TCR_Public/120416.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, April 16, 2012, Vol. 16, No. 105

                            Headlines

ADRENALINA: Had $12.01-Million Net Loss in 2008
AFA FOODS: Has 7-Member Creditors Committee
AMEREN ENERGY: Moody's Lowers Sr. Unsecured Debt Rating to 'Ba3'
AMERICAN MEDICAL: A.M. Best Reviews 'bb-' Issuer Credit Rating
AS SEEN ON TV: Amendment No. 7 to 10MM Common Shares Offering

ASPENBIO PHARMA: GHP Horwath Raises Going Concern Doubt
AUSTRALIAN-CANADIAN OIL: KWCO P.C. Raises Going Concern Doubt
BIDZ.COM INC: Marcum LLP Raises Going Concern Doubt
BRUCE WEATHERS: Case Summary & 7 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: Has 10MM Distribution Pact with Citigroup

CANO PETROLEUM: Can Employ Thompson & Knight as Counsel
CANO PETROLEUM: Can Employ Kane Russell to Examine Liens
CARMIKE CINEMAS: Moody' Rates $210-Mil. Second Lien Bonds 'B2'
CARMIKE CINEMAS: S&P Raises Corporate Credit Rating to 'B'
CENTAUR HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating

CERTENEJAS INCORPORADO: Files for Chapter 11 in Puerto Rico
CITY NATIONAL: Four Directors Elected at Annual Meeting
CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
CLEARWIRE CORP: Intel Files Amendment No. 12 to Schedule 13D
COGDELL SPENCER: Deloitte & Touche Raises Going Concern Doubt

COMBIMATRIX CORP: Haskell & White Raises Going Concern Doubt
COMMERCE PROTECTIVE: A.M Best Withdraws 'bb' Issuer Credit Rating
COMVERGE INC: PwC LLP Raises Going Concern Doubt
CONSTRUCTORA DE HATO: Case Summary & Creditors List
CONSUMER SPECIALTIES: A.M. Best Assigns bb+ Issuer Credit Rating

CONVERTED ORGANICS: Amends Warrants Issued to Iroquois
CONVERTED ORGANICS: Has 180.2 Million Outstanding Common Shares
COUDERT BROTHERS: Can't Sue Orrick, Others Over Retiree Benefits
CRYSTALLEX INT'L: Receives Temporary Cease Trade Order
DENNY'S CORP: Has $250 Million Credit Facility with Wells Fargo

DFC GLOBAL: S&P Assigns 'B+' Issuer Credit Rating; Outlook Stable
DIRECT REALTY: Case Summary & 6 Largest Unsecured Creditors
DOLLAR THRIFTY: DBRS Confirms 'B(high)' Issuer Rating
E-DEBIT GLOBAL: Schumacher & Associates Raises Going Concern Doubt
EASTMAN KODAK: Committee Retains Jefferies as Investment Banker

EASTMAN KODAK: Committee Taps Intellectual Property Consultant
EASTMAN KODAK: Committee Has EPIQ as Information Agent
EURAMAX INTERNATIONAL: Messrs. Parker & Stewart Elected to Board
FIREKEEPERS DEVELOPMENT: S&P Withdrew 'B+' Isssuer Credit Rating
FIRST AMERICAN: S&P Rates $40-Mil. First Lien Term Loan 'B+'

FNB UNITED: Incurs $137.3 Million Net Loss in 2011
FULLCIRCLE REGISTRY: Rodefer Moss Raises Going Concern Doubt
FUSION TELECOMMUNICATIONS: Forbearance with TD Bank Expires 2013
GAMCO INVESTORS: Moody's Issues Summary Credit Opinion
GATEHOUSE MEDIA: Bank Debt Trades at 71% Off in Secondary Market

GENERAL MARITIME: Posts $152.69-Mil. Net Loss in 2011
GLOBAL SHIP: Swings to $9.1 Million Net Income in 2011
GRUBB & ELLIS: Court Approves Amended Asset Purchase Agreement
HALO COMPANIES: Reports $461,000 Net Income in Fourth Quarter
HAWKER BEECHCRAFT: Incurs $631.9 Million Net Loss in 2011

HAWKER BEECHCRAFT: Bank Debt Trades at 34% Off in Secondary Market
HCA HOLDINGS: Expects $8.4 Billion Revenue for Q1 2012
HECKMANN GROUP: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
HEMCON MEDICAL: BofA Disputes Cash Collateral Use
HERITAGE ANIMAL: Case Summary & 8 Largest Unsecured Creditors

HERON LAKE: Posts $1.2-Mil. Net Loss in Jan. 31 Quarter
HIGH RIVER: Provides Second Default Status Report
HORIZON LINES: Restructuring Agreements to End by April 30
HORIZON LINES: Obligated to Complete an "A/B Exchange Offer"
HOVNANIAN ENTERPRISES: Offering 5MM shares Under Incentive Plan

HOVNANIAN ENTERPRISES: Closes Sale of 25 Million Class A Shares
HUDSON TREE: Can Borrow $2.53 Million From Bank 7
HWI GLOBAL: To Get $150,000 Settlement Payment from USSAG
ICG REAL ESTATE: Sec. 341 Creditors' Meeting Set for May 15
IMH FINANCIAL: SEC Completes Investigation; No Action Taken

INNOVARO INC: Pender Newkirk Raises Going Concern Doubt
INNOVATIVE FOOD: Has Extension Agreement with Noteholders
INTELSAT SA: Unit to Purchase 9 1/2 and 11 1/4 Senior Notes
INTELSAT SA: Subsidiary to Offer $800 Million 7-1/4 Senior Notes
INTELSAT JACKSON: S&P Keeps 'B' Rating on $1.8-Bil. Senior Notes

IVANHOE ENERGY: Reports $25.3-Mil. Net Loss in 2011
JOHN D OIL: Sec. 341 Creditors' Meeting Set for May 11
JO-ANN STORES: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
JOHN D OIL: Can Employ Walthall Drake as Accountants
JOHN D OIL: Can Employ Maloney & Novotny as Auditors

JOHN D OIL: Great Plains Can Access RBS Cash Collateral Thru July
KHAN RESOURCES: Receives TSX Delisting Notice
LANDRY'S INC: Moody's Rates $400MM Sr. Unsec. Notes '(P)Caa1'
LANDRY'S INC: S&P Rates Proposed $400M Sr. Unsecured Notes 'CCC+'
LARSON LAND: Case Summary & 20 Largest Unsecured Creditors

LIBORIO MARKET: Case Summary & 20 Largest Unsecured Creditors
LIGHTSQUARED INC: Bank Debt Trades at 54% Off in Secondary Market
LIZHAN ENVIRONMENTAL: UHY Vocation Raises Going Concern Doubt
LOS ANGELES DODGERS: Court Confirms Exit Plan & $2.15-Bil. Sale
LUMBER PRODUCTS: Files for Chapter 11 in Oregon

LUMBER PRODUCTS: Hearing Today on Cash Use, Trustee Appointment
MARITIME TELECOMMUNICATIONS: S&P Affirms 'B' Corp. Credit Rating
MASTEC INC: S&P Raises Corp. Credit Rating to 'BB'; Outlook Stable
MCJUNKIN RED: S&P Puts 'B' Corp. Credit Rating on Watch Positive
MF GLOBAL: Files New List of 50 Largest Unsecured Creditors

MF GLOBAL: Executives Silent on Missing Funds
MF GLOBAL: Creditors Committee Files 1st Status Report
MF GLOBAL: SIPA Trustee in Talks With JPM on MFGI Claims
MF GLOBAL: SIPA Trustee's Distribution Proposal Draws Reactions
MF GLOBAL: Court Approves $14.5-Million Metals Sale

MICHAELS STORES: S&P Raises Corp. Credit Rating to 'B'; on Watch
MICRON TECHNOLOGY: S&P Rates New $1-Bil. Senior Notes 'CCC+'
MIRION TECHNOLOGIES: S&P Assigns B Corporate Credit Rating
MOMENTIVE PERFORMANCE: Amends $525.6 Million Resale Prospectus
MONITRONICS INTERNATIONAL: S&P Assigns 'B' Corporate Credit Rating

MOMENTIVE SPECIALTY: Euro VI to Resell $134MM 9% Senior Notes
MORGUARD REIT: DBRS Confirms 'BB(high)' Issuer Rating
MORRISON MARKETING: Case Summary & 20 Largest Unsecured Creditors
MOTORSPORT AFTERMARKET: S&P Withdraws 'CCC' Corp. Credit Rating
MUNICIPAL MORTGAGE: Charles Baum to Retire as Director

NAPA HOME: Insurers Push for $15-Mil. Coverage Deal With Trustee
NATIONWIDE MUTUAL: Fitch Holds Trust Preferred Securities at BB+
NEBRASKA BOOK: Files Third Amended Joint Plan of Reorganization
NET ELEMENT: Has Joint Venture Pact with I. Krutoy to Form Music1
NORTEL NETWORKS: Obtains Further Extension of CCAA Stay Period

OAKLEY RDA: S&P Lowers Rating on Series 2008 Bonds to 'BB'
OHI INTERMEDIATE: S&P Assigns Preliminary 'B+' Corp. Credit Rating
ON ASSIGNMENT: S&P Assigns BB- Corp. Credit Rating; Outlook Stable
PARKER DRILLING: S&P Keeps B+ Rating on $300MM Sr. Unsecured Notes
PDQ COOLIDGE: Sec. 341 Creditors' Meeting Set for May 21

PDQ COOLIDGE: Wants to Hire Aaronson Firm as Chapter 11 Counsel
PINNACLE AIRLINES: Seeks Surplus Asset Sale Approval
PREMIERWEST BANCORP: Reports $15-Mil. Net Loss in 2011
PRINCETON NATIONAL: BKD LLP Raises Going Concern Doubt
PROBE MANUFACTURING: W. T. Uniack Raises Going Concern Doubt

QUANTUM CORP: BlackRock Ceases to Hold 5% Equity Stake
QUANTUM FUEL: To Hold Annual Vote on Executive Compensation
REAL ESTATE ASSOCIATES: Has No Remaining Investment in Oak Hill
REDDY ICE: Files for Chapter 11 With Pre-Negotiated Plan
REDDY ICE: Has Interim Approval of $70MM Macquarie DIP Loan

REDDY ICE: Organizational Meeting to Form Committee on April 19
REDDY ICE: Incurs $69.4 Million Net Loss in 2011
REDDY ICE: Case Summary & 20 Largest Unsecured Creditors
REDDY ICE: Moody's Lowers PDR to 'D' Following Bankruptcy Filing
REDDY ICE: S&P Cuts Corp. Credit Rating to 'D' on Ch. 11 Filing

RITE AID: Incurs $368.5 Million Net Loss in Fiscal 2012
ROAD INFRASTRUCTURE: S&P Rates Corp. Credit 'B'; Outlook Stable
RUSSEL METALS: Moody's Rates C$300MM Sr. Unsecured Notes 'Ba1'
SABA: Receives NASDAQ Noncompliance Notification Letter
SAN DIEGO NATURAL HISTORY: Moody's Affirms 'Caa2' Rating on COP

SALT ROCK: Case Summary & 3 Largest Unsecured Creditors
SAPPHIRE VP: Chapter 11 Filing Forestalls Foreclosure
SEALY CORP: H Partners to Inhibit from Voting for Directors
SHERRITT INTERNATIONAL: DBRS Confirms 'BB(high) Issuer Rating
SINCLAIR BROADCAST: BlackRock Ceases to Hold 5% Equity Stake

SITEL WORLDWIDE: S&P Rates $200MM Sr. Secured 1st Lien Notes 'B'
SMART & FINAL: S&P Keeps 'B-' Corp Credit Rating on Watch Positive
SOLAR TRUST: Ridgecrest Case Summary & 30 Largest Unsec. Creditors
SOLERA HOLDINGS: S&P Keeps 'BB' Rating on $850MM Unsec. Notes
ST. VINCENT'S: Seeks Return of Bills It Paid Before Ch. 11 Filing

STEREOTAXIS INC: Ernst & Young LLP Raises Going Concern Doubt
STRATEGIC AMERICAN: Launches www.duma.com Web Site
SUN HB 35: Case Summary & 4 Largest Unsecured Creditors
SUN HB 38: Case Summary & 4 Largest Unsecured Creditors
SUN RIVER: Reports $2.2-Mil. Net Loss in Jan. 31 Quarter

SWEPORTS LTD: Must Answer Bankruptcy Allegations May 3
SWISHER HYGIENE: Delays Filing on 2011 Annual Report
TENET HEALTHCARE: Has $77MM Accord With CMS & Health Dep't
TENSAR CORP: S&P Cuts Revolving Credit Facility Rating to 'CCC-'
TORM A/S: Reaches Temporary Standstill with Bank Group

TIMMINCO LTD: Phase II Bid Deadline Extended to April 19
TOP SHIPS: Deloitte Hadjipavlou Raises Going Concern Doubt
TREE HOUSE: Case Summary & 10 Largest Unsecured Creditors
TRIBUNE CO: Hearing Today on Supplemental Plan Disclosures
TRIBUNE CO: Sam Zell Biggest Loser in Allocation Disputes Ruling

TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market
TRIUS THERAPEUTICS: David Kabakoff Reappointed Class II Director
TXU CORP: Bank Debt Trades at 46% Off in Secondary Market
TXU CORP: Bank Debt Trades at 41% Off in Secondary Market
US COAL: S&P Removes 'CCC' Corporate Credit Rating From Watch

US XPRESS: S&P Puts 'B' Corporate Credit Rating on Watch Negative
USG CORP: Closes Tender Offer; $118.2MM Notes Validly Tendered
WESTERN EXPRESS: S&P Affirms CCC+ Corp Credit Rating, Outlook Neg
WESTINGHOUSE SOLAR: Burr Pilger Raises Going Concern Doubt
YELLOW MEDIA: DBRS Cuts Issuer Rating/Notes Rating to 'B(low)'

YELLOWSTONE CLUB: Founder's Claims Are Attack on Plan, Attys. Say
ZURVITA HOLDINGS: Posts $947,900 Net Loss in January 31 Quarter

* Foreclosure Activity Down in Q1 2012, RealtyTrac(R) Says

* BOND PRICING -- For Week From April 9 to 13, 2012



                            *********

ADRENALINA: Had $12.01-Million Net Loss in 2008
-----------------------------------------------
Adrenalina filed on March 15, 2012, its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2008.

Goldstein Schechter Koch, P.A., in Coral Gables, Florida,
expressed substantial doubt about Adrenalina's ability to continue
as a going concern.  The independent auditors noted that the
Company incurred a net loss of approximately $12,000,000 and
$5,300,000 in 2008 and 2007.  Additionally, the Company has an
accumulated deficit of approximately $20,900,000 and $8,908,000 at
Dec. 31, 2008, and 2007, and is currently unable to generate
sufficient cash flow to fund current operations.

The Company reported a net loss of $12.01 million on $5.43 million
of revenues for 2008, compared with a net loss of $5.26 million on
$3.25 million of revenues for 2007.

The Company's balance sheet at Dec. 31, 2008, showed
$10.09 million in total assets, $10.90 million in total
liabilities, and a stockholders' deficit of $810,752.

The Company said, "We have failed to comply with the terms and
conditions of our debt obligations.  As a result, debt holders can
initiate litigation against us.  If successful, we risk
significant liability which will also impact our ongoing business
activities.  In addition, outstanding creditors could file an
involuntary bankruptcy petition and if successful, we would have
to liquidate our assets and cease operations."

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

                       http://is.gd/sQcxAk

Hallandale, Florida-based Adrenalina, during 2008, operated a
retail entertainment, media and publishing company that focused on
the nature and wellness lifestyle surrounding outdoor, adventure
and extreme sports.

At Dec. 31, 2008, the Company had three operating retail stores.
After Dec. 31, 2008, and as a result of the economic recession the
Company had insufficient working capital for expansion.  In
addition, several of the Company's prospective landlords /
developers were unable to deliver the anticipated retail space and
as of Dec. 31, 2011, all of the Company's retail expansion plans
were curtailed and its retail stores were either closed or
disposed of at various times through Dec. 31, 2011.

The Company's current business strategy is to pursue opportunities
in the fragrance field.  In furtherance thereof, the Company has
signed two celebrity exclusive licensing agreements.


AFA FOODS: Has 7-Member Creditors Committee
-------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven members to the official committee of unsecured
creditors in the Chapter 11 cases of AFA Investment Inc., AFA
Foods and their debtor-affiliates.  The committee members are:

          1. Orleans International, Inc.
             Attn: Lori Wigler
             30600 Northwestern Highway, #300
             Farmington Hills, MI 48334
             Tel: 248-855-5556
             Fax: 248-855-5668

          2. JBS USA, LLC
             Attn: Colin Cole
             1770 Promontory Circle
             Greeley, CO 80634
             Tel: 970-506-7570
             Fax: 970-336-6182

          3. San Angelo Packing Co., Inc.
             Attn: Amy Stokes
             PO Box 1469
             San Angelo, TX 76902
             Tel: 325-653-6951
             Fax: 325-658-7272

          4. ASC Meyners
             Attn: Richard Atkinson
             5140 Palm Valley Rd.
             Ponte Vedra Beach, FL 32082
             Tel: 904-285-2700
             Fax: 904-285-4490

          5. International Paper Co.
             Attn: Ana Hughes
             6400 Poplar Ave.
             Memphis, TN 38197
             Tel: 901-419-9000
             Fax: 901-214-0877

          6. Lawrence Wholesale, LLC
             Attn: Robert Francis
             4353 Exchange Ave.
             Vernon, CA 90058
             Tel: 323-235-7535
             Fax: 323-235-6920

          7. Sealed Air Corporation
             Attn: Michael Wallace
             PO Box 464
             Duncan, SC 29334
             Tel: 864-433-2465
             Fax: 864-433-2967

The Committee is being represented by:

          Sean D. Malloy, Esq.
          Scott N. Opincar, Esq.
          McDONALD HOPKINS LLC
          600 Superior Avenue, East, Suite 2100
          Cleveland, OH 44114
          Tel: (216) 348-5400
          Fax: (216) 348-5474
          E-mail: smalloy@mcdonaldhopkins.com
                  sopincar@mcdonaldhopkins.com

                       About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. 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.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.


AMEREN ENERGY: Moody's Lowers Sr. Unsecured Debt Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of Ameren Energy Generating Company to Ba3 from Ba2. The rating
outlook is negative. This concludes the review of Ameren Genco's
ratings initiated on March 29, 2012. Moody's affirmed the rating
and stable outlook of Ameren Corporation (Ameren - Baa3 senior
unsecured).

Ratings Rationale

"The downgrade of Ameren Genco's ratings reflects the company's
more constrained but still adequate liquidity position following
the execution of a two-year Put Option Agreement allowing it to
raise $100 million within one business day by exercising an option
to sell three gas plants to an affiliate", said Michael G.
Haggarty, Senior Vice President. The Put Option Agreement allows
Ameren Genco to sell three of its natural gas combustion turbine
plants to Ameren Energy Resources Generating Company (AERG -
unrated) for the greater of $100 million or the fair market value
of the plants as determined by a third-party valuation process.
The obligation of AERG to purchase these assets upon exercise of
the put option is guaranteed by Ameren.

This unusual arrangement will partially replace the liquidity
provided by its $500 million bank credit facility, where
borrowings are becoming increasingly restricted because of
covenant limitations. Under Ameren Genco's bond indenture, the
company may not borrow any additional funds from external, third-
party sources (including its bank credit facility) if its interest
coverage falls below 2.5x or debt to capital rises above 60%.
Based on projections of operating results and cash flows as of
December 31, 2011, the company expects to be below the required
2.5 interest coverage threshold, precluding any borrowings under
the credit facility, by the end of the first quarter of 2013.

The maintenance of Ameren Genco's rating at the Ba3 rating level
recognizes not only the financial flexibility provided by the Put
Option Agreement, but also the tangible financial support provided
by the Ameren parent company, which guarantees the obligation of
affiliate AERG under the Put Option Agreement. The parent company
also provides critical power sales and marketing support to Ameren
Genco through Ameren Energy Marketing Company, which has limited
collateral calls and other contingent calls on Ameren Genco's
liquidity as its credit quality and credit ratings have
deteriorated. Ameren Genco can also continue to access funds under
Ameren's non-state regulated subsidiary money pool, to which it
had advanced $74 million as of December 31, 2011. However, Ameren
has indicated that any additional borrowings from the money pool
would be dependent on consideration by the parent company of the
facts and circumstances existing at the time.

Without the liquidity provided by the Ameren guaranteed Put Option
Agreement and the power sales and marketing support provided by
Ameren Energy Marketing Company, Ameren Genco would exhibit much
less financial flexibility in the face of continued low power
prices, deteriorating financial metrics, environmental capital
expenditures, as well as the lack of capacity payments in the
market in which it operates. The execution of the Put Option
Agreement provides Ameren Genco critical time for current power
market conditions to improve before it decides on whether to
resume the installation of scrubbers at its Newton power plant,
which it recently postponed.

The negative outlook reflects Moody's view that low power prices
are likely to continue for some time, making it increasingly
difficult for merchant coal generators to remain competitive, even
in heavily coal dependent areas like southern Illinois, especially
when environmental compliance costs are taken into consideration.
Barring a substantial improvement in power prices or the
institution of a viable capacity market within the Midwest
Independent System Operator (MISO), regional merchant coal fired
generators like Ameren Genco are at a particular disadvantage. The
ability of Ameren Genco to reverse declining financial trends
through additional expense reductions, capital expenditure
deferrals, or other alternatives is extremely limited. As a
result, the company may not have sufficient resources to complete
the installation of scrubbers at its Newton plant, increasing the
possibility that generation dispatch could be constrained by
tightening Illinois multi-pollutant standards as early as 2015.

The affirmation of the ratings and stable outlook of the parent
company Ameren considers the modest $425 million of debt at the
parent company level, the Baa2 rating (senior unsecured) and
stable rating outlook of its largest subsidiary, Ameren Missouri,
and Moody's recent positive rating action on Ameren Illinois (Baa3
senior unsecured), with its ratings currently under review for
possible upgrade. The affirmation of the parent company also
considers the relatively small contribution of Ameren Genco to
Ameren's overall cash flow and risk profile compared to its
regulated utility subsidiaries; and the parent's thus far limited
and measured support for Ameren Genco and Moody's expectation that
it will not provide any material capital contributions or other
direct financial support to this subsidiary.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.

Ratings downgraded include:

Ameren Genco senior unsecured debt to Ba3 from Ba2:

Ameren Genco senior unsecured bank credit facility to Ba3 from
Ba2.

Ratings affirmed include:

Ameren Corporation's Baa3 senior unsecured and Issuer Rating and
Prime-3 short-term rating for commercial paper.

Ameren Energy Generating Company, headquartered in Collinsville,
Illinois is a merchant generating subsidiary of Ameren
Corporation, a public utility holding company headquartered in St.
Louis, Missouri.


AMERICAN MEDICAL: A.M. Best Reviews 'bb-' Issuer Credit Rating
--------------------------------------------------------------
A.M. Best Co. has placed under review with negative implications
the financial strength rating of B- (Fair) and issuer credit
rating of "bb-" of American Medical and Life Insurance Company
(AMLI) (New York, NY).  AMLI is a wholly owned subsidiary of TREK
Holdings, Inc.

The rating actions reflect the recent suspension of AMLI's
insurance license by the Michigan Office of Insurance and
Financial Regulation following the company's recent negative media
coverage surrounding the distribution of its limited medical
products.  While AMLI's presence in Michigan is limited, A.M. Best
is concerned about its potential future liability related to these
events and its exposure to future license suspensions by other
state insurance regulators.

AMLI's ratings will remain under review with negative implications
until A.M. Best has completed further dialogue with the company
and has had an opportunity to better assess the ultimate impact of
these events on its strategic business plans, its liability and
the impact on its financial statements, the potential for
additional state regulatory actions and management's corrective
action plans.  A.M. Best notes that AMLI's ratings may incur
downward rating pressure based on the results of these
assessments.

AMLI markets primarily limited medical insurance products chiefly
to associations.


AS SEEN ON TV: Amendment No. 7 to 10MM Common Shares Offering
-------------------------------------------------------------
As Seen On TV, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.7 to Form S-1 registration statement
relating to periodic offers and sales of 10,257,045 shares of
common stock by the selling security holders which includes:

   -- up to 3,544,545 shares of common stock issued and
      outstanding as of the date of this prospectus;

   -- up to 2,237,500 shares of common stock issuable upon the
      possible exercise of our Series A Warrants;

   -- up to 2,237,500 shares of common stock issuable upon the
      possible exercise of our Series B Warrants; and

   -- up to 2,237,500 shares of common stock issuable upon the
      possible exercise of our Series C Warrants.

The Company will not receive any of the proceeds from the sale of
common stock covered under this prospectus.  To the extent the
warrants are exercised on a cash basis, the Company will receive
proceeds of the exercise price.  The Company intends to use those
proceeds for working capital and other general corporate purposes.
The shares of common stock are being offered for sale by the
selling security holders at prices established on the OTC Markets
during the term of this offering.  These prices will fluctuate
based on the demand for the shares of common stock.

The Company's common stock is quoted on the OTC Markets under the
symbol "ASTV".

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

                        http://is.gd/RM0u4E

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

The Company reported a net loss of $10.20 million on $3.35 million
of revenue for the nine months ended Dec. 31, 2011, compared with
a net loss of $1.22 million on $848,941 of revenue for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed
$13.27 million in total assets, $32.73 million in total
liabilities, all current, and a $19.46 million total stockholders'
deficiency.

EisnerAmper LLP, in Edison, New Jersey, expressed substantial
doubt about the Company's ability to continue as a going concern,
following the Company's results for the fiscal year ended
March 31, 2011.  The independent auditors noted of the Company's
recurring losses from operations and negative cash flows from
operations.


ASPENBIO PHARMA: GHP Horwath Raises Going Concern Doubt
-------------------------------------------------------
AspenBio Pharma, Inc., has filed its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2011.

GHP Horwath, P.C., in Denver, Colorado, expressed substantial
doubt about AspenBio Pharma's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative cash flows from operations.

The Company reported a net loss of $10.2 million on $219,420 of
sales for 2011, compared with a net loss of $13.3 million on
$370,229 of sales for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $8.7 million
in total assets, $4.9 million in total liabilities, and
stockholders' equity of $3.8 million.

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

                       http://is.gd/DvnmYZ

Castle Rock, Colo.-based AspenBio Pharma, Inc., is advancing
products that address unmet human diagnostic and animal health
therapeutic needs.  AspenBio was formed in August 2000 as a
Colorado corporation to produce purified proteins for diagnostic
applications.

The Company's primary focus is on advancing AppyScore(TM), its
human diagnostic test to aid in the risk management of acute
appendicitis, toward commercialization.


AUSTRALIAN-CANADIAN OIL: KWCO P.C. Raises Going Concern Doubt
-------------------------------------------------------------
Australian-Canadian Oil Royalties Ltd. filed on April 12, 2012,
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

KWCO, P.C., in Odessa, Texas, expressed substantial doubt about
Australian-Canadian Oil Royalties' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations and has limited capital
resources.

The Company reported a net loss of US$262,283 on US$125,726 of oil
and gas revenues for 2011, compared with a net loss of US$147,311
on US$77,652 of oil and gas revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
US$1.23 million in total assets, US$343,564 in total current
liabilities, and stockholders' equity of US$883,786.

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

                       http://is.gd/z8q2D0

Cisco, Texas-based Australian-Canadian Oil Royalties Ltd. was
incorporated in British Columbia, Canada, in April of 1997.  The
business of ACOR during 2011 was to work on its existing Working
Interest projects as well as study the oil and gas exploration
acreage available in Australia in basins that demonstrate a high
probability of success with the maximum rate of return for dollars
invested.


BIDZ.COM INC: Marcum LLP Raises Going Concern Doubt
---------------------------------------------------
BIDZ.com, Inc., has filed its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2011.

Marcum LLP, in Los Angeles, California, expressed substantial
doubt about BIDZ.com's ability to continue as a going concern.
The independent auditors noted that the Company has experienced a
significant decline in net revenue and sustained negative cash
flows and losses from operations.

The Company reported a net loss of $7.0 million on $86.4 million
of revenues for 2011, compared with a net loss of $1.4 million on
$104.8 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $37.6 million
in total assets, $14.7 million in total current liabilities, and
stockholders' equity of $22.9 million.

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

                       http://is.gd/Ug6Bg5

Culver City, California-based BIDZ.com, Inc., is an online
retailer of jewelry, watches, accessories and other brand name
merchandise featuring a live auction format on bidz.com.


BRUCE WEATHERS: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bruce T. Weathers
        107 Eaton Court
        Franklin, TN 37064

Bankruptcy Case No.: 12-03428

Chapter 11 Petition Date: April 10, 2012

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: E. Covington Johnston, Esq.
                  JOHNSTON & STREET
                  236 Public Square, Suite 103
                  Franklin, TN 37064
                  Tel: (615) 791-1819
                  Fax: (615) 791-1418
                  E-mail: ecjohnston@jandslaw.net

Scheduled Assets: $721,468

Scheduled Liabilities: $6,957,391

The Debtor's list of its seven largest unsecured creditors filed
with the petition is available for free at:

           http://bankrupt.com/misc/tnmb12-03428.pdf


CAESARS ENTERTAINMENT: Has 10MM Distribution Pact with Citigroup
----------------------------------------------------------------
Caesars Entertainment Corporation, on April 12, 2012, entered into
an Equity Distribution Agreement with Citigroup Global Markets
Inc. and Credit Suisse Securities (USA) LLC, as sales agent or
principal, pursuant to which the Company may issue and sell up to
10,000,000 shares of the Company's common stock from time to time.

Sales of the Shares, if any, made under the Distribution Agreement
will be made by means of ordinary brokers' transactions, in block
transactions, or as otherwise agreed upon by the Manager and the
Company.  The Shares have been registered under the Securities Act
of 1933, as amended, pursuant to a Registration Statement on Form
S-3 (Registration No. 333-180115) of the Company, as supplemented
by the Prospectus Supplement dated April 12, 2012, relating to the
Shares, filed with the Securities and Exchange Commission pursuant
to Rule 424(b) of the Securities Act on April 12, 2012.

A copy of the Equity Distribution Agreement is available at:

                        http://is.gd/iErGCz

                    About Caesars Entertainment

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

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

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

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

                           *     *     *

As reported by the TCR on March 28, 2012, Moody's Investors
Service upgraded Caesars Entertainment Corp's Corporate Family
Rating (CFR) and Probability of Default Rating both to Caa1 from
Caa2.  The report says the upgrade of Caesars' ratings reflects
very good liquidity, an improving operating outlook for gaming in
a number of the company's largest markets that is expected to
drive earnings growth, the completion of a bank amendment that
resulted in the extension of debt maturities to 2018 from 2015,
and the public listing of the company's equity that increases
financial flexibility by providing it with another potential
source of capital.


CANO PETROLEUM: Can Employ Thompson & Knight as Counsel
-------------------------------------------------------
Judge Barbara J. Houser has authorized Cano Petroleum, Inc., on a
final basis, to employ Thompson & Knight LLP as counsel.

The Debtors have chosen T&K because of its extensive experience,
knowledge and established reputation in energy reorganizations and
debt restructurings under chapter 11 of the Bankruptcy Code.  T&K
has extensive experience and knowledge in the field of business
reorganizations pursuant to chapter 11 of the Bankruptcy Code.

T&K has represented the Debtors since May 2009 and has become
familiar with the Debtors' business operations and financial
affairs, as well as many of the legal issues that are likely to
arise during the course of the Case.  The Debtors said that if
they are required to retain counsel other than T&K, they will
incur additional expense and delay.  Accordingly, the Debtors
believe T&K will provide the most efficient representation
available to the Debtors.

The legal services that T&K will render are:

     A. advising the Debtors of their rights, powers, and duties
        as debtors-in- possession under the Bankruptcy Code;

     B. advising the Debtors concerning, and assisting in, the
        negotiation and documentation of financing agreements,
        debt restructurings, and asset securitization;

     C. reviewing the nature and validity of agreements relating
        to the Debtors' interests in real and personal property
        and advising the Debtors of their corresponding rights and
        obligations;

     D. reviewing the nature and validity of liens or claims
        asserted against the Debtors' property and advising the
        Debtors concerning the enforceability of those liens and
        claims;

     E. advising the Debtors concerning preference, avoidance,
        recovery, or other actions that it may take to collect and
        to recover property for the benefit of the estates and
        their creditors, whether or not arising under chapter 5 of
        the Bankruptcy Code;

     F. preparing on the Debtors' behalf all necessary and
        appropriate applications, motions, pleadings, draft
        orders, notices, schedules, statements, and other
        documents, and reviewing all financial and other reports
        to be filed in the Case;

     G. advising the Debtors concerning, and preparing responses
        to, applications, motions, complaints, pleadings, notices,
        and other papers that may be filed and served in the Case;

     H. counseling the Debtors in connection with the formulation,
        negotiation, and promulgation of a plan of reorganization
        and related documents;

     I. performing all other legal services for and on the
        Debtors' behalf that may be necessary or appropriate in
        the administration of the Case and the Debtors'
        businesses;

     J. working with and coordinating efforts among other
        professionals, including co-counsel and other special
        counsels as may be retained by the Debtors, to attempt to
        preclude any duplication of effort among those
        professionals and to guide their efforts in the overall
        framework of the Debtors' reorganization; and

     K. working with professionals retained by other parties-in-
        interest in the Case to attempt to structure a sale of the
        Debtors' assets or consensual plan of reorganization for
        the Debtors.

The Debtors paid T&K a retainer of roughly $250,000 in connection
with this matter.  In addition to the retainer, total pre-petition
payments aggregate $935,276 for bankruptcy services rendered on
the Debtors' behalf in connection with the Case.  This amount was
paid from the Debtors' operating cash funds.

The hourly rates of the T&K attorneys expected to perform legal
services are $315 for the most junior associate who is likely to
work on these matters to $740 for the most senior partner who is
likely to work on these matters.  The standard hourly rate of the
T&K professionals to perform services ranges from $125 to $740.
Additionally, the Debtors have agreed to reimburse T&K for its
out-of-pocket expenses for rendering services.

David M. Bennett, Esq., assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Cano Petroleum

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

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

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

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

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

NBI, the stalking horse bidder, is represented by Gary M.
McDonald, Esq., and Chad J. Kutmas, Esq., at McDonald, McCann &
Metcalf LLP.


CANO PETROLEUM: Can Employ Kane Russell to Examine Liens
--------------------------------------------------------
Judge Barbara Houser has authorized Cano Petroleum, Inc., to
retain the law firm of Kane Russell Coleman & Logan PC as special
counsel to assist the Debtors with issues solely relating to the
investigation and analysis of the extent, validity, priority and
perfection of asserted prepetition liens and security interests of
and claims against the Senior Secured Lenders and the holders of
the Junior Secured Debt.

The hourly rates of KRCL attorneys expected to perform legal
services generally range from $550 to $250 for partners and
associates.  The hourly rate of the paraprofessionals expected to
perform services generally range from $175 to $165.  In addition,
the Debtors have agreed to reimburse KRCL for its out-of-pocket
expenses for rendering services.

Joseph M. Coleman, Esq., assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The lead attorney from KRCL in connection with the investigation
is:

         Joseph M. Coleman, Esq.
         KANE RUSSELL COLEMAN & LOGAN PC
         1601 Elm Street
         Dallas, Texas 75201
         Tel: (214) 777-4200
         Fax: (214) 777-4299
         E-mail: ecf@krcl.com

                       About Cano Petroleum

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

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

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

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

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

NBI, the stalking horse bidder, is represented by Gary M.
McDonald, Esq., and Chad J. Kutmas, Esq., at McDonald, McCann &
Metcalf LLP.


CARMIKE CINEMAS: Moody' Rates $210-Mil. Second Lien Bonds 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$210 million second lien bonds of Carmike Cinemas, Inc. and a Ba2
rating to its proposed $25 million first lien revolver. Proceeds
from the transaction will primarily refund its existing first lien
term loan (approximately $200 million outstanding). Moody's also
affirmed Carmike's B2 corporate family rating and stable outlook.

The proposed debt structure increases operating flexibility
compared to the existing credit agreement, and Moody's expects
management to pursue a more growth oriented approach, a departure
from its focus on debt reduction over the past several years. This
new strategy elevates risk somewhat, but Moody's expects the
company to manage to a credit profile appropriate for the B2 CFR.
Furthermore, the recent equity issuance (approximately $55 million
net proceeds) creates the capacity to expand without raising
incremental debt.

Moody's also assigned an SGL-1 speculative grade liquidity rating
to Carmike. Balance sheet cash of approximately $72 million pro
forma for the transactions supports "very good" liquidity for
Carmike.

The transaction favorably extends the maturity profile and is
unlikely to materially impact annual interest expense. Gross
leverage remains at almost 6 times debt-to-EBITDA, but net
leverage improves to the low 5 times range from the high 5 times
pro forma for both the debt and equity transactions.

A summary of the rating actions follows.

Carmike Cinemas, Inc.

    Corporate Family Rating, Affirmed B2

    Probability of Default Rating, Upgraded to B2 from B3

    Assigned Ba2, LGD1, 5% to $25 million First Lien Credit
    Facility

    Assigned B2, LGD3, 47% to $210 million Second Lien Bonds

    Assigned SGL-1 Speculative Grade Liquidity Rating

Ratings Rationale

High leverage (almost 6 times debt-to-EBITDA) affords minimal
flexibility to manage the inherent volatility of operating in an
industry reliant on movie studios for product to drive the
attendance that leads to cash flow from admissions and
concessions. Carmike's B2 CFR incorporates this risk, but very
good liquidity (pro forma for the proposed debt transaction and
the equity offering) enables the company to better manage it. The
track record of positive free cash flow, which Moody's expects to
continue, also supports the rating. Lack of scale and EBITDA
margins below peers constrain the rating. However, Moody's
attributes the lower EBITDA margins partially to the small to mid-
size markets Carmike targets, which have less competition from
both other theater operators and alternative entertainment
options. Also, despite variability related to film popularity and
low-to-negative growth prospects, Moody's considers the theater
industry to be relatively stable over the long term, with
typically only modest impact from economic conditions.

Moody's also upgraded Carmike's probability of default rating to
B2 from B3 to incorporate the lower default risk of the revised
capital structure, in accordance with Moody's Loss Given Default
Methodology. The proposed capital structure contains significantly
less restrictive covenants and includes first lien bank debt and
second lien bonds, compared to the prior capital structure of
first lien bank debt only. In Moody's opinion, lenders in first
lien only capital structures would likely exercise the control
provided by covenants to cause a default sooner to preserve value,
given the absence of junior capital to absorb loss.

The stable outlook assumes Carmike will sustain leverage below 6
times debt-to-EBITDA, with some volatility based on box office
performance, and will continue to generate positive free cash
flow. The outlook incorporates tolerance for modest acquisitions,
which Moody's does not believe would materially impact leverage,
but a transformative acquisition leading to leverage sustained
above 6 times would likely warrant a negative rating action.

Leverage sustained above 6 times, whether due to debt funded
acquisitions or deteriorating performance, could result in a
downgrade. Inability to generate positive free cash flow on a
sustained basis or to maintain good liquidity would also likely
have negative rating implications. Equity oriented actions such as
a dividend would not necessarily lead to a negative rating action
provided Moody's expected continued positive free cash flow.

The lack of scale and expectations that any significant
improvement in the operating profile would likely result in equity
returns rather than material improvement in the credit profile
limit upward momentum. However, Moody's would consider a positive
rating action with expectations for leverage sustained below 5
times debt-to-EBITDA, sustained free cash flow in excess of 5% of
debt, and maintenance of a good liquidity profile.

Carmike's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Carmike's core industry and
believes Carmike's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Headquartered in Columbus, Georgia, Carmike Cinemas, Inc. operates
237 cinema theatres with 2,254 screens located in 35 states,
primarily in small to mid-sized communities. Its annual revenue is
approximately $500 million.


CARMIKE CINEMAS: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Columbus, Ga.-based movie exhibitor Carmike Cinemas Inc.
to 'B' from 'B-'. The rating outlook is stable.

"At the same time, we assigned the company's proposed $25 million
revolving credit facility due 2016 an issue-level rating of 'BB-'
(two notches higher than the 'B' corporate credit rating) with a
recovery rating of '1', indicating our expectation of very high
(90%-100%) recovery for lenders in the event of a payment
default," S&P said.

"We also assigned the proposed $210 million of senior secured
notes due 2019 an issue-level rating of 'B' (at the same level as
the corporate credit rating) with a recovery rating of '3',
indicating our expectation of meaningful (50%-70%) recovery for
lenders in the event of a default," S&P said.

"The rating on the existing senior secured debt, which we expect
to be repaid with net proceeds from the transaction, was also
raised by one notch, to 'B' from 'B-', in accordance with the
upgrade. The recovery rating remains unchanged at '4', indicating
our expectation of average (30%-50%) recovery for lenders in the
event of a default," S&P said.

"The upgrade reflects Carmike's improved performance over the past
few quarters and its improved liquidity position," explained
Standard & Poor's credit analyst Jeanne Shoesmith. "We expect the
company will be able to maintain adequate liquidity and leverage
below 6.0x, despite volatility in the box-office performance."

"The 'B' rating on the company reflects still-high debt leverage
and more volatile performance than that of its peers. High
leverage, along with the company's plan to increase capital
spending, underpins our view that Carmike's financial profile is
'highly leveraged,' as per our criteria. We assess Carmike's
business profile as 'weak,' given the mature nature of the movie
exhibition industry, the company's dependence on box-office
performance, and Carmike's business volatility," S&P said.

"Based on screen count, Carmike is the fourth-largest theater
chain in the U.S., with 2,254 screens at 237 theaters in 35
states, and it has installed 3-D screens throughout its circuit.
However, on average we believe Carmike's theaters are less modern
than those of other leading chains, and we believe they would be
more prone to attendance deterioration if faced with new
competition. Also, many of its venues do not have a large number
of screens, which would provide a wider selection of films and
show times. Many screens lack stadium seating, a feature popular
with moviegoers. About half of Carmike's non-discount or first-run
theaters have stadium seating. The company's theaters are
primarily located in small- to midsize markets in the Southeast
and Midwest, where film preferences tend to be narrower," S&P
said.

"Carmike has outperformed the domestic box office over the past
few quarters because of more favorable Hollywood content,
operational initiatives including the closing down of
underperforming theaters, and easier comparisons. We still
expect that the company will likely remain a more volatile
performer than the U.S. movie exhibition industry as a whole,
because of its geographic concentration. Like other players,
Carmike is exposed to increasing competition from the
proliferation of entertainment alternatives, such as iTunes and
Netflix. We recognize the risk that longer-term performance could
suffer from studios releasing films to premium video-on-demand
platforms within the traditional theatrical release window," S&P
said.

"Under our base-case scenario, we expect revenue to increase at
low- to mid-single-digit percentage rate and EBITDA to increase at
low-double-digit rate in 2012, benefiting from the acquisition of
a small theater chain, the opening of additional theaters, and
strong box-office performance in the first quarter of the year. We
expect total attendance to increase this year because of growth in
the number of theaters and the strong box-office results thus far
in 2012. Beyond 2012, we expect attendance per screen will decline
at a low-single-digit rate because of attendance erosion from
competing forms of entertainment. We also expect ticket price
growth to normalize to a low-single-digit rate of growth in 2012.
We expect EBITDA margins to decrease slightly because of a decline
in concession margins associated with expanded lower-margin
offerings and growth in operating expenses that is outpacing
revenue growth," S&P said.


CENTAUR HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew all its
ratings on U.S. gaming operator Centaur Holdings LLC, including
its preliminary 'B' corporate credit rating, preliminary 'BB-'
issue-level rating, and preliminary '1' recovery rating. "In
March, the company announced a revised proposal for a $180 million
senior secured credit facility, with proceeds used to refinance
its existing first-lien term loan. The ratings withdrawal reflects
the decision by the company to no longer pursue its refinancing
plans at this time," S&P said.


CERTENEJAS INCORPORADO: Files for Chapter 11 in Puerto Rico
-----------------------------------------------------------
Certenejas Incorporado filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 12-02806) in Old San Juan, Puerto Rico, on April 11,
2012.

The Debtor disclosed $27.68 million in assets and $45.29 million
in debts as of the Chapter 11 filing.

Banco Popular de Puerto Rico is owed $40.42 million on account of
secured bank loans with mortgages over the Debtor's properties.
According to the schedules, the unsecured portion of the claim is
$14.01 million.

The Debtor owns these motels or short-term guest houses:

  (1) Hotel Flor Del Valle in Cidra, Puerto Rico, valued at
      $6.8 million.

  (2) Motel El Eden at Juana Diaz, Puerto Rico, valued at
      $4.45 million.

  (3) Motel Molino Azul at Vega Baja, Puerto Rico, valued at
      $3.47 million.

  (4) Motel Molino Rojo at Vega Baja, Puerto Rico, valued at
      $2.79 million.

  (5) Motel Las Palmas, in Rio Grande, Puerto Rico, valued at
      $4.25 million.

  (6) Motel El Rio, in Rio Grande, Puerto Rico, valued at
      $3.33 million.

The Debtor also owns a parcel of land in Rio Grande, Puerto Rico,
valued at $1.45 million.

A copy of the schedules filed with the petition is available for
free at http://bankrupt.com/misc/prb12-02806.pdf


CITY NATIONAL: Four Directors Elected at Annual Meeting
-------------------------------------------------------
City National Bancshares Corporation disclosed that, on Aug. 18,
2011, held its annual meeting of shareholders at which the
shareholders voted:

   (i) for the election of Eugene Giscombe and Louis E. Prezeau to
       serve until the Company's 2014 Annual Meeting of
       Shareholders, for the election of Alfonso L Carney, Jr., to
       serve until the Company's 2013 Annual Meeting of
       Shareholders, and for the election of Preston D. Pinkett
       III to serve until the Company's 2012 Annual Meeting of
       Shareholders;

  (ii) in a non-binding advisory vote for the approval of the
       Company's executive compensation; and

(iii) for the ratification of the appointment of KPMG LLP as the
       Company's independent registered public accounting firm for
       the 2011 fiscal year ending Dec. 31, 2011.

                  About City National Bancshares

Newark, New Jersey-based City National Bancshares Corporation is a
New Jersey corporation incorporated on Jan. 10, 1983.  City
National Bank, a wholly-owned subsidiary of CNBC, is a national
banking association chartered in 1973 under the laws of the United
States of America and has one subsidiary, City National
Investments, Inc., an investment company which holds, maintains
and manages investment assets for CNB.  CNB provides a wide range
of retail and commercial banking services through its retail
branch network, although the primary focus is on establishing
commercial and municipal relationships.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $4.0 million on $8.0 of net interest income,
compared with a net loss of $3.2 million on $9.9 million of net
interest income for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed
$349.2 million in total assets, $328.2 million in total
liabilities, and stockholders' equity of $20.9 million.

As reported in the Troubled Company Reporter on June 1, 2011, KPMG
LLP, in Short Hills, New Jersey, expressed substantial doubt about
City National Bancshares' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2010.  The independent auditors noted that the Company has
suffered recurring losses from operations and has entered into a
consent order with the Office of the Comptroller of the Currency.


CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 79.94 cents-on-the-dollar during the week ended Friday, April
13, 2012, a drop of 0.97 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Jan. 30, 2016, and carries Moody's Caa1 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 156 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                        About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

Clear Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010.  The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.
The Company's balance sheet at Dec. 31, 2011, showed $16.54
billion in total assets, $24.01 billion in total liabilities and a
$7.47 billion total member's deficit.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.


