TCR_Public/120430.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 30, 2012, Vol. 16, No. 119

                            Headlines

24/7 FITNESS CLUB: Federal Judge Dismisses Chapter 11 Case
ADVANCED MICRO: S&P Raises Corporate Credit Rating to 'BB-'
AFA INVESTMENT: Has Until July 27 to Propose Chapter 11 Plan
AFA INVESTMENT: Schedules and Statements Due May 24
AFA INVESTMENT: Jones Day Approved as Bankruptcy Counsel

AFA INVESTMENT: Pachulski Stang OK'd as Restructuring Co-Counsel
ALION SCIENCE: M. Alber Resigns as CFO, B. Broadus Takes Over
ALIXPARTNERS LLP: S&P Puts 'BB' Corp. Credit Rating on Watch Neg
ALLY FINANCIAL: Chrysler Won't Renew; Deal Expires April 2013
ALLY FINANCIAL: Reports $310 Million Net Income in Q1

AMERICAN AIRLINES: Committee Wants to Participate in CBA Trial
AMERICAN AIRLINES: Non-Union PSAs Insist Changes Not Allowed
AMERICAN AIRLINES: Brinks Hofer Approved as Corporate Counsel
AMERICAN AXLE: Reports $50.3 Million Net Income in First Quarter
AMERICAN PATRIOT: Expects Reelection of CEO Randal to Board

AMG PATTERSON: Involuntary Chapter 11 Case Summary
ANIXTER INC: S&P Rates $350-Mil. Sr. Unsecured Notes 'BB'
APRIA HEALTHCARE: S&P Lowers Corporate Credit Rating to 'B+'
ARCAPITA BANK: Milbank Advising Official Creditors' Committee
ARCH COAL: S&P Puts 'BB-' Corp. Credit Rating on Watch Negative

ATTACHMATE CORP: S&P Affirms 'B' Corporate Credit Rating
ATTACHMATE GROUP: Moody's Affirms 'B2' CFR; Outlook Negative
AVAYA INC: Moody's Says Executive Departures No Impact on B3 CFR
B & T OLSON: Files for Chapter 11 in Seattle
BANK OF THE EASTERN SHORE: Closed; No Bank Assumes Deposits

BERNARD L. MADOFF: Liquidation Has Cost SPIC $1.3 Billion
BG'S GROUP: Case Summary & 20 Largest Unsecured Creditors
BICENT POWER: Meeting to Form Creditors' Panel on May 3
BIONOL CLEARFIELD: Ethanol Plant Sold for $9.4 Million
BUFFETS INC: Suggestion of Bankruptcy Doesn't Stay EEOC Suit

CANO PETROLEUM: Has 871 (BOE/Day) Total Net Production in March
CANO PETROLEUM: Court Approves June 12 Auction of Assets
CANO PETROLEUM: James Latimer OK'd as Chief Restructuring Officer
CANYON HOLDINGS: Can Use Lenders' Cash Collateral Until April 30
CANYON HOLDINGS: Creditor Gets Order Declaring Debtor in Default

CANYON HOLDINGS: Files Sale-Based Joint Reorganization Plan
CAPITOL INFRASTRUCTURE: Files for Chapter 11 to Sell Business
CATALENT PHARMA: S&P Rates $605M Incremental Loan 'BB-'
CDC CORP: Fending Off Dismissal by Subsidiary China.com
CELL THERAPEUTICS: Has $7.1 Million Net Loss in March

CHATHAM MILLS: Exits Bankruptcy; To Pay Bank Debt in 35 Yrs
CHESAPEAKE ENERGY: Fitch Affirms 'BB' IDR & Sr. Unsec. Debt Rating
CLARE AT WATER: Illinois Finance Wants 5th Amended Plan Modified
CLEARWIRE CORP: Incurs $181.8 Million Net Loss in First Quarter
CLEARWIRE CORP: Files Form 10-Q, Incurs $181.8MM Net Loss in Q1

CLIFFS CLUB: Moves Forward With Sale to Carlile-Led Group
COLORADO-FAYETTE: Plans to File for Chapter 11 Bankruptcy
COMMUNITY MEMORIAL: Wants to Reopen Emergency Department
CPM HOLDINGS: S&P Retains 'B+' Corp. Credit Rating; Outlook Stable
CROW PARTNERS: Deal Granting JPMorgan Chase Relief from Stay OK'd

CROWNROCK LP: S&P Raises Corp. Credit Rating to 'B-'
DELPHI CORP: DPH Files Bankruptcy Report for First Quarter
DELPHI CORP: Court Denies LAWS Director's Bid Over 1999 Spinoff
DELPHI CORP: BoNY Mellon Appeals Denial Order
DESIGNERWARE LLC: Bankruptcy Filing Halts Cyber-Spying Suit

DEWEY & LEBOEUF: Greenberg Talks End; Patton Boggs Next
DEWEY & LEBOEUF: 90 to 120-Day Extension of Bank Loan Sought
DEX MEDIA WEST: Bank Debt Trades at 36% Off in Secondary Market
DEX ONE: Reports $57.5 Million Net Income in First Quarter
DR HORTON: S&P Rates Proposed $300-Mil. Senior Notes 'BB-'

DRSK1 LLC: Case Summary & 11 Largest Unsecured Creditors
DUNE ENERGY: Amends $29.2 Million Resale Prospectus
EASTMAN KODAK: Asks for Aug. 16 Deadline to Decide on Leases
EASTMAN KODAK: Deadline to File Removal Notices Moved to Aug. 16
EASTMAN KODAK: Shutterfly Acquiring Kodak Gallery for $23.8-Mil.

EASTMAN KODAK: Seeks Nod of New ORIC Policy Terms
EASTMAN KODAK: Proposes to Assume Pacts With Hitchcock, OAI
EASTMAN KODAK: 1st Quarter Results Show Improvement
ELEPHANT TALK: Files Form S-3, Registers 7.5MM Common Shares
EMMIS COMMUNICATIONS: Enters Into NY 98.7FM Programming Deal

ENEA SQUARE: Reorganization Case Converted to Chapter 7
ETHAN ALLEN: Case Summary & 9 Largest Unsecured Creditors
FEDERAL-MOGUL: Calif. Court Rules in Bankhead v. Pneumo Abex
FGIC CORP: Court Enters Plan Confirmation Order
FILENE'S BASEMENT: Committee Says Creditors Should Be Paid in Full

FRANCISCAN COMMUNITIES: Wins Court OK of $18.8-Mil. Sale
FRANNCY HOLDINGS: Marshfield Offers $2.75 Million at Auction
FUSION TELECOMMUNICATIONS: Has $15MM Investment from Private Funds
GARLOCK SEALING: December Hearing on Mesothelioma Claims
GENESCO INC: S&P Hikes Corp. Credit Rating to 'BB'; Outlook Stable

GEORGIA GULF: S&P Ups Corp. Credit Rating to 'BB-'; on Watch Pos
GIBSON ENERGY: Moody's Upgrades CFR to 'Ba3'; Outlook Stable
GMX RESOURCES: To Swap $4.7MM Conv. Notes for 2.7MM Common Shares
GRAND BEAR LODGE: Court Approves Plan of Reorganization
GREENWAY 37: Voluntary Chapter 11 Case Summary

HALE MOKU: Case Summary & 3 Largest Unsecured Creditors
HAMPTON ROADS: To Relocate Corporate Offices to Virginia Beach
HARBOR FREIGHT: S&P Rates Proposed $1-Bil. Term Loan 'B+'
HARVEST BANK OF MARYLAND: Closed; Sonabank Assumes All Deposits
HAWKER BEECHCRAFT: Suspending Filing of Reports with SEC

HAWKER BEECHCRAFT: Bank Debt Trades at 36% Off in Secondary Market
HAYDEL PROPERTIES: Has Access to People's Bank's Cash Collateral
HAYDEL PROPERTIES: Court Approves Christy Pickering as Accountant
HAYDEL PROPERTIES: Files Schedules of Assets and Liabilities
HAYDEL PROPERTIES: May 17 Hearing Set for BancorpSouth Lift Stay

HAZRO ENTERPRISES: Case Summary & 10 Largest Unsecured Creditors
HCA HOLDINGS: Extends Maturity of A-1 & B-1 Term Loans to 2016
HEARTHSTONE HOMES: To Sell Off Assets on Piecemeal Basis
HERCULES OFFSHORE: Incurs $38.3 Million Net Loss in First Quarter
HERCULES OFFSHORE: DOJ Completes FCPA Inquiry, Takes No Action

IMAGEWARE SYSTEMS: Amends Form S-1 for 44.1-Mil. Shares Offering
INDIANAPOLIS DOWNS: Files Plan for Sale or Debt Swap
INERGY LP: Moody's Affirms 'Ba2' CFR; Outlook Developing
INFUSYSTEM HOLDINGS: Deal With Investors Changes Leadership
INFUSYSTEM HOLDINGS: Names Ryan Morris as Executive Chairman

INFUSYSTEM HOLDINGS: Signs Fifth Amendment to BOA Credit Pact
INNER CITY MEDIA: Lender Selling Station in South Carolina
INTELSAT SA: Amends Tender Offers, Posts Early Offer Results
INTELSAT SA: Unit Issues $1.2 Billion of 7-1/4% Senior Notes
INTERBANK FSB: Closed; Great Southern Bank Assumes All Deposits

INTERLEUKIN GENETICS: Extends President's Contract Until Nov. 30
INTERNATIONAL MEDIA: Lease Decision Period Extended Until Aug. 6
ISTAR FINANCIAL: Swings to $46 Million Net Loss in First Quarter
JACKSON HEWITT: Court Nixes National Tax Network's Counterclaims
JATCO INCORPORATED: Case Summary & 20 Largest Unsecured Creditors

JEFFERIES GROUP: Moody's Issues Summary Credit Opinion
KERSKI ASSOCIATES: Case Summary & 4 Largest Unsecured Creditors
KURRANT MOBILE: To Reduce Authorized Common Shares to 15 Billion
LAM RESEARCH: S&P Raises Ratings From 'BB+'; Outlook Positive
LANTHEUS MEDICAL: Moody's Cuts Corporate Family Rating to 'Caa2'

LARSON LAND: Owner Stopped From Cash Use; Trustee Takes Over
LAW ENFORCEMENT ASSOC: To Liquidate Assets Under Chapter 7
LEFKARA GROUP: Involuntary Chapter 11 Case Summary
LEHMAN BROTHERS: LVH Says Notes Investors Have Poor Recovery
LEVI STRAUSS: Has $385MM Purchase Agreement with Merrill Lynch

LIGHTSQUARED INC: Some Lenders Want Falcone to Step Aside
LODGENET INTERACTIVE: Incurs $2.1-Mil. Net Loss in First Quarter
LODGENET INTERACTIVE: Mast Capital Discloses 7.8% Equity Stake
LOUISVILLE ORCHESTRA: Musicians Reach New Deal With Management
MAUI LAND: Six Directors Elected at Annual Meeting

MCCLATCHY CO: Incurs $2.1 Million Net Loss in First Quarter
MECHEL OAO: Gets OK on Waivers and Amendments to Credit Facilities
MOMENTIVE PERFORMANCE: Expects to Record $595-Mil. Sales in Q1
MOMENTIVE SPECIALTY: Expects to Report $1.2 Billion Sales in Q1
MONEYGRAM INT'L: Reports $10.3-Mil. Net Income in First Quarter

MONTANA ELECTRIC: Yellowstone's Bid to Resume Lawsuit Set Aside
MOOD MEDIA: Moody's Affirms 'B2' CFR; Outlook Positive
MOUNTAIN PROPERTY: Case Summary & 4 Largest Unsecured Creditors
MOUNTAIN PROVINCE: Shareholders OK Kennady Diamonds Spin-Out
MUSCLEPHARM CORP: Board OKs 100-Mil. Shares Repurchase Program

NASDAQ OMX: Moody's Issues Summary Credit Opinion
NEONODE INC: Common Stock to Trade on NASDAQ Starting May 1
NET ELEMENT: Mike Zoi's Equity Stake Increased to 93.3%
NET ELEMENT: Rakishev Can No Longer Join Equity-Based Financing
NEWPAGE CORP: Creditors Must Sue Lenders by May 4

NEWPAGE CORP: Economic Woes Halt Plans to Build Refinery
NEXSTAR BROADCASTING: Moody's Affirms 'B3' CFR; Outlook Positive
PACIFIC MONARCH: Approved Sale Still Not Completed
PALM DESERT NB: Closed; Pacific Premier Bank Assumes All Deposits
PISTOL PETE'S: To Auction Off Restaurant at Bankruptcy

PITTSBURGH CORNING: Corning Inc. Has $462MM Net Income in Q1
PLANTATION FB: Closed; First Federal Bank Assumes All Deposits
POST PROPERTIES: S&P Affirms 'BB' Rating on Preferred Stock
QUANTUM FUEL: Unit Buys New Wind Farm in Ontario
REDDY ICE: Kessler Says $1MM Class Settlement in Bankr. Court

RENEGADE HOLDINGS: Auction of Chinqua Penn Assets Nets $2MM+
REPUBLIC MORTGAGE: Under Supervision From NC Dept. of Insurance
REVLON CONSUMER: Reports $10 Million Net Income in First Quarter
REVLON INC: Reports $8.5 Million Net Income in First Quarter
RIVER ROAD: High Court Focuses on "Indubitable Equivalence"

RYLAND GROUP: Incurs $5.1 Million Net Loss in First Quarter
RYLAND GROUP: Seven Directors Elected at Annual Meeting
SABRE HOLDINGS: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
SEALY CORP: H Partners Wants KKR-Affiliated Directors Replaced
SOLAR TRUST: Mason Capital, Not NextEra, is the DIP Lender

SOLYNDRA LLC: Court Extends Solicitation Period Until Sept. 23
SPANISH TRAIL: Resolves Chapter 11 Case by Ceding Ownership
SUBURBAN PROPANE: Moody's Affirms 'Ba2' CFR; Outlook Negative
TALON THERAPEUTICS: Amends 4.1 Million Resale Prospectus
TELKONET INC: Tim Ledwick Appointed to Board of Directors

TENET HEALTHCARE: Buys Back $299-Mil. of Conv. Preferred Stock
TENET HEALTHCARE: Moody's Rates $141MM Senior Secured Notes 'B1'
THERMON INDUSTRIES: S&P Retains 'B+' Corporate Credit Rating
TOPS HOLDING: S&P Ups Corp. Credit Rating to 'B+'; Outlook Stable
TRIBUNE CO: Bank Debt Trades at 32% Off in Secondary Market

TRIDENT MICROSYSTEMS: Three Directors Resign from Board
TXU CORP: Bank Debt Trades at 44% Off in Secondary Market
UNITED STATES OIL: CEO Alex Tawse Resigns; James Crimi Takes Over
US FIDELIS: Committee Can Hire GCG as Claims and Notice Agent
USEC INC: Ten Directors Elected at Annual Meeting

UTSTARCOM HOLDINGS: Swings to $11.7 Million Net Income in 2011
VERSO PAPER: Moody's Says Debt Exchange Offer to Hit 'B1' Rating
VIASPACE INC: Director Paul Kim Resigns for Personal Reasons
W.R. GRACE: Hikes Net Income to $60.9MM in Q1 2012
W.R. GRACE: Has $19.5-Mil. Settlement of Libby Claimants Disputes

W.R. GRACE: May 1 Hearing on Garlock Plea for Plan Rehearing
W.R. GRACE: Has Confidential Settlement of Locke Claim
W.R. GRACE: Pachulski Discloses Tie-Ups With Kirkland
WESTMORELAND COAL: Offering $50 Million Common Shares

* Moody's Says US Cable Industry EBITDA Growth to Decelerate
* S&P's 2012 Global Corporate Default Tally Rises to 29
* Disregard for IRS Regulations Not Fatal for Exemption
* Five Bank Failures Bring Year's Tally to 22

* New Research Paper Calls for 'Repo Resolution Authority'

* Matthew Ertman Winner of the M&A Advisor's Recognition Awards

* BOND PRICING -- For Week From April 16 to 20, 2012



                            *********

24/7 FITNESS CLUB: Federal Judge Dismisses Chapter 11 Case
----------------------------------------------------------
Tyrone Richardson at the Morning Call reports that a federal judge
has dismissed Lehigh Valley Racquet and 24/7 Fitness Clubs'
Chapter 11 bankruptcy case.

According to the report, the regional fitness chain with locations
in Bethlehem, Trexlertown and South Whitehall Township, Pa., filed
a motion for dismissal after reaching a resolution with its
largest creditor, Nova Bank of Philadelphia, earlier this month.

The report notes, as part of the resolution with Nova Bank, 24/7
Fitness' founder, John F. Brinson, has agreed to resign as CEO on
April 24, turning over the position to Doug Cash, a fitness club
consultant based in Chicago, who has been working with 24/7
Fitness Clubs for three years.  Mr. Brinson will remain board
chairman.

The report relates Nova Bank filed a motion this week objecting to
the case's dismissal until 24/7 Fitness could negotiate a lower
rent for its Trexlertown facility, according to court documents.
The bank argued that the club "cannot generate positive cash flow
or otherwise operate successfully under the existing lease terms."

Jeffrey Kurtzman, a Philadelphia attorney for Nova Bank, withdrew
the motion on April 26, saying the bank is confident Mr. Cash will
be able to negotiate better lease terms.

Lehigh Valley Racquet and 24/7 Fitness Clubs filed for Chapter 11
bankruptcy on March 5, citing about $12 million in debt, including
a roughly $8.6 million mortgage to Nova Bank.


ADVANCED MICRO: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit and
senior unsecured issue ratings on Sunnyvale, Calif.-based Advanced
Micro Devices Inc. (AMD) to 'BB-' from 'B+'. "At the same time, we
removed the ratings from CreditWatch, where they were placed with
positive implications on Jan. 31, 2012. The rating outlook is
stable," S&P said.

"The upgrade reflects AMD's improved financial profile, along with
an improved business risk profile," said Standard & Poor's credit
analyst John D. Moore. "It also reflects the company's prospects
for further revenue, earnings, and market share stability, given
improved execution of wafer supply from GLOBALFOUNDRIES (GF),
recent contractual amendments with GF, and AMD's commitment to
ample product development spending."

"AMD maintains a simple capital structure, composed of a modest
amount of capital leases (about $30 million outstanding at
March 31, 2012) and about $2.1 billion of senior unsecured notes,
due between 2012 and 2020, including two senior unsecured
convertible note tranches. We rate AMD's senior unsecured notes at
'BB-' (the same as the corporate credit rating) with a recovery
rating of '3', indicating average (30%-50%) of recovery in the
event of a payment default," S&P said.

"The 'BB-' corporate credit rating on AMD reflects the company's
'weak' business risk profile, characterized by intense competition
from Intel Corp. and the threat of competition from ARM-based (a
type of computing instruction set) competitors, partly offset by
AMD's 'significant' financial risk profile, with considerable
support provided by its lightly leveraged balance sheet and
'adequate' liquidity. Our assessment of the company's business
risk profile also incorporates AMD's commitment to R&D spending,
which we expect will continue to represent about 22% of revenue,"
S&P said.

"The outlook is stable. We expect AMD's financial profile to
offset ongoing and considerable business risk. A rating downgrade
could result from a number of developments, including sharply
lower demand, erosion of market share, or weaker manufacturing
execution. Any of these scenarios could weaken the financial
profile that supports the rating. Specifically, we would consider
a lower rating if liquidity fell below $1 billion or if leverage
was on a trajectory to exceed 3x," S&P said.

"We would consider a higher rating once AMD builds a track record
of stable to growing market share and earnings have been well
established, leading us to conclude the leverage could remain over
time at or below 2x. Given AMD's competitive and cyclical
operating environment, an upgrade is unlikely over at least the
next 12 to 18 months," S&P said.


AFA INVESTMENT: Has Until July 27 to Propose Chapter 11 Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
AFA Investment Inc., et al.'s exclusive periods to file and
solicit acceptances for the proposed Chapter 11 Plan until
July 27, 2012, and Sept. 25, respectively.

                         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.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. 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.  McDonald Hopkins LLC and Potter Anderson &
Corroon LLP represents the Committee.


AFA INVESTMENT: Schedules and Statements Due May 24
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until May 24, 2012, AFA Investment Inc., et al.'s time to file
their schedules and statements of financial affairs.

The Court was advised that the Debtors and the Official Committee
of Unsecured Creditors had resolved the Committee's limited
objection.

Previously, the Committee has asked that the Court to deny the
Debtors' request for a June 1 schedules filing extension, and
extend the schedules filing only until May 17.

According to the Committee, it has a deadline of June 11, 2012, to
complete its investigation of the prepetition secured lenders'
liens.  The Committee added that the Debtors' proposed time frame
to file the schedules and statements does not provide the
Committee with sufficient time to properly review the schedules
and statements and to complete its lien investigation.

                        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.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. 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.  McDonald Hopkins LLC and Potter Anderson &
Corroon LLP represents the Committee.


AFA INVESTMENT: Jones Day Approved as Bankruptcy Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
AFA Investment Inc., et al., to employ Jones Day as counsel.

As reported in the Troubled Company Reporter on April 19, 2012,
the Debtors will pay the firm based on these hourly rates:

          Jeffrey B. Eliman, partner            $800
          Tobias S. Keller, partner             $775
          Robert A. Trodella, partner           $725
          Aaron L. Agenbroad, partner           $700
          John E. Mazey, partner                $650
          Brett J. Berlin, of counsel           $625
          Timothy W. Hoffmann, associate        $625
          Daniel J. Merrett, associate          $475
          Dara R. Levinson, associate           $400
          Nicholas C. Bowen, paralegal          $225

Tobias S. Keller, a partner in Jones Day, assured the Court that
Jones Day is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.

                         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.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. 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.  McDonald Hopkins LLC and Potter Anderson &
Corroon LLP represents the Committee.


AFA INVESTMENT: Pachulski Stang OK'd as Restructuring Co-Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
AFA Investment Inc., et al., to employ Pachulski Stang Ziehl &
Jones LLP as restructuring co-counsel.

As reported in the Troubled Company Reporter on April 19, 2012,
the principal attorneys and paralegals designated to represent the
Debtors and their standard hourly rates are:

         Laura Davis Jones                  $955
         Timothy P. Cairns                  $525
         Peter J. Keane                     $395
         Monica Molitor                     $275

Prepetition, PSZ&J has received payments in the amount of $109,414
including the Debtors aggregate filing fees for these cases, in
connection with its prepetition representation of the Debtors.
PSZ&J is current as of the Petition Date, but has not yet
completed a final reconciliation of its prepetition fees
and expenses.  Upon final reconciliation of the amount actually
expended prepetition, any balance remaining from the prepetition
payments to the firm will be credited to the Debtors and utilized
as PSZ&J's retainer to apply to postpetition fees and expenses
pursuant to the compensation procedures approved by this Court in
accordance with the Bankruptcy Code.

To the best of the Debtors' knowledge, PSZ&J is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         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.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.

Roberta A. DeAngelis, U.S. 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.  McDonald Hopkins LLC and Potter Anderson &
Corroon LLP represents the Committee.


ALION SCIENCE: M. Alber Resigns as CFO, B. Broadus Takes Over
-------------------------------------------------------------
Michael J. Alber, chief financial officer and a named executive
officer of Alion Science and Technology Corporation, has resigned
from his positions as Senior Vice President and Chief Financial
Officer of the Registrant effective April 23, 2012, to join a
large, publicly-traded company.

Effective April 23, 2012, Barry M. Broadus has been named (Acting)
Chief Financial Officer of the Company.  Mr. Broadus has served as
Alion's Corporate Vice President, Director of Financial Planning,
Analysis & Reporting since joining Alion in September 2008.

Mr. Broadus, age 52, brings over 25 years of progressive business
and financial management experience with technology-based
companies providing products and services to the Federal
Government and commercial marketplace.  In his previous position
as Alion's Corporate Vice President, Director of Financial
Planning, Analysis and Reporting, he was responsible for Alion's
financial management reporting and systems, budgeting, planning,
and forecasting functions.  His most significant activities at
Alion have been assisting in the preparation for and executing the
Company's 2010 bond offering and new credit facility, implementing
new financial planning processes and tools, enhancing compliance
programs, and implementing a number of new business process
improvement initiatives for greater efficiency and effectiveness.

Prior to joining Alion, from November 2004 to September 2008 Mr.
Broadus served as Vice President and Business Unit Controller at
Science Applications International Corporation where he was
responsible for the financial oversight of the Energy, Environment
& Infrastructure Business Unit.

Prior to SAIC, from September 2000 to July 2004 he was the Chief
Financial Officer for Brainbench, Inc.  Prior to Brainbench, he
served for 12 years at EDS, as the Military Systems Business Unit
Controller.  He also worked for Andersen Consulting.  In his
earlier career, he was an Officer in the U.S. Army from 1982 to
1985.

Mr. Broadus received a Bachelor of Science in Accounting from the
University of Alabama and his Certified Public Accountant (CPA)
certification from the Commonwealth of Virginia.

In connection with his new role, Mr. Broadus will receive a
promotion bonus of $25,000 and his salary will be increased to
$279,898.

                        About Alion Science

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

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

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

                            *     *     *

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

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

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


ALIXPARTNERS LLP: S&P Puts 'BB' Corp. Credit Rating on Watch Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating for Southfield, Mich.-based AlixPartners LLP, along
with its 'BB' issue-level rating on the company's senior secured
debt, on CreditWatch with negative implications.

"The CreditWatch placement is based on AlixPartners' agreement to
sell a majority interest to CVC Capital Partners as part of a
recapitalization. The company expects to close the transaction in
the summer and did not disclose the terms. We are concerned that
the recapitalization will likely increase debt leverage and impair
credit quality. Following the transaction, AlixPartners' 125
managing directors and Jay Alix (the founder) are expected to
maintain their sizable minority stake in the company. In the
fourth quarter of 2011, year-over-year revenue and EBITDA growth
were fairly healthy, at 4% and 12%, respectively, with a higher
average billing rate more than offsetting a slight deterioration
in average consultant utilization. At the end of 2011, debt
leverage was 3x, down moderately from 3.4x at the end of 2010,"
S&P said.

"We will resolve the CreditWatch listing after discussions with
the management on their financial policy and capital structure
following the recapitalization and our evaluation of the credit
impact," S&P said.


ALLY FINANCIAL: Chrysler Won't Renew; Deal Expires April 2013
-------------------------------------------------------------
Ally Financial Inc. is currently party to an agreement with
Chrysler Group LLC, pursuant to which Chrysler is obligated to
provide Ally with exclusivity privileges related to certain of its
retail financing subvention programs.  The agreement extends
through April 30, 2013, and would automatically extend through
April 30, 2014, unless Chrysler notifies Ally of nonrenewal on or
before April 30, 2012, in which case, the agreement would expire
on April 30, 2013.  On April 25, 2012, Chrysler provided Ally with
notification of nonrenewal, and as a result the agreement will
expire on April 30, 2013.

Ally competes in the marketplace for all other parts of the
business with Chrysler dealers such as wholesale financing,
standard rate consumer financing and leasing.  Chrysler and Ally
continue to have constructive discussions about the future
relationship.  Ally expects to continue to play a significant role
with Chrysler dealers in the future as the dealer is Ally's direct
customer for the majority of business that is conducted.  In the
first quarter of 2012, the Chrysler subvented business accounted
for approximately 5% of Ally's total U.S. consumer originations
and comprised approximately 3% of Ally's earning asset base at
March 31, 2012.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally has tapped Goldman Sachs Group Inc. and Citigroup Inc. to
advise on a range of issues, including strategic alternatives for
the mortgage business and repayment of taxpayer funds.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$184.05 billion in total assets, $164.68 billion in total
liabilities, and $19.37 billion in total equity.

                             ResCap

Residential Capital, LLC, one of the Company's mortgage
subsidiaries, continues to be negatively impacted by the events
and conditions in the mortgage banking industry and the broader
economy that began in 2007.  Market deterioration has led to fewer
sources of, and significantly reduced levels of, liquidity
available to finance ResCap's operations.  During the fourth
quarter of 2011, ResCap recorded a charge of $212 million for
penalties imposed by certain of the Company's regulators and other
governmental agencies in connection with mortgage foreclosure-
related matters.

ResCap remains heavily dependent on Ally and its affiliates for
funding and capital support, and there can be no assurance that
Ally or its affiliates will continue those actions or that Ally
will choose to execute any further strategic transactions with
respect to ResCap or that any transactions undertaken will be
successful.  Consequently, there remains substantial doubt about
ResCap's ability to continue as a going concern.  Should Ally no
longer continue to support the capital or liquidity needs of
ResCap or should ResCap be unable to successfully execute other
initiatives, it would have a material adverse effect on ResCap's
business, results of operations, and financial position.

Ally has extensive financing and hedging arrangements with ResCap
that could be at risk of nonpayment if ResCap were to file for
bankruptcy.  At Dec. 31, 2011, Ally had $2.6 billion in funding
arrangements with ResCap.  This amount included $1.0 billion of
senior secured credit facilities, which were fully drawn at
Dec. 31, 2011.  This amount further included a $1.6 billion line
of credit consisting of $1.1 billion in secured capacity, of which
$235 million was drawn, and $500 million of unsecured capacity.
The unsecured portion is only available after the secured portion
has been fully drawn.

                         *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.

The downgrade primarily reflects deteriorating operating trends in
ResCap, which has continued to be a drag on Ally's consolidated
credit profile, as well as exposure to contingent mortgage-related
rep and warranty and litigation issues tied to ResCap, which could
potentially impact Ally's capital and liquidity levels.


ALLY FINANCIAL: Reports $310 Million Net Income in Q1
-----------------------------------------------------
Ally Financial Inc. reported net income of $310 million for the
first quarter of 2012, compared to a net loss of $206 million in
the prior quarter and net income of $146 million for the first
quarter of 2011.

