's Common Stock
-----------------------------------------------------------------
Trailer Bridge, Inc., has filed with the U.S. Securities and
Exchange Commission a Form 15 certification and notice of
termination of registration under Section 12(g) of the Securities
Exchange Act of 1934 or suspension of duty to file reports under
Sections 13 and 15(d) of the Securities Exchange Act of 1934.
Said certification/ notice covers the Company's Common Stock, par
value $0.01 per share.

A copy of the Form 15 is available for free at:

                       http://is.gd/toGpRt

                       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.

As reported in the TCR on March 30, 2012, Trailer Bridge Inc. has
emerged from Chapter 11 with Seacor Holdings as its new majority
owner.

Judge Jerry Funk in the U.S. Bankruptcy Court for the Middle
District of Florida in Jacksonville confirmed the company's
reorganization plan last week.  Under the terms of the plan,
Seacor and fellow bondholders Whippoorwill Associates and Edge
Asset Management get a $65 million debt instrument and 91% of a
reorganized Trailer Bridge.  Seacor, Whippoorwill and Edge
provided $31 million in exit financing, court papers said.

The reorganization plan also allows secured creditors to be paid
95% to 100% of their claims in cash while holders of common stock
get 9% of new stock.


TRAILER BRIDGE: Terminates Company's Stock Incentive Plan
---------------------------------------------------------
Trailer Bridge, Inc., filed a Post-Effective Amendment No. 1
relating to the Registration Statements on Form S-8 (Registration
Nos. 333-173319, 333-147672 and 333-88502) with respect to the
Company's Stock Incentive Plan and Non-Employee Director Stock
Incentive Plan.

Pursuant to the Company's Second Amended Plan of Reorganization
dated March 14, 2012, on the effective date of the Plan all shares
of the Company's common stock and all outstanding options and
warrants to purchase common stock will be canceled.  As a result,
the Company has terminated the Stock Incentive and Non-Employee
Director Stock Incentive Plans.  Accordingly, pursuant to the
Company's undertakings in Part II of the Registration Statements
to remove from registration, by means of a post-effective
amendment, any securities that had been registered for issuance
but remain unsold at the termination of the offering, the Company
hereby removes from registration all shares of common stock
registered but unsold under the Registration Statements as of
March 30, 2012.

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

                       http://is.gd/PYSjcS

                       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.

As reported in the TCR on March 30, 2012, Trailer Bridge Inc. has
emerged from Chapter 11 with Seacor Holdings as its new majority
owner.

Judge Jerry Funk in the U.S. Bankruptcy Court for the Middle
District of Florida in Jacksonville confirmed the company's
reorganization plan last week.  Under the terms of the plan,
Seacor and fellow bondholders Whippoorwill Associates and Edge
Asset Management get a $65 million debt instrument and 91% of a
reorganized Trailer Bridge.  Seacor, Whippoorwill and Edge
provided $31 million in exit financing, court papers said.

The reorganization plan also allows secured creditors to be paid
95% to 100% of their claims in cash while holders of common stock
get 9% of new stock.


TRIBUNE CO: DIRECTV Files Complaint With FCC
--------------------------------------------
With more than 5 million DIRECTV customers losing access to
Tribune Broadcasting Co's 23 local stations in 19 cities since
midnight Saturday, DIRECTV filed a complaint with the Federal
Communications Commission seeking an immediate intervention and
expedited ruling against Tribune for failing to negotiate in good
faith and bringing into question whether broadcast licenses have
been prematurely, and inappropriately, transferred to bankruptcy
creditors.

According to DIRECTV's press statement, in another case of runaway
Wall Street greed, some of America's wealthiest hedge funds and
investment banks, including Oaktree Partners, Angelo Gordon, JP
Morgan Chase, Bank of America and Citibank, forced Tribune's
senior management to renege on an agreement that would have kept
DIRECTV customers connected to their local programming.  Their
actions represent a brazen attempt to extract yet another bailout
on the backs of innocent viewers.

The complaint specifies Tribune's most senior executives
represented themselves as possessing authority to negotiate a
retransmission consent agreement and, in fact, achieved such an
agreement in principle with DIRECTV on March 29. However, late the
following day, Tribune executives rescinded the agreement,
acknowledging bankrupt Tribune's hedge fund and investment bank
creditors overruled senior management, exercising authority over
Tribune's broadcast licenses and operations the FCC has yet to
grant.

The full complaint can be found at http://www.directvpromise.com/

'Two days prior to expiration of the existing carriage
arrangement, the parties reached an agreement in principle for
continued carriage,' the complaint reads. 'The following day,
however, Tribune reneged on that agreement.  Tribune later
confirmed that its management had been overruled by the hedge fund
and investment bank creditors.

'DIRECTV negotiated with Tribune for months, only learning on the
very eve of expiration that it had never been dealing with anyone
who had the authority required under the [FCC] rules. Indeed,
DIRECTV still does not know with whom it should be speaking --
Tribune's CEO or its associated hedge funds and investment banks,'
the complaint continues.

After entering bankruptcy in December 2008, Tribune sought FCC
approval to transfer its broadcast licenses to a new entity that
will eventually emerge in Tribune's reorganization. Three of
Tribune's largest creditors -- JP Morgan Chase Bank; Angelo,
Gordon & Co. and Oaktree Partners -- will control 30 percent of
the voting and equity interests, Tribune explained. But the FCC
has yet to rule on those transfers.  That means those same hedge
funds and investment banks currently lack authority over Tribune
broadcast operations.

The result is millions of everyday viewers are forced to suffer
with the mess Tribune made of its operations leading into
bankruptcy, and to make matters worse, now allowing America's
wealthiest hedge funds and investment banks to take advantage of
innocent viewers.

              Tribune Remains Committed to Settlement

Tribune issued the statement regarding its negotiations with
DirecTV and the filing with the FCC:

"For months, Tribune and DirecTV have been negotiating a complex,
multi-year contract for the carriage of our local television
stations and WGN America.  The contract is complex, in part,
because it covers 23 local television stations with varying
programming in 19 different markets, large and small, as well as
our national cable network, WGN America.  Over the course of any
negotiation, parties may agree in principle on some terms and
disagree on others, but it takes closure on all terms by both
parties to reach an agreement.  We never reached agreement with
DirecTV on all the terms of the contract -- not in principle, not
by handshake and not on paper.  We didn't have an agreement on
Thursday, March 29, and we do not have an agreement now.