CLEARWIRE CORP: Intel Files Amendment No. 12 to Schedule 13D
------------------------------------------------------------
Intel Corporation disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that effective as of April 12,
2012, it filed with the Delaware Secretary of State a Certificate
of Merger, pursuant to which Intel Entity B and Intel Entity C
were merged with and into Intel Entity A, with Intel Entity A
being the surviving corporation.  As a result of that merger, the
shares of Class B Common Stock and Class B Common Units that were
held of record by Intel Entity B and Intel Entity C prior to that
merger are now held of record by Intel Entity A.  The merger did
not affect Intel Corporation's beneficial ownership of the shares
of Class A Common Stock.

As of April 12, 2012, Intel Corporation beneficially owns
94,076,878 shares of Class A common stock of Clearwire
representing 18.2% of the shares outstanding.

A copy of the filing is available for free at:

                        http://is.gd/F5BRx8

                    About Clearwire Corporation

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

Clearwire reported a net loss a net loss attributable to the
Company of $717.33 million on $1.25 billion of revenue in 2011, a
net loss attributable to the Company of $487.43 million on $535.10
million of revenue in 2010, and a net loss attributable to the
Company of $325.58 million on $243.77 million of revenue in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $8.84 billion
in total assets, $5.19 billion in total liabilities and $3.64
billion in total stockholders' equity.

                           *     *     *

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

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


COGDELL SPENCER: Deloitte & Touche Raises Going Concern Doubt
-------------------------------------------------------------
Cogdell Spencer Inc. has filed its annual report on Form 10-K for
the fiscal year ended Dec. 31, 2011.

Deloitte & Touche LLP, in McLean, Virginia, expressed substantial
doubt about Cogdell Spencer's ability to continue as a going
concern.  The independent auditors noted that in the event certain
transactions do not occur, the Company may not remain in
compliance with its required fixed charge coverage ratio related
to its secured revolving credit facility and its secured term loan
facility and then would be in default under the facilities'
agreements and may be required to repay the outstanding balances.

On Dec. 24, 2011, the Company entered into an Agreement and Plan
of Merger with its Operating Partnership, Ventas, Inc., a Delaware
corporation, TH Merger Corp, Inc., a Maryland corporation and
Ventas' wholly owned subsidiary -- MergerSub -- and TH Merger Sub,
LLC, a Delaware limited liability company and Ventas' wholly owned
subsidiary -- OP MergerSub.  The merger agreement provides for the
merger of the Company with MergerSub -- Company Merger -- and the
merger of OP MergerSub with and into the OP.  The Agreement and
Plan of Merger would result in all outstanding shares of common
and preferred stock being immediately canceled and converted to
the right to receive cash.

The Company also entered into a separate agreement for the sale of
its design-build business.  The completion of each of the
transactions is contingent on the other transaction occurring.

The Company reported a net loss of $35.1 million on $178.5 million
of revenues for 2011, compared with a net loss of $118.6 million
on $182.4 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$692.1 million in total assets, $529.8 million in total
liabilities, and stockholders' equity of $162.3 million.

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

                       http://is.gd/G3t3sI

Charlotte, North Carolina-based Cogdell Spencer Inc. is a real
estate investment trust focused on planning, owning, developing,
constructing, and managing healthcare facilities.  As of Dec. 31,
2011, the Company owned and/or managed 118 medical office
buildings and healthcare related facilities, totaling roughly
6.2 million net rentable square feet.


COMBIMATRIX CORP: Haskell & White Raises Going Concern Doubt
------------------------------------------------------------
CombiMatrix Corporation has filed its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2011.

Haskell & White LLP, in Irvine, Calif., expressed substantial
doubt about CombiMatrix Corporation's ability to continue as a
going concern.  The independent auditors noted that the Company
has a history of incurring net losses and net operating cash flow
deficits.

The Company reported a net loss of $7.6 million on $4.6 million
of revenue for 2011, compared with a net loss of $13.1 million on
$3.6 million of revenue for 2009.

The Company's balance sheet at Dec. 31, 2011, showed $9.4 million
in total assets, $1.3 million in total liabilities, and
stockholders' equity of $8.1 million.

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

                       http://is.gd/alNNaj

Irvine, Calif.-based CombiMatrix Corporation is a molecular
diagnostics company that operates primarily in the field of
genetic analysis and molecular diagnostics through its wholly
owned subsidiary, CombiMatrix Molecular Diagnostics, Inc.  CMDX
operates as a diagnostics reference laboratory, providing DNA-
based clinical diagnostic testing services to physicians,
hospitals, clinics and other laboratories in the areas of pre-and
postnatal development disorders and hematology/oncology genomics.


COMMERCE PROTECTIVE: A.M Best Withdraws 'bb' Issuer Credit Rating
-----------------------------------------------------------------
A.M. Best Co. has withdrawn the financial strength rating (FSR) of
B (Fair) and issuer credit rating (ICR) of "bb" of Commerce
Protective Insurance Company (CPIC) (Elizabethtown, PA).  These
actions reflect the December 21, 2011 acquisition of CPIC by
KnightBrook LLC and the subsequent merger of CPIC into its
subsidiary, KnightBrook Insurance Company (KBIC) (Valley View,
PA).  Currently, KBIC has an FSR of A- (Excellent) and an ICR of
"a-".

Prior to the acquisition, CPIC primarily wrote commercial auto
physical damage, liability and motor truck cargo coverages for
owner-operated trucks, tractors and trailers and small fleets
largely in West Virginia.  This business is expected to complement
the existing book of commercial automobile business written by
KBIC, along the Eastern Seaboard.


COMVERGE INC: PwC LLP Raises Going Concern Doubt
------------------------------------------------
Comverge, Inc., filed on March 15, 2012, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2011.

PricewaterhouseCoopers LLP, in Atlanta, Georgia, expressed
substantial doubt about Stereotaxis' ability to continue as a
going concern.  The independent auditors noted that the
combination of the expected operating performance, the amount of
cash flow that is expected from operations, debt that is due in
2012, and the restrictive debt covenants with which the Company
may not comply, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $12.8 million on $136.4 million
of revenues for 2011, compared with a net loss of $31.3 million on
$119.4 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$105.4 million in total assets, $68.4 million in total
liabilities, and stockholders' equity of $37.0 million.

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

                       http://is.gd/0tvJQ8

Norcross, Georgia-based Comverge, Inc., is a provider of
intelligent energy management, or IEM, solutions that empower
utilities, commercial and industrial customers, and residential
consumers to use energy in a more effective and efficient manner.


CONSTRUCTORA DE HATO: Case Summary & Creditors List
---------------------------------------------------
Debtor: Constructora De Hato Rey Incorporada
          aka Constructora Hato Rey
        P.O. Box 364226
        San Juan, PR 00936-4226

Bankruptcy Case No.: 12-02876

Chapter 11 Petition Date: April 13, 2012

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

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

Scheduled Assets: $10,761,724

Scheduled Liabilities: $6,855,877

The petition was signed by Waldemar Carmona Gonzalez, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Banco Santander Puerto Rico        Co-Debtor in         $3,526,459
GPO Box 362589
San Juan, PR 00936-2599

Doral Mortgage Corp.               Mortgage Loan          $303,127
P.O. Box 71529
San Juan, PR 00936-8629

Scotiabank                         Credit Line            $153,547
P.O. Box 362230
San Juan, PR 00936-2230

Crim                               Personal Property       $64,387
                                   Taxes

Departamento de Hacienda de PR     Income Tax Withheld     $40,948

Chevron Puerto Rico, LLC           Fuel and Diesel         $16,342
                                   Supplier

Popular Auto, Inc. (Leasing)       Deficiency Balance      $13,184

Casa de las Armaduras              Mechanical Supplies     $13,007

R.Q. Engineering, Corp.            Tenant's Deposits       $10,000

Internal Revenue Services          Payroll Taxes -          $9,372
                                   Withholding

A.V. Supply                        Mechanical Parts         $8,398

Caribbean Petroleum, Corp.         Fuel and Diesel          $7,200
                                   Supplier

Ravico de Puerto Rico              Repairs & Maintenance    $6,940

Pneumatics & Hydraulics Assoc.     Mechanical Supplies      $6,784

Garaje Ruben                       Mechanic Services        $6,598

Tecni Servicios                    Mechanical Services      $6,040

Linde Gas de Puerto Rico           Propane Gas Supplier     $5,637

Rimco, Inc.                        Equipment Rental         $5,167

Gamar Trading, Corp.               Mechanical Parts         $4,825
                                   Supplies

Taller El Tornero                  Mechanical Services      $4,787


CONSUMER SPECIALTIES: A.M. Best Assigns bb+ Issuer Credit Rating
----------------------------------------------------------------
A.M. Best Co. has assigned a financial strength rating of B (Fair)
and issuer credit rating of "bb+" to Consumer Specialties
Insurance Company, RRG (CSI) (Burlington, VT).  The outlook
assigned to both ratings is stable.

The ratings reflect CSI's conservative underwriting leverage and
continued robust capital adequacy.  Mitigating these positive
rating factors are the company's declining surplus levels, limited
diversification, scale and market profile, which have led to
fluctuating business volumes.

CSI maintains a conservative operating strategy by limiting
participation in its insurance program to member insureds with
favorable loss histories.  CSI has sustained conservative premium
and net liability leverage measures and preserved its strict
underwriting standards to produce low loss ratios.  The ratings
further recognize the cautious investment approach, which has
generated very good liquidity.

CSI's surplus has declined in recent years due in part to capital
distributions to its former members.  Reflecting its limited
market profile, CSI's business is concentrated both in terms of
industry segment and line of business.  Its premium volumes have
gradually grown in recent years with marketing efforts; however,
its small absolute level has led to high expense ratios and
volatile calendar year combined ratios.  Furthermore, with the
company's niche focus and limited scale, CSI currently outsources
all services needed to operate its insurance program, although it
maintains long-term partnerships with quality professional service
providers.

Positive rating movement could potentially occur if CSI's policy
growth outpaces capital distributions in the near term.
Conversely, negative rating pressure could exist if capital
returns continue to have a pronounced effect on risk-adjusted
capitalization.


CONVERTED ORGANICS: Amends Warrants Issued to Iroquois
------------------------------------------------------
Converted Organics Inc., on April 11, 2012, entered into a letter
agreement with Iroquois Master Fund Ltd. and Iroquois Capital
Opportunity Fund LP pursuant to which the Company agreed to amend
certain warrants previously issued to the Warrant Holders and the
warrants previously issued to the Warrant Holders prior to
December 2010 were canceled.

Pursuant to the Agreement, the following amendments were made to
the warrants issued to the Warrant Holders from and after December
2010:

   (1) the anti-dilution price protection currently contained in
       those warrants will now also apply to issuances of common
       stock or common stock equivalents to the Warrant Holders
       under separate securities;

   (2) upon any adjustment in the exercise price of the warrants
       the number of shares of common stock underlying those
       warrants will be increased such that the aggregate exercise
       price of the warrants will remain the same;

  (3) a portion of the warrant issued to IMF on March 13, 2012,
      would be callable by the Company upon if the daily volume of
      the Company's common stock was 2.0 million shares or greater
      for five consecutive trading days; and

  (4) upon a Fundamental Transaction, the Warrant Holders will be
      permitted to require the Company to purchase the warrants
      from the Warrant Holders at a price equal to the greater of
     (A) the Black Scholes Value of the warrants or (B) the
      product of $0.10 multiplied by the number of shares
      underlying those warrants.

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

                        http://is.gd/Lyw2a4

                      About Converted Organics

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

The Company reported a net loss of $17.98 million in 2011,
compared with a net loss of $47.81 million 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.


CONVERTED ORGANICS: Has 180.2 Million Outstanding Common Shares
---------------------------------------------------------------
On Jan. 12, 2012, Converted Organics Inc. issued a senior secured
convertible note, in exchange for the senior secured convertible
note issued on Nov. 2, 2011, in the aggregate original principal
amount of $3,474,797, which had $2,456,595 of principal
outstanding on Jan. 12, 2012, immediately prior to the exchange,
for a senior secured convertible note in the aggregate original
principal amount of $2,456,595, as well as additional
consideration.

As of April 12, 2012, the principal amount of the Note has
declined to $2,837.  From April 10, 2012, until April 12, 2012, a
total of $785,938 in principal had been converted into 87,369,271
shares of common stock.  Since the issuance of the Original Note,
a total of $3,847,163 in principal had been converted into
180,198,307 shares of common stock.  The Note holders are
accredited investors and the shares of common stock were issued in
reliance on Section 4(2) under the Securities Act of 1933, as
amended.

As of April 12, 2012, the Company had 180,235,471 shares of common
stock outstanding.

                      About Converted Organics

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

The Company reported a net loss of $17.98 million in 2011,
compared with a net loss of $47.81 million 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.


COUDERT BROTHERS: Can't Sue Orrick, Others Over Retiree Benefits
----------------------------------------------------------------
Steven Melendez at Bankruptcy Law360 reports that Coudert Brothers
LLP's retired partners can't sue Baker & McKenzie LLP, Orrick
Herrington & Sutcliffe LLP and Dechert LLP for retirement
benefits, since claims against the firms that bought Coudert's
business would belong to Coudert's bankruptcy estate, a federal
judge ruled Thursday.

Law360 relates that U.S. District Judge Colleen McMahon affirmed a
bankruptcy judge's ruling that a trust representing the partners'
interests lacks standing to bring its suit, which alleged the
firms should be considered successors to Coudert under New York
law.

                       About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.


CRYSTALLEX INT'L: Receives Temporary Cease Trade Order
------------------------------------------------------
Crystallex International Corporation on April 14 disclosed that,
consistent with its announcement of March 16, 2012, the Company
did not file, by the deadline of March 30, 2012, its audited
financial statements for the fiscal year ended December 31, 2011,
related management's discussion and analysis, 2011 annual
information form and CEO and CFO certificates related to the
foregoing.

As a result of such default, the Company had applied to the
Ontario Securities Commission and the securities regulatory
authorities in British Columbia, Alberta, Manitoba, Ontario,
Quebec, Nova Scotia and Newfoundland for a management cease trade
order under National Policy 12-203 which would have only
prohibited trading in securities of the Company by certain
insiders of the Company.  The Company's application was denied
and, accordingly, a temporary general cease trade order has been
issued.  The cease trade order prohibits the trading of the
Company's securities effective immediately, other than for trades
made pursuant to debtor-in-possession financing as approved by the
Ontario Superior Court of Justice in connection with the
proceedings under the Companies' Creditors Arrangement Act
(Canada) and trades for nominal consideration to realize tax
losses.

The temporary cease trade order is scheduled to expire 15 days
from the date hereof and may be extended.  The Company is
reviewing all options, with the goal of ultimately meeting its
continuous disclosure obligations and lifting the cease trade
order.  The Company's shares continue to trade on the OTC Bulletin
Board.

                        About Crystallex

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

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

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

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

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

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

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

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


DENNY'S CORP: Has $250 Million Credit Facility with Wells Fargo
---------------------------------------------------------------
Denny's Corporation has entered into a new five-year $250 million
senior secured bank credit facility, comprised of a $190 million
term loan and a $60 million revolving line of credit.  The new
facility refinances Denny's senior secured debt from September
2010 and amended in March 2011, which had a term loan originally
in the amount of $250 million and a $60 million revolver.  Wells
Fargo Securities, LLC, Regions Capital Markets, a division of
Regions Bank, and GE Capital Markets, Inc., are the Joint Lead
Arrangers and Joint Bookrunners with Wells Fargo Bank, N. A.,
serving as Administrative Agent and L/C Issuer, and Cadence Bank
and RBS Citizens, N.A. serving as Co-Documentation Agents

The refinanced facility has a reduced interest rate of LIBOR plus
300 basis points for the term loan and revolver.  This compares to
the prior facility which had an interest rate of LIBOR plus 375
basis points, with a LIBOR floor of 1.50% for the term loan and no
LIBOR floor for the revolver.  The refinancing is expected to
result in annualized interest expense savings of approximately $5
million (including approximately $4 million of annualized cash
interest expense savings), based on current interest rates.

The term loan will be amortized 10% per year paid quarterly with
the balance due at maturity.  In addition, the Company will have
the opportunity to further reduce interest rates and increase its
flexibility for the use of cash by achieving lower leverage
ratios.  The Company estimates that the closing of its new bank
facility will result in a one-time charge to other nonoperating
expense of approximately $8 million in the second quarter of 2012,
as a result of charges for the unamortized portion of deferred
financing costs and original issue discount related to the prior
facility, and portion of the fees related to the new facility.

John Miller, President and Chief Executive Officer, stated, "Our
new credit facility is a testament to the tremendous progress
Denny's has made over the past several years with its franchise
focused business model, resulting in a stronger balance sheet with
growing profitability and free cash flow.  In addition to reducing
interest costs, this refinancing allows the Company to further
strengthen its balance sheet with more flexibility to create
additional value for stockholders."

                     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.


DFC GLOBAL: S&P Assigns 'B+' Issuer Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issuer credit
rating to DFC Global Corp.  The outlook is stable. Standard &
Poor's also said that it assigned its 'B+' rating to DFC's
proposed $200 million convertible note issuance.

"DFC Global Corp. is the holding company of Dollar Financial Group
Inc. (B+/Stable/--). 'The rating on DFC reflects the company's
legislative and regulatory exposure, high leverage, negative
tangible equity, and moderate interest coverage," said Standard &
Poor's credit analyst Igor Koyfman. "The rating also incorporates
the company's favorable geographic and product diversity, compared
with its competitors, and strong market position."

"DFC has announced that it is issuing debt to fund the repayment
of its existing revolving credit facility and general corporate
activities. The company will concurrently enter into a convertible
note hedge and warrant transaction. This hedging transaction,
which includes the purchase of a call option and the sale of
warrants, will increase the conversion premium and mitigate the
negative effects of potential equity dilution," S&P said.

"DFC's high leverage limits the rating and offsets the company's
improving business and geographic diversity. The $200 million
convertible notes will increase leverage moderately by our
calculations. We expect cash flow generation to remain strong in
2012, resulting in modest improvements in leverage through EBITDA
growth, largely as a result of several accretive acquisitions DFC
has completed over the past few years," S&P said.

"The stable outlook reflects our view of DFC's ability to preserve
its franchise while successfully navigating legislative,
regulatory, and competitive conditions," said Mr. Koyfman. "We
could raise the rating if the company reduces and maintains
leverage (measured as debt-to-EBITDA, adjusted for operating
leases and nonrecurring items) at below 3.5x, and increases and
maintains EBITDA interest coverage at above 4.0x, while
maintaining adequate profitability and credit-quality metrics.
However, the lack of tangible equity limits upside potential. We
could lower the rating if regulatory or legislative actions result
in a less diversified and less profitable company. A negative
rating action could also result if DFC's leverage approaches or
exceeds 5.0x, without a credible plan to reduce leverage," S&P
said.


DIRECT REALTY: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Direct Realty, LLC
        450 East 83rd
        New York, NY 10028

Bankruptcy Case No.: 12-11483

Chapter 11 Petition Date: April 10, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

Scheduled Assets: $9,003,676

Scheduled Liabilities: $12,525,000

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:

             http://bankrupt.com/misc/nysb12-11483.pdf

The petition was signed by Ben Suky, member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Madison Hotel Owners, LLC             11-12334          05/16/11


DOLLAR THRIFTY: DBRS Confirms 'B(high)' Issuer Rating
-----------------------------------------------------
DBRS, Inc. has confirmed the ratings of Dollar Thrifty Automotive
Group, Inc. (DTAG or the Company), including its Issuer Rating of
B (high).  Concurrently, the trend on all the ratings has been
revised to Positive from Stable.  This rating action follows
DBRS's annual review of the Company.

The rating confirmation reflects the Company's sound business
franchise, improved financial performance, and strengthened
financial risk profile.  Moreover, the rating confirmation
considers the favorable industry fundamentals and DBRS's
expectation that industry fundamentals will remain positive
through 2012.  In revising the trend to Positive, DBRS recognizes
DTAG's positive earnings generation despite the uneven economic
recovery and still recovering travel volumes.  Indeed, during
2011, DTAG recorded net income of $159.5 million, which was 22%
higher than the previous year and, importantly, the Company's
second consecutive year of record earnings.  Further, the Positive
trend considers DTAG's strengthened balance sheet and improved
financial risk profile.  To this end, since the rating was
assigned in 2010 the Company has been successful in removing all
corporate debt and reducing leverage, as defined by debt
(including fleet backed debt)-to-equity, to a respectable 2.3
times (x).  Going forward, DBRS expects that upward ratings
momentum would be possible should the Company continue the
positive trajectory in revenue and earnings generation while
maintaining solid market shares and a prudent balance sheet
structure.

The ratings consider the Company's sound business franchise that
is supported by its well-established brands and a competitive
position in the value-priced leisure travel market.  DTAG has
maintained stable market share through various business cycles
including the most recent downturn, which, in DBRS's view
evidences the strength the franchise and the Company's ability to
defend its market position in an intensely competitive industry.
Nonetheless, while DTAG continues to be successful in its niche,
DBRS sees the Company's narrow focus as limiting market share
growth and revenue diversification.

DBRS views DTAG's ability to maintain the positive trajectory in
financial performance in an uncertain environment as a factor
supporting the ratings and Positive trend.  As noted above, in
2011, DTAG recorded its second consecutive year of record GAAP
earnings.  While revenues, at $1.5 billion, were up only 1% in
2011, earnings benefited from management's cost reduction
initiatives as well as the healthy used vehicle market and
disciplined fleet management, both of which lowered vehicle
expense.  On an underlying basis, earnings were also a record for
the second consecutive year.  Indeed, corporate adjusted EBITDA
increased 27% year-on-year to $298.6 million, which further
evidences the positive momentum of the franchise.  The Company
benefits from the flexibility derived from the significant
presence of variable costs in the overall cost structure and
recent efforts to improve corporate and fleet efficiency.  In
2011, direct operating and vehicle expenses were 66% of total
revenue, improving from 84% in 2008, and comparing favorably to
its industry peers.

DBRS views DTAG as having an improved financial risk profile.  The
debt stack has been reduced by approximately $1.0 billion since
the end of 2007, while the Company's equity base has been
bolstered.  As a result, debt-to-equity has improved to 2.3x at
year-end 2011 from 11.9x at year-end 2008.  Funding and liquidity
remain solid and well-managed supported by good access to the
capital markets.  In 2011, DTAG completed $900 million of fleet-
backed debt issuance largely pre-funding 2012 maturities.
Importantly, as of year-end 2011, DTAG had no corporate debt
outstanding while vehicle debt maturities were well-laddered and
manageable.  Nevertheless, the secured wholesale funding
concentration is considered a weakness.  The one notch
differential between the Issuer Rating and the Senior Unsecured
Debt rating reflects the dominance of secured debt in the debt
stack.


E-DEBIT GLOBAL: Schumacher & Associates Raises Going Concern Doubt
------------------------------------------------------------------
E-Debit Global Corporation filed on April 11, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

Schumacher & Associates, Inc., in Littleton, Colorado, expressed
substantial doubt about E-Debit Global's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred net losses for the years ended Dec. 31, 2011, and
2010, and had a working capital deficit and a stockholders'
deficit at Dec. 31, 2011, and 2010.

The Company reported a net loss of US$1.1 million on
US$3.3 million of revenue for 2011, compared with a net loss of US
US$1.2 million on US$4.0 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
US$1.6 million in total assets, US$2.9 million in total
liabilities, and a stockholders' deficit of US$1.3 million.

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

                       http://is.gd/Ym8paD

Based in Calgary, Canada, E-Debit Global Corporation is a fully
integrated full service national ATM operator focusing on
providing retailers with reliable, low cost ATMs with contractual
relationships which provide the Company with recurring
transactional and fixed revenue streams with a large number of
geographically diverse customers including small, medium and large
retail enterprises in a variety of market segments.


EASTMAN KODAK: Committee Retains Jefferies as Investment Banker
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Eastman Kodak's
cases sought Bankruptcy Court approval to hire Jefferies & Company
Inc. as its investment banker.

As investment banker, Jefferies & Company will assist and advise
the committee in analyzing any proposed restructuring or otherwise
adjusting Eastman Kodak's debt and overall capital structure
pursuant to a restructuring plan, sale of assets or liquidation.

The firm will also advise the committee in evaluating any asset
sale proposed by Eastman Kodak, assist the committee in evaluating
the company's potential financing transactions, among other
things.

Jefferies & Company will get a monthly fee of $175,000, and a
$3.375 million fee upon consummation of a transaction.  The firm
will also get reimbursed expenses.

Leon Szlezinger, managing director of Jefferies & Company,
disclosed in a court filing that his firm does not represent any
other entity having an adverse interest in connection with Eastman
Kodak's bankruptcy case.

                       About Eastman Kodak

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

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

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

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

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

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


EASTMAN KODAK: Committee Taps Intellectual Property Consultant
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Eastman Kodak's
cases sought a Bankruptcy Court order approving the hiring of
Global IP Law Group LLC as its consultant.

The committee tapped Global IP to give advice on matters related
to Eastman Kodak's intellectual property portfolio.  The firm will
also provide additional services, which include representing the
committee in litigations concerning intellectual property.

In exchange for its consulting services, Global IP will get a
monthly fee of $50,000 and reimbursed expenses.  It will also get
a $375,000 fee upon consummation of a potential or proposed
restructuring or other adjustment of Eastman Kodak's outstanding
debt or overall capital structure pursuant to a Chapter 11 plan of
reorganization, any sale of the company's assets or liquidation.

For its additional services, the firm will be paid based on its
standard hourly rates, which range from $650 to $750 for partners
and $250 to $400 for associates.

Global IP does not represent any other entity having an interest
adverse to the committee, Eastman Kodak or its estate, according
to a declaration filed by Steven Steger, managing partner of
Global IP.

                       About Eastman Kodak

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

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

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

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

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

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


EASTMAN KODAK: Committee Has EPIQ as Information Agent
------------------------------------------------------
The Official Committee of Unsecured Creditors in Eastman Kodak's
cases has filed an application to hire Epiq Bankruptcy Solutions
LLC as its information agent.

Epiq's job as information agent includes establishing and
maintaining a Web site that provides information about Eastman
Kodak Co., important developments in the company's bankruptcy
case, among other things.

The firm will also provide e-mail functionality to allow
unsecured creditors to send questions and comments concerning the
case, provide a confidential data room.  It will also assist the
committee in certain administrative tasks.

Under an agreement between Epiq and the committee, the firm will
get monthly payment from Eastman Kodak for fees, charges and
costs.  Epiq's pricing schedule is available without charge at:

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

Epiq does not have interest adverse to the interests of Eastman
Kodak's estates, creditors or equity security holders, according
to a declaration filed by Jennifer Meyerowitz, Epiq vice-
president and managing consultant.

                       About Eastman Kodak

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

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

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

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

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

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


EURAMAX INTERNATIONAL: Messrs. Parker & Stewart Elected to Board
----------------------------------------------------------------
Euramax Holdings, Inc., announced the results of its annual
election of Board of Directors, effective April 6, 2012.  Lee B.
Parker, III, and Brian T. Stewart were elected to the Company's
board of directors.

Trey Parker is the Managing Director and Co-Head of Research at
Highland Capital Management, L.P.  Prior to his current role, Mr.
Parker was a Portfolio Manager covering a number of the industrial
verticals, as well as parts of Tech, Media and Telecom; he also
worked as a Senior Portfolio Analyst on the Distressed & Special
Situations investment team.  Prior to joining Highland in March
2007, Mr. Parker was a Senior Associate at Hunt Special Situations
Group, L.P., a Private Equity group focused on distressed and
special situation investing.  Mr. Parker was responsible for
sourcing, executing and monitoring control Private Equity
investments across a variety of industries.  Prior to joining Hunt
in 2004, Mr. Parker was an analyst at BMO Merchant Banking, a
Private Equity group affiliated with the Bank of Montreal.  While
at BMO, Mr. Parker completed a number of leveraged buyout and
mezzanine investment transactions.  Prior to joining BMO, Mr.
Parker worked in sales and trading for First Union Securities and
Morgan Stanley.  Mr. Parker received an MBA with concentrations in
Finance, Strategy and Entrepreneurship from the University of
Chicago Booth School of Business and a B.A. in Economics and
Business from the Virginia Military Institute.

Brian Stewart is a Managing Director at Levine Leichtman Capital
Partners.  He is a member of the firm's Deep Value Fund investment
team which provides capital structure solutions for overleveraged
middle market companies.  Founded in 1984, Levine Leichtman
Capital Partners is a private investment firm that manages private
equity, distressed debt and leveraged loan funds.  Prior to
joining Levine Leichtman Capital Partners in 2006, Mr. Stewart
worked in the Financial Restructuring Group at Houlihan Lokey.
Mr. Stewart currently serves on the Board of Directors of IAP
Worldwide Services.  Mr. Stewart received a B.S. in Finance from
the University of Southern California Marshall School of Business.

The Company also announced the departure of Marjorie L. Bowen and
Fulton Collins from their positions as members of the Board of
Directors.

President and CEO Mitchell B. Lewis commented, "We are pleased to
add directors the caliber of Trey and Brian to our board.  They
both bring operational and financial expertise and experience that
we expect to benefit Euramax.  Also, on behalf of the entire Board
of Directors I would like to thank Marjorie and Fulton for their
contributions to Euramax and wish them success in their future
endeavors."

Marjorie L. Bowen and Fulton Collins were not reelected to their
positions as members of the Board of Directors.

                           About Euramax

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

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

The Company reported a net loss of $62.71 million in 2011, a net
loss of $38.54 million in 2010, and a net loss of $85.62 million
in 2009.

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

                            *     *     *

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

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

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


FIREKEEPERS DEVELOPMENT: S&P Withdrew 'B+' Isssuer Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B+' issuer credit rating, on Battle Creek, Mich.-based
FireKeepers Development Authority (FDA, or the Authority), at the
issuer's request. FDA is an instrumentality of Nottawaseppi Huron
Band of the Potawatomi (the Tribe) and the operator of the
FireKeepers Casino.

"In February, FDA announced a tentative agreement for the early
buyout of its gaming management agreement with Gaming
Entertainment (Michigan), L.L.C. The potential payment from the
Authority to GEM would total $97.5 million and be completed on or
before May 1, 2012. The buyout is contingent upon financing
sufficient to pay a major portion of the buyout price and to
refinance the Authority's existing $340.0 million of senior
secured notes due 2015. Financing for the transaction will be
completed through a new bank facility, which will not be rated,"
S&P said.

"Despite the potential for a near-term cash outflow and an
increase in funded debt, we believe the proposed buyout is a long
term credit positive, as the potential cost savings from the early
buyout will help offset the incremental debt associated with the
transaction," said Standard & Poor's credit analyst Michael
Halchak.


FIRST AMERICAN: S&P Rates $40-Mil. First Lien Term Loan 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
ratings to First American Payment System L.P.'s (FAPS) proposed
$40 million first-lien incremental term loan B due 2016. "The new
rating is equal to the company's 'B+' corporate credit rating, and
is the same as the rating on FAPS' existing first-lien debt. We
also assigned a '3' recovery rating to the incremental term loan
B, indicating our expectation for meaningful (50%-70%) recovery
for lenders in the event of a payment default. This recovery
rating is the same as the recovery rating assigned to the existing
first-lien credit facilities. However, our estimated recovery for
first-lien lenders moved to the middle of the 50%-70% range from
the high end, because of the increase in total first-lien debt
outstanding at our projected year of default," S&P said.

"The company is issuing the debt under the $75 million incremental
facility contained in its existing first-lien credit agreement to
fund a $40 million dividend to shareholders, including their
private-equity sponsors. It is seeking an amendment to the credit
agreement to waive the 4x pro forma leverage test that needs to be
met to access the incremental facility. The amendment will also
refresh the uncommitted available amount of the incremental
facility back to $75 million. The proposed incremental term loan
will have the same terms as the company's existing $225 million
first-lien term loan. FAPS will also reset the two financial
maintenance covenants in the existing credit agreement. The
interest covenant will be set at 2.75x from close of the amendment
to Sept. 30, 2013, and then at 3.0x thereafter. The consolidated
total leverage ratio will be set at 4.9x at close. Over the next
18 months, it will step down to 4.75x for the Sept. 30, 2012 test
period, again to 4.5x for the Dec. 31, 2012 test period, and to
3.75x by the Dec. 31, 2013 period. There will be further step-
downs thereafter until it reaches 2.75x on Sept. 30, 2015," S&P
said.

"Our corporate credit rating and outlook on the company are
unchanged by the additional debt. Our pro forma adjusted leverage
is estimated at about 5x, an increase from about 4.3x at Sept. 30,
2011. Funds from operations (FFO) to debt will drop to low-double
digits from the high-teen percent area. These financial metrics
are still within the bounds of our 'B+' rating, and we expect them
to improve by the end of 2012 through revenue and EBITDA growth,
with leverage reverting to the low-4x area. We believe that the
company will have around 15% headroom under its new leverage
covenant levels, according to bank covenant calculations; however,
it has a relatively aggressive step-down schedule. We could
downgrade the company if increased competition or weak transaction
volumes, leading to high customer attrition, deteriorating
operating performance, and leverage in excess of 5.5x., or if
covenant step-downs result in liquidity concerns. A possible
upgrade is limited by its private-equity ownership structure,
which we believe entails aggressive financial policies, as evident
in the re-levering of the balance sheet for the current dividend
payment," S&P said.

"Our ratings on FAPS reflect its 'aggressive' financial risk
profile and 'weak' business risk profile, which incorporates its
leveraged balance sheet, and modest scale and market share in the
highly competitive global payment processing industry. Standard &
Poor's expects that significant recurring revenues and diverse
sales channels will enable the company to maintain revenue growth
and operating performance in the near term, partially mitigating
these factors," S&P said.

RATINGS LIST

First American Payment Systems LP
Corporate Credit Rating           B+/Stable/--

New Ratings

First American Payment Systems LP
$40 mil first-lien incremental    B+
  term loan B due 2016
   Recovery Rating                 3


FNB UNITED: Incurs $137.3 Million Net Loss in 2011
--------------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$137.31 million on $39.55 million of net interest income in 2011 -
its fourth straight year in the red.

FNB posted a net loss of $131.82 million on $51.65 million of net
interest income in 2010, a net loss of $101.69 million on $60.53
million of net interest income in 2009, and a net loss of $59.809
million on $114.035 million of net interest income in 2008.

The Company's balance sheet at Dec. 31, 2011, showed $2.40 billion
in total assets, $2.28 billion in total liabilities and $129.01
million in total shareholders' equity.

The Company said it has addressed the issues that required it in
2010 to consider whether it could continue as a going concern.
Therefore, as of Dec. 31, 2011, the Company does not have
substantial doubt about its ability to continue as a going
concern.

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

                        http://is.gd/kafkTo

                          About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
Internet banking services.


FULLCIRCLE REGISTRY: Rodefer Moss Raises Going Concern Doubt
------------------------------------------------------------
FullCircle Registry, Inc., filed on April 12, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

Rodefer Moss & Co., PLLC, in New Albany, Indiana, expressed
substantial doubt about FullCircle Registry's ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net working capital deficiency.

The Company reported a net loss of $570,302 on $1.29 million of
revenues for 2011, compared with a net loss of $298,438 on $1,283
of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.58 million
in total assets, $5.36 million in total liabilities, and
stockholders' equity of $223,795.

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

                       http://is.gd/eyW9dC

Located in Shelbyville, Kentucky, FullCircle Registry, Inc.'s
current business plan involves the acquisition of small profitable
businesses.  FullCircle Registry, Inc., has become a holding
company with currently three subsidiaries.  They are FullCircle
Entertainment, Inc., FullCircle Insurance Agency, Inc., and
FullCircle Prescription Services, Inc.  Target companies are those
in search of exit plans for the owners and are intended to
continue autonomous operations as current ownership is phased out
over a period of 3-5 years.


FUSION TELECOMMUNICATIONS: Forbearance with TD Bank Expires 2013
----------------------------------------------------------------
Fusion Telecommunications International, Inc., and TD Bank, N.A.,
entered into a forbearance and settlement agreement which, among
other things, set forth payment terms for the outstanding amount
due to the lender in connection with a letter of credit agreement
between the Company and TD Bank.

Under the terms of the forbearance and settlement agreement, which
provides for interest on the outstanding amount at the rate of
5.25% per annum, TD Bank agrees to forbear from exercising its
rights and remedies under the letter of credit agreement until
July 27, 2013, and the Company is required to make principal
payments in the amount of $5,000 per month plus accrued interest
from March 27, 2012, through Aug. 27, 2012, $50,000 plus accrued
interest on each of Sept. 27, 2012, Dec. 27, 2012, and March 27,
2013, and approximately $8,000 June 27, 2013.  In the event the
Company fails to comply with the forbearance and settlement
agreement, as and when required thereunder, TD Bank may enforce
the rights and remedies provided to it under the provisions of the
original letter of credit agreement, and may enforce a confession
of judgment in the amount of $199,454, which the Company delivered
to TD Bank at the time the forbearance and settlement agreement
was signed.  The amount of the confession of judgment includes
interest accrued through Dec. 19, 2011, as well as a $2,500
forbearance fee and $6,500 in payment of TD Bank's partial
attorney fees, which are payable on July 27, 2013.  The
forbearance and settlement agreement also contains covenants
limiting the Company's ability to, among other things, incur
additional debt, grant additional security interests or grant
confessions of judgment to third parties.  As of March 31, 2012,
the Company has made all of the payments required under the
forbearance and settlement agreement.

The letter of credit was originally issued for the Company's
benefit and posted as security in accordance with the terms of a
lease agreement for premises leased by the Company.  As previously
disclosed in the Company's Current Report on Form 8-K filed
Oct. 31, 2011, the landlord over the leased premises had exercised
its right under the lease to draw down the full amount of the
letter of credit in the amount of $428,391, which was partially
collateralized by the Company depositing $240,000 in a money
market account with the lending institution.  As a result of the
drawdown of the letter of credit, the Company was required to pay
the issuer of the letter of credit the difference between the full
amount of the letter of credit and the amount of the collateral,
which difference is approximately $188,000.

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

Fusion Telecommunications reported a net loss of $5.8 million in
2010 and a net loss of $9.6 million in 2009.  The Company reported
a net loss of $3.54 million for the nine months ended Sept. 30,
2011.

The Company's balance sheet at Sept. 30, 2011, showed
$4.71 million in total assets, $14.99 million in total
liabilities, and a $10.28 million total stockholders' deficit.

As reported by the TCR on April 26, 2011, Rothstein, Kass &
Company, P.C., in Roseland, New Jersey, expressed substantial
doubt about Fusion Telecommunications' ability to continue as a
going concern.  The independent auditors noted that the Company
the Company has negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations.


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

Moody's current ratings on GAMCO Investors, Inc. are:

Senior Unsecured (domestic currency) ratings of Baa3

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

Rating Rationale

Moody's Baa3 senior unsecured debt rating on GAMCO Investors, Inc.
is supported by the company's strong brand-name recognition,
established position in the investment management industry,
diversity of clientele, and solid financial metrics. The rating is
constrained by the risks associated with being a relatively small-
sized asset manager, high concentration of assets under management
(AUM) in equity strategies, and key man risk related to the firm's
investment and management dependence on Mario Gabelli, the firm's
founder and CEO.

GAMCO has a widely recognized brand name in the investment
industry, primarily due to the strong long-term track record of
its investment performance. The company has been able to leverage
its brand name to grow organically while maintaining a
performance-oriented culture, which Moody's views as a key
positive of the GAMCO organization. Strong brand recognition has
also facilitated some diversification of the firm's product
offerings and the expansion of its distribution network.

That said, the company still remains heavily concentrated in
equity products with about 95% of assets under management in
equity as of December 31, 2011. This weighting toward equity
assets is the highest among GAMCO's rated peer group. As a result,
GAMCO's AUM and revenues are highly correlated with the
performance of the equity markets. Continued equity market
volatility will add variability to the company's AUM and influence
its revenues proportionally more than it would the revenues of
those asset managers that hold a more diversified asset mix.

GAMCO continues to maintain a strong liquidity with approximately
$544 million in unencumbered cash and liquid investments relative
to $263 million of debt as of December 31, 2011, which provide an
alternative debt service source given the sensitivity of revenues
to equity market volatility.

GAMCO is controlled by its widely-recognized founder, Chairman and
CEO, Mario J. Gabelli. Mr. Gabelli provides leadership as the
manager of the majority of the firm's assets under management
(AUM) and as a major driver of the firm's corporate strategy,
reputation and visibility. In most regards, these points are
positive to the firm's rating profile. However, Mr. Gabelli's
prominence also limits the firm's rating potential for two
reasons: a) Moody's sees separating the firm's CEO
responsibilities from investment responsibilities as good
governance and b) the Company will be facing a difficult
management succession issue. Continued progress in the
institutionalization of many facets of the business and the
creation of a more enduring operating platform would be a credit
positive.

Rating Outlook

The outlook for GAMCO rating is stable.

What Could Change the Rating - Up

* Improved market share to at least 0.5% of the US fund market

* Sustained quarterly net positive inflows of at least $500
   million

* Clearer strides made in reducing the firm's key man risk,
   particularly with regard to sales and marketing efforts.

* Increased asset class diversification

What Could Change the Rating - Down

* Persistent quarterly net asset outflows exceeding 2.5% of
    beginning of period AUM

* Total debt to EBITDA exceeds 3x

* Net income margins consistently below 20%

* Market share drops to under 0.1% of the total US fund market

The principal methodology used in this rating was Moody's Global
Rating Methodology for Asset Management Firms published in October
2007.


GATEHOUSE MEDIA: Bank Debt Trades at 71% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 29.46 cents-
on-the-dollar during the week ended Friday, April 13, 2012, a drop
of 0.26 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 27, 2014, and
carries Moody's Ca rating and Standard & Poor's CCC- rating.  The
loan is one of the biggest gainers and losers among 156 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

GateHouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$22.22 million on $525.79 million of total revenues for the year
ended Jan. 1, 2012, a net loss of $26.64 million on $558.58
million of total revenues for the year ended Dec. 31, 2010, and a
net loss of $530.61 million on $584.79 million of total revenues
for the year ended Dec. 31, 2009.

The Company's balance sheet at Jan. 1, 2012, showed $510.80
million in total assets, $1.31 billion in total liabilities and a
$805.63 million total stockholders' deficit.

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's ability to make payments on its indebtedness as required
depends on its ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond the Company's control.


GENERAL MARITIME: Posts $152.69-Mil. Net Loss in 2011
-----------------------------------------------------
General Maritime Corporation reported a net loss of
$152.69 million on voyage revenues of $345.38 million for the
fiscal year ended Dec. 31, 2011, compared with a net loss of
$216.66 million on voyage revenues of $387.16 million for 2010.

Voyage revenues decreased by $41.9 million, or 10.8%, to
$345.38 million for the year ended Dec. 31, 2011, compared to
$387.16 million for the prior year.  This decrease occurred
despite a 1.7% increase in vessel operating days to 11,845 days
during the year ended Dec. 31, 2011, compared to 11,644 days in
the prior year.  The Company attributed the decrease in voyage
revenues to a weak rate environment for vessels both on time
charters and on the spot market.

The Company's balance sheet at Dec. 31, 2011, showed
$1.671 billion in total assets, $1.421 billion in total
liabilities, and stockholders' equity of $249.80 million.

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

                       http://is.gd/374T8i

                      About General Maritime

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

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

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

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

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

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

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

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

As reported in the TCR on April 5, 2012, General Maritime Corp.
scheduled a confirmation hearing on May 3 for approval of its
Chapter 11 plan.


GLOBAL SHIP: Swings to $9.1 Million Net Income in 2011
------------------------------------------------------
Global Ship Lease, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing net
income of US$9.07 million on US$156.26 million of time charter
revenue in 2011, compared with a net loss of US$3.97 million on
US$158.83 million of time charter revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed US$939.53
million in total assets, US$605.33 million in total liabilities
and US$334.20 million in total stockholders' equity.

A copy of the Form 20-F is available for free at:

                        http://is.gd/t7nYsH

                      About Global Ship Lease

London, England-based Global Ship Lease (NYSE: GSL, GSL.U and
GSL.WS) -- http://www.globalshiplease.com/-- is a containership
charter owner.  Incorporated in the Marshall Islands, Global Ship
Lease commenced operations in December 2007 with a business of
owning and chartering out containerships under long-term, fixed
rate charters to world class container liner companies.

Global Ship Lease owns 17 vessels with a total capacity of 66,297
TEU with a weighted average age at June 30, 2010, of 6.3 years.
All of the current vessels are fixed on long-term charters to CMA
CGM with an average remaining term of 8.6 years.  The Company has
contracts in place to purchase two 4,250 TEU newbuildings from
German interests for approximately $77 million each that are
scheduled to be delivered in the fourth quarter of 2010.  The
Company also has agreements to charter out these newbuildings to
Zim Integrated Shipping Services Limited for seven or eight years
at charterer's option.

As reported in the Dec. 1, 2012 edition of the TCR, Global Ship
Lease disclosed that it had entered into an agreement with its
lenders to waive until Nov. 30, 2012 the requirement under its
credit facility to conduct loan-to-value tests.  The credit
facility requires that loan-to-value, which is the ratio of
outstanding borrowings under the credit facility to the aggregate
charter-free market value of the secured vessels, cannot exceed
75%.


GRUBB & ELLIS: Court Approves Amended Asset Purchase Agreement
--------------------------------------------------------------
BankruptcyData.com reports that after overruling an objection
filed by the ad hoc committee of brokers, the U.S. Bankruptcy
Court approved Grubb & Ellis' motion to approve a transition
services supplement to the second amended and restated asset
purchase agreement. The agreement addresses certain transition
services to be provided between the Debtors and BGC Partners to
implement the sale of Grubb & Ellis' assets, which was approved by
the Court on March 27, 2012.

The order asserts, "The Court finds that the Debtors have
established a valid exercise of their business judgment in
consummating the Transition Supplement with BGC."

                         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.

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.

On March 27, 2012, the Court approved the sale to BCG.  An auction
was cancelled after no rival bids were submitted.  Pursuant to the
term sheet signed by the parties, BGC would acquire 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 would also pay $16 million in cash because
the sale was approved by the March 27 deadline.  Otherwise, the
cash component would have been $14 million.

Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery.  Judge Glenn
also approved the settlement on March 27.

Several parties in interest have taken an appeal from the sale
order.


HALO COMPANIES: Reports $461,000 Net Income in Fourth Quarter
-------------------------------------------------------------
Halo Companies, Inc., said it had profitable fourth quarter
results with revenue of $3.2 million and a net income of $461,000
for the quarter ended Dec. 31, 2011.

"The revenue and profitability generated in the fourth quarter
signify a major turning point for Halo," states Cade Thompson,
chief executive officer of Halo Companies, Inc.  "The past two
years have been a period of transition as we shifted our core
business from a consumer financial services company to a
distressed asset services company.  A large part of the fourth
quarter success is due to growth in the distressed asset
verticals, primarily asset management and portfolio advisory
services, indicating the completion of that transition."

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

                         http://is.gd/IZ9wOS

                        About Halo Companies

Allen, Texas-based Halo Companies, Inc., is a nationwide real
estate investment, asset management and financial services company
that provides technology and asset management solutions to asset
owners as well as real estate and financial services to
financially distressed consumers which can be applied individually
or utilized as a comprehensive workout strategy.

Halo Companies reported a net loss of $2.50 million in 2011,
compared with a net loss of $3.63 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.63 million
in total assets, $4.32 million in total liabilities, and a
$2.69 million total shareholders' deficit.

For the year ended Dec. 31, 2011, Montgomery Coscia Greilich LLP,
in Plano, Texas, expressed substantial doubt about the ability of
the Company to continue as a going concern.  The independent
auditors noted that Halo Companies, Inc., has incurred losses
since its inception and has not yet established profitable
operations.


HAWKER BEECHCRAFT: Incurs $631.9 Million Net Loss in 2011
---------------------------------------------------------
Hawker Beechcraft Acquisition Company, LLC, filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $631.90 million on $2.43 billion of sales
in 2011, compared with a net loss of $304.30 million on $2.80
billion of sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion
in total assets, $3.73 billion in total liabilities, and a
$956.90 million total deficit.