"Ally's auto finance business posted strong and steady results for
the quarter, and we are encouraged by the diversification we have
been able to achieve with our product mix and dealer customers,"
said Ally Chief Executive Officer Michael A. Carpenter.  "The
business continues to see earning asset growth even amid one of
the most competitive periods for auto financing assets."

Carpenter continued, "The Ally Bank franchise is gaining momentum
in the marketplace, and we crossed a key threshold of exceeding
one million customer accounts in the first quarter, which is an
increase of about 30 percent year-over-year.

"Our objective with respect to the mortgage business is unchanged.
We continue to have a keen focus on taking steps to reduce risk in
that business, while protecting the remaining Ally franchises and
enabling them to thrive," said Carpenter.  "This will be critical
toward our longer-term efforts to maximize value for our
shareholders and continue to repay the U.S. Treasury's investment
in full."

Ally's consolidated cash and cash equivalents were $13.1 billion
as of March 31, 2012, compared to $13.0 billion at Dec. 31, 2011.

Ally Financial's balance sheet at March 31, 2012, showed $186.35
billion in total assets, $166.68 billion in total liabilities and
$19.66 billion in total equity.

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

                        http://is.gd/P51b8M

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally has tapped Goldman Sachs Group Inc. and Citigroup Inc. to
advise on a range of issues, including strategic alternatives for
the mortgage business and repayment of taxpayer funds.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.

                             ResCap

Residential Capital, LLC, one of the Company's mortgage
subsidiaries, continues to be negatively impacted by the events
and conditions in the mortgage banking industry and the broader
economy that began in 2007.  Market deterioration has led to fewer
sources of, and significantly reduced levels of, liquidity
available to finance ResCap's operations.  During the fourth
quarter of 2011, ResCap recorded a charge of $212 million for
penalties imposed by certain of the Company's regulators and other
governmental agencies in connection with mortgage foreclosure-
related matters.

ResCap remains heavily dependent on Ally and its affiliates for
funding and capital support, and there can be no assurance that
Ally or its affiliates will continue those actions or that Ally
will choose to execute any further strategic transactions with
respect to ResCap or that any transactions undertaken will be
successful.  Consequently, there remains substantial doubt about
ResCap's ability to continue as a going concern.  Should Ally no
longer continue to support the capital or liquidity needs of
ResCap or should ResCap be unable to successfully execute other
initiatives, it would have a material adverse effect on ResCap's
business, results of operations, and financial position.

Ally has extensive financing and hedging arrangements with ResCap
that could be at risk of nonpayment if ResCap were to file for
bankruptcy.  At Dec. 31, 2011, Ally had $2.6 billion in funding
arrangements with ResCap.  This amount included $1.0 billion of
senior secured credit facilities, which were fully drawn at
Dec. 31, 2011.  This amount further included a $1.6 billion line
of credit consisting of $1.1 billion in secured capacity, of which
$235 million was drawn, and $500 million of unsecured capacity.
The unsecured portion is only available after the secured portion
has been fully drawn.

                         *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.

The downgrade primarily reflects deteriorating operating trends in
ResCap, which has continued to be a drag on Ally's consolidated
credit profile, as well as exposure to contingent mortgage-related
rep and warranty and litigation issues tied to ResCap, which could
potentially impact Ally's capital and liquidity levels.


AMERICAN AIRLINES: Committee Wants to Participate in CBA Trial
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in AMR
Corp.'s Chapter 11 case insists that it has broad standing to
appear and be heard on any issue in AMR's Chapter 11 cases,
including the trial involving the Debtors' proposal to reject
collective bargaining agreements under Section 1113 of the
Bankruptcy Code.

The Transport Workers Union of America's request to exclude the
Creditors' Committee from participating in the Sec. 1113 trial
"can only be understood as a tactical effort in the context of a
Section 1113 contested hearing to further the self-interest of a
labor organization," counsel to the Creditors' Committee, John
Wm. Butler, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Chicago, Illinois, asserts.

Mr. Butler relates that the Creditors' Committee duly formed the
labor subcommittee in January to deal with the Debtors' Sec. 1113
process.  The Creditors' Committee determined that it was not
appropriate for its labor organization members to serve on the
Labor Subcommittee.  On April 19, the Labor Subcommittee reported
to the full Creditors' Committee that it had authorized the
Creditors' Committee's counsel to participate at the Sec. 1113
trial generally in support of the Debtors' efforts to reject the
CBAs.  Notably, the TWU filed its motion to exclude the Creditors'
Committee a day after the Labor Committee's decision, he states.
He further contends that the Creditors' Committee's role as a
participant in the Section 1113 trial has been no secret.  The
April 2, 2012 pre-trial scheduling order, which was agreed to by
the TWU, specifically identified the Creditors' Committee as a
Section 1113 party, he adds.

In support of the Creditors' Committee's response, William
Derrough, managing director of Moelis & Company LLC, relates that
in the course of its deliberations, the Labor Subcommittee has
met with only three outside parties: the Debtors and two labor
organizations who are members of the Creditors' Committee.
Neither Moelis nor the Creditors' Committee's financial advisor
has presented materials separately to the Labor Subcommittee, he
states.

                           Bev Goulet

Reuters reports that four witnesses, including AMR restructuring
head Bev Goulet have testified before the Court with respect to
proposed rejection of the CBAs.

After the hearing, the company and its unions are given two weeks
to negotiate consensual deals, Reuters noted.  The Transport
Workers Unions, which represents 26,000 ground workers at AMR,
plans to send the business plan to its members for a vote,
according to Reuters' sources.

If no new deals have been reached within the two-week period, the
unions will present their case in May, said the report.  Judge
Lane is expected to issue a ruling in June.

Still, both sides must ultimately attempt to reach consensual
deals, Reuters noted.  If granted, the unilateral terms would be
imposed in the interim, the report added.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Non-Union PSAs Insist Changes Not Allowed
------------------------------------------------------------
AMR Corp. and its affiliates have opposed a motion by the Ad Hoc
Committee of Passenger Service Agreements to enjoin the Debtors
from making unilateral changes in the terms and conditions of
employment of their non-union passenger service agents.

As reported in the April 4, 2012 edition of the Troubled Company
Reporter, Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP,
in New York, counsel to the Debtors, noted, among other things,
that  the Railway Labor Act does not require a carrier to maintain
the status quo in terms and conditions of employment in the
absence of an initial CBA or a subsequently operative CBA, neither
of which exists in the AMR case.

Counsel to the Ad Hoc Committee of Passenger Service Agents,
Thomas M. Kennedy, Esq., at Kennedy, Jennik & Murray, P.C., in
New York, asserts that the case law cited by the Debtors
permitting unilateral changes in employment conditions before the
adoption of a collective bargaining agreement are all outside the
context of Chapter 11.  He argues that those cases occurred
outside of the Chapter 11 context when an employer like American
as defined under the Railway Labor Act has unlimited rights to
establish conditions of labor.  There is no dispute that the more
general RLA principle that an employer can make unilateral
changes in its conditions of employment before a collective
bargaining agreement is reached is controlled by Section 1113 of
the Bankruptcy Code once a Chapter 11 proceeding has begun, he
points out.

More importantly, the PSAs maintain that there is no compelling
justification for changes to the terms and conditions set
unilaterally by the Debtors.  Indeed, the group believes that
American's announcement of changing the employment terms is
precisely to retaliate against employees for seeking union
representation and to discourage employees from supporting the
the Communication Workers of American, AFL-CIO, which filed a
petition for union representation.  "It is hardly inequitable to
prevent American from loading further concessions on the backs of
the PSAs while their petition for union representation is
pending," he tells the Court.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Brinks Hofer Approved as Corporate Counsel
-------------------------------------------------------------
AMR Corp. and its affiliates obtained the Bankruptcy Court's
permission to employ Brinks Hofer Gilson & Lione as their
corporate counsel, nunc pro tunc to the Petition Date.

No objections were filed to the application.

Brinks Hofer has served as counsel for the Debtors on a variety
of matters since 2005.  Brinks Hofer's duties have included
assisting the Debtors with intellectual property law matters,
including patent, trademark, copyright, and trade secret matters,
including:

  (a) trademark clearance and filing activities including
      trademark and service mark applications and maintenance of
      registrations in the U.S. Patent and Trademark Office and
      oversight of the worldwide procurement and maintenance of
      all trademarks and service marks involving the Debtors;

  (b) opposition and cancellation proceedings before the U.S.
      Patent and Trademark Office and oversight of worldwide
      opposition and cancellation proceedings, as well as other
      domestic and international trademark enforcement actions
      and adversarial court proceedings involving the
      enforcement or defense of registered or common law
      trademarks or service marks of the Debtors, including any
      appeals related thereto, to the extent not stayed by the
      Debtors' Chapter 11 cases;

  (c) intellectual property opinion and procurement activities,
      including domestic and international trademark and service
      mark renewals and payment of annuities to maintain current
      trademark and service mark registrations;

  (d) negotiation and drafting of contracts and licenses
      involving intellectual property rights and settlement of
      adversarial proceedings involving same;

  (e) continuing negotiations related to the attempted
      resolution of trademark and related disputes, and

  (f) other matters as may arise in connection with those
      services.

Brinks Hofer was authorized to continue representing the Debtors
under the OCP Order.  However, Brinks Hofer's postpetition fees
and expenses have exceeded the $50,000 monthly cap under the OCP
Order.  The Debtors have determined that Brinks Hofer is likely
to continue billing in amounts exceeding the cap imposed by the
OCP Order by an estimated $40,000 per month.  Accordingly, the
Debtors are seeking permission to employ Brinks Hofer as special
counsel under Section 327(e) of the Bankruptcy Code.

Brinks Hofer's professionals will charge for their services on an
hourly basis.  Brinks Hofer's current standard hourly rates range
from: $650 to $435 for shareholders, $385 to $230 for associates,
and $210 to $110 for paraprofessionals.  Brinks Hofer also
intends to seek reimbursement for reasonable expenses incurred.

Bradley G. Lane, Esq., shareholder at Brinks Hofer Gilson &
Lione, in Chicago, Illinois -- blane@brinkshofer.com -- discloses
that his firm currently represents or has represented certain
parties-in-interest in matters unrelated to the Debtors, a
schedule of which is available for free at:

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

Mr. Lane further discloses that as of the Petition Date, Brinks
Hofer holds a prepetition claim for approximately $151,051 for
services rendered to the Debtors.

Notwithstanding those disclosures, Mr. Lane maintains that Brinks
Hofer is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AXLE: Reports $50.3 Million Net Income in First Quarter
----------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $50.30 million on $751.50 million of
net sales for the three months ended March 31, 2012, compared with
net income of $36.60 million on $645.60 million of net sales for
the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $2.50
billion in total assets, $2.87 billion in total liabilities and a
$376.40 million total stockholders' deficit.

"AAM achieved solid financial results in the first quarter of
2012, with strong sales growth driving higher earnings.  These
results reflect the favorable impact of increased production
volumes across many of our major product programs and sustained
improvements in capacity utilization," said AAM's Co-Founder,
Chairman of the Board and Chief Executive Officer, Richard E.
Dauch.  "During 2012 and continuing through the year 2013, AAM is
energized to support numerous new global product and process
launches, many of which feature exciting new advanced driveline
technologies and enhance the diversification of our customer base,
product profile and global market concentrations."

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

                        http://is.gd/7IlDmQ

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  AXL has financial support from GM, its
largest customer which accounted for 78% of sales in 2009.

                           *     *     *

In June 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on American Axle & Manufacturing Holdings
Inc. to 'BB-' from 'B+'.  The outlook is stable.  "At the same
time, we raised our issue-level ratings on the company's senior
secured debt to 'BB' from 'BB-' and on the unsecured debt to 'B'
from 'B-'.  All the recovery ratings on the debt remain
unchanged," S&P stated.  "The upgrade reflects our opinion that
American Axle's credit measures will improve further over the next
12 months under the gradual recovery in North American auto
demand, and that the company's leverage will decline to 3.5x,"
said Standard & Poor's credit analyst Lawrence Orlowski.

As reported by the TCR on June 3, 2011, Moody's Investors Service
raised American Axle's Corporate Family Rating and Probability of
Default Rating to 'B1' from 'B2'.  The raising of American Axle's
CFR to B1 incorporates Moody's expectation that the company's
improved year-over-year EBIT margin will largely be sustained over
intermediate-term despite potential temporary automotive
production disruptions and high gasoline prices.


AMERICAN PATRIOT: Expects Reelection of CEO Randal to Board
-----------------------------------------------------------
The appointment of James Randal Hall as a member of the Board of
Directors of American Patriot Financial Group, Inc., was approved
by the Company's regulators on July 28, 2011.  Under Tennessee
law, Mr. Hall's term as a director of the Company will expire at
the Company's next Annual Meeting of Shareholders expected to be
held in July 2012, and the Company expects the Board will nominate
Mr. Hall for election to the Board at the Annual Meeting in the
class of directors with a term to expire at the Company's Annual
Meeting of Shareholders to be held in 2014.

Mr. Hall has served as the Chief Executive Officer and President
of the Company and American Patriot Bank, a wholly-owned
subsidiary of the Company, since June 2011.  Prior to that time,
he served as the Bank's Senior Vice President -- Senior Lender and
Chief Credit Officer since August 2010.  Before coming to the
Bank, he served as Senior Vice President -- Lending, Chief Lending
Officer with Clayton Bank and Trust in Knoxville, Tennessee from
May 2008 to August 2010 and Senior Vice President of Commercial
Lending with Citizens Bank in Morristown, Tennessee from December
2001 to May 2008.  The Board believes that Mr. Hall's extensive
banking experience and his experience managing the day to day
operations of the Company's business as the Company's and the
Bank's Chief Executive Officer provide the Board with knowledge
and insight into the Company's operations and make him a valuable
member of the Board.

                      About American Patriot

Based in Greenville, Tenn., American Patriot Financial Group, Inc.
is a one-bank holding company formed as a Tennessee corporation to
own the shares of American Patriot Bank.  The Bank is the only
subsidiary of the Corporation.

American Patriot Bank commenced operations as a state chartered
bank on July 9, 2001.  The Bank had total assets of roughly
$118 million at Dec. 31, 2009.  The Bank is not a member of
the Federal Reserve System.

The Bank's customer base consists primarily of small to medium-
sized business retailers, manufacturers, distributors, land
developers, contractors, professionals, service businesses and
local residents.

On Aug. 18, 2010, the Company received from the Federal Deposit
Insurance Corporation, a Supervisory Prompt Corrective Action
Directive, dated August 17, 2010, due to American Patriot Bank's
"significantly undercapitalized" status.  The Directive requires
that the Bank submit an acceptable capital restoration plan on or
before August 31, 2010, providing that, among other things, at a
minimum, the Bank will  restore and maintain its capital to the
level of "adequately capitalized."

The Company reported a net loss of $1.18 million in 2011, compared
with a net loss of $2.29 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$94.21 million in total assets, $93.18 million in total
liabilities and $1.02 million in total stockholders' equity.

For 2011, Hazlett, Lewis & Bieter, PLLC, in Chattanooga,
Tennessee, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred significant losses for the past five
years resulting in a retained deficit of $7,148,851 at Dec. 31,
2011.  At Dec. 31, 2011 and 2010, the Company and its subsidiary
were significantly undercapitalized based on regulatory standards
and has consented to an Order to Cease and Desist with its primary
federal regulator that requires, among other provisions, that it
achieve regulatory capital thresholds that are significantly in
excess of its current actual capital levels.  The Company's
nonperforming assets have increased significantly during 2011 and
2010 related primarily to deterioration in the credit quality of
its loans collateralized by real estate.  The Company, at the
holding company level, has a note payable that was due Feb. 28,
2011, which is now in default.  This note is securitized by 100
percent of the stock of the subsidiary.


AMG PATTERSON: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: AMG Patterson, LLC
                1118 N. Patterson Avenue
                Santa Barbara, CA 93111

Bankruptcy Case No.: 12-11617

Involuntary Chapter 11 Petition Date: April 24, 2012

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

Judge: Robin Riblet

Creditor who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
F. Michael Brovsky                 Consulting Fees         $25,000
1237 S. Victoria Avenue, #440
Oxnard, CA 93035


ANIXTER INC: S&P Rates $350-Mil. Sr. Unsecured Notes 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to Glenview, Ill.-based Anixter Inc.'s $350 million senior
unsecured notes due 2020. "The recovery rating on this debt is
'4', indicating our expectation of average (30%-50%) recovery for
lenders in the event of a payment default," S&P said.

"The 'BB' corporate credit rating on parent Anixter International
Inc., the guarantor of the notes, remains unchanged. The ratings
on Anixter reflect the company's 'significant' financial risk
profile and somewhat aggressive financial policy. Anixter's
business risk profile is 'fair,' reflecting a good position in its
primary markets and consistent profitability. The company is a
leading distributor of specialty wire and cable systems and
industrial fasteners. It benefits from its global capabilities,
despite deriving about half of its revenues from a relatively
narrow market segment. Its liquidity is 'adequate'," S&P said.

RATINGS LIST

Anixter International Inc.
Corporate Credit Rating            BB/Stable/--

New Ratings

Anixter Inc.
Senior Unsecured
  $350 mil notes due 2020           BB
   Recovery Rating                  4


APRIA HEALTHCARE: S&P Lowers Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lake Forest, Calif.-based Apria Healthcare Group Inc. to
'B+' from 'BB-'. The outlook is stable.

"We also lowered our issue-level ratings on the $700 million A-1
notes to 'BB' from 'BB+'. The recovery rating on the notes is '1'
remains unchanged and indicates our expectation of very high (90%-
100%) recovery of principal in the event of payment default. In
addition, we lowered our rating on the $317 million A-2 notes to
'B' from 'BB-', and revised our recovery rating on those notes to
'5' from '4'. The '4' recovery rating indicates our expectation of
average (30%-50%) recovery of principal in the event of payment
default. This is mainly the result of the increased availability
on the $250 million asset-based loan (ABL) revolver, by $100
million in 2011," S&P said.

"We assess Apria's financial risk profile as 'aggressive,'
reflecting our expectation that adjusted leverage will remain
above 4x over the near term," said Standard & Poor's credit
analyst Tahira Wright. "In our opinion we expect its free
operating cash flow (FOCF) to remain negative in 2012. The 'weak'
business risk profile considers Apria's exposure to third-party
reimbursement, operating in a highly fragmented industry, and its
ongoing challenges with managing the on-shoring of its billing and
customer service functions. The business profile is bolstered by
its leading position in providing specialized home health care
services and equipment."

"Our stable rating outlook on Apria reflects our expectation that
adjusted EBITDA will improve modestly as the company resolves its
billing problems, but that free cash flow will remain negative in
2012. A higher rating is possible if we believe adjusted leverage
will drop to a sustained level below 4x, if cash flow is positive,
and if Apria fully resolves its billing issues," S&P said.

"We could lower our rating if we believe Apria's efforts to on-
shore its billing function falls short of our expectations, and/or
anticipated revenue growth is impeded by contract losses,
unfavorable pricing, or Medicare cuts that are not mitigated with
cost reductions. These actions could threaten Apria's weak
business risk profile and result in weaker credit measures.
Specifically, if debt leverage, adjusted for one-time occurrences,
rises above 5x, and we believe it will remain at that level or
higher, or if cash flows are more negative than we expect, we
would consider a lower rating," S&P said.


ARCAPITA BANK: Milbank Advising Official Creditors' Committee
-------------------------------------------------------------
The bankruptcy filing of Arcapita Bank, the $7 billion Bahrain-
based private equity fund, is the first test of how Shari'ah-
compliant investment structures will be treated under the U.S.
Bankruptcy Code.

Arcapita, whose investors include a number of sovereign wealth
funds, high-net worth individuals, and other financial
institutions in the Persian Gulf region, has a portfolio of some
39 companies, including Caribou Coffee and women's retailer J.
Jill as well as investments in real estate, energy, healthcare,
manufacturing, homebuilding and business services.

A significant portion of its holdings are in the U.S., along with
substantial investments in Europe and Asia.  Arcapita sought
Chapter 11 protection in March after failing to refinance a $1.1
billion loan that was maturing.  The case is pending before U.S.
Bankruptcy Judge Sean Lean in New York's Southern District.  There
are also insolvency proceedings in the Cayman Islands and
elsewhere.

Law firm Milbank, Tweed, Hadley & McCloy is advising Arcapita's
Official Creditors' Committee.  Committee members include Barclays
and Commerzbank, as well as several hedge funds and Gulf-based
banks and regulatory bodies.  Creditors are expected to assert
billions of dollars in claims.

Reflecting its roots as the first Islamic investment bank
originally formed in 1996, Arcapita was structured in adherence to
Shari'ah law, which forbids investment in any businesses that
offer credit or charge interest, as well as other restrictions
consistent with Islamic law.  Arcapita's debt was likewise
designed to be Shari'ah-compliant.

Milbank New York partner Dennis Dunne, who co-chairs the firm's
bankruptcy and restructuring practice, is leading the creditor
engagement, along with New York partners Abhilash Raval and Evan
Fleck, also members of the bankruptcy group.

                       About Arcapita Bank

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

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

Milbank, Tweed, Hadley & McCloy LLP, in New York, N.Y., and
Washington, D.C., is the proposed counsel to the Official
Committee of Unsecured Creditors.

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

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

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

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


ARCH COAL: S&P Puts 'BB-' Corp. Credit Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on St. Louis-based Arch Coal
Inc. on CreditWatch with negative implications.

"The CreditWatch listing reflects our view that Arch Coal is
increasingly likely to fall short of our previous sales and EBITDA
estimates in 2012 and 2013," said Standard & Poor's credit analyst
James Fielding. "Operating conditions for domestic producers of
thermal coal and, to a lesser extent, metallurgical coal remain
very difficult due to a mild winter, natural gas substitution in
the U.S., and slowing steel production overseas. In our view,
these conditions are likely to decrease demand and hurt contract
pricing into 2013," S&P said.

"We expect to resolve the CreditWatch listing within the next few
weeks after we update our operating assumptions, including 2012
and 2013 sales and pricing estimates, and assess the effect these
will have on Arch's overall financial risk profile. In addition,
we will speak with management concerning its near to intermediate
business and financial strategies in light of the weak market
conditions. The range of likely outcomes include an affirmation of
the current rating if we determine the company is likely to
maintain leverage near 5x to a one-notch downgrade if we determine
leverage will meaningfully exceed 5x," S&P said.


ATTACHMATE CORP: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its existing 'B'
corporate credit rating on Houston-based host connectivity and
systems and security management provider Attachmate Corp.  The
outlook remains stable.

Attachmate is one of four business units in a privately held
enterprise software holding company named The Attachmate Group
Inc. The other three business units are Novell, NetIQ, and SUSE.
The senior secured facilities are secured by substantially all the
assets of The Attachmate Group.

"Additionally, we assigned our 'BB-' issue-level rating to the
company's $1.14 billion senior secured first-lien credit facility
(co-issued by NetIQ Corp. & Novell Inc.), which includes a $1.1
billion first-lien term loan due 2018 and a $40 million revolving
credit facility due 2017. The recovery rating is '1', indicating
our expectation of very high (90%-100%) recovery in the event of a
payment default," S&P said.

"The company also has a $400 million second-lien term loan that we
do not rate," S&P said.

"Attachmate intends to use the proceeds from the first- and
second-lien term loan facilities, after the repayment of existing
credit facilities, along with about $276 million of existing cash,
to pay dividends of $585 million to the sponsors," S&P said.

"The ratings reflect our expectation that Attachmate will generate
good free operating cash flow (FOCF) and the substantial progress
made in its integration of Novell, which it acquired in April
2011," said Standard & Poor's credit analyst David Tsui.
"Attachmate had identified substantial operational and end-market
synergies and expects to fully realize the planned benefits by
June 2012, the most considerable of which is from reduction-in-
force, which the company already implemented by September 2011.
However, the rating reflects its aggressive financial policy, with
the proposed dividend recapitalization at about a year after a
transformative acquisition, while still facing the challenge of
reversing the negative revenue trend at Novell."

"The stable outlook reflects our expectation that Attachmate's
operating performance will continue to improve following the
integration of the Novell acquisition. We could raise the rating
if Attachmate can grow organically by improving its Novell and
NetIQ businesses without significantly affecting the company's
profitability, while sustaining their leverage at its current
level. We could consider a downgrade if the reduced headcount
contributes to higher-than-expected revenue declines, or if the
company engages in additional shareholder-friendly initiatives,
leading to depressed FOCF and leverage sustained above 8x," S&P
said.


ATTACHMATE GROUP: Moody's Affirms 'B2' CFR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service affirmed Attachmate Group Inc.'s B2
corporate family and probability of default ratings and assigned
B1 ratings to the company's proposed first lien loan revolver and
term loan. The rating outlook remains negative. The proposed
facilities along with an unrated $400 million second lien term
loan will be used to finance a $584 million shareholder
distribution and refinance existing debt.

Ratings Rationale

The distribution transaction is similar to the one proposed and
rated in January 2012 (but subsequently canceled) when Moody's
revised the ratings outlook to negative from stable. The negative
outlook reflects the increase in debt and decrease in liquidity as
a result of the dividend at a time when the company is still
integrating the Novell acquisition and revenues remain under
pressure. To fund the distribution the company will use
approximately $276 million of its existing in cash on hand. While
the company has taken considerable costs out of the combined
companies, it is still too early to determine the impact of the
restructuring on the business. Pro forma revenues have declined on
a year-over-year basis since closing and it is too soon to
determine if management can stem the declines at the Novell and
NetIQ businesses. Of further concern per the terms of the new
facilities is the ability for additional dividends from proceeds
of certain asset sales and legal settlements.

The B2 corporate family rating reflects the leverage pro forma for
the proposed dividend, a full year of the Novell acquisition and
its cost reductions enacted to date (approximately 3.8-4.0x pro
forma) and by the challenges of reversing declines in Novell's and
NetIQ's revenues as well the competitive positioning of the
combined company's product lines. While the combined Attachmate
and Novell businesses has meaningful scale and breadth, outside of
the mainframe business (approximately 19% of sales), the company
does not have any market leading offerings in the competitive
collaboration and systems and security management software
sectors. The rating also recognizes the recurring nature of
revenues and cash flows as well as strong customer retention rates
of Attachmate's mainframe terminal emulation software business as
demonstrated by its relative strength through the last downturn.

The ratings could be downgraded if the business does not show
signs of stabilizing over the next several quarters or leverage is
not on track to get below 3.5x over the next twelve months on an
actual basis. Given the financial policies of the company and
early stage of the Novell integration, an upgrade is not likely
over the near to medium term.

The following ratings were affirmed:

Corporate family rating: B2

Probability of default: B2

The following ratings were assigned:

$40 million senior secured first lien revolver, B1 LGD3 (35%)

$1,100 million senior secured first lien term loan, B1 LGD3 (35%)

Ratings outlook: negative

The individual debt instrument ratings were assigned using Moody's
Loss Given Default Methodology and based the relative position in
the capital structure. The B1 rating on the first lien debt is
driven by its senior most position in the capital structure and
the support of a $400 million second lien term loan (unrated).

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

Attachmate is a leading independent provider of software
connectivity products primarily for the legacy, mainframe
computing user base as well as a niche participant in the larger,
more fragmented systems and security management market. Revenues
pro forma for a full year of Novell ownership are approximately
$1.1 billion. The company is headquartered in Seattle, Washington.


AVAYA INC: Moody's Says Executive Departures No Impact on B3 CFR
----------------------------------------------------------------
Moody's Investors Service says Avaya Inc.'s turnover in its
management ranks is of concern but the numbers are relatively
small in comparison to the approximate 3000 overall headcount
reduction that has taken place since acquiring Nortel in December
2009. The restructuring following the Nortel acquisition served to
reduce a significant number of duplicate positions including
executives. The B3 corporate family rating is unaffected at this
time.

Avaya is a global leader in enterprise telephony systems with $5.6
billion of revenues for the LTM period ended December 31, 2011.

The principal methodology used in rating Avaya was the Global
Communications Equipment Methodology pubished in June 2008. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


B & T OLSON: Files for Chapter 11 in Seattle
--------------------------------------------
Snohomish, Washington-based B & T Olson Family LLC filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on
April 26, 2012, in Seattle on April 26, 2012.

B & T Olson disclosed $18.3 million in assets and $17.5 million in
assets in its schedules, which is available at:

             http://bankrupt.com/misc/wawb12-14352.pdf

The Debtor owns six properties in Lake Stevens, Stanwood, and
Camano Island, Washington.  Four properties worth $16 million
secure $12 million of debt to Opus Bank.

According t o the statement of financial affairs, the Debtor had
$889,000 of gross income in 2010, $1.14 million in 2011, and
$284,000 year to date.

Brett T. Olson and Christina L. Olson own the Debtors.


BANK OF THE EASTERN SHORE: Closed; No Bank Assumes Deposits
-----------------------------------------------------------
Bank of the Eastern Shore of Cambridge, Md., was closed on Friday,
April 27, 2012, by the Maryland Commissioner of Financial
Regulation, which appointed Federal Deposit Insurance Corporation
as receiver.  To protect the depositors, the FDIC created the
Deposit Insurance National Bank of Eastern Shore (DINB), which
will remain open until May 25, 2012, to allow depositors access to
their insured deposits and time to open accounts at other insured
institutions.

At the time of closing, the receiver immediately transferred to
the DINB all insured deposits of Bank of the Eastern Shore, except
for brokered deposits, certificates of deposits (CDs) and
individual retirement accounts (IRAs).  The receiver also
transferred to the DINB all secured deposits by public entities.

The FDIC will mail checks directly to customers with CDs and IRAs.
For the brokered deposit customers, the FDIC will pay the brokers
directly for the amount of their insured funds.  Customers with
brokered deposits should contact their brokers directly for
information concerning their money.