"Our most recent filing with the FCC regarding Tribune's
anticipated emergence from bankruptcy was merely to provide the
commission with data it would need to evaluate following
confirmation of a restructuring plan.  Our hope was to shorten the
time between confirmation of our plan and emergence from Chapter
11.  Any intimation that our broadcast licenses have been
prematurely transferred is simply false and misleading.

"Claims of 'bad faith' and 'outrageous conduct' are nothing more
than negotiating tactics in an attempt to unfairly disadvantage
Tribune from receiving fair market compensation from DirecTV for
carriage of Tribune's local television stations and WGN America.
Tribune seeks an agreement with DirecTV that is similar to those
DirecTV already has in place with hundreds of other content
providers.

"Finally, Tribune management, with the full support of its Board
of Directors, remains firmly committed to an expeditious
negotiation with DirecTV for the carriage of our local stations
and WGN America in order to continue our long-standing history of
public service."

                          About DIRECTV

DIRECTV DTV is a provider of digital television entertainment
services delivering a premium video experience through state-of-
the-art technology, unmatched programming and industry leading
customer service to 32 million customers in the U.S. and Latin
America.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Removal Period Extended to June 30
----------------------------------------------
Bankruptcy Judge Kevin Carey extended to June 30, 2012, Tribune
Co. and its affiliates' time to file notices of removal of claims
and causes of action relating to the Chapter 11 cases.  The Court
entered the order after a certification of no objection was
served.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes TRIBUNE BANKRUPTCY
NEWS.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Accord With Maryland Comptroller Approved
-----------------------------------------------------
Tribune Co. affiliates Baltimore Sun Company and Los Angeles Times
International, Ltd., won bankruptcy court permission to enter into
a settlement agreement with the Maryland Comptroller of the
Treasury to resolve disputes concerning corporate income taxes
that the Comptroller asserts the Debtors owe for the 2000 to 2007
tax years.

The Comptroller is deemed to have withdrawn a notice of final
determination of tax liabilities as to LATI in its entirety and
abate any remaining portion of the Final Notice against Baltimore
Sun.

The Debtors' claims agent is authorized to modify the Debtors'
claims register to reflect that Claim No. 2257 asserted by the
Comptroller against "Patuxent Publishing Company T/A; Baltimore
Sun Co." is property asserted against Baltimore Sun as an
unsecured priority claim for $6,355,300.

The Court entered the ruling after a certification of no
objection was filed.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes TRIBUNE BANKRUPTCY
NEWS.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: ERISA Suit Dismissed After Settlement
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware dismissed
the adversary action initiated by Tribune Co. and its affiliates
against Dan Neil, Corie Brown, Henry Weinstein, Walter Roche, Jr.,
Myron Levin, and Julie Makinen, individuals, on behalf of
themselves and on behalf of all others similarly situated.  The
Court entered the ruling after a certification of no objection was
filed.

The case is TRIBUNE COMPANY, Plaintiff, vs. DAN NEIL, CORIE
BROWN, HENRY WEINSTEIN, WALTER ROCHE, JR., MYRON LEVIN, and JULIE
MAKINEN, individuals, on behalf of themselves and on behalf of
all others similarly situated, Defendants, Adv. Pro. No. 09-50445
(KJC)(Bankr. D. Del.).

On October 19, 2011, the Bankruptcy Court approved the
comprehensive settlement of certain claims, causes of action, and
related matters arising from alleged violations of the Employee
Retirement Income Security Act in connection with the Tribune
Employee Stock Ownership Plan and the Tribune Employee Stock
Ownership Trust that had been asserted by the Department of
Labor, GreatBanc Trust Company, and the plaintiffs in the class
action lawsuit styled Neil, et al. v. Zell, et al.

The U.S. District Court for the Northern District of Illinois,
which presides over the Neil Action, approved the Settlement
Agreement, on a final basis, on January 30, 2012.  As a result of
the entry of the final order, the Neil Action was dismissed and
the final precondition to the effectiveness of the Settlement
Agreement was satisfied.

The Settlement Agreement provides, in relevant part, that
following entry of the final order and judgment of dismissal by
the District Court, Tribune Company will dismiss the Neil
Adversary Proceeding before the Bankruptcy Court.

Tribune believes that the dismissal of the Neil Adversary
Proceeding at this time is appropriate and justified.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.   The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes TRIBUNE BANKRUPTCY
NEWS.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIDENT MICROSYSTEMS: Sigma Designs Selected to Purchase Business
-----------------------------------------------------------------
Sigma Designs(R), Inc. has been selected as the successful bidder
to acquire certain assets of Trident Microsystems, Inc.'s Digital
Television (DTV) Business, which includes certain products,
licensed intellectual property, software, working capital assets
and leased facilities, for $21 million in cash plus assumption of
specified liabilities upon the closing of the transaction.  The
final cash purchase price remains subject to an adjustment for the
closing current asset balance of the DTV Business to the extent
the closing current assets differ from a target current assets.

The selection of Sigma Designs as the successful bidder follows
the conclusion of the auction process for the DTV Business and is
now subject to approval of the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court") presiding over
the bankruptcy proceedings of Trident Microsystems, Inc., and
certain affiliated entities and other customary closing
conditions. The Bankruptcy Court hearing to authorize the sale of
the DTV Business to Sigma is expected to be held on April 4, 2012.


"Sigma Designs' acquisition of the DTV business assets of Trident
Microsystems represents a significant step forward in our
company's long term strategy of being the industry's leading
provider of advanced SoC solutions for converged media platforms,"
said Thinh Tran, Sigma Designs' Chairman and CEO.  "With this
transaction, we will increase our revenue scale, expand our
product offerings, and will have the ability to leverage our
combined operational resources and OEM relationships across some
of the largest high growth connected media delivery markets.  We
are focused on successfully growing the DTV Business and our
existing business and believe the outcome of this transaction will
provide long-term benefits to our customers, employees and
shareholders."

Trident's DTV Business is a leading provider of global System-on-
a-Chip (SoC) products for advanced connected digital televisions.
Based on an extensive history of product innovation and
foundational intellectual property, these assets are uniquely
positioned to drive SmartTV growth by enabling their tier-1 OEM
customers to develop next-generation devices that allow consumers
to enjoy all forms of multimedia content, including both
traditional broadcast television and video from emerging Internet
content providers.