                           Going Concern

Management has concluded that there is substantial doubt about the
Company's ability to continue as a going concern.  The Company
determined not to pay its interest obligations under the Notes on
April 2, 2012, and anticipate an inability to pay interest on the
Notes on future interest payment dates.  Furthermore, the Company
will be required to repay or refinance its Senior Secured Credit
Facilities and the Senior Tranche Advance prior to the repayment
of the Notes and the Company will be required to repay or
refinance the Senior Notes prior to the repayment of the Senior
Subordinated Notes.  The Company has suffered recurring operating
losses resulting in a significant net shareholder's deficit that
raises substantial doubt about its ability to continue as a going
concern.

The Company is operating under a forbearance agreement with its
lenders which defers interest payment obligations and provides
relief from loan covenants through June 29, 2012.  Due to the fact
that the Company has recurring negative cash flows from operations
and recurring losses from operations, the Company will need to
seek additional financing.  There is substantial doubt that the
Company will be able to obtain additional equity or debt financing
on favorable terms, or at all, in order to have sufficient
liquidity to meet its cash requirements for the next twelve
months.

                         Bankruptcy Warning

As of Dec. 31, 2011, the Company was not in compliance with the
covenants under its Senior Secured Credit Facilities and had $0.3
million for additional borrowings under its Revolving Credit
Facility.  As a result, the Company must rely on revenues from its
business to meet its payment obligations under its indebtedness.
The Company determined not to pay its interest obligations under
the Notes on April 2, 2012, and anticipate an inability to pay
interest on the Notes on future interest payment dates.
Furthermore, the Company will be required to repay or refinance
its Senior Secured Credit Facilities and the Senior Tranche
Advance prior to the repayment of the Notes and the Company will
be required to repay or refinance the Senior Notes prior to the
repayment of the Senior Subordinated Notes.  If the Company was
unable to make payments or refinance its debt or obtain new
financing under these circumstances, it would have to consider
other options, such as:

   (a) sales of assets;

   (b) sales of equity;

   (c) negotiations with its lenders to restructure the applicable
       debt; or

   (d) seeking protection under chapter 11 of the U.S. Bankruptcy
       Code.

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

                        http://is.gd/dfR8Xs

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kan., is a manufacturer of business jets, turboprops and
piston aircraft for corporations, governments and individuals
worldwide.

To reduce the cost of operations, in October 2010, the Company
announced it would implement a cost reduction and productivity
program.  The first part of the program consisted of the immediate
termination of approximately 8% of salaried employees while the
second part involves reducing the Company's factory and shop work
forces by approximately 800 employees by end of August 2011.

                           *     *     *

As reported by the TCR on April 10, 2012, Moody's Investors
Service has downgraded ratings of Hawker Beechcraft Acquisition
Company LLC, including the corporate family rating and probability
of default rating to Ca from Caa3.

A new $124.5 million loan (unrated, due June 2012) has been
arranged to help fund operations while the company pursues a
financial restructuring. The liquidity profile is weak due to very
high financial leverage and the large size of near-term debt
obligations. Although the company disclosed that coupon payments
due April 1, 2012 on its senior and subordinated notes went
unpaid, those indentures provide for a 30-day grace period.


HAWKER BEECHCRAFT: Bank Debt Trades at 34% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 65.54 cents-on-
the-dollar during the week ended Friday, April 13, 2012, a drop of
2.24 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa3 rating and Standard & Poor's D rating.  The
loan is one of the biggest gainers and losers among 156 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion
in total assets, $3.73 billion in total liabilities, and a
$956.90 million total deficit.

                           Going Concern

According to the Form 10-K for the year ended Dec. 31, 2011,
management has concluded that there is substantial doubt about the
Company's ability to continue as a going concern.  The Company
determined not to pay its interest obligations under the Notes on
April 2, 2012, and anticipate an inability to pay interest on the
Notes on future interest payment dates.  Furthermore, the Company
will be required to repay or refinance its Senior Secured Credit
Facilities and the Senior Tranche Advance prior to the repayment
of the Notes and the Company will be required to repay or
refinance the Senior Notes prior to the repayment of the Senior
Subordinated Notes.  The Company has suffered recurring operating
losses resulting in a significant net shareholder's deficit that
raises substantial doubt about its ability to continue as a going
concern.

The Company is operating under a forbearance agreement with its
lenders which defers interest payment obligations and provides
relief from loan covenants through June 29, 2012.  Due to the fact
that the Company has recurring negative cash flows from operations
and recurring losses from operations, the Company will need to
seek additional financing.  There is substantial doubt that the
Company will be able to obtain additional equity or debt financing
on favorable terms, or at all, in order to have sufficient
liquidity to meet its cash requirements for the next twelve
months.

                         Bankruptcy Warning

As of Dec. 31, 2011, the Company was not in compliance with the
covenants under its Senior Secured Credit Facilities and had $0.3
million for additional borrowings under its Revolving Credit
Facility.  As a result, the Company must rely on revenues from its
business to meet its payment obligations under its indebtedness.
The Company determined not to pay its interest obligations under
the Notes on April 2, 2012, and anticipate an inability to pay
interest on the Notes on future interest payment dates.
Furthermore, the Company will be required to repay or refinance
its Senior Secured Credit Facilities and the Senior Tranche
Advance prior to the repayment of the Notes and the Company will
be required to repay or refinance the Senior Notes prior to the
repayment of the Senior Subordinated Notes.  If the Company was
unable to make payments or refinance its debt or obtain new
financing under these circumstances, it would have to consider
other options, such as:

   (a) sales of assets;

   (b) sales of equity;

   (c) negotiations with its lenders to restructure the applicable
       debt; or

   (d) seeking protection under chapter 11 of the U.S. Bankruptcy
       Code.

                           *     *     *

As reported by the Troubled Company Reporter on April 10, 2012,
Moody's Investors Service has downgraded ratings of Hawker
Beechcraft Acquisition Company LLC, including the probability of
default rating to Ca from Caa3. Concurrently, a limited default
("LD") designation has been assigned because Moody's believes that
the company deferred bank debt interest that was due March 30.
Credit facility forbearance until June 29, 2012 has been arranged
for the interest deferral, financial covenant and other breaches.
The LD designation will remain in place until resolution of the
deferred interest payment emerges.

The TCR reported on Sept. 16, 2011, Moody's Investors Service has
lowered all the credit ratings, including the corporate family
rating to Caa3 from Caa2, of Hawker Beechcraft Acquisition Company
LLC.  The rating outlook is negative.

The downgrades reflect Hawker Beechcraft's mounting retained
deficit and Moody's view that the soft economy dims chances for
profitability anytime soon.  Although limited near-term debt
maturities exist, with the prospect of further losses Moody's
views the capital structure to be unsustainable.  Pronounced risk
that some form of restructuring of the company's debt obligations
may occur underscores the negative rating outlook.  Softness in
most developed economies should constrain demand for the smaller
and mid-sized cabin aircraft that comprise the company's Business
and General Aviation product portfolio.  While management has
aggressively lowered overhead and cut production costs, the
revenue outlook seems weak.  As of June 30, 2011, the debt to book
capital ratio was 114% and the trailing 12-month EBITDA to
interest ratio was 0.2x (Moody's adjusted basis).

According to the Dec. 5, 2011 edition of the TCR, Standard &
Poor's Ratings Services lowered its ratings on Hawker Beechcraft,
including the corporate credit rating to 'CCC' from 'CCC+'.  "The
downgrade reflects Hawker's continued poor credit protection
measures and tighter liquidity resulting from declining revenues,
significant (albeit improving) losses, and weak cash generation,"
said Standard & Poor's credit analyst Christopher DeNicolo.  "We
have concerns about the company's ability to maintain covenant
compliance."


HCA HOLDINGS: Expects $8.4 Billion Revenue for Q1 2012
------------------------------------------------------
HCA Holdings, Inc., announced preliminary financial and operating
results for the first quarter ended March 31, 2012.  The financial
results are subject to finalization of the Company's quarterly
financial and accounting procedures.

HCA anticipates revenues for the first quarter will be roughly
$8.380 billion to $8.430 billion, compared to $7.406 billion in
the first quarter of 2011.  Adjusted EBITDA for the first quarter
of 2012 is expected to be roughly $1.795 billion to $1.845 billion
compared to $1.590 billion in the first quarter of 2011.  Same
facility admissions for the first quarter of 2012 increased
roughly 3.2% compared to the prior year.

Financial results for the first quarter ended March 31, 2012,
include two separate adjustments related to Medicare revenues
for prior periods, the net effect of which is expected to result
in increases of roughly $188 million to revenues, and roughly
$170 million to Adjusted EBITDA.

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

                        http://is.gd/uXYIww

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA Inc., founded in 1968,
was one of the nation's first hospital companies.  It has locally
managed facilities that include about 163 hospitals and 109
freestanding surgery centers in 20 states and England and
employing roughly 199,000 people.

The Company's balance sheet at Dec. 31, 2011, showed
$26.89 billion in total assets, $33.91 billion in total
liabilities, and a $7.01 billion stockholders' deficit.

                           *     *     *

HCA Inc. and HCA Holdings Inc. carry 'B+' Issuer Default Rating
from Fitch Ratings; 'B+' Corporate Credit Rating from Standard &
Poor's; and 'B1' Corporate Family and Probability of Default
Ratings from Moody's Investors Service.  In May 2011, Moody's
Investors Service upgraded the Company's CFR and PDR to B1 from
B2.  "The upgrade of HCA's rating reflects the considerable
progress the company has made in improving financial metrics and
managing the company's maturity profile since the November 2006
LBO," said Dean Diaz, a Moody's Senior Credit Officer. "While the
funding of distributions to shareholders at the end of 2010
increased debt levels, the growth in EBITDA and debt repayment
since the LBO have improved leverage metrics considerably from the
high levels seen just after the company went private," continued
Mr. Diaz.


HECKMANN GROUP: S&P Gives 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Coraopolis, Pa.-based Heckmann Corp., a provider
of environmental services including water transportation for
hydraulic fracturing oil and gas projects and oil recycling
services. The outlook is stable.

"At the same time, we assigned our 'B-' issue-level and '6'
recovery ratings to the company's $250 million senior unsecured
notes. The '6' recovery rating indicates our expectation for a
negligible (0% to 10%) recovery for lenders in the event of a
payment default. The company used the note proceeds--along with
$80 million from an equity issuance, $17.5 million of equity held
in escrow, and $63 million of existing cash--to refinance its
secured credit facilities and to acquire Scottsdale, Ariz.-based
oil recycler Thermo Fluids Inc. (TFI; unrated), a provider of used
oil recycling services in the Western U.S. Proceeds were also used
to pay for transaction fees and expenses and other general
corporate purposes," S&P said.

"The ratings on Heckmann reflect the company's 'weak' business
risk profile and 'aggressive' financial risk profile. Heckmann
transports and disposes of water used in the hydraulic fracturing
(fracking) process of oil and gas exploration in shale regions.
Pro forma for the TFI acquisition, we expect the company's
traditional water-related businesses (Heckmann Water Resources, or
HWR) to account for 58% of revenues and the acquired oil-related
businesses to account for 42%. The company's operations are
subject to the supplies and pricing of oil and gas, since adverse
commodity price movements may impact the future development and
growth rates of shale fracking," said Standard & Poor's credit
analyst James Siahaan. "The company has grown significantly during
the past three years, increasing sales to $157 million in 2011
from less than $4 million in 2009. We expect sales to hit $380
million in 2012. Heckmann was founded in 2007 to make investments
in various businesses. Despite favorable credit measures at the
outset, we expect the company to continue to make tuck-in
acquisitions from time to time, many of which may require debt
financing."

"The company acquired TFI for $245 million, with $227.5 million of
the purchase price in the form of cash consideration and $17.5
million as equity issued to the former owners of TFI, which
include equity sponsor CIVC Partners."

"The stable outlook reflects our expectation that hydraulic
fracturing activity will remain favorable to support solid sales
and profitability over the next couple of years, while reductions
in discretionary capital spending will improve the company's free
cash flow generation. Our base case assumes that, over the next
year, Heckmann will be able to maintain adjusted EBITDA margins
of about 25%, with FFO to debt of 25% as well," S&P said.

"We could lower the ratings if downside risks to our forecast were
to materialize, such as greater-than-expected debt incurrence to
fund acquisitions, unfavorable economic trends that reduce the
profitability of hydraulic fracturing, environmental-related
regulations that curtail drilling activity and investments, a
disruption in water pipelines, other operating problems that could
constrain liquidity, or significant debt incurrence to fund a
shareholder distribution. Based on our scenario forecasts, we
could take a negative rating action if the company's sales growth
in 2012 were to fail to meet expectations and its EBITDA margins
decreased to 21%. If this were to happen, Heckmann's FFO to total
adjusted debt would likely fall to about 15%," S&P said.

"We could raise the ratings modestly within the next 12 months if
the company establishes and maintains a track record of reliable
operating performance and its business prospects remain robust.
Although the hydraulic fracturing industry appears to be strong at
present, changes in oil and gas prices could affect profitability
in certain regions, forcing some service providers to incur
unexpected costs as they move manpower and equipment to other
regions. Another important factor in our consideration of a higher
rating is whether Heckmann maintains adequate liquidity levels
despite high capital spending and seasonal working capital-related
borrowings," S&P said.


HEMCON MEDICAL: BofA Disputes Cash Collateral Use
-------------------------------------------------
Debtor HemCon Medical Technologies Inc. is facing opposition from
Bank of America N.A. in the Debtor's bid to use cash collateral.

HemCon and its affiliates are borrowers under a $50 million
syndicated credit facility where BofA is the administrative agent.
The loan is secured by effectively all of the Debtor's personal
property.  According to BofA, as of the petition, HemCon owes the
lenders $23 million under the loan.  Moreover, BofA said it is
doubtful that, as of the bankruptcy filing date, the collateral
for the loan is worth the debt owed.

BofA said it lacks sufficient information about HemCon at this
early stage of the case to make an informed evalution of the
Debtor's cash collateral request.  Otherwise, BofA said, interim
authorization should be shortened until May 4.

The Debtor has proposed to use cash collateral through the earlier
of the final hearing on its request or May 30, 2012.

BofA, however, noted that based on the Debtor's budget, the Debtor
had $1.24 million in cash on the petition date, but will have only
$396,329 in cash by the end of the interim period for which the
Debtor is seeking authorization to use cash collateral.  This,
according to BofA, represents a deterioration of $840,170 in just
under two months.

BofA said that, based on prior representations of the Debtor, the
reorganization will be based on new investment from existing
shareholders or new funding sources.  If no new investors step
forward very quickly, the Debtor's reorganization will become
impossible.

BofA also found it troubling that the Debtor projects it will have
a negative cash position of $50,771 by June 24, 2012.  "In other
words, the Debtor is asking the Court for authorization to use the
Bank's cash collateral to fund the Debtor's rapid, irreversible
march to financial extinction," BofA said.

HemCon had warned it won't be able to pay employees and operating
expenses and will have to cease operations absent authority to use
cash collateral.  HemCon proposes to provide adequate protection
for the use of cash collateral.  Specifically, the Debtor will
grant the bank a replacement security interest in and lien upon
all of Debtor's personal property, except the deposit account
where prepayments made and to be made by the United States of
America, Department of Defense, to the Debtor pursuant to certain
contracts are deposited.  The Debtor said BofA has agreed not to
assert a lien on that account and such account is not Prepetition
Collateral

BofA is represented by:

     Brad A. Goergen, Esq.
     Mark D. Northrup, Esq.
     GRAHAM & DUNN PC
     Tel: 206-624-8300
     E-mail: bgoergen@grahamdunn.com
             mnorthrup@grahamdunn.com

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

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

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

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.


HERITAGE ANIMAL: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Heritage Animal Hospital, Inc.
        150 Waterstradt Commerce Drive
        Dundee, MI 48131

Bankruptcy Case No.: 12-49081

Chapter 11 Petition Date: April 10, 2012

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

Judge: Walter Shapero

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

Scheduled Assets: $61,911

Scheduled Liabilities: $3,864,224

The Company's list of its eight largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/mieb12-49081.pdf

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

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
C&E Holdings, LLC                     12-49081          04/10/12
Cheryl A. Cornprobst                  11-64918          09/21/11
Earl David Cornprobst                 11-64917          09/21/11


HERON LAKE: Posts $1.2-Mil. Net Loss in Jan. 31 Quarter
-------------------------------------------------------
Heron Lake BioEnergy, LLC, filed its quarterly report on Form
10-Q, reporting a net loss of $1.2 million on $38.9 million of
revenues for the three months ended Jan. 31, 2012, compared with
net income of $1.7 million on $39.2 million of revenues for the
same period of the prior fiscal year.

The Company's balance sheet at Jan. 31, 2012, showed $98.3 million
in total assets, $49.5 million in total liabilities, and members'
equity of $48.8 million.

As reported in the Troubled Company Reporter on Feb. 7, 2012,
Boulay, Heutmaker, Zibell & Co. P.L.L.P., in Minneapolis, Minn.,
expressed substantial doubt about Heron Lake BioEnergy's ability
to continue as a going concern, following the Company's results
for the fiscal year ended Oct. 31, 2011.  The independent auditors
noted that the Company previously incurred operating losses
related to difficult market conditions and operating performance.
The Company was previously out of compliance with its master loan
agreement and had a lower level of working capital than was
desired.

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

                       http://is.gd/TnNEpq

Heron Lake, Minnesota-based Heron Lake BioEnergy, LLC, owns and
operates a dry mill corn-based, natural gas fired ethanol plant
near Heron Lake, Minnesota.  The plant has a stated capacity to
produce 50 million gallons of denatured fuel grade ethanol and
160,000 tons of dried distillers' grains (DDGS) per year.


HIGH RIVER: Provides Second Default Status Report
-------------------------------------------------
High River Gold Mines Ltd. is providing its second Default Status
Report in accordance with National Policy 12-203 - Cease Trade
Orders for Continuous Disclosure Defaults.  On March 1, 2012, High
River announced that the Ontario Securities Commission has noted
the Company in default of its continuous disclosure obligations
under Ontario securities law due to the Company not having filed
National Instrument 43-101 compliant technical reports to support
the current mineral reserves and mineral resources at its Zun-
Holba and Irokinda mines.  A management cease trade order in
respect of the Company was issued by the OSC on March 15, 2012.

High River reports that since filing its first Default Status
Report on March 28, 2012, there have not been any material changes
to the information contained therein, nor any failure by High
River to fulfill its intentions as stated therein, and there are
no additional defaults or anticipated defaults subsequent to such
announcement.  Furthermore, there have been no additional material
changes in respect of High River and its affairs that have not
been generally disclosed.

High Rive continues to anticipate that a new technical report for
each of the Zun-Holba and Irokinda mines will be filed by April
16, 2012 and will continue to provide bi-weekly updates, as
contemplated by NP 12-203, until the Technical Reports have been
filed.

The Company also wishes to further clarify several historical
figures that were reported in the Company's press release dated
April 2, 2012, which corrected Selected Financial Results in the
press release issued on March 30, 2012.  Several figures for 2010
and 2009 were disclosed in Canadian GAAP, rather than IFRS and the
Company wishes to clarify the figures, which are set out below.

The 2010 results figures under IFRS are: "Net income (loss)" is
111,658, "Net income (loss) per share (basic)" is 0.13 and "Total
Assets" is 812,463.  The 2009 results figure under IFRS is: "Total
Assets" is 692,020.

                         About High River

High River is an unhedged gold company with interests in producing
mines, development and advanced exploration projects in Russia and
Burkina Faso.  Two underground mines, Zun-Holba and Irokinda, are
situated in the Lake Baikal region of Russia.  Two open pit gold
mines, Berezitovy in Russia and Taparko-Bouroum in Burkina Faso,
are also in production.  Finally, High River has a 90% interest in
a development project, the Bissa gold project in Burkina Faso, and
a 50% interest in an advanced exploration project with NI 43-101
compliant resource estimates, the Prognoz silver project in
Russia.


HORIZON LINES: Restructuring Agreements to End by April 30
----------------------------------------------------------
Horizon Lines, Inc., on April 9, 2012, entered into Amended and
Restated Restructuring Support Agreements to the Restructuring
Support Agreements initially dated March 26, 2012, with certain
holders of its 11.00% first lien secured notes due 2016, 13.00%-
15.00% second lien secured notes due 2016 and 6.00% Series A
Convertible Senior Secured Notes due 2017 and 6.00% Series B
Mandatorily Convertible Senior Secured Notes.

The Amended and Restated Restructuring Support Agreements provide,
among other things, that each of the holders represented to the
Company that it has taken all necessary action to instruct its
custodians to deliver its consents pursuant to the consent
solicitations.  Each holder also agreed that it will not revoke,
withdraw or amend any consent solicitations or instructions.  The
Company also represented to each of the holders that it has
received notices of conversion for at least 99% of the aggregate
principal amount of Convertible Secured Notes.  Termination events
under the Amended and Restated Restructuring Support Agreements
include, but are no limited to:

   (i) a breach by the Company of its obligations under the
       Amended and Restated Restructuring Support Agreements;

  (ii) the occurrence of an event of default in the indenture
       governing the Notes or in the charters identified in the
       Amended and Restated Restructuring Agreements;

(iii) the occurrence of any material changes or waivers in
       certain of the Company's financing documents which are not
       reasonably satisfactory to a majority of the holders of
       Notes that executed the Amended and Restated Restructuring
       Support Agreements; and

  (iv) the failure to restructure the charter obligations by
       April 10, 2012.

The Amended and Restated Restructuring Support Agreements
terminate automatically on April 30, 2012.

On April 5, 2012, the Company entered into a Global Termination
Agreement with Ship Finance International Limited and certain of
its subsidiaries which enabled the Company to terminate early the
bareboat charters of the five foreign-built, U.S.-flag vessels
that formerly operated in the FSX service.  The Global Termination
Agreement became effective on April 9, 2012.

Pursuant to the Global Termination Agreement, in consideration for
the early termination of the vessel leases, and related agreements
and the mutual release of all claims thereunder, the Company
agreed to:

   (i) issue to SFL $40.0 million in aggregate principal amount of
       Second Lien Senior Secured Notes;

  (ii) issue to SFL the number of warrants to purchase 9,250,000
       shares of the Company's common stock at a conversion price
       of $0.01 per common share, which in the aggregate
       represents 10% of the fully diluted shares of such common
       stock after giving effect to such issuance but subject to
       approximately 8% dilution for a management incentive plan;

(iii) transfer to SFL certain property on board the vessels at
       the time of redelivery to SFL without any additional
       payment;

  (iv) reimburse reasonable costs incurred by SFL to (a) return
       the vessels from their current laid up status to operating
       status, which reimbursement will not exceed $0.6 million,
      (b) reposition the vessels from the Philippines to either
       Hong Kong or Singapore, which reimbursement will not exceed
       $0.1 million, (c) remove the Company's stack insignia and
       name from the vessels, which reimbursement will not exceed
       $0.1 million, and (d) complete the reflagging of the
       vessels to the Marshall Islands registry, which
       reimbursement is currently expected to approximate $0.1
       million; and

   (v) reimburse SFL for their reasonable costs and expenses
       incurred in connection with the transaction, which we
       estimate represents an aggregate maximum reimbursement
       obligation to the SFL Parties of $0.6 million.

As part of the overall agreement under the Restructuring Support
Agreements, on March 29, 2012, the Company launched consent
solicitations to make certain amendments to the indentures which
govern (i) the First Lien Secured Notes, (ii) the Second Lien
Secured Notes and (iii) the Convertible Notes.  These amendments
provided, among other things (i) for the issuance of $40.0 million
in aggregate principal amount of Second Lien Notes to SFL pursuant
to the Global Termination Agreement, subordinated to the existing
Second Lien Secured Notes under certain circumstances, (ii) for
the Company to pay-in-kind (PIK) the interest payments on the
Second Lien Secured Notes and the Convertible Notes, (iii) that
SFL may purchase all other outstanding Second Lien Secured Notes
from the holders under circumstances where, among other things,
the Company commences liquidation, administration, or receivership
or other similar proceedings and (iv) for Series B Note holders to
convert their notes at their option.

On April 9, 2012, the Company obtained the requisite consents
under each of the consent solicitations and entered into
supplemental indentures with certain of its subsidiaries and U.S.
Bank National Association, the trustee for each of the Notes, to
amend the indentures pursuant to the consent solicitations
described above.

On April 9, 2012, pursuant to the transactions contemplated by the
Global Termination Agreement, the Company issued 9,250,000
warrants to SFL in a privately negotiated transaction exempt from,
or not subject to, the registration requirements of the Securities
Act of 1933, as amended.  The Warrants were issued pursuant to a
Warrant Agreement, which the Company entered into with The Bank of
New York Mellon Trust Company, N.A, as warrant agent, on April 9,
2012.

Pursuant to the Warrant Agreement, the Warrants entitle SFL to
purchase one share of the Company's common stock at a price of
$0.01 per share, subject to adjustment in certain circumstances.
In lieu of payment of the exercise price, SFL will have the right
to require the Company to convert its Warrants, in whole or in
part, into shares of its Common Stock, and the Company will
withhold, from the shares of Common Stock that would otherwise be
delivered to SFL, shares issuable upon exercise of the Warrants
equal in value to the aggregate exercise price.

                   Board Reduced to Seven Members

On April 9, 2012, the Company's Board of Directors adopted a
resolution that decreased the size of the Company's Board of
Directors to seven members to be comprised of three Class I
Directors, two Class II Directors and two Class III Directors.

Effective April 9, 2012, Alex J. Mandl, William J. Flynn, Bobby J.
Griffin, and Carol B. Hallett resigned from the Company's Board.
Mr. Flynn served on the Audit Committee, Mr. Griffin and Ms.
Hallett served on the Compensation Committee and Mr. Mandl served
on the Nominating and Corporate Governance Committee.  Mr. Mandl
also resigned as the Chairman of the Board of the Company, and the
Board appointed Jeffrey A. Brodsky as Mr. Mandl's replacement.

In addition, effective April 9, 2012, James LaChance (as
chairperson), Mr. Brodsky and Steven L. Rubin will serve on the
Audit Committee; Martin Tuchman (as chairperson), David N.
Weinstein and Kurt M. Cellar will serve on the Compensation
Committee and Mr. Cellar (as chairperson), Mr. Tuchman and Mr.
Weinstein will serve on the Nominating and Corporate Governance
Committee.

                        About Horizon Lines

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

The Company reported a net loss of $229.41 million for the fiscal
year ended Dec. 25, 2011, a net loss of $57.97 million for the
fiscal year ended Dec. 26, 2010, and a net loss of $31.27 million
for the fiscal year ended Dec. 20, 2009.

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

                            Refinancing

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

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

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

                           *     *     *

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

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




HORIZON LINES: Obligated to Complete an "A/B Exchange Offer"
-------------------------------------------------------------
Horizon Lines, LLC, Horizon Lines, Inc., and each of the other
guarantors under the First Lien Secured Notes and Second Lien
Secured Notes entered into an amendment to the registration rights
agreements, initially dated Oct. 5, 2011, with the initial
purchasers thereof.  Pursuant to the Registration Rights Agreement
Amendment, the Company is now obligated to complete an "A/B
Exchange Offer" as soon as practicable to exchange the First Lien
Secured Notes and the Second Lien Secured Notes, but in no event
later than 300 days after the Oct. 6, 2011, issuance of those
notes.  If the Company does not complete the A/B Exchange Offer
within the 300 day period, this will result in a "registration
default" and 0.25% of additional interest per 90 days of
"registration default" will be added to the interest payable on
each of the First Lien Secured Notes and the Second Lien Secured
Notes, up to a maximum of 1.00% of additional interest.

                        About Horizon Lines

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

Horizon Lines reported a net loss of $229.41 million in 2011, a
net loss of $57.97 million in 2010, and a net loss of $31.27
million in 2009.

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

                           Refinancing

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

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

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

                           *     *     *

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

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


HOVNANIAN ENTERPRISES: Offering 5MM shares Under Incentive Plan
---------------------------------------------------------------
Hovnanian Enterprises, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registering 5 million shares of
Class A common stock, par value $0.01 per share, and Class B
common stock, par value $0.01 per share, issuable under the 2012
Stock Incentive Plan.  The proposed maximum offering price is
$10 million.  A copy of the prospectus is available for free at:

                        http://is.gd/1gW2Hs

                    About Hovnanian Enterprises

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

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

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

                           *     *     *

Hovnanian Enterprises carries 'Caa2' Corporate Family and
Probability of Default Ratings from Moody's Investors Service.  As
reported by the Troubled Company Reporter on April 3, 2012,
Moody's explained that the Caa2 corporate family rating reflects
Hovnanian's elevated debt leverage weak gross margins, continued
operating losses, negative cash flow generation, and Moody's
expectation that the conditions in the homebuilding industry over
the next one to two yeas will provide limited opportunities for
improvement in the company's operating and financial metrics.  The
ratings also consider Hovnanian's negative net worth position,
which Moody's anticipates will be further weakened by continuing
operating losses and impairment charges.  At the same time, the
ratings are supported by the company's lack of financial
maintenance covenants and the absence of significant debt
maturities until 2015.  Moody's said the ratings could be lowered
further if the company were to materially deplete its cash
reserves either through sharper-than-expected operating losses or
through a substantial investment or other transaction.

As reported by the TCR in November 2011, Fitch Ratings raised the
Issuer Default Rating of Hovnanian to 'CCC' from Restricted
Default.  Fitch lowered Hovnanian's IDR to RD on Nov. 2, following
the completion of the company's debt exchange offer, which Fitch
viewed as a distressed debt exchange.  Standard & Poor's Ratings
Services also raised its corporate credit rating on Hovnanian to
'CCC-' from 'SD' (selective default).

Hovnanian late last year completed a debt exchange offer, in which
it exchanged $195 million of its seven series of senior unsecured
notes for $141.8 million 5% senior secured notes due 2021 and
$53.2 million 2% senior secured notes due 2021.


HOVNANIAN ENTERPRISES: Closes Sale of 25 Million Class A Shares
---------------------------------------------------------------
Hovnanian Enterprises, Inc., on April 11, 2012, completed an
underwritten public offering of 25,000,000 shares of its Class A
Common Stock, par value $0.01 per share, at a price of $2.00 per
share, pursuant to an underwriting agreement, dated April 4, 2012,
among Hovnanian and Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC and J.P. Morgan Securities LLC.  Pursuant to
the terms of the Underwriting Agreement, Hovnanian has granted the
Underwriters an option to purchase up to 3,750,000 additional
shares of Common Stock to cover over-allotments, if any.

The sale of the Shares was made pursuant to the Registration
Statement on Form S-3 (File No. 333-173365) and the prospectus
supplement, dated April 4, 2012, to the prospectus contained
therein dated April 18, 2011.

The net proceeds from the issuance of the Shares, along with
cash on hand, will be used to fund the purchase of roughly
$15.3 million principal amount of Hovnanian's 6-1/4% Senior Notes
due 2016, roughly $22.8 million principal amount of Hovnanian's
7-1/2% Senior Notes due 2016 and approximately $37.4 million
principal amount of Hovnanian's 8-5/8% Senior Notes due 2017 in a
private transaction.

                    About Hovnanian Enterprises

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

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

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

                           *     *     *

Hovnanian Enterprises carries 'Caa2' Corporate Family and
Probability of Default Ratings from Moody's Investors Service.  As
reported by the Troubled Company Reporter on April 3, 2012,
Moody's explained that the Caa2 corporate family rating reflects
Hovnanian's elevated debt leverage weak gross margins, continued
operating losses, negative cash flow generation, and Moody's
expectation that the conditions in the homebuilding industry over
the next one to two yeas will provide limited opportunities for
improvement in the company's operating and financial metrics.  The
ratings also consider Hovnanian's negative net worth position,
which Moody's anticipates will be further weakened by continuing
operating losses and impairment charges.  At the same time, the
ratings are supported by the company's lack of financial
maintenance covenants and the absence of significant debt
maturities until 2015.  Moody's said the ratings could be lowered
further if the company were to materially deplete its cash
reserves either through sharper-than-expected operating losses or
through a substantial investment or other transaction.

As reported by the TCR in November 2011, Fitch Ratings raised the
Issuer Default Rating of Hovnanian to 'CCC' from Restricted
Default.  Fitch lowered Hovnanian's IDR to RD on Nov. 2, following
the completion of the company's debt exchange offer, which Fitch
viewed as a distressed debt exchange.  Standard & Poor's Ratings
Services also raised its corporate credit rating on Hovnanian to
'CCC-' from 'SD' (selective default).

Hovnanian late last year completed a debt exchange offer, in which
it exchanged $195 million of its seven series of senior unsecured
notes for $141.8 million 5% senior secured notes due 2021 and
$53.2 million 2% senior secured notes due 2021.


HUDSON TREE: Can Borrow $2.53 Million From Bank 7
-------------------------------------------------
Judge Brenda T. Rhoades has authorized Hudson Tree Farm, Inc., to
incur secured debt from Bank 7.  The Debtor and Bank 7 will pay
the new loan proceeds of $2,525,000 directly to AgriLand PCA
immediately at closing.  In addition to the Loan Proceeds, the
principals of the Debtor will pay an additional $20,000 from funds
that are not property of the bankruptcy estate to AgriLand.

Prior to the Petition Date, the Debtor issued notes amounting to
$2.5 million to AgriLand.  The loan is secured by valid, perfected
and enforceable liens, security interests and assignments of
substantially all assets of the Debtor, which include the Debtor's
real property, bank account, accounts receivables, equipment and
inventory.

                       About Hudson Tree Farm

Bonham, Texas-based Hudson Tree Farm, Inc., dba Kennedy Arbor, has
been engaged in the business of growing and selling trees.  The
company is formerly known as Hudson & Williams Investments, Inc.
Hudson Tree Farm filed for Chapter 11 bankruptcy (Bankr. E.D. Tex.
Case No. 11-43633) on Dec. 5, 2011.  Chief Judge Brenda T. Rhoades
oversees the case.  Bill F. Payne, Esq., at The Moore Law Firm,
LLP, serves as the Debtor's counsel.  In its schedules, the Debtor
disclosed assets of $11.7 million and liabilities of $2.6 million.
The petition was signed by Mark Hudson, president.


HWI GLOBAL: To Get $150,000 Settlement Payment from USSAG
---------------------------------------------------------
HWI Global, Inc., on April 9, 2012, received the executed
Settlement Agreement and Mutual Release with United Securities of
Switzerland AG for the sum of US$150,000 to be paid by USSAG to
the Company no later than April 30, 2012, for breach of a
Subscription Agreement previously entered into by the parties on
July 14, 2011, in which the Company agreed to sell up to an
aggregate of 2,857,142 common shares to (USSAG) a private non-U.S.
investor for aggregate proceeds of up to $999,999.  The proceeds
were expected to be received in four tranches of $250,000, subject
to certain conditions.  The first tranche was scheduled to be
received on Aug. 13, 2011, with additional tranches expected to
follow in 90 day increments.  With the final payment of US$68,750
on or about March 8, 2012, USSAG completed funding of the first
tranche.  USSAG failed to fund the second and third tranches,
thereby breaching the Subscription Agreement.

The Settlement Agreement and Mutual Release for the consideration
of the sum of US$150,000 paid by USSAG to the Company, discharges
USSAG from its funding obligations for the second and third
tranches and mutually releases one and another including
affiliated parent and subsidiary companies, and their employees,
etc.

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

                        http://is.gd/CDhOwn

                          About HWI Global

HWI Global, Inc., headquartered in Pittsburgh, Pa., is a turnkey
provider of cleanroom systems; designing, engineering,
manufacturing, installing and servicing principal component
systems for advanced cleanrooms.

For the nine months ended Sept. 30, 2011, the Company has reported
a net loss of $885,409 on $2.8 million of contract revenues
earned, compared with net income of $4,326 on $2.7 million of
contract revenues earned for the same period last year.

The Company's balance sheet at Sept. 30, 2011, showed $1.1 million
in total assets, $2.6 million in total current liabilities, and a
stockholders' deficit of $1.5 million.

As reported in the TCR on May 3, 2011, MaloneBailey, LLP, in
Houston, expressed substantial doubt about IVT Software (now known
as HWI Global)'s ability to continue as a going concern, following
the Company's results for the fiscal year ended Dec. 31, 2010.
The independent auditors noted that the Company has suffered
recurring losses from operations.


ICG REAL ESTATE: Sec. 341 Creditors' Meeting Set for May 15
-----------------------------------------------------------
The U.S. Trustee in Detroit, Michigan, will convene a meeting of
creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case
of ICG Real Estate Advisors, LLC on May 15, 2012, at 2:00 p.m. at
room 315 E, 211 W. Fort St. Bldg., in Detroit.

Proofs of claim are due in the case by Aug. 13, 2012.

ICG Real Estate Advisors, LLC, filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 12-48896) in Detroit on April 9, 2012.
Wayne, Michigan-based ICG estimated assets of $50 million to
$100 million and debts of $10 million to $50 million.

Judge Marci B. McIvor presides over the case. Kenneth A. Nathan,
Esq., at Nathan Zousmer, P.C., in Southfield, Michigan, serves as
counsel to the Debtor.

ICG Real Estate Advisors -- http://icgreit.com-- manages
Inheritance Capital Group, LLC, a private equity commercial real
estate firm founded in 2006 with international capabilities based
in Southfield, Michigan.

ICG Real Estate Advisors claims to be the only minority owned
enterprise in the country certified by the Minority Business
Development Council (MBDC) to buy and sell corporate sale lease
backs.  ICG Real Estate Advisors specializes in single tenant net
lease real estate nationwide.


IMH FINANCIAL: SEC Completes Investigation; No Action Taken
-----------------------------------------------------------
Outside legal counsel to IMH Financial Corporation received a
letter dated April 11, 2012, from the Los Angeles Regional Office
of the United States Securities and Exchange Commission stating
that it has completed its investigation of the Company and that it
does not intend to recommend any enforcement action by the
Commission.

                         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.

The Company reported a net loss of $35.19 million in 2011, a net
loss of $117.04 million in 2010, and a net loss of $74.47 million
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.


INNOVARO INC: Pender Newkirk Raises Going Concern Doubt
-------------------------------------------------------
Innovaro, Inc., filed on April 11, 2012, its annual report on Form
10-K for the fiscal year ended Dec. 31, 2011.

Pender Newkirk & Company LLP, in Tampa, Florida, expressed
substantial doubt about Innovaro's ability to continue as a going
concern.  The independent auditors noted that the Company incurred
a net loss during the year ended Dec. 31, 2011, and has an
accumulated deficit of $76.5 million and has a working capital
deficit of $1.24 million as of Dec. 31, 2011.

The Company reported a net loss of $4.9 million on $14.9 million
of revenue for 2011, compared with a net loss of $19.1 million on
$13.1 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $20.8 million
in total assets, $10.0 million in total liabilities, and
stockholders' equity of $10.8 million.

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

                       http://is.gd/9ur6ev

Tampa, Fla.-based Innovaro, Inc., provides a comprehensive
portfolio of end-to-end innovation solutions primarily in the
United States and the United Kingdom.  In 2011, the Company
reorganized into two new lines of business: Strategic Services and
Technology Services.  The strategic services segment enables the
Company's clients to become more efficient by finding new avenues
to grow, fighting commoditization, improving return on investment,
transforming the organization, and removing barriers to
innovation.  The technology services business provides information
to assist clients in gaining insights and making decisions.


INNOVATIVE FOOD: Has Extension Agreement with Noteholders
---------------------------------------------------------
Innovative Food Holdings, Inc., on April 6, 2012, entered into an
Extension Agreement with certain holders of convertible notes
issued by the Company, which are past due, and warrants issued by
the Company, certain of which are set to expire shortly.  The
agreement provides for among other things:

    (i) the extension of notes held by those parties to be
        extended to Oct. 3, 2013;

   (ii) the waiver of any current defaults under those notes;

  (iii) an acknowledgement and agreement by the noteholders that
        upon execution of that Extension Agreement none of the
        notes are in default and, to the best knowledge of said
        parties, there are no existing breaches pursuant to the
        terms of any note or Subscription Agreement between the
        parties that would cause a default under any of the notes;
        and

   (iv) the extension of the expiration date of certain warrants
        held by those parties until April 3, 2015.

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

                        http://is.gd/RbUJfi

                       About Innovative Food

Naples, Fla.-based Innovative Food Holdings, Inc., through its
subsidiaries, provides perishables and specialty food products to
the wholesale foodservice industry.

The Company reported net income of $1.49 million in 2011, compared
with a net loss of $2.11 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.42 million
in total assets, $4.79 million in total liabilities, all current,
and a $3.37 million total stockholders' deficiency.

For 2011, RBSM LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
significant losses from operations since its inception and has a
working capital deficiency.


INTELSAT SA: Unit to Purchase 9 1/2 and 11 1/4 Senior Notes
-----------------------------------------------------------
Intelsat S.A. announced that its subsidiary, Intelsat Jackson
Holdings S.A., is amending the terms of its previously announced
tender offer for its 9 1/2% Senior Notes due 2016.  Intelsat
Jackson is now offering to purchase for cash any and all of its
$701,913,000 outstanding 9 1/2% Notes.  The terms of Intelsat
Jackson's previously announced tender offer for its 11 1/4% Senior
Notes due 2016 remain unchanged.

Intelsat Jackson has retained Goldman, Sachs & Co. to act as the
dealer manager for each of the Tender Offers.  Global Bondholder
Services Corporation will act as the Information Agent and the
Depositary for each of the Tender Offers.  Questions regarding
either of the Tender Offers should be directed to Goldman, Sachs &
Co. at (800) 828-3182 (toll-free) or (212) 357-0345 (collect).
Requests for documentation should be directed to Global Bondholder
Services Corporation at (866) 470-3900 (toll-free) or (212) 430-
3774 (collect).

Intelsat S.A. previously announced that its subsidiary, Intelsat
Jackson Holdings is commencing a tender offer to purchase for cash
up to $310,000,000 aggregate principal amount of its $701,913,000
outstanding 9 1/2% Senior Notes due 2016 and a tender offer to
purchase for cash up to $470,000,000 aggregate principal amount of
its $1,048,220,000 outstanding 11 1/4% Senior Notes due 2016.
Each Tender Offer is being made independently of the other Tender
Offer.

Holders who validly tender their Notes prior to 5:00 p.m., New
York City time, on Wednesday, April 25, 2012, will be eligible to
receive total consideration of $1,039.17 per $1,000 principal
amount of 9 1/2% Notes and $1,045.50 per $1,000 principal amount
of 11 1/4% Notes, each of which includes an early tender payment
of $30.00 per $1,000 principal amount of Notes tendered.  Holders
must validly tender and not validly withdraw their Notes, and have
their Notes accepted for purchase in the applicable Tender Offer,
at or prior to the Early Tender Time in order to be eligible to
receive the total consideration, including the early tender
payment.

If the purchase of all validly tendered Notes of a series would
cause the Company to purchase a principal amount greater than the
applicable Tender Cap, then the relevant Tender Offer will be
oversubscribed and Intelsat Jackson, if it accepts Notes in such
Tender Offer, will accept for purchase tendered Notes on a
prorated basis as described in the Offer to Purchase.

The Tender Offers are scheduled to expire at 12:00 midnight, New
York City Time, on Wednesday, May 9, 2012, unless extended or
earlier terminated by Intelsat Jackson.

                           About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.

The Company reported a net loss of $433.99 million in 2011, a net
loss of $507.77 million in 2010, and a net loss of $782.06 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $17.36
billion in total assets, $18.45 billion in total liabilities,
$1.14 billion total Intelsat S.A. shareholder's deficit, and
$50.92 million noncontrolling interest.

                          *     *     *

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.


INTELSAT SA: Subsidiary to Offer $800 Million 7-1/4 Senior Notes
----------------------------------------------------------------
Intelsat S.A., announced that its subsidiary, Intelsat Jackson
Holdings S.A., intends to offer $800,000,000 aggregate principal
amount of 7 1/4% Senior Notes due 2020.  The notes will be issued
under the same indenture as Intelsat Jackson's existing 7 1/4%
Senior Notes due 2020.

Intelsat Jackson's obligations under the notes will be guaranteed
by certain of its parent and subsidiary companies.  The net
proceeds from the sale of the notes are expected to be used by
Intelsat Jackson to purchase up to $310,000,000 aggregate
principal amount of its $701,913,000 outstanding 9 1/2% Senior
Notes due 2016 and up to $470,000,000 aggregate principal amount
of its $1,048,220,000 outstanding 11 1/4% Senior Notes due 2016,
in each case that are validly tendered in connection with Intelsat
Jackson's tender offers announced today, to pay related fees and
expenses and for general corporate purposes.

In addition, upon the pricing of the Intelsat Jackson notes
offering, Intelsat S.A. expects to obtain agreements from certain
financial institutions to provide unsecured term loan commitments
sufficient to refinance in full its 6 1/2% Senior Notes due 2013
on or immediately prior to their maturity date, in the event that
Intelsat S.A. does not otherwise refinance or retire the Intelsat
S.A. Notes.  These term loans will have a maturity of two years
and the funding thereof is subject to various terms and
conditions.

Intelsat Jackson priced $1,200,000,000 aggregate principal amount
of 7 1/4% senior notes due 2020 at an offering price of 101.75%,
plus accrued and unpaid interest from April 15, 2012.  The notes
will provide an effective yield of 6.91%.  The notes will be
issued under the same indenture as Intelsat Jackson's existing
7 1/4% senior notes due 2020.  Intelsat Jackson's obligations
under the notes will be guaranteed by certain of its parent and
subsidiary companies.

                           About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.

The Company reported a net loss of $433.99 million in 2011, a net
loss of $507.77 million in 2010, and a net loss of $782.06 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $17.36
billion in total assets, $18.45 billion in total liabilities,
$1.14 billion total Intelsat S.A. shareholder's deficit, and
$50.92 million noncontrolling interest.

                          *     *     *

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.


INTELSAT JACKSON: S&P Keeps 'B' Rating on $1.8-Bil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Intelsat Jackson
Holdings S.A.'s 7.25% senior notes due 2020 remain unchanged
following the company's proposed $800 million tack-on to the
offering. "The issue-level rating on the notes offering remains at
'B' with a recovery rating of '3', indicating our expectation that
lenders would receive meaningful (50%-70%) recovery in the event
of a payment default. The proposed notes would be guaranteed by
certain subsidiaries of Intelsat Jackson," S&P said.

"Concurrent with this proposed issuance, Intelsat plans a tender
offer for up to $470 million of the Intelsat Jackson 11.25% senior
notes due 2016 (which are not guaranteed by its subsidiaries) and
up to $310 million of the Intelsat Jackson 9.5% senior notes due
2016 (which are guaranteed by certain subsidiaries of Intelsat
Jackson). The company expects to use the proceeds from the new
debt offering to finance these tenders. We have previously said
that the company has the capacity to refinance the entire Intelsat
Jackson 11.25% senior notes with guaranteed Jackson debt and still
retain the 'B' issue-level ratings and '3' recovery ratings on the
guaranteed Jackson unsecured debt," S&P said.

"The proposed transactions, if completed, would not affect our
financial risk assessment on Washington, D.C.-based parent
Intelsat Global S.A., which remains 'highly leveraged.' The 'B'
corporate credit rating and stable outlook also remain unchanged,"
S&P said.

RATINGS LIST

Intelsat Jackson Holdings S.A.
Corporate credit rating              B/Stable/--
$1.8B 7.25% sr nts due 2020          B
   Recovery rating                    3


IVANHOE ENERGY: Reports $25.3-Mil. Net Loss in 2011
---------------------------------------------------
Ivanhoe Energy Inc. filed on March 15, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

Deloitte & Touche LLP, in Calgary, Canada said that as of Dec. 31,
2011, the Company had an accumulated deficit of $298.5 million,
and working capital of $30.7 million, excluding assets held for
sale and derivative financial liabilities, and during the year
ended Dec. 31, 2011, cash used in operating activities was
$26.2 million and the Company expects to incur further losses in
the development of its business.  These conditions indicate the
existence of a material uncertainty that casts substantial doubt
about the Company's ability to continue as a going concern.