The main office and all branches of Bank of the Eastern Shore will
reopen during normal business hours.  The DINB will maintain Bank
of the Eastern Shore's normal business hours thereafter, until May
25, 2012.  Banking activities, such as writing checks and using
ATM and debit cards, can continue normally for former customers of
Bank of the Eastern Shore until May 14, 2012.  Direct Deposit,
however, will end on May 18, 2012.  Bank of the Eastern Shore
official checks will continue to clear and will be issued to
customers closing accounts.

All insured depositors of Bank of the Eastern Shore are encouraged
to transfer their insured funds to other banks during this
transitional period.  They may do so by asking their new bank to
electronically transfer their deposits from the DINB or by writing
checks for the amount in their accounts.  For depositors who have
not closed or transferred their accounts on or before May 25,
2012, the FDIC will mail checks to the address of record for the
amount of the insured funds.

Under the FDI Act, the FDIC may create a deposit insurance
national bank to ensure that depositors have continued access to
their insured funds where no other bank has agreed to assume the
insured deposits.  This arrangement allows for uninterrupted
direct deposits and automated payments from customers' accounts
and allows them time to find another institution with which to do
business.

As of Dec. 31, 2011, Bank of the Eastern Shore had $166.7 million
in total assets and $154.5 million in total deposits.  At the time
of closing, the amount of deposits exceeding the insurance limits
were undetermined.  Uninsured deposits were not transferred to the
DINB.  The amount of uninsured deposits will be determined once
the FDIC obtains additional information from those customers.

Customers with accounts in excess of $250,000 should contact the
FDIC toll-free at 1-800-591-2817 to set up an appointment to
discuss their deposits.  Customers who would like more information
on the transaction should visit the FDIC's Web site at

  http://www.fdic.gov/bank/individual/failed/easternshore.html

Beginning April 30, depositors of Bank of the Eastern Shore with
more than $250,000 at the bank, to determine their insurance
coverage, may visit the FDIC's Web page "Is My Account Fully
Insured?" at http://www2.fdic.gov/dip/Index.asp

The FDIC as receiver will retain all the assets from Bank of the
Eastern Shore for later disposition.  Loan customers should
continue to make their payments as usual.

The cost to the FDIC's Deposit Insurance Fund is estimated to be
$41.8 million.  Bank of the Eastern Shore is the 18th FDIC-insured
institution to fail in the nation this year, and the first in
Maryland.  The last FDIC-insured institution closed in the state
was K Bank, Randallstown, on Nov. 5, 2010.


BERNARD L. MADOFF: Liquidation Has Cost SPIC $1.3 Billion
---------------------------------------------------------
Irving H. Picard, the trustee liquidating Bernard L. Madoff
Investment Securities Inc., said in his seventh interim report
that through prepetition litigation and other settlements, he has
successfully recovered, or reached agreements to recover, more
than $9 billion -- over 50% of the principal lost in the Ponzi
scheme by those who filed claims -- for the benefit of all
customers of BLMIS.  A copy of the report for the six months ended
March 31, 2012, is available for free at http://is.gd/RRZK1Y

Bill Rochelle, the bankruptcy columnist for Bloomberg News, notes
that according to Mr. Picard's report, the liquidation has so far
has cost the Securities Investor Protection Corp. $1.3 billion,
including $791 million to pay a portion of customers' claims.  The
remainder of SIPC advances, $536 million, covered administrative
costs such as legal and accounting fees.

                           Recovery

Mr. Picard is required to submit an interim report every six
months.

Mr. Picard said he recovered almost $400 million during the six
months ended March 31, 2012.  As of March 31, he was holding cash
or cash equivalents of $184 million and securities worth another
$2.5 billion.

The trustee said he entered into several significant settlements,
including a $326 million settlement with the Internal Revenue
Service without litigation.

The $9 billion doesn't include an additional $2.2 billion that the
estate of Jeffrey M. Picower agreed to forfeit to the U.S.
government.  That money will go to customers, the government said.
The government hasn't decided yet whether it will use Mr. Picard
to make the distribution, Mr. Rochelle points out.

Mr. Rochelle notes that the bankruptcy court is yet to rule on
whether customer claims can be enhanced under a formula taking
into account the time value of money.  In other words, the courts
still must decide if customers who made their investments in
earlier years can recover more, and if so how much more, than
customers who invested shortly before the fraud blew up.

                             Appeals

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Including the $791
million of advances made by the SIPC, customers have received
$1.1 billion to date.

Uncertainty created by the appeals has limited Mr. Picard's
ability to distribute recovered funds.

Outstanding appeals include the $5 billion Picower settlement and
the $1.025 billion settlement.

There's also a request that the U.S. Supreme Court review the
August opinion where the Court of Appeals in New York upheld the
bankruptcy court by ruling that customers' claims only include the
"net equity", i.e. the difference between cash invested and cash
taken out.  If the ruling is affirmed, customers won't have
customer claims for what Mr. Picard refers to as fictitious
profits.  Aside from the net equity issue, additional matters
contingent upon the ruling include financial enhancements such as
dollar interest and the time value of money, according to the
trustee's report.

The trustee did say that several significant settlements were
determined in his favor during the past six months.  United States
District Judge John G. Koeltl affirmed the Court's decision
approving the settlement with Jeffry Picower, upholding both the
$5 billion settlement and the permanent injunction. Similarly, an
attempt to overturn a $220 million settlement with the heirs of
Norman F. Levy was also rejected by United States District Judge
Deborah A. Batts.  Judge Batts held that the Court was well within
its discretion in approving the settlement and rejecting attempts
to vacate the Court's prior order.

The report doesn't say when the trustee will make another
distribution or how much it may be.  He says that he is committed
to resolve the outstanding issues expeditiously in order to make
additional distributions to BLMIS customers as soon as possible.

                             Lawsuits

The trustee currently has 1,000 lawsuits pending.  Mr. Picard last
filed a $329.7 million lawsuit in bankruptcy court April 26
against Standard Chartered Financial Services (Luxembourg) SA to
recover money taken out of the Madoff Ponzi scheme through a
feeder fund.


BG'S GROUP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: BG's Group, Inc.
        dba Econo Lodge
        3220 N. Cocoa Boulevard
        Cocoa, FL 32926

Bankruptcy Case No.: 12-05432

Chapter 11 Petition Date: April 23, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: R. Scott Shuker, Esq.
                  LATHAM SHUKER EDEN & BEAUDINE, LLP
                  P.O. Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bankruptcynotice@lseblaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-05432.pdf

The petition was signed by Dinesh C. Gandihi, president.


BICENT POWER: Meeting to Form Creditors' Panel on May 3
-------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on May 3, 2012, at 10:30 a.m. in
the bankruptcy case of Bicent Holdings LLC.  The meeting will be
held at:

   The Sheraton Suites Hotel
   422 Delaware Avenue
   Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
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 other services
as are in the interests of the unsecured creditors whom it
represents.

                       About Bicent Power

Bicent Holdings LLC and 12 of its affiliates sought bankruptcy
protection under Chapter 11 (Bankr. D. Del. Lead Case No.
12-11304) on April 23, 2012.  Bicent, based in Lafayette,
Colorado, owns and operates two generating facilities: Hardin, a
120-megawatt coal-fired plant about 40 miles southeast of
Billings, Montana, and San Joaquin, a 48-megawatt natural gas-
fired facility about 70 miles east of San Francisco in Lathrop,
California.

Bicent Holdings is owned by non-debtor Bicent Prime Holdings,
which is 87.1%-owned by Natural Gas Partners VIII LP, Natural Gas
Partners IX LP and NGP IX Offshore Holdings LP and 12.9 percent-
owned by Beowulf (Bicent) LLC.

In their petitions, Bicent Holdings estimated under $50,000 in
assets and $50 million to $100 million in debts.  Bicent Power
estimated $100,000 to $500,000 in assets and $500 million to $1
billion in debts.  The petitions were signed by Christopher L.
Ryan, chief financial officer.

The Debtors began negotiations with lenders for a bankruptcy
filing six months ago.  The parties have agreed to the terms of a
Chapter 11 plan pursuant to a restructuring support agreement.
The Chapter 11 plan negotiated by the parties contemplates that
allowed administrative claims, fee claims, and priority claims
will be paid in full upon the effective date of the Plan.  Holders
of allowed first lien credit facility claims will receive
substantially all of the equity of the post-emergence company.
Holders of second lien debt will receive warrants to obtain equity
so long as the class votes to accept the Plan.

Pursuant to the RSA, the Debtors are required to seek approval of
the Disclosure Statement within the first 55 days of the Chapter
11 cases and obtain confirmation of the Plan within the first 105
days after the Petition Date.  The Plan must be consummated within
120 days of the Petition Date.

The Plan also contemplates the potential sale of the non-debtor
brush entities and their assets outside the Chapter 11 cases.

Judge Kevin Gross oversees the case.  The Debtors have tapped
Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Moelis
& Company LLC, as financial advisor, and Paul, Weiss, Rikfind,
Wharton & Garrison LLP as corporate counsel.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.


BIONOL CLEARFIELD: Ethanol Plant Sold for $9.4 Million
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bionol Clearfield LLC, the owner of an ethanol plant
in Clearfield, Pennsylvania, didn't even try to reorganize.  The
company's trustee sold the assets for about $9.4 million to
Pennsylvania Grain Processing LLC.  Secured lenders, with TD Bank
NA as agent, consented to the sale.  Together, all secured
creditors were owed $204.8 million, according to the company's
list of assets and debt.

Bionol Clearfield filed for Chapter 7 liquidation (Bankr. D. Del.
Case No. 11-_____) in July 2011.  The Company estimated assets
between $50 million and $100 million and liabilities between
$100 million and $500 million.  The Company owned a plant that
produces bio-based chemicals and fuels from renewable feedstock.


BUFFETS INC: Suggestion of Bankruptcy Doesn't Stay EEOC Suit
------------------------------------------------------------
District Judge Martin Reidinger ruled that the Suggestion of
Bankruptcy filed by Fire Mountain Restaurants, LLC, d/b/a Ryan's
Family Steakhouse, does not result in a stay of the lawsuit filed
by the Equal Employment Opportunity Commission pursuant to 11
U.S.C. Sec. 362 unless and until a judgment is entered and
thereafter sought to be enforced.  The judge also denied the
EEOC's motion for entry of a default judgment.

The EEOC initiated the action on Oct. 19, 2011, pursuant to the
Age Discrimination in Employment Act on behalf of Viola Brown.
Ms. Brown, who worked as a server in a restaurant operated by
Ryan's, was allegedly discriminated against in her employment
based on her age, then 79, by the reduction of her work hours,
disciplinary action, suspension and termination.  The EEOC seeks
injunctive relief, an award of back wages, liquidated damages,
reinstatement, and compensatory and punitive damages.  On Jan. 9,
2012, the EEOC moved for entry of default because the Defendant,
although served, had not filed Answer or other response.

The case is Equal Employment Opportunity Commission v. Fire
Mountain Restaurants, LLC, d/b/a Ryan's Family Steakhouse, Civil
Case No. 1:11cv275 (W.D.N.C.).  A copy of the Court's April 24,
2012 Order is available at http://is.gd/9mJtvVfrom Leagle.com.

                       About Buffets Inc.

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

Buffets Inc. and all of its subsidiaries filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10237) on Jan. 18,
2012, after it reached a restructuring support agreement with 83%
of its lenders to eliminate virtually all of the Company's roughly
$245 million of outstanding debt.  In its schedules Buffets Inc.
disclosed $384,810,974 in assets and $353,498,404 in liabilities.
The Debtors are seeking to reject leases for 83 underperforming
restaurants.

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

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

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

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

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

In April 2012, Buffets Inc. filed an amended bankruptcy exit plan
that proposes to pay $4 million to a pool of unsecured creditors
who are owed more than $44 million.  Unsecured creditors are
expected to recover about 9% of their claims.  A hearing to
consider approval of the explanatory disclosure statement is set
for April 30, 2012.


CANO PETROLEUM: Has 871 (BOE/Day) Total Net Production in March
---------------------------------------------------------------
Cano Petroleum, Inc., disclosed that the unaudited total net
production for its properties in Panhandle, Cato, Nowata,
Davenport, and Desdemona in March 2012 was 871 barrels of oil per
day.  A copy of the filing is available for free at:

                        http://is.gd/v8lSs9

                       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 disclosed
$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.


CANO PETROLEUM: Court Approves June 12 Auction of Assets
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
entered an order approving (a) the stock purchase agreement and
authorizing Cano Petroleum Inc. and its debtor-affiliates to enter
into stock purchase agreement and comply with obligations
thereunder; (b) break-up fee in connection with transaction
contemplated by stock purchase agreement; (c) procedures for
solicitation of higher or better offers; (d) form and manner of
notice; (e) procedures for determining cure costs for executory
contracts and unexpired leases; and (f) related relief.

The Debtors will conduct the auction at 10:00 a.m., (prevailing
central time), on June 12, 2012 at the offices of Thompson &
Knight LLP, One Arts Plaza, 1722 Routh Street, Suite 1500, Dallas,
Texas.

An evidentiary hearing to consider approval of the successful bid
will be on July 2, at 9:00 a.m.  Objections, if any, are due
5:00 p.m., on June 25.

As reported in the Troubled Company Reporter on March 22, 2012,
the Debtors have signed 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 a joint plan of reorganization, in exchange for roughly
$47.5 million.

The deal is subject to higher or better offers and a possible
auction.  Consummation of the transaction is conditioned upon
entry of an order approving the sale or an order confirming the
Plan.

Under the deal, within 45 days of the date of the Stalking Horse
SPA, NBI will deliver to Cano an executed commitment letter from
F&M Bank and Trust Co. and other qualified banking institutions
with respect to debt financing in an amount sufficient to enable
NBI to perform its obligations to pay the purchase price, as
adjusted.

NBI may terminate the deal in the event:

     -- an order approving the procedures that will govern the
        auction and sale will not have been entered before 45 days
        after Cano received financing commitment from NBI or if
        the Bid Deadline will be a date later than 90 days after
        the Firm Financing Date;

     -- the Disclosure Statement explaining the Plan will not have
        been approved by the Bankruptcy Court on or before 90 days
        from the Firm Financing Date;

     -- the Confirmation Order will not have been approved by the
        Bankruptcy Court on or before 150 days from the Firm
        Financing Date; and

     -- the Bankruptcy Court will have approved any Alternative
        Transaction, or Cano will have entered into any definitive
        agreement with respect to any Alternative Transaction
        which agreement has been approved by the Bankruptcy Court.

The Debtors proposed to pay NBI a $1,475,000 breakup fee in the
event they consummate an alternative transaction if (i) the
consummation occurs within 12 calendar months of the signing of
the Stalking Horse PSA, (ii) the Stalking Horse PSA was terminated
because the Court approved an alternative transaction, (iii) none
of the Debtors breached their representations and warranties or
failed to comply with their covenants and agreements, and (iv) NBI
delivered to Cano the Commitment Letter within 45 days of the date
of the Stalking Horse SPA.

The Debtors said they have proposed a fair and open process for
achieving the objective of obtaining the highest or best offer and
sale of the Property for the benefit of the estates and creditors.
The Debtors said they have insufficient liquidity to continue
operations absent a substantial funding commitment, which the
Debtors have been unable to obtain.

The Debtors also noted that the prepetition secured lenders
support the sale process.

A copy of the purchase agreement with NBI is available for free at
http://is.gd/0cYIfX

                       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 disclosed
$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.


CANO PETROLEUM: James Latimer OK'd as Chief Restructuring Officer
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Cano Petroleum, Inc., to employ James R. Latimer III of
Blackhill Partners LLC as chief restructuring officer.

As reported in the Troubled Company Reporter on April 10, 2012,
Mr. Latimer attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm is expected to, among others, provide these services:

   (a) evaluating the Company's strategic alternatives,

   (b) selling the Company's assets, and/or raising additional
       debt/equity capital for the Company;

   (c) providing turnaround crisis management services, and

   (d) any other tasks that may be requested by the Company.

The Company will pay the firm these fees and expenses:

    a. Fee Retainer: $75,000

    b. Expense Retainer: $10,000

    c. Monthly Fee: $50,000 per month

    d. Termination Fee: $250,000

                     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.


CANYON HOLDINGS: Can Use Lenders' Cash Collateral Until April 30
----------------------------------------------------------------
Judge Marc Barreca has approved a stipulation between Canyon
Holdings LLC Series Southgate 42 and secured creditors East West
Bank, Business Bank, Nantucket Fund, and Joseph & Marrquetta
Novak, to temporarily use cash collateral of the secured creditors
to pay monthly costs and expenses incurred by the Debtor in the
ordinary course of its business.

The Debtor's authority to use Cash Collateral will automatically
expire upon the earlier of (a) April 30, 2012, or (b) the
occurrence of an event of default that is not remedied within five
business days after delivery of written notice of the failure to
the Debtor.

As adequate protection for any Cash Collateral used by the Debtor,
the Secured Creditors are granted replacement liens in the same
property of the Debtors.  The Replacement Liens are granted for
the sole purpose of securing an amount of the Prepetition
Indebtedness, if any, that is equal to the diminution in value of
the Prepetition Collateral.  Granting this security interest to
Secured Creditors is for the purpose of providing adequate
protection to Secured Creditors to protect its allowed secured
claim on the Petition Date.

In addition to the Replacement Lien, the Debtor will pay East West
Bank the monthly sum equal to $20,337.09, the regular monthly
payment.  In addition to the Replacement Lien, the Debtor will pay
Business Bank the monthly sum equal to $3,996.30, which represents
the monthly interest at the non-default rate of 4.25% on Business
Bank's higher priority obligation only.  Following the payment of
monthly expenses and the monthly payments to East West Bank and
Business Bank, the Debtor will send any excess net proceeds to
Marc Stern, who will hold these funds pending further Court order.

Business Bank is represented by:

         Richard G. Birinyi, Esq.
         SCHWABE WILLIAMSON & WYATT P.C.
         1420 5th Avenue, Suite 3400
         Seattle, WA 98101-4010
         Tel: (206) 622-1711
         E-mail: rbirinyi@schwabe.com

                      About Canyon Holdings

Clyde Hill, Wash.-based Canyon Holdings LLC Series Southgate 42
owns a condominium project in Bellingham, Wash., and is presently
leasing the units it owns in the facility.

Petitioner Joseph Novack filed an involuntary Chapter 11
bankruptcy petition against the Company (Bankr. W.D. Wash. Case
No. 12-11327) on Feb. 13, 2012.  Jeffrey B. Wells, Esq., in
Seattle, Wash., assist the Debtor in its restructuring efforts.


CANYON HOLDINGS: Creditor Gets Order Declaring Debtor in Default
----------------------------------------------------------------
Petitioning creditor Joseph Novak has obtained an order from the
Bankruptcy Court declaring Canyon Holdings LLC Series Southgate 42
in default as required under Section 303 of the Bankruptcy Code.

Clyde Hill, Wash.-based Canyon Holdings LLC Series Southgate 42
owns a condominium project in Bellingham, Wash., and is presently
leasing the units it owns in the facility.

Petitioner Joseph Novack filed an involuntary Chapter 11
bankruptcy petition against the Company (Bankr. W.D. Wash. Case
No. 12-11327) on Feb. 13, 2012.  Jeffrey B. Wells, Esq., in
Seattle, Wash., assist the Debtor in its restructuring efforts.


CANYON HOLDINGS: Files Sale-Based Joint Reorganization Plan
-----------------------------------------------------------
Canyon Holdings LLC Series Southgate 42, Business Bank, and
Nantucket Fund, Inc., filed a plan of reorganization with the
Bankruptcy Court for the Western District of Washington.  The plan
proponents have not filed a disclosure statement together with the
plan.

The plan contemplates the sale of of real estate property under a
Commercial & Investment Real Estate Purchase and Sale Agreement
(CIREPSA) dated Feb. 6, 2012, between J. Hugh Wiebe and Canyon
Holdings, LLC.

The classification and treatment of claims under the Plan are:

     1. Class 1 (Priority Claims) will be paid the entire amount
        of the holder's Allowed Claim by the Reorganized Debtor on
        the later of (a) the Effective Date or (b) the date upon
        which an order of the Court allowing such claim becomes a
        Final Order.

     2. Class 2a (First position Allowed Secured Claim of East
        West Bank) will be paid and satisfied from the sale
        proceeds received from the sale of the Debtor's Real
        Property after crediting the amounts paid to the holder
        during the pendency of the bankruptcy case using the non-
        default rates under the loan documents covering the claim.
        In the event there are funds remaining after the payment
        of the Class 2a and 2f Allowed Claims, the holder of the
        Class 2b Allowed Secured Claim will receive funds up to
        the Allowed amount of the Claim.

     3. Class 2b (Second position Allowed Secured Claim of
        Business Bank) will be paid and satisfied from the sale
        proceeds received from the sale of the Debtor's Real
        Property after crediting the amounts paid to the holder
        during the pendency of the bankruptcy case using the non-
        default rates under the loan documents covering the claim.
        In the event there are funds remaining after the payment
        of the Class 2a and 2f Allowed Claims, the holder of the
        Class 2b Allowed Secured Claim will receive funds up to
        the Allowed amount of the Claim.

     4. Class 2c (Third position Allowed Secured Claim of
        Nantucket Fund, Inc.) will be paid and satisfied from the
        sale proceeds received from the sale of the Debtor's Real
        Property after crediting the amounts paid to the holder
        during the pendency of the bankruptcy case using the non-
        default rates under the loan documents covering the claim.
        In the event there are funds remaining after the payment
        of the Class 2a and 2f Allowed Claims, the holder of the
        Class 2b Allowed Secured Claim will receive funds up to
        the Allowed amount of the Claim.

     5. Class 2d (Fourth position Allowed Secured Claim of
        Business Bank) will be paid and satisfied from the sale
        proceeds received from the sale of the Debtor's Real
        Property after crediting the amounts paid to the holder
        during the pendency of the bankruptcy case using the non-
        default rates under the loan documents covering the claim.
        In the event there are funds remaining after the payment
        of the Class 2a and 2f Allowed Claims, the holder of the
        Class 2b Allowed Secured Claim will receive funds up to
        the Allowed amount of the Claim.

     6. Class 2e (Fifth position Allowed Secured Claim of Joseph
        and Marquetta Novak) will be paid and satisfied from the
        sale proceeds received from the sale of the Debtor's Real
        Property after crediting the amounts paid to the holder
        during the pendency of the bankruptcy case using the non-
        default rates under the loan documents covering the claim.
        In the event there are funds remaining after the payment
        of the Class 2a and 2f Allowed Claims, the holder of the
        Class 2b Allowed Secured Claim will receive funds up to
        the Allowed amount of the Claim.

     7. Class 2f (Allowed Secured Claim of Whatcom County) will be
        paid and satisfied from the sale proceeds received from
        the sale of the Debtor's Real Property after crediting the
        amounts paid to the holder during the pendency of the
        bankruptcy case using the non-default rates under the loan
        documents covering the claim.  In the event there are
        funds remaining after the payment of the Class 2a and 2f
        Allowed Claims, the holder of the Class 2b Allowed Secured
        Claim will receive funds up to the Allowed amount of the
        Claim.

     8. Class 2g (Allowed Secured Claim of any other creditor
        holding a claim secured by assets of the estate) will be
        paid and satisfied from the sale proceeds received from
        the sale of the Debtor's Real Property after crediting the
        amounts paid to the holder during the pendency of the
        bankruptcy case using the non-default rates under the loan
        documents covering the claim.  In the event there are
        funds remaining after the payment of the Class 2a and 2f
        Allowed Claims, the holder of the Class 2b Allowed Secured
        Claim will receive funds up to the Allowed amount of the
        Claim.

     9. Class 3 (Unsecured Claims) will receive no distributions
        unless the Reorganized Debtor successfully prosecutes any
        avoidance claims reserved to it.  The Reorganized Debtor
        will distribute such net proceeds pro rata to the holders
        of Class 3 Unsecured Claims.

    10. Class 4 (Interests) will retain their interests in the
        Reorganized Debtor, but will receive no distributions
        under the Plan.

A full-text copy of the reorganization plan is available for
free at http://bankrupt.com/misc/CANYON_HOLDINGS_ds.pdf

                      About Canyon Holdings

Clyde Hill, Wash.-based Canyon Holdings LLC Series Southgate 42
owns a condominium project in Bellingham, Wash., and is presently
leasing the units it owns in the facility.

Petitioner Joseph Novack filed an involuntary Chapter 11
bankruptcy petition against the Company (Bankr. W.D. Wash. Case
No. 12-11327) on Feb. 13, 2012.  Jeffrey B. Wells, Esq., in
Seattle, Wash., assist the Debtor in its restructuring efforts.


CAPITOL INFRASTRUCTURE: Files for Chapter 11 to Sell Business
-------------------------------------------------------------
Capitol Infrastructure LLC, a Cary, North Carolina-based provider
of communication services operating under the name of Connexion
Technologies, sought bankruptcy protection (Bankr. D. Del. Case
No. 12-11356) in Delaware.

The Debtors have signed a deal to sell the assets to Hotwire
Communications, Ltd., absent higher and better offers.  The sale
process is subject to bankruptcy court approval.

Capitol concluded earlier this year that its "deteriorating
relationship with DirecTV and their overall corporate complexity
made it highly unlikely the debtors would be able to obtain
adequate financing in a timely fashion," Chief Executive Officer
Glen D. Lang said in court papers.

The Company said it is shuttering some operations and firing
employees to "achieve a sustainable level of operations and to
maximize value in connection with a sale."

To maximize the value of the business for the benefit of creditors
and other parties, the Company and 12 affiliates have commenced
Chapter 11 proceeding with the objective of selling substantially
all of their assets pursuant to a competitive auction process
under 11 U.S.C. Sec. 363.

"Connexion, and Connexion alone, needs to take responsibility for
their current situation," DirecTV (DTV) said in a statement
provided by spokesman Robert G. Mercer, according to Bloomberg
News.  "Under the terms of our arrangements with Connexion, we
properly exercised our right to terminate some contracts for
business reasons."

                     Video, Internet Service

Ten-year-old Capitol Infrastructure is a real estate and
telecommunications company whose business is to secure
telecommunications rights on properties, improve those rights by
constructing broadband telecommunication infrastructure including
fiber optics, coaxial cable, wireless systems, head end
facilities, and satellite facilities at the properties, and to
deliver video, voice, and internet and sometimes alarm services to
end users.

Prior to the financial crisis that precipitated the Chapter 11
filing, the Debtors served communities with operations in 48
states and had 102,460 video customers, 14,034 voice customers and
47,993 data customers.  During the year ended Dec. 31, 2011, the
Debtors had 570 full time employees and had annual revenues from
its service provider business of $69.2 million.

                   Prepetition Capital Structure

Capitol Infrastructure estimated assets up to $500,000 and debts
of up to $500 million in its Chapter 11 filing.  Affiliate Capitol
Infrastructure CP Funding LLC estimated up to $10 million in
assets and debts of up to $100 million.  Affiliate Infrastructure
SPE, LLC, estimated up to $100 million in assets and debts.

Secured creditors include UniCredit Bank AG, New York Branch,
which is owed $74.0 million; Bank of America, N.A., $13.8 million;
and Capital Bank, $15 million.

The top three unsecured creditors are DirecTV, owed $2.4 million;
Level 3 Communications LLC, owed $1.3 million; and Wise Owl
Communications Inc., owed $738,000.

Capitol is owned by Capitol Broadband LLC, which isn't in
bankruptcy.

                         Road to Bankruptcy

Mr. Lang explains that Capitol's financial troubles began in 2007
when the housing crisis caused a slowdown in homebuilding.
Capitol had invested in communications networks for many
Greenfield properties that, because of the real estate crisis,
were left incomplete by the property developers or even if they
were completed, housed insufficient numbers of occupants for
extended periods of time.

The Debtors responded to this problem in 2007 by transitioning to
a second strategic program, focused on increasing revenue existing
housing projects.  That program also failed to generate a profit.

In 2011, the Company launched a third strategic program and became
a master system operator for DirecTV.  That allowed the company to
collect commissions from DirecTV customers at its housing
projects.  The Company pursued rapid growth and in 2009 and 2010
was listed by Inc. Magazine as one of the 500 fastest growing
companies in the U.S.  The Debtors, however, experienced problems
with the overall pace of subscriber update on new properties due
to the high unemployment rate, the continued general economic
problems in the U.S., and the high credit score requirements of
the satellite providers.  The Debtors also experienced unexpected
difficulty in enforcing easements against incursion by incumbent
cable companies, which led to approximately $2 million in legal
fees and further delayed subscriber uptake of services.  In late
2011, the signing of a substantial number of new properties was
held up due to contractual disputes with DirectTV.  In February
2012, DirecTV canceled multiple contracts with Capitol's operating
units resulting in a dramatic negative impact on significant parts
of the Debtors' cash flow starting in March 2012.

                        First Day Motions

The Debtors have filed customary first day motions, including
requests to enjoin utilities from discontinuing service, pay
prepetition sales and franchise taxes, honor customer programs,
and pay prepetition wages and benefits.

In order to keep operating while in bankruptcy, the Debtors are
also seeking approval to obtain DIP financing and use cash
collateral.

A hearing before June Kevin Gross is scheduled for April 30, 2012.

Attorneys at Wyrick Robbins Yates & Ponton LLP, and Pepper
Hamilton LLP represent the Debtors.

                         Sale to Hotwire

The Debtors have already filed proposed procedures for selling
substantially all assets.  Potential bidders must have initial
bids that exceed Hotwire Communications' offer by $800,000.

Hotwire Communications is offering $8 million for the Dish Network
assets, $2 million for the DirectTV assets, and $1 million for the
FOVO assets.  The purchased assets are located at 190 properties
but excludes the Laguna Woods, California properties, and certain
bulk DirectTV properties.