Sigma expects to make employment offers to approximately 300
employees of the Trident DTV Business, most of whom are engineers
located in China.

The transaction is expected to close in the second calendar
quarter of 2012, and generate positive non-GAAP EBITDA in the
first full year of operations.

                    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 said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.

The Official Committee of Unsecured Creditors of Trident
Microsystems, Inc., et al., tapped Pachulski Stang Ziehl & Jones
LLP as its counsel, and Imperial Capital, LLC, as its investment
banker and financial advisor.

The Official Committee of Equity Security Holders tapped Dewey &
LeBoeuf LLP serves as attorneys, Bayard, P.A., as co-counsel, and
Alvarez & Marsal North America, LLC, as financial advisors.

The Debtors sold to Entropic Communications Inc. their set-top box
business for $65 million.  Entropic came out on top after a 15-
hour court-sanctioned auction.  The opening bid at auction had
been $55 million.


TOWN SPORTS: Moody's Upgrades CFR to 'B1'; Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded Town Sports International
Holdings, Inc.'s corporate family rating to B1 from B2 and the
probability of default rating to B2 from B3. Moody's also upgraded
Town Sports International, LLC's (wholly-owned subsidiary of Town
Sports International Holdings, Inc. - collectively referred to as
"Town Sports") senior secured credit facility rating to Ba3 from
B1. The speculative grade liquidity rating was upgraded to SGL-1
from SGL-2. The ratings outlook is stable.

The ratings upgrade reflects improvements in Town Sports'
operating performance that have translated into a strengthening of
its credit profile. Debt to EBITDA decreased to 4.8 times in 2011
from 5.2 times in 2010. The upgrade also reflects Moody's opinion
that debt to EBITDA will reach 4.5 times near-term based on
continued earnings momentum and mandatory debt reduction in the
form of the excess cash flow sweep.

Ratings upgraded:

Town Sports International Holdings, Inc.

Corporate family rating to B1 from B2

Probability of default rating to B2 from B3

Speculative grade liquidity rating to SGL-1 from SGL-2

Town Sports International, LLC

$50 million senior secured revolving credit facility due 2016 to
Ba3 (LGD2, 23%) from B1 (LGD2, 24%)

$292 million senior secured term loan due 2018 to Ba3 (LGD2,
23%) from B1 (LGD2, 24%)

Ratings Rationale

The upgrade also reflects the increase in Town Sports' membership
count of approximately 6% to 523,000 as of December 31, 2011
relative to the same period in 2010, providing a base for future
revenue increases. After reporting a string of negative club
comparables throughout 2009 and 2010, comparable club revenues
were positive for each of the last three quarters of 2011. Moody's
expects comparable club revenues in the low single-digits over the
next year. Free cash flow generation has also improved, owing to
higher earnings and only a small number of new club openings
(implying modest investment in discretionary capital
expenditures).

The upgrade of the SGL-1 speculative grade liquidity rating
reflects Moody's expectation that Town Sports will maintain a very
good liquidity profile near-term, supported by positive free cash
flow generation and ample room under the financial covenants
governing the credit agreement.

Town Sports' B1 corporate family rating is constrained by its high
financial leverage, modest interest coverage with EBITDA less
capex to interest below 2.0 times, modest scale, and exposure to
discretionary consumer spending trends. In addition, operating
performance is strongly tied to the economic health of the Mid-
Atlantic and Northeast markets it serves, more specifically the
New York City metro. The rating is supported by the company's
business position as a large-scale fitness club operator, a large
and growing membership base, and favorable long-term fundamentals
for the fitness industry.

The stable outlook reflects Moody's expectation that operating
performance will continue to improve over the next year and that
free cash flow will remain positive due to modest discretionary
capital spending.

A ratings upgrade is unlikely in the near term given Town Sports
size and limited geographic diversification. Over the medium term,
a substantial expansion of the revenue base and geographic
diversification accompanied by significantly stronger credit
metrics could lead to an upgrade.

The ratings could be downgraded if there is pressure on
profitability such that debt to EBITDA is sustained above 5.0
times, EBITDA less capex coverage of interest expense falls to 1.2
times (excluding discretionary spending), and/or liquidity
materially weakens.

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

Town Sports International Holdings, Inc., through its wholly owned
operating subsidiary Town Sports International, LLC, is one of the
leading owners and operators of fitness clubs in the Northeast and
Mid-Atlantic regions of the United States. Revenue for the fiscal-
year ended December 31, 2011 was $467 million.


UNIT CORP: Moody's Reviews 'B1' CFR/PDR for Possible Upgrade
------------------------------------------------------------
Moody's Investors Service placed Unit Corporation's B1 Corporate
Family Rating (CFR), B1 Probability of Default Rating (PDR), and
B3 senior subordinated note rating on review for possible upgrade.
Unit is one of a number of companies identified by Moody's as
being well positioned to benefit from recent industry
technological advances and sustained high oil prices.

Ratings Rationale

Unit's three-way exposure to the oil and gas industry through its
upstream, drilling and midstream segments, will enhance its credit
profile over the next several years. The company's rapidly growing
oil and NGL production (55% year-over-year growth in 2011) should
produce strong operating cash flows, and further strengthen its
leverage metrics and liquidity through 2013.

Unit's drilling segment also stands to benefit from the heightened
activity level in the North American unconventional plays. The
company believes that approximately 98% of its rigs are currently
drilling horizontal or directional wells, and roughly 98% are
drilling for oil and NGLs.

Additionally, Unit is investing aggressively to expand its
midstream business which should thrive because of the increasing
need for gathering, processing and takeaway infrastructure in many
underdeveloped shale plays.

The ratings review is expected to be concluded over the next three
months. Any change in ratings will likely be limited to a one
notch upgrade.

The principal methodology used in rating Unit Corporation 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.

Unit Corporation, headquartered in Tulsa, Oklahoma, is a
diversified energy company engaged in the exploration and
production of oil and gas, onshore contract drilling, and
gathering and processing activities. Operations are principally
located in the Mid-Continent region, including the Anadarko,
Arkoma, Permian, Rocky Mountains and Gulf Coast Basins.


USG CORP: Prices 7.875% Senior Notes Due 2020
---------------------------------------------
USG Corporation announced the pricing of a private offering of
$250 million aggregate principal amount of its 7.875% senior notes
due 2020.  The New Notes will be the unsecured obligations of USG.
USG's obligations under the New Notes will be guaranteed on a
senior unsecured basis by certain of its domestic subsidiaries.
The New Notes will be sold to investors at a price of 99.279% of
the principal amount of the New Notes, plus accrued interest from
April 12, 2012, if any.  The offering of the New Notes is expected
to close on or about April 12, 2012.