The Company reported a net loss of $25.3 million on $38.0 million
of revenue for 2011, compared with a net loss of $26.6 million on
$21.9 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$413.7 million in total assets, $99.6 million in total
liabilities, and stockholders' equity of $314.1 million.

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

                       http://is.gd/oFhHpD

Vancouver, Canada-based Ivanhoe Energy Inc. is an independent
international heavy oil development and production company focused
on pursuing long term growth in its reserve base and production
using advanced technologies, including its HTL(TM) technology.
Core operations are in Canada, Ecuador, China and Mongolia, with
business development opportunities worldwide.


JOHN D OIL: Sec. 341 Creditors' Meeting Set for May 11
------------------------------------------------------
The U.S. Trustee in Erie, Pa., will convene a Meeting of Creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of John D. Oil
& Gas Co. on May 11, 2012, at 1:00 p.m. at Room B110, U.S.
Courthouse, 17 South Park Row, in Erie.

Objection to dischargeability of certain debts are due
July 10, 2012.  Proofs of claim are due by Aug. 9, 2012.

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

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


JO-ANN STORES: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Hudson, Ohio-based Jo-Ann Stores Inc. and revised
the outlook to positive from stable.

"At the same time, we affirmed the 'B+' (one notch above the
corporate credit rating) issue-level rating on the company's $650
million senior secured term loan B facility due 2018. The recovery
rating is '2', indicating our expectation of substantial (70% to
90%) recovery for lenders in the event of a payment default. We
also affirmed the 'CCC+' (two notches below the corporate credit
rating) issue-level rating on the company's $450 million senior
unsecured notes due 2019. The recovery rating is '6', indicating
our expectation of negligible (0% to 10%) recovery for note
holders in the event of a payment default," S&P said.

"The rating action reflects Standard & Poor's Ratings Services'
forecast that Jo-Ann Stores Inc.'s recent financial ratio
improvement from sales growth and margin expansion can continue,
even in a low-growth economy," said Standard & Poor's credit
analyst Brian Milligan.

"Our positive rating outlook reflects our expectation that recent
financial ratio improvement can continue even in a low-growth
economy, with the possibility for ratios to reach levels that
indicate an aggressive financial risk profile within the next 12
months," S&P said.

"We could raise our ratings if positive operating performance
trends continue and it becomes clear that financial ratios will
improve to levels indicating an aggressive financial risk profile,
including operating lease-adjusted total debt to EBITDA reaching
the low-5x area and funds from operations to total debt exceeding
15%. Based on last fiscal year's fourth-quarter results, EBITDA
would have to increase nearly 20% for leverage to reach the low-5x
area and FFO would have to increase about 15% for FFO to total
debt to exceed 15%," S&P said.

"We could revise our outlook to stable if positive operating
performance trends reverse, causing financial ratio improvement to
stall or worsen and leading us to revise our forecast to reflect
financial ratios remaining firmly within levels indicative of a
highly leveraged financial risk profile, including operating
lease-adjusted total debt to EBITDA remaining near 6x and FFO to
total debt decreasing to about 12%. Based on last fiscal year's
fourth-quarter results, EBITDA growth would have to remain flat
for leverage of about 6.0x and FFO would have to decrease 9% for
FFO to total debt of about 12%," S&P said.


JOHN D OIL: Can Employ Walthall Drake as Accountants
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has authorized Great Plains Exploration LLC to employ James E.
Sprague and Walthall, Drake & Wallace, LLP, as its accountants to
assist the Debtor by providing advise on financial and tax
matters, as well as preparing certain tax returns, reports
and calculations.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

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


JOHN D OIL: Can Employ Maloney & Novotny as Auditors
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has authorized John D. Oil & Gas Co. to employ Peter Szendrey and
Maloney & Novotny LLC as auditors.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

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


JOHN D OIL: Great Plains Can Access RBS Cash Collateral Thru July
-----------------------------------------------------------------
Chief Judge Thomas P. Agresti has authorized Great Plains
Exploration LLC to use the cash collateral of prepetition lender,
RBS Citizens, N.A., dba Charter One, in accordance with a budget,
up to July 31, 2012.  The Debtor may exceed any line item in the
Budget, so long as the aggregate amount of the variance on the
Budget for any week on a rolling net basis is not exceeded by more
than 10%.

The cash collateral constitutes revenues from the production,
drilling, and sale of oil to fund general operations, including,
wages, taxes, insurance payments and maintenance costs, while in
Chapter 11 proceedings.  The revenues constitute RBS's cash
collateral.

As adequate protection, the Court said the Lender is granted
replacement liens on all of the Debtor's property.  As additional
adequate protection, the Debtor will pay the Lender amounts
specified under "RBS Interest" in the Budget.  The Lender will
also be entitled an allowed superpriority claim which will be
subordinate to and subject to a $25,000 Carve-Out for payment of
U.S. Trustee, Court, and professional fees.

A copy of the cash collateral budget is available for free at:

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

In August 2007, Oz Gas and Great Plains executed and delivered to
RBS a Revolving Credit Note for $25 million.  Oz Gas and Great
Plains granted RBS a security interest in their assets, including
accounts; inventory; fixed collateral, including, but not limited
to, machinery and equipment, producing wells, undeveloped oil and
gas properties, and related sales contracts.

In March 2008, John D. and Richard M. Osborne executed and
delivered to RBS an Amended and Restated Revolving Credit Note for
$9.5 million.  John D. granted RBS a security interest in their
assets.

On June 18, 2010, Oz Gas and Great Plains, along with other non-
debtor parties including Richard M. Osborne and The Richard M.
Osborne Trust, entered into a Forbearance Agreement with RBS
pursuant to which RBS agreed to forbear from enforcing its rights
and remedies under the loan agreements until July 1, 2011.  RBS
claims that the Forbearance Agreement expired on July 1, 2011, and
the lines of credit have not been paid off.

Notwithstanding the expiration date, Great Plains said all
required payments under the Forbearance Agreement were made as
agreed.

On Nov. 21, 2011, at the request of RBS, a receiver was appointed
for all three corporate Debtors, in the United States District
Court for the Northern District of Ohio at case No. 11-cv-2089-
CAB.  District Judge Christopher A. Boyko issued an order
appointing Mark E. Dottore as receiver.  The Order Appointing
Receiver was appealed to the Sixth Circuit Court of Appeals on
Dec. 19, 2011 and the appeal is currently pending.

RBS claims that the total balance due and owing on the Oz/GP Note
and the John D. Note is roughly $30 million.

                        About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10059) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

Judge Thomas P. Agresti oversees the cases.  Robert S. Bernstein,
Esq., at Bernstein Law Firm P.C., serves as counsel to the
Debtors.  Each of Great Plains and Oz Gas estimated $10 million to
$50 million in assets and debts.  John D. Oil's balance sheet at
Sept. 30, 2011, showed $8.12 million in total assets, $12.92
million in total liabilities and a $4.79 million total deficit.
The petitions were signed by Richard M. Osborne, CEO.

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


KHAN RESOURCES: Receives TSX Delisting Notice
---------------------------------------------
Khan Resources Inc. on April 12 disclosed that it has received a
notice from the Toronto Stock Exchange that the TSX has decided to
delist the Company's securities effective at the close of market
on May 11, 2012.  The TSX has determined that the Company has
failed to meet the continued listing requirements of the TSX, on
the basis of its determination that the Company: 1) has ceased to
be actively engaged in ongoing business, 2) discontinued or
divested a substantial portion of operations, 3) did not spend at
least $350,000 on exploration and/or development work in the most
recent year, and 4) has discontinued or materially changed the
nature of its business.  These determinations are as a result of
the Company putting its Dornod uranium project in Mongolia on a
care and maintenance status and initiating an international
arbitration action for US$200 million in January 2011 against the
Government of Mongolia and its state-owned uranium company,
MonAtom LLC.

Trading in the Company's common shares will continue on the TSX
for 30 days before delisting.  The Company is pleased to announce
that its common shares have been conditionally approved for
trading on the Canadian National Stock Exchange.  While there can
be no assurance that the CNSX listing will be completed prior to
the TSX delisting, the Company is hopeful the formal approval by
the CNSX will be completed in the near future and there will be no
disruption to trading in Khan shares during the change-over.  The
Company will inform shareholders of the details of the transition
when determined.

Khan Resources Inc. engages in the acquisition, exploration, and
development of uranium properties in Mongolia.


LANDRY'S INC: Moody's Rates $400MM Sr. Unsec. Notes '(P)Caa1'
-------------------------------------------------------------
Moody's Investors Service assigned a (P)B1 rating to Landry's
Inc.'s proposed $1.2 billion bank credit facility and a (P)Caa1
(LGD 5, 87%) to its proposed $400 million senior unsecured notes
due 2020. Moody's also affirmed the B2 Corporate Family Rating and
Probability of Default Rating of Landry's Holdings, Inc. (Landry's
Holdings). All other ratings of Landry's Holdings and Landry's
were affirmed. In addition, the outlook was changed to stable from
negative.

Ratings Rationale

Despite the incremental increase in funded debt to provide a
dividend to Landry's parent company the stabilization of the
outlook reflects Moody's view that Landry's will successfully
integrate recent acquisitions and that earnings and debt
protection metrics will continue to improve as management focuses
on reducing costs. The outlook also acknowledges that credit
metrics will be very weak at the close of the transaction but are
expected to materially improve over the intermediate term as a
full year of earnings from recent acquisitions and cost saving
initiatives are fully realized. However, in the event cash
outflows, particularly for dividends or capital expenditures, were
to exceed Moody's current expectations, the stable outlook could
be revisited. The outlook also expects that liquidity will remain
adequate.

The B2 Corporate Family Rating reflects the company's relatively
high leverage and modest coverage, soft consumer spending
environment that will continue to pressure earnings and aggressive
financial policies. The ratings also reflect the company's
adequate liquidity, material scale, and the solid brand value of
its various restaurant concepts.

Proceeds from the proposed $1.2 billion bank facility along with
$200 million of proceeds from the senior unsecured notes will be
used to refinance all outstanding debt at Landry's Holdings,
Landry's and Fertitta Morton's Restaurants, Inc. In addition,
approximately $200 million of proceeds from the senior unsecured
notes will be used to fund a dividend to the parent company of
Landry's to be used for general corporate purposes. Once the
proposed transaction is complete all of the companies restaurant
concepts -- including McCormick & Schmicks, Morton's, and Claim
Jumper some hotels and amusement assets will be held by Landry's
Inc., the borrower under the proposed credit agreement.

Upon successful completion of the transaction and receipt and
review of final documentation the provisional designation will be
removed and concurrently, a B1 rating will be assigned to Landry's
Inc.'s first lien term loan and revolver and a Caa1 (LGD 5, 87%)
will be assigned to the unsecured notes. At the same time, all
ratings of Landry's Holdings will be withdrawn and a B2 Corporate
Family Rating and Probability of Default Rating will be assigned
to Landry's Inc. with a stable outlook.

In addition, the existing ratings and outlook for Fertitta
Morton's Restaurants, Inc. will be withdrawn upon repayment in
full of all outstanding debt as outlined in the Landry's
transaction documents.

Ratings affirmed are:

Landry's Holdings, Inc.

Corporate Family Rating at B2

Probability of Default Rating at B2

$110 million senior secured notes, due 2014 at Caa1 (LGD 5, 87%)

The outlook is stable.

Landry's Inc

$100 million guaranteed senior secured 1st lien revolver due
12/15/2014, at Ba2 (LGD 1, 9% )

$187 million guaranteed senior secured 1st lien term loan due
12/15/2014, at Ba2 (LGD 1, 9%)

$540 million senior secured 2nd lien notes, due 12/01/2015 at B3
(LGD 4, 62%)

SGL-3 Speculative Grade Liquidity rating

Fertitta Morton's Restaurants Inc.

Corporate Family Rating at B3

Probability of Default Rating at Caa1

$15 million guaranteed senior secured revolver due 2016, at B2
(LGD 2, 28% )

$200 million senior secured term loan, due 2017 at B2 (LGD 2,
28%)

The outlook is stable.

Ratings assigned are:

Landry's Inc.

$200 million guaranteed senior secured revolver due 2017, rated
(P)B1 (LGD 3, 34% )

$1.0 billion guaranteed senior secured term loan B due 2017,
rated (P)B1 (LGD 3, 34%)

$400 million guaranteed senior unsecured notes due 2020, rated
(P)Caa1 (LGD 5, 87%)

Given the significant amount of integration risk, higher debt
levels, and soft consumer spending a higher rating over the
intermediate term is unlikely. However, factors that could result
in an upgrade include a sustained improvement in earnings driven
by positive operating trends and lower costs. Specifically, an
upgrade would require debt to EBITDA below 4.5 times and EBITA
coverage of interest above 2.0 times.

Factors that could result in a downgrade include a deterioration
in operating performance or an inability to continuously reduce
financial leverage below 6.0 times and improve coverage.
Specifically, a downgrade could occur if debt to EBITDA exceeded
6.0 times or EBITA to interest fell below 1.5 times on a sustained
basis.

The principal methodology used in rating Landry's Inc. was the
Global Restaurants 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.

Landry's Inc. owns and operates mostly casual dining restaurants
under the trade names Landry's Seafood House, Chart House,
Saltgrass Steak House, Rainforest Caf‚, Bubba Gump, and McCormick
& Schmicks. Landry's Holdings, Inc. is a holding company which
owns the Fertitta Group -- the legal entity which owns Landry's
Inc. and Fertitta Morton's Restaurants, Inc. Landry's Inc. also
owns and operates the Golden Nugget hotel and casino in Las Vegas,
Nevada. Annual revenue of the restaurant group is approximately
$2.0 billion.


LANDRY'S INC: S&P Rates Proposed $400M Sr. Unsecured Notes 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its existing ratings on
Houston-based Landry's Inc. will remain unchanged, following the
company's announcement to issue new senior unsecured notes and
change certain terms and conditions on its proposed bank credit
facilities. "We assigned our 'CCC+' issue-level rating and a '6'
recovery rating to the company's proposed $400 million senior
unsecured notes due 2020. The '6' recovery rating reflects our
expectation for negligible (0% to 10%) recovery for lenders in the
event of a payment default," S&P said.

"The company also announced changes to its proposed bank credit
facilities. These changes include reducing the revolving credit
facility by $50 million to $200 million, increasing the term loan
B by $50 million to $1 billion, and eliminating the $200 million
term loan A. The 'B+' issue-level and '2' recovery ratings on the
bank credit facilities remain unchanged. The recovery rating of
'2' indicates our expectation of substantial (70% to 90%) recovery
for lenders in the event of a payment default," S&P said.

"The corporate credit rating on Landry's is 'B' and the rating
outlook is stable. The 'B' rating continues to reflect our view of
Landry's financial risk profile as 'highly leveraged.' With the
additional senior unsecured notes, we anticipate pro forma
leverage of nearly 6x and funds from operations to debt of about
9%. In our base-case forecast that incorporates 2% same-store
sales and debt reduction with about half of excess cash flows, we
see leverage declining to the low-5x area and funds from
operations to debt of 12%, which are in line with levels
indicative of the 'B' rating," S&P said.


LARSON LAND: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Larson Land Company, LLC
          fka Select Onion Co., LLC
        P.O. Box 1010
        Ontario, OR 97914

Bankruptcy Case No.: 12-00820

Chapter 11 Petition Date: April 12, 2012

Court: U.S. Bankruptcy Court
       District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: Brent T. Robinson, Esq.
                  ROBINSON, ANTHON & TRIBE
                  P.O. Box 396
                  Rupert, ID 83350
                  Tel: (208) 436-4717
                  E-mail: btr@idlawfirm.com

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

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

The petition was signed by Farrell Larson, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
ConAgra Foods, Inc.                --                  $41,598,201
One ConAgra Drive
Omaha, NE 68102

Larson Skyline Farms               Other Debt           $7,748,101
4395 Heinz Boulevard
Ontario, OR 97914

ConAgra Foods                      Personal Loan        $5,000,000
One ConAgra Drive
Omaha, NE 68102

Zions Bank                         Personal Loan        $3,000,000
One South Main Street
Salt Lake City, UT 84133

Internal Revenue Service           Income Tax             $509,371
P.O. Box 9941
Ogden, UT 84409-0941

Peoples Capital Leasing            Personal Loan          $282,644
255 Bank Street, 4th Floor
Waterbury, CT 06702

Forum Financial Services           Other Debt             $270,523
275 West Campbell Road, Suite 320
Richardson, TX 75080

Forum Financial Services           Personal Loan          $270,523
275 West Campbell Road, Suite 320
Richardson, TX 75080

Oregon Department of Revenue       Other Tax              $225,577

Idaho Package Company              Other Debt             $199,346

Kelomar Inc.                       Other Debt             $171,625

Murakami Produce                   Other Debt             $160,192

Arden's Industrial Floor           Other Debt             $157,424

Wells Fargo Equipment              Other Debt             $150,000

Idaho Power                        Utility Bill            $84,307

Williams Kastner & Gibbs           Legal Bill              $82,332

Rose City Printing                 Personal Loan           $80,186

J&S Financial Corp                 Other Debt              $78,000

HB Specialty Foods                 Other Debt              $77,173

Cascade Natural Gas                Utility Bill            $58,647


LIBORIO MARKET: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Liborio Market, Inc.
          dba Liborio Markets
        171 S. Hudson Avenue
        Pasadena, CA 91101

Bankruptcy Case No.: 12-23254

Affiliates that simultaneously filed Chapter 11 petitions:

  Debtor                    Case No.
  ------                    --------
Alejo Markets, Inc.        12-bk-23270
A&A Ontario Market, Inc.   12-bk-23271
Alejo Grocers, Inc.        12-bk-23273
Liborio Markets #5, Inc.   12-bk-23275
Liborio Markets #7, Inc.   12-bk-23276
Liborio Markets #8, Inc.   12-bk-23277
Liborio Markets #10, Inc.  12-bk-23278

Chapter 11 Petition Date: April 13, 2012

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

Judge: Barry Russell

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.com

Lead Debtor's
Estimated Assets: $100,001 to $500,000

Lead Debtor's
Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by John Alejo, authorized agent.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Unified                            --                     $323,576
P.O. Box 60064
City Of Industry, CA 91716

Meatco Provisions Inc.             --                      $94,190
4901 S. Boyle Avenue
Vernon, CA 90058

Western Union                      --                      $80,917
P.O. Box 6996 MS M22A2
Greenwood Village, CO 80155

Rockview Farms                     --                      $78,752

AA Ranch                           --                      $70,059

HB Poultry Inc.                    --                      $62,441

Peitzman Weg LLP                   --                      $49,309

Pan-American Banana                --                      $42,587

Blue Cross of America              --                      $41,879

Coca Cola Bottling Company Co.     --                      $32,586

Casa Lupe                          --                      $25,018

J&C Tropicals                      --                      $22,883

Mission Foods Products             --                      $19,787

Ace Beverage Co.                   --                      $19,580

Cacique Dist USA                   --                      $18,522

EG Distributors                    --                      $17,000

Cargill Food Dist                  --                      $13,354

C&F Foods                          --                      $14,785

The Marguiles Law Firm             --                      $14,585

Lawrence Wholesale                 --                      $14,116


LIGHTSQUARED INC: Bank Debt Trades at 54% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which LightSquared Inc.
is a borrower traded in the secondary market at 45.55 cents-on-
the-dollar during the week ended Friday, April 13, 2012, a drop of
0.28 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays F+1200 basis points to borrow under the
facility.  The bank loan matures on Oct. 1, 2014.  The loan is one
of the biggest gainers and losers among 156 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                     About LightSquared Inc.

LightSquared Inc. -- http://www.lightsquared.com/-- is a company
that plans to develop a wholesale 4G LTE wireless broadband
communications network integrated with satellite coverage across
the United States.  But the plan hit a roadblock when the U.S.
military and others complained that the planned service would
disrupt global positioning system equipment.

                   Potential Bankruptcy Filing

In April 2012, Harbinger Capital Partners' Phil Falcone said he is
considering seeking bankruptcy protection for LightSquared Inc.

A bankruptcy filing is "one of the options I am considering," the
hedge fund manager said in an e-mail to Dow Jones, saying it's the
"best way" for him to maintain control of the company. "Spectrum
value does not decrease in bankruptcy," he said.


LIZHAN ENVIRONMENTAL: UHY Vocation Raises Going Concern Doubt
-------------------------------------------------------------
Lizhan Environmental Corporation filed on April 12, 2012, its
annual report on Form 20-F for the fiscal year ended Sept. 30,
2011.

UHY Vocation HK CPA Limited, in Hong Kong, expressed substantial
doubt about Lizhan Environmental's ability to continue as a going
concern.  The independent auditors noted that the Company has a
working capital deficiency of approximately $6.3 million and used
approximately $8.6 million of cash for operations.

The Company reported net income of $1.43 million on $36.34 million
of revenues for fiscal 2011, compared with net income of
$8.16 million on $46.32 million of revenues for fiscal 2010.

The Company's balance sheet at Sept. 30, 2011, showed
$64.55 million in total assets, $36.04 million in total
liabilities, and stockholders' equity of $28.51 million.

A copy of the Form 20-F is available for free at:

                       http://is.gd/oTM8kU

Lizhan Environmental Corporation is a holding company and, through
its subsidiaries, primarily engages in the manufacture,
distribution and marketing of synthetic leather and other fabrics
which are used in the production of residential and office
furniture, garments and automotive upholstery products.


LOS ANGELES DODGERS: Court Confirms Exit Plan & $2.15-Bil. Sale
---------------------------------------------------------------
The Bankruptcy Court in Wilmington, Delaware on Friday confirmed
the Second Amended Joint Plan of reorganization for the Los
Angeles Dodgers LLC and its debtor-affiliates and approved the
$2.15 billion sale of the baseball club and Dodger Stadium to
Guggenheim Baseball Management.

Judge Kevin Gross held that the Second Amended Plan, filed on
April 6, is feasible and the proceeds from the sale will be
sufficient to satisfy all of the Debtors' obligations under the
Plan, including the obligation to create reserves and the
Reorganized Debtors' post-confirmation obligations to pay for the
costs of administering and fully consummating the Plan.  Judge
Gross also said the Reorganized Debtors will have an adequate
means for meeting their obligations under the assumed executory
contracts and unexpired leases.

The Dodgers and (former owner) Frank McCourt unveiled the deal
with Guggenheim on March 28, 2012.  The buyers will acquire the
team for $2 billion.  Mr. McCourt and certain affiliates of the
purchasers will also be forming a joint venture, which will
acquire the parking lots at Dodgers Stadium for an additional
$150 million.

The Debtors expect to emerge from their chapter 11 bankruptcy
reorganization cases on April 30, 2012.  The Plan pays all
creditors in full, with the excess going to Mr. McCourt.

The buyers consist of partner Mark Walter of Guggenheim Partners,
former Los Angeles Lakers basketball player Magic Johnson,
longtime baseball executive Stan Kasten, Los Angeles entertainment
executive Peter Guber, and investors Bobby Patton and Todd Boehly.

Ken Gurnick, writing for Major League Baseball's MLB.com, reports
that Judge Gross approved the sale over the League's objections
related to desired time for reasonable review of details.  MLB had
said it needed "reasonable time" to review documents from the sale
and a right to remedy -- to the point of vacating -- Judge Gross'
confirmation of the sale if documents yet to be produced are found
to be in violation of MLB rules and regulations or contrary to
information provided when owners approved the Guggenheim bidding
group.  Judge Gross, however, said all requirements of the
bankruptcy process and settlement agreement between the Dodgers
and MLB were fully met, and any further disputes would be resolved
post-confirmation.

According to the report, MLB expressed concern about the control
of the Dodger Stadium parking lots.  "We don't think it's fair to
put the league in the position of having documents jammed down it
and the ability to perform its job to the 29 other teams be
compromised," MLB lawyer Thomas Luria, Esq., said, the report
notes.  MLB seeks a three-day window to review documents it has
not yet received.  "We may have a problem with this deal closing,"
Mr. Luria said.

Mr. Gurnick relates Judge Gross admitted he was blindsided by the
late dispute.  "I had no idea," he said. "I thought this would be
a celebratory-type occasion."

The report also relates MLB attorneys also voiced concern over the
continued participation of mediator, and retired judge, Joseph
Farnan, who has resolved numerous conflicts throughout the
bankruptcy.  Judge Gross said Judge Farnan's jurisdiction would
remain intact regarding the settlement agreement, but not baseball
business matters outside the agreement.

Mr. Gurnick recounts that a document was submitted earlier to the
court outlining control of the parking lots, but the Dodgers had
requested it be kept under seal.  The Los Angeles Times objected
to sealing the document, and the Dodgers responded by withdrawing
it Friday.  Judge Gross overruled the Times' objection and allowed
the document to be withdrawn.  Dodgers attorney Bruce Bennett,
Esq., said in court that the 52-page document is still being
revised but will become part of the public record when it is
completed.

Mr. Gurnick also reports Judge Gross granted an objection by the
Dodgers to an attempt by Jamie McCourt to put in a creditor claim
for her $131 million divorce settlement with former husband Frank
McCourt.  The Court held that only various Dodgers business
entities are subject to the bankruptcy proceedings, not Mr.
McCourt personally.  The report relates Jamie McCourt has been
assured by Mr. McCourt's attorneys through court filings that she
will be paid by April 30, the date the divorce agreement calls for
and the date by which the Dodgers sale must close.  Dodgers
attorney Sidney Levinson, Esq., said Friday the sale will close
"prior to April 30."

Mr. Gurnick also relates FOX Sports withdrew its objection to the
sale because the new owners pledged that Time Warner, a FOX
competitor, was not a partner or investor of the purchasing group
and had no agreement with the purchaser for a new Dodgers
television contract.  FOX holds Dodgers cable rights through the
2013 season.

The Confirmation Order provides that Time Warner is not a partner
or investor in Guggenheim, and no agreements have been reached
with Time Warner to telecast Dodgers games for the 2014 MLB season
or beyond.

The Order also held that the Reorganized Debtors will continue to
perform their obligations under the collective bargaining
agreements with the MLB players association as well as players',
former players' and announcers' individual contracts assumed
pursuant to the Plan.

At Friday's hearing, according to Mr. Gurnick, Judge Gross said,
"I congratulate Mr. McCourt, who was able to see the big picture,
and $2 billion is a very big picture."  The judge also said, "I
hope this will bring a very refreshing air to baseball in Los
Angeles, which I have said before is a franchise of mythical
proportions.  I'd like to have seen in the documents that they
can't sign Cole Hamels.  I didn't see it, but I may insert it."

Mr. Gurnick notes Judge Gross' baseball-tinged humor only came at
the conclusion of what turned into a day-night hearing that
concluded at 9 p.m. ET, only three hours before a deadline needed
to assure the club would change hands by April 30.

In light of the sale price, the Los Angeles Times has noted that
after payment of the $131 million divorce settlement with his ex-
wife and repayment of a $150 million bankruptcy financing loan to
MLB, Mr. McCourt would have about $1.3 billion.  After taxes,
legal fees and other obligations, Mr. McCourt is expected to clear
close to $1 billion on the sale.

                     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 estimated 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 Dodgers 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.


LUMBER PRODUCTS: Files for Chapter 11 in Oregon
-----------------------------------------------
Washington, Oregon-based Lumber Products filed a Chapter 11
petition (Bankr. D. Ore. Case No. 12-32729) on April 11, 2012.

The Debtor has filed an application to employ Sussman Shank LLP as
counsel.

The Debtor estimated assets and debts of $10 million to
$50 million.

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


LUMBER PRODUCTS: Hearing Today on Cash Use, Trustee Appointment
---------------------------------------------------------------
Lumber Products is scheduled to appear before the Bankruptcy Court
Monday afternoon at 1:30 p.m. to seek interim permission to use
cash collateral.  Lumber Products said it has immediate need of
$1,041,000 to fund payroll and other expenses to preserve assets
of the estate.

At today's hearing, the Court is also slated to rule on a joint
request by the Debtor and its primary secured creditor, Wells
Fargo Bank, National Association, for the voluntary appointment of
a Chapter 11 Trustee to oversee the Debtor's case.

Both the Debtor and the lender noted that the Company has
operations and assets in many locations in other states and
numerous employees and a Chapter 11 trustee is necessary under the
circumstances presented in the case to ensure the protection and
preservation of those assets after the bankruptcy filing.

Lumber Products is a wholesale distributor of wood products to
retailers throughout the Western United States with a headquarters
in Tualatin, Oregon, and operations in Oregon, Washington, Idaho,
Montana, Utah, Arizona, and New Mexico.  Lumber Products employs
roughly 270 employees in these locations, roughly 21 of whom are
union employees.

For the past four years, the Debtor has experienced financial
difficulties and significant liquidity problems which have
increased over the past 18 months.  Despite the Debtor's efforts
to reorganize with the assistance of competent turnaround
professionals they have been unable to address these issues with
Wells Fargo's consent outside of a formal court process and have
suffered continuing significant losses.

The Debtor owes Wells Fargo in excess of $22.8 million, exclusive
of obligations arising from the termination of any swap agreement
and any cash that Wells Fargo is holding which has not been
applied.  The Wells Fargo debt arise from various loans to Lumber
Products including a now-terminated Line of Credit, three terms
loans, certain commercial credit card obligations and interest
rate swap agreements.  The Wells Fargo Loans are secured by a
first position, perfected personal property security interest in
substantially all of the Debtor's assets, with the exception of
certain rolling stock, as well as three parcels of the Debtor's
real property.

The Debtor has prepared a budget which reflects its estimated and
immediate postpetition operating needs through April 27, 2012.

Subject to the appointment of a Chapter 11 Trustee, Wells Fargo
has agreed pursuant to the terms of a Stipulated Order, which
proposes to adequately protect Wells Fargo's interests in the Cash
Collateral to the extent of any diminution in value of the Cash
Collateral through: (i) the granting of a replacement lien and
security interests in the Debtor's post-petition assets, and (ii)
the maintenance of insurance of the assets against loss, theft,
destruction, and damage to all property in which Wells Fargo holds
liens.  The Replacement Liens will be in addition to all other
security interests and liens securing the Wells Fargo Obligations
in existence on the Petition Date.

Wells Fargo reserves the right to seek additional adequate
protection in connection with the final hearing on the use of cash
collateral.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on on April 11, 2012.  Judge Elizabeth L.
Perris over the case.  Robert L. Carlton, Esq., Sussman Shank LLP,
serves as counsel to the Debtor.

Attorneys for Wells Fargo Bank, National Association are:

          Mary Jo Heston, Esq.
          Skyler M. Tanner, Esq.
          LANE POWELL PC
          601 SW Second Avenue, Suite 2100
          Portland, Oregon 97204-3158
          Telephone: 503-778-2100
          Facsimile: 503-778-2200
          E-Mail: hestonm@lanepowell.com
                  tanners@lanepowell.com


MARITIME TELECOMMUNICATIONS: S&P Affirms 'B' Corp. Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Miramar,
Fla.-based Maritime Telecommunications Network Inc. (MTN) to
negative from positive. "At the same time, we affirmed all other
ratings, including the 'B' corporate credit rating," S&P said.

"The outlook revision reflects our expectation that revenue and
EBITDA will decline substantially in 2013 after the company
disclosed that its contract with a major cruise line operator will
not be renewed when it expires at the end of 2012," said Standard
& Poor's credit analyst Allyn Arden. "We believe it lost the
contract because of a competitive bid, which in our view increases
the risk that substantial pricing pressure or additional customer
losses could occur when contracts with other cruise line operators
come up for renewal."

"Incorporating the loss of the contract, we expect that operating
lease-adjusted leverage could approach 5.5x by the end of 2013
from about 4.7x as of Dec. 31, 2011. As a result, we are revising
our financial risk profile assessment on the company to 'highly
leveraged' from 'aggressive.' We had previously expected leverage
to approach 4x by 2012, which would have supported an upgrade,
given our current 'weak' business risk profile assessment," S&P
said.

"The rating outlook is negative and reflects our expectation that
revenue and EBITDA will decline in 2013, despite somewhat
favorable trends in other business lines, such as government,
yachts, and aviation. We could lower the ratings if the company is
not able to retain existing cruise line customers or is forced to
negotiate less favorable terms when contracts come up for renewal,
resulting in leverage rising to 6x. Although unlikely in the near
term, we could revise the outlook to stable if MTN is able to
profitably grow other business segments sufficiently enough to
offset weaker performance in the cruise segment, such that
leverage remains in the 5x area," S&P said.


MASTEC INC: S&P Raises Corp. Credit Rating to 'BB'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Coral Gables, Fla.-based MasTec Inc. to 'BB' from 'BB-'.
The rating outlook is stable. "At the same time, we raised our
senior unsecured issue-level ratings to 'BB-'. The recovery rating
remains a '5' reflecting our expectations for modest (10%-30%)
recovery of principal in the event of default," S&P said.

"The upgrade reflects our view of specialty engineering and
construction contractor MasTec's improved prospects for cash
generation from a return to around double-digit EBITDA margins
over the next two years, backed by a supportive financial policy,'
said Standard & Poor's credit analyst Nishit Madlani. We expect
favorable year-over-year growth prospects in the company's
wireless (post the renewal of its AT&T contract), wireline (partly
driven by the federal government's rural broadband stimulus) and
in its electrical transmission (amidst a better pricing
environment) end-markets. In addition, we believe that, despite
our expectation for small- to medium-sized sized acquisitions,
management's stated financial policy will result in credit
measures commensurate with the 'BB' rating; EBITDA margins likely
will approach 10%, which should help MasTec keep leverage at well
below 3.0x over the next two years," S&P said.

"The ratings on MasTec reflect the company's 'significant'
financial risk profile and its 'weak' business risk profile,
reflecting its exposure to cyclical end markets, primarily the
telecom and utilities industries, and significant customer
concentration," S&P said.

"MasTec should remain one of the 10 largest specialty engineering
and construction contractors in the U.S., with annual revenues of
over $3 billion in 2012. It operates nationally, but is
concentrated in the southeastern U.S. Its core activities are the
engineering, construction, installation, maintenance, and upgrade
of communications and utility infrastructures," S&P said.


MCJUNKIN RED: S&P Puts 'B' Corp. Credit Rating on Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on McJunkin
Red Man Corp., including the 'B' corporate credit rating, on
CreditWatch with positive implications. "The CreditWatch listing
indicates a one-in-three likelihood that we will upgrade the
company after completing our review," S&P said.

"The positive CreditWatch placement reflects our expectation that
the IPO of McJunkin Red Man Corp.'s parent, MRC Global Inc., will
reduce the North American steel distributor's total debt if
proceeds are used as indicated to repay approximately $350 million
in borrowings on the company's asset-backed revolving credit
facility," said Standard & Poor's credit analyst Gayle Bowerman.
"We anticipate that total debt will approximate $1.26 billion on a
pro forma basis, with leverage of about 4.5x based on 2011 EBITDA
(reported on an LIFO basis), in comparison with 5.8x at year end.
We also expect McJunkin's operating performance will continue to
improve in 2012 as energy market demand for its pipes, valves, and
fittings strengthens, particularly in the upstream and midstream
sectors. As a result, we anticipate that EBITDA growth may reduce
leverage metrics below 4x and that positive cash flow may
strengthen the company's liquidity position by year end, both
factors which may support a higher rating."

"The current corporate credit rating reflects our view of McJunkin
Red Man's 'weak' business risk profile and 'aggressive' financial
risk profile. The company operates in a highly fragmented and
competitive industry with cyclical end markets; volatile steel
prices; and relatively slow inventory turnover, which can hurt
profitability in periods of rapidly rising or falling prices.
Still, the company maintains good geographic and customer
diversity, a highly variable cost structure, and a large
maintenance, repairs, and operations (MRO) revenue base, which, in
our view, is a more stable source of cash flow," S&P said.

"In resolving the CreditWatch listing, we will consider McJunkin
Red Man's operating strategies, financial policies, and our
outlook for market conditions to determine if the improvement in
the company's credit metrics is sustainable. We expect to resolve
the CreditWatch within 90 days. Any upgrade would likely be
limited to one notch," S&P said.


MF GLOBAL: Files New List of 50 Largest Unsecured Creditors
-----------------------------------------------------------
MF Global Holdings Ltd. and its debtor affiliates filed with the
Court a consolidated list of creditors holding the 50 largest
unsecured creditors on March 20, 2012.

Entity                          Nature of Claim           Amount
------                          ---------------           ------
JPMorgan Chase Bank, N.A.,      Revolving Credit  $1,200,875,000
as Administrative Agent
383 Madison Ave.
New York, NY 10179
Tel: (212) 622-5986

Wilmington Trust, N.A., as      Bond Debt           $325,000,000
Indenture Trustee for the
6.250% Notes due
Aug. 8, 2016
Attention: Julie J. Becker
Corporate Client Services
50 South Sixth Street, Suite 1290
Minneapolis, MN 55402-1544
Drop Code: 7100/Minnesota
Tel: (612) 217-5628
Fax: (612) 217-5651

Wilmington Trust, N.A., as      Bond Debt           $325,000,000
Indenture Trustee for
3.375 % Notes due
August 1, 2018

Wilmington Trust, N.A., as      Bond Debt           $287,500,000
Indenture Trustee for
1.875% Notes due
February 1, 2016

Wilmington Trust, N.A., as      Bond Debt            $78,617,000
Indenture Trustee for 9%
Notes due June 20, 2038

Banco Monex, SA                 Customer Account      $8,187,441
Varsovia No. 36 50 Fiso         Obligation
Mexico City, 0660 Mexico
Tel: (713) 877-8509
Fax: (713) 877 8381
E-mail: jbalcazar@monexusa.com

UBS AG                          ISDA Counterparty     $4,962,382
299 Park Avenue
New York, NY 10171
Tel: (212) 713-2801
E-mail: deborah.white@ubs.com

Headstrong Services, LLC        Trade Payable         $3,936,074
4035 Ridge Top Rd Ste 300
Fairfax, VA 22030
Tel: (703) 272-6700
Fax: (703) 272-2000

Citibank                        ISDA Counterparty     $2,370,433
388 Greenwich Street
New York, NY 10013
Tel: (212) 816-0852
E-mail: william.mandaro@citi.com

Vigilant Futures LLC            Customer Account      $1,492,940
Two Prudential Plaza            Obligation
Suite 3500
Chicago, IL 60601
Tel: (514) 940-6206
E-mail: arv@vigilantfutures.com

The Servicemaster Company       ISDA Counterparty     $1,410,508
960 Ridgelake Boulevard,
A3 0018
Memphis, TN 38120
Tel: (901) 597-8847
Fax: (901) 597-8821
E-mail: marty.ketelaar@servicemaster.com

Jonathan Bass                   Contractual           $1,125,000
16 Madden Pl                    Performance
Harrison, NY 10528

Oracle America                  Trade Payable           $795,791
P.O. Box 71028
Chicago, IL 60694
Phone:             412-299-8855
Email: thomas.kijanka@oracle.com

Maxum Petroleum Operating Co.   ISDA Counterparty       $794,524
20 Horseneck Lane
Greenwich, CT 06830
Tel: (203) 861-1247
Fax: (203) 661-1865
E-mail: trading@maxumpetroleum.com

Equity Office                   Trade Payable           $750,374
P.O. Box 827652
Dept 16780
Philadelphia, PA 19182-7652
Email: adam.goldenberg@blackstone.com

High Ridge Futures Fund LP      Customer Account        $686,171
123 W. St. Charles Road         Obligation
Lombard, IL 60148
Tel: (630) 691-8827
E-mail: 526mike@comcast.net, mjurkash@comcast.net

Sullivan & Cromwell LLP         Trade Payable           $596,939
125 Broad St
New York, NY 10004-2498
Tel: (212) 558-4000
Fax: (212) 558-3588

7 City Learning, Inc.           Trade Payable           $578,889
55 Broad Street
3rd Floor
New York, NY 10004
Tel: (646) 943-6200
Fax: (212) 480-2974
Email: USAccounts@7city.com

G Capital Management            3rd Party Commissions   $543,197
34 Broad Street                 Payable
2nd Floor
Red Bank, NJ 07701
E-mail: mgunewardena@gcapinv.com

J E Meuret Grain Co. Inc.       ISDA Counterparty       $528,848
101 Franklin Street
Brunswick, NE 68720
Tel: (402) 842-2515
Fax: (402) 842-3115
E-mail: jemeuretgrain@jemeuretgrain.com

Crossfield Investments/Anello   Customer Account        $522,092
27 Farmhill Park                Obligation
Douglas, IM22EE
Isle of Man
E-mail: kris@crossfieldinvestments.com

Arch Coal, Inc.                 ISDA Counterparty       $465,000
One City Place Drive, Suite 300
St. Louis, MO 63141
Tel: (314) 994-2785
Fax: (314) 994-2739
E-mail: jflorczak@archcoal.com

WTD Consulting, Inc.            Trade Payable           $391,388
39 S Lasalle Street
Suite 1520
Chicago, IL 60603
Tel: (312) 332-9831
Fax: (708) 499-6439

Wachtell, Lipton, Rosen & Katz  Trade Payable           $388,000
51 W 52nd St
New York, NY 10019
Tel: (212) 403-1000
Fax: (212) 403-2000

Ernst & Young                   Trade Payable           $354,256
P.O. Box 96550
Chicago, IL 60693-6550

Broadgrain Commodities, Inc.    Customer Account        $350,000
133 Richmond Street,            Obligation
West Site 408
Toronto, Ontario M5H 2L3 Canada
Tel: (416) 504-0070
E-mail: david.hanna@broadgrain.com

Linklaters LLP                  Trade Payable           $348,000
1345 Avenue of the Americas
New York, NY 10105
Tel: (212) 903-9000
Fax: (212) 903-9100

JV Kelly Group, Inc.            Trade Payable           $329,000
145 East Main Street
Huntington, NY 11743

James Fredrick Kemp             Contractual             $327,273
265 Brushy Ridge Road           Performance Obligation
New Canaan, CT 06840

PricewaterhouseCoopers LLP      Trade Payable           $312,000
1177 Avenue of the Americas
New York, NY 10036
Tel: (212) 596-8000
Fax: (813) 286-6000

Alpha Titans MF SPC             Customer Account        $311,617
Walker House                    Obligation
87 Mary Street
George Town, KYI-9005
Grand Cayman
Tel: (805) 879-1699
E-mail: john@alphatitans.com, kelly@alphatitans.com

Dean Media Group                Trade Payable           $309,000
560 W Washington Blvd Ste 420
Chicago, IL 60605

CDW Direct LLC                  Trade Payable           $290,163
P.O. Box 75723
Tel: (847) 371-5553
Chicago, IL 60675-5723
Email: kevicoh@cdw.com

ForwardThink Group Inc.         Trade Payable           $278,825
112 Candido Ct
Manalapan, NJ 07726
Tel: (646) 873-6530

Gabt Fund LP                    Customer Account        $236,184
11111 Santa Monica Blvd.        Obligation
Suite 1850
Los Angeles, CA 90025
Tel: (310) 694-9203
Fax: kpelton@asgardadvisors.com

Forteco Limited                 Customer Account        $235,499
Libra House, 2nd Floor          Obligation
Suite 205
Nicosia, Cyprus
E-mail: anthony@forteco.cc, office@forteco.cc

The Gate Worldwide (S) Pte Ltd  Trade Payable           $229,739
11 E 26th St Fl 14
New York, NY 10010-1422
Fax: (212) 508-3543
52 Craig Rd
Singapore 89690
Tel: (212) 508-3543

Cook Illinois Corp              ISDA Counterparty       $221,384
4845 W 167 Street
Oak Forest, IL 60452
Tel: (708) 560-9840
Fax: (708) 560-0661
E-mail: CCrockett@cookillinois.com

Southwest Georgia Oil Co, Inc.  ISDA Counterparty       $213,906
1711 East Shotwell Street
Bainbridge, GA 39819
Tel: (229) 246-1553       x 166
Fax: (229) 246-2009
E-mail: kial@inland-stores.com

The Yield Book, Inc.            Trade Payable           $208,600
P.O. Box 13755
Newark, NJ 07188-0755
Tel: (212) 816-7300
Email: billing@yieldbook.com

Business Technology             Trade Payable           $205,906
Partners, Inc.
111 Broadway
18th Floor
New York, NY 10006
Tel: (646) 442-4700
Fax: (646) 485-1801

Braxton Group LLC               Trade Payable           $172,325
7 Bridge View Dr
New Fairfield, CT 06812
Tel: (203) 312-9200

BNP                             Cash Payable            $171,586
787 7th Ave
New York, NY 10019
Tel: (212) 841-2108
E-mail: sean.bradley@americas.bnpparibas.com

Brazos Derivatives Co.          Customer Account        $162,700
4130 Hyde Park Dr.              Obligation
Sugarland, TX 77479
Tel: (281) 777-2151
Fax: (832) 550-2500
E-mail: victor.hendrix@brazosderivatives.com

Archstone/Hackett               Trade Payable           $159,979
P.O. Box 33751
Hartford, CT 06150-3751
Tel: (305) 375-8005
Email: accountsreceivables@thehackettgroup.com

Forum Group                     Trade Payable           $154,300
260 Madison Ave # 200
New York, NY 10016-2401
Tel: (212) 687-4050
Fax: (917) 256-0314

Intership Ltd.                  Customer Account        $153,003
112 Bonadie Street              Obligation
Kingstown, St. Vincent
and the Grenadines
Tel: (646) 827-4691
E-mail: mina@barges.com

Quad Laser LLC                  Customer Account        $152,053
2474 N. Lake Dr.                Obligation
Milwaukee, WI 53211
Tel: (925) 457-6422
E-mail: qlaserllc@gmail.com

IBM                             Trade Payable           $150,300
1551 S. Washington Ave
Piscataway, NJ 08854
Tel: (817) 658-1786
Email: gonzalgd@us.ibm.com

Kevin F Fitzgerald              Contractual             $150,000
959 Cleveland Corners Fax:      Performance Obligation
Hyde Park, VT 05655

MF Global Capital LLC, MF Global FX Clear LLC and MF Global
Market Services LLC are unregulated entities and thus not subject
to CFTC or SIPA regulations.  Accordingly, any amounts listed as
"customer account obligations" have no relation to and are
completely separate from the amounts within the purview of the
SIPA proceeding: SIPC v. MF Global Inc. (In re MF Global Inc.)
(Case No. 11-2790).

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MF GLOBAL: Executives Silent on Missing Funds
---------------------------------------------
U.S. lawmakers were disappointed after still getting no answers
at the end of a third hearing on the collapse of MF Global
Holdings Ltd.

According to Phil Mattingly and Silla Brush of Bloomberg News,
the lawmakers were not able to extract answers from MF Global
executives who were called by the U.S. Department of Justice to
testify on the brokerage firm's collapse.  The MF Global
executives who were called to testify were Edith O'Brien,
assistant treasurer at MF Global's brokerage, who was identified
by the firm's former CEO as having knowledge of prepetition
transactions that allegedly led to the brokerage's collapse.

Other MF Global witnesses who were called during the third
hearing were Laurie Ferber, the firm's general counsel; Christine
Serwinski, the chief financial officer of the firm's North
American broker-dealer; and Henri Steenkamp, the firms' chief
financial officers.

Bloomberg said Ms. O'Brien invoked her constitutional right
against self-incrimination during the hearing.  The report,
however, related that Ms. Serwinski and Ms. Ferber did disclose
what they know about the two-part transfer aimed at covering an
overdraft -- a $200 million transfer from a segregated account at
the firm's brokerage to a "house" account, followed by the move
of $175 million from the house account to a London subsidiary
account at JPMorgan Chase & Co.

Ms. Serwinski testified that Ms. O'Brien and another employee had
the authority to transfer funds from the segregated account,
Bloomberg relayed.  Ms. Serwinski identified Vinay Mahajan, the
firm's global treasurer who was not at the hearing, as the other
executive who had the authority to sign off on transfers,
Bloomberg relayed.