An auction will be held if qualified bids are received prior to
the deadline set by the bankruptcy court.

In the event the Debtors sell the assets to another party, Hotwire
will receive a break-up fee of $330,000 plus expense reimbursement
of up to $220,000.

Hotwire is represented by:

         Bradford J. Sandler, Esq.
         PACHULSKI STANG ZIEHL & JONES, LLP
         919 N. Market Street, 17th Floor
         Wilmington, DE 190801

The DIP Lenders, led by Unicredit Bank, are represented by:

         Howard S. Beltzer, Esq.
         1675 Broadway
         MAYER BROWN LLP
         New York, NY 10019-5820

                 - and -

         Mark D. Collins, Esq.
         RICHARDS, LAYTON & FINGER, P.A.
         920 N. King Street
         Wilmington, DE 19801


CATALENT PHARMA: S&P Rates $605M Incremental Loan 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to Somerset, N.J.-based outsourced pharmaceutical
manufacturer Catalent Pharma Solutions Inc.'s incremental term
loan. This follows the company's announcement that it will issue a
$205 million add-on to the existing $400 million facility. The
company intends to use proceeds from the new debt to fund the
retirement of its existing non-extended U.S. dollar-denominated
loan. The add-on loan is expected to mature in 2017 and carry the
same terms as Catalent's existing incremental loan. "Our other
ratings on the company remain unchanged and the outlook is
stable," S&P said.

"At the same time, we assigned our '2' recovery rating to the
incremental facility, indicating our expectation of substantial
(70% to 90%) recovery for lenders in the event of a payment
default. The 'BB-' rating on the facility is one notch higher than
our 'B+' corporate credit rating on the company, in accordance
with our notching criteria for a recovery rating of '2'," S&P
said.

"The corporate credit rating on Catalent is 'B+' and the rating
outlook is stable. The 'B+' rating reflects the company's 'highly
leveraged' financial risk profile, characterized by adjusted
leverage that we expect to be sustained at around 7x over the next
year and funds from operations to total debt in the high-single
digits. The rating also reflects Catalent's 'satisfactory'
business risk profile, which considers the company's leading
position within the outsourced pharmaceutical manufacturing
space, business scale and diversity, and the long-term nature of
the company's contractual arrangements, which promotes business
stability," S&P said.

RATINGS LIST

Catalent Pharma Solutions Inc.
Corporate Credit Rating          B+/Stable/--

New Ratings

Catalent Pharma Solutions Inc.
Senior Secured
  $605 mil extended term loan B   BB-
   Recovery Rating                2


CDC CORP: Fending Off Dismissal by Subsidiary China.com
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that CDC Corp., a China-based enterprise software
developer also known as Chinadotcom, sold its 87% interest in CDC
Software Corp. for enough to pay creditors in full, with millions
left for shareholders.  Before a reorganization plan can be
approved, CDC needs to fend off a motion by subsidiary China.com
Inc. to dismiss the Chapter 11 case begun in October.

The report relates that with creditors paid in full, Chinadotcom
contends the bankruptcy should be dismissed so shareholders can
work out their disputes in another court.  CDC directly owns or
controls about 75% of China.com, court papers say.  CDC, the
official creditors' committee, and others are opposing dismissal
set to be argued April 27 in U.S. Bankruptcy Court in Atlanta.

According to Mr. Rochelle, CDC and the official equity committee
filed a Chapter 11 plan paying creditors in full and calling for
distribution to shareholders.  The plan would allow filing
lawsuits against insiders who CDC claims to be behind the motion
to dismiss.  The committee said that dismissal would only serve
the "interests of insiders that initially drove the debtor into
bankruptcy and that now seek to avoid the consequences of their
actions."

The report adds that ChinaRock Capital Management Ltd., owner of
8.4% of CDC's stock, likewise opposes dismissal.  Like the
committee, ChinaRock believes that dismissal is designed to
"prevent the debtor's estate from pursuing potentially valuable
causes of action."

China.com filed a competing reorganization plan.  CDC interprets
the plan as giving releases of claims that CDC's plan would
prosecute instead.  CDC conjectures that China.com bought some of
CDC's stock on the open market so it would have the right to
propose a plan and urge dismissal.

                         About CDC Corp.

Based in Atlanta, CDC Corp. (Nasdaq: CHINA) --
http://www.cdccorporation.net/-- is the parent company of CDC
Software (Nasdaq: CDCS).  CDC Software is based dually in
Shanghai, China, and Atlanta and produces enterprise software
applications, IT consulting services, outsourced applications
development and IT staffing.  The company's owners include Asia
Pacific Online Ltd., Xinhua News Agency and Evolution Capital
Management.

CDC Corporation, doing business as Chinadotcom, filed a Chapter
11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011.
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA,
in Atlanta, Georgia, serves as counsel.  Moelis & Company LLC
serves as its financial advisor and investment banker.  Marcus A.
Watson at Finley Colmer and Company serves as chief restructuring
officer.  The Debtor estimated assets and debts at US$100 million
to US$500 million as of the Chapter 11 filing.

The Official Committee of Equity Security Holders of CDC
Corporation is represented by Troutman Sanders.  The Committee
tapped Morgan Joseph TriArtisan LLC as its financial advisor.

The stock of CDC Software Corp. was sold for $249.8 million
to an affiliate of Vista Equity Holdings.


CELL THERAPEUTICS: Has $7.1 Million Net Loss in March
-----------------------------------------------------
Cell Therapeutics, Inc., provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's management and financial situation.

The Company reported a net loss attributable to common
shareholders of $7.08 million on $0 of net revenue for the month
ended March 31, 2012, compared with a net loss attributable to
common shareholders of $5.30 million on $0 of revenue in February.

Estimated research and development expenses were $2.7 million for
the month of February and $2.9 million for the month of March
2012.

A copy of the Report is available for free at:

                         http://is.gd/gjsCHv

                      About Cell Therapeutics

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

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

The Company's balance sheet at March 31, 2012, showed $44.15
million in total assets, $18.50 million in total liabilities
$13.46 million in common stock purchase warrants, and $12.18
million in total shareholders' equity.

                     Going Concern Doubt Raised

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

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

                         Bankruptcy Warning

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




CHATHAM MILLS: Exits Bankruptcy; To Pay Bank Debt in 35 Yrs
-----------------------------------------------------------
Tammy Grubb at the Chapel Hill News reports that Tom Roberts,
co-owner of Chatham Mills, said the Company has emerged from
bankruptcy with a clear plan for paying its debts and growing into
a cultural and business focal point for the community.

According to the report, Mr. Roberts credited Mechanics & Farmers
Bank, which holds nearly $4.9 million of the center's debt, for
working with him and co-owners Vaughn and Margaret Haight, of
Florida, to develop the plan.  The report notes Chatham Mills has
agreed to pay the debt at 4% interest over 35 years, with roughly
$861,000 due in the next three years.  The company also agreed to
pay about $98,000 owed to S.T. Wooten Inc. at 6% interest over
three years, about $25,602 to the Internal Revenue Service and the
N.C. Department of Revenue at 3% interest, and smaller debts to
its remaining creditors at 2% interest over the next three years.

The report relates the reorganization plan also requires Chatham
Mills to find at least two more tenants for 4,800 square feet of
its available space in the next 30 months.  Mr. Roberts said they
are in the process of renewing three leases that expired this year
for UNC Dialysis, UNC Home Health and UNC Hospice, and are talking
with other retail, office and service businesses about moving into
the available space.

The report relates Mr. Roberts said closing the book on the
center's bankruptcy filing has eliminated a big distraction.  The
next five years will bring new energy to Chatham Mills.

Chatham Mills Development Corp. filed a Chapter 11 petition
(Bankr. M.D.N.C. Case No. 11-80929) on June 9, 2011.  Richard M.
Hutson, II, Esq., at Hutson Law Office, P.A., in Durham, North
Carolina, serves as counsel to the Debtor.  In its schedules, the
Debtor disclosed $6,116,150 in assets and $5,682,651 in
liabilities.


CHESAPEAKE ENERGY: Fitch Affirms 'BB' IDR & Sr. Unsec. Debt Rating
------------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for Chesapeake Energy
Corporation's (Ticker: CHK) long-term Issuer Default Rating (IDR)
to Stable from Positive and affirmed all of the company's ratings.

Chesapeake has approximately $13 billion of rated securities.
The Outlook revision results primarily from the near and
intermediate term weak outlook for natural gas prices in the U.S.
coupled with Chesapeake's still aggressive spending plans in 2012.
The current weakness in natural gas prices has accelerated since
just a couple of months ago with the 12 month NYMEX strip
decreasing by nearly 20% to $2.63/Mcf over that timeframe.  These
price expectations will reduce earnings and cash flow
significantly from last year's level. Current capex and leasehold
spending are expected to total approximately $8.5-$9 billion with
spending in the company's other segments expected to be $2.5-$3.5
billion.  Current spending plans are expected to result in a
funding gap of $7-8.5 billion, which is to be funded with asset
sales and monetizations potentially totaling $10 billion.  The
asset sale/monetizations figure was approximately 30% of total
enterprise value as recently as a few weeks ago.

Liquidity is provided by the company's $4 billion senior secured
revolver due 2015. Additionally, Chesapeake Midstream Operating,
LLC has a $600 million senior secured revolver due 2016 that it
can utilize, and Chesapeake Oilfield Operating, LLC has a $500
million senior secured facility that it can utilize.  However,
these latter two borrowing capacities are limited by certain
restrictive provisions.  Nearer-term maturities for Chesapeake are
$464 million in 2013 and $1.6 billion in 2015.  Key covenants are
primarily associated with the senior secured credit facility and
include maximum debt-to-book capitalization (70% covenant
threshold) and maximum total debt-to-EBITDA (4.0x covenant level).

Balance sheet debt totaled approximately $10.6 billion at the
yearend 2011.  In addition, the company has in the past sold
approximately $6 billion of reserves into Volumetric Production
Payments (VPPs) that Fitch considers to have debt-like
characteristics and factors into its analysis for adjusted
leverage.  In addition, Chesapeake also has convertible preferreds
and non-controlling interests in its capital structure totaling
approximately $4 billion as of yearend 2011.

The recent news regarding the personal borrowings by the company's
CEO from the same group that has invested in preferred interests
in two of Chesapeake's non-guarantor subsidiaries has raised
issues regarding the potential for a conflict of interest and lack
of transparency among some stakeholders. The borrowings and the
lack of prior disclosure has focused a spotlight on the company's
Board of Directors and its oversight of the company.  Given this
recent news, Fitch believes stakeholders will have a higher level
of expectations for disclosure and transparency going forward.

Given the reduction in near-term price expectations for natural
gas, there exists a potential shortfall or delay in some of the
expected proceeds from the remaining planned asset sales and
monetizations this year.  As such, a significant reduction in
capital spending may be warranted for the Outlook to remain
Stable. That said, Chesapeake has already completed or will
complete soon approximately 25% of this year's $10 billion in
planned assets sales/monetizations and has a proven track record
of successfully monetizing assets in the past.

Fitch has affirmed the ratings for Chesapeake as follows:

  -- IDR at 'BB';
  -- Senior unsecured debt at 'BB';
  -- Senior secured revolving credit facility at 'BBB-';
  -- Convertible preferred stock at 'B+'.

The Rating Outlook is revised to Stable from Positive.


CLARE AT WATER: Illinois Finance Wants 5th Amended Plan Modified
----------------------------------------------------------------
The Illinois Finance Authority filed with the U.S. Bankruptcy
Court for the Northern District of Illinois a limited objection to
The Clare at Water Tower's Fifth Amended Plan of Reorganization
dated April 23, 2012.

The IFA is a body politic and corporate constituting a public
instrumentality created and existing under and by virtue of the
Illinois Finance Authority Act, as amended.

The IFA is a party to that certain prepetition Indemnification
Escrow Agreement dated July 15, 2010.  The Indemnification Escrow
Agreement and its funding were a condition precedent to the
issuance of certain bonds by the IFA as part of the Debtor's
financial restructuring in 2010.  While the IFA has not been
advised by the Escrow Agent of the exact amount of funds that are
left in the original $750,000 Indemnity Escrow Fund established
under Article III, Section 3.2 of the Agreement, the Authority
estimates that there is in excess of $600,000 in the Indemnity
Escrow Fund at this time.

The IFA objected to the Fifth Amended Plan to the extent that it
purports to:

   i) alter or in any way impact the rights of the parties to the
      Indemnification Escrow Agreement, or otherwise affect any
      claim or interest of the Authority in and to the Indemnity
      Escrow Fund; or

  ii) create jurisdiction in the Court over the Indemnity Escrow
      Fund or the Authority.

The IFA also objects to provisions of the Debtor's proposed
confirmation order that purport to retain (i) jurisdiction that
does not otherwise exist, and (ii) unidentified causes of action
against the IFA, if any, in the event that the Court does not
approve the proposed releases and exculpation provisions of the
Debtor's chapter 11 plan in favor of the Authority.

Accordingly, the Court must strike all of the new provisions of
the Fifth Amended Plan that relate to the Indemnification Escrow
Agreement and the Indemnity Escrow Fund, the IFA asserts.

                        Fifth Amended Plan

The Plan will be implemented by the Plan Administrator in a manner
consistent with the terms and conditions set forth in the Plan and
the Confirmation Order.  The Plan will be funded from the proceeds
of the asset sale, including, but not limited to, sale proceeds,
and all other remaining assets of the Debtor.

Under the Plan, unless otherwise agreed by the holder of any
Allowed Claim in the Class, (a) each holder of an Allowed General
Unsecured Claim will be entitled to receive: (i) such holder's Pro
Rata Share of any sale proceeds, if any, available after the full
payment and satisfaction of Allowed Claims in Classes 1 through 5
(other than any Claim constituting an Unsecured Deficiency Claim)
and Compensation and Reimbursement Claims Allowed as of the
Effective Date, Priority Tax Claims Allowed as of the Effective
Date, Trustee Fee Claims Allowed as of the Effective Date, DIP
Claims Allowed as of the Effective Date, the Administrative and
Priority Claims Reserve Amount, the Plan Expenses Reserve Amount
and all expenses in amounts provided in the Wind-Down Budget; and
(ii) such holder's Pro Rata Share of any net recoveries from
Avoidance and Other Actions; and (b) solely in the event that the
Third-Party Releases are approved pursuant to a Final Order, each
Holder of an Allowed Third-Party Trade Claim will receive their
Pro Rata Share of the Plan Contribution Amount.  The holders of
Allowed Class 3 and Class 4 Claims will retain their Unsecured
Deficiency Claims but will waive any Distribution thereon to the
extent that such Distribution consists of the proceeds of the Plan
Contribution Amount.  FSC and FSCSC will retain their Allowed
Class 7 Claims but will waive any distribution thereon to the
extent that the distribution consists of the proceeds of the Plan
Contribution Amount.

Each Holder of a Subordinated 510(b) Claim will not receive any
distribution on account of the Subordinated 510(b) Claim, and each
holder of a Subordinated 510(b) Claim will not receive or retain
an interest in the debtor, the estate, or other property or
interests of the Debtor or Plan Administrator on account of the
Subordinated 510(b) Claim.

Each Holder of an interest in Debtor will not receive any
distribution on account of the interest.  Each interest will not
receive or retain an interest in the Debtor, the estate, or other
property or interests of the Debtor on account of the interests.

A full-text copy of the Fifth Amended Plan is available for free
at http://bankrupt.com/misc/Clare_At_Water_plan_fifthamendment.pdf

                      Previous Plan Objections

On April 20, 2012, the Official Committee of Unsecured Creditors
filed an objection to confirmation of the Debtor's Fourth Amended
Plan.

According to the Committee, the Plan contained several unlawful
provisions that prevent it from being confirmed by the Court.  The
majority of these problems arise from certain non-consensual third
party releases, injunctions and exculpations contained in the
Plan.  These releases were neither appropriate nor necessary for
the liquidation of the Debtor and thus render the Plan, in its
current state, unconfirmable.

The Bank of New York Mellon Trust Company, N.A., as master trustee
under that certain Master Trust Indenture, dated July 1, 2010, and
as series trustee under various series indentures, Bank of
America, N.A., on behalf of itself and certain prepetition letter
of credit banks, and Wells Fargo Bank, N.A., as successor series
trustee for the Series 2010A and 2010B fixed-rate bonds, objected
on a limited basis to the Debtor's Fourth Amended Plan.  The
Prepetition Lender Parties related that they do not consent to,
inter alia, the payment of certain junior administrative expense
claims in the amounts requested to date and object to the Amended
Plan on the limited basis that the Amended Plan could be
understood to require the payment of such administrative claims,
in such amounts.

                  About The Clare at Water Tower

The Clare at Water Tower is an upscale 334-unit high-rise
continuing-care retirement community in Chicago, Illinois.  The
project is only 42% occupied because the target population either
hasn't been able to sell homes or lacks sufficient cash to make
required deposits as the result declining investments following
the recession.  The facility is a 53-story building on land rented
from Loyola University of Chicago.  The facility is managed and
developed by a unit of the Franciscan Sisters of Chicago, who
invested more than $14 million.  The project opened in December
2008.  Residents must make partially refundable deposits ranging
from $263,000 to $1.2 million.  Monthly fees are an additional
$2,700 to $5,500.

The Clare filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 11-46151) on Nov. 14, 2011, after defaulting on $229 million
in tax-exempt bond financing used to build the project.

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Houlihan Lokey Capital, Inc., as its investment banker and
financial advisor.  Deloitte Financial Advisory Services LLP
serves as restructuring advisor.  Epiq Bankruptcy Solutions serves
as claims and noticing agent.  The Debtor, in its amended
schedules, disclosed $56,778,671 in assets and $321,747,63 in
liabilities.  The petition was signed by Judy Amiano, president.

The Official Committee of Unsecured Creditors proposed to retain
SNR Denton US LLP as counsel.  The Committee also tapped FTI
Consulting, Inc., as its financial advisor.


CLEARWIRE CORP: Incurs $181.8 Million Net Loss in First Quarter
---------------------------------------------------------------
Clearwire Corporation reported a net loss attributable to the
Company of $181.82 million on $322.64 million of revenue for the
three months ended March 31, 2012, compared with a net loss
attributable to the Company of $226.95 million on $236.81 million
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$8.89 billion in total assets, $5.71 billion in total liabilities
and $3.17 billion in total stockholders' equity.

"The compelling growth of wireless data is driving the need for
more spectrum capacity and attracting new entrants to the market,"
said Erik Prusch, President and CEO of Clearwire.  "Clearwire's
high capacity LTE Advanced-ready network will sit at the
intersection of these two trends."

At the end of first quarter 2012, Clearwire operated networks in
the U.S. covering areas where approximately 134 million people
reside, including approximately 132 million people in markets
where we provide 4G services.

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

                        http://is.gd/hix12D

In a separate press release, Clearwire announced that New York
City, San Francisco, Los Angeles, Chicago and Seattle will be
among the 31 cities where the company will launch its TDD-LTE
network during the first half of 2013.  Deployment of Clearwire's
TDD-LTE network will target high demand "hot zones" in major urban
centers where demand for 4G mobile broadband access is high and
the need for deep 4G capacity resources is most acute.

"Our new 4G network will show that not all LTE networks are
created equal," said Erik Prusch, President and CEO of Clearwire.
"Clearwire's LTE Advanced-ready network will deploy our deep
spectrum resources for the next great era in mobile broadband in
which capacity is king.  We're positioned to bring much needed
capacity on a wholesale basis to address the unbridled demand for
mobile data and the scarcity of spectrum in major urban and
suburban markets."

              Clearwire LTE: The Next-Generation of 4G

Clearwire's next-generation LTE Advanced-ready network will be a
major advancement over the current LTE networks deployed in the
U.S.  By leveraging its deep spectrum holdings to commercialize
large contiguous swaths of spectrum in a given market, Clearwire
believes its LTE Advanced-ready network will further differentiate
it as a leader in next-generation 4G mobile broadband technology,
capable of serving the current and anticipated future demands of
wholesale and retail customers.

The company will announce the additional cities where it will
launch TDD-LTE service at a later date.

                    About Clearwire Corporation

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

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

                          *     *     *

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

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


CLEARWIRE CORP: Files Form 10-Q, Incurs $181.8MM Net Loss in Q1
---------------------------------------------------------------
Clearwire Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net loss
attributable to the Company of $181.82 million on $322.64 million
of revenue for the three months ended March 31, 2012, compared
with a net loss attributable to the Company of $226.95 million on
$236.80 million of revenue for the same period during the prior
year.

Clearwire reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at March 31, 2012, showed $8.89
billion in total assets, $5.71 billion in total liabilities and
$3.17 billion in total stockholders' equity.

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

                         http://is.gd/I3h1ms

                     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.

                          *     *     *

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."


CLIFFS CLUB: Moves Forward With Sale to Carlile-Led Group
---------------------------------------------------------
Marie Beaudette and Rachel Feintzeig at Dow Jones' DBR Small Cap
report that Cliffs Club & Hospitality Group Inc. said it will move
forward with a sale to an investor consortium headed up by Carlile
Group after no other bidders stepped forward to participate in a
Chapter 11 auction.

As reported in the Troubled Company Reporter on March 1, 2012, The
Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold.  There are currently
1,385 finished homes, with 63 under construction.  The properties
for sale are owned by non-debtor development companies entities.

Pursuant to the term sheet with Carlile, through a confirmed plan
of reorganization, it is contemplated that:

  (i) The Debtors will transfer all assets -- other than
      avoidance actions and certain other causes of action -- to
      Carlile;

(ii) Carlile will assume the principal outstanding on the senior
      secured notes;

(iii) All administrative expenses and priority claims will be paid
      in full;

(iv) Any valid undisputed mechanics or materialmen's liens will
      be paid in full over time;

  (v) Any undisputed trade unsecured claims (other than member
      claims) will be paid pro rata and in the aggregate 75% over
      time by Carlile;

(vi) Executory contracts of members will be rejected and all
      current and former members, in good standing, will be
      invited to join a new club upon paying a transfer fee and
      dues on a go forward basis; and

(vii) A litigation trust will be established holding $100,000 cash
      and the Debtors' avoidance actions and certain causes of
      action for payment of member claims for the benefit of those
      members who do not elect to join the new club.

The Court-approved bidding procedures contemplated an auction in
the event another party submits a qualified bid by the deadline.

According to the Term Sheet, Carlile will commit up to $85 million
to acquire, joint venture, land bank, or otherwise gain control of
development land and lots.

                      About Cliffs Club

Units of The Cliffs Communities, led by The Cliffs Club &
Hospitality Group, Inc., doing business as The Cliffs Golf &
Country Club, along with 10 affiliates, sought Chapter 11
protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28,
2012.

The Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold.  There are currently
1,385 finished homes, with 63 under construction.  The properties
for sale are owned by non-debtor DevCo entities.

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

Another affiliate, Keowee Falls Investment Group, LLC, filed a
Chapter 11 petition (Bankr. D. S.C. Case No. 12-01399) in
Spartanburg, South Carolina, on March 2, 2012.  Travelers Rest-
based Keowee Falls estimated at least $100 million in assets and
liabilities of up to $50 million.

Judge John E. Waites presides over the Debtors' cases.   Lawyers
at McKenna Long & Aldridge LLP serve as the Debtors' lead counsel.
Dana Elizabeth Wilkinson, Esq., serves as local counsel.  Grisanti
Galef & Goldress serves as restructuring advisors and Katie S.
Goodman of GGG serves as CRO.  BMC Group Inc. serves as the
Debtors' claims and noticing agent.

According to papers filed in Court, the Debtors' total assets had
a $175 million book value at Dec. 31, 2011.  The Debtors' total
liabilities had a $333 million book value at Dec. 31, 2011.  The
petition was signed by Timothy P. Cherry, authorized officer.

Wells Fargo, as Indenture Trustee, is represented in the case by
Daniel S. Bleck, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo P.C.; and Elizabeth J. Philp, Esq., and Michael Beal, Esq.,
at McNair Law Firm P.A.

The Official Committee of Unsecured Creditors is represented in
the case by John B. Butler, III, P.A., and Jonathan B. Alter,
Esq., at Bingham McCutchen LLP.


COLORADO-FAYETTE: Plans to File for Chapter 11 Bankruptcy
---------------------------------------------------------
Andy Behlen at the Schulenburg Sticker reports Colorado-Fayette
Medical Center said on April 18 that it will file for
reorganization under Chapter 11 of the Federal Bankruptcy
Code.

According to the report, a wave of financial troubles has plagued
the Weimar hospital over the last decade but CEO Steve Gularte
said the doors to the hospital as well as the clinics in
Schulenburg and Flatonia will stay open.  At a board meeting on
Feb. 13, the hospital announced that it lost nearly $5.8 million
since 2002, an average loss of over a half-million dollars every
year.  The red ink on the ledger sheet eventually forced the
hospital to deal with its mounting debt.

"You can't keep doing things the same way and expect the situation
to improve," the report quotes Mr. Gularte as saying.  "We have a
mission to perform in this community. Without money, we can't do
that."

Colorado-Fayette Medical Center -- http://www.cfmctx.org-- is a
38-bed private nonprofit healthcare facility providing primary
care.


COMMUNITY MEMORIAL: Wants to Reopen Emergency Department
--------------------------------------------------------
The Associate Press reports that Community Memorial Hospital said
it plans to go before a bankruptcy judge to reopen the emergency
department and other outpatient services at a closed northern
Michigan hospital.

The report relates McLaren Health Care Corp. already has reached
an agreement with the U.S. Center for Medicare and Medicaid
Services.

According to the report, the hospital closed unexpectedly April 3
after a sale to McLaren fell through over issues with the federal
government involving licensing and certification for Medicare and
Medicaid services.

The report says no date has been set for the reopening of the
emergency department and outpatient operations.  Hospital
officials had proposed an expedited sale to McLaren that would
have kept the facility open.

The report notes, after the sale was blocked, the hospital's board
voted to close the facility, a move that many in the lakefront
community about 235 miles north of Detroit found hard to accept.

                About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor estimated assets and debts of
$10 million to $50 million.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.


CPM HOLDINGS: S&P Retains 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
senior secured notes issued by Waterloo, Iowa-based CPM Holdings
Inc. to '3' from '4'. "The '3' recovery rating indicates our
expectation for meaningful (50%-70%) recovery for noteholders
following a payment default. Our recovery expectation has
increased because of the agriculture equipment manufacturer's
recent repurchase of about $38 million of its senior secured
notes; $162 million remains outstanding. CPM's capital structure
also includes an unrated $14.5 million asset-backed revolving
credit facility due 2013," S&P said.

"Our 'B+' corporate credit rating and stable outlook on CPM
Holdings Inc. remain unchanged," S&P said.

RATINGS LIST

CPM Holdings Inc.
Corporate credit rating            B+/Stable/--

Recovery Rating Revised
                                    To             From
Senior secured notes               B+             B+
  Recovery rating                   3              4


CROW PARTNERS: Deal Granting JPMorgan Chase Relief from Stay OK'd
-----------------------------------------------------------------
The Hon. Redfield T. Baum for the U.S. Bankruptcy Court for the
Bankruptcy Court for the District of Arizona signed a stipulated
order granting stay relief and addressing other matters related to
Chase Bank's secured claim.

The stipulation was entered among Crow Partners, LLC and Central
Building, LLC; JP Morgan Chase Bank, N.A., and Neal Smither and
Patricia Smither as guarantors.

Central Building is obligated to Chase Bank on a loan.  The Loan
is evidenced by a Promissory Note dated as of May 5, 2008, in the
original principal amount of $13,200,000 that Central Building
executed in favor of Washington Mutual Bank, FA.  Chase Bank is
the current holder of the Arizona Note.

The Loan is secured by, among other things, the Deed of Trust,
Security Agreement, Assignment of Leases and Rents and Fixture
Filing, dated as of May 5, 2008, by Central Building, as trustor,
for the benefit of Washington Mutual Bank.

As of Feb. 13, 2012, the indebtedness owing by Central Building to
Chase Bank under the Loan Documents totaled the principal amount
of $9,662,000, plus accrued and accruing interest, costs, and
attorneys' fees, and other amounts due and owing under the Loan
Documents.

The primary terms of settlement are:

   1. The automatic stay will be immediately terminated so that
Chase Bank may exercise all of its rights and remedies with
respect to Camelback Place, and, subject to the agreement on cash
collateral, all other Chase Bank Collateral, including, but not
limited to, completing a trustee's sale of Camelback Place or
having a receiver appointed with respect to Camelback Place;

   2. The Debtors and guarantors, and each of them, will not take
any action to impede or interfere with Chase Bank in completing a
trustee's sale with respect to Camelback Place or otherwise
enforcing its rights in the Chase Bank Collateral in accordance
with the terms of the parties' agreement;

   3. The Debtors confirm that there are no unpaid commitments to
tenants at Camelback Place for tenant improvements or similar
commitments, or unpaid commissions owing with respect to any
leases at Camelback Place, except only as disclosed in writing to
Chase Bank prior to the date the motion was filed; and

   4. Chase Bank agrees that, after the stipulated order is
entered, (i) it will cause the pending trustee's sale of Camelback
Place to be concluded as promptly as reasonably possible, and (ii)
it will credit bid for the Chase Bank Collateral the full amount
of the remaining Indebtedness owing after the cash collateral
distributed to Chase Bank is applied.  Further, Chase Bank agrees
that it will either cause the pending trustee's sale of Camelback
Place to be completed or obtain the appointment of a receiver with
respect to the Chase Bank Collateral no later than 30 days after
the stipulated order is entered.  In the event Chase Bank seeks
the appointment of a receiver with respect to the Chase Bank
Collateral, the Debtors and guarantors will stipulate to the
appointment of the receiver and otherwise cooperate with efforts
to obtain the appointment of a receiver.