USG intends to use all or a portion of the net proceeds from the
sale of the New Notes to repurchase its outstanding 9.75% Senior
Notes due 2014 that are tendered pursuant to the cash tender offer
that USG commenced on March 14, 2012, and to pay all related costs
and expenses.  As of March 27, 2012, approximately $117.9 million
principal amount of the outstanding 2014 Notes had been validly
tendered in the tender offer.  The consummation of the offering of
the New Notes will satisfy the financing condition for the tender
offer, which the Company expects to complete in connection with
the closing of the offering of the New Notes.  After repurchasing
2014 Notes pursuant to the tender offer, USG intends to use any
remaining net proceeds from the sale of the New Notes for working
capital and other general corporate purposes, which may include
the repurchase or other acquisition of 2014 Notes or USG's other
outstanding indebtedness through open market purchases, privately
negotiated transactions, redemptions, other tender offers or
otherwise.

The New Notes will be offered and sold only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended, and to non-U.S. persons in
accordance with Regulation S under the Securities Act.  When
issued, the New Notes will not have been registered under the
Securities Act or state securities laws and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state securities laws.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3,252,000,000 in
assets and $2,739,000,000 in debts.  The Debtors emerged from
bankruptcy protection on June 20, 2006.

The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.71 billion
in total assets, $3.56 billion in total liabilities and $156
million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded USG Corporation's Issuer Default Rating (IDR) to 'B-'
from 'B'.  The Rating Outlook remains Negative.

The ratings downgrade and the Negative Outlook reflect Fitch's
belief that underlying demand for the company's products will
remain weak through at least 2012 and the company's liquidity
position is likely to deteriorate in the next 18 months.  With the
recent softening in the economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.  Fitch had previously forecast a slightly
more robust housing environment in 2011 and 2012.  Moreover, new
commercial construction is expected to decline further this year
and may only grow moderately next year.


VANTAGE DRILLING: S&P Keeps 'B-' Corp Credit Rating, Outlook Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Vantage
Drilling Co. to positive from stable. "We affirmed the 'B-'
corporate credit rating on the company," S&P said.

"The issue-level rating on the senior secured notes will remain
'B-' (the same as the corporate credit rating) following the
proposed $775 million tack-on to its existing $1.225 billion 11.5%
notes due 2015. The recovery rating is '3' indicating our
expectation of meaningful (50% to 70%) recovery in the event of a
payment default," S&P said.

"The notes will be issued by Offshore Group Investment Ltd., which
is a wholly owned subsidiary of Vantage (Vantage guarantees the
notes). Vantage is using the add-on notes to fund the purchase and
remaining constructing payments associated with the Dragonquest
drillship, which will be delivered in April and is likely to start
its eight-year contract with Petrobras by September 2012," S&P
said.

"The outlook revision reflects our view that the addition of the
Dragonquest drillship will improve Vantage's credit risk profile
because the eight-year contract provides good cash flow
visibility," said Standard & Poor's credit analyst Marc D.
Bromberg. "It also buffers downtime risk associated with its
other drillship, the Platinum Explorer, which currently
contributes a majority of earnings and cash flows to service
debt."

"We are also revising the outlook because we expect that Vantage's
performance will benefit from strengthening contract renewal day
rates for high-specification drillships and jackup rigs. Bid rates
have improved, to the mid-$500,000 to low-$600,000 range for new
and highly sophisticated drillships and to approximately $160,000
for high spec jackups. This bodes well for the Tungsten Explorer
drillship, which is currently being constructed and scheduled to
begin operations in mid-2013 (we expect a contract announcement
later this year). Most of its jackup fleet is contracted through
2012, meaning that 2013 contracts should benefit from the
improving day rate trend," S&P said.

"The ratings on Houston-based offshore drilling company Vantage
Drilling Co. (Vantage) reflect the company's aggressive debt
leverage, less-than-adequate liquidity, and participation in the
highly cyclical and competitive offshore contract drilling
industry. The ratings also reflect Vantage's relatively
young and technologically sophisticated fleet and its decent
backlog, especially from its drillships," S&P said.

"We consider Vantage's financial risk to be 'highly leveraged'.
Pro forma debt as of Dec. 31, 2011 was very high at $2.1 billion
(including Standard & Poor's adjustments for operating leases and
accrued interest), resulting in aggressive pro forma leverage of
more than 6x assuming a full-year of operation from the
Dragonquest. To forecast its credit protection measures, we
have used relatively conservative assumptions, including a
$550,000 day rate for the Tungsten Explorer drillship and jackup
day rates that average approximately $145,000. We have also
assumed 90% utilization on its vessels and operating and
maintenance expense on its drillship and jackups that average 40%
and 55% of revenues, respectively. The Dragonquest is scheduled to
begin operating for Petrobras in September at a day rate of
approximately $550,000 inclusive of bonuses. At this rate, and
assuming at least 95% utilization and a 60% to 70% EBITDA margin,
we project that the Dragonquest could contribute between $130
million and $150 million of EBITDA annually. Under these
assumptions, we project that Vantage will generate more than $400
million of annual EBITDA, corresponding to adjusted leverage in
the mid to high 5x area. We project that free operating cash flow
could average in the low $100 million range, assuming $15 million
of maintenance capital spending and approximately $270 million of
cash interest (including projected financing on the Tungsten
Explorer)," S&P said.

"Vantage's vulnerable business risk profile incorporates its
limited operating diversity. It competes against some of the
largest drillers in the industry, and its small fleet size and
scale leaves it vulnerable to competitive pressures including
relatively weaker day rates. We expect Vantage to continue to
operate in what we consider to be politically unstable regions (it
currently operates in West Africa and Malaysia), and we foresee
that it will remain vulnerable to geopolitical unrest," S&P said.

Vantage's liquidity profile is 'less than adequate', incorporating
the expectations and assumptions:

* As of Dec. 31, 2011, Vantage had $110 million in cash and
   equivalents. The company does not maintain a revolving credit
   facility.

* Fixed expenses are substantial, with about $225 million of
   projected cash interest expense per year pro forma for the add-
   on notes.

* Capital spending is minimal, approximately $15 million per
   year.