Mr. Mahajan was also identified in the House memo as informing
colleagues in an October 28 e-mail that an overdrawn account in
London had to be "fully funded ASAP," the report cited.  Gregory
John O'Connell, Esq., counsel to Mr. Mahajan, said in a statement
that the executive worked for only 10 weeks at MF Global and
"we're confident that he at all times acted appropriately," the
report relayed.

MF Global general counsel Ms. Ferber testified that she sought
Ms. O'Brien's assurance of the propriety of the transfer, which
by October 28 had drawn the interest of JPMorgan, Bloomberg
related.  JPMorgan sought a written confirmation that the
transferred money was made up only of the firm's funds, Diane
Genova, a deputy general counsel for the bank, told lawmakers,
the report relayed.

Ms. Ferber and Dennis Klejna, MF Global's deputy general counsel,
gave verbal assurances over the course of two days that the funds
were proper, Ms. Genova disclosed at the hearing.  The letter was
never returned to JPMorgan, Ms. Genova added.  Mr. Klejna intends
to fully cooperate with the government investigation of MF Global
and feels it would be premature to respond to any press inquiries
at this time, Helen Kim, Esq., Mr. Klejna's counsel and a partner
at Katten Muchin Rosenman LLP, said in an e-mail, the report
relayed.

Ms. Serwinski, when asked if she would have approved the transfer
if she knew all of the information about the funds involved, said
she would not have made the transaction, Bloomberg related.  Ms.
Serwinski also noted that Mr. Corzine's personal involvement in
the transfer would have been unusual, the report wrote.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MF GLOBAL: Creditors Committee Files 1st Status Report
------------------------------------------------------
The Official Committee of Unsecured Creditors of MF Global
Holdings, Ltd. and its debtor affiliates submitted to Judge Martin
Glenn of the U.S. Bankruptcy Court for the Southern District of
New York its first report regarding the status of efforts to
identify and gather information from the estate of MF Global Inc.
without which the administration of the Chapter 11 Debtors'
estates can not be completed in a manner that will result in
maximum recoveries for creditors.

At the behest of Louis J. Freeh, the Debtors' Chapter 11 Trustee,
the Creditors' Committee has agreed to refrain at this time from
providing a report on similar efforts underway in connection with
the liquidation proceedings of the Chapter 11 Debtors' foreign
affiliates.

In the report, the Creditors' Committee said it needs James W.
Giddens, the trustee for the liquidation of the MFGI estate under
the Securities Investor Protection Act, to provide information to
resolve key estate matters and disclosure on the Debtors'
significant assets held by the SIPA estate.

The Creditors' Committee primarily seeks a detailed calculation
and support from the SIPA Trustee regarding the $1.6 billion
shortfall and location of 4d funds at counterparties.  According
to the Creditors' Committee, MFGI may have transferred $717
million of 4d customer funds to eight institutions in October
2011.  The SIPA Trustee considers as "funds not under control,"
$850 million in 30.7 customer funds identified at MFG UK and MFG
Canada.  The Creditors' Committee further notes that reportedly
$220 million was shifted from MFGI's securities customers' money
to MFGI's commodity business unit on October 31, 2011.  The
Creditors' Committee notes that the SIPA Trustee's
representatives have committed to future discussions with the
Chapter 11 Trustee's representatives concerning this and other
topics.

The Creditors' Committee states that a global closing of the
books on October 31, 2011 is the most efficient means for
determining the global financial picture and amounts due to/from
third parties, including counterparties and affiliates.  "Lack of
SIPA Trustee participation is a major hurdle and the Debtors have
concluded that is unlikely that support from global affiliates is
forthcoming particularly given the refusal of the SIPA Trustee to
participate," the Creditors' Committee tells Judge Glenn.

The Creditors' Committee further notes that the SIPA Trustee has
marshalled $290 million of non-customer assets as of January 12,
2012.  The SIPA Trustee also reports holding $133 million of
securities belonging to MF Global affiliates.  The Creditors'
Committee says it needs "transparency on the status/efforts
related to collection of margin and estate funds at various U.S.
and non-U.S. counterparties and terms of all compromise."

The Creditors' Committee states that the Debtors funded to MFGI
$875 million from October 18, 2011 to October 28, 2011 primarily
from draws on its revolving credit line.  The SIPA Trustee's
February 6, 2012 report states that the sovereign debt repo-to-
maturity collateral posted balance grew by approximately $206
million from October 24, 2011 to October 28, 2011.  The
Creditors' Committee thus seeks from the SIPA Trustee location of
monies that were funded to MFGI and access to treasury personnel
involved in movement of funds.  The Creditors' Committee notes
that the Chapter 11 Trustee's information requests regarding the
$875 million have been unfulfilled.

The Creditors' Committee also seeks full documentation and
reconciliation with respect to MFG Finance USA Inc.'s beneficial
ownership of up to $244 million in margin used to fund $4 billion
of a back-to-back RTM of Italian Sovereign debt.  The Debtors
have no transaction records because all documentation and
accounting was undertaken by MFGI, the Creditors' Committee says.

A full-text copy of the Creditors' Committee report is available
for free at:

   http://bankrupt.com/misc/MFGlobal_Apr5CommStatusRpt.pdf

                       SIPA Trustee's Response

Kent Jarrell, spokesperson for the SIPA Trustee, said statements
in the Creditors' Committee's report are incorrect, Bloomberg
News relayed.  Mr. Jarrell said in a statement that MFGH "and its
creditors want to pursue their own claims at the expense of the
former customers unfairly penalized by the company's failure to
properly segregate their property from business operations."

In court papers filed on April 10, 2012, the SIPA Trustee insists
that he has not failed to respond to or comply with requests for
information from the Chapter 11 Trustee.  The SIPA Trustee
asserts that the Creditors' Committee's chart contains mostly
incorrect statements about the discussions and exchanges of
information between the two trustees, in which the Creditors'
Committee has not actively participated.

The SIPA Trustee notes the request for information with respect
to $1.6 billion shortfall was the subject of a February 29, 2012
meeting with the Chapter 11 Trustee.  Basic points were discussed
but no follow-up questions on these topics have since been
raised, the SIPA Trustee relates.  The SIPA Trustee states that
he explained the shortfall as difference between customer assets
available and estimated claims across all categories of
customers.

The SIPA Trustee's responses to other requests are set forth in a
chart, a copy of which is available for free at:

   http://bankrupt.com/misc/MFGlobal_GiddensRes2CommRpt.pdf

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MF GLOBAL: SIPA Trustee in Talks With JPM on MFGI Claims
--------------------------------------------------------
James W. Giddens, the trustee for the liquidation of the business
of MF Global Inc. under the U.S. Securities Investor Protection
Act of 1970, said on April 4, 2012 that it is presently in
substantive discussions regarding the resolution of claims with
JPMorgan Chase Bank, N.A.

The SIPA Trustee has conducted an investigation of the actions of
JPMorgan Chase regarding the firm's activities in connection with
MF Global.  JPMorgan has cooperated with the SIPA Trustee's
investigation, which has included witness interviews and review of
extensive documentation by the Trustee's professionals, including
attorneys and forensic accountants from Ernst & Young.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MF GLOBAL: SIPA Trustee's Distribution Proposal Draws Reactions
---------------------------------------------------------------
The SIPA trustee of MF Global Inc.'s proposal to distribute up to
$685 million to allowed commodity futures claims drew mixed
reactions from the Chapter 11 Trustee and several customers of MF
Global Inc.

James W. Giddens, the trustee for the liquidation of the business
of MF Global Inc. under the U.S. Securities Investor Protection
Act of 1970, seeks permission from Judge Martin Glenn of the U.S.
Bankruptcy Court for the Southern District of New York to make
first interim claims distribution of commodities customer property
for allowed customer claims.

The SIPA Trustee specifically seeks to effect claims distribution
of:

  (i) up to $600 million of customer property held as segregated
      by MFGI for its former commodities futures customers who
      traded on US exchanges pursuant to Section 4d of the
      Commodity Exchange Act;

(ii) up to $50 million of customer property associated with
      commodity transactions in foreign markets pursuant to Part
      30.7 of Title 17 of the Electronic Code of Federal
      Regulations; and

(iii) up to $35 million of customer property to a domestic
      delivery class, which the SIPA Trustee has identified as
      consisting of physical customer property that has been or
      will be reduced to cash in any manner.

                               Responses

A. Chapter 11 Trustee

The Chapter 11 Trustee says it fully supports the SIPA Trustee's
efforts to distribute customer property without delay.  The
Chapter 11 Trustee, however, raises several concerns with respect
to the SIPA Trustee's Motion.  For one, the SIPA Trustee fails to
disclose even the most basic facts, like the number and amount of
the non-duplicative customer claims filed by Property Pool, the
dollar amount of claims allowed as determined by Property Pool,
the dollar amount of final, allowed claims by Property Pool and
the exact distribution percentage for Allowed Claims, the Chapter
11 Trustee points out.

"There appears to be a growing disconnect between the SIPA
Trustee's position on the amount of alleged 'missing' customer
property and what the facts support," the Chapter 11 Trustee
states.  The CME recently stated that the "missing" funds total
$500 million to $600 million -- still a substantial number, but
significantly less than $1.6 billion.  "It would be beneficial to
the former customers of MFGI, the creditors of Holdings Ltd. and
MFGI and the public as a whole for the SIPA Trustee to explain
the difference and provide additional information and facts to
support his calculation," the Chapter 11 Trustee states.

"The Chapter 11 Trustee fears that the lack of information with
respect to a true-up distribution for affiliate customers
portends the SIPA Trustee's decision to focus his attention on
non-affiliate, or public, futures customers, to the exclusion of
affiliate customers.  Additional disclosure on this issue is
warranted," Brett H. Miller, Esq., at Morrison & Foerster LLP, in
New York, counsel to the Chapter 11 Trustee, tells the Court.

The Official Committee of Unsecured Creditors adopts the Chapter
11 Trustee's position, seeking to require the SIPA Trustee to
provide more information on the missing funds and the steps being
taken to recover them as a condition of further distributions.
"Now more than four months later, not only is there no clarity,
the Creditors' Committee and the Chapter 11 Trustee have been
left in the dark to puzzle through the various bits and piece of
information the SIPA Trustee deigns to provide," counsel to the
Creditors' Committee, Martin J. Bienenstock, Esq., at Dewey &
LeBoeuf LLP, in New York, complains.  The Creditors' Committee
has been working with the Chapter 11 Trustee to realize value for
the Chapter 11 Debtors' creditors, he says.  The SIPA Trustee's
assistance is crucial to this effort as evidence in the
Creditors' Committee's first status report, he emphasizes.

B. MFGI Commodities and Delivery Customers

Lee B. Stern, et al., and a group of former commodities customers
of MFGI object to the Distribution Motion, to the extent it
conditions any distribution to customers on execution of a
declaration, release and assignment to which the SIPA Trustee is
not entitled under the Securities Investor Protection Act or the
applicable Commodity Futures Trading Commission regulations.

"The Claims Process Order and the prior bulk distribution orders
did not require or authorize any such release or transfer of
rights from any claimant in order for that claimant to receive a
distribution, and there would be no justification for requiring
such a release now," Mr. Lee, et al., insist.  The Stern Group
also seeks a deadline for the SIPA Trustee's determination of
claims.

The SIPA Trustee is attempting, with no legal basis, "to coerce
futures account customers of MFGI to assign to him their claims
against third parties a condition to receive disbursements of
their own money," the Commodities Customers allege.

Mr. Stern is joined by claimants Jeffrey Stern, Daniel Stern,
Richard Stark, Transcend Investments LLC, the Steven M. Abraham
Revocable Trust, Murray Wise and Carl Berg.

The Commodities Customers are composed of Paradigm Global Fund I
Ltd.; Paradigm Equities Ltd.; Paradigm Asia Fund Ltd.; Augustus
International Master Fund, L.P.; Zybr Holdings, LLC; Futures
Capital Management, LLC; Pollack Commodity Partners; MTrust Co.
FBO James M. Mayer; MTrust FBO James Mayer; William Schur; Ali A.
Rangchi Bozorki; Henning-Carey Proprietary Trading, LLC; Charles
Carey; Joseph Niciforo; James Groth; Robert Teirney; Brian
Fisher; and Shane McMahon.

Another commodities customer, Jill Zunshine also objects to any
release which accompanies the SIPA Trustee's determination.
Ms. Zunshine is represented by:

        Zach Zunshine, Esq.
        P.O. Box. 2131398
        New York, NY 10023
        Tel: (917) 442-2031
        Fax: (646) 726-4628
        E-mail: ZZunshine@aol.com

Patrick O'Malley; Matthew Johnson and Michael Dokupil, customers
of MFGI that owned physical commodities, complain that the
Distribution Motion attempts to include delivery credits and
frozen proceeds within the delivery class.  Under the Commodity
Futures Trading Commission's regulations and the history of those
regulations, it is plain that the Delivery Class should be made
up only of physical commodities, they insist.

Other delivery customers John Supple, Thomas Ritter and
Greenbriar Partners, L.P., say they are supportive of the
Distribution Motion.  However, Mr. Supple, et al. ask the Court
to either (i) interpret the Third Bulk Transfer Order as
encompassing MF Global's customers holding claims for the
proceeds of physical assets in a delivery account in order to
allow an immediate 72% distribution to such customers, or (ii)
tailor the relief provided in any order granting the Distribution
Motion in order to encourage the SIPA Trustee to complete
promptly the claim determinations for customers who have not
received 72% distributions under a bulk transfer.

               SIPA Trustee Files Omnibus Reply

Counsel to the SIPA Trustee, James B. Kobak, Esq., at Hughes
Hubbard & Reed LLP, in New York, tells the Court that the SIPA
Trustee has reviewed five formal objections, and one informal,
undocketed response to the Distribution Motion.  The SIPA Trustee
also received the Chapter 11 Trustee's statement and the later-
filed Creditors' Committee's joinder.

A chart summarizing the responses received and the SIPA Trustee's
corresponding reply is available for free at:

  http://bankrupt.com/misc/MFGlobal_Objs2DistrMoChart.pdf

"The holding company and its creditors' committee, who employ
some of the principal people who operated the business and
presided over its demise, can scarcely claim to be unable to know
basic information about intercompany accounts and outstanding
trading relationships.  The creditors of the holding company
cannot blame the MFGI Trustee for the lack, to date, of any
schedules, bar date, or any real plan for the debtors' future in
the Chapter 11 Proceeding," James B. Kobak, Jr., Esq., at Hughes
Hubbard & Reed LLP, in New York, counsel to the SIPA Trustee
asserts.

The SIPA Trustee maintains that, pursuant to the Section 190 of
the Electronic Code of Federal Regulations, the proposed Delivery
Class is comprised of Delivery Credits, Frozen Proceeds, and
Delivery Debits, as well as the Physical Customer Property.  Mr.
Kobak explains that Delivery Credits, Delivery Debits, and Frozen
Proceeds were identified on the books and records of MFGI as
related to delivery of Physical Customer Property or exercise of
the related contracts, he insists.  As holders of Physical
Customer Property, the objectors are attempting to wrongfully
reduce the shortfall of one account class -- the Delivery Class
-- by inappropriately excluding Delivery Credits and Frozen
Proceeds, he stresses.

Mr. Kobak also clarifies that the Declaration, Release and
Assignment that accompanies the SIPA Trustees' claim
determinations only assigns the portion of a customer's claim
relating to actual payments of funds the customer receives from
the Trustee in connection with this SIPA Proceeding.  The DRA
does not and will not alter or limit any rights a customer has,
or any standing a customer has, to assert claims against third
parties other than the Released Persons as defined in the DRA and
to recover against such third parties on unsatisfied claims, he
assures the Court.

Mr. Kobak discloses that since the bar date for the filing of
commodities customer claims, the SIPA Trustee has received 26,778
total commodities claims and has received over 4,500 additional
general creditor claims that were likely misfiled, which will be
treated as commodities claims.  A deadline for the SIPA Trustee's
determination of these claims is not only unwarranted, it would
be detrimental to determining net equity claims accurately and
fairly in the interests of all claimants and as the CFTC
regulations require, he insists.

In support of the SIPA Trustee's Motion, the Commodity Futures
Trading Commission notes that the Chapter 11 Trustee states no
basis for conditioning the return of customer property on the
performance of additional tasks.  "The Chapter 11 Trustee and the
Creditors' Committee have no arguable basis to interfere with
commodity customers' rights to the return of their property," the
CFTC asserts.

The Court scheduled the hearing to consider the SIPA Trustee's
request for April 12, 2012.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MF GLOBAL: Court Approves $14.5-Million Metals Sale
---------------------------------------------------
Judge Martin Glenn permitted the James W. Giddens, the trustee for
the liquidation of the business of MF Global Inc. under the U.S.
Securities Investor Protection Act of 1970, to sell precious metal
warehouse receipts to Jefferies Bache Financial Services, Inc.
for $14.5 million, free and clear of all liens, claims, and
encumbrances, pursuant to the purchase agreement.

Judge Glenn found in an accompanying opinion that the SIPA
Trustee has established a valid business justification for the
liquidation of Physical Customer Property.  Judge Glenn
recognized that the recent motion represents the final step in
complying with the Third Bulk Transfer Order.

Judge Glenn clarified that the SIPA Trustee's implementation of
this order and the Third Bulk Transfer Order is without prejudice
to any future determination of whether the Physical Customer
Property or the proceeds from the sale or delivery thereof or any
deposits posted to the SIPA Trustee for the return of Physical
Customer Property or some subset thereof constitutes a separate
class of customer property and is entitled to disparate
treatment.

Judge Glenn also overruled the objection of Paul Hamann to the
SIPA Trustee's request.

In his objection, Mr. Hamann said he does not believe that the
SIPA Trustee can show that MF Global had title to the warehouse
receipts on October 31, 2011.  Mr. Hamann insisted that the CME
Group print screens will show that the customers of MF Global had
clean and clear titles, with no liens, to their securities.

Customer Alexander Coxe also responded to the SIPA Trustee's
Motion, saying that he is supportive of the SIPA Trustee's Motion
in order to facilitate the SIPA Trustee's return of 72% of his
silver receipts.  Mr. Coxe however filed his response to ensure
that nothing in any order approving the request adversely affects
his right to argue that the proceeds of the Silver Receipts are
outside of MFGI's estate under Section 541 of the Bankruptcy
Code.

Counsel to the SIPA Trustee, James B. Kobak, Jr., Esq., at Hughes
Hubbard & Reed LLP, in New York, argued that Mr. Hamann does not
classify as a securities customer because his account was not a
securities account nor does Mr. Hamann's Physical Customer
Property qualify as a security.  Mr. Kobak pointed out that Mr.
Hamann's property was held in an FCM account at MFGI, thus, Mr.
Hamann's property is not entitled to the SIPA securities customer
protection.  There is no requirement that MFGI have title or an
equitable or beneficial interest in Physical Customer Property
for it to be considered customer property, Mr. Kobak averred.
The SIPA Trustee's revised proposed order states that any title
the SIPA Trustee does not have any of the Physical Customer
Property is also to be transferred to the purchaser, free and
clear of any and all liens.

Moreover, the SIPA Trustee and Mr. Coxe agreed to add language in
the proposed order stating that the SIPA Trustee's implementation
of this order and the Third Bulk Transfer Order is without
prejudice to any future determination of whether the Physical
Customer Property or the proceeds from the sale or delivery
thereof or any deposits posted to the SIPA Trustee for the return
of Physical Customer Property or some subset thereof constitutes
a separate class of customer property and is entitled to
disparate treatment.

In overruling Mr. Hamann's objection, Judge Glenn said it is
important to note that futures contracts and options on futures
contracts must be executed on or subject to the rules of a
commodity exchange.  Individuals can not trade directly on an
exchange; rather, only those persons or firms registered with the
CFTC as an FCM or an introducing broker may trade on an
individual customer's behalf.  MFGI was a registered FCM.

"Given the broad definition of 'customer property' and the fact
that Mr. Hamann's warehouse receipts were identified on the books
and records of MFGI as of October 31, 2011, Mr. Hamann's Physical
Customer Property is considered to be property of the MFGI
estate, under the SIPA Trustee's control, and therefore, eligible
for distribution pursuant to the Section 190 of the Electronic
Code of Federal Regulations.  Any evidence of title that Mr.
Hamann has presented to the Court, therefore, carries little
weight," Judge Glenn opined.

Judge Glenn also determined that Mr. Hamann's property is not
entitled to protection or insurance under the SIPA.  The
bankruptcy judge found that Mr. Hamann presented no evidence that
his property was held in a securities account at MFGI, including
a portfolio margining account.  The SIPA expressly defines
"security" to exclude "any commodity or related contract or
futures contract, or any warrant or right to subscribe to or
purchase or sell any of the foregoing," except as specifically
provided for elsewhere within Section 78111 of the SIPA, the
bankruptcy judge continued.  Mr. Hamann's warehouse receipts fall
under the definition of a commodity under the CFTC Regulations
and not as a security, Judge Glenn concluded.

A full-text copy of the memorandum opinion dated April 6, 2012,
is available for free at:

  http://bankrupt.com/misc/MFGlobal_Apr6MetalsSaleOpinion.pdf

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MICHAELS STORES: S&P Raises Corp. Credit Rating to 'B'; on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Irving, Texas-based Michaels Stores Inc. to 'B' from
'B-'. All ratings remain on CreditWatch with positive
implications.

"We also raised our issue-level rating on the company's senior
secured term loan B-1, B-2, and B-3 tranches to 'BB-' from 'B+'.
The recovery rating is unchanged at '1', which indicates our
expectation for very high recovery (90% to 100%) in the event of a
payment default," S&P said.

"In addition, we raised our issue-level rating on the company's
$800 million 7.75% senior unsecured notes due 2018, $400 million
11.375% senior subordinated notes due 2016, and $250 million 13%
subordinated discount notes due 2016 to 'CCC+' from 'CCC'. The
recovery ratings are '6', indicating our expectation that note
holders would receive negligible recovery (0% to 10%) in the event
of a payment default," S&P said.

"As of Jan. 28, 2012, the company had about $3.5 billion in
reported debt outstanding," S&P said.

"Standard & Poor's Ratings Services' upgrade on Michaels Stores
reflects the improvement in financial ratios following the
company's performance in the important fourth quarter, given the
seasonality of the company's business," said Standard & Poor's
credit analyst Brian Milligan. "The CreditWatch placement remains
effective, given the pending IPO."

"We believe the overall credit profile may further strengthen if
Michaels uses IPO proceeds to reduce high-cost debt and the
financial sponsor's equity stake in the ownership structure
declines substantially," S&P said.

"Before resolving the CreditWatch, we will assess the revised
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 changes in the equity
ownership structure. We expect to resolve the CreditWatch shortly
after the IPO we anticipate is completed," S&P said.


MICRON TECHNOLOGY: S&P Rates New $1-Bil. Senior Notes 'CCC+'
------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' issue-level
rating to Boise, Idaho-based Micron Technology Inc.'s new
$1 billion senior convertible notes due 2032. "The recovery rating
is '3', reflecting our expectation for meaningful (50% to 70%)
recovery in the event of default. All other ratings were affirmed,
including the 'BB-' corporate credit rating, and we revised the
outlook to negative from stable," S&P said.

"The outlook revision reflects weak memory market conditions,
near-term potential acquisition spending in support of industry
consolidation, and increased leverage," said Standard & Poor's
credit analyst John Moore.

"The rating on Micron Technology Inc. reflects our expectation
that the memory industry will remain highly volatile and that the
company's presence in DRAM and NAND memory markets will remain
largely unchanged, despite significant capital spending to
increase capacity in both segments. Micron develops and
manufactures Dynamic RAM (DRAM), as well as NAND and NOR (each a
type of flash memory) semiconductors for the memory industry. We
view its business risk profile as 'weak' and its financial profile
as 'significant.' Although credit protection measures continue to
vary widely through industry cycles, we expect Micron's
investments in NAND flash memory under its remaining joint venture
partnership with Intel, its emphasis on specialty product sales,
and its memory product diversification across DRAM, NAND, and NOR
markets to support prospects for less severe earnings volatility
over time," S&P said.

"We are revising Micron's rating outlook to negative from stable,
reflecting currently weak memory market conditions, potential
near-term acquisition spending, and increased leverage. If revenue
and earnings performance stabilize in the second half of 2012 and
acquisition spending remains modest, such that leverage does not
increase materially from current levels, we could revise the
outlook to stable. Conversely, if acquisition spending materially
increases and weak market conditions do not improve, such that
weak to negative free cash flow persists and leverage approaches
3x or more, we could lower the ratings," S&P said.


MIRION TECHNOLOGIES: S&P Assigns B Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to San Ramon, Calif.-based Mirion Technologies Inc.
The outlook is stable.

"At the same time, Standard & Poor's assigned a 'B' issue rating
to the company's senior secured credit facilities, including a $25
million revolver and a $200 million first-lien term loan. The
recovery rating on this debt is '3', indicating the expectation
that lenders would receive meaningful (50% to 70%) recovery in a
default scenario," S&P said.

"Our ratings on Mirion reflect the company's 'highly leveraged'
financial risk profile and 'weak' business risk profile," S&P
said.

"We expect revenue to increase modestly in 2012 because of
predictable replacement cycles of Mirion's installed base coupled
with increasing new plant construction in Asia and Eastern
Europe," said Standard & Poor's credit analyst Svetlana Olsha.
"The company's credit metrics should improve in the next few
quarters, primarily reflecting its debt repayment."

"Mirion provides radiation detection and monitoring products and
services globally to nuclear, defense, medical, and industrial end
markets. The company's weak business profile reflects its limited
product diversity and participation in fragmented and competitive
niche markets, which likely won't change meaningfully in the next
couple of years. Partly offsetting these factors are the company's
leading positions as the No. 1 player in many of the markets it
serves, good geographic diversity with about 65% of its revenue
coming from outside the U.S., and meaningful recurring revenue,
which should help provide stability to revenue and operating
performance," S&P said.


MOMENTIVE PERFORMANCE: Amends $525.6 Million Resale Prospectus
--------------------------------------------------------------
Momentive Performance Materials Inc. filed with the U.S.
Securities and Exchange Commission amendment no. 3 to the Form S-1
relating to resales by holders of the $525.68 million 9.0% Second-
Priority Springing Lien Notes due 2021 issued by Momentive
Performance Materials Inc. on Nov. 5, 2010.

The Notes mature on Jan. 15, 2021.  Interest on the Notes is
payable in cash at a rate of 9.0% per annum, from the issue date
or from the most recent date to which interest has been paid or
provided for, payable semiannually to holders of record at the
close of business on January 1 or July 1 immediately preceding the
interest payment date on January 15 and July 15 of each year.

At any time prior to Jan. 15, 2016, Momentive may redeem, in whole
or in part, the Notes at a price equal to 100% of the principal
amount of the Notes redeemed plus accrued and unpaid interest and
additional interest, if any, to the redemption date and a "make-
whole" premium.  Thereafter, Momentive may redeem the Notes, in
whole or in part, at the redemption prices set forth in this
prospectus.  In addition, at any time and from time to time on or
prior to Jan. 15, 2014, Momentive may redeem up to 35% of the
aggregate principal amount of Notes with the net cash proceeds
from certain equity offerings at the redemption price of 109% of
the principal amount of the Notes redeemed plus accrued and unpaid
interest and additional interest, if any, to the redemption date.

The Notes are senior obligations of Momentive.  Each of the Notes
is guaranteed on a senior unsecured basis by each of Momentive's
existing U.S. subsidiaries that is a guarantor under its senior
secured credit facilities and each of its future U.S. subsidiaries
that guarantee any debt of the Company or Note Guarantor.

Following the Springing Lien Trigger Date, the collateral securing
the Notes will initially be substantially all of Momentive's and
the Note Guarantors' property and assets that secure the
obligations under Momentive's senior secured credit facilities at
such time, subject to certain exceptions as set forth in this
prospectus.  Among other exceptions, certain assets owned by
Momentive's foreign subsidiaries that will not be collateral for
the Notes serve as collateral for the obligations of its foreign
subsidiaries under its senior secured credit facilities.

The Company has not applied, and does not intend to apply, for
listing of the Notes on any national securities exchange or
automated quotation system.

Momentive will not receive any proceeds from the resale of the
Notes.

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

                        http://is.gd/BedsCG

                    About Momentive Performance

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

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

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

                           *     *     *

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

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

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

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


MONITRONICS INTERNATIONAL: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Dallas-based residential alarm monitoring
services provider Monitronics International Inc. The outlook is
stable.

"At the same time, we assigned a 'B' issue rating with a recovery
rating of '3' to the company's $150 million senior secured
revolving credit facility and $550 million first-lien term loan.
The '3' recovery rating indicates our expectation for 50%-70%
recovery for lenders in the event of default," S&P said.

"We also assigned a 'CCC+' issue rating with a recovery rating of
'6',indicating our expectation for 0%-10% recovery for lenders in
the event of default, to the company's $410 million of senior
unsecured notes," S&P said.

"After the assignment of preliminary ratings on March 14, 2012,
the company increased the amount of senior debt by $50 million and
reduced the senior unsecured notes by the same amount. These
changes had no effect on the ratings. The company used the
proceeds to repay debt and to fund growth," S&P said.

"The rating on Monitronics reflects the company's 'highly
leveraged' financial risk profile, its reliance on debt to fund
anticipated growth, and its more limited scale compared with its
largest competitor," said Standard & Poor's credit analyst
Katarzyna Nolan. "A highly recurring revenue stream and an above-
industry revenue growth rate partly offset those factors."

"The stable outlook reflects Monitronics' stable operating cash
flow generation, reflecting its recurring and predictable revenue
base. It also reflects our expectation that the company will
maintain its competitive position in the residential alarm
monitoring industry and has the ability to reduce account
purchases, if needed," S&P said.

"An upgrade in the near term is unlikely, given the company's
highly leveraged financial profile and our view that it will
continue using debt to finance growth rather than repay debt. We
could lower the rating if an increase in attrition leads to the
need for additional customer account acquisitions, and
consequently, to a deterioration in cash flow and liquidity," S&P
said.


MOMENTIVE SPECIALTY: Euro VI to Resell $134MM 9% Senior Notes
-------------------------------------------------------------
Hexion U.S. Finance Corp. and Hexion Nova Scotia Finance, ULC,
wholly-owned subsidiaries of Momentive Specialty Chemicals Inc.,
filed with the U.S. Securities and Exchange Commission amendment
no. 1 to the  Form S-1 relating to the resales by Euro VI (BC)
S.a.r.l. of $134,016,000 of 9.00% Second-Priority Senior Secured
Notes due 2020 issued by the Companies.

The Notes mature on Nov. 15, 2020.  Interest on the Notes is
payable in cash at a rate of 9.00% per annum, from the Issue Date
or from the most recent date to which interest has been paid or
provided for, payable semiannually to holders of record at the
close of business on May 1 or November 1 immediately preceding the
interest payment date on May 15 and November 15 of each year.

At any time prior to Nov. 15, 2015, the Issuers may redeem, in
whole or in part, the Notes at a price equal to 100% of the
principal amount of the Notes redeemed plus accrued and unpaid
interest and additional interest, if any, to the redemption date
and a "make-whole" premium.  Thereafter, the Issuers may redeem
the Notes, in whole or in part, at the redemption prices set forth
in this prospectus.

MSC will not receive any proceeds from the resale of the Notes.

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

                        http://is.gd/BVijRn

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported net income of $118 million on $5.20
billion of net sales in 2011, compared with net income of $214
million on $4.59 billion of net sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.11 billion
in total assets, $4.87 billion in total liabilities and a $1.76
billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MORGUARD REIT: DBRS Confirms 'BB(high)' Issuer Rating
-----------------------------------------------------
DBRS has confirmed the Issuer Rating of Morguard Real Estate
Investment Trust at BB (high) with a Stable trend.  The rating
takes into consideration the following strengths: (1) stable core
of retail properties and government-leased office buildings; (2)
consistent occupancy in the mid-90% range; (3) good asset type
diversification; and (4) good financial credit metrics.  The
rating also reflects the following challenges: (1) above-average
property concentration; (2) relatively small portfolio; (3) below-
average geographic diversification; and (4) some exposure to
Hudson's Bay Company (HBC) and Sears and near-term office
releasing.

Morguard achieved reasonable growth in operating income in 2011,
mainly as a result of full-year cash flow contributions from
property acquisitions in 2010.  Morguard's portfolio continues to
achieve solid occupancy DBRS Confirms Morguard REIT at BB (high)
with Stable Trend levels (95% as at Q4 2011), with good support
from the Trust's core enclosed shopping centres and government
office tenancies.  Morguard's same-portfolio net operating income
(NOI) growth was reasonable during the year at 2.6%, benefiting
from higher rental rates on leasing activity in the retail segment
of the portfolio and higher occupancy rates in the industrial
segment, which more than offset flat results in the office
segment.

From a financial profile perspective, Morguard financed property
acquisitions in 2011 mainly with debt.  The Trust, however,
continues to maintain a conservative financial profile, with
EBITDA interest coverage improving to 2.68 times for the year
ended December 31, 2011 from 2.60 times in 2010.  Higher cash flow
levels and a conservative financial profile have also supported an
increase of 6.6% to the Trust's annual distribution per unit
announced in Q1 2012.

The Stable rating outlook takes into consideration DBRS's
expectation that Morguard will continue to achieve reasonable
operating income growth, due to cash flow from recent property
acquisitions, notably the Trust's 50% interest in two office
complexes in Alberta, including Citadel West in Calgary and
Petroleum Plaza in Edmonton.  These properties are under long-term
leases to high-quality tenants (Government of Alberta and
WorleyParsons Limited), and are fully occupied at 100%, which
should enhance cash flow stability going forward.  DBRS also
expects Morguard to operate with a conservative payout ratio in
the 80% range under the new annual rate of distribution and
continue to pursue property acquisitions while maintaining an
EBITDA interest coverage ratio of above 2.30 times.

DBRS also believes that Morguard's financial flexibility (positive
free cash flow position and $51.2 million of liquidity), when
combined with modest debt maturities in 2012, provides additional
support to the current rating.  A negative rating action could
result from weaker operating and earnings performance and/or
sustained EBITDA interest coverage below 2.30 times.  On the other
hand, a rating improvement would likely be the result of: (1) a
material increase in portfolio size; (2) improved property and
geographic diversification; (3) a significant improvement in
earnings; (4) and/or moderation of financial leverage that results
in a sustained increase in EBITDA interest coverage above 3.00
times.


MORRISON MARKETING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Morrison Marketing Group, Inc.
          dba Tag Team Uniforms
        225 East Highway 32
        Licking, MO 65542

Bankruptcy Case No.: 12-43384

Chapter 11 Petition Date: April 10, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen III

Debtor's Counsel: John Talbot Sant, Jr., Esq.
                  ARMSTRONG, TEASDALE ET AL.
                  One Metropolitan Square, Suite 2600
                  St. Louis, MO 63102
                  Tel: (314) 342-4106
                  E-mail: jsant@armstrongteasdale.com

Scheduled Assets: $1,074,628

Scheduled Liabilities: $5,007,131

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:

             http://bankrupt.com/misc/moeb12-43384.pdf

The petition was signed by Stan Morrison, president.


MOTORSPORT AFTERMARKET: S&P Withdraws 'CCC' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'CCC' corporate credit rating, on Irvine, Calif.-based
Motorsport Aftermarket Group Inc. (MAG).  MAG recently refinanced
its senior secured credit facilities, which included a $30 million
revolver due 2012 and a $160 million term loan (with $147 million
outstanding as of Sept. 30, 2011) due 2013, with a new credit
facility, which will not be rated.

MAG operates nine motorcycle aftermarket accessories businesses on
a decentralized basis and derives almost two-thirds of its revenue
from the sale of accessories for American V-Twin motorcycles.


MUNICIPAL MORTGAGE: Charles Baum to Retire as Director
------------------------------------------------------
Municipal Mortgage & Equity, LLC's director, Charles C. Baum, has
recently informed the Company that he plans to retire from the
Board of Directors by the end of September of this year.  As an
accommodation to the Company, Mr. Baum has agreed to stand for
reelection at the Company's annual meeting in June and intends to
serve as a director until the Company is able to identify a
successor.  The Company will seek to identify a successor to Mr.
Baum as soon as possible.  Mr. Baum has been a director since 1996
and serves as Chairman of the Company's Governance Committee and
as a member of the Company's Audit and Compensation Committees.

                     About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

The Company also reported a net loss of $47.59 million on
$73.87 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $69.65 million on
$80.05 million of total revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.93 billion in total assets, $1.22 billion in total liabilities
and $707.23 million in total equity.

As reported by the TCR on April 6, 2011, KPMG LLP, in Baltimore,
Maryland, expressed substantial doubt about Municipal Mortgage &
Equity's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets,
liquidate collateral positions, post additional collateral, sell
or close different business segments and work with its creditors
to restructure or extend its debt arrangements.

Municipal Mortgage reported a net loss of $72.5 million on
$107.7 million of total revenue for 2010, compared with a net loss
of $380.1 million on $134.8 million of total revenue for 2009.

                         Bankruptcy Warning

The Company's ability to restructure its debt is especially
important with respect to the subordinated debentures.  The
weighted average pay rate on the remaining $196.7 million (unpaid
principal balance) of subordinated debentures was 2.1% at
Sept. 30, 2011.  The Company's pay rates are due to increase in
the first and second quarters of 2012, which will bring the
weighted average pay rate to approximately 8.6%.  The Company does
not currently have the liquidity to meet these increased payments.
In addition, substantially all of the Company's assets are
encumbered, which limits its ability to increase its liquidity by
selling assets or incurring additional indebtedness.  There is
also uncertainty related to the Company's ability to liquidate
non-bond related assets at sufficient amounts to satisfy
associated debt and other obligations and there are a number of
business risks surrounding the Company's bond investing activities
that could impact its ability to generate sufficient cash flow
from the bond portfolio.  These uncertainties could adversely
impact the Company's financial condition or results of operations.
In the event the Company is not successful in restructuring or
settling its remaining non-bond related debt, or in generating
liquidity from the sale of non-bond related assets or if the bond
portfolio net interest income and the common equity distributions
the Company receives from its subsidiaries are substantially
reduced, the Company may have to consider seeking relief through a
bankruptcy filing.




NAPA HOME: Insurers Push for $15-Mil. Coverage Deal With Trustee
----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that two Nationwide
Mutual Insurance Co. units on Tuesday urged a Georgia federal
judge to approve their $15.1 million coverage settlement with the
trustee for Napa Home & Garden, Inc., a company facing injury
claims over decorative fire pots sold by Bed Bath & Beyond Inc.,
which objected to the deal.

Napa Home & Garden, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ga. Case No. 11-69828) on July 5, 2011.  The Debtor estimated
assets and debts of $1 million to $10 million.  Leslie Pineyro,
Esq., at Jones & Walden, LLC, in Atlanta, serves as counsel to the
Debtor.

The bankruptcy judge appointed a Chapter 11 trustee at the request
of the U.S. Trustee.  The Justice Department's bankruptcy watchdog
said a trustee was needed to insure there was "truly a need" for a
quick sale and the transaction was negotiated at arm's length.


NATIONWIDE MUTUAL: Fitch Holds Trust Preferred Securities at BB+
----------------------------------------------------------------
Fitch Ratings has affirmed the Insurer Financial Strength ratings
of Nationwide Mutual Insurance Company (NMIC) and its related
intercompany pool members (collectively, Nationwide Mutual), as
well as Nationwide Life Insurance Company (NLIC), at 'A'. In
addition, Fitch has affirmed the ratings on NMIC's outstanding
surplus notes at 'BBB'.

Fitch has also affirmed the following ratings of Nationwide
Financial Services, Inc. (NFS):

- Issuer Default Rating (IDR) at 'BBB+';
- Senior unsecured notes at 'BBB';
- Trust preferred securities at 'BB+'.

The Rating Outlook is Stable for all ratings.

The rating affirmation reflects Nationwide Mutual's strong
competitive position in personal lines insurance and a more
moderate position in commercial lines insurance. Overall, the
company ranks among the 10 largest U.S. insurers by premium.

Fitch has a generally positive view of the expected completion
during 2012 of NMIC's merger with Harleysville Mutual Insurance
Company (Harleysville), which adds to Nationwide Mutual's
commercial insurance market presence and enhances distribution
capabilities primarily in Northeastern states. The transaction
will moderately increase Nationwide Mutual's operations, as
Harleysville Mutual's annual written premium was less than 10% of
Nationwide Mutual's 2011 property/casualty (P/C) premium volume.

The affirmation also reflects business diversification benefits
provided by Nationwide Mutual's wholly owned Financial Services
segment (NFS), which offers a variety of individual protection and
asset accumulation products, as well as group products and
services. Fitch notes however, that NFS has relatively high
exposure to variable annuity products and mortgage-related
investments.

Similar to other personal lines carriers, Nationwide Mutual's
underwriting performance was materially affected by catastrophes
in 2011. The company paid a record $2.3 billion in weather-related
claims, nearly $1 billion more than in 2010. The P/C segment
reported a GAAP net operating loss of $203 million for 2011
compared with an operating gain of $645 million for 2010. NFS
segment results increased almost 40% to $737 million for 2011.

Despite a statutory net loss of almost $800 million, statutory
surplus declined just 1% to $12.8 billion at Dec. 31, 2011,
primarily due to the positive impact from net deferred income tax.
Notwithstanding the stability of the company's surplus in 2011,
Fitch views Nationwide Mutual's capitalization as worse than most
peer companies. Specifically, the quality of capital is diminished
by a high percentage of surplus notes in the capital structure,
and unstacked operating leverage (excluding the carrying value of
the life company) is higher than average at 1.56 times (x). The
Harleysville acquisition is not expected to lead to a material
deterioration in operating leverage.

Funding of the Harleysville transaction is not anticipated to
materially increase debt levels. For a mutual company, however,
Nationwide Mutual employs relatively high financial leverage. At
year-end 2011 long-term debt totaled $4.9 billion, up $439 million
from the prior year (including $2.2 billion in surplus notes
supporting the P/C operations and $2.3 billion in debt primarily
supporting the life insurance operations) as well as a sizeable
level of short-term debt.

Key rating triggers for Nationwide's ratings that could lead to a
downgrade include: ongoing poor underwriting profitability that
widens from recent performance relative to both mutual company and
industry averages; significant deterioration in operating earnings
generated by the life and annuity business; weakness in capital
strength as measured by Fitch's capital model, NAIC risk-based
capital or unstacked operating leverage greater than 1.75x; and/or
consolidated debt-to-capital, including short-term debt and
operating debt, of greater than 30%.

Key rating triggers that could lead to an upgrade over the longer
term include: a sustained improvement in underwriting performance
as measured by a combined ratio under 100% that is nearer to or
better than peers; improved catastrophe and overall risk
management through difficult underwriting and economic conditions;
an improvement in capital strength as measured by Fitch's capital
model or unstacked operating leverage below 1.0x; a material
reduction in the consolidated debt-to-capital ratio to below 20%;
and a significant reduction in the degree to which NFS's earnings
are leveraged to the equity market.

Fitch has affirmed these ratings with a Stable Outlook:

Nationwide Mutual Insurance Co.

- IDR at 'A-';
- 8.25% surplus notes due Dec. 1, 2031 at 'BBB';
- 7.875% surplus notes due April 1, 2033 at 'BBB';
- 6.60% surplus notes due April 15, 2034 at 'BBB';
- 5.81% surplus notes due December 15, 2024 at 'BBB';
- 9.375% surplus notes due Aug. 15, 2039 at 'BBB'.

Nationwide Financial Services Inc.

- IDR at 'BBB+';
- 5.90% Senior notes due July 1, 2012 at 'BBB';
- 5.625% Senior notes due Feb. 13, 2015 at 'BBB';
- 5.10% Senior notes due Oct. 1, 2015 at 'BBB';
- 5.375% Senior notes due March 25, 2021 at 'BBB';
- 7.899% Trust preferred due March 1, 2037 at 'BB+'.

Nationwide Mutual Insurance Co.
Nationwide Mutual Fire Insurance Co.
Crestbrook Insurance Co.
National Casualty Co.
Nationwide Agribusiness Insurance Co.
Nationwide Insurance Company of America
Scottsdale Insurance Co.
Farmland Mutual Insurance Co.
Colonial County Mutual Insurance Company
Nationwide Assurance Company
Nationwide General Insurance Company
Nationwide Lloyds
Nationwide Property & Casualty Insurance Company
Titan Indemnity Company
Titan Insurance Company
Victoria Automobile Insurance Company
Victoria Fire & Casualty Company
Victoria Select Insurance Company
Victoria Specialty insurance Company
Scottsdale Indemnity Company
Scottsdale Surplus Lines Insurance Company
Western Heritage Insurance Company
Allied Property & Casualty Insurance Company
AMCO Insurance Company
Depositors Insurance Company
Nationwide Affinity Company
- IFS at 'A'.

Nationwide Life Insurance Co.
- IFS at 'A';
- Short-term IDR at 'F1';
- Short-term IFS at 'F1';
- Commercial paper at 'F1'.

Nationwide Life Global Funding I
- Program Rating affirmed at 'A'.


NEBRASKA BOOK: Files Third Amended Joint Plan of Reorganization
---------------------------------------------------------------
BankruptcyData.com reports that Nebraska Book filed with the U.S.
Bankruptcy Court a Third Amended Joint Plan of Reorganization and
related Disclosure Statement.

"The Reorganized Debtors will fund distributions under the Plan
with cash on hand, including cash from operations, as well as
proceeds from the New ABL Facility and the New Money First Lien
Term Loan, and through issuance of New Common Equity, the New
Take-Back Note, and the New Warrants . . . The Plan shall serve as
a motion by the Debtors seeking entry of a Bankruptcy Court order
substantively consolidating all of the Estates and its
subsidiaries into a single consolidated Estate for all purposes
associated with Confirmation and Consummation," according to the
Disclosure Statement obtained by BankruptcyData.com.

                        About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure
$250 million in exit financing.


NET ELEMENT: Has Joint Venture Pact with I. Krutoy to Form Music1
-----------------------------------------------------------------
Net Element, Inc., on April 6, 2012, entered into a Joint Venture
Agreement with Igor Yakovlevich Krutoy.  Pursuant to the Joint
Venture Agreement, the parties agreed to form a limited liability
company under the laws of the Russian Federation named Music1,
which would be owned 67% by the Company's newly formed subsidiary
Net Element Russia and 33% by a newly formed company controlled by
Mr. Krutoy which is to be named K1 Holdings.  Music1 Russia will
promote the Company's www.music1.com platform in the Commonwealth
of Independent States (CIS) countries (comprised of participating
states of the former Soviet Union).

K1 Holdings is required to contribute 3,300 Russian rubles (or
approximately $111.58 based on the currency exchange rate as of
April 9, 2012) to Music1 Russia in exchange for its 33% ownership
interest.  The Company agreed to contribute to Music1 Russia:

   (i) exclusive, non-assignable, royalty-free, perpetual, world-
       wide rights to use and operate the Internet domain
       www.music1.com ;

  (ii) non-exclusive, non-assignable, limited, royalty-free,
       perpetual, world-wide rights to use the Company's Launchpad
       computer system technology for the operation of Internet
       based contests;

(iii) non-exclusive, non-assignable, limited, royalty-free,
       perpetual, world-wide rights to integrate the Company's
       Music Brain technology into the Web site; and

  (iv) not less than $2 million in the form of an interest-free
       loan to maintain the operations of Music1 Russia.

Mr. Krutoy also agreed to (i) provide business development
introductions identified by Music1 Russia as having significant
business potential and (ii) act as an advisor and Chairman of the
Board of Directors of Music1 Russia for a period of two years.  As
consideration for those advisory services and as Chairman of the
Board of Directors of Music1 Russia, the Company agreed to issue
Mr. Krutoy 5 million shares of restricted stock of the Company,
with half of such shares issued within one month after he becomes
Chairman of Music1 Russia and the other half of those shares
issued within one month after the start of the second calendar
year of his term as Chairman of Music1 Russia.