A full-text copy of the stipulation is available for free at
http://bankrupt.com/misc/CROWPARTNERS_stay_order.pdf

                      About Central Building

Orinda, California-based Central Building LLC filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 11-27970) on Oct. 3, 2011.
Its wholly owned subsidiary, Crow Partners LLC, filed a separate
petition (Bankr. D. Ariz. Case No. 11-27946), listing under
$1 million in assets and debts.  The case is jointly administered
with Crow Partners.

Central Building does business in Arizona under the name Central
Building Camelback LLC.  The Debtors own the County Square
Shopping Center in California and the Camelback Place at Dysart in
Arizona.  The Debtors' sole members are Neal Smither and his
spouse, Patricia Smither.  The equity interests are subject to a
Voting Trust Agreement of which G. Neil Elsey, a principal of
Avion Holdings, LLC, is the voting trustee.  Avion has also been
retained as Restructuring Agent to manage and operate the Debtors
during their restructuring.  Central Building disclosed
$22,913,866 in assets and $19,372,542 in liabilities.

Judge George B. Nielsen, Jr. presides over the case.  Lawyers at
Stinson Morrison Hecker LLP in Phoenix, Arizona, serve as the
Debtors' counsel.  The petition was signed by Neal Smither,
member.


CROWNROCK LP: S&P Raises Corp. Credit Rating to 'B-'
----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Midland, Texas-based CrownRock LP to 'B-' from 'CCC+'.
The outlook is stable.

"At the same time, we raised the issue level rating on CrownRock's
senior unsecured debt to 'CCC+' (one notch below the corporate
credit rating). The recovery rating remains '5', indicating our
expectation of modest (10% to 30%) recovery in the event of a
payment default," S&P said.

"The rating actions reflect CrownRock's improved liquidity profile
following the increase of its borrowing base to $180 million from
$130 million," said Standard & Poor's credit analyst Marc D.
Bromberg. "Pro forma for the increase, liquidity as of Dec. 31,
2011, was nearly $250 million, representing $67 million of cash on
its balance sheet and an undrawn revolver. Because of significant
capital spending to hold acreage in 2012, we previously viewed
liquidity as weak, and potentially insufficient to fund operations
beyond the fourth quarter. CrownRock has very large spending
requirements, including approximately $190 million this year just
to satisfy leasehold obligations in the Permian Basin (we envision
total capital spending of approximately $275 million including
discretionary capex). Cash interest represents an additional
$15 million of liquidity needs. Because of improved liquidity,
along with our West Texas Intermediate (WTI) price assumption of
$85/bbl in 2012, we forecast that CrownRock will have sufficient
liquidity to fund its fixed spending obligations over the next
nine to 12 months without exhausting its resources."

"The ratings reflect CrownRock's small oil and gas reserve and
production base as an independent E&P company. The ratings also
incorporate the company's very aggressive capital spending
requirements to hold its acreage, a high percentage of undeveloped
reserves, a volatile and commodity-based industry, and reliance on
one basin (the Wolfberry region of the Permian Basin) for its
production growth and cash flows. These negative credit factors
are only partially buffered by an oil-weighted reserve profile and
a competitive cost structure. We consider CrownRock's business
risk to be 'vulnerable' and its financial profile to be 'highly
leveraged'," S&P said.

"The outlook is stable reflecting our estimate that liquidity will
be sufficient to meet CrownRock's fixed spending needs in the
near-term and that it will have some flexibility to reduce
spending in 2013. Furthermore, we expect that CrownRock's exposure
to robust oil prices will continue to benefit cash flows and
profitability measures," S&P said.

"We could lower the rating if liquidity declines below $40
million. Such a scenario could occur if the price of WTI declined
meaningfully without a reduction in spending, or if expected
production averages less than 4Mboe/d in 2012, a scenario we could
foresee if the company's drilling program underperforms our
expectations," S&P said.

"We view an upgrade as unlikely over the next 12 months due to our
expectation that spending levels will remain high relative to the
company's liquidity. In addition, we would need to become
confident that CrownRock could consistently meet production and
reserve growth targets given its limited size and scale," S&P
said.


DELPHI CORP: DPH Files Bankruptcy Report for First Quarter
----------------------------------------------------------
DPH Holdings Corp. and its affiliates submitted to Judge Robert
D. Drain of the U.S. Bankruptcy Court for the Southern District
of New York on April 25, 2012, a consolidated operating report
for the quarter period ended March 31, 2012.

DPH Holdings President John C. Brooks said the Reorganized Debtors
posted an operating income of $5 million for the first quarter of
2012.

               DPH Holdings Corp., et al.
               Schedule of Disbursements
          Three Months Ended March 31, 2012

DPH Holdings Corp.                            $2,554,000
ASEC Manufacturing General Partnership                 0
ASEC Sales General Partnership                         0
DPH Medical Systems Colorado LLC                       0
DPH Medical Systems Texas LLC                          0
DPH Medical Systems LLC                                0
DPH-DAS Overseas LLC                                   0
DPH-DAS (Holding), LLC                                 0
DPH Diesel Systems LLC                                 0
DPH Connection Systems LLC                             0
DPH-DAS Services LLC                                   0
DPH-DAS LLC                                       77,000

Mr. Brooks noted that disbursements were allocated to the legal
entities but all disbursements are being made by DPH Holdings
Corp.

In connection with the consummation of Delphi Corp.'s Confirmed
Modified First Amended Joint Plan of Reorganization, DIP Holdco
LLP, now known as Delphi Automotive LLP, as assignee of DIP
Holdco 3 LLC, through various subsidiaries and affiliates,
acquired on October 6, 2009, substantially all of the global core
business of Delphi Corp., now known as DPH Holdings Corp. and its
debtor affiliates, including the stock of Delphi Technologies,
Inc., and the membership interests in Delphi China LLC.  Thus,
neither Delphi Technologies, Inc., nor Delphi China LLC is
included in the current quarterly operating report.

Debtor Delphi Technologies, Inc. filed with the Court a separate
operating report for the quarter ended March 31, 2012.

                 Delphi Technologies, Inc.
                 Schedule of Disbursements
             Three Months Ended March 31, 2012

Delphi Technologies, Inc.                     $8,512,000

Delphi Corp. Treasurer Keith D. Stipp related that operating
expenses plus any applicable cure payments for the quarter ended
March 31, 2012, was used as a proxy for disbursements for Delphi
Technologies, Inc.  Delphi Technologies, he added, had an
operating income of $32 million for the first quarter of 2012.

                       About Delphi Corp.

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

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

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

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

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

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

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


DELPHI CORP: Court Denies LAWS Director's Bid Over 1999 Spinoff
---------------------------------------------------------------
Judge Robert Drain denied Patricia Meyer's request for relief in
Delphi Corp.'s cases for the reasons stated at the hearing.  In a
letter to the Court, Ms. Meyer seeks relief with respect to
alleged claims relating to transactions initiated by General
Motors before the Petition Date and the related assumption and
subsequent termination of certain pension and benefit obligations
of GM by the Reorganized Debtors.

As reported in Delphi Bankruptcy News, Issue No. 215, Ms. Meyer,
director of Labor Advocates Workers Solution, wrote to Judge
Drain, stating that her agency has been investigating the
circumstances surrounding the 1999 GM/Delphi spin-off.

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

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

                       About Delphi Corp.

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

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

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

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

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

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

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


DELPHI CORP: BoNY Mellon Appeals Denial Order
---------------------------------------------
The Bank of New York Mellon, as indenture trustee, Paul
Feinsilver, James A. Klotz and Terrance O' Grady submitted to the
U.S. District Court for the Southern District of New York a
statement of issues and designation of items in connection with
the appeal from Judge Robert Drain's order denying the Indenture
Trustee's motion to proceed in the appropriate tribunal as
against Reorganized Delphi and its affiliates.

The Indenture Trustee specifically wants the District Court to
review whether the U.S. Bankruptcy Court for the Southern
District of New York erred in holding that:

(1) the Assignment and Assumption Agreement between General
    Motors Corporation and Delphi Automotive Systems LLC made as
    of January 1, 1999 was not an executory contract such that
    the Debtors did not assume any postpetition obligations to
    the Indenture Trustee and the Bondholders under the 1999
    Agreement;

(2) the specific assumption of the 1999 Agreement under the
    Amended and Restated Master Restructuring Agreement between
    Delphi Corporation and General Motors Corporation terminated
    the Indenture Trustee's and the Bondholders' rights under
    the 1999 Agreement;

(3) the Indenture Trustee's and the Bondholders' rights under
    the 1999 Agreement were prepetition claims subject to the
    Claims Bar Date Order; and

(4) (a) the claims of the Indenture Trustee and the Bondholders
    were discharged under the Modified First Amended Plan of
    Reorganization and by the discharge provided in Section
    1141(d) of the Bankruptcy Code, and (b) any further
    enforcement by the Indenture Trustee and the Bondholders of
    their claims is barred by the plan injunction under the Plan
    Modification Order.

                           Denial Order

As reported by Delphi Bankruptcy News Issue No. 215, Judge Drain
denied the motion of The Bank of New York Mellon, et al., for
permission to proceed in the appropriate tribunal as against the
Reorganized Debtors.

Judge Drain found that BoNY Mellon, as indenture trustee for the
Sewage Disposal Revenue Bonds Series 1994, in the aggregate
principal amount of $2.75 million, together with Paul Feinsilver,
James A. Klotz and Terrance O'Grady, failed to show cause to lift
the injunction under the Modified First Amended Joint Plan of
Reorganization for reasons stated at the hearing.

The bankruptcy judge further determined that the claims asserted
by BoNY Mellon, et al., to the extent they might be valid, are
barred by the Bar Date Order and the discharge provided in
Section 1141(d) of the Bankruptcy Code, the Modified Plan, and
the July 30, 2009 order confirming the Modified Plan.

The Court retains jurisdiction over the parties to hear and
determine all matters arising from the implementation of the
order.

In their surreply filed before entry of the order, the Reorganized
Debtors maintained that the issue on whether the bonds were not
discharged pursuant to Section 1141(d) was already resolved
definitely by agreement of the parties and order of the Court in
the Joint Stipulation and Order.  The parties specifically
stipulated that the Indenture Trustee is subject to injunctions in
the Modified Plan and the Confirmation Order, Ron E. Meisler,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago,
Illinois, counsel to the Reorganized Debtors, pointed out.

The fact that the debt at issue was not scheduled as to the
Indenture Trustee with respect to the Bonds made it all the more
important for the Indenture Trustee to file a proof of claim.
Despite the requirements of the Bar Date Notice, the Bankruptcy
Code, and the Federal Rules of Bankruptcy Procedure, it is
undisputed that the Indenture Trustee failed to file a proof of
claim, Mr. Meisler insisted.  It also undisputed that the
Indenture Trustee never filed a notice of appearance, a proof of
claim, or established "reasonable procedures" to direct notice in
these Chapter 11 cases, he averred.

As to the Indenture Trustee's other concerns regarding the Master
Restructuring Agreement, Mr. Meisler clarified that the
Reorganized Debtors did not assume the 1999 Assignment Agreement
pursuant to the Amended MRA.  There is also no basis for
concluding that Delphi undertook postpetition obligations
enforceable by the Indenture Trustee by virtue of the Amended MRA
as the Indenture Trustee and the Bondholders are not parties to
the Amended MRA, he argued.  Because GM granted the Debtors a
full release as part of its consideration under the Modified
Plan, omission of the MRA as among the contracts to be terminated
in the Master Disposition Agreement should not affect, in any
way, the outcome of the Indenture Trustee's Motion, he asserted.

                       About Delphi Corp.

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

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

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

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

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

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

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


DESIGNERWARE LLC: Bankruptcy Filing Halts Cyber-Spying Suit
-----------------------------------------------------------
Lisa Thompson at Erie Times-News reports that DesignerWare LLC's
bankruptcy filing halted, at least temporarily, a lawsuit a
Wyoming couple filed against DesignerWare in May 2011.  The
couple, Crystal and Brian Byrd, claim DesignerWare's software, PC
Rental Agent, was installed on a computer they bought at an
Aaron's Rental Store in Casper, Wyo., and then used to spy on
Brian Byrd as he played online poker.

The report relates, in a recent order, U.S. District Judge Sean J.
McLaughlin put a stay on the proceedings against DesignerWare.  In
the meantime, the case against the other defendants, Aaron's Inc.
and Aspen Way Enterprises of Montana, the Aaron's franchisee that
sold the Byrds their computer, is still pending.  In a recent
hearing, Judge McLaughlin gave the Byrds' lawyers 60 days to
reformulate their complaints against Aspen Way and Aaron's Inc.

The report notes the Byrds claim PC Rental Agent violates federal
wiretap laws because it secretly captures a user's keystrokes and
screen images and uses the computer Web camera to take a picture
of the computer's user.

The report relates Aspen Way argued that the suit against it was
improperly filed in Pennsylvania.  Judge McLaughlin agreed the
Byrds had no basis for suing Aspen Way in Pennsylvania.

Based in Pennsylvania, DesignerWare LLC is a software developer.
The Company filed for Chapter 11 protection on March 19, 2012
(Bankr. W.D. Pa. Case No. 12-10397).  Robert S. Bernstein, Esq.,
at Bernstein Law Firm, P.C., represents the Debtor.


DEWEY & LEBOEUF: Greenberg Talks End; Patton Boggs Next
-------------------------------------------------------
The Wall Street Journal's Jennifer Smith and Ashby Jones report
that Greenberg Traurig LLP has called off discussions on a
possible deal with Dewey & LeBoeuf LLP.  WSJ also reports a person
familiar with the matter said Dewey is in talks with Washington
D.C.-based Patton Boggs LLP.

WSJ also relates a person familiar with the situation said Sunday
while official talks are over, Greenberg leaders are continuing
informal efforts to cherry-pick certain Dewey lawyers and practice
groups.

The report notes a Greenberg spokeswoman said the 1,700-lawyer
firm had discontinued discussions with Dewey, but declined to
comment on "speculation and rumors" about recruitment of
individual partners.

Dewey and Patton Boggs also declined to comment to the WSJ report.

An internal memorandum reviewed by The Wall Street Journal
indicates Dewey told its global partnership Sunday that while
discussions with Greenberg had ended, it was in talks "with other
firms about a possible transaction."

The Dewey memo also said that Steven Davis, its chairman until
several weeks ago, had been removed from the firm's five-partner
Office of the Chairman and from its executive committee, in the
firm's "best interests."

According to WSJ, Mr. Davis on Sunday sent an e-mail to the firm's
partnership, expressing deep "regret" about the firm's plight, and
saying he had "not engaged in any misconduct."  In the e-mail,
which was reviewed by the Journal, he said he was "saddened by the
events of the last several days" and said that all of his
"decisions as chairman were made in good faith and in the firm's
best interest."

WSJ also relates that Dewey said in another internal memo reviewed
by the Journal that the Manhattan district attorney's office had
begun last week an investigation focused on Mr. Davis.  The
district attorney's office has declined to comment.

"No inferences about the outcome of the DA's or the firm's
investigation should be taken from this action," Dewey said in its
latest memo, according to the report.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.


DEWEY & LEBOEUF: 90 to 120-Day Extension of Bank Loan Sought
------------------------------------------------------------
The Wall Street Journal's Jennifer Smith and Ashby Jones report
that a person familiar with the matter said Dewey & LeBoeuf LLP at
one point Sunday had discussed a 90 to 120-day extension of the
loan with a syndicate of bank lenders, but the situation was
fluid.

WSJ notes the firm has been considering options including a merger
that could involve a prearranged bankruptcy filing.  Dewey has
recently been in talks with the bank lenders to renegotiate a $100
million credit line.

WSJ relates problems have been deepening at Dewey, which has lost
about 70 partners since January amid disputes over compensation.
The firm has drawn some $75 million on a $100 million revolving
credit line, and it faces a looming deadline to renegotiate the
terms of the loan with a syndicate of banks.  Dewey leadership
said on Friday that those negotiations were continuing.

WSJ also reports Dewey owes at least $145 million to at least
seven insurers companies that purchased a private bond the firm
floated in 2010, according to 2011 filings with U.S. state
insurance departments analyzed by the research firm SNL Financial
and some of the insurers.  WSJ, citing figures from SNL and people
familiar with the matter, says the insurers with the biggest
exposure are:

     Hartford Financial Services Group Inc.     $40 million
     British insurer Aviva                      $35 million
     Dutch company Aegon NV                     $25 million

WSJ says some insurers confirmed their holdings but all declined
to discuss the investment or say if Dewey recently has discussed
any of its plans with them.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.


DEX MEDIA WEST: Bank Debt Trades at 36% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 63.50 cents-on-
the-dollar during the week ended Friday, April 27, 2012, an
increase of 0.63 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. 24, 2014, and carries Moody's 'Caa3' rating and Standard &
Poor's 'D' rating.  The loan is one of the biggest gainers and
losers among 162 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                 About R.H. Donnelley & Dex Media

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. in the states, where Qwest is the primary incumbent local
exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.

                           *     *     *

In early April 2012, Standard & Poor's Ratings Services raised its
corporate credit rating on Cary, N.C.-based Dex One Corp. and
related entities to 'CCC' from 'SD' (selective default). The
rating outlook is
negative.

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

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

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


DEX ONE: Reports $57.5 Million Net Income in First Quarter
----------------------------------------------------------
Dex One Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $57.57 million on $344.42 million of net revenues for the three
months ended March 31, 2012, compared with net income of
$55.41 million on $391.23 million of net revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2012, showed $3.14
billion in total assets, $3.09 billion in total liabilities and
$48.87 million in total shareholders' equity.

Dex One CEO Alfred Mockett said, "First quarter ad sales were
consistent with guidance and reflect continued weakness with our
print offering, particularly in large markets.  We expect sales
trends to improve in the subsequent quarters of 2012 as reflected
by our second quarter ad sales guidance.  Looking ahead, our
mobile and online marketing solutions should continue to post
solid gains, generating digital bookings growth in excess of 30
percent.

"During the first quarter we made progress on each of our 2012
priorities.  Digital bookings growth in the first quarter was 32%,
while our bundles provided customers with an easy way to purchase
a powerful combination of local marketing services.  Bundles
remain on track to account for half of bookings by year-end."

Greg Freiberg, Dex One CFO, added, "In the first four months of
2012, we expect to retire $425 million of debt.  While we continue
to reduce expenses, we will look for additional opportunities to
strengthen the balance sheet."

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

                        http://is.gd/6Z09hG

                           About Dex One

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

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

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

                           *     *      *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DR HORTON: S&P Rates Proposed $300-Mil. Senior Notes 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue rating
and '3' recovery rating to D.R. Horton Inc.'s proposed offering of
$300 million of senior notes due 2017. "Our '3' recovery rating
indicates our expectation for a meaningful (50%-70%) recovery in
the event of a default," S&P said.

"The company plans to use proceeds from the offering for general
corporate purposes. Standard & Poor's expects the offering to
immediately bolster the company's holdings of unrestricted cash
and marketable securities (which totaled approximately $1.0
billion at March 31, 2012), providing additional funds for
investment in land and inventory. The offering will also help the
issuer repay its 2013 and 2014 debt maturities. The notes will be
guaranteed by substantially all of D.R Horton's homebuilding
subsidiaries and will rank equally with the company's other senior
unsecured obligations," S&P said.

"Our ratings on Ft. Worth, Texas-based D.R Horton reflect the
company's 'fair' business risk profile. D.R. Horton is the
nation's largest homebuilder by volume, having delivered 17,900
homes during the 12 months ended March 31, 2012, primarily to
first-time homebuyers. In our view, the company has successfully
grown its market share over the past year because of its low
average price point (approximately $216,000) and its comparably
more aggressive speculative construction strategy. We still view
D.R. Horton's financial risk profile as 'aggressive,' but it is
improving. Debt-to-EBITDA (including operating leases) totaled
6.8x at Dec. 31, 2011. While this metric is higher than among
similarly rated industrial peers, we expect it to improve over the
next 18 months," S&P said.

"Our positive outlook on the company acknowledges our expectation
that credit metrics will improve to the mid-5x area by year-end
2012, with further improvement expected in 2013. We could raise
our corporate credit rating to 'BB' if we think D.R. Horton is
poised to achieve low double-digit revenue growth in 2013 and
EBITDA margins (excluding impairments and interest in cost of
sales) in the mid-7% area. Under this scenario, we would expect
debt-to-EBITDA to decline to the mid-4x area by year-end 2013.
However, we could revise the outlook to stable if sales growth is
more moderate than we currently expect (i.e., it falls below 5%)
and EBITDA margins (excluding impairments and interest in cost of
sales) decline to the high 6% area. Under this scenario, an
upgrade is unlikely and we would not expect debt-to-EBITDA
(including operating leases) to improve materially from the
current high-6x area," S&P said.

RATING LIST

D.R. Horton Inc.
  Corporate credit rating      BB-/Positive

New Rating

D.R. Horton Inc.
$300 million senior notes due 2017    BB-
  Recovery rating                      3


DRSK1 LLC: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: DRSK1, LLC
        2404 Alaqua Drive
        Longwood, FL 32779

Bankruptcy Case No.: 12-05409

Chapter 11 Petition Date: April 23, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: James H. Monroe, Esq.
                  JAMES H. MONROE, P.A.
                  P.O. Box 540163
                  Orlando, FL 32854
                  Tel: (407) 872-7447
                  Fax: (407) 246-0008
                  E-mail: jhm@jamesmonroepa.com

Scheduled Assets: $723,884

Scheduled Liabilities: $1,317,688

A copy of the Company's list of its 11 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-05409.pdf

The petition was signed by Dilipkumar M. Patel, managing member.


DUNE ENERGY: Amends $29.2 Million Resale Prospectus
---------------------------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission amendment no.1 to Form S-1 relating to the resale of up
to 29,174,957 shares of common stock, par value $0.001 per share,
of the Company.  The common stock may be offered for sale from
time to time by West Face Long Term Opportunities Global Master
L.P., TPG Funds, Mardi Gras Ltd., et al.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "DUNR."  On April 26, 2012, the closing price of
the Company's common stock on the bulletin board was $3.01.

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

                        http://is.gd/sPgwpf

                         About Dune Energy

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

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

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

                           *     *     *

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

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

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


EASTMAN KODAK: Asks for Aug. 16 Deadline to Decide on Leases
------------------------------------------------------------
Eastman Kodak Co. and its affiliated debtors sought a court order
granting them a three-month extension to determine whether to
assume or reject their unexpired leases.

In a motion filed with the U.S. Bankruptcy Court in Manhattan,
Eastman Kodak proposed to extend the deadline to August 16, 2012,
saying the company needs more time to determine which of their
leases should be assumed.

"The debtors are continuing their strategic review of their lease
portfolio in connection with their efforts to preserve and
maximize value through these Chapter 11 cases," said the
company's lawyer, Pauline Morgan, Esq., at Young Conaway Stargatt
& Taylor LLP, in New York.

"Given the number of unexpired leases and the size and complexity
of these Chapter 11 cases, the debtors need more time to complete
this strategic review process," Ms. Morgan said in the court
filing.

A court hearing on the proposed extension is scheduled for
May 10, 2012.  Objections are due by May 3, 2012.

                       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: Deadline to File Removal Notices Moved to Aug. 16
----------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan authorized Eastman Kodak
Co. to file notices of removal of pre-bankruptcy lawsuits until
August 16, 2012.

The ruling allows the company to evaluate and determine which
lawsuits are subject to the automatic stay and which of them
should be removed.

Eastman Kodak and its affiliated debtors are involved in about
100 lawsuits, some of which have not been automatically halted by
their bankruptcy filing.

                        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: Shutterfly Acquiring Kodak Gallery for $23.8-Mil.
----------------------------------------------------------------
Shutterfly Inc. will acquire Kodak Gallery from Eastman Kodak Co.
for $23.8 million after no other bidders came forward with a
better offer for the online photo service.

Shutterfly Inc., an Internet-based social expression and personal
publishing service, made a $23.8 million "stalking horse" bid for
Kodak Gallery last month, setting a floor for further offers.

There were no other bids by the April 20 deadline, causing the
cancellation of the auction scheduled for April 26.

A hearing to approve the sale is scheduled for April 30.

According to The Wall Street Journal, Kodak Gallery is one of many
assets that Eastman Kodak failed to turn into a hit.  At its peak,
Kodak Gallery generated $150 million in revenue for the company
but it was never profitable, The Journal reported, citing people
familiar with the matter as its source.

Traffic to Kodak Gallery's Web site tapered off in recent years
as it faced competition from Shutterfly and other companies.  In
March, it had 971,000 unique visitors to its Web site, a 29%
decline from a year earlier, according to the WSJ.

Kodak's $400 million in 7% convertible notes due 2017 traded at
2:43 p.m. April 25 for 30.375 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

                       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: Seeks Nod of New ORIC Policy Terms
-------------------------------------------------
Eastman Kodak Co. is asking the U.S. Bankruptcy Court in Manhattan
to approve new provisions in the insurance policies proposed by
Old Republic Insurance Co. and a Canadian affiliate in a bid to
have those policies renewed by the insurance firms.

The insurance firms earlier proposed to continue to provide
insurance coverage to Eastman Kodak and its affiliated debtors
for the policy year May 1, 2012-May 1, 2013.  The firms, however,
will only renew the insurance policies if the bankruptcy court
approves additional provisions in those policies.

One of the provisions requires Eastman Kodak to remit payment for
any obligations currently outstanding under its various insurance
agreements with the firms.

Another provision exempts the insurance firms from being
subjected to any bar date for filing proofs of claims with
respect to their claims under the insurance agreements.

The insurance firms also proposed that Eastman Kodak's rights
against all collateral held by the firms should be governed by
the insurance agreements, and that any post-petition obligations
under those agreements should be administrative obligations
entitled to priority under Section 503(b) of the Bankruptcy Code.

A court hearing is scheduled for April 30, 2012.  Objections are
due by April 27, 2012.

                       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: Proposes to Assume Pacts With Hitchcock, OAI
-----------------------------------------------------------
Eastman Kodak Co. and its affiliated debtors are seeking court
approval to assume their contracts with OnPoint Analytics Inc.
and Richard Hitchcock in a bid to continue to get their services.

The company entered into a contract with OnPoint prior to its
bankruptcy filing to avail of the firm's services in connection
with a lawsuit it filed against Epson Imaging Devices Corp. in
2010.  The lawsuit is set for trial in November 2012.

Meanwhile, the other contract allows Eastman Kodak to avail of
Mr. Hitchcock's services in connection with its pension schemes
in the United Kingdom.  Mr. Hitchcock is a barrister who gives
expert advice to companies including U.S. companies which are in
bankruptcy protection and which face lawsuits from U.K. pension
regulators.

OnPoint and Mr. Hitchcock are "unwilling" to continue to provide
their services without the assumption of the contracts, according
to court filings.

Eastman Kodak's lawyer, Pauline Morgan, Esq., at Young Conaway
Stargatt & Taylor LLP, in New York, said the two experts have
knowledge critical to help the company prosecute the Epson
lawsuit and settle potential pension claims, and that they would
be difficult to replace.

A court hearing on the proposed assumption of the contracts is
scheduled for May 10, 2012.  Objections are due by May 3.

                       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: 1st Quarter Results Show Improvement
---------------------------------------------------
Eastman Kodak Company reported that its strategy of focusing on
its most profitable businesses and strengthened cost controls
resulted in profitability improvements in both of its business
segments during the quarter and an increased cash balance at the
end of the quarter.

Selling, General and Administrative (SG&A) expenses decreased by
$84 million compared to the first quarter of 2011, as Kodak
reduced its investment in unprofitable business lines and
consolidated into two business segments -- Commercial and
Consumer.  Kodak's liquidity improved, ending the first quarter
with a cash balance of $1.4 billion, up $500 million from year-end
2011, as a result of $600 million in net new financing,
utilization of the Chapter 11 process, and reduced year-over-year
cash usage for continuing operations.

"During the quarter, we took decisive steps -- including filing
for Chapter 11 and exiting unprofitable businesses -- to
accelerate our transformation and emerge in 2013 as a profitable,
sustainable business," said Antonio M. Perez, Chairman and Chief
Executive Officer. "As a result, during the quarter we saw
improved profitability of our Commercial and Consumer business
segments. We will continue to exploit our competitive advantage at
the intersection of materials science, digital imaging, and
deposition technologies. Our commercial and consumer products and
services continue to offer unique technologies and market-leading
value propositions.

"With the support of our valuable suppliers, we continued to serve
our customers with the same high-quality products and services
that they have come to expect from Kodak. As demonstrated by our
performance in the first quarter, Kodak's reorganization is
proceeding according to plan. As we move forward, we are
continuing to make progress in realizing each of these fundamental
objectives in our Chapter 11 filing. We have exceptionally
talented and dedicated employees, and I am proud of the way they
managed the immediate impact of the filing. I also want to extend
appreciation to our customers for their continued loyalty."

Kodak noted that since filing for Chapter 11 reorganization in
January, the company has bolstered its liquidity, and made good
progress in the process of monetizing its non-strategic
intellectual property, right-sizing its legacy liabilities, and
focusing the company on a core set of businesses that most
profitably leverage Kodak's exceptional technology and brand
strengths.

Kodak's revenue of $965 million in the quarter represented a
decline of 27 percent from the same period in the prior year,
reflecting the exit of digital cameras, continued secular decline
of the traditional businesses, and a $61 million reduction in
revenue associated with a tax refund sharing agreement with
intellectual property licensees. This reduction is the result of a
refund of Korean withholding taxes recorded in the quarter as a
$122 million income tax benefit.