* "We envision FFO of approximately $130 million, with free cash
   flow in the low $100 million area assuming a full year
   contribution from the Dragonquest and Tungsten Explorer," S&P
   said.

* "We do not believe that Vantage has the ability to absorb a
   high-impact, low-probability event without the need for
   refinancing," S&P said.

"The issue-level rating on Vantage's senior secured debt is 'B-'
(the same as the corporate credit rating) and the recovery rating
is '3', which indicates our expectation for meaningful (50% to
70%) recovery in the event of a payment default," S&P said.

"The positive outlook reflects our expectation that we could
upgrade the corporate credit rating to 'B' later this year. An
upgrade is likely if the Dragonquest begins operating for
Petrobras by September. An upgrade to 'B' assumes that demand for
Vantage's high-specification jackups and Tungsten Explorer
drillship will continue to be strong, with full year pro forma
leverage in the mid to high 5x area," S&P said.

"A revision of the outlook to stable could occur if the
Dragonquest experiences significant mobilization issues that delay
the start date with Petrobras or if Vantage encounters material
unplanned downtime on its Platinum Explorer drillship," S&P said.


VELO HOLDINGS: V2V Files for Chapter 11, Has Deal With Lenders
--------------------------------------------------------------
Velo Holdings Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-11384) in Manhattan
on April 2, 2012, with a deal to give up assets to the lenders,
absent higher and better offers for the assets.

V2V -- through the Debtors and their non-debtor affiliates -- is a
premier direct marketing services company, providing individuals
and businesses with access to a wide-variety of consumer benefits
in the United States, Canada, and the United Kingdom. The Company
was founded in 1989 as a membership services company that marketed
its membership programs exclusively via telemarketing and, after
having nearly a decade of continued growth, went public in 1996.
In 2007, the Company was acquired by a consortium of private
equity firms led primarily by investing affiliates of One Equity
Partners.

V2V presently operates in four main business segments:

   (i) Credit And Identity Theft Protection. V2V markets primarily
credit and identity theft protection programs directly to
consumers through a business segment operated primarily by Debtor
FYI Direct, Inc., and several of its non-debtor affiliates

  (ii) Lifestyle And Shopping.  Debtors Brand Magnet, Inc. and
Adaptive Marketing LLC, collectively with certain of their non-
debtor affiliates, market lifestyle and shopping related programs
which provide access to various consumer goods and services at
discount rates using both online and offline channels.

(iii) Insurance Administration And Health Membership Services.
Debtor Coverdell & Company, Inc., and its non-debtor affiliates
directly market insurance and consumer products and health-related
programs (e.g., health discount membership programs), as well as
manage third-party loyalty and reward programs, for third-party
businesses in the United States and Canada.

  (iv) Lead Generation Consulting Services.  Debtor Neverblue
Communications, Inc., and certain non-debtor affiliates operate
one of the leading "lead generation" or "affiliate network"
businesses in the United States and Canada.  Among other things,
Neverblue maintains an online advertising business, which matches
sellers of various goods and services with potential online
advertisers of such goods and services.

V2V is headquartered in Norwalk, Connecticut; maintains a customer
service call center and operations center in Omaha, Nebraska; and
has offices in Chicago, Illinois; Santa Barbara, California; El
Segundo, California; Atlanta, Georgia; Victoria, British Columbia;
Montreal, Quebec; and Edgeware, England.  As of the Petition Date,
V2V's workforce consisted of 528 individuals, with the Debtors'
workforce consisting of 360 such individuals.  On a consolidated
cash basis, V2V had $486 million in revenue and $78 million in
EBITDA in 2011, representing a significant decrease from $591
million in revenue and $116 million in EBITDA in 2010, and $669
million in revenue and $107 million in EBITDA in 2009.

As of the Petition Date, the Debtors were indebted under a secured
first lien credit facility and secured second lien credit facility
in the approximate amount of $385 million and $205 million,
respectively. Barclays Bank PLC is the agent under the first lien
credit facility.  Wilmington Trust, National Association is the
second lien agent.

Shmuel Vasser, Esq., at Dechert LLP, in New York, serves as
counsel to the Debtor.  Epiq Bankruptcy Solutions is the claims
and notice agent.

                       Road to Bankruptcy

Lorraine DiSanto, the Company's CFO and COO, says the effects of
the depressed economic climate as a result of the recession on the
Debtors' cash flows has been exacerbated by necessary changes to
the Debtors' business strategy resulting from a new regulatory
environment affecting the Lifestyle and Shopping Business
(primarily the Adaptive Online component of such business), as
well as unilateral demands of VISA, Inc. and the Company's
merchant processor -- Chase Paymentech LLC -- which has caused a
liquidity crisis the Company's business.

VISA, which processes nearly 60% of the Debtors' billings,
unilaterally informed the Debtors, among other things, that it
would, at least as applied to the Debtors, decrease its internal
Risk Identification Service metric (used by VISA to manage
merchant risk) by 50% (from the 1% applicable to its other
merchants) to 0.50%.  The Debtors estimated that the financial
impact of meeting this new hurdle would result in significantly
decreased revenues and a projected loss of $13 million in EBITDA
in 2012 alone.

The Debtors met with their lenders in November 2011 and disclosed
that the Visa-imposed change in RIS standards would have a
material negative impact on the Company?s financial performance on
a go-forward basis.

In the fourth quarter of 2011, the Debtors began a dual track
restructuring process that included (i) soliciting bids from
third-party strategic and financial buyers for an acquisition of
some or all of the Company?s business and (ii) negotiating the
terms of a financial or operational restructuring with the lenders
under the secured credit facilities, in each case with the goal of
maximizing the value of V2V to provide the greatest returns to key
creditor constituencies.

The projected changes in cash flows for 2011-2012 required the
Debtors not to make their quarterly interest payments due to the
First Lien Agent and the Second Lien Agent (each in the
approximate amount of $4.8 million) in December 2011 in order to
avoid a liquidity crisis at that time, which in turn caused an
event of default under both credit facilities.

                          Sale Process

Alvarez & Marsal in December 2011 commenced a marketing process
for the sale of all or component parts of the Debtors' business.

After evaluating the bids, the Debtors determined that a financial
restructuring supported by the majority of their first lien
lenders would provide more value for their estates than pursuing
any of the offers proposed by the bidders.