Pursuant to the Joint Venture Agreement, the first $4 million of
distributions by Music1 Russia are required to be made 50% to Net
Element Russia and 50% to K1 Holdings.  Thereafter, the next $13
million of distributions by Music1 Russia are required to be made
100% to Net Element Russia.  Thereafter, distributions by Music1
Russia are required to be made in proportion to Net Element
Russia's and K1 Holdings' respective ownership interests in Music1
Russia.

The Joint Venture Agreement also provides that Mr. Krutoy will
enter into a Subscription Agreement to purchase 13,333,333 shares
of common stock of the Company for an aggregate purchase price of
$2 million.

Closing of the transactions contemplated by the Joint Venture
Agreement are subject to customary closing conditions.

A copy of the Joint Venture Agreement is available for free at:

                        http://is.gd/m4K4Br

                         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.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 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.


NORTEL NETWORKS: Obtains Further Extension of CCAA Stay Period
--------------------------------------------------------------
Nortel Networks Corporation on April 13 disclosed that it, its
principal operating subsidiary Nortel Networks Limited and its
other Canadian subsidiaries that filed for creditor protection
under the Companies' Creditors Arrangement Act (CCAA) have
obtained an order from the Ontario Superior Court of Justice
(Canadian Court) further extending, to July 31, 2012, the stay of
proceedings that was previously granted by the Canadian Court.
The purpose of the stay of proceedings is to provide stability to
the Nortel companies to continue with their restructuring efforts
and to continue to work toward the development of a plan of
arrangement under CCAA.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


OAKLEY RDA: S&P Lowers Rating on Series 2008 Bonds to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term and
underlying ratings on Oakley Redevelopment Agency, Calif.'s series
2008A subordinate-lien tax allocation bonds (TABs) to 'BB' from
'BB+'. At the same time, Standard & Poor's removed the ratings
from CreditWatch, where they had been placed with negative
implications Oct. 14, 2011. The outlook is stable.

"The downgrade reflects our view of another small decline in
assessed valuation in the project area in fiscal 2012 and our
assessment of the bonds' inadequate annual and semi-annual debt
service coverage," said Standard & Poor's credit analyst Sussan
Corson.

The ratings reflect what S&P views as:

* Inadequate annual debt service coverage (DSC) of 0.96x and
   weaker maximum annual debt service coverage of 0.90x;

* Semi-annual DSC of 0.7x on Sept. 1, 2012, assuming 50% of
   pledged revenue;

* Four years of assessed value (AV) declines, combined with the
   possibility of future decreases;

* A volatility ratio of 0.28, which indicates that pledged
   revenues are somewhat sensitive to overall changes in AV; and

* Fully cash-funded debt service reserves that total $2.675
   million according to successor agency officials.

Subordinate tax increment revenues collected on the Oakley
Redevelopment Project Area, net of the 20% set-aside for low- and
moderate-income housing and passthrough payments and senior debt,
secure the series 2008A subordinate bonds.

Under Assembly Bill 1X26, a new law that dissolved redevelopment
agencies in the state as of Feb. 1, 2012, the city is acting as
successor agency to the redevelopment agency for both the
nonhousing and housing functions. The agency also represented that
it has received its December 2011 county tax increment
disbursement, which it used to make its March 1, 2012, debt
service payment. The successor agency has presented its initial
recognized obligation payment schedule, which includes the March
1, 2012, interest payment as well as the Sept. 1, 2012, principal
and interest payment on the senior 2003 and subordinate 2008 TABs.

"The stable outlook reflects our view of the current DSC of about
0.96x and the agency's plans to use cash balances on hand to cover
calculated shortfalls in semi-annual DSC on Sept. 1, 2012. Should
additional AV declines deteriorate what we consider already
inadequate annual DSC in the next year and should the agency draw
on debt service reserves to cover shortfalls in annual pledged
revenue, or fail to include reserve replenishment amounts on its
recognized obligation payment schedule, we could lower the rating
further," S&P said.

"Oakley is in eastern Contra Costa County, 50 miles northeast of
San Francisco. Residents commute to jobs throughout the diverse
Bay Area economy. As such, we view the median household effective
buying income as very strong at 149% of the nation and good on the
per capita level at 96% of the nation," S&P said.


OHI INTERMEDIATE: S&P Assigns Preliminary 'B+' Corp. Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Buffalo, N.Y.-based OHI Intermediate
Holdings Inc. The outlook is stable.

"At the same time, we assigned a preliminary 'B+' issue-level
rating and preliminary '3' recovery rating to OHI's subsidiary
Osmose Holdings Inc.'s proposed $25 million revolving credit
facility and $240 million six-year senior secured term loan. The
'3' recovery rating indicates our expectation that lenders would
receive meaningful (50% to 70%) recovery in the event of a payment
default," S&P said.

"The final rating will depend on our receipt and satisfactory
review of all final transaction documentation, including the 2011
audit financial statement. Accordingly, the preliminary rating
should not be construed as evidence of a final rating. If we do
not receive final documentation within a reasonable time frame, or
if final documentation departs from the materials we reviewed,
we reserve the right to withdraw or revise our rating," S&P said.

"The preliminary ratings on OHI reflect our assessment of the
company's business risk profile as 'weak' and financial risk
profile as 'aggressive'," said Standard & Poor's credit analyst
Robyn Shapiro. "The business profile is supported by mid- to
upper-double-digit estimated market share in the niche markets for
its utility pole inspection and treatment services and its wood
treatment preservation technology. The aggressive financial
profile reflects the company's ownership by private equity."

"Our stable rating outlook reflects our belief that OHI will
achieve positive free cash flow in 2012 and 2013, given the
relatively favorable trends in each of its business segments, and
its track record of EBITDA margins in the mid-teens percent
range," S&P said.

"However, we could lower our rating if free operating cash flow
generation were to become negative or if we believed that debt to
EBITDA would trend toward 4.5x or higher. This could occur from an
unexpected decline in wood preservation chemicals business or in
the company's utilities services," S&P said.

"We consider an upgrade unlikely because we believe the company's
financial policies will remain aggressive under its private equity
owners," S&P said.


ON ASSIGNMENT: S&P Assigns BB- Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Calabasas, Calif.-
based On Assignment Inc. its preliminary 'BB-' corporate credit
rating. The rating outlook is stable.

"We also assigned the company's $540 million senior secured credit
facility our preliminary 'BB-' issue-level rating (at the same
level as the preliminary 'BB-' corporate credit rating on the
company) with a preliminary recovery rating of '3', indicating our
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default. The facility consists of a $490
million term loan due 2019 and a $50 million revolver due 2017. We
expect that the issuer will use the net proceeds and newly-issued
common stock to pay for its $600 million acquisition of Apex
Systems Inc. and to refinance its existing debt," S&P said.

"The preliminary 'BB-' rating reflects our expectation that On
Assignment will be able to reduce leverage, generate positive
discretionary cash flow, and maintain an adequate cushion of
covenant compliance over the intermediate term. We view On
Assignment's business risk profile as 'weak' because of the
cyclical nature of the staffing business and the company's small
market share in a fragmented and highly competitive industry. We
view On Assignment's financial risk as 'significant,' based on its
moderately high pro forma debt-to-EBITDA ratio relative to its
scale of operations. We expect pro forma leverage, adjusted for
operating leases, to decline to the high-3x area by the second
half of 2012," S&P said.

"Following the acquisition, which essentially doubles the size of
the company, On Assignment will primarily be an IT staffing firm,
but will also operate in life sciences staffing, physician
staffing, travel nursing, and allied health care. The customer
base is diversified, with the top 10 customers accounting for 21%
of 2011 pro forma revenues. Nevertheless, the company has
significant exposure to IT staffing industry fundamentals. The IT
staffing industry is very competitive and we believe this will
continue, if not intensify, with the entrance of large
international staffing firms into the market. Despite its position
as the second-largest IT staffing firm in the U.S., the combined
company is still relatively small and does not command a large
market share in this fragmented industry. Professional staffing is
very cyclical, and profit levels can drop dramatically during
downturns. EBITDA margins in the staffing industry tend to be low,
although they are higher for companies serving higher-end, niche
markets," S&P said.

"Under our base case scenario, we expect 2012 pro forma revenue
and EBITDA (before stock compensation) growth at a low- to mid-
teens percentage rate. We expect strength in IT staffing, which
accounts for roughly 75% of combined sales, to drive revenue
growth. We anticipate that Apex Systems and Oxford Global (On
Assignment's IT staffing and engineering segment) will both grow
over 15% in 2012. We also expect double-digit growth in physician
services revenue due to the benefit of a full year of HCP (which
the company acquired last summer), high-single-digit growth in
life sciences, and low- to mid-single-digit growth in health care.
We believe the combined company's EBITDA margin (after stock
compensation expense) will be at or slightly below 9% in 2012,
with the gross margin staying relatively steady and some operating
leverage from increased scale. We expect the EBITDA margin to
remain above staffing industry averages owing to the company's
position in higher-value-added professional staffing markets," S&P
said.


PARKER DRILLING: S&P Keeps B+ Rating on $300MM Sr. Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said Parker Drilling Co. is
adding $125 million to its existing $300 million 9.125% senior
unsecured notes due 2018. "Our 'B+' rating on the notes, which now
total $425 million, remains unchanged. The recovery rating on the
notes remains '3', indicating our expectation for meaningful
recovery (50% to 70%) in the event of a payment default. Proceeds
from the offering will be used to fund the cash tender offer for
Parker's outstanding $125 million 2.125% convertible senior notes
due 2012," S&P said.

"The ratings on Houston-based Parker Drilling Co. reflect the
company's participation in a highly competitive, cyclical
industry, its aggressive capital spending program, its operations
in international markets that can expose it to geopolitical risks,
and currently weak utilization rates in its international drilling
segment. The ratings also incorporate the company's business and
geographic diversity and its high-profile projects with integrated
oil companies," S&P said.


PDQ COOLIDGE: Sec. 341 Creditors' Meeting Set for May 21
--------------------------------------------------------
The U.S. Trustee in Miami will convene a Meeting of Creditors
pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 cases of PDQ
Coolidge Formad LLC and PDQ Cooformad Washores, LLC, on May 21,
2012, at 11:00 a.m. at 51 SW First Ave Room 1021, Miami.

The deadline to file a complaint to determine dischargeability of
certain debts is July 20, 2012.  Proofs of claim are due by Aug.
20, 2012.

                     About PDQ Coolidge Formad

PDQ Coolidge Formad, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-18495) in its home-town in Miami on
April 8, 2012.  According to myfloridalicense.com, the Debtor is
doing business as Peppertree Shores Apartment and has an Orange,
Florida license to operate apartments.

PDQ Coolidge Formad estimated assets and debts of $10 million to
$50 million.  It projects that funds will be available for
distribution to unsecured creditors.

An affiliate, PDQ Cooformad Washores, LLC, also filed a separate
petition (Bankr. S.D. Fla. Case No. 12-18496), estimating under
$10 million in assets and debts.  The cases are jointly
administered.

Judge Robert A. Mark presides over the cases.  Lawyers at Aaronson
Schantz P.A., represent the Debtors.  The petitions were signed by
Salomon Yuken, manager.


PDQ COOLIDGE: Wants to Hire Aaronson Firm as Chapter 11 Counsel
---------------------------------------------------------------
PDQ Coolidge Formad LLC seeks authority from the Bankruptcy Court
to hire Geoffrey S. Aaronson Esq., of the law firm of Aaronson
chantz P.A. as Chapter 11 bankruptcy counsel pursuant to a general
retainer.  Mr. Aaronson will, among other things, represent the
Debtor in negotiations with its creditors in the preparation of a
plan and disclosure statement.

Mr. Aaronson attests that his firm does not have any connection
with creditors or other parties in interest in the Debtor's case.

                     About PDQ Coolidge Formad

PDQ Coolidge Formad, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-18495) in its home-town in Miami on
April 8, 2012.  According to myfloridalicense.com, the Debtor is
doing business as Peppertree Shores Apartment and has an Orange,
Florida license to operate apartments.

The Debtor estimated assets and debts of $10 million to
$50 million.  It projects that funds will be available for
distribution to unsecured creditors.

Judge Robert A. Mark presides over the case.  Lawyers at Aaronson
Schantz P.A., represent the Debtor.

An affiliate, PDQ Cooformad Washores, LLC, also filed a separate
petition (Bankr. S.D. Fla. Case No. 12-18496), estimating under
$10 million in assets and debts.

The petitions were signed by Salomon Yuken, manager.


PINNACLE AIRLINES: Seeks Surplus Asset Sale Approval
----------------------------------------------------
BankruptcyData.com reports that Pinnacle Airlines filed with the
U.S. Bankruptcy Court a motion for authorization to establish sale
procedures for the sale of certain obsolete, surplus or burdensome
assets for a price of $3 million or less or to abandon the assets
if a sale cannot be completed.  The Debtors request that if the
sale price of certain of the assets is less than $500,000, no sale
hearing shall be required; and if the sale is more than $500,000
but less than $3 million, the Debtors will file a notice with the
Court and an objection deadline will be set.

BankruptcyData.com says the Court scheduled an April 25, 2012
hearing on the motion.


                   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.


PREMIERWEST BANCORP: Reports $15-Mil. Net Loss in 2011
------------------------------------------------------
PremierWest Bancorp filed its annual report on Form 10-K,,
reporting a net loss of $15.05 million on $49.91 million of net
interest income (before provision for loan losses) for the fiscal
year ended Dec. 31, 2011, as compared to a net loss of
$4.95 million on $55.96 million of net interest income (before
provision for loan losses) for the fiscal year ended Dec. 31,
2010.

The Company's balance sheet at Dec. 31, 2011, showed
$1.266 billion in total assets, $1.182 billion in total
liabilities, and stockholders' equity of $84.36 million.

The Company said, "Although the Bank meets the quantitative
guidelines set forth above to be deemed "well-capitalized", the
Bank remains subject to the Agreement with the FDIC and,
therefore, is deemed to be "adequately capitalized."  Pursuant to
the Agreement with the FDIC, as discussed in Note 2 -- "Regulatory
Agreement, Economic Condition, and Management Plan", the Bank was
required to increase and maintain its Tier 1 capital in such an
amount as to ensure a leverage ratio of 10% or more by Oct. 3,
2010, well in excess of the 5% requirement set forth in regulatory
guidelines.  The 10% leverage ratio was not achieved by Oct. 3,
2010."

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

                       http://is.gd/K7zCKV

PremierWest Bancorp is a bank holding company headquartered in
Medford, Oregon.  The Company operates primarily through its
principal subsidiary, PremierWest Bank, which offers a variety of
financial services.


PRINCETON NATIONAL: BKD LLP Raises Going Concern Doubt
------------------------------------------------------
Princeton National Bancorp, Inc., filed on April 12, 2012, its
annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

BKD, LLP, in Decatur, Illinois, expressed substantial doubt about
Princeton National Bancorp's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses resulting from the effects of the
economic downturn causing its subsidiary bank to be
undercapitalized and resulting in a consent order to be issued by
the primary regulator.

The Company reported a net loss of $54.35 million on
$34.69 million of net interest income (before provision for loan
losses) for 2011, compared with a net loss of $16.98 million on
$37.33 million of net interest income (before provision for loan
losses) for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$1.014 billion in total assets, $1.009 billion in total
liabilities, and stockholders' equity of $4.93 million.

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

                       http://is.gd/IGY8xi

Located in Princeton, Illinois, Princeton National Bancorp, Inc.,
is a single-bank holding company which operates in one business
segment conducting a full-service banking and trust business
through its subsidiary bank, Citizens First National Bank.




PROBE MANUFACTURING: W. T. Uniack Raises Going Concern Doubt
------------------------------------------------------------
Probe Manufacturing, Inc., filed on April 9, 2012, its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2011.

W. T. Uniack & Co. CPA's P.C., in Woodstock, Georgia, noted that
the Company has current assets of $1,460,906 and current
liabilities of $1,260,952.  "Sales have increased from $2,799,935
in 2010 to $4,549,798 for the comparable period in 2011.  In
addition, the Company has an accumulated deficit of ($238,483) and
is dependent on at least maintaining current revenue levels.
Those conditions raise substantial doubt about the Company's
ability to continue as a going concern," the auditor said.

The Company reported net income of $90,940 on sales of
$4.5 million for 2011, compared with net income of $243,368 on
sales of $2.8 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.6 million
in total assets, $1.3 million in total liabilities, and
stockholders' equity of $338,046.

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

                       http://is.gd/74PZPt

Irvine, California-based Probe Manufacturing, Inc., provides
global design and manufacturing services to original electronic
equipment manufacturers from its 23000 sq-ft facility in Irvine,
California and strategic locations worldwide.  Revenue is
generated from sales of services primarily to customers in the
medical device, aerospace, automotive, industrial and
instrumentation product manufacturers.


QUANTUM CORP: BlackRock Ceases to Hold 5% Equity Stake
------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
March 30, 2012, it beneficially owns 11,355,491 shares of common
stock of Quantum Corp. representing 4.85% of the shares
outstanding.  As previously reported by the TCR on Feb. 14, 2012,
BlackRock disclosed beneficial ownership of 11,807,226 common
shares or 5.05% equity stake.  A copy of the amended filing is
available for free at http://is.gd/AQxAmH

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company's balance sheet at Dec. 31, 2011, showed
$415.19 million in total assets, $456.93 million in total
liabilities and a $41.73 million total stockholders' deficit.

                          *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


QUANTUM FUEL: To Hold Annual Vote on Executive Compensation
-----------------------------------------------------------
In line with the stockholder vote at the 2011 annual meeting,
Quantum Fuel Systems Technologies Worldwide, Inc.'s Board of
Directors decided that the Company will hold an advisory "say-on-
pay" vote every year on the compensation of its named executive
officers until the next stockholder non-binding, advisory vote on
the frequency of these votes.

                         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.


REAL ESTATE ASSOCIATES: Has No Remaining Investment in Oak Hill
---------------------------------------------------------------
Real Estate Associates Limited VII holds a 99.9% general partner
interest in Real Estate Associates IV, which in turn, holds a
98.99% limited partnership interest in Oak Hill Apartments, Ltd.,
a Pennsylvania limited partnership.

On April 11, 2012, Oak Hill sold its investment property to The
Orlean Company, an Ohio Corporation, in exchange for (i) full
satisfaction of the non-recourse note payable due to an affiliate
of the Purchaser, (ii) the assumption of the outstanding mortgage
loan encumbering the property and (iii) the sum of one dollar.
Real Estate Associates did not receive any proceeds from the sale.
The Company had no investment balance remaining in Oak Hill as of
Dec. 31, 2011.

                    About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On February 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The Partnership will be dissolved only upon the expiration of 50
complete calendar years -- December 31, 2033 -- from the date of
the formation of the Partnership or the occurrence of various
other events as specified in the Partnership agreement.  The
principal business of the Partnership is to invest, directly or
indirectly, in other limited partnerships which own or lease and
operate Federal, state and local government-assisted housing
projects.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

The Partnership holds limited partnership interests in 11 local
limited partnerships as of both March 31, 2010, and December 31,
2009.  The Partnership also holds a general partner interest in
Real Estate Associates IV, which, in turn, holds limited
partnership interests in nine additional Local Limited
Partnerships; therefore, the Partnership holds interests, either
directly or indirectly through REA IV, in twenty (20) Local
Limited Partnerships.  The general partner of REA IV is NAPICO.
The Local Limited Partnerships own residential low income rental
projects consisting of 1,387 apartment units at both March 31,
2010, and December 31, 2009.  The mortgage loans of these projects
are payable to or insured by various governmental agencies.

The Partnership reported a net loss of $861,000 on $0 of revenue
in 2011, compared with net income of $171,000 on $0 of revenue in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.23 million
in total assets, $21.37 million in total liabilities and a $20.14
million total partners' deficit.

For 2011, Ernst & Young LLP, in Greenville, South Carolina,
expressed substantial doubt about the Partnership's ability to
continue as a going concern.  The independent auditors noted that
the Partnership continues to generate recurring operating losses.
In addition, notes payable and related accrued interest totaling
approximately $16,164,000 are in default due to non-payment.


REDDY ICE: Files for Chapter 11 With Pre-Negotiated Plan
--------------------------------------------------------
Reddy Ice Holdings, Inc., and Reddy Ice Corporation on April 12,
2012, filed voluntary Chapter 11 bankruptcy petitions (Bankr. N.D.
Tex. Case Nos. 12-32349 and 12-32350) together with a plan of
reorganization and accompanying disclosure statement to complete
its previously announced plan to strengthen its balance sheet and
ensure strong financial footing for the future.

As part of the restructuring, Reddy Ice is also seeking to pursue
a strategic acquisition of all or substantially all of the
businesses and assets of Arctic Glacier Income Fund and its
subsidiaries, including Arctic Glacier Inc., a major producer,
marketer and distributor of packaged ice in North America.

Reddy Ice said it has the support of a majority of its lenders and
major creditors, led by Centerbridge Capital Partners II, L.P. and
one or more of its parallel funds and related vehicles.  The
Company also said it intends to continue operations uninterrupted.

Reddy Holdings, operating through its wholly owned subsidiary
Reddy Corp, said it is largest manufacturer and distributor of
packaged ice in the United States.  The Company employs roughly
1,300 people on a full time basis and between 300 to 1,400
additional employees on temporary basis depending on the time of
the season.  None of the Company's employees are covered by
collective bargaining agreements.

Reddy Ice serves a variety of customers in 34 states and the
District of Columbia under the Reddy Ice(R) brand name.  The
products are primarily sold throughout the southern United States,
one of the most attractive regions in the country for packaged ice
sales due to warm weather, extended peak selling seasons and
historically favorable population growth patterns.  As of March
30, 2012, the Company owned or operated 58 ice manufacturing
facilities, 77 distribution centers and roughly 3,500 proprietary
in-store bagging equipment.  As of the same date, the Company
maintained an aggregate daily ice manufacturing capacity of
roughly 17,000 tons.

Reddy Ice experienced significant net losses in 2010 and 2011. For
the year ended Dec. 31, 2011, the Company had revenues of $328.5
million and a net loss of $68.6 million.  As of Dec. 31, 2011, the
Company had assets totaling $434 million and total liabilities of
$531 million.  The bulk of the liabilities were total debt
outstanding of $471.5 million.

According to the Company, over the last three years, its business
and the ice industry in general has been adversely impacted by
macroeconomic factors such as reduced consumer demand, fluctuating
and generally higher commodity prices and the reduced availability
of credit.  The Company also blamed increased competition and high
interest costs resulting from its highly leveraged capital
structure.

                          Chapter 11 Plan

In 2011, the Company began to explore alternatives to address
their capital structure.  In recent months these efforts
accelerated, with an informal committee of the largest holders of
the Company's 11.25% Senior Secured Notes due 2015 (First Lien
Notes) and 13.25% Senior Secured Notes due 2015 (Second Lien
Notes) negotiating the terms of a restructuring of the Debtors'
debt obligations.  Centerbridge is one of the members of the
informal committee.

Plan support agreements have been executed by holders of roughly
60% of the principal amount of the First Lien Notes, 58% of the
principal amount of the Second Lien Notes, and 92% of the
principal amount of 10-1/2% Senior Discount Notes due 2012.

The Plan provides for the restructuring of the Company's
obligations with respect to the $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.

Jeffries & Company Inc., the Debtors' financial advisor, has
determined the estimated range of enterprise value of the
Reorganized Debtors, excluding cash on hand, to be roughly
$382 million to $434 million (with a mid-point estimate of roughly
$408 million) as of an assumed Effective Date of March 31, 2012.

     (A) First Lien Notes

Under the Plan, Claims on account of the Company's 11.25% Senior
Secured Notes due 2015 will be allowed for $300 million, plus
interest, fees and expenses.  Each holder of an Allowed First Lien
Notes Claim is entitled to vote on the Plan.  Holders of 59.97% of
the aggregate amount of First Lien Notes are parties to the
Restructuring and Plan Support Agreement and have agreed to vote
in favor of the Plan.  Holders of First Lien Notes are expected to
recover 100%.

The Plan seeks to amend the indenture governing the First Lien
Notes to, among other things, permit:

     (i) the incurrence of incremental pari passu first lien
         financing for the planned acquisition of Arctic Glacier;

    (ii) an amendment to the change of control provisions to
         prevent the occurrence of a change of control as a result
         of the Chapter 11 restructuring; and

   (iii) an amendment to the reporting requirements to eliminate
         the need to continue as a reporting company under the
         Securities Exchange Act of 1934.

The First Lien Notes will continue to be guaranteed by Reddy
Holdings and will otherwise maintain the same obligations.

In the event that the Company fails to consummate the Strategic
Acquisition, Centerbridge has agreed to convert roughly $68.2
million in aggregate principal amount and accrued and unpaid
interest of its First Lien Notes into preferred stock of Reddy
Holdings with a liquidation preference of $75 million.

     (B) Second Lien Notes

Claims on account of the Company's 13.25% Senior Secured Notes due
2015 will be allowed in the aggregate amount of $147.5 million,
plus fees and expenses as of the Petition Date.  Each holder of an
Allowed Second Lien Notes Claim is entitled to vote on the Plan.
Holders of 57.97% of the aggregate amount of Second Lien Notes are
parties to the Restructuring and Plan Support Agreement and hence
have agreed to vote in favor of the Plan.

Each holder's Second Lien Notes will be exchanged for each
holder's Pro Rata share of:

     (i) 6,094,327 shares of Reorganized Reddy Holdco Common
         Stock, subject to dilution in accordance with the other
         provisions of the Plan and a further distribution of
         Reorganized Reddy Holdco Common Stock in the event the
         Arctic Acquisition is consummated pursuant to the terms
         of the Plan; and

    (ii) the right to purchase shares of Reorganized Reddy Holdco
         Preferred Stock pursuant to a rights offering.

Claimants under this group are expected to recoup between 11% and
44%.  The recovery will increase in the event the Arctic
Acquisition is consummated.

     (C) Discount Notes

Under the Plan, Claims on account of the Company's 10-1/2% Senior
Discount Notes due 2012, estimated to be $11.7 million, will be
cancelled.  However, subject to Bankruptcy Court approval and
other conditions, the holders of the Discount Notes will receive
the holder's ratable share of:

     (i) $4.68 million in cash on the consummation of the
         Restructuring; and

    (ii) promissory notes in an initial amount of $1.17 million
         payable on the three month anniversary of the
         consummation of the Restructuring.

The Discount Notes payment due under the promissory notes will
accrue interest at a rate of 7% per annum from the consummation of
the Restructuring to the three month anniversary of the
consummation of the Restructuring.  In the event that the
Strategic Acquisition is consummated prior to the three month
anniversary of the consummation of the Restructuring, the
principal amount of the promissory notes will be increased and the
holders of the Discount Notes will receive their ratable share of
an additional $2.34 million, which additional amount will accrue
interest at a rate of 7% per annum from the consummation of the
Restructuring until the three month anniversary of the
consummation of the Restructuring.

In the event that the Arctic Acquisition is consummated after the
three month anniversary of the consummation of the Restructuring,
the additional payment will be made within 10 business days
following the Strategic Acquisition and will accrue interest at a
rate of 7% per annum from the consummation of the Restructuring
until the payment date.  The payments to the existing holders of
the Discount Notes will be made from the distributions under the
Plan to the holders of the Second Lien Notes.

Holders of Discount Notes may see a recovery of up to 50% in the
event the Arctic Acquisition is consummated.

     (D) Common Stock

Under the Plan, the common stock of Reddy Holdings will be
cancelled.  Existing common stockholders will be entitled to
receive a cash payment of roughly $0.12 per share for their
shares, with an additional payment of roughly $0.05 per share made
in the event the Strategic Acquisition is consummated.  Holders of
common stock who hold at least 25,000 shares will be entitled to
elect to receive common shares of reorganized Reddy Holdings in
lieu of the cash payment.  Assuming all existing shares converted
into stock of reorganized Reddy Holdings, following the
consummation of the Restructuring, holders of the existing common
stock of Reddy Holdings would initially hold roughly 2.0% of the
equity of reorganized Reddy Holdings (inclusive of the New
Preferred Stock on an as converted basis).

In the event that the Debtors consummate the Strategic
Acquisition, holders of the existing common stock of Reddy
Holdings who elected to receive shares of common stock of
reorganized Reddy Holdings will be entitled to an additional
distribution of shares of common stock of reorganized Reddy
Holdings.

The payments and the issuance of shares of reorganized Reddy
Holdings to the existing holders of common stock will be made from
the distributions made under the Plan to the holders of the Second
Lien Notes.

     (E) Class A Common Stock

Under the Plan, Centerbridge will receive one share of class A
common stock of the reorganized Reddy Holdings.  The holder of the
share of the class A common stock will be entitled to vote with
all voting securities of reorganized Reddy Holdings on all matters
submitted to the holders of voting securities for vote.  The share
of class A common stock of reorganized Reddy Holdings will be
entitled to 10,000,000 votes.  Class A common stock of reorganized
Reddy Holdings will not be entitled to the payment of any
dividends or distributions and is redeemable by Reddy Holdings for
$0.01 upon (x) the liquidation, dissolution or winding up of the
affairs of Reddy Holdings or (y) the consummation or termination
of the Strategic Acquisition.

     (F) Other Claims

Holders of Reddy Holdings General Unsecured Claims, estimated
between $73.5 million and $130.5 million, may see 0% to 5%
recovery depending on their vote.  According to the Plan
documents, if holders of Reddy Holdings General Unsecured Claims
vote as a class to accept the Plan, the holders of Allowed Second
Lien Notes Guarantee Deficiency Claims will waive their right to
participate in any distribution of the Reddy Holdings General
Unsecured Claim Settlement Payments, and the remaining holders of
Allowed Reddy Holdings General Unsecured Claims will receive their
Pro Rata share of the Reddy Holdings General Unsecured Claim
Settlement Payments.  If the holders of Reddy Holdings General
Unsecured Claims vote as a class to reject the Plan, then on the
Effective Date the holders of Reddy Holdings General Unsecured
Claims will not receive anything.

The Debtors have provided all persons entitled to vote on the Plan
until May 9, 2012 at 5:00 p.m. (prevailing Eastern Time), to cast
their ballot.

The Debtors have asked the Court to hold a combined hearing to
approve the Disclosure Statement and confirm the Plan no later
than May 18, 2012.

A full-text copy of the Disclosure Statement explaining the
Debtors' Plan is available at http://is.gd/XcxONX

                    Arctic Glacier Acquisition

Arctic Glacier also has encountered financial difficulties due to
adverse trends in the ice industry in recent years.  On Feb. 22,
2012, Arctic filed for protection under the Companies' Creditors
Arrangement Act in Canada and Chapter 15 of the Bankruptcy Code in
the United States.  Arctic has initiated a Sale and Investor
Solicitation Process to seek sale proposals and investment
proposals from qualified bidders.

Reddy Ice disclosed that on March 28, it submitted a non-binding
letter of intent to Arctic regarding participation in the SISP.
The letter of intent contemplates Reddy Ice's acquisition of
substantially all of Arctic's business and assets.  On April 5,
2012, Reddy Ice was advised by the financial adviser to Arctic
that the Company has been approved to move to phase 2 of the SISP.
The successful bidder will be selected at the end of phase 2 of
the SISP.  The Debtors understand that pursuant to the SISP, the
Final Bid Deadline for phase 2 bids is May 23, 2012.

                          Rights Offering

In connection with the Arctic acquisition, Reddy Ice has entered
into an investment agreement with Centerbridge under which
Centerbridge has committed to (a) backstop a $17.5 million rights
offering for preferred stock of Reddy Holdings, (b) directly
purchase New Preferred Stock in an amount not less than $7.5
million, (c) provide equity capital for the acquisition of Arctic
and (d) in the event of the failure to acquire Arctic, exchange
First Lien Notes for New Preferred Stock of Reddy Holdings, in
each case subject to certain terms and conditions.  The rights
offering will be open to existing holders of Second Lien Notes on
a ratable basis.

The Rights Offering will result in net proceeds of $17.5 million
and that $7.5 million to roughly $10.4 million in proceeds will be
received under the Investment Agreement.  The proceeds will be
used for general corporate purposes, including payment of fees and
expenses incurred in connection with the Plan and cash
distributions called for under the Plan.

Reddy Ice has filed a motion seeking Court permission to conduct
the rights offerings and approved related procedures.

                        $70MM DIP Financing

Reddy Ice has secured commitments from Macquarie Bank Limited for
$70 million in debtor-in-possession financing to fund, among other
things, the Company's working capital needs while in Chapter 11,
and $50 million in exit financing to be available to the Company
upon emergence from Chapter 11 which is expected to be in 45 days
or less.

Reddy Ice filed a series of first day motions to allow the Company
to continue to operate in the ordinary course during the
confirmation process.  To this end, the Company is seeking
approval in the United States Bankruptcy Court for the Northern
District of Texas to continue the payment of wages, salaries and
other employee benefits, and to uphold all of its commitments
under existing customer programs.

Reddy Ice said this process is not expected to have an impact on
its operations and the Company will seek to pay unsecured trade
vendors in the ordinary course.  Additionally, under the proposed
Plan, which is subject to Bankruptcy Court approval, Reddy Ice is
seeking to, among other things, pay unsecured trade vendors in
full.

"Today we have taken a decisive step to strengthen our balance
sheet and emerge a stronger company that is well positioned for
investment in growth and enhanced profitability, while maintaining
our commitments to our customers, employees and vendors," said
Gilbert M. Cassagne, Chief Executive Officer and President.

A hearing on Reddy Ice's so-called First Day Motions was set for
April 13, 2012 at 10:00 a.m.  The Honorable Stacey G. Jernigan
presides over the case.

Reddy Ice's legal advisor on the restructuring is DLA Piper LLP
(US) and its financial advisors are Jefferies & Company, Inc. and
FTI Consulting, Inc.

Kurtzman Carson Consultants serves as claims and notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REDDY ICE: Has Interim Approval of $70MM Macquarie DIP Loan
-----------------------------------------------------------
Reddy Ice Holdings Inc. and Reddy Ice Corporation at the hearing
on April 13, sought and obtained permission on an interim basis to
borrow under a $70 million DIP financing facility with Macquarie
Bank Limited, the sole lender and administrative agent, and use
cash collateral securing their obligations to prepetition lenders.

The Debtors said their businesses have an immediate need for
financing under the DIP Facility and use of Cash Collateral in
order to permit, among other things, the orderly continuation of
the operation of their businesses, to maintain business
relationships with vendors, suppliers and customers, to make
payroll, to make capital expenditures and to satisfy other working
capital and operational, financial and general corporate needs.

Macquarie, as successor to JP Morgan Chase Bank, N.A., is also the
administrative agent under the Debtors' prepetition credit
agreement.  As of the Petition Date, Reddy Ice owed roughly $50
million plus interest, fees and expenses, and had no availability,
under the Prepetition Credit Agreement.

On March 27, 2012, Reddy Ice entered into an amendment of its
existing credit facility with Macquarie.  The amendment (i)
eliminates the minimum liquidity contained in the existing credit
facility through July 15, 2013 and (ii) permits Reddy Ice to
obtain additional liquidity through (x) an additional $10 million
term loan from Macquarie, secured by certain unencumbered real
estate assets, and (y) the factoring of accounts receivable.  In
connection with obtaining the amendment and Macquarie's commitment
for the additional term loan, Reddy Ice paid a non-refundable fee
of $2.0 million to Macquarie in March 2012.

On March 30, 2012, Reddy Ice obtained a waiver from Macquarie of
any default or event of default that may have occurred as a result
of Reddy Ice's failure to deliver its 2011 financial statements by
March 30, 2012, or that may occur as a result of its delivery of
2011 financial statements containing an impermissible
qualification as defined in the existing credit facility relative
to substantial doubt about the Company's ability to continue as a
going concern.  The waiver extends the time period during which
Reddy Ice may deliver the 2011 financial statements to Macquarie
to April 16, 2012.  Reddy Ice filed its annual report on April 12.

Proceeds of the DIP Credit Facility will be used to repay the
existing credit facility upon entry of the Interim DIP Order.  The
DIP Credit Facility will also provide additional liquidity during
the restructuring process and will, subject to the satisfaction of
certain conditions, be converted into a senior secured first lien
revolving credit facility on substantially the same terms as the
existing credit facility upon the Debtors' emergence from
bankruptcy.

Borrowings under the DIP Credit Facility will bear interest at a
rate equal to LIBOR plus an applicable margin of 7.0% per annum,
or, at the Debtors' option, the Alternative Base Rate plus an
applicable margin of 6.0% per annum.  LIBOR and the Base Rate are
subject to floors of 1.5% and 2.5% respectively.  The DIP Credit
Facility will not provide for the issuance of letters of credit.

The DIP Credit Facility will mature July __, 2012 -- three months
from the date of initial availability under the DIP Credit
Facility -- with a three month extension -- until Oct. __, 2012 --
at the Debtors' option, subject to limited conditions to
extension, including the payment of an extension fee equal to
1.25% of the full amount of the DIP Credit Facility.

The obligations under the DIP Credit Facility will be fully and
unconditionally guaranteed by Reddy Holdings and will also be
guaranteed by any future domestic subsidiaries of Reddy Corp.

Subject to the approval of the bankruptcy court, the DIP Credit
Facility will be collateralized by first priority liens on
substantially all of Reddy Corp.'s assets and will be entitled to
superpriority administrative claim status.

Among others, the Debtors are required under the Interim DIP Order
to reimburse (i) the ad hoc committee of First Lien and Second
Lien Noteholders that was formed before the Petition Date for
reasonable fees and expenses of Wachtell, Lipton, Rosen & Katz;
Okin Adams & Kilmer LLP; and Houlihan Lokey in connection with the
cases or under the First Lien Indenture and Second Lien Indenture;
(ii) Centerbridge Partners, L.P. for reasonable fees and expenses
of Kirkland & Ellis in connection with the cases or under the
First Lien Indenture or Second Lien Indenture; (iii) the DIP Agent
and the DIP Lenders for reasonable fees and expenses; (iv) the
Prepetition Agent and the Prepetition Lenders for reasonable fees
and expenses.

The Court will hold a final hearing on the DIP facility on May 4,
2012, at 9:30 a.m.  Objections are due no later than May 1.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REDDY ICE: Organizational Meeting to Form Committee on April 19
---------------------------------------------------------------
U.S. Trustee William T. Neary will hold a meeting to form an
unsecured creditors committee in the Chapter 11 case of Reddy Ice
Holdings Inc. and Reddy Ice Corporation on April 19, 2012, at
11:00 a.m. (Central Time), at the United States Trustee 341
Meeting Room, Earl Cabell Federal Building, 1100 Commerce Street,
Room 524, in Dallas, Texas.

A representative of the debtor will attend the meeting to provide
information regarding the status of the case.

To increase participation in the chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the U.S. Trustee appoint
a committee of unsecured creditors as soon as practicable after
the petition date.  The Committee ordinarily consists of the
persons, willing to serve, who hold the seven largest unsecured
claims of the kinds represented on such committee.  There must be
at least three unsecured creditors willing to serve in order to
form the Committee.

Members of the Committee are fiduciaries who represent all
unsecured creditors as a group without regard to the types of
claims which individual unsecured creditors hold against the
debtor.  Section 1103 of the Bankruptcy Code provides that the
Committee may consult with the debtor, investigate the debtor and
its business operations and participate in the formulation of a
plan of reorganization.  The Committee may also perform such other
services as are in the interests of the unsecured creditors whom
it represents.

Section 1103 also provides that the Committee may, subject to the
bankruptcy court's approval, employ one or more attorneys,
accountants or other professionals to represent or perform
services for the Committee.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling $434
million and total liabilities of $531 million.  The bulk of the
liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.

Entities entitled to vote on the Plan have until May 9, 2012, to
cast their ballot.  The Debtors have asked the Court to hold a
combined hearing to approve the Disclosure Statement and confirm
the Plan no later than May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
legal advisor on the restructuring is DLA Piper LLP (US) and its
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REDDY ICE: Incurs $69.4 Million Net Loss in 2011
------------------------------------------------
Reddy Ice Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $69.45 million on $328.46 million of revenue in 2011,
compared with a net loss of $40.48 million on $315.45 million of
revenue in 2010.

Reddy Ice reported a net loss of $33.30 million on $54.88 million
of revenue for the three months ended Dec. 31, 2011, compared with
a net loss of $29.01 million on $55.25 million of revenue for the
same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $434.03
million in total assets, $530.82 million in total liabilities and
a $96.79 million total stockholders' deficit.

PricewaterhouseCoopers LLP, in Dallas, Texas, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred a net loss from operations for the years ended Dec. 31,
2011, and 2010, and had a stockholder's deficit as of Dec. 31,
2011.  In addition, the Company expects to file voluntary
petitions for relief under chapter 11 of the United States
Bankruptcy Code.

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

                        http://is.gd/5N5pHE

                          About Reddy Ice

Reddy Ice Holdings, Inc. is a manufacturer and distributor of
packaged ice in the United States.  With approximately 1,500 year-
round employees, the Company sells its products primarily under
the widely known Reddy Ice(R) brand to a variety of customers in
34 states and the District of Columbia.  The Company provides a
broad array of product offerings in the marketplace through
traditional direct store delivery, warehouse programs and its
proprietary technology, The Ice Factory(R).  Reddy Ice serves most
significant consumer packaged goods channels of distribution, as
well as restaurants, special entertainment events, commercial
users and the agricultural sector.


REDDY ICE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Reddy Ice Holdings, Inc.
        7560 North Central Expressway
        Suite 1800
        Dallas, TX 75231

Bankruptcy Case No.: 12-32349

Debtor-affiliate that filed separate Chapter 11 petition:

        Debtor                            Case No.
        ------                            --------
Reddy Ice Corporation, Inc.               12-32350

Type of Business: Reddy Ice Holdings, Inc., manufactures and
                  distributes packaged ice for sale to a
                  highly diversified customers, including
                  supermarkets, mass merchants and convenience
                  stores.

Chapter 11 Petition Date: April 12, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtors'
Counsel:     Vincent P. Slusher, Esq.
             DLA PIPER LLP US
             1717 Main Street
             Suite 4600
             Dallas, TX 75201
             Tel: (214) 743-4572
             Fax : (972) 813-6267
             E-mail: vince.slusher@dlapiper.com

                      - and -

             Gregg M. Galardi, Esq.
             Gabriella L. Zborovsky, Esq.
             Sarah E. Castle, Esq.
             DLA PIPER LLP US
             1251 Avenue of the Americas
             New York, NY 10020
             Tel: (212) 335-4500
             Fax: (212) 335-4501
             E-mail: gregg.galardi@dlapiper.com
                     gabriella.zborovsky@dlapiper.com
                     sarah.castle@dlapiper.com

                      - and -

             Chris L. Dickerson, Esq.
             Jeremy R. Hall, Esq.
             DLA PIPER LLP (US)
             203 North LaSalle Street, Suite 1900
             Chicago, IL 60601-1293
             Tel: (312) 368-4000
             Fax: (312) 236-7516
             E-mail: chris.dickerson@dlapiper.com
                     jeremy.hall@dlapiper.com

Debtors'
Financial
Advisor:     FTI CONSULTING, INC.

Debtors'
Investment
Banker:      JEFFERIES & COMPANY, INC.

Debtors'
Claims and
Noticing
Agent:       KURTZMAN CARSON CONSULTANTS LLC

Total Assets: $434,029,000 as of Dec. 31, 2011

Total Debts:  $530,827,000 as of Dec. 31, 2011

The petitions were signed by Steven J. Janusek, executive vice
president, CFO and treasurer.

Reddy Ice Holdings, Inc.'s List of Its 20 Largest Unsecured
Creditors:

        Entity                    Nature of Claim   Claim Amount
        ------                    ---------------   ------------
WELLS FARGO BANK,                 13.25% Senior     $(139,407,000)
NATIONAL ASSOCIATION (TRUSTEE)    Secured Notes
James R. Lewis                    Due 2015
Vice President
Wells Fargo Bank, N.A.
40 West 57th Street - 16th Floor
New York, New York 10019

CENTERBRIDGE PARTNERS, LP         13.25% Senior     $(29,315,000)
375 Park Ave., 12th Fl.,          Secured Notes
New York NY 10152                 Due 2015
Eric Hoffman

COURAGE CAPITAL                   13.25% Senior     $(27,851,000)
MANAGEMENT, LLC                   Secured Notes
4400 Harding Rd, 5th Fl.          Due 2016
Nashville, TN 37205
David Young

ARBITER PARTNERS                  13.25% Senior     $(20,647,000)
149 5th Avenue Floor 15           Secured Notes
New York, NY 10010-6890           Due 2017
Ross Levin

FIDELITY MANAGEMENT &             13.25% Senior     $(19,950,000)
RESEARCH COMPANY                  Secured Notes
245 Summer St., 14th Fl.          Due 2018
Boston, MA 02210
Brian Hough

U.S. BANK NATIONAL ASSOCIATION    10.5% Senior      $(11,736,000)
(TRUSTEE) U.S. Bank               Discount Notes
C/O Corporate Trust               due November
Administrator for Reddy Ice       2012
EP-MN-WS3C
60 Livingston Avenue
St. Paul MN 55107-1419

T. ROWE PRICE ASSOCIATES, INC.    10.5% Senior       $(7,556,000)
Jeffrey M. Anapolsky              Discount Notes
High Yield - Special Situations   due November
T. Rowe Price                     2012
100 East Pratt Street
Baltimore, MD 21202-1009

AVENIR CORPORATION                13.25% Senior      $(6,067,000)
1775 Pennsylvania Ave N.W. #650   Secured Notes
Washington DC, 20006              Due 2019
Peter Keefe

WELLS FARGO SECURITIES, LLC       13.25% Senior      $(4,216,000)
525 Market St., 10th Fl.          Secured Notes
San Fransico CA, 94105            Due 2020
HY Desk

INTERLAKEN MANAGEMENT             13.25% Senior      $(3,552,000)
LLC                               Secured Notes
142 Old Ridgefield Rd, Ste 202    Due 2021
Wilton, CT 06897
Richard Sauer

FOXHILL CAPITAL PARTNERS, L       13.25% Senior      $(3,000,000)
502 Carnegie Ctr., #104           Secured Notes
Princeton NJ, 08540               Due 2021
Neil Weiner

USAA INVESTMENT                   10.5% Senior       $(2,175,000)
MANAGEMENT COMPANY                Discount Notes
Bank Services Bldg.               due November
10750 R.S. McDermott Fwy.         2012
San Antonio, TX 78230
Duncan Vise

PARADIGM CAPITAL CORPORATION      13.25% Senior      $(2,000,000)
100 Throckmorton St., #700        Secured Notes
Fort Worth TX, 76102              Due 2023
Emmett Murphy

JACK BRUCKER                      13.25% Senior      $(1,411,000)
9290 E. Thompson Peak Pkwy,       Secured Notes
Unit 417                          Due 2024
ScottsdaleAZ 85255
Jack Bruckner

JPMORGAN SECURITIES               13.25% Senior      $(1,280,000)
270 Park Avenue                   Secured Notes
New York, NY 10017                Due 2025
HY Desk

ROUMELL ASSET MANAGEMENT, LLC     10.5% Senior       $(1,034,000)
Two Wisconsin Cir., #660          Discount Notes
Chevy Chase, MD 20815             due November
Jason Nelson                      2012

VALINOR MANAGEMENT, LLC           13.25% Senior       $(500,000)
510 Madison Ave., 25th Fl.        Secured Notes
New York NY, 10022                Due 2026
Thomas Minter

PORT ROYAL PARTNERS               13.25% Senior       $(291,000)
CAPITAL MANAGEMENT, LLC           Secured Notes
643 Magazine Street, Suite 402    Due 2027
New Orleans, LA 70130
Brian Trahan

AEGIS FINANCIAL CORPORATION       10.5% Senior         $(13,000)
                                  Discount Notes
                                  due November
                                  2012

ASPEN NATIONAL FINANCIAL,         10.5% Senior         $(10,000)
INC                               Discount Notes
                                  due November
                                  2012


REDDY ICE: Moody's Lowers PDR to 'D' Following Bankruptcy Filing
----------------------------------------------------------------
Moody's Investors Service downgraded Reddy Ice Holdings, Inc.'s
probability of default rating to D from Ca. The probability of
default rating was downgraded because the company filed a
voluntary Plan of Reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankrupt Court for the North
District of Texas. As part of this action, Moody's affirmed the
company's Ca corporate family rating and all instrument ratings.