The Consumer Segment's loss improved by $23 million in the first
quarter of 2012 to $164 million from $187 million in the same
period in the prior year. Excluding the impact of the Korean tax
refund, the Consumer Segment generated an $84 million year-over-
year improvement in profitability. Driving this improvement were
several factors, including enhanced cost controls, solid revenue
growth in the retail systems solutions business driven by higher
demand for consumables, a 34% increase in consumer inkjet ink
revenues, and the decision to phase out of the digital capture
business.

The profitability of the Commercial Segment modestly improved,
driven by a reduction in operating expenses, with a segment loss
of $64 million. The improvement in operating expenses was
partially offset by continued decline in the traditional business,
price erosion on plates due to industry overcapacity, and the
slowdown in industry activity prior to the start of the drupa
trade show. At the drupa trade show, opening next week in
Dusseldorf, Germany, Kodak will present one of the broadest, most
integrated portfolios in the graphic communications industry.
Among the new products Kodak will highlight are the 1,000 fpm
KODAK PROSPER 6000XL Press, the 3,000 fpm KODAK PROSPER S30
Imprinting System, the KODAK FLEXCEL Direct Platemaking System,
and KODAK SONORA XP Process-Free Plates.

On the basis of GAAP, the company reported a first quarter net
loss of $366 million compared with a net loss of $246 million from
the prior-year quarter. The results reflect the improvement in
segment profitability discussed above, reorganization costs
associated with the Chapter 11 case, the absence of a gain from an
asset sale in the prior-year quarter, and higher restructuring
charges, partially offset by the tax benefit from the net impact
of the Korean tax refund.

Kodak noted that as of March 31, 2012, it was in compliance with
all covenants under its lender agreements.

"Kodak is focusing on its opportunities, reducing costs, and fine-
tuning the balance between liquidity and growth to enable the
enterprise to emerge from its Chapter 11 restructuring in 2013 as
a leaner, stronger, and sustainable business," Mr. Perez said.

A copy of the Form 10-Q for the quarter ended March 31, 2012,
filed with the Securities and Exchange Commission is available for
free at http://is.gd/j9nl1J

                        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).


ELEPHANT TALK: Files Form S-3, Registers 7.5MM Common Shares
------------------------------------------------------------
Elephant Talk Communications Corp. filed with the U.S. Securities
and Exchange Commission a Form S-3 registering up to 7,586,207
shares of the Company's common stock to be sold by Hudson Bay
Master Fund, Ltd., Iroquois Master Fund Ltd., JGB Capital LP, et
al.

All of the offered shares are issuable, or may in the future
become issuable, in connection with a private placement of certain
8% senior secured convertible notes issued on March 30, 2012, with
an original principal amount of $8,800,000.  The shares of common
stock being offered for resale by the selling stockholders
pursuant to this prospectus include: shares of common stock which
may be issued to selling stockholders as  a result of conversion
of the Convertible Notes; shares of common stock which may be
issued in lieu of monthly interest and principal amortization
payments on the Convertible Notes; and additional shares of common
stock that may be issued to the selling stockholders as a result
of conversion price anti-dilution adjustments applicable to the
Convertible Notes.

No underwriter or other person has been engaged to facilitate the
sale of shares of the Company's common stock in this offering.
The Company is paying the cost of registering the shares of the
Company's common stock covered by this prospectus as well as
various related expenses.  The selling security holders are
responsible for all selling commissions, transfer taxes and other
costs related to the offer and sale of their shares of the
Company's common stock.

The Company's common stock is traded on the NYSE Amex under the
symbol "ETAK."  On April 23, 2012, the closing sale price of the
Company's common stock on the NYSE Amex was $2.22 per share.

A copy of the prospectus is available for free at:

                        http://is.gd/8i8SSB

                       About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

The Company reported a net loss of $25.31 million in 2011, a net
loss of $92.48 million in 2010, and a net loss of $17.29 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed
$44.81 million in total assets, $9.71 million in total
liabilities, and $35.09 million in total stockholders' equity.


EMMIS COMMUNICATIONS: Enters Into NY 98.7FM Programming Deal
------------------------------------------------------------
Emmis Communications announced a long-term Local Programming and
Marketing Agreement with ESPN Radio to provide programming and
sell advertising on New York's 98.7FM.  Emmis also entered into a
transaction to sell the intellectual property rights of Kiss FM,
the current format Emmis programs on 98.7FM, to YMF Media, which
is in the process of acquiring New York radio stations WBLS-FM and
WLIB-AM.  In conjunction with these transactions, Emmis also
announced that it entered into a loan agreement with a large
insurance company.  The total consideration related to the
proceeds from the loan agreement, initial payment from the sale of
Kiss FM intellectual property rights, and the present value of
certain loan reserves required under the agreement with the
insurance company which Emmis expects to receive in the future,
will be approximately $96 million.  The long-term LMA is not tied
to a sale of the station.  Transaction proceeds will be used to
repay amounts outstanding under Emmis' senior credit facility and
to pay transaction fees and expenses.

"We want to thank our loyal employees and especially the fans of
Kiss FM for an amazing 30 year run including several periods where
Kiss was the number one ranked station in New York," Emmis
Chairman and CEO Jeff Smulyan said.  "Recent changes in the way
radio ratings are measured made it very difficult for us to find
success with Kiss FM despite the great work of our Emmis New York
team.  We hope the best parts of Kiss will continue to live on.
With enhanced financial flexibility we look forward to enhancing
our service to New York's urban community at our award winning
Hot97 brand."

This weekend Emmis New York plans to celebrate 30 years of Kiss
FM.  Emmis purchased Kiss FM 98.7 in 1994.

"I have so many friends on the Kiss FM team and this is an
extraordinarily difficult decision for me, however the benefits to
the financial health of Emmis as a whole are significant.  Coupled
with the sale of a controlling interest in three of our radio
stations to Merlin Media and the forthcoming sale of KXOS in Los
Angeles, we will have one of the healthiest balance sheets in
media thereby positioning Emmis for future growth," Smulyan said.

The Emmis employees affected by the announcement will receive
generous severance packages.

Paul, Weiss, Rifkind, Wharton & Garrison LLP and Wiley Rein LLP
served as legal counsel and Moelis & Company served as financial
advisor to Emmis.

             Local Programming and Marketing Agreement

On April 26, 2012, a subsidiary of Emmis Communications
Corporation entered into a Local Programming and Marketing
Agreement with New York AM Radio, LLC, pursuant to which,
commencing April 30, 2012, Programmer will purchase from Emmis the
right to provide programming on radio station WRKS(FM), 98.7FM,
New York, NY, until Aug. 31, 2024, subject to certain conditions.
Disney Enterprises, Inc., the parent company of Programmer, has
guaranteed the obligations of Programmer under the LMA.  Emmis'
subsidiary will retain ownership of the Station during the term of
the LMA and will receive an annual fee from Programmer of
$8,435,000 for the first year of the term under the LMA, which fee
will increase by 3.5% each year thereafter until the LMA's
termination.  Emmis' subsidiary plans to assign the LMA to a
special-purpose subsidiary in connection with the funding of the
Note under the Participation Agreement.

A copy of the Local Marketing Agreement is available for free at:

                        http://is.gd/g0F6sk

                      Participation Agreement

On April 26, 2012, the Financing Subsidiary and a subsidiary of
the Financing Subsidiary which was formed to hold the Federal
Communications Commission license for the Station entered into a
Participation Agreement with Wells Fargo Bank Northwest, National
Association and Teachers Insurance and Annuity Association of
America.  Pursuant to the Participation Agreement, the Holder will
sell to TIAA a 100% participation interest in a 4.10% promissory
note to be issued, jointly and severally, by the Financing
Subsidiary and the License Subsidiary  in the principal amount of
$82.5 million.  The Note will mature on Aug. 1, 2024, and will
bear interest at a rate equal to 4.10% per annum.

A copy of the Participation Agreement is available at:

                        http://is.gd/JQxU74

                      Asset Purchase Agreement

On April 5, 2012, certain of the Contributors entered into an
Asset Purchase Agreement with YMF Media LLC.  Yucaipa Corporate
Initiatives Fund II, L.P., Yucaipa Corporate Initiatives
(Parallel) Fund II, L.P., Fortress Credit Funding I, LP.,
Drawbridge Special Opportunities Fund Ltd. and CF ICBC LLC agreed
to guarantee certain obligations of the Purchaser under the Asset
Purchase Agreement.

Pursuant to the Asset Purchase Agreement, the Contributors agreed
to sell certain intellectual property rights to the Purchaser, and
the Purchaser agreed to also assume certain liabilities of the
Contributors, in the event the Contributors commence broadcasting
ESPN programming on the Station under a Local Programming and
Marketing Agreement.  The purchase price is $10,000,000, plus
quarterly earn-out payments, if any, equal to 15% of the
incremental gross revenue over a three-year period in excess of
calendar 2011 gross revenues attributable to radio station
WBLS(FM), 107.5FM, New York, NY.

The transactions contemplated by the Asset Purchase Agreement
become effective on May 7, 2012.

A copy of the Asset Purchase Agreement is available at:

                        http://is.gd/2zOKzS

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company reported a consolidated net loss of $11.54 million on
$251.31 million of net revenues for the year ended Feb. 28, 2011,
compared with a consolidated net loss of $118.49 million on
$242.56 million of net revenues during the prior year.

For the nine months ended Nov. 30, 2011, the Company reported net
income attributable to common shareholders of $97.72 million on
$185.08 million of net revenues, compared with a net loss
attributable to common shareholders of $7.92 million on $193.24
million of net revenues for the same period during the prior year.

The Company's balance sheet at Nov. 30, 2011, showed $365.70
million in total assets, $344.92 million in total
liabilities,$56.38 million in series A cumulative convertible
preferred stock and a $35.60 million total deficit.

                           *     *     *

Emmis carries Caa2 corporate family rating and a Caa3 probability
of default rating from Moody's.

In July 2011, Moody's Investors Service placed the ratings of
Emmis on review for possible upgrade following the company's
earnings release for 1Q12 (ended May 31, 2011) including
additional disclosure related to the pending sale of controlling
interests in three radio stations. The sale of the majority
ownership to GCTR will generate estimated net proceeds of
approximately $100 million to $120 million, after taxes, fees and
related expenses. Emmis will retain a minority equity interest in
the operations of the three stations and Moody's expects senior
secured debt to be reduced resulting in improved credit metrics.


ENEA SQUARE: Reorganization Case Converted to Chapter 7
-------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California converted the Chapter 11 case of
Enea Square Partners, L.P., to one under Chapter 7 of the
Bankruptcy Code.  The Debtor had requested that the Court dismiss
its case.

Enea Square Partners, LP, is the owner of commercial property
including five parcels located in Concord, California.  Enea
Square filed for Chapter 11 protection (Bankr. N.D. Calif. Case
No. 11-44888) on May 4, 2011.  Bankruptcy Judge Roger L. Efremsky
presides over the case.  Chris D. Kuhner, Esq., at Kornfield,
Nyberg, Bendes & Kuhner, in Oakland, Calif., represents the Debtor
in its restructuring effort.  The Debtor estimated assets and
debts at $10 million to $50 million.


ETHAN ALLEN: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Ethan Allen Associates, LLC
        148 Deer Hill Avenue
        Danbury, CT 06810

Bankruptcy Case No.: 12-50738

Chapter 11 Petition Date: April 23, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: James M. Nugent, Esq.
                  HARLOW, ADAMS, AND FRIEDMAN, P.C.
                  One New Haven Avenue, Suite 100
                  Milford, CT 06460
                  Tel: (203) 878-0661
                  Fax: (203) 878-9568
                  E-mail: jmn@quidproquo.com

Scheduled Assets: $939,820

Scheduled Liabilities: $2,540,615

A copy of the Company's list of its nine largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ctb12-50738.pdf

The petition was signed by Alison Y. Ling, member.


FEDERAL-MOGUL: Calif. Court Rules in Bankhead v. Pneumo Abex
------------------------------------------------------------
In this asbestos personal injury case, a jury found Pneumo Abex
LLC liable to Gordon and Emily Bankhead for compensatory and
punitive damages.  On appeal, Abex does not challenge the jury's
verdicts as to liability or the amount of compensatory damages.
It contends only that the punitive damages award is excessive
because the trial court erred in excluding from evidence an
unaudited financial statement for Abex that was not prepared in
the ordinary course of business, and in admitting evidence of
Abex's contractual right to indemnity from third parties, as well
as evidence regarding the financial condition of those third
parties.

The Court of Appeals of California, First District, Division Four,
in an April 26, 2012 decision, held that the exclusion of the
unaudited financial statement was proper.  The appellate court
also concluded that given the limited purpose for which the trial
court admitted the challenged evidence, and the other evidence
supporting the punitive damages award, Abex has not satisfied its
burden on appeal to show that there was any error in the trial
court's evidentiary rulings.  Nor has Abex shown that it was
prejudiced by any of the errors it contends were committed.  The
trial court decision is affirmed.

Abex is the successor in interest to another company, Abex
Corporation, which manufactured asbestos-containing friction
products, including brake linings for installation on commercial
truck brakes.  At least by the 1960's, Abex knew that workers
exposed to asbestos dust were at risk of developing asbestos-
related diseases, including mesothelioma.  Nonetheless, Abex did
not put warnings on its products until 1972 or later, and even
then, only used the word "caution."  Abex continued to sell
asbestos-containing brake products until 1987.

In 1994, Abex sold its entire friction product division to another
company, Wagner Electric Corp., a subsidiary of Cooper Industries,
Inc.  As consideration for the sale, Abex received over $207
million in cash, and an indemnity agreement from Wagner for
asbestos-related claims against Abex brought after 1998.  Wagner's
parent corporation, Cooper Inc., later became Cooper Industries,
LLC, which in turn is a subsidiary of another entity, Cooper
Industries plc.

In 1998, Wagner was sold to Federal-Mogul Corporation, which
agreed to assume Wagner's indemnity obligations to Abex.  As part
of the sale transaction, Cooper LLC agreed to guarantee the
payment of the indemnity obligations owed to Abex by Wagner.
Accordingly, after Federal-Mogul filed for Chapter 11 bankruptcy
in 2001, Cooper LLC took responsibility for paying asbestos-
related judgments against Abex.

Abex continued to operate other aspects of its business until
2004, but then went out of business entirely, and ceased to
generate any income. At the time this case went to trial, Abex
still existed as a legal entity, but its principal activity was
responding to claims and lawsuits, primarily for asbestos-related
injuries.  To cover its remaining asbestos-related liabilities,
Abex relies on its right to indemnity from Wagner, which Cooper
LLC, as guarantor, actually pays.

Gordon Bankhead was exposed to asbestos dust from brake linings,
including those manufactured by Abex, during the 30 years he
worked at automotive maintenance facilities, primarily as a "parts
man," starting in 1965 and continuing through his retirement in
1999.  As a result of this exposure, he contracted mesothelioma, a
form of lung cancer, in 2009.  After his mesothelioma was
diagnosed in January 2010, he sued numerous defendants, including
Abex and ArvinMeritor.  By the time the case went to trial on Oct.
15, 2010, he had settled with all but four of the defendants.

A jury returned a verdict awarding the Bankheads $9 million in
punitive damages against Abex.  Abex filed motions for judgment
notwithstanding the verdict and for new trial.  The trial court
denied both motions, and the appeal ensued.

The case is Emily Bankhead, Plaintiff and Respondent, v. Pneumo
Abex LLC, Defendant and Appellant, Nos. A131378, A135224 (Calif.
App. Ct.).  A copy of the decision is available at
http://is.gd/40UILufrom Leagle.com.

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
01-10582) on Oct. 1, 2001.  Attorneys at Sidley Austin Brown
& Wood, and Pachulski, Stang, Ziehl & Jones, P.C., represented the
Debtors in their restructuring effort.  The Debtors disclosed
$10.15 billion in assets and $8.86 billion in liabilities as of
the Chapter 11 filing.  Attorneys at The Bayard Firm represented
the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14, 2007.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.


FGIC CORP: Court Enters Plan Confirmation Order
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FGIC Corp. on April 23 won the signature of the
bankruptcy judge of an order confirming a Chapter 11 plan that
replaces a prepackaged reorganization that fell apart.  The
insurance holding company submitted the new plan in February with
support from the creditors' committee, the insurance unit and New
York insurance regulators.

According to the report, the basis for the new plan is an
agreement where the insurance subsidiary will contribute $10
million so the cash distribution to unsecured creditors will be in
the range of 5.5% to 6%, according to the disclosure statement.
In addition, creditors are receiving the new equity.  Existing
stock will be extinguished when the plan is implemented.  The plan
eliminates about $391.5 million in debt, consisting largely of
$46 million on a revolving credit and $325 million in 6% senior
notes due 2034.  The revolving credit debt is treated as
unsecured.

The report recounts that along with the Chapter 11 petition in
August 2010, FGIC filed a proposed plan where unsecured creditors
would receive about 3% or less in cash plus stock of the bond
insurance subsidiary, Financial Guaranty Insurance Co.  The plan
became infeasible when an exchange offer failed.

Mr. Rochelle notes that the new plan incorporates a modified tax-
sharing agreement where the company responsible for losses will
receive tax refunds and other benefits.  The agreement removes the
chance that the FGIC parent could contend that the insurance
subsidiary has only an unsecured claim for tax refunds.

                         About FGIC Corp.

New York-based FGIC Corporation is a privately held insurance
holding company.  FGIC Corp's main business interest lies in the
holdings of the bond insurer Financial Guaranty Insurance Company
-- http://www.fgic.com/-- and the Company depends on dividend
payments by the bond insurer unit for sustaining its operations.
FGIC had stopped paying dividends to FGIC Corp. since January
2008.

FGIC Corp. filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-14215) on Aug. 3, 2010.  The bond insurer
subsidiary did not file for bankruptcy.

Paul M. Basta, Esq., and Brian S. Lennon, Esq., at Kirkland &
Ellis LLP, in New York, serve as counsel to the Debtor.  Garden
City Group, Inc., is the Debtor's claims and noticing agent.  The
Official Committee of Unsecured Creditors tapped David Capucilli,
Esq., at Morrison & Foerster LLP, in New York as its counsel.  The
Debtor disclosed $11,539,834 in assets and $391,555,568 in
liabilities as of the Petition Date.


FILENE'S BASEMENT: Committee Says Creditors Should Be Paid in Full
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that retailers Syms Corp. and Filene's Basement LLC are
close to filing a Chapter 11 plan that may pay all creditors in
full.  The official creditors' committee said in an April 25 court
filing that it uncovered "several significant claims" that
Filene's could make against Syms for "tens of millions of
dollars."  If successful, the claims would pay Filene's creditors
in full.  Alternatively, the committee said there can be a
substantive consolidation plan where both companies' creditor
bodies are fully paid without regard to the assets and debts of
each company separately.

Mr. Rochelle recounts that Syms said from the outset of bankruptcy
that there would be enough from liquidating the retail business to
pay both companies' creditors in full.  The official shareholders
committee cast doubt on the idea by taking the position that Syms
assets shouldn't be used to pay creditors of subsidiary Filene's,
which may be insolvent.  Theoretically, Syms shareholders could
receive a distribution in Chapter 11 even if Filene's creditors
aren't fully paid.

According to the report, both the creditors' committee and the
companies said in their court filings that there is preliminary
agreement on a Chapter 11 plan with some creditors' committee
members.  The company said it "hopes" the plan will be acceptable
to the official equity committee.  The papers were filed in
advance of a May 2 hearing where the equity committee will seek
the right to file a reorganization plan of its own.

Both the creditors' committee and Syms said that a consensual plan
will avoid a courtroom fight over substantive consolidation, where
creditors of both companies receive an identical recovery.

                          About Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtors' estate was formally renamed FB Liquidating
Estate, following the sale of all of assets to Syms Corp. in June
2009.  Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the 2009 case have been paid in full, and
holders of priority, administrative and convenience class claims
have received 100% of their allowed claims.  As reported by the
Troubled Company Reporter on Dec. 20, 2010, Alan Cohen, Chairman
of Abacus Advisors LLC and Chief Restructuring Officer for FB
Liquidating Estate, disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the 2011 case.  Lawyers at
Skadden Arps Slate Meagher & Flom LLP serve as the Debtors'
counsel.  The Debtors tapped Rothschild Inc. as investment banker
and Cushman and Wakefield Securities, Inc., as real estate
financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.

Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.

The Debtors finished going-out-of-business sales in December and
are auctioning off trademarks and other intellectual property.
Syms and Filene's also disposed of their leases, leaving mostly
real property for later sale or retention as the basis for a
reorganization.


FRANCISCAN COMMUNITIES: Wins Court OK of $18.8-Mil. Sale
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Franciscan Communities St. Mary of the Woods Inc.,
received formal approval from the bankruptcy court in Cleveland on
April 20 to sell the facility for $18.8 million to Orion
Properties Eleven LLC.  The auction started with a $15 million bid
from Orion.  It was bidding against Franciscan Communities Inc.,
which came in second with a $18.6 million bid.

                   About Franciscan Communities

Illinois-based Franciscan Communities St. Mary of the Woods, Inc.,
owns and operates a senior living community in Avon, Ohio.  The
not-for-profit community is owned and managed by the Franciscan
Sisters of Chicago Service Corp.

Franciscan Communities St. Mary of the Woods filed for Chapter 11
bankruptcy (Bankr. N.D. Ohio Case No. 11-19865) on Nov. 21, 2011,
after it failed to negotiate an out-of-court workout with holders
of tax-free bonds.  Judge Jessica E. Price Smith oversees the
case.  The Debtor disclosed assets of $36 million and debt
totaling $48 million as of the Chapter 11 filing.  In its
schedules, the Debtor disclosed $22,314,854 in assets and
$49,555,487 in liabilities.

The Debtor is represented by Heather Lennox, Esq., Carl E.
Black, Esq., and Daniel M. Syphard, Esq., at Jones Day, as
bankruptcy counsel.  The Garden City Group, Inc., is the claims
and noticing agent.  The Debtor tapped Deloitte Financial Advisory
Services LLP as restructuring advisor, and Houlihan Lokey Capital,
Inc., as its investment banker.

The U.S. Trustee appointed Beverly Laubert as patient care
ombudsman.

Franciscan Sisters of Chicago, the sole member of the Debtor, is
providing $4.5 million in DIP loans.  The DIP Lender is
represented by George Mesires, Esq., and Daniel P. Strzalka, Esq.,
at Ungaretti & Harris LLP.  The Bank of New York Mellon Trust
Company, N.A., the bond trustee, is represented by Bruce H. White,
Esq., and Clifton R. Jessup, Esq., at Greenberg Traurig LLP. Wells
Fargo Bank, N.A., as Master Trustee, is represented by Daniel S.
Bleck, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., and John R. Weiss, Esq., at Duane Morris LLP.  Sovereign
Bank, provider of the Debtor's letter of credit facility, is also
represented by John R. Weiss, Esq., at Duane Morris LLP.

The Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor is represented by McDonald Hopkins
LLC as counsel.


FRANNCY HOLDINGS: Marshfield Offers $2.75 Million at Auction
------------------------------------------------------------
Jeff Engel at Marshfield News-Herald reports that Marshfield
Hospitality on April 25, 2012, bid $2.75 million for Clearwaters
Hotel and Convention Center, currently owned by Franncy Holdings.

The Troubled Company Reporter reported on Jan. 31, 2012, that
Franncy Holdings agreed to dismiss its Chapter 11 bankruptcy
protection on Jan. 25 leaving the future of the Marshfield hotel
unclear.  That left the hotel vulnerable to judicial foreclosure
proceedings by Clearwaters' primary mortgage-holder, California-
based Borrego Springs Bank.  The bank has said it's owed $3.4
million by Franncy Holdings, Marshfield News-Herald reports.

According to Marshfield News-Herald, Beverly Ghiloni, Wood County
Sheriff's deputy in the civil process division, said the bank's
opening bid at the sheriff's auction was $2.7 million.  She said
Marshfield Hospitality was the sole third-party bidder for the
hotel.

The report notes the bid still requires a judge's approval.  A
confirmation hearing is scheduled for May 11, said Chris Stewart,
the bank's lawyer.  If the judge approves the sale, Marshfield
Hospitality would have 10 days to pay the full $2.75 million.

The report says Marshfield Hospitality officials put down
$275,000.

Clearwaters opened in 1968 and has 103 hotel rooms, along with the
Atlantis Lounge, Clearwaters Restaurant and conference space.
Franncy purchased the business in 2009 from Guardian Hospitality,
which had owned it since 2002.

Franncy sought bankruptcy protection on June 29, 2011.


FUSION TELECOMMUNICATIONS: Has $15MM Investment from Private Funds
------------------------------------------------------------------
Fusion Telecommunications International, Inc., on April 3, 2012,
executed a letter of intent with two private funds.  The LOI
outlines the terms for a senior debt investment by the Lenders of
$15 million in connection with the Company's pending acquisition
of the business currently operated by Network Billing Systems,
LLC, and Interconnect Systems Group II LLC.

Under the terms of the LOI, the senior debt investment is expected
to be comprised of five-year senior notes aggregating to $15
million bearing interest at rates ranging from 10% to 11.5%.
Annual principal payments of $0.625 million would commence after
the first anniversary of the closing, with the remainder due at
maturity.  The notes are expected to contain customary covenants.

It is anticipated that the senior notes will be secured by senior
or junior liens on all of the assets of the Company.  Upon closing
of the sale of the senior notes, it is also anticipated that the
Company will issue to the Lenders shares of the Company's common
stock in an amount equal to 2.5% of the outstanding common stock
of the Company at the time of closing, adjusted for common shares
issuable upon the exercise of certain "in the money" stock options
and the conversion of then outstanding preferred stock.

The Lenders' obligation to consummate the debt agreement and
advance proceeds under the senior notes is subject to a number of
preconditions, including but not limited to, completion of due
diligence acceptable to the Lenders, the Company's adherence to
certain financial conditions and formulae, an equity raise by the
Company of not less than $7 million, the negotiation and execution
of mutually acceptable loan documents with the Lenders, and the
Company's consummation of the acquisition of NBS on substantially
the terms set forth in the executed transaction documentation.

                 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.

The Company reported a net loss of $4.45 million in 2011, compared
with a net loss of $5.79 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $4.55 million
in total assets, $15.14 million in total liabilities and a $10.58
million total stockholders' deficit.

For 2011, Rothstein, Kass & Company, P.C., in Roseland, New
Jersey, noted that the Company has had negative working capital
balances, incurred negative cash flows from operations and net
losses since inception, and has limited capital to fund future
operations that raises a substantial doubt about their ability to
continue as a going concern.


GARLOCK SEALING: December Hearing on Mesothelioma Claims
--------------------------------------------------------
The Hon. George R. Hodges of the Bankruptcy Court for the Western
District of North Carolina issued an order in relation to Garlock
Sealing Technologies, LLC., et al.'s motion for estimation of
asbestos claims under Section 502(c); and for entry of case
management order for estimation of Mesothelioma claims.

Garlock is subject to roughly 5,000 mesothelioma claims that were
pending in state courts on the date it filed the Chapter 11 case.
It is also potentially subject to many more similar claims in the
future.

Garlock has proposed a Plan of Reorganization and seeks an
estimate of aggregate asbestos claims based on mesothelioma in
order to determine the feasibility of its Plan.  The Official
Committee of Asbestos Personal Injury Claimants and the Future
Asbestos Claimants' Representative have announced their intention
to file a competing plan, and estimation would be necessary for
consideration of it when appropriate.  Further, the ACC and FCR
have suggested that estimation would demonstrate that Garlock is
insolvent.

The Court also requested and the parties briefed the issue
of the scope and purpose of the estimation proceeding.  By the
order, the Court has concluded:

   1) to order an estimation proceeding;

   2) to estimate the total amount of allowed mesothelioma claims
      in order to determine plan feasibility;

   3) to consider properly supported evidence based upon the
      settlement approach and the legal liability approach;

   4) not to require filing of claims or establish a bar date at
      this time; and

   5) to set a hearing for the estimation proceeding in December
      2012.

The Court will set the hearing to determine estimation of pending
and future mesothelioma claims to begin Dec. 3, and conclude
Dec. 14.  The Court will not attempt to dictate how each party
presents its case, but will give each side five days to do it.
Additional time will be granted only if necessary and if the first
allotment has been efficiently utilized.

As movant, Garlock is entitled to proceed first on Dec. 3 and
conclude by Dec. 7.  The ACC and FCR will begin on Dec. 10 and
conclude by Dec. 14.

The Court further asked the parties to discuss intermediate
deadlines that may need to be established.  Once that is resolved,
the court will issue a formal scheduling order.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.
Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

The filing covers only Garlock operations in Palmyra, New York and
Houston, Texas.  Garlock Rubber Technologies, Garlock Helicoflex,
Pikotek, Technetics, Garlock Europe and Garlock operations in
Canada, Mexico or Australia are not affected by the filing, nor is
EnPro Industries or any other EnPro operating subsidiary.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in its Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in
stateand federal courts across the country.  The Company says
majority of pending asbestos actions against it is stale and
dormant -- almost 110,000 or 88% were filed more than four years
ago and more than 44,000 or 35% were filed more than 10 years ago.


GENESCO INC: S&P Hikes Corp. Credit Rating to 'BB'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Genesco Inc. to 'BB' from 'BB-'. The outlook is stable.

"The upgrade reflects performance over the past year that exceeded
our forecast due to on-trend merchandising and the acquisition of
Scotland-based retailer Schuh Group Ltd.," said Standard & Poor's
credit analyst Diya Iyer. "It also incorporates our view that
credit metrics, which strengthened over the past 12 months due to
EBITDA expansion, will continue to improve modestly over the
coming year."