On April 2, 2012, the Debtors and General Electric Capital
Corporation, Goldentree Asset Management LP, Chase Lincoln
Financial Corporation, and Barclays Bank plc, in their capacity as
first lien lenders, entered into a chapter 11 case protocol.

                        Chapter 11 Protocol

The terms of the protocol are:

A. Restructuring of Credit & Identity Theft Protection Business
and Lifestyle & Shopping Business

       * On the Petition Date, the Debtors will continue to
operate in the ordinary course, but will cease spending new
marketing dollars to acquire new members on a go-forward basis
(i.e., a "harvest" of the businesses).

       * The Debtors are not liquidating these businesses, but
instead remain committed to providing full services to their
existing customers during this time.

       * While the harvest is underway, the First Lien Agent will
credit bid for the assets comprising theses businesses in an
amount determined on a sliding scale depending on timing of the
closing.

B. Restructuring of Lead Generation Business

       * The Debtors will conduct a Court-supervised auction
process for the assets comprising the Lead Generation Business.

       * The First Lien Agent will submit a credit bid of
$20 million for the assets.

C. Restructuring of Insurance Administration Business

       * The Debtors will conduct a Court-supervised auction
process for the opportunity to be a plan sponsor for the Insurance
Administration Business.

       * The First Lien Agent will submit a credit bid of $80
million for the assets

D. Cash Collateral Use and Postpetition Financing

       * The Debtors will seek authority to use cash collateral
and seek approval of a postpetition financing facility consistent
with the terms set forth in the term sheet attached to the Agreed
Protocol.  The financing facility will provide for a "roll up" of
certain of the loans under the First Lien Credit Agreement.

E. Personnel Issues

       * The Debtors will appoint Alan Jacobs as Chief
Restructuring Officer for the Credit & Identity Theft Protection
Business and Lifestyle & Shopping Business.

       * The Debtors will adopt a reduction in force program to
reduce headcount in connection with the Credit & Identity Theft
Protection Business and Lifestyle & Shopping Business, and pay the
terminated employees their severance.

       * The Lender Parties will support the Debtors' payment of
severance to defined senior management whose severance is subject
to Section 503(c)(2) of the Bankruptcy Code, up to amounts set
forth in a particular formula set forth in the Agreed Protocol.

       * The Debtors will seek approval of a Key Employee
Incentive Plan acceptable to the Lender Parties.  The KEIP will be
an incentive-based program providing bonuses in an initial
aggregate amount of up to $2.875 million, consisting of (i) $2
million allocated to personnel needed for the harvest and (ii)
$875,000 allocated to certain Insurance Administration and Lead
Generation personnel. With respect to the "harvest" the KEIP
participants and allocations will be determined by the CRO, in
consultation with the Debtors' CEO and the CFO.

                           Timeline

The Debtors will pursue the Agreed Protocol substantially on this
timeline:

  Target Date    Document/Action
  -----------    ---------------
April 2          * Target Petition Date
                 * File customary ?first day? motions
                 * File motion for order approving interim DIP/use
                   of cash collateral

April 2-16       * File application to retain CRO

April 2-23       * File motion for approval of KEIP

April 30         * File motion for order approving bid procedures
                   for Coverdell and Neverblue auction processes

July 15          * Deadline for Coverdell and Neverblue bids

July 23          * Conclude bid processes, run auction if
                   necessary, select winning bids for Coverdell
                   and/or Neverblue and finalize Coverdell plan
                   investor and/or Neverblue purchase agreement

August 6         * Hearing and entry of order(s) approving
                   Coverdell plan investor and/or Neverblue
                   purchase agreement, if any

August 20        * File plan and serve notice of disclosure
                   statement hearing

October 1        * Hearing/entry of order approving disclosure
                   statement

October 5        * Serve notice of confirmation hearing and
                   commence solicitation of voting

November 2       * Deadline for objections to confirmation of plan

November 16      * Confirmation Hearing/ entry of Confirmation
                   Order

November 30      * Plan Consummation/Effective Date


W&T OFFSHORE: Moody's Reviews CFR/PDR for Upgrade
-------------------------------------------------
Moody's Investors Service has placed W&T Offshore, Inc.'s
Corporate Family Rating (CFR), Probability of Default Rating
(PDR), and senior note ratings on review for upgrade. W&T is one
of a number of companies identified by Moody's as being well
positioned to benefit from recent industry technological advances
and sustained high oil prices.

In May 2011, Moody's assigned W&T Offshore a B3 Corporate Family
Rating and a Caa1 rating to the proposed $600 million senior notes
due 2019.

Ratings Rationale

With over one-half of its proved reserves oil and NGLs and a
substantial cash flow expected from those reserves, Moody's sees
an accretion of physical reserves and value as drilling inventory
is exploited.

The review is expected to be concluded over the next three months.
Any change in ratings will likely be limited to a one notch
upgrade.

The principal methodology used in rating W&T Offshore 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.


WARNER SPRINGS: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------------
Warner Springs Ranchowners Association filed with the U.S.
Bankruptcy Court for the Southern District of California a list of
creditors holding the 20 largest unsecured claims:

   Name of creditor             Nature of claim   Amount of Claim
   ----------------             ---------------   ---------------
Pala Band of Mission Indians    Purchase & Sale
Attn: Robert H. Smith           Agreement; Portion
Chairman                        of Expenses
35008 Pala Temecula Road, PMB5  Related to Title
Pala, CA 92059                  Work                  $265,792

John H/Lisa M. Gubler           Settlement
8020 Via Urner Way              Agreement Dated
Bonsall, CA 92003               11/19/11               $70,000

Eric Jan De Lagillardaie        Settlement
1507 E. Valley Pkway., Suite 3  Agreement With
Escondido, CA 92027             Eric Jan De
                                Lagillardaie,
                                Tashi-Grady
                                Powers and
                                Lightstraems Eco       $25,000

Alberto Cruz-Wood               Employee                  $783

AT&T                            Phone Service           $3,176

Club Car, LLC                   Repairs &
                                Maintenance
                                Services on Golf
                                Carts                   $2,500

Curative Title                  Title Company          $18,988

Dennis Parry                    Employee                $1,047

Donald Nunamker                 Employee                  $858

Elizabeth Bray                  Employee                $1,181

Eryn Sisk                       Employee                $1,456

Henderson, Caverly Pum          Tax Attorneys           $3,049

James Sisk                      Employee                $1,212

Network Design Integrators      IT Technician             $750

Pacificare                      Employee Health
                                Insurance               $8,803

San Diego Gas & Electric        Gas & Electric
                                Utility Provider       $12,594

Shirley Parry                   Employee                $1,446

Valley Crest                    Landscape
                                Maintenance             $5,000

Water Quality Specialist        Small Water Permit
of San Diego, Inc.              Paid Through Water
                                Quality Specialist      $2,578

                     About Warner Springs

Based in Warner Springs, California, Warner Springs Ranchowners
Association dba Warner Springs Ranch filed for Chapter 11
protection (Bankr. S.D. Calif. Case No. 12-03031) on March 1,
2012.  Judge Louise DeCarl Adler presides over the case.  Daniel
Silva, Esq., and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP,
represent the Debtor.  The Debtor estimated assets of between
$10 million and $50 million, and debts of between $1 million and
$10 million.