Rating downgraded:

Reddy Ice Holdings, Inc.

Probability of default rating to D from Ca

Ratings affirmed:

Reddy Ice Holdings, Inc.

Corporate family rating at Ca

$12 million 10.5% senior discount notes due 2012 at C (LGD6,
96%)

Speculative grade liquidity rating at SGL-4

Reddy Ice Corporation

$300 million first lien senior secured notes due 2015 at Caa3
(LGD3, 37%). Point estimate revised from (LGD3, 38%)

$139 million second lien senior secured notes due 2015 at C
(LGD5, 84%)

Ratings Rationale

Subsequent to the rating actions, Moody's will withdraw the
ratings because Reddy Ice has entered bankruptcy.

The principal methodology used in rating Reddy Ice Holdings, Inc.
was the Global Packaged Goods Industry Methodology published in
July 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Reddy Ice Holdings, Inc. through its wholly-owned subsidiary,
Reddy Ice Corporation, manufactures and distributes packaged ice
products. Estimated revenues for the fiscal-year ended December
31, 2011 were approximately $329 million.


REDDY ICE: S&P Cuts Corp. Credit Rating to 'D' on Ch. 11 Filing
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Dallas-
based Reddy Ice Holdings Inc. to 'D', including its corporate
credit rating, to 'D' from 'CC'. "The company announced that it
has voluntarily filed for relief under Chapter 11 of the U.S.
Bankruptcy Code, and has also secured commitments for a $70
million debtor-in-possession (DIP) financing from Macquarie Bank
Limited. As of Dec. 31, 2011, the company had total debt
outstanding of about $471.5 million," S&P said.

"The recovery rating on Reddy Ice Corp.'s 11.25% senior secured
notes due March 2015 remains '4', indicating that we believe
lenders can expect average (30%-50%) recovery in the
reorganization process. Reddy Ice Corp.'s 13.25% senior secured
notes due November 2015 and Reddy Ice Holdings' 10.5% senior
unsecured discount notes due November 2012 recovery ratings remain
'6', indicating that lenders can expect negligible (0-10%)
recovery in the reorganization process. These existing recovery
ratings assume the company successfully reorganizes, but has not
incorporated Reddy Ice's recently announced pursuit to acquire all
or substantially all of the businesses and assets of Arctic
Glacier Income Fund and its subsidiaries, which filed for
protection under the Companies' Creditors Arrangement Act in
Canada and Chapter 15 of the U.S. Bankruptcy Code in February
2012," S&P said.

"The downgrade to 'D' is in accordance with our criteria and
follows Reddy Ice's announcement that it has voluntarily filed for
bankruptcy under Chapter 11 of the U.S. Bankruptcy Code."

"During 2011 and 2010, Reddy Ice experienced extremely weak
operating performance due to a combination of pricing declines as
a result of intense competition across the company's markets and
rising commodity costs amid sluggish economic conditions," said
Standard & Poor's credit analyst Jean Stout. "The company was also
burdened by a highly leveraged capital structure."


RITE AID: Incurs $368.5 Million Net Loss in Fiscal 2012
-------------------------------------------------------
Rite Aid Corporation reported a net loss of $161.25 million on
$7.14 billion of revenue for the 14 weeks ended March 3, 2012,
compared with a net loss of $205.69 million on $6.45 billion of
revenue for the 13 weeks ended Feb. 26, 2011.

The Company reported a net loss of $368.57 million on $26.12
billion of revenue for the 53 weeks ended March 3, 2012, compared
with a net loss of $555.42 million on $25.21 billion of revenue
for the 52 weeks ended Feb. 26, 2011.

The Company's balance sheet at March 3, 2012, showed $7.36 billion
in total assets, $9.95 billion in total liabilities and a $2.58
billion total stockholders' deficit.

"We made strong progress in fiscal year 2012 and feel positive
about our improved business results, highlighted by same store
sales and Adjusted EBITDA increases for the fifth consecutive
quarter," said Rite Aid President and CEO John Standley.

"Thanks to the hard work and dedication of the entire Rite Aid
team throughout the year, we achieved these outstanding results by
more than doubling the number of flu shots we administered last
year; completing 274 wellness remodels; significantly growing our
Rite Aid brand program; and achieving continued success with our
award-winning wellness+ customer loyalty program.  While there is
still hard work ahead, I am pleased we are beginning our new
fiscal year with positive momentum," Standley added.

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

                        http://is.gd/Csg3AA

                        About Rite Aid Corp.

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

                           *     *     *

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

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

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


ROAD INFRASTRUCTURE: S&P Rates Corp. Credit 'B'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Dallas-based Road Infrastructure Investment LLC.
The outlook is stable.

"At the same time, we assigned 'B+' issue-level ratings (one notch
above the corporate credit rating) and '2' recovery ratings to the
company's $290 m0illion first-lien facilities, consisting of a $38
million revolving credit facility due 2017 (reduced from $50
million) and a $252 million first-lien term loan due 2018
(increased from $240 million). The '2' recovery rating indicates
our expectation of substantial recovery (70% to 90%) in the event
of a payment default," S&P said.

"We also assigned a 'CCC+' issue-level rating (two notches below
the corporate credit rating) and a '6' recovery rating to the
company's $115 million second-lien term loan due 2018. The '6'
recovery rating indicates our expectation of negligible recovery
(0% to 10%) in the event of a payment default. Road Infrastructure
Investment LLC used the proceeds from its debt issuance to pay
down Ennis' and Flint's existing credit facilities," S&P said.

"The ratings on Road Infrastructure reflect our assessment of the
company's business risk profile as 'weak' and financial profile as
'highly leveraged,'" S&P said.

"Road Infrastructure is a holding company that was formed to
effect the combination of Ennis Paint Inc. and Flint Trading Inc.,
both of which are controlled by Brazos Private Equity Partners
LLC. The company used proceeds from the recently completed
financing to refinance Ennis and Flint legacy debt, to pay related
fees and expenses, and for cash on the balance sheet. Brazos
Private Equity Partners remains the majority owner of both
companies, with the balance held by management," S&P said.

"The ratings on Road Infrastructure incorporate our expectation of
highly leveraged financial metrics, seasonal sales concentrated in
the second and third quarters, vulnerability to raw material price
fluctuations, and potential challenges with the integration of the
Ennis and Flint businesses," said Standard & Poor's credit analyst
Liley Mehta. "Partially offsetting these factors are the company's
leading market shares across its key product lines, long-standing
customer relationships with contractors and local and state
government entities, geographic and customer diversity, and steady
base of recurring demand as sales largely come from the
maintenance of roads versus new lane markings."

"The stable outlook reflects our expectations for modest EBITDA
and cash flow improvement based on our overall favorable outlook
for, and recurring nature of, demand for pavement markings; the
company's expanding position in emerging markets; and cross-
selling opportunities for preformed thermoplastics. The outlook
also reflects our belief that the company will generate sufficient
free cash flow to fund debt servicing requirements and maintain
adequate liquidity. We assume management and the company's owners
will support credit Quality, and, therefore, we have not factored
into our analysis any dividend distributions or large debt-
financed acquisitions. We expect Road Infrastructure to pursue
modest bolt-on acquisitions aimed at extending its product and
geographic diversity in a manner that preserves credit quality,"
S&P said.

"Our base case assumes low-single-digit percent revenue growth as
a result of higher volumes over the next two years, and we expect
margins will remain flat at 2011 levels over this period. We could
lower the ratings if free cash flow generation turns negative or
if liquidity deteriorates meaningfully. Based on our downside
scenario, we could lower the ratings if revenue growth stalled or
turned negative, and unexpected business challenges reduce the
company's EBITDA margins by 200 basis points or more from current
levels, resulting in FFO to total adjusted debt of about 5%. This
could happen if Road Infrastructure is unable to fully pass
through raw material price increases in a timely manner," S&P
said.

"Although unlikely at this time, we could raise the ratings if
high-single-digit percent revenue growth, coupled with EBITDA
margin improvement of 200 basis points, resulted in FFO to total
debt of more than 12% on a consistent basis," S&P said.


RUSSEL METALS: Moody's Rates C$300MM Sr. Unsecured Notes 'Ba1'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Russel Metals'
proposed C$300 million senior unsecured notes. At the same time,
Moody's affirmed the company's Ba1 corporate family rating, Ba1
probability of default rating, and Ba1 rating for the existing
US$139 million 6.375% senior unsecured notes due 2014. The rating
outlook is stable.

The proceeds from the proposed note offering will be used to repay
debt including the redemption of the US$139 million 6.375% senior
unsecured notes due 2014 as well as for general corporate
purposes, including acquisitions. When the 6.375% senior unsecured
notes are redeemed, the rating will be withdrawn.

The following rating actions were taken:

Proposed C$300 million senior unsecured notes, assigned Ba1,
LGD4-58%;

Corporate family rating, affirmed Ba1;

Probability of default rating, affirmed Ba1;

Existing 6.375% senior unsecured notes, affirmed Ba1, LGD4-58%;

The rating outlook is stable.

Ratings Rationale

The Ba1 corporate family rating considers Russel Metals' solid
market position in the Canadian metal service center industry, its
size and scale, a history of stable cash flow generation,
relatively low leverage, counter-cyclical working capital
investment that enhances liquidity in down markets, and a
disciplined and successful acquisition track record. However, the
rating also reflects the company's exposure to highly volatile
end-markets and pricing, and, therefore, volatile earnings
generation.

The rating reflects Moody's view that Russel Metals will continue
to expand its revenue and earnings generation in 2012 as demand
and product pricing in the majority of its end markets continues
to improve. Although the proposed note offering will result in an
incremental increase in debt of approximately $160 million
(assuming all of the 6.375% notes are tendered) and contribute to
proforma leverage, as measured by the debt-to-EBITDA ratio,
increasing to 2.3x from 1.6x at December 31, 2011, the company has
built a sufficient cushion to be able to withstand a temporary
increase in debt. Moody's anticipates that continued improvement
in the company's earnings profile will allow for an improvement in
its leverage position over the next 12 to 18 months. In addition,
with respect to any ongoing acquisition activity to further
strategic growth objectives, Moody's expects that the company will
continue to exercise a disciplined and conservative approach,
consistent with its historical practices.

With respect to the steel industry operating environment in 2012,
Moody's expects year-over-year improvement; however, Moody's
anticipates the second half of the year will be weaker than the
first reflecting inventory restocking and destocking patterns seen
in recent years.

The stable outlook reflects Russel Metals' solid operating
performance through a full economic cycle, relatively conservative
financial profile, and Moody's belief that the company's credit
metrics will continue to improve as end-market demand continues to
gradually recover to higher sustainable levels.

Russel Metals has a solid liquidity position supported by its
healthy cash balance of $271 million at December 31, 2011, the
availability of about $221 million under its primary revolving
credit facility and the U.S. subsidiary credit facility,
comfortable room under financial covenants and an extended debt
maturity profile. The company's working capital requirements will
continue to be countercyclical, increasing during a rising price
and volume environment and releasing cash in a declining price
environment. Moody's expects working capital requirements to be
higher in the first half of 2012 but comfortably accommodated
within its liquidity profile.

Upward pressure on the ratings is unlikely in the intermediate
term given the increase in the company's leverage position,
potential acquisition activity, as well as the end markets of
steel and energy, which while continue to demonstrate consistent
but slow improvement. Additionally, the secured nature of Russel
Metals' credit facility is an impediment to an upgrade since
Moody's believes that a capital structure with sizable secured
debt, and therefore multiple classes of creditors, is incompatible
with an investment grade rating profile.

Negative pressure could occur if the company's credit metrics
weaken, namely if adjusted debt-to-EBITDA increases to above 3.0x,
and EBIT interest coverage declines to below 4.0x.

The principal methodology used in rating Russel Metals' was the
Global Distribution & Supply Chain Services Industry Methodology
published in November 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Russel Metals, headquartered in Mississauga, Ontario, is a leading
metal distributor in North America, operating in three distinct
metal distribution segments: Metals Service Centers, Energy
Tubular Products, and Steel Distributors. Russel Metals operates
61 metals service centers and 7 energy tubular products locations
in Canada and the U.S., with approximately 69% of revenues earned
in Canada. In 2011, the company generated approximately C$2.7
billion in revenue.


SABA: Receives NASDAQ Noncompliance Notification Letter
-------------------------------------------------------
Saba disclosed that on April 11, 2012, the Company received from
the Listing Qualifications Department of The NASDAQ Stock Market
LLC, as expected, notification of Saba's noncompliance with Nasdaq
Listing Rule 5250(c)(1) due to Saba's previously announced delay
in filing its Form 10-Q for the period ended February 29, 2012.

The Nasdaq notification letter sets forth that the Company has 60
days to submit a plan to regain compliance.  The Company
anticipates that it will file its Form 10-Q within the 60-day
period and that it will fully regain compliance with the Nasdaq
continued listing requirements upon such filing of its Form 10-Q.

In the event the Company is unable to file its Form 10-Q before
the end of such 60-day period, the Company is required to submit
to Nasdaq a plan to regain compliance with Nasdaq's continued
listing requirements no later than June 11, 2012.  If Nasdaq
accepts the plan submitted by the Company, Nasdaq can grant an
exception to regain compliance up to October 8, 2012.  If Nasdaq
does not accept the Company's plan, Nasdaq will provide notice
that the Company's common stock will be subject to delisting.  The
Company would have the right to appeal a determination to delist
its common stock, and the common stock would remain listed on the
Nasdaq Global Select Market until the completion of the appeal
process.

                           About Saba

SABA is a provider of people-centric enterprise solutions.  The
company delivers cloud-based learning management, talent
management, and social enterprise solutions to transform the way
people work.  Headquartered in Redwood Shores, California, Saba
has offices on five continents.


SAN DIEGO NATURAL HISTORY: Moody's Affirms 'Caa2' Rating on COP
---------------------------------------------------------------
Moody's Investors Service has affirmed the Caa2, rating on San
Diego Natural History Museum's Series 1998 Certificates of
Participation (COP) issued through the County of San Diego. The
outlook remains negative.

Summary Rating Rationale

The Caa2 rating and negative outlook for the San Diego Museum of
Natural History reflects its extremely weak financial position,
given a thin balance sheet, considerably weak, although improved,
operating performance in FY 2011, continued extremely limited
liquidity and reliance on a conditional donor pledge to pay for
debt service. Moody's notes the legal security is relatively weak,
with no mortgage or deed of trust on the land or building occupied
by the Museum as the property is owned by the City of San Diego.

Challenges

* Extremely thin unrestricted liquidity, with unrestricted
  monthly liquidity of only $369,000 for FY 2011's fiscal year
  end of June 30 or only 13 monthly days cash on hand (days cash
  on hand from investments that can be liquidated in one month or
  less), both levels lower than FY 2010 of $794,000 and 22 days,
  respectively. SDNHM entered into three sales of accounts
  receivables sales to the museum's endowment as "arm's length"
  transactions to ease liquidity needs during Summer 2011, with
  the loans largely repaid within weeks after borrowing.

* Continued reliance on a foundation gift to help fund SDNHM's
  payment obligations on the outstanding 1998 COPs. The gift
  expires in 2015 and can be terminated as it is annually
  contingent upon the museum's financial performance. The
  payments are timed to provide full and timely payment of the
  museum's obligations for the COPS.

* High leverage relative to balance sheet and operations, with
  expendable-resources to debt of zero (reflecting slightly
  negative expendable financial resources) and debt to revenues
  of 1.2 times.

* Total museum investments of only $11.9 million that are largely
  permanently restricted and unavailable for holders of the COPs.

* Continued vulnerability to visitor levels, with a decline in
  visitors to 296,000 in FY 2011 from a high of 446,000 in FY
  2010, with the largest decline in paid visitors. Visitor levels
  in the current FY 2012 are higher than last year, reflecting
  the "Titanic: The Artifact Exhibition" currently running
  through September 2012. As of 2/29/2012, paid visitors are
  reported to be below budget, although revenues are higher due
  to higher ticket prices reflecting the Titanic exhibit.

Strengths

* Termination and full repayment of the remaining balance on the
  bank operating line of credit through loans from three
  foundations, including the Sefton Foundation, a regular
  supporter of the museum, resulting in a removal of a covenant
  that 50% of any unrestricted gift over $750,000 had to be
  applied against the line's outstanding balance.

* Continued support of board members through gifts, as well as
  increased board oversight of SDNHM's operations and entering
  into strategic planning to address the looming end of the debt
  service funding in 2016 from the foundation grant.

* Modestly improved operations to balanced operations and
  improved cash flow in FY 2011, as calculated by Moody's,
  reflecting expense measures taken during FY 2010 and FY 2011,
  including staffing reductions. FY 2012 results to date are
  running better than budgeted.

* Annual support of approximately $340,000 from the City of San
  Diego through tourism-related sales tax revenues and nearly
  $100,000 from the County of San Diego, although no
  extraordinary support is expected.

* Beneficiary of a $7.0 million State of California grant to
  create permanent exhibition space that SDNHM expects will
  reduce its reliance on traveling exhibits and the heightened
  associated costs.

Outlook

The negative outlook reflects ongoing pressure on financial
operations of the museum and its very limited cash flow to meet
monthly expenditures and to ultimately fund the payments on the
COPs.

What Could Make The Rating Go Up

Robust growth in financial resources and liquidity coupled with a
trend of stabilized and balanced operating performance with no
reliance on operating lines or outside loans.

What Could Make The Rating Go Down

Failure to receive support payment from the foundation to fund the
COPS repayments; inability to rebuild or further deterioration in
unrestricted cash and investments; continued shortfalls in
operating performance or attendance.

Principal Rating Methodology

The principal methodology used in this rating was Moody's Rating
Approach for Not-for-Profit Cultural Institutions published in
November 2004.


SALT ROCK: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Salt Rock Narrows LLC
        P.O. Box 2850
        Windermere, FL 34786

Bankruptcy Case No.: 12-04746

Chapter 11 Petition Date: April 10, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Eric A. Lanigan, Esq.
                  LANIGAN & LANIGAN, PL
                  831 W. Morse Boulevard
                  Winter Park, FL 32789
                  Tel: (407) 740-7379
                  Fax: (407) 740-6812
                  E-mail: ecf@laniganpl.com

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

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

The Company's list of its three largest unsecured creditors filed
with the petition is available for free at:

             http://bankrupt.com/misc/flmb12-04746.pdf

The petition was signed by Robert T. Ogden, manager/member.


SAPPHIRE VP: Chapter 11 Filing Forestalls Foreclosure
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sapphire VP LP and Diamond Beach VP LP, owners of the
Texas Beach Sapphire South Padre Condominiums and the Diamond
Beach condominiums in Galveston, Texas, respectively, sought
Chapter 11 protection to stop foreclosure scheduled for April 3.

The South Padre project has a value of $34 million to $37 million
and secures a mortgage of $32.3 million.  The Galveston project
has a liquidation appraisal value of $29.4 million and secures a
$27.7 million mortgage.

Both properties were damaged by hurricanes in 2008.  International
Bank of Commerce from Houston is the holder of the mortgages on
both properties. The owners say that IBC bought the mortgages from
the original lenders at "significant discount."

Houston, Texas-based Sapphire VP, LP, filed a Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-10173) in Brownsville on April 2,
2012.  Sapphire, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101 (51B), disclosed $64 million in assets and $42.3
million in liabilities in its schedules.

The Debtor owns the Sapphire Condominiums located at South Padre
Island, Texas.  The property is worth $35 million and secures a
$32.3 million debt.

Judge Richard S. Schmidt oversees the case.  Melissa Anne
Haselden, Esq., at Hoover Slovacek LLP, in Houston, serves as
counsel to the Debtor.  The petition was signed by Randall J.
Davis, as manager of the Debtor's general partner.


SEALY CORP: H Partners to Inhibit from Voting for Directors
-----------------------------------------------------------
H Partners Management, LLC, a beneficial owner of approximately
15.3% of Sealy Corporation's outstanding shares, intends to
withhold votes for all of Sealy's director nominees at the
Company's upcoming Annual Meeting of Stockholders scheduled for
Wednesday, April 18, 2012.

"Sealy's Board of Director nominees must be held accountable for
overseeing significant value destruction," said Usman Nabi,
Partner at H Partners.  "We seek change that will benefit all
stockholders.  H Partners has an excellent track record of
collaborating with boards and management teams to achieve strong
results, and is eager to work constructively with the Board to
restore Sealy to its former greatness."

H Partners noted that leading independent proxy advisory firms
Institutional Shareholder Services and Glass Lewis & Co both
recommend that stockholders withhold votes for multiple Sealy
Directors.  Both advisory firms recommend withholding votes for
director nominees Deborah Ellinger, James Johnston, and Gary
Morin.  In addition to these three directors, Glass Lewis
recommends that Sealy stockholders withhold votes for Dean Nelson
and Richard Roedel.

Gary Morin, head of Sealy's Nominating & Corporate Governance
Committee, was specifically cited by Glass Lewis for allowing a
KKR-affiliated director to exert excessive influence.  Glass Lewis
stated that Sealy's current governance is not sufficiently "pro-
shareholder" because "The Company's non-executive chairman is an
affiliated director and the Company has neither appointed an
independent chairman nor an independent lead or presiding
director."  Similarly, the ISS report noted: "The chairman of the
board is a non-independent non-executive director."

In addition, ISS and Glass Lewis noted potential conflicts of
interest at Sealy.  ISS cautioned that "33.33% of directors were
involved in material RPTs [related-party transactions]."  Glass
Lewis singled out Dean Nelson, CEO of KKR Capstone, for his
conflicts of interest:

     "Nominee NELSON serves as CEO of KKR Capstone, which, along
      with KKR, received approximately $1.3 million from the
      Company for portfolio consulting services in the fiscal year
      2011.  We question the need for the Company to engage in
      consulting relationships with its directors.  We view such
      relationships as potentially creating conflicts for
      directors, as they may be forced to weigh their own
      interests in relation to shareholder interests when making
      board decisions.  In addition, a company's decision
      regarding where to turn for the best portfolio consulting
      services may be compromised when doing business with the
      firm of one of the company's directors."

H Partners made the decision to withhold its votes for incumbent
directors only after careful consideration of Sealy's performance,
strategy and corporate governance structure.  Since Sealy's IPO in
2006, KKR-dominated boards have overseen the destruction of $1.2
billion, or almost 90 percent, of common equity value. H Partners
believes that Sealy's Board has:

     1. overloaded Sealy with debt and taken a short-term
        approach;

     2. made numerous strategic errors resulting in an approximate
        50 percent decline in earnings;

     3. repeatedly made questionable CEO selections;

     4. allowed Dean Nelson, CEO of KKR's in-house consulting firm
        and a Sealy Director, to exert excessive operational
        influence with no accountability for his poor performance;
        and

     5. paid at least $20.9 million to KKR since Sealy's IPO in
        2006, which represents a transfer of value from Sealy
        stockholders to KKR and its affiliates.

Sealy's underperformance has continued in 2012.  Sealy's domestic
sales grew 0.7 percent in the fiscal first quarter of 2012,
significantly below the industry's 26 percent growth during the
same period.  This implies that Sealy is losing market share at an
alarming rate and may have recently lost the number one market
position it has held for decades.

Consistent with H Partners' views, Glass Lewis stated: "We believe
an entity with a significant portion of the Company's voting power
should be entitled to board representation in proportion to its
ownership interest."  Based on this principle, H Partners urges
Sealy to add three directors chosen by the 53.8 percent non-KKR
stockholders.  As a 15.3 percent owner with strong qualifications,
H Partners should be entitled to add one representative to the
Board.  In addition, H Partners urges Sealy to create a "Conflicts
Committee" comprised solely of independent directors.

H Partners believes that Sealy is at a critical inflection point.
The Company is searching for a CEO while its performance continues
to deteriorate.  In these challenging circumstances, it is
imperative that Sealy seeks representation and input from all
stockholders.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to approximately 3,000
customers with more than 7,000 retail outlets.

The Company reported a net loss of $9.88 million for the 12 months
ended Nov. 27, 2011, and a net loss of $13.74 million during the
prior year.  The Company reported a net loss of $15.20 million
for the three months ended Nov. 27, 2011.

The Company's balance sheet at Feb. 26, 2012, showed
$936.26 million in total assets, $999.50 million in total
liabilities, and a $63.24 million total stockholders' deficit.

                          *     *      *

Sealy carries 'B' local and issuer credit ratings from Standard &
Poor's.


SHERRITT INTERNATIONAL: DBRS Confirms 'BB(high) Issuer Rating
-------------------------------------------------------------
DBRS has confirmed the Issuer Rating and Senior Unsecured Debt
rating of Sherritt International Corporation at BB (high) with
Stable trends. In addition, the recovery rating for Sherritt's
Senior Unsecured Debt under a hypothetical default scenario
remains at RR4.

Sherritt's credit metrics remained stable in 2011 and are adequate
for the rating, with gross leverage at year-end at 35%; cash flow-
to-total debt of 20% and EBITDA interest coverage at 5.0 times.
Operating income of $420 million in 2011 continued to recover from
a 2009 recessionary low, but failed to match the record level of
$583 million set in 2007. Mixed production results since 2009 have
been matched by generally higher commodity prices and higher
costs. Sherritt's credit metrics continue to remain stable as
solid operating cash flow and the financing self-sufficiency of
operating units has led to positive net free cash flow in 2010 and
2011. Sherritt's cash contributions to the Ambatovy project via
partner loans have driven debt increases. These non-recourse loans
represented 40% of the Company's December 31, 2011, gross debt.

The RR4 recovery rating for Sherritt's Senior Unsecured Debt
corresponds to an estimated 30% to 50% recovery of principal
amounts of the senior unsecured debentures under a hypothetical
default scenario. The RR4 rating, in turn, results in no change
(notching) to the rating of Sherritt's Senior Unsecured Debt.

Sherritt's diverse operations allow it to generate steady
operating earnings and cash flow in comparison with many other
mining companies. Nonetheless, 2012 and 2013 are expected to be
challenging years for the Company as it seeks to fund the
completion of its 40%-owned Ambatovy project in Madagascar in an
environment of weakening commodity prices and ongoing political
and economic uncertainties in Cuba (a major source of Company's
earnings) and elsewhere.

Sherritt faces potentially significant capital outlays in a period
of constrained financial flexibility as it completes the Ambatovy
project. The Company's short-term liquidity is currently provided
by approximately $630 million in cash and short-term investments
complemented by $288 million in unutilized non-Ambatovy specific
credit capacity, all under facilities that require renewal in
2012. DBRS estimates that Sherritt will require approximately $250
million to complete Ambatovy in addition to capital and dividend
needs of existing operations and other growth opportunities. It is
DBRS's view that Sherritt will be able to source the funding
required to bring Ambatovy to completion such that the project
financing will become non-recourse, but that the Company's
flexibility to face any unforeseen demand for funds could be
strained.


SINCLAIR BROADCAST: BlackRock Ceases to Hold 5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock Inc. disclosed that, as of
March 30, 2012, it beneficially owns 2,599,004 shares of common
stock of Sinclair Broadcast Group Inc. representing 4.99% of the
shares outstanding.  As reported by the Troubled Company Reporter
on Feb. 13, 2012, BlackRock reported beneficial ownership of
2,691,274 common shares or 5.17% equity stake.  A copy of the
amended filing is available for free at http://is.gd/9Uhx4l

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.68 billion in total liabilities, and a
$111.36 million in total deficit.

The Company said in its annual report for 2011 that any insolvency
or bankruptcy proceeding relating to Cunningham, one of its local
marketing agreement partners, would cause a default and potential
acceleration under a Bank Credit Agreement and could, potentially,
result in Cunningham's rejection of the Company's seven LMAs with
Cunningham, which would negatively affect the Company's financial
condition and results of operations.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sinclair Broadcast Group to 'BB-' from 'B+'.  The rating
outlook is stable.


SITEL WORLDWIDE: S&P Rates $200MM Sr. Secured 1st Lien Notes 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Nashville-based outsourced customer care services provider Sitel
Worldwide Corp. to stable from negative. "We also affirmed our 'B'
corporate credit rating on the company," S&P said.

"At the same time, we rated the company's $200 million senior
secured senior first-lien notes (issued by both Sitel LLC and
Sitel Finance Corp.) 'B' (the same as the corporate credit rating)
with a recovery rating of '3', indicating the expectation for a
meaningful (50%-70%) recovery in the event of a payment default.
Sitel Worldwide Corp. is the guarantor of the notes," S&P said.

"We also revised our recovery rating on the company's existing
senior secured first-lien debt to '3' from '2'. The '3' recovery
rating indicates the expectation for meaningful (50% to 70%)
recovery, reflecting the potential for increased incremental
senior secured first-lien debt in a default scenario," S&P said.

"The outlook revision reflects the reversal of revenue erosion,
related to lower business volumes and customer attrition," said
Standard & Poor's credit analyst William Backus, "and our
expectation of improved financial metrics, reduced restructuring
charges, and generation of near break-even free operating cash
flow (FOCF) over the near term."

"In addition, we have a recovery rating of '5' on Sitel's $300
million senior unsecured notes, indicating the expectation for
modest (10%-30%) recovery in the event of a payment default. The
issue-level rating on those notes is 'B-', one notch below the
corporate credit rating," S&P said.

"We expect that Sitel's revenue will stabilize at current levels
due to ongoing investments and enhancements to its sales and
marketing process," added Mr. Backus. "We also estimate that
EBITDA and financial leverage ratios will remain relatively stable
over the near term as the company's actions to rationalize
operating expenses continue to be successful. We also expect that
its negative FOCF, which we measure at negative $65 million for
fiscal year 2011 (including our adjustments for operating leases),
will improve over the near term, largely due to reduced
restructuring costs, and become positive during fiscal year 2013."

"The outlook is stable, reflecting improved revenue over the past
year and our expectation that Sitel's revenue and adjusted profits
will be sustained at current levels over the near term. A possible
upgrade is limited until Sitel can demonstrate sustained revenue
growth and break-even or positive cash flow.  Alternatively, we
could lower the rating if operating results worsen so that free
cash flow does not approach break-even over the coming year," S&P
said.


SMART & FINAL: S&P Keeps 'B-' Corp Credit Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services was keeping its ratings on
Commerce, Calif.-based Smart & Final Holding Corp., (Smart &
Final) including its 'B-' corporate credit rating, on CreditWatch
with positive implications, following its announcement that it has
paid down the outstanding borrowings of its CMBS loan with the
proceeds from the sale and leaseback of company-owned properties.

"On Jan. 6, 2012, we placed Smart & Final Holding on CreditWatch
with positive implications, following its announcement that it
paid down outstanding borrowings of its CMBS loan with proceeds
from the sale and leaseback of company-owned properties," said
Standard & Poor's credit analyst Charles Pinson-Rose.
"Consequently, the company has no significant near-term
maturities, and we now view the company as having 'adequate'
liquidity."

"Moreover, we believe the terms of the transaction could be
credit-accretive, given our methodology of adjusting debt for
operating lease commitments. We also forecast the company will
continue to grow profits and enhance credit ratios, and therefore,
we may consider a higher rating in the future," S&P said.

"The company's operating performance improved significantly
through the first three quarters of 2011, which exceeded our
expectations. Comparable-store sales likely rose in the high-
single-digit area annually in 2011 and EBITDA growth was even more
robust. In our opinion, the sales and profit gains are a result of
the company's position as a low-priced, no-fee, club-style store.
Consequently, we believe that the company has benefitted from
sustained weakness in the economy and more moderate price
competition among traditional grocery stores, which we believe has
made the company's price points more appealing to consumers. As a
result of these factors, we anticipate continued sales and profit
growth in 2012, but to a much lesser extent, and anticipate sales
and EBITDA could grow in the low- to mid-single-digit area in
2012," S&P said.

"Although we do not have the precise terms of the sale and
leaseback transactions, we estimate that such a performance
scenario could lead to operating lease-adjusted debt to EBITDA in
the mid-5x area and EBITDA coverage of interest in the low-3x area
by the end of 2012. These ratios would be an improvement from the
current (trailing 12 months as of the end of the third quarter)
ratios of 6.4x and 2.8x respectively. Nonetheless, the estimated
ratios would not change our view of the company's financial risk
profile as 'highly leveraged,'" S&P said.

"We characterize the company's business risk profile as
'vulnerable,' which incorporates its geographic concentration of
stores in Southern California and the intense competition in the
food retail industry. However, given our performance expectations
and the possibility of a favorable economic and industry
environment for the company in the near term, in our view, we may
positively reassess the company's business risk profile," S&P
said.

"We intend to resolve the CreditWatch once we have reviewed how
the transactions affect the company's lease expense and operating
lease commitments, so that we can more accurately assess the
company's financial risk profile. We also expect to examine our
view of the company's business risk profile, given its low-cost
position in a still relatively weak economy, and more moderate
price competition in the industry. We expect to resolve the
CreditWatch by the end of May 2012," S&P said.


SOLAR TRUST: Ridgecrest Case Summary & 30 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Ridgecrest Solar Power Project, LLC
        1111 Broadway, 5th Floor
        Oakland, CA 94607

Bankruptcy Case No.: 12-11204

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
Ridgecrest Solar I, LLC               12-11205
Ridgecrest Solar II, LLC              12-11206

Chapter 11 Petition Date: April 10, 2012

About Ridgecrest: Ridgecrest Solar, et al., are affiliates of
                  Solar Trust of America LLC.  STA Development,
                  LLC, one of the debtors that filed for
                  bankruptcy April 2, owns 100% of the interests
                  in Ridgecrest, et al.

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Counsel: Michael R. Nestor, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: bankfilings@ycst.com

Debtors'
Restructuring
Advisors:         RPA ADVISORS, LLC

Debtors'
Special
Corporate
Counsel:          K&L GATES LLP

Ridgecrest Solar's
Estimated Assets: $0 to $50,000

Ridgecrest Solar's
Estimated Debts: $0 to $50,000

Affiliates that sought Chapter 11 protection on April 2, 2012:

        Debtor                        Case No.
        ------                        --------
Solar Trust of America, LLC           12-11136
Solar Millennium, Inc.                12-11137
STA Development, LLC                  12-11138
STA Contracting, LLC                  12-11139
Amargosa Valley Solar I, LLC          12-11140
Amargosa Valley Solar II, LLC         12-11141
Palo Verde Solar I, LLC               12-11142
Palo Verde Solar II, LLC              12-11143
Palen Solar I, LLC                    12-11144
Palen Solar II, LLC                   12-11145
CA Solar 10, LLC                      12-11146

Ridgecrest Debtors' Consolidated List of their 30 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/deb12-11204.pdf

The petitions were signed by Edward Kleinschmidt, chief
restructuring officer.


SOLERA HOLDINGS: S&P Keeps 'BB' Rating on $850MM Unsec. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB' issue rating and
'4' recovery rating on Solera Holdings Inc.'s senior notes due
2018 remain unchanged after the company upsized its note add-on by
$100 million to a total $400 million. Added to the existing $450
million notes, this brings the total note offering to $850
million.

"We had raised our issue rating and revised our recovery rating
upward on the notes on April 10, after the company announced the
initial notes add-on. The company used proceeds primarily to
refinance secured debt," S&P said.

RATINGS LIST
Solera Holdings Inc.
Corporate credit rating                 BB/Stable/--

Audatex North America Inc.
$850 mil. sr unsec notes due 2018       BB
  Recovery rating                        4


ST. VINCENT'S: Seeks Return of Bills It Paid Before Ch. 11 Filing
-----------------------------------------------------------------
Karlee Weinmann at Bankruptcy Law360 reports that Saint Vincent's
Catholic Medical Centers of New York accused dozens of its
business associates on Tuesday of improperly collecting payments
shortly before the health care system filed for Chapter 11
protection, saying bankruptcy code allows it to recapture millions
of dollars in already paid debts.

Law360 relates that Consolidated Edison Inc. faces the largest
recovery claim at more than $3 million.  Another of the larger
claims sought $1.5 million from health care provider Bestcare Inc.

                       About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


STEREOTAXIS INC: Ernst & Young LLP Raises Going Concern Doubt
-------------------------------------------------------------
Stereotaxis, Inc., filed on March 15, 2012, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2011.

Ernst & Young LLP, in St. Louis, Missouri, expressed substantial
doubt about Stereotaxis' ability to continue as a going concern.
The independent auditors noted that the Company has incurred
recurring operating losses and has a working capital deficiency.

The Company reported a net loss of $32.0 million on $42.0 million
of revenues for 2011, compared with a net loss of $19.9 million on
$54.1 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $39.9 million
in total assets, $58.7 million in total liabilities, and a
stockholders' deficit of $18.8 million.

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

                       http://is.gd/n5p48E

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.




STRATEGIC AMERICAN: Launches www.duma.com Web Site
--------------------------------------------------
Duma Energy Corp. announced the launch of its new corporate Web
site www.duma.com.  The launch of Duma.com is part of a series of
corporate actions previously announced, including the name change
from Strategic American Oil Corp.  This change was approved by
FINRA (Financial Industry Regulatory Authority, Inc.) and became
effective April 4, 2012.  The trading symbol for the Company was
also temporarily changed from "SGCA" to "SGCAD".

Jeremy G. Driver, Chairman and CEO of Duma Energy Corp. stated
that, "we are pleased to launch Duma.com along with our revised
corporate presentation and factsheet.  The website reflects our
new focus and broader mission of leveraging our growing reserves
and revenue to pursue attractive opportunities that have
exponential growth potential for shareholders."

The Company is also currently working to create a majority
independent board of directors.  These actions are designed to
position the Company for a potential listing on a senior exchange
when market conditions and listing requirements prevail.

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed $24.35
million in total assets, $11.59 million in total liabilities and
$12.75 million in total stockholders' equity.

The Company reported a net loss of $4.49 million on $3.40 million
of revenue for the six months ended Jan. 31, 2012, compared with a
net loss of $1.62 million on $229,100 of revenue for the same
period a year ago.




SUN HB 35: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sun HB 35 LLC
        13238 Camillo Court
        Westfield, IN 46074

Bankruptcy Case No.: 12-22772

Chapter 11 Petition Date: April 11, 2012

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

Judge: Sheri Bluebond

Debtor's Counsel: Arnold H. Wuhrman, Esq.
                  SERENITY LEGAL SERVICES
                  41667 Ivy Street, Suite F 6
                  Murrieta, CA 92562
                  Tel: (951) 304-3720
                  Fax: (951) 848-9340
                  E-mail: Wuhrman@serenitylls.com

Estimated Assets: $0 to $50,000

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

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:

             http://bankrupt.com/misc/cacb12-22772.pdf

The petition was signed by Michael Ewing, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
In Re Sun HB 63, LLC                  11-47769          09/05/11

Affiliates that simultaneously filed Chapter 11 petitions:

  Debtor                              Case No.
  ------                              --------
Sun HB 38 LLC                         12-22773
Sun HB 45 LLC                         12-22774
Sun HB 52 LLC                         12-22775
Sun HB 53 LLC                         12-22776
Sun HB 58 LLC                         12-22777
Sun HB 64 LLC                         12-22778
Sun HB 73 LLC                         12-22779


SUN HB 38: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sun HB 38 LLC
        7545 Portbury Park Lane
        Suwanee, GA 30024

Bankruptcy Case No.: 12-22773

Chapter 11 Petition Date: April 10, 2012

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

Judge: Sheri Bluebond

Debtor's Counsel: Arnold H. Wuhrman, Esq.
                  SERENITY LEGAL SERVICES
                  41667 Ivy Street, Suite F 6
                  Murrieta, CA 92562
                  Tel: (951) 304-3720
                  Fax: (951) 848-9340
                  E-mail: Wuhrman@serenitylls.com

Estimated Assets: $0 to $50,000

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

The Company's list of its four largest unsecured creditors filed
with the petition is available for free at:

             http://bankrupt.com/misc/cacb12-22773.pdf

The petition was signed by Alan R. Curtis, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
In Re Sun HB 63, LLC                  11-47769          09/05/11


SUN RIVER: Reports $2.2-Mil. Net Loss in Jan. 31 Quarter
--------------------------------------------------------
Sun River Energy, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.2 million on $44,000 of revenues for
the three months ended Jan. 31, 2012, compared with a net loss of
$1.8 million on $nil revenue for the three months ended Jan. 31,
2011.

For the nine months ended Jan. 31, 2012, the Company has reported
a net loss of $7.7 million on $288,000 of revenues, compared with
a net loss of $3.3 million on $nil revenue for the nine months
ended Jan. 31, 2011.

The Company's balance sheet at Jan. 31, 2012, showed $21.9 million
in total assets, $9.3 million in total liabilities, and
stockholders' equity of $12.6 million.

Going Concern Considerations

The Company said, "During the three and nine months ended Jan. 31,
2012, the Company incurred losses of $2,227,000 and $7,746,000,
respectively, and has negative working capital of $8,751,000 at
Jan. 31, 2012.  Approximately $6,298,000 of the negative working
capital position was comprised of amounts owed to significant
stockholders, including Officers of the Company.  Subsequent to
January 31, 2012, the Company is attempting to raise capital to
resolve the working capital requirements and develop the oil and
gas assets.  To a limited degree, the Company is evaluating the
sale of certain shallow mineral rights.  The Company has multiple
options available to meet the current financial obligations when
due."

"However, there can be no assurance that the Company will be able
to execute any or all of the above contemplated transactions,
which raises substantial doubt about the Company's ability to
continue as a going concern."

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

                       http://is.gd/AYw1oV

Dallas, Tex.-based Sun River Energy, Inc., is an oil and gas
exploration and production company.  The Company has focused on
the development of unconventional natural gas reserves across a
multi-state area for the last year and one half.  On March 5,
2012, the Company announced a change in its strategy to primarily
develop crude opportunities.  The continued fall of natural gas
prices, to levels management deems uneconomical to support future
drilling and production for the foreseeable future, has driven
this change in strategy.

Sun River's largest acreage is its undeveloped acreage in the
Raton Basin of Colfax County, New Mexico. The Company owns
subsurface and timber rights in fee simple.  The total rights
approximate 223,000 gross acres.

Approximately 23,000 acres of the oil and gas rights are
prospective for development of crude.


SWEPORTS LTD: Must Answer Bankruptcy Allegations May 3
------------------------------------------------------
Sweports Ltd. is required to answer bankruptcy allegations May 3,
2012.  An involuntary Chapter 11 petition (Bankr. N.D. Ill. Case
No. 12-14254) was filed against Sweports, Ltd., based in Skokie,
Illinois, on April 9, 2012.  The creditors who signed the
involuntary petition are Michael J. O'Rourke, Michael C. Moody and
John A. Dore, judgment creditors who assert they are each owed
$345,000.  Neal L. Wolf, Esq., at Neal Wolf & Associates, LLC,
represents the petitioning creditors.

Judge A. Benjamin Goldgar is presiding over the case.  According
to the case docket, Judge Jacqueline P. Cox was inadvertently
assigned to case.


SWISHER HYGIENE: Delays Filing on 2011 Annual Report
----------------------------------------------------
Swisher Hygiene Inc. determined that the filing of its Annual
Report on Form 10-K for the year ended December 31, 2011 (the
"Form 10-K") will be delayed beyond the April 16, 2012 extended
due date as a result of the previously disclosed internal review
being conducted by Swisher Hygiene's Audit Committee.

Swisher Hygiene notes the following information relating to the
delayed filing:

          --  NASDAQ -- On April 11, 2012, Swisher Hygiene
received a letter from NASDAQ indicating that it is not in
compliance with the filing requirements for continued listing
under NASDAQ Listing Rule 5250(c)(1).

The NASDAQ letter notes that Swisher Hygiene is required to submit
a plan to regain compliance with NASDAQ's filing requirements for
continued listing within 60 calendar days of the date of the
NASDAQ notification letter. Upon acceptance of Swisher Hygiene's
complianceplan, NASDAQ is permitted to grant an extension of up to
180 days from the Form 10-K's initial due date for Swisher Hygiene
to regain compliance with NASDAQ's filing requirements for
continued listing.

Swisher Hygiene intends to submit a compliance plan within the 60
calendar day period. During the process of regaining compliance
with NASDAQ, Swisher Hygiene expects that its common stock will
continue trading on NASDAQ under the symbol "SWSH".

          --  Canadian Securities Law Compliance/Toronto Stock
Exchange/ -- On March 30, 2012, Swisher Hygiene was noted in
default of the continuous disclosure requirements under Ontario
securities laws by the Ontario Securities Commission (the "OSC"),
its principal Canadian securities regulator.  Swisher Hygiene
applied for, and received from the Toronto Stock Exchange (the
"TSX"), an extension for filing the Form 10-K until
April 16, 2012.  In connection with the default notification and
extension, Swisher Hygiene is required to notify the OSC and the
TSX of the delay in filing the Form 10-K beyond the April 16, 2012
extended due date. The shares of Swisher Hygiene's common stock
trade on the TSX under the symbol "SWI."

          --  Registration Statements -- Since Swisher Hygiene
will not file its Form 10-K by the April 16, 2012 extended due
date, it will no longer be Form S-3 eligible. As a result, Swisher
Hygiene will need to file post-effective amendments to its
Registration Statement on Form S-3 (Reg. No. 333-179018) and its
Registration Statement on Form S-4 (Reg. No. 333-173224) as soon
as practicable following the filing of the Form 10-K. Also,
Swisher Hygiene will suspend its two Registration Statements on
Form S-8 (Reg. Nos. 333-174072 and 333-172233), relating to shares
issuable (1) under its Amended and Restated Swisher Hygiene Inc.
2010 Stock Incentive Plan and (2) pursuant to options granted by
CoolBrands, Swisher Hygiene's predecessor, until it files the Form
10-K.

          --  Wells Fargo Credit Facility -- Swisher Hygiene has
entered into an amendment to its senior credit facility with Wells
Fargo Bank, National Associates as administrative agent. The
Second Amendment provides an extension for the delivery of Swisher
Hygiene's financial statements for the fiscal year ended December
31, 2011 until the earlier of the date on which the Company
delivers such financial statements to the Securities and Exchange
Commission or May 15, 2012. At the same time, the Second
Amendment waives any Default or Event of Default that may arise if
Swisher Hygiene fails to file the Form 10-K for the year ended
December 31, 2011 by April 16, 2012 so long as Swisher Hygiene
files the Form10-K by May 15, 2012.

The Second Amendment also provides additional financing
flexibility by providing the Company with the right to engage in
sale-leaseback transactions in an amount not to exceed $4.75
million by reducing baskets for permitted indebtedness by the same
amount.  While the Company has no present intention to borrow any
additional funds under the credit facility, until (1) the Company
files the Form 10-K, (2) represents to Wells Fargo that its
financial statements as filed may be relied upon, and (3) Wells
Fargo consents to such reliance, the Company may not borrow
additional funds under the credit facility with Wells Fargo.

As previously announced, Swisher Hygiene's Audit Committee
believes that material adjustments to the interim financial
statements for the quarterly periods ended March 31, 2011,
June 30, 2011, and September 30, 2011 may be required and that
Swisher Hygiene may need to restate its results for these periods.
While the amount of any such adjustments cannot be estimated with
reasonable certainty at this time, to date, the Audit Committee
has preliminarily identified an aggregate of approximately $3.8
million in increases to net loss before income taxes for the
affected periods.  However, until the review is complete and a
final determination is made, Swisher Hygiene cannot provide
further assurance regarding the complete impact of any adjustments
on its results of operations for the affected periods, and Swisher
Hygiene cannot provide assurance that the adjustments identified
to date are representative of the adjustments that will be
required when the review is complete.  Also, Swisher Hygiene
cannot provide assurance that the review will not identify further
adjustments that may be required.  Swisher Hygiene is working to
file the Form 10-K as promptly as possible; however, Swisher
Hygiene can provide no assurance as to when it will file the Form
10-K.  Furthermore, Swisher Hygiene cannot provide assurance that
the ongoing Audit Committee review and the process to complete and
file its Form 10-K will not impact its ability to timely file its
Quarterly Report on Form 10-Q for the three-month period ended
March 31, 2012.