"The rating on Genesco reflects performance that has been better
than we anticipated from its two largest segments (Journeys and
Lids), which account for about 75% of sales. Nevertheless, we
continue to view the company's business profile as 'weak' due to
its participation in the intensely competitive footwear and
headwear retailing industry and the substantial fashion risk
associated with its large presence in the teenage market. We
believe that the main risks to future performance will continue to
include significant ability for substitution in the shoe retailing
industry and limited organic growth opportunities in the saturated
U.S. market. Genesco's margins improved in 2011 due to improved
store efficiency. We think there could be some further expansion
in 2012 as the company passes on sourcing costs through price
increases and continues to close underperforming stores," S&P
said.

"The stable outlook reflects our expectation that credit
protection metrics will remain in line with the current rating
despite operational improvement over the near term. We could lower
Genesco's rating if performance deteriorates because of
merchandise missteps or difficulties integrating acquisitions.
This could occur if Lids and Journeys sales decline in the
double-digits percent area and SG&A increases by 20%. At that
time, EBITDA would have eroded by over 15%, which would result in
leverage approaching 4.0x. We could also lower the rating if
Genesco makes a large debt-financed acquisition," S&P said.

"We could raise the rating if Genesco is able to grow Journeys and
Lids in the double-digits percent while improving store
efficiency, which would lead to a substantial EBITDA increase of
over 40%. We expect some of this growth would come from
acquisitions, but we would anticipate that the company would not
meaningfully increase debt to fund these transactions. Under this
scenario, leverage would be in the low-2.0x area," S&P said.


GEORGIA GULF: S&P Ups Corp. Credit Rating to 'BB-'; on Watch Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Georgia Gulf Corp. to 'BB-' from 'B+'. "At the same
time, we raised our senior secured debt rating on Georgia Gulf
Corp. to 'BB' with a recovery rating of '2' from 'B+' with a
recovery rating of '3'. The '2' senior secured recovery rating
indicates our expectation for substantial (70%-90%) recovery in
the event of a payment default," S&P said.

"All our ratings on Georgia Gulf remain on CreditWatch with
positive implications pending the outcome of Westlake Chemical
Corp.'s offer to acquire Georgia Gulf," S&P said.

"The one-notch upgrade follows significant strengthening in credit
measures through earnings improvement and debt reduction since
2009, when the company completed a debt restructuring that
included a debt for equity exchange," said Standard & Poor's
credit analyst Cynthia Werneth. "The additional notch of
improvement in the senior secured debt rating results from our
updated recovery analysis."

"As of Dec. 31, 2011, total adjusted debt was about $620 million,
with debt to EBITDA of about 2.5x and funds from operations (FFO)
to debt of about 30%. We adjust debt to include capitalized
operating leases as well as tax-effected postretirement,
environmental, and asset retirement liabilities. At the current
ratings, we expect FFO to debt to average 20%-25%. As a result,
there is cushion in the ratings for earnings and cash flow
volatility, as well as seasonal and price-related working capital
increases. The company should also be able to execute some debt-
funded capital spending or acquisitions while maintaining credit
quality," S&P said.

"The ratings reflect our assessment of Georgia Gulf's business
profile as 'weak' and financial profile as 'significant,'" S&P
said.

Based in Atlanta, Georgia Gulf is an integrated vinyls and
building materials producer operating a primarily commodity
business with some volatility in earnings and cash flow. Georgia
Gulf is an integrated producer of PVC building and home
improvement products, PVC resin, and aromatic chemicals, with 2011
revenue of $3.2 billion. It also sells caustic soda, a co-product
resulting from its backward integration into chlorine, which is
used in PVC production. Georgia Gulf is among the top four U.S.
producers of PVC. It also benefits from favorable long-term demand
growth prospects linked to economic output and the housing market,
and a significant degree of backward integration into major inputs
(like chlorine) and value-added PVC products.  "Relative to its
competitors, it is also well forward-integrated into PVC end
products (window and door components, siding, and pipe), mainly as
a result of its 2006 acquisition of the Royal Group. Still, demand
remains susceptible to cyclical downturns, and operating
performance is vulnerable to large supply additions by
competitors. A recent increase in PVC exports, which has offset
weakness in domestic demand, depends at least partly on the
continuation of favorable ethylene prices in North America and
favorable exchange rates, S&P said.

"During the past couple of years, better operating performance has
resulted from volume gains and cost reductions. However, like many
commodity chemical companies, Georgia Gulf's fourth quarter 2011
performance weakened as a result of industry destocking, high raw
material costs, and lower selling prices in some product
categories. But we expect this weakness to have been temporary
based on current industry conditions and our expectation for
modest global economic growth in 2012. Although return on capital
improved after the debt restructuring and is currently near 10%,
EBITDA margins remain low, at approximately 8%. During the next
few years, we expect operating performance to continue to
strengthen, given our outlook for continued economic growth and
recovery in the U.S. housing market--a critical source of demand
for the company's products," S&P said.

"All our ratings on Georgia Gulf remain on CreditWatch with
positive implications pending the outcome of Westlake's offer to
acquire Georgia Gulf. If that transaction takes place, we would
expect to lower, or potentially (although less likely) affirm, our
ratings on Westlake (currently BBB-/Watch Neg/--). The rating
outcome will depend on the acquisition price and how it is
financed. If the transaction closes, we expect to raise the rating
on Georgia Gulf so it is equal to the rating on Westlake and to
assign issue-level ratings based on a recovery analysis of the new
capital structure. The ratings on Georgia Gulf are on CreditWatch
with positive implications because, if Westlake acquires Georgia
Gulf, we expect the corporate credit rating of the combined entity
to be 'BB-' or higher," S&P said.

"If Westlake withdraws its offer for Georgia Gulf, we would expect
to affirm our ratings on Georgia Gulf and remove them from
CreditWatch. At the 'BB-' corporate credit rating we expect
Georgia Gulf's FFO to debt to average 20%-25%. Despite industry
cyclicality and potentially significant capital spending to expand
chlorine capacity, we believe this performance level is
sustainable based on favorable natural gas costs, prospects for
North American construction markets to gradually strengthen, and
our expectation that Georgia Gulf will use debt prudently to
support modest growth initiatives in its core businesses," S&P
said.


GIBSON ENERGY: Moody's Upgrades CFR to 'Ba3'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Gibson Energy Inc's Corporate
Family Rating (CFR) to Ba3 from B1, and upgraded the company's
senior secured bank credit facility to Ba2 from B1. The
Speculative Grade Liquidity rating was changed to SGL-3 from SGL-
2. The outlook is stable.

"The upgrade reflects Gibson's growth in the terminals and
pipelines business, enhanced trucking presence in the United
States through the Taylor acquisition, and significant improvement
in the company's debt metrics," said Terry Marshall, Moody's
Senior Vice President. "Gibson's EBITDA has increased
significantly over the last 12 to 18 months. Moody's believes that
the company's terminals and pipelines, and trucking segments will
remain sufficiently healthy through 2013 to uphold the Ba3 CFR."

Downgrades:

  Issuer: Gibson Energy Inc.

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

Upgrades:

  Issuer: Gibson Energy Inc.

     Probability of Default Rating, Upgraded to Ba3 from B1

     Corporate Family Rating, Upgraded to Ba3 from B1

  Issuer: Gibson Energy ULC

    Senior Secured Bank Credit Facility, Upgraded to a range of
    B1, LGD3, 39 % from a range of B1, LGD3, 43 %

    Senior Secured Bank Credit Facility, Upgraded to a range of
    B1, LGD3, 39 % from a range of B1, LGD3, 43 %

Outlook Actions:

  Issuer: Gibson Energy Inc.

    Outlook, Changed To Stable From Positive

  Issuer: Gibson Energy ULC

    Outlook, Changed To Stable From Positive

Withdrawals:

  Issuer: Gibson Energy ULC

    Senior Secured Regular Bond/Debenture, Withdrawn, previously
    rated Ba3, LGD3, 39%

    Senior Secured Regular Bond/Debenture, Withdrawn, previously
    rated Ba3, LGD3, 39%

Ratings Rationale

Gibson's Ba3 CFR reflects the company's small size, and price and
volume risks inherent in the company's business segments,
particularly with respect to its marketing and trading activities,
which expose the company to market risks resulting from movements
in commodity prices between the time volumes are purchased and
sold. The marketing business has a track record of consistent if
modest profitability, and Gibson's experienced management team has
hedged price risk inherent in this business segment appropriately
to date. The rating also considers the company's low leverage,
which Moody's expects to remain below 4.0x following significant
improvement since 2010 because of considerable EBITDA growth. The
rating is further supported by Gibson's diversified operations in
several midstream segments, solid market position in each of its
principal business areas, and proximity and ability to service the
oil sands industry. The rating also considers the exit of
Riverstone Holdings LLC, a private equity firm, from the company
reducing the likelihood of leverage increasing.

The SGL-3 Speculative Grade Liquidity rating indicates adequate
liquidity through mid 2013. During this period Moody's expects
Gibson to generate C$230 million of negative free cash flow, which
will be funded with cash, revolver drawings and possibly equity.
At December 31, 2011 Gibson had about C$65 million of cash and
C$215 million available, after C$60 million in letters of credit,
under its C$275 million senior secured revolving credit facility
expiring June, 2016. The revolver has two financial covenants
(maximum senior secured leverage ratio of 5:1 with two step-downs;
minimum interest coverage ratio of 2.5:1 with two step-ups),
neither of which is expected to pose a compliance issue. Gibson's
alternative sources of liquidity are limited principally to the
sale of existing properties, which are largely encumbered and
would require the approval of secured lenders.

The secured revolver and term loan B are rated at the Ba3 CFR,
reflecting both the overall probability of default, to which
Moody's assigns a PDR of Ba3, and a loss given default (LGD) of
LGD3 (39%) using Moody's Loss Given Default Methodology. Moody's
LGD model indicates a rating of Ba2 for the secured revolver and
term loan B, but Moody's applies a one notch override to Ba3 given
the large and volatile trade payables tied to the company's
marketing business. This large trade payables balance reflects the
significant weighting of purchase and sale activity. Given that
approximately 50% of these payables are netted against receivables
on a monthly basis, only 50% of trade payables are included in the
LGD model.

The stable outlook reflects Gibson's low leverage, solid EBITDA,
and diversification across several midstream segments in western
Canada and in the United States. While an upgrade is unlikely in
the near term, the rating could be considered for an upgrade if
Gibson expands the scale and scope of its operations, increasing
EBITDA to over US$400 million per annum, while maintaining debt to
EBITDA below 3.0x. The rating could be downgraded if Gibson's
financial leverage increases due to debt funded capital
expenditures. More specifically, if debt to EBITDA cannot be
sustained under 5.0x a ratings downgrade could result. A downgrade
is also likely if the company produces any material losses from
the marketing segment.

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

Gibson Energy Inc. is a Calgary, Alberta based midstream energy
company engaged in the transportation, storage, blending,
processing, marketing and distribution of crude oil and related
products. Gibson Energy ULC is a wholly-owned subsidiary of
publicly-traded Gibson Energy Inc., which will provide a
downstream guarantee for the rated debt.


GMX RESOURCES: To Swap $4.7MM Conv. Notes for 2.7MM Common Shares
-----------------------------------------------------------------
GMX Resources Inc. entered into an exchange agreement with an
investment manager on behalf of two holders of its 5.00%
Convertible Senior Notes due 2013.  Pursuant to this agreement, as
consideration for the surrender by the holders of $4,700,000
aggregate principal amount of the 2013 Convertible Notes, GMXR
will issue to the holders an aggregate of 2,714,084 shares of GMXR
common stock, par value $0.001 per share, along with cash
consideration relating to accrued and unpaid interest.

                        About GMX Resources

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

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

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

                           *     *     *

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

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

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

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

GRAND BEAR LODGE: Court Approves Plan of Reorganization
-------------------------------------------------------
Morris Daily Herald reports that the U.S. Bankruptcy Court for the
Northern District of Illinois, in Chicago has approved the
reorganization plan submitted by Grand Bear Lodge LLC, thereby
allowing the family resort to emerge from Chapter 11 bankruptcy
protection.

"It's been a long, hard 15 months," the report quotes Joseph F.
Hook, Grand Bear Lodge's managing partner, as saying.  "The
Chapter 11 process has not been easy and it is important to
realize that many companies do not make it out of bankruptcy.  It
is even rarer for a company to propose to pay back it's creditors
in full, with interest.  We have managed to do both.

"I think it's a testament to the hard work of all of our staff and
legal team working towards a common goal," the report quotes Mr.
Hook as noting.

Lockport, Illinois-based Grand Bear Lodge LLC filed for Chapter 11
protection in Chicago on Jan. 21, 2011 (Bankr. N.D. Ill. Case No.
11-02321), estimating assets of up to $50,000 and debts of $10
million to $50 million.  The decision to file was due to the
Company's inability to get a loan extension from its primary
lender, according to the LaSalle News Tribune.


GREENWAY 37: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Greenway 37 Offices, LLC
        7337 E. Doubletree Ranch Road, Suite C-288
        Scottsdale, AZ 85258

Bankruptcy Case No.: 12-08662

Chapter 11 Petition Date: April 23, 2012

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

Judge: Eileen W. Hollowell

Debtor's Counsel: John R. Clemency, Esq.
                  GALLAGHER & KENNEDY, P.A.
                  2575 East Camelback Road, Suite 1100
                  Phoenix, AZ 85016
                  Tel: (602) 530-8040
                  E-mail: john.clemency@gknet.com

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

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

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

The petition was signed by William Kostrivas, president of ZDI
Inc., manager.


HALE MOKU: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Hale Moku, LLC
        8954 St. Ives Drive
        Los Angeles, CA 90069

Bankruptcy Case No.: 12-24357

Chapter 11 Petition Date: April 24, 2012

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

Judge: Ernest M. Robles

About the Debtor: Hale Moku is a Los Angeles-based property
                  developer.

Debtor's Counsel: Thomas C. Corcovelos, Esq.
                  CORCOVELOS LAW GROUP
                  1001 Sixth Street, Suite 150
                  Manhattan Beach, CA 90266
                  Tel: (310) 374-0116
                  Fax: (310) 318-3832
                  E-mail: corforlaw@corforlaw.com

Scheduled Assets: $20,100,500

Scheduled Liabilities: $14,914,699

The petition was signed by Doug Reed, manager.

The Debtor's list of its three largest unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Steve Angelo                       --                      $45,000
1111 Weatherly Drive
Los Angeles, CA 90069

Susan Marsleet                     --                      $28,000
400 Oakhurst Drive
Beverly Hills, CA 90251

Jason Varge                        --                      $12,000
1312 Ozeta Terrace
Los Angeles, CA 90069


HAMPTON ROADS: To Relocate Corporate Offices to Virginia Beach
--------------------------------------------------------------
Hampton Roads Bankshares, Inc., the holding company for The Bank
of Hampton Roads and Shore Bank, plans to relocate the corporate
offices of the Company and BHR from Dominion Tower in Norfolk to a
Company-owned building located at 641 Lynnhaven Parkway in
Virginia Beach.  The relocation is scheduled to be completed by
the end of the summer, subject to regulatory approval.  Shore Bank
will continue to be headquartered in Onley, Virginia.

Douglas J. Glenn, President and Chief Executive Officer of the
Company and BHR, said, "We continue to pursue opportunities to
serve the needs of our customers and communities in ways that make
the most efficient and effective use of our shareholders'
resources.  This relocation will allow us to reduce our operating
expenses by better utilizing facilities we own.  We remain
committed to the Norfolk market, where we will maintain a strong
presence, great people and an unchanged branch footprint."

In addition to corporate officers, the Company and BHR will
relocate their Human Resources, Accounting and Treasury,
Facilities Management, Legal, Risk Management, Compliance,
Security and Special Assets staff to the Lynnhaven Parkway
Offices.  The Company will be the largest community bank
headquartered in Virginia Beach and is the ninth largest in the
state of Virginia, based on assets at Dec. 31, 2011.

The Company and BHR will maintain a significant ongoing presence
in the Norfolk market.  The BHR Dominion Tower branch will
continue to serve the Downtown Norfolk market and BHR will
renovate its Ghent branch to serve as its flagship branch in
Norfolk.  In addition, Mary Oliver, Norfolk Market President, Don
Price, Senior Vice President/Commercial Banker, and Mike Imperial,
Senior Credit Officer for Norfolk will relocate to the Ghent
offices when the renovation is completed.

                  About Hampton Roads Bankshares

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

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

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

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


HARBOR FREIGHT: S&P Rates Proposed $1-Bil. Term Loan 'B+'
---------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' bank loan
rating, with a '4' recovery rating to the company's proposed
$1 billion term loan. "The '4' recovery rating indicates our
expectation for an average (30% to 50%) recovery of principal in
the event of a default," S&P said.

"At the same time we affirmed the existing ratings on the company,
including the 'B+' corporate credit rating on the company. The
outlook is stable," S&P said.

"The proposed dividend recapitalization results in pro forma debt
to EBITDA increasing to about 4.5x on Jan. 31, 2011 from about
2.7x before the transaction. Standard & Poor's expects pro forma
EBITDA interest coverage to weaken to low-4x from about 5.3x
before the dividend," S&P said.

"Although these measures are meaningfully weaker than before the
transaction, we are affirming our 'B+' corporate credit rating, as
it had already incorporated a high likelihood for future
dividends," said Standard & Poor's credit analyst Mariola
Borysiak. "In addition, our revised better assessment of the
company's profitability provides additional capacity to support
this increased leverage and weaker coverage of interest."

"Our outlook on HFT is stable. We expect the company's niche
position in the industry to continue to propel profitability
gains. Nevertheless, a lower rating could result if commodity cost
pressures, intensified competitive pressures, or poor execution of
the company's growth plans hurt profitability, such that leverage
increases above 5x. This could occur, for example, if same-store-
sales decrease by 2% and gross margin remains flat with the Jan.
31, 2012 level. A downgrade could also result from higher leverage
because of a future debt-financed dividend. In this case, balance-
sheet debt would have to increase by about $180 million from pro
forma levels and EBITDA would have to stay constant at the Jan.
31, 2012 level," S&P said.

"We are not considering a higher rating in the near term, given
our view of the company's financial policies as very aggressive
and our anticipation that future debt-financed dividends are
likely and will cause credit measures to remain in line with our
view of the aggressive financial risk profile," S&P said.


HARVEST BANK OF MARYLAND: Closed; Sonabank Assumes All Deposits
---------------------------------------------------------------
HarVest Bank of Maryland in Gaithersburg, Md., was closed on
Friday, April 27, 2012, by the Maryland Commissioner of Financial
Regulation, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Sonabank of
McLean, Va., to assume all of the deposits of HarVest Bank of
Maryland.

The four branches of HarVest Bank of Maryland will reopen during
normal business hours as branches of Sonabank.  Depositors of
HarVest Bank of Maryland will automatically become depositors of
Sonabank.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of HarVest Bank of Maryland
should continue to use their existing branch until they receive
notice from Sonabank that it has completed systems changes to
allow other Sonabank branches to process their accounts as well.

As of Dec. 31, 2011, HarVest Bank of Maryland had around
$164.3 million in total assets and $145.5 million in total
deposits.  In addition to assuming all of the deposits of the
failed bank, Sonabank agreed to purchase essentially all of the
assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-523-8275.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/harvest.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $17.2 million.  Compared to other alternatives, Sonabank's
acquisition was the least costly resolution for the FDIC's DIF.
HarVest Bank of Maryland is the 19th FDIC-insured institution to
fail in the nation this year, and the second in Maryland.  The
last FDIC-insured institution closed in the state was Bank of the
Eastern Shore, Cambridge, April 27, 2012.


HAWKER BEECHCRAFT: Suspending Filing of Reports with SEC
--------------------------------------------------------
Hawker Beechcraft Acquisition Company, LLC, and Hawker Beechcraft
Notes Company filed a Form 15 notifying of their suspension of
their duties under Section 15(d) to file reports required by
Section 13(a) of the Securities Exchange Act of 1934 with respect
to their:

   * 8.5% Senior Fixed Rate Notes due 2015;

   * 8.875% / 9.625% Senior PIK-Election Notes due 2015; and

   * 9.75% Senior Subordinated Notes due 2017.

Pursuant to Rule 12h-3, the Companies are suspending reporting
because there are currently less than 300 holders of record of the
Notes.  There were only 50 holders of the Notes as of April 27,
2012.

                       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.

Hawker Beechcraft reported a net loss of $631.90 million in 2011,
compared with a net loss of $304.30 million 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

For the year ended Dec. 31, 2011, the Company's 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.

                           *     *     *

Hawker Beechcraft carries 'Caa2' corporate family and probability
of default ratings from Moody's Investors Service.


HAWKER BEECHCRAFT: Bank Debt Trades at 36% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 63.61 cents-on-
the-dollar during the week ended Friday, April 27, 2012, a drop of
1.27 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 162 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 concluded 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, 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.


HAYDEL PROPERTIES: Has Access to People's Bank's Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
authorized Haydel Properties, LP, to use the cash collateral which
Peoples Bank asserts an interest.

The Court also ordered that all rents received from the properties
which comprise the collateral for loans made by The Peoples Bank,
must be placed in a segregated debtor-in-possession account with
The Peoples Bank.

Funds placed in the account may be used only for payment of ad
valorem taxes, establishment of a reserve for payment of insurance
premiums as they become due, reasonable and necessary maintenance
of The Peoples Bank's collateral, and adequate protection payments
to The Peoples Bank, the amount and effective date of which will
be determined by separate order once adequate information is
available to determine these matters regarding adequate protection
payments.  With respect to the ad valorem taxes, they shall be
paid, in full, in the order of their delinquency.

Funds placed in the account may only be disbursed upon approval by
The Peoples Bank.

Additionally, if the bankruptcy be converted to a Chapter 7
liquidation proceeding or dismissed, any funds in the account will
be applied towards the indebtedness owed to The Peoples Bank.

As reported in the Troubled Company Reporter on March 22, 2012,
the Debtor is indebted to the Banks on multiple promissory notes,
all of which are secured by deeds of trust on property located in
different states:

                           Note Payoff Balance
   Bank                    as of Petition Date    Total Liens
   ------------            -------------------    -----------
   BancorpSouth               $428,485            $468,213
   Community Bank             $1,506,500          $1,567,561
   Gene Whitehurst            $166,440            $170,216
   Hancock Bank               $101,500            $106,140
   BanCorpSouth Mortgage      $82,350             $84,888
   Peoples Bank               $3,893,800          $4,203,768

                      About Haydel Properties

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  Christy Pickering serves as accountant.  The Debtor
disclosed $11,656,761 in assets and $7,238,424 in liabilities as
of the Chapter 11 filing.  The petition was signed by Michael D.
Haydel, manager of general partner.


HAYDEL PROPERTIES: Court Approves Christy Pickering as Accountant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
authorized Haydel Properties, LP to employ Christy Pickering, CPA,
as accountant.

As reported in the Troubled Company Reporter on March 16, 2012,
Ms. Pickering is expected to:

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

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

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

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

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

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

                      About Haydel Properties

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  Christy Pickering serves as accountant.  The Debtor
disclosed $11,656,761 in assets and $7,238,424 in liabilities as
of the Chapter 11 filing.  The petition was signed by Michael D.
Haydel, manager of general partner.


HAYDEL PROPERTIES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Haydel Properties, LP, filed with the U.S. Bankruptcy Court for
the Southern District of Mississippi its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,645,721
  B. Personal Property               $11,040
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,024,839
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $13,585
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $200,000
                                 -----------      -----------
        TOTAL                    $11,656,761       $7,238,424

A full-text copy of the schedules is available for free at
http://bankrupt.com/misc/HAYDEL_PROPERTIES_sal_amended.pdf

                      About Haydel Properties

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


HAYDEL PROPERTIES: May 17 Hearing Set for BancorpSouth Lift Stay
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
will convene a hearing on May 17, 2012, at 1:30 p.m., to consider
creditor BancorpSouth Bank's motion for relief from the automatic
stay against Haydel Properties, LP's real properties located at:

   1. 4019 8th Street, Gulfport MS;

   2. 702 Mills Ave., Gulfport MS; and

   3. 823 41st Ave., Gulfport MS

BancorpSouth Bank required payment in full of the Debtor's
indebtedness.

At the hearing, the Court will also consider the U.S. Trustee's
motion to dismiss or convert the Debtor's case to one under
Chapter 7 of the Bankruptcy Code.

Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, related
that the Debtor failed to cure multiple deficiencies documented in
the Feb. 17, 2012, meeting of creditors.

As reported in the Troubled Company Reporter on April 12, 2012,
creditor and party-in-interest BancorpSouth Bank filed a joinder
to the U.S. Trustee's motion.

BancorpSouth noted that no operating reports have been filed to
date.

                      About Haydel Properties

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  Christy Pickering serves as accountant.  The Debtor
disclosed $11,656,761 in assets and $7,238,424 in liabilities as
of the Chapter 11 filing.  The petition was signed by Michael D.
Haydel, manager of general partner.


HAZRO ENTERPRISES: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hazro Enterprises, LLC
        dba Days Inn
        3574 S. Ivanhoe Street
        Denver, CO 80237

Bankruptcy Case No.: 12-18093

Chapter 11 Petition Date: April 23, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Kenneth J. Buechler, Esq.
                  BUECHLER LAW OFFICE, L.L.C.
                  1828 Clarkson Street, Suite 200
                  Denver, CO 80218
                  Tel: (720) 381-0045
                  Fax: (720) 381-0392
                  E-mail: ken@kjblawoffice.com

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

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

A copy of the Company's list of its 10 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cob12-18093.pdf

The petition was signed by Sadaqat Khan, manager.


HCA HOLDINGS: Extends Maturity of A-1 & B-1 Term Loans to 2016
--------------------------------------------------------------
HCA Inc. entered into Extension Amendment No. 1, by and among the
Company, HCA UK Capital Limited, each of the U.S. Guarantors, each
of the European Guarantors, the lenders party thereto and Bank of
America, N.A., as administrative agent, swingline lender and
letter of credit issuer, to the Amended and Restated Credit
Agreement, dated as of May 4, 2011, among the Borrowers, the
Lenders, the Administrative Agent and the other parties.

The Extension Amendment extends the maturity date of $74,570,389
of the principal amount of the Borrowers' tranche A-1 term loans
and $651,196,599 of the principal amount of the Borrowers' tranche
B-1 term loans under the Credit Agreement by converting that
amount of the Borrowers' tranche A-1 term loans and tranche B-1
term loans into the Borrowers' new tranche A-3 term loans, with a
maturity date of Feb. 2, 2016, and with ABR margin and LIBOR
margin of 2.25% and 3.25%, respectively.  The maturity date,
interest margins and fees, as applicable, with respect to all
other loans, and all commitments and letters of credit outstanding
under the Credit Agreement remain unchanged.

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

                        http://is.gd/fbDzHY

                           About HCA Inc.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 162 hospitals and 104
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of Sept. 30, 2010.  For the 12 months ended
Sept. 30, 2010, the company recognized revenue in excess of
$30 billion.

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.

                           *     *     *

In May 2011, Moody's Investors Service upgraded the Corporate
Family and Probability of Default Ratings of HCA Inc. (HCA) 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
Diaz.

As reported by the Troubled Company Reporter on March 14, 2011,
Moody's Investors Service commented that the completion of the IPO
by HCA Holdings, Inc., has no immediate impact on the company's B2
Corporate Family Rating.  The outlook for the ratings remains
positive.  While Moody's believes that the completion of the IPO
is a credit positive since proceeds are expected to be used to
repay outstanding debt, the estimated $2.6 billion of proceeds to
the company won't meaningfully reduce HCA's $28.2 billion debt
load.

In the March 16, 2011, edition of the TCR, Fitch Ratings has
upgraded its ratings for HCA Inc. and HCA Holdings Inc., including
the companies' Issuer Default Ratings which were upgraded to 'B+'
from 'B'.  The Rating Outlook is revised to Stable from Positive.
The ratings apply to approximately $28.2 billion in debt
outstanding at Dec. 31, 2010.  Fitch noted that HCA has made
significant progress in reducing debt leverage since it was taken
private in 2006 in a LBO which added $17 billion to the company's
debt balance; at Dec. 31, 2006, immediately post the LBO, debt-to-
EBITDA was 6.7x.  Most of the reduction in debt leverage over the
past four years was accomplished through growth in EBITDA, which
Fitch calculates has expanded by $1.7 billion or 40% to $5.9
billion for 2010 versus $4.2 billion in 2006.  Although the
company did not undertake a significant organizational
restructuring post the LBO, management has nevertheless been
successful in growing EBITDA and significantly expanding
discretionary free cash flow (FCF).  Fitch believes this was
accomplished through various operational initiatives, including
expansion of profitable service lines and the divestiture of some
under performing hospitals, as well as the generally resilient
operating trend of the for-profit hospital industry during the
recent economic recession despite the pressure of increased levels
of uncompensated care and generally weak organic patient volume
trends.


HEARTHSTONE HOMES: To Sell Off Assets on Piecemeal Basis
--------------------------------------------------------
Cindy Gonzalez at The Omaha World-Herald reports that HearthStone
Homes is to be sold off in pieces and proceeds from all sales
ultimately would be distributed to entities owed money, including
Wells Fargo Bank and multiple subcontractors and suppliers.
Discussions continue with at least one party interested in buying
the most valuable chunks of the bankrupt homebuilder: the lots and
40 houses under construction.  If that happens, there is a chance
the HearthStone business model could resurrect in some smaller
fashion.

The report relates the court-appointed trustee presiding over the
Chapter 11 reorganization wants to unload all property leases that
are costing money the indebted company does not have.  So the
contents in those places will be the first to go.  Trustee Randel
Lewis has recommended selling all furnishings in the HearthStone
corporate offices at 810 N. 96th St. to the Lincoln-based Legacy
Homes LLC for about $50,000.  Included in that transaction will be
office equipment and contents of the Choice Studio, the showroom
where new homebuyers used to pick out appliances, flooring and
certain other finishes.