WARNER SPRINGS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Warner Springs Ranchowners Association has filed the U.S.
Bankruptcy Court for the Southern District of California its
schedules of assets and liabilities, disclosing:

    Name of Schedule              Assets         Liabilities
    ----------------            -----------      -----------
A. Real Property               $11,275,000
B. Personal Property            $1,785,419
C. Property Claimed as
    Exempt
D. Creditors Holding
    Secured Claims                                       $0
E. Creditors Holding
    Unsecured Priority
    Claims                                          $14,525
F. Creditors Holding
    Unsecured Non-priority
    Claims                                         $439,535
                               ------------      ----------
       TOTAL                    $13,060,419        $454,060

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

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

                     About Warner Springs

Based in Warner Springs, California, Warner Springs Ranchowners
Association dba Warner Springs Ranch filed for Chapter 11
protection (Bankr. S.D. Calif. Case No. 12-03031) on March 1,
2012.  Judge Louise DeCarl Adler presides over the case.  Daniel
Silva, Esq., and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP,
represent the Debtor.


WARNER SPRINGS: Sec. 341(a) Creditors' Meeting Set for April 10
---------------------------------------------------------------
Tiffany Carroll, Acting United States Trustee for Region 15, will
convene a meeting of creditors in the Chapter 11 cases of Warner
Springs Ranchowners Association on April 10, 2012, at 4:00 p.m. at
402 W. Broadway, Emerald Plaza Building, Suite 660 (B), Hearing
Room B, San Diego, CA 92101.

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.

Based in Warner Springs, California, Warner Springs Ranchowners
Association dba Warner Springs Ranch filed for Chapter 11
protection (Bankr. S.D. Calif. Case No. 12-03031) on March 1,
2012.  Judge Louise DeCarl Adler presides over the case.  Daniel
Silva, Esq., and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP,
represent the Debtor.  The Debtor scheduled assets of $13.06
million and debts of $454,000 as of the Chapter 11 filing.


WESTERN MOHEGAN: Former Lawyers Seek Dismissal of Ch.11 Petition
----------------------------------------------------------------
Michael Novinson at Times Herald-Record reports that Jill Makower
of Todtman, Nachamie, Spizz & Johns has filed a motion to dismiss
the Chapter 11 case of Western Mohegan Tribe & Nation, saying "The
Tribe is ineligible to be a debtor, and has no business to
reorganize."

According to the report, the firm, which is Western Mohegan's
former counsel, questions the feasibility of any reorganization
plan, noting that the Mohegans don't even have enough money to pay
for their bankruptcy case.  "The Tribe has no business, no
operations, no income and no employees," the report quotes Ms.
Makower as saying.

The report relates the firm claimed that the tribe owes them
$235,000 for unpaid fees and subsequent collection efforts.
Ulster County is also out some $305,000 in taxes owed by the
Mohegans since 2008.

The report notes the firm also insists that tribes are
"governmental units" and thus not eligible for bankruptcy
protection.  A lack of federal recognition, the firm argues,
doesn't make the Western Mohegans any more of an individual,
partnership or corporation -- the entities eligible for
bankruptcy.

Based in New York, Western Mohegan Tribe and Nation is located at
10 Tamarack Road, Greenfield Park, New York.  The Company filed
for Chapter 11 protection on March 9, 2012 (Bankr. N.D. Ill. Case
No. 12-09292).  Judge Susan Pierson Sonderby presides over the
case.  William J Factor, Esq., at The Law Office of William J.
Factor, Ltd., represents the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.

Western Mohegan Tribe owns the 255-acre Tamarack resort.  The
property was slated for auction March 15.  But a March 9 joint
bankruptcy filing by the tribe and its investor -- Illinois-based
BGA LLC -- stayed the sale.


WYANDANCH UNION: Moody's Affirms 'Ba1' Rating on GO Bonds
---------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 underlying rating
on Wyandanch Union Free School District's (NY) general obligation
bonds, affecting $6.0 million in parity debt obligations. The
bonds are secured by the district's unlimited ad valorem property
tax pledge.

Summary Ratings Rationale

The Ba1 rating reflects the district's narrow reserve levels and
limited liquidity position, limited tax base characterized by weak
demographics, and a manageable debt position. In fiscal 2008,
operations ended with a $2.6 million operating deficit, fully
depleting $213,000 in reserves and generating a negative $2.5
million general fund balance. The deficit was mainly driven by a
$2.5 million reduction in state aid. The district was notified of
the impending shortfall, but did not make the comparable cuts in
expenditures to preserve programs. Favorably, the district has
achieved 3 consecutive years of operating surpluses from fiscal
2009 through fiscal 2011 resulting in a still-weak but positive
$1.8 million general fund balance (or 3.4% of revenues). Growth
within the district's tax base is expected to remain stable to
slow over the intermediate term, given limited economic
development and a weak real estate market. Moody's expects the
district's direct debt burden (1.2% of full value) to remain
manageable, given above average amortization of principal (100% in
ten years) and limited additional borrowing plans.

STRENGTHS

Improving financial operations

CHALLENGES

Reliance upon state aid

Limited liquidity and general fund balance reserves

What could make the rating change - UP

- Increased financial reserves and liquidity in-line with higher
   rating categories

- Augmented tax base and wealth levels

- Reduction in cash flow borrowing

What could make the rating change - DOWN

- Protracted structural budget imbalance

- Depletion of General Fund balance

- Deterioration of the tax base and wealth levels

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


* Oaktree Capital Sees IPO of 11.3MM Units at $43 to $46 Each
-------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that investment-
management firm Oaktree Capital Group LLC expects to offer 11.3
million Class A units in its planned initial public offering at a
price of $43 to $46 each.