Swisher Hygiene Inc. is a provider of essential hygiene and
sanitation products and services.


TENET HEALTHCARE: Has $77MM Accord With CMS & Health Dep't
----------------------------------------------------------
Tenet Healthcare Corporation has entered into an agreement as part
of an industry-wide settlement with the United States Department
of Health and Human Services, the Secretary of HHS, and the
Centers for Medicare & Medicaid Services that is expected to
result in approximate net cash proceeds to Tenet of $84 million,
of which $77 million is expected to relate to continuing
operations.  The cash proceeds related to this settlement are
expected to be received on or about June 30, 2012.

The settlement corrects underpayments from the Medicare inpatient
prospective payment system during a number of prior years.

Tenet anticipated the favorable resolution of this and other
settlements when it raised its 2012 Outlook on Feb. 28, 2012, but,
to remain conservative, included a contribution of only $25-50
million from pending settlements.  The Company intends to update
its 2012 Outlook for Adjusted EBITDA as part of its release of
first quarter earnings on May 8, 2012.

In an additional item related to federal government reimbursement,
Tenet said it expects to record a $2 million unfavorable Medicare
disproportionate share hospital Supplemental Security Income
adjustment in the quarter ended March 31, 2012 related to CMS's
recently released SSI ratios.  The Company accrued $49 million in
reserves for potential SSI adjustments in prior reporting periods,
including $6 million in 2011.

                      About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company reported net income of $94 million on $8.85 billion of
net operating revenues for the year ended Dec. 31, 2011, compared
with net income of $1.15 billion on $8.46 billion of net operating
revenues during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $8.46 billion
in total assets, $6.95 billion in total liabilities, $16 million
in redeemable non-controlling interests in equity of consolidated
subsidiaries, and $1.49 billion in total equity.

                           *     *     *

Tenet carries 'B' corporate credit rating from Standard & Poor's
Ratings Services.  "The rating reflects our view of the company's
weak business risk as the benefits of a fairly sizable portfolio
of 49 hospitals are undercut by uncertain reimbursement,
significant uncompensated care, weak patient volume trends and
concentration in certain markets, many of which are competitive.
We view Tenet's financial risk profile as aggressive, even though
there has been a recent reduction in debt to EBITDA to 4.5x.  This
has contributed to the generation of free cash flow since last
year," S&P in November 2011.

Moody's Investors Service also said in November 2011 that Tenet's
'B2' Corporate Family Rating remains constrained by Moody's
expectation of modest free cash flow generation and continued high
geographic concentration. Furthermore, industry challenges like
high bad debt expense, weak volume trends and changes in mix as
commercial volumes decline, will likely challenge organic growth.
However, the rating also incorporates Moody's expectation that the
company will continue to see improvements in operating
performance, driven by cost savings initiatives and benefits from
capital investment.


TENSAR CORP: S&P Cuts Revolving Credit Facility Rating to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on a
revolving credit facility issued by TCO Funding Corp. (a
subsidiary of Tensar Corp.) to 'CCC-' from 'B-' and removed the
issue rating from CreditWatch, where it was placed with developing
implications on Oct. 11, 2011. "We also withdrew our corporate
credit rating on Tensar Corp. and all its related issues. We took
these ratings actions after the company's request to withdraw the
ratings," S&P said.

The downgrade reflects our view of the company's weak liquidity as
the maturity of the credit facility approaches.


TORM A/S: Reaches Temporary Standstill with Bank Group
------------------------------------------------------
TORM and the Company's bank group have as expected extended the
deferral of installments and covenant standstill until April 30
2012.  The temporary agreement is subject to the continued
progress of the negotiations towards the financing framework
agreement in principle as described in announcement no. 14 dated 4
April 2012.

Simultaneously, the vast majority of time charter partners have
agreed to realign charter rates to the current market level until
April 30, 2012, while finalizing the conditional framework
agreement in principle.

"This is a strong signal that TORM's major creditors wish to
contribute to the completion of a financial solution," says CFO
Roland M. Andersen.

                            About TORM

TORM -- http://www.torm.com-- is a carrier of refined oil
products.  The Company runs a fleet of approximately 160 modern
vessels.  TORM was founded in 1889.  The Company conducts business
worldwide and is headquartered in Copenhagen, Denmark.


TIMMINCO LTD: Phase II Bid Deadline Extended to April 19
--------------------------------------------------------
Timminco Limited and its wholly-owned subsidiary Becancour Silicon
Inc. provided an update on the Company's marketing process in
respect of the sale of its business and assets, in connection with
the proceedings commenced by the Company under the Companies'
Creditors Arrangement Act on January 3, 2012 in the Ontario
Superior Court of Justice (Commercial List).

The Company, with the consent of the Stalking Horse Bidder, has
extended the deadline for Qualified Phase I Bidders to submit
irrevocable and binding Phase II Bids under the Bidding
Procedures, from 10:00 a.m. (Eastern Time) on April 16, 2012 to
5:00 p.m. (Eastern Time) on April 19, 2012, in order to facilitate
requests from those Qualified Phase I Bidders who asked for an
opportunity to have discussions with certain stakeholders of the
Debtors prior to submitting a Phase II Bid.

                          About Timminco

Timminco produces silicon metal for the chemical (silicones),
aluminum and electronics/solar industries, through its 51%-owned
production partnership with Dow Corning, known as Quebec Silicon.
Timminco is also a producer of solar grade silicon, using its
proprietary technology for purifying silicon metal, for the solar
photovoltaic energy industry, through Timminco Solar, a division
of its wholly owned subsidiary Becancour Silicon.

Timminco Limited and its wholly-owned subsidiary, Becancour
Silicon Inc. on Jan. 2, 2012, commenced proceedings under the
Companies' Creditors Arrangement Act.  Pursuant to the initial
order, FTI Consulting Canada Inc. has been appointed as monitor in
the CCAA proceedings.



TOP SHIPS: Deloitte Hadjipavlou Raises Going Concern Doubt
----------------------------------------------------------
Top Ships Inc. filed on April 11, 2012, its annual report on Form
20-F for the fiscal year ended Dec. 31, 2011.

Deloitte Hadjipavlou, Sofianos & Cambanis S.A., in Athens, Greece,
expressed substantial doubt about Top Ships' ability to continue
as a going concern.  The independent auditors noted that the
Company's recurring losses from operations and stockholders'
capital deficiency raise substantial doubt about its ability to
continue as a going concern

The Company reported a net loss of $189.1 million on $41.7 million
of revenue for 2011, compared with net income of $2.5 million on
$39.4 million of revenue for 2010.

The Company discontinued the dry-bulk segment of its operations in
December 2011.  The Company recognized a loss from discontinued
operations of $169.0 million in 2011.

The Company's balance sheet at Dec. 31, 2011, showed
$296.4 million in total assets, $219.7 million in total current
liabilities, and  stockholders' equity of $76.7 million.

A copy of the Form 20-F is available for free at:

                       http://is.gd/iwudzv

Maroussi, Greece-based Top Ships Inc. is a provider of
international seaborne transportation services, carrying petroleum
products and crude oil for the oil industry and drybulk
commodities for the steel, electric utility, construction and
agriculture-food industries.  The Company's fleet consists of
seven owned vessels, including six tankers and one drybulk vessel.




TREE HOUSE: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Tree House, LLC
        116 B. Polo Park East Boulevard
        Davenport, FL 33897

Bankruptcy Case No.: 12-05428

Chapter 11 Petition Date: April 10, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Adam L. Alpert, Esq.
                  BUSH ROSS P.A.
                  P.O. Box 3913
                  Tampa, FL 33601-3913
                  Tel: (813) 224-9255
                  Fax: (813) 223-9620
                  E-mail: aalpert@bushross.com

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

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

The Company's list of its 10 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/flmb12-05428.pdf

The petition was signed by Garrett J. Kenny, president of manager.


TRIBUNE CO: Hearing Today on Supplemental Plan Disclosures
----------------------------------------------------------
Tribune Company and its debtor-affiliates; the Official Committee
of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo,
Gordon & Co., L.P.; and JPMorgan Chase Bank, N.A., submitted to
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware on April 12, 2012, a Fourth Amended Joint
Plan of Reorganization, and accompanying supplemental disclosure
document.

The Fourth Amended Plan reflects conforming modifications to
address, among other things, (i) the limited issues identified in
the October 31, 2011 Confirmation Opinion, as modified; and (ii)
the determinations made by the Court in the allocation disputes
ruling entered on April 9, 2012.  The Fourth Amended Plan also
incorporates the revised deadlines relating to approval of the
Supplemental Disclosure Document and confirmation of the Plan.

              Impact of Adjudication of Allocation
                  Disputes on Plan Distributions

The Fourth Amended Plan generally provided for distributions
premised on (i) distributions of DCL Plan Settlement
consideration being subject to both the PHONES Subordination
Provisions and the EGI-TRB Subordination Provisions and (ii)
Holders of Other Parent Claims benefitting from the PHONES
Subordination Provisions and the EGI-TRB Subordination
Provisions.

In the Allocation Disputes Ruling, the Court determined:

(1) The subordination provisions in the PHONES Indenture are
     applicable to distributions of the Settlement Proceeds and
     the Creditors' Trust proceeds;

(2) The claim amount for the PHONES Noteholders should be
     $759,252,932, known as the low PHONES Amount;

(3) The Third Amended Plan's equal treatment of the Senior
     Noteholders and the Other Parent Claims does not amount to
     unfair discrimination under Section 11129(b) of the
     Bankruptcy Code;

(4) The EGI-TRB Notes are junior in priority to the PHONES
     Notes; and

(5) The beneficiaries of the PHONES Indenture subordination
     provisions are not entitled to receive postpetition
     interest prior to the PHONES Noteholders receiving payment
     of their claims.

(6) The subordination provisions in the EGI Subordination
     Agreement are applicable to (i) a distribution of
     Creditors' Trust proceeds; and

(7) The issue of whether beneficiaries of the subordination
     provisions in the EGI Subordination Agreement are entitled
     to postpetition prior to payment of the EGI Notes is not
     ripe for determination.

The Court expressly stated that the Allocation Dispute Ruling is
"subject to, conditioned upon, and for the purpose of obtaining
confirmation of a Chapter 11 plan substantially in the form of
the Third Amended Plan."

Consistent with the Allocation Disputes Ruling, the Fourth
Amended Plan provides for the Holders of Allowed Claims under the
Fourth Amended Plan, including the Holders of Senior Noteholder
Claims and Other Parent Claims, to receive the same estimated
initial recoveries as those provided under the Second Amended
Plan:

* the estimated recovery percentage of the Holders of Senior
  Noteholder Claims will remain at approximately 33.6%, plus
  interests in the Litigation Trust, under the Fourth Amended
  Plan; and

* the estimated recovery percentage of the Holders of the Other
  Parent Claims (the Swap Claim, the Retiree Claims, and the
  Other OP Claims) will remain at approximately 36% with no
  interests in the Litigation Trust -- or 33.6% with interests
  in the Litigation Trust -- under the Fourth Amended Plan.

The Plan Proponents prepared a chart illustrating projected
initial recoveries under the Fourth Amended Plan for Holders of
Claims against the Debtors:

                      Tribune Company Recovery Chart

                                          Per Fourth Amended Plan
                                 Claim    Recovery $   Recovery %
                                 -----    ----------   ----------
Senior Loan Claims           $8,571,192      $93,092     1.1%

Senior Guarantee Claim
-- Swap Claims                $150,949      $96,546    64.0%

Senior Guarantee Claim
-- Loan Claims              $8,571,192   $6,004,407    70.1%

Bridge Loan Claims           $1,619,507      $64,500     4.0%

Senior Noteholder Claims     $1,283,056     $431,041    33.6%

Phones Notes Claims            $760,697            -     0.0%

EGI-TRB LLC Notes Claims       $235,300            -     0.0%

Other Parent Claims
-- Retiree Claims             $105,000      $37,843    36.0%

Other Parent Claims
-- Trades & Other Claims        $8,794       $3,169    36.0%

Other Parent Claims
-- Swap Claims                $150,949      $54,403    36.0%

Subsidiary General
Unsecured Claims              $85,000       $85,000   100.0%

A copy of the estimated recovery appendix is available for free
at http://bankrupt.com/misc/Tribune_Apr12EstRecoveryAppendix.pdf

The Court declined to rule on ripeness grounds the dispute on
whether and to what extent (i) beneficiaries of the PHONES
Subordination Provisions and the EGI-TRB Subordination Provisions
are entitled to receive postpetition interest -- EGI-TRB/PPI
Dispute.  Tribune Chief Restructuring Officer Donald J.
Liebentritt states that the adjudication or resolution of the
EGI-TRB/PPI Dispute will not impact the initial recoveries to any
Holders of Allowed Claims under the Fourth Amended Plan.
Moreover, the adjudication or resolution of the EGI-TRB/PPI
Dispute should not have any effect upon the distribution of
Litigation Trust recoveries to the Holders of Senior Noteholder
Claims, Other Parent Claims, PHONES Notes Claims, and EGI-TRB LLC
Notes Claims under the Fourth Amended Plan unless the net amount
of such potential Litigation Trust recoveries substantially
exceeds the hypothetical recoveries denoted in the Plan, he
elaborates.

                     Other Plan Modifications

The Fourth Amended Plan also contains these provisions:

(A) The Bar Order was approved by the Court over the
    objection of Aurelius Capital Management, LP in the
    Confirmation Opinion, subject to inclusion of language that
    enjoins directly any actions by potential plaintiffs that do
    not conform to the terms of the Bar Order.  The Bar Order
    has been amended to clarify that (1) the judgment reduction
    formula should reflect the fault of all jointly and
    severally liable parties, not just those sued in a
    particular case by the Litigation Trust or the Indenture
    Trustees; and (2) the single satisfaction provision is
    triggered only if the Litigation Trust or Indenture Trustees
    collect in full on any judgment they are able to obtain.

(B) The Fourth Amended Plan has been modified to provide that
    the initial members of the Litigation Trust Advisory Board
    will be the members of the Creditors' Committee that are or
    represent beneficiaries of Litigation Trust Interests,
    including, Deutsche Bank Trust Company Americas and,
    Wilmington Trust Company and such other person to be
    disclosed with the Plan Supplement, but excluding the Senior
    Loan Agent.  The Fourth Amended Plan has also been modified
    to provide that the members of the Litigation Trust Advisory
    Board will be compensated as set forth in a filing to be
    made by the DCL Proponents with the Plan Supplement.

(C) Pursuant to the Fourth Amended Plan, no (i) distributions
    under the Fourth Amended Plan allocable or otherwise payable
    to PHONES Notes Claims or EGI-TRB LLC Notes Claims
    (including, without limitation, proceeds from the pursuit or
    settlement of Preserved Causes of Action) or (ii) amounts
    allocable or otherwise payable to PHONES Notes Claims or
    EGI-TRB LLC Notes Claims resulting from the pursuit or
    settlement of Disclaimed State Law Avoidance Claims will be
    subject to turnover to the Holders of Senior Loan Claims,
    Senior Loan Guaranty Claims, Bridge Loan Claims or Bridge
    Loan Guaranty Claims on account of such Senior Loan Claims,
    Senior Loan Guaranty Claims, Bridge Loan Claims or Bridge
    Loan Guaranty Claims.

(D) Any Potential Step Two Disgorgement Defendant that elected
    to participate in the Step Two/Disgorgement Settlement in
    accordance with the procedures set forth in the Second
    Amended Plan will be deemed to have elected to participate
    in the Step Two/Disgorgement Settlement in connection with
    the Fourth Amended Plan except to the extent any such party
    will have delivered to the Debtors a notice revoking such
    election on or before the first day of the Confirmation
    Hearing.

A full-text copy of the Step Two/Disgorgement Settlement
Procedures is available for free at:

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

Clean and blacklined copies of the Plan dated April 12, 2012, are
available for free at:

  http://bankrupt.com/misc/Tribune_Apr12Plan.pdf
  http://bankrupt.com/misc/Tribune_Apr12Plan_blacklined.pdf

Clean and blacklined copies of the Supplemental Disclosure
Document dated April 12, 2012, are available for free at:

  http://bankrupt.com/misc/Tribune_Apr12SDD.pdf
  http://bankrupt.com/misc/Tribune_Apr12SDD_blacklined.pdf

              Disclosure Doc Hearing on April 16

Judge Carey scheduled for April 16, 2012, the hearing to consider
approval of the Supplemental Disclosure Document and
resolicitation procedures with respect to the Plan.

The Plan Proponents also ask the Court to enter a revised
proposed order with respect to the Supplemental Disclosure
Document and Solicitation Procedures, available for free
at http://bankrupt.com/misc/Tribune_RevSDDPropOrd.pdf

                         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: Sam Zell Biggest Loser in Allocation Disputes Ruling
----------------------------------------------------------------
Judge Kevin Carey entered a formal order decreeing that the
disputes relating to how recoveries under Tribune Co.'s proposed
reorganization plan should be allocated are resolved for reasons
set forth in a memorandum opinion dated April 9, 2012.

The Allocation Disputes are resolved, subject to, conditioned
upon, and for the purpose of obtaining confirmation of a
Chapter 11 plan substantially in the form of the Third Amended
Plan.

Tribune Chairman Samuel Zell came out the biggest loser in the
wake of the Court's recent decision, Peg Brickley of The Wall
Street Journal wrote.  Judge Carey determined that the Zell-
controlled EGI-TRB LLC Notes are at the bottom of Tribune's
capital structure.  Mr. Zell's claims ranked last in the
Chapter 11 payments priority scheme, lagging behind holders of
PHONES notes, which are allowed in the aggregate amount of
$759 million.

Mr. Zell, who called the buyout "deal from hell," put only $315
million of his own money at risk in the deal, the report noted.
In recent litigation, his investment venture attempted to get
equal footing with other low-ranking creditors when it comes to
sharing recovery, on the basis of a claim for $225 million, the
report noted.  The attempt failed, the report said.

A copy of the Court's April 9, 2012 Memorandum Regarding
Allocation Disputes is available at http://is.gd/2SE6pPfrom
Leagle.com.

                         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: Bank Debt Trades at 35% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 65.15 cents-on-the-
dollar during the week ended Friday, April 13, 2012, a drop of
0.44 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.  The
loan is one of the biggest gainers and losers among 156 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                        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)


TRIUS THERAPEUTICS: David Kabakoff Reappointed Class II Director
---------------------------------------------------------------
Solely in order to provide for an equal apportionment of the
members of the Board of Directors of Trius Therapeutics, Inc.,
among the three classes of the Company's classified Board, David
S. Kabakoff, Ph.D., age 64, resigned from the Board as a Class I
director with a term expiring at the Company's 2014 annual meeting
of stockholders and, upon the recommendation of the Nominating and
Corporate Governance Committee of the Board, was immediately
reappointed by the Board as a Class II director with a term
expiring at the Company's 2012 annual meeting of stockholders.
The reallocation of Dr. Kabakoff from one class of directors to
another class of directors had no effect on any aspect of his
compensatory arrangements with the Company and he continues to
serve as the Chairman of the Board and as a member of the Audit
and Nominating and Corporate Governance Committees of the Board.

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said it has incurred losses since its inception and it anticipates
that it will continue to incur losses for the foreseeable future.
As of December 31, 2011, the Company had an accumulated deficit of
$95.4 million.  The Company has funded, and plan to continue to
fund, its operations from the sale of securities, through research
funding and from collaboration and license payments, including
payments under the Bayer collaboration.  However, the Company has
generated no revenues from product sales to date.

The Company reported a net loss of $18.25 million in 2011, a net
loss of $23.86 million in 2010, and a net loss of $22.68
million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed
$68.12 million in total assets, $18.23 million in total
liabilities, all current, and $49.89 million in total
stockholders' equity.


TXU CORP: Bank Debt Trades at 46% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 53.73 cents-on-the-dollar during the week
ended Friday, April 13, 2012, a drop of 1.36 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
450 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2017, and carries Moody's B2 rating
and Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 156 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


TXU CORP: Bank Debt Trades at 41% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 58.98 cents-on-the-dollar during the week
ended Friday, April 13, 2012, a drop of 1.54 percentage points
from the previous week according to data compiled by Loan Pricing
Corp. and reported in The Wall Street Journal.  The Company pays
350 basis points above LIBOR to borrow under the facility.  The
bank loan matures on Oct. 10, 2014, and carries Standard & Poor's
CCC rating.  The loan is one of the biggest gainers and losers
among 156 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In April 2011, Moody's Investors Service affirmed the 'Caa2'
Corporate Family Rating, 'Caa3' Probability of Default Rating and
SGL-4 Speculative Grade Liquidity Ratings of EFH.  Outlook is
stable.  EFH's Caa2 CFR and Caa3 PDR reflect a financially
distressed company with limited financial flexibility; its capital
structure appears to be untenable, calling into question the
sustainability of the business model; and there is no expectation
for any meaningful debt reduction over the next few years, beyond
scheduled amortizations.

At the end of February 2011, Fitch Ratings it does not expect to
take any immediate rating action on EFH's Texas Competitive
Electric Holdings Company LLC or their affiliates based on recent
default allegations from lender Aurelius.  EFH carries a 'CCC'
corporate rating, with negative outlook, from Fitch.


US COAL: S&P Removes 'CCC' Corporate Credit Rating From Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services removed its preliminary 'CCC'
rating on U.S. Coal Corp. from CreditWatch, where it was placed on
Oct. 4, 2011, with developing implications. "We assigned our final
'CCC' corporate credit rating to Lexington, Ky.-based U.S. Coal
Corp. The rating outlook is negative," S&P said.

"The corporate credit rating on U.S. Coal Corp. reflects the
combination of what Standard & Poor's Ratings Services considers
to be its 'vulnerable' business risk profile and 'highly
leveraged' financial risk profile," said Standard & Poor's credit
analyst Maurice Austin. "We also factor in its relatively small
size, lack of geographic diversity, high customer concentration,
and its 'weak' liquidity," S&P said.

"Under our base case scenario we expect debt to EBITDA of about 2x
and funds from operations (FFO) to debt of about 30% in 2012. We
expect these figures to weaken in 2013 but to still compare
favorably with similarly rated companies. However, our 'highly
leveraged' financial risk assessment reflects more heavily the
company's 'weak' liquidity position given our expectation for
weaker cash flow in an unfavorable price environment and a heavy
debt amortization schedule," S&P said.

"Our base case scenario assumes that EBITDA declines to about $35
million in 2012 and below $20 million in 2013, from about $38
million in 2011. The decline in operations stems from weaker
demand and lower coal prices as an unseasonably warm winter
contributed to larger stockpiles of thermal coal at utilities and
as low natural gas prices incented some utilities to switch from
thermal coal. U.S. Coal has about 85% of its 2012 coal production
committed at prices of about $85 per ton and about 40% of its 2013
production committed at prices of about $80 per ton. The NYMEX
currently has spot prices below $60 per ton and 2013 prices of
about $70 per ton," S&P said.

"We consider U.S. Coal Corp. to be a small coal company
(accounting for less than 1% of the U.S. coal market) with
significant geographic and customer concentration. The company
owns and operates six mines with approximately 65 million tons of
reserves and a reserve life of about 35 years at the current rate
of production. Its mines serve areas with the highest
concentration of coal-fired power generation, but its operations
in Eastern Kentucky and the Central Appalachia (CAPP) region
provide limited geographic diversity. In addition, U.S. Coal's
customer base is narrowly focused, with its largest customer
accounting for more than 35% of sales and its top four customers
accounting for more than 80% of sales. Profitability and cash flow
could suffer if one or more of these customers have a prolonged
unexpected outage," S&P said.

"The negative rating outlook reflects mounting capital constraints
given our expectation that U.S. Coal Corp.'s cash flow will
decline next year as a result of lower coal prices and the pending
maturity of its line of credit. With about $40 million in debt
amortization over the next two years, we believe U.S. Coal may be
unable to repay its obligations without restructuring or
refinancing its current debt obligations. We would also lower our
rating by one or more notches if the company is unable to renew
and expand its line of credit in advance of its November 2012
maturity," S&P said.

"Although less likely in the near term, a higher rating is
possible if the company is ultimately able to restructure or
refinance its debt obligations such that the amortization schedule
over the next three years is significantly reduced and if end-
market demand improves, resulting in higher production and
prices," S&P said.


US XPRESS: S&P Puts 'B' Corporate Credit Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Chattanooga, Tenn.-based US
Xpress Enterprises Inc. on CreditWatch with negative implications.

"The CreditWatch placement reflects our expectation that US
Xpress' cushion under its covenants will become very limited as
the covenants tighten," said Standard & Poor's credit analyst
Anita Ogbara.

"Covenants on the senior secured facility include a maximum
leverage covenant and a minimum fixed-charge coverage ratio, which
tighten in the first and second quarters. In August 2011, the
company completed an amendment to its covenants. 'Still, despite
earnings improvement, we expect covenant headroom to narrow under
the existing terms of the credit agreement," Ms. Ogbara said.

"US Xpress is the fifth-largest truckload carrier, measured by
revenues, in the U.S. It operates a fleet of approximately 6,700
tractors and 21,000 trailers in more than 30 major terminals,
primarily located in the U.S. Although the company maintains a
sizeable market position, it operates in a very fragmented
industry where the top 10 truckload companies account for less
than 5% of the total for-hire truckload market," S&P said.

"Standard & Poor's will monitor developments in the company's
covenant cushion and liquidity position. We previously indicated
that we could lower the ratings if earnings deterioration leads to
a covenant breach or if FFO to debt falls into the low-teens
percent area on a sustained basis. We could also affirm the
current ratings if the company materially improves its liquidity
position and covenant headroom," S&P said.


USG CORP: Closes Tender Offer; $118.2MM Notes Validly Tendered
--------------------------------------------------------------
USG Corporation announced that the cash tender offer for any and
all of its outstanding 9.75% Senior Notes due 2014 expired at
11:59 p.m., New York City time, on April 11, 2012.  An aggregate
principal amount of approximately $118.2 million of Notes were
validly tendered in the Tender Offer.

USG expects to accept and make payment for all of the Notes that
were validly tendered at or prior to the Expiration Time in
connection with the closing of USG's previously announced private
offering of $250 million aggregate principal amount of its 7.875%
Senior Notes due 2020.

Holders of Notes who validly tendered their Notes at or before
5:00 p.m., New York City time, on April 2, 2012, are eligible to
receive $1,125.00 per $1,000 principal amount of Notes, which
includes an early tender premium of $30 per $1,000 principal
amount of Notes.  Holders of Notes who validly tendered their
Notes after the Extended Early Tender Time, but at or prior to the
Expiration Time, are only eligible to receive the tender offer
consideration of $1,095.00 per $1,000 principal amount of Notes
and will not receive any Early Tender Premium.  In addition,
accrued interest up to, but not including, the settlement date for
the Notes will be paid in cash on all validly tendered and
accepted Notes.

                       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.


WESTERN EXPRESS: S&P Affirms CCC+ Corp Credit Rating, Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on U.S.-based Western Express Inc. and revised the
outlook to negative from stable.

"Our outlook revision reflects Western Express' weaker-than-
expected earnings over the past few quarters," said Standard &
Poor's credit analyst Anita Ogbara. "The company continues to
generate operating losses due to rising insurance expense and fuel
costs, as well as challenges related to the integration of its
fleet of new tractors."

"The ratings on U.S.-based Western Express Inc. reflect the
truckload carrier's highly leveraged financial profile and
participation in the capital-intensive and cyclical trucking
sector, which is subject to pricing pressure and intense
competition. The company's midsize market position and customer
diversity only partly offset these weaknesses. Western Express
owns and operates a fleet of about 2,300 tractors, 6,700 trailers,
and 13 service centers across 10 states, primarily on the East
Coast. The company's fleet consists of dry-van, flatbed, and
dedicated truckload vehicles," S&P said.

"Standard & Poor's characterizes the company's business risk
profile as 'vulnerable,' financial risk profile as 'highly
leveraged,' and liquidity as 'less than adequate,'" S&P said.

"We expect Western Express' earnings and operating results to
improve gradually as a result of lower maintenance costs on a
relatively new fleet," Ms. Ogbara said. "Still, we expect the
company to face rising fuel costs and higher labor expenses due to
the shortage of qualified drivers."


WESTINGHOUSE SOLAR: Burr Pilger Raises Going Concern Doubt
----------------------------------------------------------
Westinghouse Solar, Inc., has filed its annual report on Form 10-K
for the fiscal year ended Dec. 31, 2011.

Burr Pilger Mayer, Inc., in San Francisco, California, expressed
substantial doubt about Westinghouse Solar's ability to continue
as a going concern.  The independent auditors noted that the
Company has suffered significant operating losses and has negative
cash flow from operations.

The Company reported a net loss of $4.6 million on $11.4 million
of net revenue for 2011, compared with a net loss of $12.9 million
on $8.7 million of net revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$9.5 million in total assets, $6.5 million in total liabilities,
and stockholders' equity of $3.0 million.

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

                       http://is.gd/wN3CSD

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.


YELLOW MEDIA: DBRS Cuts Issuer Rating/Notes Rating to 'B(low)'
--------------------------------------------------------------
DBRS has downgraded Yellow Media Inc.'s Issuer Rating to B (low)
from B (high); its Medium-Term Notes rating to B (low) from B
(high), with an RR4 recovery rating; and its Exchangeable
Subordinated Debentures to CCC from B (low), with an RR6 recovery
rating.  The trend on all ratings remains Negative.

DBRS notes that Yellow Media's unsecured debt continues to have
average recovery prospects (RR4; 30% to 50% expected recovery),
while its subordinated debt has poor recovery prospects (RR6; 0%
to 10% expected recovery) under a base case default/recovery
scenario.

This downgrade reflects the fact that the Company has made no
progress in improving its liquidity position throughout the
remainder of Q1 2012.  The window for refinancing activities
continues to diminish as the Company's first debt maturity (of its
roughly $2 billion of total gross debt) approaches in February
2013, which marks the beginning of a period of sizable and
relatively steady debt maturities over the 2013 to 2016 time
frame.  As such, we believe that the likelihood that the Company's
financing activities in 2012 will involve some form of compromise
for existing creditors has increased to a level that is no longer
consistent with the previous B (high) ratings.

The Negative trend reflects the possibility that Yellow Media's
ratings could be further downgraded with the passage of time or in
the event that the Company pursues some form of recapitalization.


YELLOWSTONE CLUB: Founder's Claims Are Attack on Plan, Attys. Say
-----------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that court-appointed
attorneys in Yellowstone Mountain Club LLC's bankruptcy on
Wednesday blasted co-founder Timothy Blixseth's request for leave
to sue his former attorney for breaching privilege and
malpractice, saying litigation that could implicate them should
not be heard in district court.

According to Law360, the attorneys also argued that the request is
simply an effort to collaterally attack confirmation of a
reorganization plan by lifting the bankruptcy stay and trying the
matter in federal district court.

                      About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


ZURVITA HOLDINGS: Posts $947,900 Net Loss in January 31 Quarter
---------------------------------------------------------------
Zurvita Holdings, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $947,929 on $1.2 million of revenues for
the three months ended Jan. 31, 2012, compared with net income of
$2.1 million on $1.1 million for the three months ended Jan. 31,
2011.  For the three months ended Jan. 31, 2012, and 2011, the
change in fair value of the Company's liability warrants was
approximately a gain of $45,000 and $2.8 million, respectively.

For the six months ended Jan. 31, 2012, the Company has reported a
net loss of $1.6 million on $2.5 million of revenues, compared
with net income of $3.9 million on $2.4 million of revenues for
the six months ended Jan. 31, 2011.  For the six months ended
Jan. 31, 2012, and 2011, the change in fair value of these
warrants was approximately $274,000 and $5.9 million,
respectively.

The Company's balance sheet at Jan. 31, 2012, showed $1.3 million
in total assets, $3.6 million in total liabilities, $8.8 million
of redeemable preferred stock, and a stockholders' deficit of
$11.1 million.

Meeks International, LLC, in Tampa, Fla., expressed substantial
doubt about Zurvita Holdings' ability to continue as a going
concern, following the Company's results for the fiscal year ended
July 31, 2011.  The independent auditors noted that the Company
has suffered recurring losses from operations and has not
generated sufficient cash flows from operations to meet its needs.

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

                       http://is.gd/Ncu5ub

Houston, Tex.-based Zurvita Holdings, Inc., is a national network
marketing company offering high-quality products and services
targeting individuals, families and small businesses. Products are
sold through Zurvita's network of independent sales consultants.


* Foreclosure Activity Down in Q1 2012, RealtyTrac(R) Says
----------------------------------------------------------
RealtyTrac(R), an online marketplace for foreclosure properties,
on April 12 released its U.S. Foreclosure Market Report(TM) for
the first quarter of 2012, which shows foreclosure filings --
default notices, scheduled auctions and bank repossessions -- were
reported on 572,928 properties during the quarter, down 2 percent
from the previous quarter and down 16 percent from the first
quarter of 2011.

The first quarter total was the lowest quarterly total since the
fourth quarter of 2007, when 527,740 properties with foreclosure
filings were reported.  The report shows one in every 230 U.S.
housing units with a foreclosure filing during the quarter.

Foreclosure filings were reported on 198,853 U.S. properties in
March, a 4 percent decrease from February and a 17 percent
decrease from March 2011.  March's total was the lowest monthly
total since July 2007, and also the first monthly total below
200,000 since July 2007.

"The low foreclosure numbers in the first quarter are not an
indication that the massive reservoir of distressed properties
built up over the past few years has somehow miraculously
evaporated," said Brandon Moore, chief executive officer of
RealtyTrac.  "There are hairline cracks in the dam, evident in the
sizable foreclosure activity increases in judicial foreclosure
states over the past several months, along with an increase in
foreclosure starts in many judicial and non-judicial states in
March.  The dam may not burst in the next 30 to 45 days, but it
will eventually burst, and everyone downstream should be prepared
for that to happen -- both in terms of new foreclosure activity
and new short sale activity."

Judicial foreclosure activity increases in first quarter

The nationwide decrease in foreclosure activity was caused
primarily by decreasing activity in states that use the non-
judicial foreclosure process.  These 24 states combined, along
with the District of Columbia, had 329,854 properties with
foreclosure filings during the quarter, more than half the
national total -- but a decrease of 8 percent from the previous
quarter and a decrease of 28 percent from the first quarter of
2011.

Twenty non-judicial states registered year-over-year decreases in
foreclosure activity, led by Arkansas, with a 79 percent drop, and
Nevada, with a 62 percent drop.  Recent legislation or court cases
have disrupted the normal foreclosure process in both these
states.  Other non-judicial states with substantial year-over-year
decreases in foreclosure activity included Washington (down 55
percent), Arizona (down 41 percent), Texas (down 31 percent), and
California (down 21 percent).

Meanwhile foreclosure activity increased in states that primarily
use the judicial foreclosure process.  These 26 states combined
accounted for 243,074 properties with foreclosure filings during
the quarter, an increase of 8 percent from the previous quarter
and an increase of 10 percent from the first quarter of 2011.

Judicial states posting some of the biggest year-over-year
increases in foreclosure activity in the first quarter included
Indiana (up 45 percent), Connecticut (up 38 percent),
Massachusetts (up 26 percent), Florida (up 26 percent), South
Carolina (up 26 percent), and Pennsylvania (up 23 percent).

Foreclosure starts increase for third straight month in March

First-time foreclosure starts, either default notices or scheduled
foreclosure auctions depending on the state's foreclosure process,
increased 7 percent from February to March, the third straight
monthly increase. Foreclosure starts in March exceeded 100,000 for
the first time since November 2011, although they were still down
11 percent from March 2011.

States with the biggest monthly increases in foreclosure starts
included Nevada (up 153 percent), Utah (up 103 percent), New
Jersey (up 73 percent), Maryland (up 53 percent) and North
Carolina (up 47 percent).  Thirty-one states posted monthly
increases in foreclosure starts in March.

Nevada, California, Arizona post top state foreclosure rates
Nevada foreclosure activity decreased 26 percent from the previous
quarter and was down 62 percent from the first quarter of 2011,
but the state still posted the nation's top foreclosure rate --
one in every 95 Nevada housing units had a foreclosure filing
during the first quarter.  Although Nevada had the top foreclosure
rate for the quarter, the state's foreclosure rate slipped to
second highest among the states in March, after 62 consecutive
months in the No. 1 spot.  Arizona's foreclosure rate was the
nation's highest state foreclosure rate in March.

Although California default activity increased from February to
March -- up 14 percent -- the state's overall foreclosure activity
in the first quarter was down on a quarterly and annual basis.
The California foreclosure rate still ranked second highest among
all states in the first quarter, with one in every 103 housing
units with a foreclosure filing.

One in every 106 Arizona housing units had a foreclosure filing in
the first quarter, the nation's third highest state foreclosure
rate.  Arizona foreclosure activity during the quarter was down 4
percent from the previous quarter and was down 41 percent from the
first quarter of 2011.

Other states with foreclosure rates ranking among the top 10 in
the first quarter were Georgia (one in 119 housing units with a
foreclosure filing), Florida (one in 123), Illinois (one in 141),
Michigan (one in 162), Colorado (one in 191), Utah (one in 198)
and Wisconsin (one in 206).

California, Florida, Illinois post top foreclosure activity totals

California's 133,245 properties with foreclosure filings in the
first quarter was the highest total of any state and accounted for
23 percent of U.S. foreclosure activity during the quarter.

Florida posted the second highest state total, with 73,344
properties with foreclosure filings during the quarter.  Florida
foreclosure activity in the first quarter increased 4 percent from
the previous quarter and was up 26 percent from the first quarter
of 2011.

Illinois foreclosure activity increased 17 percent from the
previous quarter and was up 14 percent from the first quarter of
2011, helping the state post the nation's third highest state
foreclosure total in the first quarter: 37,660 properties with
foreclosure filings.

Other states with foreclosure activity totals among the nation's
10 highest were Georgia (34,234), Michigan (27,934), Arizona
(26,956), Texas (23,807), Ohio (23,780), Pennsylvania (12,746),
and Wisconsin (12,727).

Time to foreclose increases nationwide, but down in key states
U.S. properties foreclosed in the first quarter took an average of
370 days to complete the foreclosure process, up from 348 days in
the previous quarter and the highest average number of days going
back to the first quarter of 2007.

Average foreclosure timelines appear to be turning a corner in
some bellwether states.  The average time to foreclose in
California was 320 days, down from 352 days in the previous
quarter and the second straight quarterly decrease after 12
straight quarterly increases.

The average time to foreclose also decreased in Colorado, Utah,
Massachusetts, Nevada, Michigan and Maryland.  Despite the
decrease, Maryland still posted the fifth longest time to
foreclose, 618 days.  The states with the top four longest times
to foreclose were New York (1,056 days), New Jersey (966 days),
Florida (861 days) and Illinois (628 days).


* BOND PRICING -- For Week From April 9 to 13, 2012
---------------------------------------------------

  Company           Coupon   Maturity Bid Price
  -------           ------   -------- ---------
AMBAC INC            9.375   8/1/2011    14.963
AMBAC INC            9.500  2/15/2021    15.375
AMBAC INC            7.500   5/1/2023    17.250
AMBAC INC            5.950  12/5/2035    15.000
AES EASTERN ENER     9.000   1/2/2017    24.000
AGY HOLDING COR     11.000 11/15/2014    31.125
AHERN RENTALS        9.250  8/15/2013    48.500
INTL LEASE FIN       5.650  4/15/2012    99.750
AMER GENL FIN        4.000  4/15/2012    99.528
AMER GENL FIN        4.400  4/15/2012    99.450
AMER GENL FIN        5.200  5/15/2012    97.000
AMR CORP             9.000   8/1/2012    39.900
AM AIRLN PT TRST    10.180   1/2/2013    67.000
AM AIRLN PT TRST     9.730  9/29/2014    30.750
AMR CORP             6.250 10/15/2014    46.000
AM AIRLN PT TRST     7.379  5/23/2016    31.000
A123 SYSTEMS INC     3.750  4/15/2016    30.250
MAINST-CALL05/12     8.900  12/1/2027   100.750
BROADVIEW NETWRK    11.375   9/1/2012    86.000
BLOCKBUSTER INC     11.750  10/1/2014     1.688
C-CALL05/12          5.700  5/15/2024   100.700
CHRCH CAP FNDING     6.600  5/15/2013    25.000
DELTA AIR 1992B1     9.375  9/11/2017    26.625
DELTA AIR 1993A1     9.875  4/30/2049    19.260
DIRECTBUY HLDG      12.000   2/1/2017    17.375
DIRECTBUY HLDG      12.000   2/1/2017    23.000
DUNE ENERGY INC     10.500   6/1/2012    93.500
EASTMAN KODAK CO     7.250 11/15/2013    30.900
EASTMAN KODAK CO     7.000   4/1/2017    30.250
EASTMAN KODAK CO     9.950   7/1/2018    26.250
ENERGY CONVERS       3.000  6/15/2013    48.000
EVERGREEN SOLAR     13.000  4/15/2015    50.000
FIRST METRO          6.900  1/15/2019    15.000
GLB AVTN HLDG IN    14.000  8/15/2013    26.800
GMX RESOURCES        5.000   2/1/2013    73.741
GMX RESOURCES        5.000   2/1/2013    77.000
GLOBALSTAR INC       5.750   4/1/2028    55.500
HAWKER BEECHCRAF     8.500   4/1/2015    10.750
HAWKER BEECHCRAF     8.875   4/1/2015    17.000
HAWKER BEECHCRAF     9.750   4/1/2017     4.000
HOS-CALL04/12        6.125  12/1/2014   101.125
QUICKSILVER RES      1.875  11/1/2024    97.711
LEHMAN BROS HLDG    12.120  9/11/2009    27.625
LEHMAN BROS HLDG    22.650  9/11/2009    27.625
LEHMAN BROS HLDG     6.000  7/19/2012    29.500
LEHMAN BROS HLDG     1.250   8/5/2012    28.125
LEHMAN BROS HLDG     0.250  8/16/2012    28.125
LEHMAN BROS HLDG     0.250   9/6/2012    28.125
LEHMAN BROS HLDG     1.000   9/7/2012    28.125
LEHMAN BROS HLDG     3.000 10/28/2012    28.125
LEHMAN BROS HLDG     2.000 10/31/2012    28.125
LEHMAN BROS HLDG     3.000 11/17/2012    28.125
LEHMAN BROS HLDG     0.250  12/8/2012    28.125
LEHMAN BROS HLDG     0.250  12/8/2012    28.125
LEHMAN BROS HLDG     1.000  12/9/2012    28.125
LEHMAN BROS HLDG     2.000 12/31/2012    28.125
LEHMAN BROS HLDG     5.000  1/22/2013    27.750
LEHMAN BROS HLDG     5.625  1/24/2013    29.750
LEHMAN BROS HLDG     5.100  1/28/2013    28.250
LEHMAN BROS HLDG     5.000  2/11/2013    27.322
LEHMAN BROS HLDG     4.800  2/27/2013    28.125
LEHMAN BROS HLDG     4.700   3/6/2013    27.750
LEHMAN BROS HLDG     5.000  3/27/2013    28.130
LEHMAN BROS HLDG     1.500  3/29/2013    28.125
LEHMAN BROS HLDG     2.000  4/30/2013    28.125
LEHMAN BROS HLDG     5.750  5/17/2013    27.575
LEHMAN BROS HLDG     2.000   8/1/2013    28.125
LEHMAN BROS HLDG     1.000 10/17/2013    28.125
LEHMAN BROS HLDG     0.250 12/12/2013    28.125
LEHMAN BROS HLDG     0.450 12/27/2013    27.375
LEHMAN BROS HLDG     0.250  1/26/2014    28.125
LEHMAN BROS HLDG     5.250  1/30/2014    27.625
LEHMAN BROS HLDG     1.250   2/6/2014    28.125
LEHMAN BROS HLDG     4.800  3/13/2014    28.500
LEHMAN BROS HLDG     1.000  3/29/2014    28.125
LEHMAN BROS HLDG     5.000   8/3/2014    25.500
LEHMAN BROS HLDG     1.000  8/17/2014    28.125
LEHMAN BROS HLDG     1.000  8/17/2014    28.125
LEHMAN BROS HLDG     6.200  9/26/2014    30.125
LEHMAN BROS HLDG     5.150   2/4/2015    26.625
LEHMAN BROS HLDG     5.250  2/11/2015    27.150
LEHMAN BROS HLDG     8.800   3/1/2015    26.028
LEHMAN BROS HLDG     7.000  6/26/2015    28.125
LEHMAN BROS HLDG     8.500   8/1/2015    27.650
LEHMAN BROS HLDG     5.000   8/5/2015    25.630
LEHMAN BROS HLDG     7.000 12/18/2015    27.150
LEHMAN BROS HLDG     5.500   4/4/2016    30.063
LEHMAN BROS HLDG     8.920  2/16/2017    28.125
LEHMAN BROS HLDG     5.550  2/11/2018    28.130
LEHMAN BROS HLDG    11.000  6/22/2022    28.080
LEHMAN BROS HLDG    11.000  7/18/2022    26.500
LEHMAN BROS HLDG    11.000  8/29/2022    28.125
LEHMAN BROS HLDG    11.500  9/26/2022    28.125
LEHMAN BROS HLDG     9.500  2/27/2023    27.750
LEHMAN BROS HLDG    14.000  6/26/2023    28.125
LEHMAN BROS HLDG    18.000  7/14/2023    26.250
LEHMAN BROS INC      7.500   8/1/2026    12.500
LIFECARE HOLDING     9.250  8/15/2013    68.500
MASHANTUCKET PEQ     8.500 11/15/2015    10.300
MF GLOBAL HLDGS      6.250   8/8/2016    36.500
MF GLOBAL LTD        9.000  6/20/2038    34.750
MANNKIND CORP        3.750 12/15/2013    54.500
NCOG-CALL05/12      11.875 11/15/2014    97.402
PMI GROUP INC        6.000  9/15/2016    21.901
PMI CAPITAL I        8.309   2/1/2027     0.500
PENSON WORLDWIDE     8.000   6/1/2014    35.300
POWERWAVE TECH       3.875  10/1/2027    34.625
POWERWAVE TECH       3.875  10/1/2027    34.351
REDDY ICE CORP      13.250  11/1/2015    18.250
REAL MEX RESTAUR    14.000   1/1/2013    46.000
RESIDENTIAL CAP      6.500  4/17/2013    31.100
RESIDENTIAL CAP      6.875  6/30/2015    47.470
THORNBURG MTG        8.000  5/15/2013     9.000
THQ INC              5.000  8/15/2014    47.750
TOUSA INC            9.000   7/1/2010    21.000
TOUSA INC            9.000   7/1/2010    20.000
TRAVELPORT LLC      11.875   9/1/2016    32.250
TRAVELPORT LLC      11.875   9/1/2016    33.541
TIMES MIRROR CO      7.250   3/1/2013    41.625
TRIBUNE CO           5.250  8/15/2015    41.000
TRICO MARINE         3.000  1/15/2027     0.031
TRICO MARINE         3.000  1/15/2027     0.625
TERRESTAR NETWOR     6.500  6/15/2014    10.000
TEXAS COMP/TCEH      7.000  3/15/2013    15.000
TEXAS COMP/TCEH     10.250  11/1/2015    21.125
TEXAS COMP/TCEH     10.250  11/1/2015    23.600
TEXAS COMP/TCEH     10.250  11/1/2015    22.000
TEXAS COMP/TCEH     15.000   4/1/2021    41.000
USEC INC             3.000  10/1/2014    45.144
VENTURE HLDGS       11.000   6/1/2007     4.750
VENTURE HLDGS       12.000   6/1/2009     5.000
VERSO PAPER         11.500   7/1/2014   106.000
WESTERN EXPRESS     12.500  4/15/2015    56.000



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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not guaranteed.

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are $25 each.  For subscription information, contact Christopher
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                  *** End of Transmission ***