* Junk Bond Market Swells as Borrowing Costs Remain Low
-------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that U.S. companies
with junk credit ratings are piling into the debt markets at a
record pace, seizing on some of the lowest borrowing costs in
history and strong demand from investors craving higher returns.


* Jeffrey Cohen Joins Ballard Spahr's Denver Office
---------------------------------------------------
Jeffrey Cohen, an accomplished trial lawyer and recognized
authority on municipal debt restructuring, has joined Ballard
Spahr's Denver office as a partner, firm Chair Mark S. Stewart
announced today.

Mr. Cohen focuses his practice on commercial and financial
disputes. He has extensive experience in complex commercial cases
and frequently advises investors, creditors, and municipalities on
the litigation aspects of bond defaults and other financial
reorganization issues.

"Our reputation as a firm with superb trial lawyers is even
stronger today with the addition of Jeff Cohen," Mr. Stewart said.
"We are very happy to have him as our partner."

Mr. Cohen has chaired more than 150 state and federal jury and
non-jury trials to verdict. He has experience briefing and arguing
appeals and conducting all aspects of discovery and pre-trial
motion practice. He has also served as lead counsel for the
planning and execution of numerous business restructuring cases,
including the restructuring of troubled municipal bond issues. Mr.
Cohen has been lead creditor and debtor counsel for several
multimillion-dollar bankruptcies. He currently serves as lead
national franchisee counsel in the opt-out litigation against
Quiznos Sub Sandwich Restaurants.

"Jeff's extensive background in complex commercial litigation will
help strengthen our litigation capabilities in the West," said
John B. Langel, Chair of Ballard Spahr's Litigation Department.
"His additional skills in bankruptcy, reorganization, and
municipal finance make him a tremendous addition to our firm."

Mr. Cohen said that Ballard Spahr's reputation for excellence in
the financial community and its considerable experience in
financial litigation matters are what attracted him to the firm.
"Ballard Spahr perfectly augments my practice, especially in
municipal bond defaults," he said. "The firm's reputation is
second to none."

Mr. Cohen is a member of Ballard Spahr's Litigation Department;
Commercial Litigation and Bankruptcy, Reorganization and Capital
Recovery Groups; and Municipal Recovery Initiative. Before joining
Ballard Spahr, he was a partner at Patton Boggs LLP in Denver. He
has more than 30 years experience in the Denver legal community.


* Goldman Sachs Aims for 'Friendly Foreclosure' Deal in Seattle
---------------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Goldman Sachs
Group Inc.'s bet on the Seattle office market is drawing to a
close, and it doesn't look like the ending will be a happy one for
the firm.

Nearly five years after paying almost $1 billion for a large
portfolio of office buildings in the Seattle area, a fund run by
Goldman is planning to call it quits on the properties, the report
relates, citing people familiar with the matter.

The culprits, according to the report, is the impending maturity
of a hefty $922 million in debt made with bullish assumptions, a
sluggish office market and the loss of the portfolio's largest
tenant to bankruptcy.

With the debt set to mature April 9, the Goldman fund is in
discussions with a junior lender, Chicago-based Walton Street
Capital LLC, to hand it control of the 11 buildings in a "friendly
foreclosure," the people said.


* Large Banks Cut Their Soured Commercial Real Estate Debt
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that large U.S. banks
have been making headway in dealing with their troubled commercial
real estate debt, selling off and reworking bad loans at a faster
rate than smaller banks.


* Keystone National Seeks US$150MM for Its Latest Vehicle
---------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that Keystone National
Group is heading back to market seeking $150 million for its fifth
fund, just a few short months after wrapping up efforts for the
fund's predecessor.


* So Much Money, So Few Deals After Bankruptcy Pay Bonanza
----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that years of a
struggling economy have claimed another victim: distressed-debt
investors who are raking billions of dollars of bankruptcy
winnings off the table are casting about desperately for someplace
to put the money to work.


* Some Clean-Energy Loans on Energy Department 'Watch List'
-----------------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that the Department of
Energy has placed nearly one-third of its clean-energy loan
portfolio on an internal "watch list" for possible violations of
terms or other concerns, according to a copy of the list obtained
by The Wall Street Journal, highlighting how such concerns have
spread beyond the now-bankrupt Solyndra LLC.


* James Dubow Rejoins Alvarez & Marsal to Lead Asia Group
---------------------------------------------------------
Turnaround adviser Alvarez & Marsal has rehired a China specialist
who left the firm five years ago to help it expand in Asia, where
advisory opportunities are growing.  Mr. Dubow has rejoined the
restructuring firm as a managing director and co-head of its Asia
operations, based in Hong Kong.  Since leaving Alvarez & Marsal
five years ago, Dubow has served as the chief financial officer of
an energy company that develops and runs businesses across Asia.


* Kramer Levin Promotes Joshua Brody to Partner
-----------------------------------------------
Dow Jones' DBR Small Cap reports that Joshua Brody has been
promoted to partner at Kramer Levin Naftalis & Frankel LLP.

Mr. Brody mainly focuses his practice on bankruptcy and general
corporate restructuring, and he's represented debtors, creditors'
committees, lenders and other parties in bankruptcy cases,
according to the report.

The report notes that Mr. Brody has worked on bankruptcy cases
including those of Sea Containers Ltd., Molecular Insight
Pharmaceuticals Corp. and Parmalat USA Corp.  Mr. Brody earned his
law degree from Hofstra University School of Law.


* Greenberg Traurig Promotes John Elrod to Shareholder
------------------------------------------------------
Dow Jones' DBR Small Cap reports that John D. Elrod has been
promoted to shareholder at Greenberg Traurig LLP. Elrod has
experience in bankruptcy, creditors' rights and commercial
litigation matters and has represented clients in the restaurant,
electronics retail and auto-sales industries.

Mr. Elrod, who's a member of the American Bankruptcy Institute,
has worked in bankruptcy courts throughout the United States,
according to the report.  Mr. Elrod earned his law degree from
Samford University's Cumberland School of Law.


* Dewey & Leboeuf Revamps its Leadership Structure
---------------------------------------------------
Dow Jones' Daily Bankruptcy Review reports that embattled New York
law firm Dewey & LeBoeuf LLP will undertake a dramatic, and
unusual, overhaul of its management structure, following a stream
of partner defections in recent weeks.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***