The report, citing court documents, says Legacy is to assume a
$155,000 debt owed to the landlord for past rent on the corporate
offices, according to court records.  Legacy officials were
unavailable for comment Wednesday.  But Mr. Lewis and others have
said the builder is interested in buying the larger HearthStone
assets as well.

The report adds court documents outline some of HearthStone's
finances.  John Smith, as president and owner, made more than
$763,000 in the year prior to the bankruptcy filing.  Four other
top executives earned between $140,000 and $150,000 each.

According to the report, Frederick Stehlik, Esq., an attorney who
represents a committee of vendors owed money by HearthStone, sees
the bankrupt company's current value as mostly "intangible."  A
buyer, he said, could inherit "great relationships" formed over
time with subcontractors and suppliers that allowed HearthStone to
construct homes at a reasonable cost in return for knowing they'd
have plenty of work.

The report relates Bankruptcy Judge Thomas Saladino approved Mr.
Lewis' plan to auction off furnishings from the five HearthStone
information centers and 20 model homes the company was renting
from another entity.

                     About Hearthstone Homes

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

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

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

Nancy J. Gargula, the U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes.


HERCULES OFFSHORE: Incurs $38.3 Million Net Loss in First Quarter
-----------------------------------------------------------------
Hercules Offshore, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $38.34 million on $143.32 million of revenue for the
three months ended March 31, 2012, compared with a net loss of
$14.22 million on $159.37 million of revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2012, showed
$2.04 billion in total assets, $1.07 billion in total liabilities
and $966.52 million in stockholders' equity.

At March 31, 2012, the Company had unrestricted cash and cash
equivalents totaling $165.1 million.

John T. Rynd, Chief Executive Officer and President of Hercules
Offshore stated, "This year has started off with the completion of
several positive transactions, beginning with our acquisition and
concurrent long-term contracting of the Hercules 266, followed
shortly thereafter by our debt refinancing and capital raise.  The
strategic importance of these achievements cannot be overstated,
as they add a sizable and stable source of earnings and cash flow
to our international drilling operations, strengthen our
relationship with a key international client, and improve our
balance sheet by effectively extending our debt maturity schedule
well into 2017 and allowing greater flexibility to pursue
strategic investments."

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

                        http://is.gd/IXr5Xk

                      About Hercules Offshore

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

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

                           *     *     *

The Troubled Company Reported said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

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

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


HERCULES OFFSHORE: DOJ Completes FCPA Inquiry, Takes No Action
--------------------------------------------------------------
Hercules Offshore, Inc., received a letter from the Department of
Justice notifying the Company that the DOJ has closed its inquiry
into the Company regarding possible violations of the Foreign
Corrupt Practices Act and does not intend to pursue enforcement
action against the Company.  The DOJ indicated that its decision
to close the matter was based on, among other factors, the
thorough investigation conducted by the Company's special counsel
and the Company's compliance program.

As previously disclosed, the Company was notified by the
Securities and Exchange Commission and DOJ in April 2011, that
certain of the Company's activities were under review by the SEC
and DOJ with respect to possible violations of the FCPA in certain
international jurisdictions where the Company conducts operations.

                     About Hercules Offshore

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

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

The Company's balance sheet at March 31, 2012, showed $2.04
billion in total assets, $1.07 billion in total liabilities and
$966.52 million in stockholders' equity.

                           *     *     *

The Troubled Company Reported said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

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

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


IMAGEWARE SYSTEMS: Amends Form S-1 for 44.1-Mil. Shares Offering
----------------------------------------------------------------
Imageware Systems, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 1 to the Form S-1 registration
statement registering 44,140,614 shares of the Company's common
stock, $0.01 per share.  All of the shares will be sold by Bruce
Toll, Compass Financial, Traditional Investment Fund, LTD Class B,
Goldman Capital Management MPP , et al.

The Selling Stockholders will offer their shares of the Company's
common stock at a price of $1.18 per share until those shares are
quoted on the OTC Bulletin Board, or listed for trading or quoted
on any other public market, and thereafter at prevailing market
prices or privately negotiated prices.  The shares of common stock
registered for resale under this registration statement include:

   * up to 20,090,000 shares of common stock issued in a private
     placement transaction consummated on Dec. 20, 2011;

   * up to 12,252,500 shares of common stock issuable upon
     exercise of warrants issued in connection with the Private
     Placement;

   * up to 6,195,684 shares of common stock issued upon conversion
     of the Company's Series C 8% Convertible Preferred Stock upon
     consummation of the Private Placement;

   * up to 1,202,430 shares of common stock owned by BET Funding,
     LLC; and

   * up to 4,400,000 shares of common stock issuable upon exercise
     of certain warrants owned by BET Funding.

The Company will not receive any proceeds from the sale of the
shares by the Selling Stockholders; however, if the warrants are
exercised the Company will receive the exercise price of the
warrants, if exercised at all.  The Company will pay the expenses
of registering the shares sold by the Selling Stockholders.

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

                        http://is.gd/uEkAZ9

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

The Company reported a net loss of $3.18 million in 2011,
compared with a net loss of $5.05 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $10.78
million in total assets, $16.49 million in total liabilities and a
$5.71 million total shareholders' deficit.


INDIANAPOLIS DOWNS: Files Plan for Sale or Debt Swap
----------------------------------------------------
Indianapolis Downs LLC filed a proposed reorganization plan and is
proposing a June 28 hearing on the explanatory disclosure
statement and the proposed sale procedures.

The Debtor negotiated the terms of the plan with majority of
second-lien and third lien creditors and Fortress Investment Group
LLC.  The plan provides for a sale if the price is satisfactory to
the second-lien lenders.  The Debtors began marketing the assets
on March 26 and initial indications of interest from buyers were
due on April 23.

Allowed administrative claims and priority tax claims will be paid
in full.  DIP claims, aggregating $98 million to $101 million,
will be paid in full in cash.  Other secured claims will be
reinstated or paid in full in cash and holders of these claims are
unimpaired.  Recovery by second and third lien lenders will depend
on the outcome of the sale process.  Holders of general unsecured
claims of up to $24 million and equity interests won't receive
anything.

With respect to a sale:

   * If bids are acceptable for a sale, there would be an auction
     on Aug. 3.

   * Second-lien creditors will receive the proceeds less an
     agreed amount earmarked for third-lien creditors.

   * Third-lien creditors are to receive the agreed amount from
     second-lien creditors plus the surplus if the second-lien is
     fully paid.

Absent a sale of the assets:

   * Second-lien lenders will receive a new second-lien term loan,
     warrants, and a new term loan paying interest with more debt.

   * Third-lien creditors will receive some of the new debt to pay
     interest with more debt together with some of the new
     warrants.

   * Unsecured creditors, with claims that may total from
     $9 million to $24 million, aren't to receive anything.

The Debtors plan to present the Plan for confirmation at a hearing
on Aug. 7, 2012.

A copy of the Disclosure Statement filed April 25, 2012, is
available for free at:

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

                     About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375,000,000 on secured notes and $72,649,048 on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors.  Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel.  Lazard Freres & Co. LLC is the
investment banker.  Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC, is
the restructuring services provider.  Epiq Bankruptcy Solutions is
the claims and notice agent.


INERGY LP: Moody's Affirms 'Ba2' CFR; Outlook Developing
--------------------------------------------------------
Moody's Investors Service changed Inergy, L.P.'s outlook to
developing and affirmed its Ba2 Corporate Family Rating (CFR) and
Probability of Default Rating (PDR), and Ba3 senior unsecured note
rating, following the company's announcement that it has reached a
definitive agreement to sell its retail propane assets to Suburban
Propane Partners, L.P. for $1.8 billion.

Suburban announced that it will commence offers in connection with
the planned acquisition to exchange $1.2 billion of Inergy's
senior notes for $1.0 billion of new Suburban senior notes and
$200 million in cash. If such an exchange were to occur in
accordance with the proposed offer (with the new unsecured notes
being pari passu with the existing unsecured notes), the new
Suburban notes would likely be rated Ba3 (assuming there are no
unanticipated material changes in Suburban's credit profile
between now and the exchange). The remaining $600 million of the
acquisition price will be paid in the form of newly issued
Suburban common units.

Ratings Rationale

"The developing outlook reflects uncertainty around the strategic
direction and capital structure of Inergy following the proposed
sale of its propane business to Suburban," commented Jonathan
Kalmanoff, Moody's Analyst. "The transaction accelerates
previously anticipated leverage reduction, with December 31, 2011
pro forma consolidated debt / EBITDA declining to 3.7x from 5.3x,
and improves Inergy's business risk profile with the pro forma
proportion of EBITDA from midstream operations increasing to
approximately 88% from 46%, however it also decreases Inergy's
scale with total EBITDA decreasing by approximately 48%."

Issuer: Inergy, L.P. ,

  Downgrades:

    Senior Unsecured Regular Bond/Debenture, Downgraded to LGD4,
    69% from a range of LGD4, 68% to LGD4, 66%

Outlook Actions:

    Outlook, Changed To Developing From Stable

  Withdrawals:

    Senior Unsecured Regular Bond/Debenture, Withdrawn,
    previously rated Ba3, LGD4, 66%

The SGL-3 reflects adequate liquidity through the second quarter
of 2013 with December 31, 2011 pro forma liquidity consisting of
$134 million of availability under the revolving credit facility
(amended on April 13, 2012 to reduce the size to 550 million) plus
$19 million of cash. Moody's expects that the company will
continue to be in compliance with these covenants through the
second quarter of 2013. The company does not have material debt
maturities until 2016 when the credit facility matures. NRGY's
alternative sources of liquidity are limited since assets are
encumbered by the secured credit facility.

The principal methodology used in rating Inergy was the Global
Midstream Energy rating methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Inergy, L.P., headquartered in Kansas City, Mo., is a master
limited partnerships (MLP) with both midstream and propane
operations.


INFUSYSTEM HOLDINGS: Deal With Investors Changes Leadership
-----------------------------------------------------------
InfuSystem Holdings, Inc., has reached an agreement with Global
Undervalued Securities Master Fund, LP, Meson Capital Partners,
Boston Avenue Capital and certain of their affiliates, resulting
in changes to InfuSystem's Board of Directors and leadership.
Together, those investors beneficially own approximately 11.4% of
the Company's outstanding shares.

Under the terms of the agreement, Dilip Singh, John Climaco,
Charles Gillman, Ryan Morris, and Joseph Whitters have been
appointed to the InfuSystem Board of Directors, effective
immediately.  Current InfuSystem Directors David Dreyer, Chairman
of the Audit Committee, and Wayne Yetter, Chairman of the
Nominating and Corporate Governance Committee, will remain on the
Board and continue in their current roles.

"We are optimistic about InfuSystem's prospects and believe that
the Company has exciting opportunities ahead," Mr. Yetter said.
"We appreciate the dialogue we have had with our stockholders and
look forward to working collaboratively with the new directors to
continue advancing InfuSystem's position as a significant leader
in the infusion and pre-owned medical equipment markets."

Mr. Yetter continued, "We thank the outgoing directors Sean, Jean-
Pierre, Pat, John and Tim for their contributions, leadership and
years of service to InfuSystem.  Their insight and experience have
been valuable to the Company, and we wish them the best in their
future endeavors."

With the changes announced, InfuSystem's Board will be comprised
of seven directors, all of whom will stand for election at
InfuSystem's 2012 Annual Meeting of Stockholders.  In connection
with the agreement, Global Undervalued Securities Master Fund, LP,
Meson Capital Partners, Boston Avenue Capital and their affiliates
have all withdrawn their request to call a special meeting.

"As stockholders, we are all extremely pleased with this outcome
and appreciate the level of engagement from the Board to help us
accomplish this end," said Ryan Morris, Managing Member of Meson
Capital Partners.  "We look forward to working diligently with our
fellow Board members to enhance value for all stockholders and
helping InfuSystem reach the next level of success."

InfuSystem also announced that Mr. Singh, former Chief Executive
Officer and a Director of MRV Communications and former Chief
Executive Officer of Telia-Sonera Spice Nepal, has been appointed
Interim Chief Executive Officer, effective immediately.  Mr. Singh
succeeds Sean McDevitt, who left the Company to pursue other
interests.

"We are pleased to have someone of Dilip Singh's stature to serve
as Interim CEO," Mr. Dreyer said.  "Dilip has nearly 40 years of
operational, executive management and board experience with global
Fortune 500 companies and a proven record of overseeing profitable
growth in rapidly emerging sectors."

Under the Singh Employment Agreement, Mr. Singh will receive a
salary of $150,000 for the Initial Term and is eligible for a
performance bonus, up to a maximum of $500,000, based upon
satisfaction of performance objectives to be developed by the
Compensation Committee, including stock price performance.

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

                         http://is.gd/bYZOnT

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

                         http://is.gd/Hdb8ab

Pursuant to a Consulting Agreement, dated as of April 24, 2012, by
and between the Company and Sean McDevitt, the Share Award
Agreement, dated as of April 6, 2010, by and between the Company
and Mr. McDevitt, was terminated.

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

The Company reported a net loss of $45.44 million on $54.63
million of net revenues in 2011, compared with a net loss of $1.85
million on $47.22 million of net revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $76.26
million in total assets, $36.09 million in total liabilities and
$40.16 million in total stockholders' equity.

For 2011, Deloitte & Touche LLP, in Detroit, Michigan, noted that
the possibility of a change in the majority representation of the
Board and consequent event of default under the Credit Facility,
which would allow the lenders to cause the debt of $24.0 million
to become immediately due and payable, raises substantial doubt
about the Company's ability to continue as a going concern.


INFUSYSTEM HOLDINGS: Names Ryan Morris as Executive Chairman
------------------------------------------------------------
InfuSystem Holdings, Inc.'s Board of Directors has named Director
Ryan J. Morris, 27, Executive Chairman.  Morris led a shareholder
activist movement that began in November of 2011 when the stock
was trading at approximately $1.20 per share.  It culminated in a
major overhaul of the Company's governance earlier this week as
former Chairman and Chief Executive Officer Sean McDevitt and four
other directors resigned.

The board also named Charles Gillman, Portfolio Manager of Nadel
and Gussman, LLC, as Lead Independent Director.  He and Morris
joined the InfuSystem board this week, along with other new
members John Climaco, Joseph Whitters and Dilip Singh. Singh was
also named Interim CEO.  Two directors, David Dreyer and Wayne
Yetter, will continue their roles on the board.

The Company said that its Annual Meeting of Shareholders,
originally scheduled to be held on May 11, 2012, has been
rescheduled for May 25.  InfuSystem stockholders of record at the
close of business on April 30, 2012, will be entitled to receive
notice about and vote at the meeting.  Further details regarding
the meeting will be included in the Company's proxy statement,
which InfuSystem expects to mail to stockholders shortly.

"Our prime mandate is to create value for all shareholders," says
new Executive Chairman Morris.  "Further, we believe that our
personal economic fates should continue to be entirely tied to
performance.  Accordingly, new board members will be compensated
solely in stock options.

"My immediate priorities as Executive Chairman will be to ensure
sound operational performance, and the development of a strategic
growth plan that leverages InfuSystem's market strengths with
emerging growth opportunities," Morris states.  "Directors David
Dreyer and Wayne Yetter have each been instrumental to making this
a smooth transition.  I am also pleased to report that Dilip
Singh, our new director as well as interim CEO, has hit the ground
running at full speed."

In addition to his role at InfuSystem, Morris founded and serves
as Managing Partner of Meson Capital Partners, a New York- and
Santa Monica-based value fund he founded in 2009.  Before leading
the successful efforts of an activist group of InfuSystem
investors resulting in the board and management changes now being
implemented, Morris launched his career co-founding VideoNote, an
education software company, with Cornell University as its first
customer.  He holds both undergraduate and masters degrees in
engineering from that institution.

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

The Company reported a net loss of $45.44 million on $54.63
million of net revenues in 2011, compared with a net loss of $1.85
million on $47.22 million of net revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $76.26
million in total assets, $36.09 million in total liabilities and
$40.16 million in total stockholders' equity.

For 2011, Deloitte & Touche LLP, in Detroit, Michigan, noted that
the possibility of a change in the majority representation of the
Board and consequent event of default under the Credit Facility,
which would allow the lenders to cause the debt of $24.0 million
to become immediately due and payable, raises substantial doubt
about the Company's ability to continue as a going concern.


INFUSYSTEM HOLDINGS: Signs Fifth Amendment to BOA Credit Pact
-------------------------------------------------------------
InfuSystem Holdings, Inc., on April 24, 2012, and Bank of America,
N.A., as Administrative Agent and Lender and Keybank National
Association as Lender, entered into the Fifth Amendment to the
Credit Agreement, dated as of June 15, 2010, and as amended,
pursuant to which Bank of America and Keybank agreed:

    (i) that the changes in the composition of the Board
        contemplated by the Settlement Agreement will not
        constitute a "Change in Control" under the Credit
        Agreement,

   (ii) to a change of the maturity date thereof to July 1, 2013;

  (iii) to permit exclusion of certain expenses relating to the
        Settlement Agreement and the transactions contemplated
        thereby from the calculation of certain financial ratios;

   (iv) to the addition of a covenant requiring minimum liquidity
        at all times of not less than $1,500,000 at the end of
        each day and not less than $2,000,000 as of the end of
        each fiscal month;

    (v) that commencing Aug. 1, 2012, the payment of a monthly
        ticking fee equal to 1% of the aggregate amount
        outstanding thereunder; and

   (vi) an amendment fee equal to 1% of the aggregate amount
        outstanding thereunder.

InfuSystem has reached an agreement with Global Undervalued
Securities Master Fund, LP, Meson Capital Partners, Boston Avenue
Capital and certain of their affiliates, resulting in changes to
InfuSystem's Board of Directors and leadership.

A copy of the Fifth Amendment is available for free at:

                        http://is.gd/mc7jwd

                     About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

The Company reported a net loss of $45.44 million on $54.63
million of net revenues in 2011, compared with a net loss of $1.85
million on $47.22 million of net revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $76.26
million in total assets, $36.09 million in total liabilities and
$40.16 million in total stockholders' equity.

For 2011, Deloitte & Touche LLP, in Detroit, Michigan, noted that
the possibility of a change in the majority representation of the
Board and consequent event of default under the Credit Facility,
which would allow the lenders to cause the debt of $24.0 million
to become immediately due and payable, raises substantial doubt
about the Company's ability to continue as a going concern.


INNER CITY MEDIA: Lender Selling Station in South Carolina
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured lenders for Inner City Media Corp. are
selling another one of the Debtor's radio stations rather than
take ownership themselves.  Inner City filed papers last week
seeking bankruptcy court permission to sell station WZMJ-FM in
Batesburg, South Carolina, to Lake Murray Broadcasting Inc. for
$450,000.  Lake Murray owns another station in Lexington, South
Carolina.

Mr. Rochelle relates that the lenders are awaiting the court's
formal approval for the sale of KBLX-FM in Berkeley, California,
for $25 million to Entercom Communications Corp.

Mr. Rochelle notes that after there were no competing bids at
auction, the bankruptcy judge in February authorized selling the
stations to secured lenders Yucaipa Cos. and Fortress Investment
Group LLC in exchange for debt.  The Manhattan-based company's 17
stations include WLIB and WBLS in New York.  The sale to the
lenders hasn't been completed.  The original sale agreement called
for the lenders to pay an additional $2.75 million for trademarks
and other intellectual property.

                      About Inner City Media

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

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

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

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

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

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

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

The United States Trustee said that an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of Inner City Media because an insufficient number of persons
holding unsecured claims against the Debtor has expressed interest
in serving on a committee.


INTELSAT SA: Amends Tender Offers, Posts Early Offer Results
------------------------------------------------------------
Intelsat S.A. announced that, in connection with the Tender
Offers, Intelsat Jackson has been advised by Global Bondholder
Services Corporation, as the depositary for the Tender Offers,
that as of 5:00 p.m. New York City time on Wednesday, April 25,
2012, Intelsat Jackson had received tenders of $48,042,000
aggregate principal amount of the 9 1/2% Notes and tenders of
$10,059,000 aggregate principal amount of the 11 1/4% Notes
pursuant to the Tender Offers.

On April 25, 2012, Intelsat S.A. also announced that Intelsat
Jackson amended the terms of the Tender Offer for the 9 1/2% Notes
and the Tender Offer for the 11 1/4% Notes and is now offering to
pay the total consideration, including the early tender payment,
to Holders who validly tender their Notes prior to the expiration
of the applicable Tender Offer.

Including accrued and unpaid interest, Intelsat Jackson has paid
$51,584,590 in total consideration with respect to the 9 1/2%
Notes tendered prior to the Early Tender Time and $10,928,474 in
total consideration with respect to the 11 1/4% Notes tendered
prior to the Early Tender Time.

Each of the Tender Offers is scheduled to expire at 12:00
midnight, New York City time, on Wednesday, May 9, 2012, unless
extended or earlier terminated by Intelsat Jackson.

Subject to the terms and conditions set forth in the Offer to
Purchase, Intelsat Jackson will accept for purchase all 9 1/2%
Notes tendered and not withdrawn prior to the Early Tender Time.
Subject to the terms and conditions set forth in the Offer to
Purchase, Intelsat Jackson intends to accept for purchase all 9
1/2% Notes tendered after the Early Tender Time and prior to the
Expiration Time.

Subject to the terms and conditions set forth in the Offer to
Purchase, Intelsat Jackson will accept for purchase all 11 1/4%
Notes tendered and not withdrawn prior to the Early Tender Time.
As the principal amount of 11 1/4% Notes validly tendered and not
withdrawn in the 11 1/4% Offer prior to the Early Tender Time is
less than the Tender Cap, subject to the terms and conditions set
forth in the Offer to Purchase, Intelsat Jackson intends to accept
for purchase 11 1/4% Notes tendered after the Early Tender Time
and prior to the Expiration Time, subject to the Tender Cap and
any required proration, as described in the Offer to Purchase.

The withdrawal deadline relating to each of the Tender Offers
occurred at 5:00 p.m., New York City time, on Wednesday, April 25,
2012.  Notes previously tendered and Notes that are tendered after
the withdrawal deadline may not be withdrawn, except as required
by law.  Each of the Tender Offers is scheduled to expire at 12:00
midnight, New York City time, on Wednesday, May 9, 2012, unless
extended or earlier terminated.

Intelsat Jackson has retained Goldman, Sachs & Co. to act as the
dealer manager for each of the Tender Offers.  Global Bondholder
Services Corporation is acting 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).

                          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: Unit Issues $1.2 Billion of 7-1/4% Senior Notes
------------------------------------------------------------
Intelsat Jackson Holdings S.A. issued $1,200,000,000 aggregate
principal amount of its 7 1/4% Senior Notes due 2020.  The New
Notes were issued pursuant to an indenture, dated as of Sept. 30,
2010, among Intelsat Jackson, the guarantors party thereto and
Wells Fargo Bank, National Association, as trustee.  Intelsat
Jackson previously issued $1,000,000,000 aggregate principal
amount of its 7 1/4% Senior Notes due 2020 on Sept. 30, 2010.

The net proceeds from the New Notes will be used by Intelsat
Jackson to purchase any and all of its $701,913,000 outstanding
9 1/2% Senior Notes due 2016 and up to $470,000,000 aggregate
principal amount of its outstanding $1,048,220,000 aggregate
principal amount of 11 1/4% Notes that are validly tendered in
connection with Intelsat Jackson's tender offers announced on
April 12, 2012.  Proceeds from the sale of the New Notes may also
be used to redeem or repurchase notes not purchased in the
applicable Tender Offer, to pay related fees and expenses and for
general corporate purposes.

The Indenture contains covenants which include, among other
things:

   -- a limitation on Intelsat Jackson's and some of its
      subsidiaries' ability to incur or guarantee additional debt
      or issue disqualified or preferred stock;

   -- a limitation on Intelsat Jackson's and some of its
      subsidiaries' ability to pay dividends, make other equity
      distributions or repurchase or redeem capital stock;

   -- a limitation on Intelsat Jackson's and some of its
      subsidiaries' ability to make certain investments;

   -- a limitation on Intelsat Jackson's and some of its
      subsidiaries' ability to enter into transactions with
      affiliates;

   -- a limitation on merger, consolidation, amalgamation and sale
      of assets applicable to Intelsat Jackson and some of its
      subsidiaries; and

   -- a limitation on Intelsat Jackson's and some of its
      subsidiaries' ability to incur liens on any of Intelsat
      Jackson's assets securing other indebtedness.

The New Notes are redeemable on the dates, at the redemption
prices and in the manner specified in the Indenture.

Pursuant to a registration rights agreement, Intelsat Jackson and
the guarantors of the New Notes agreed with Goldman, Sachs & Co.,
as representative of the initial purchasers in the offering of the
New Notes, in the circumstances described therein to make an offer
to exchange the New Notes for registered, publicly tradable notes
that have substantially identical terms to the New Notes.

                           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.


INTERBANK FSB: Closed; Great Southern Bank Assumes All Deposits
---------------------------------------------------------------
Inter Savings Bank, fsb, also doing business as InterBank, fsb, of
Maple Grove, Minn., was closed on Friday, April 27, 2012, by the
Office of the Comptroller of the Currency, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Great Southern Bank of Reeds Spring, Mo., to assume
all of the deposits of InterBank, fsb.

The four branches of InterBank, fsb, will reopen during normal
business hours as branches of Great Southern Bank.  Depositors of
InterBank, fsb, will automatically become depositors of Great
Southern Bank.  Deposits will continue to be insured by the FDIC,
so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of InterBank, fsb, should
continue to use their existing branch until they receive notice
from Great Southern Bank that it has completed systems changes to
allow other Great Southern Bank branches to process their accounts
as well.

As of Dec. 31, 2011, InterBank, fsb, had around $481.6 million in
total assets and $473.0 million in total deposits.  In addition to
assuming all of the deposits of the failed bank, Great Southern
Bank agreed to purchase essentially all of the assets.

The FDIC and Great Southern Bank entered into a loss-share
transaction on $413.0 million of InterBank, fsb's assets.  Great
Southern Bank will share in the losses on the asset pools covered
under the loss-share agreement.  The loss-share transaction is
projected to maximize returns on the assets covered by keeping
them in the private sector.  The transaction also is expected to
minimize disruptions for loan customers.  For more information on
loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-405-8357.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/Interbank.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $117.5 million.  Compared to other alternatives, Great
Southern Bank's acquisition was the least costly resolution for
the FDIC's DIF.  InterBank, fsb, is the 20th FDIC-insured
institution to fail in the nation this year, and the third in
Minnesota.  The last FDIC-insured institution closed in the state
was Home Savings of America, Little Falls, on Feb. 24, 2012.


INTERLEUKIN GENETICS: Extends President's Contract Until Nov. 30
----------------------------------------------------------------
Interleukin Genetics, Inc., entered into an amendment to the
employment agreement, dated Nov. 12, 2008, with its President and
Chief Scientific Officer, Kenneth S. Kornman.  The Amendment,
which has an effective date of March 31, 2012, extends the term of
the Agreement through Nov. 30, 2012.

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Following the Company's financial results for the year ended Dec.
31, 2011, Grant Thornton LLP, in Boston, Massachusetts, expressed
substantial doubt about Interleukin Genetics' ability to continue
as a going concern.  The independent auditors noted that the
Company incurred a net loss of $5.02 million during the year ended
Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $12.27 million and its
total liabilities exceeded total assets by $11.4 million.

The Company reported a net loss of $5.0 million for 2011, compared
with a net loss of $6.0 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.0 million
in total assets, $14.4 million in total liabilities, and a
stockholders' deficit of $11.4 million.


INTERNATIONAL MEDIA: Lease Decision Period Extended Until Aug. 6
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Aug. 6, 2012, International Media Group Inc., et al.'s time
to assume or reject unexpired leases of nonresidential real
property.

International Media Group Inc. and its affiliates operate
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

NRJ TV II LLC, an entity owned by the first lien lender, will be
the stalking horse bidder.  As of Jan. 9, 2012, the Debtors owe
$77.3 million on a first lien debt, including $67 million on a
term-loan.  Fortress Credit Corp. serves as agent.  Unless outbid
at the auction, the pre-petition lenders will acquire the assets
in exchange for a credit bid of $45 million, will assume certain
liabilities, and fund a "carve-out".  An auction and sale hearing
is contemplated to be held in March.

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
post-petition.  William E. Chipman, Jr., Esq., and Mark D.
Olivere, Esq., at Cousins Chipman & Brown, LLC, in Wilmington,
Delaware, serve as the Debtors' bankruptcy counsel.  The Debtors'
claims agent is Epiq Bankruptcy Solutions LLC.  International
Media disclosed $206,825,047 in assets and $233,218,073 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Dennis J. Davis, chief restructuring officer.


ISTAR FINANCIAL: Swings to $46 Million Net Loss in First Quarter
----------------------------------------------------------------
iStar Financial Inc. reported a net loss of $46.04 million on
$94.70 million of total revenues for the three months ended
March 31, 2012, compared with net income of $83.90 million on
$110.24 million of total revenues for the same period during the
prior year.


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

The Company's balance sheet at March 31, 2012, showed $7.58
billion in total assets, $6.08 billion in total liabilities and
$1.50 billion in total equity.

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

                       http://is.gd/dYDmTX

                      About iStar Financial

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

                           *     *     *

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

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

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

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


JACKSON HEWITT: Court Nixes National Tax Network's Counterclaims
----------------------------------------------------------------
District Judge Dennis M. Cavanaugh granted the request of Jackson
Hewitt, Inc., to dismiss the counterclaims of National Tax
Network, LLC, in the lawsuit, Jackson Hewitt, Inc., v. Barnes
Enterprises, et al.; and Jackson Hewitt, Inc., v. Kathryne L.
Ward, No. 10-cv-05 108 (D. N.J.).

Kathryne L. Ward, a citizen of Arizona, signed as a guarantor for
National Tax on several franchise agreements to operate Jackson
Hewitt tax preparation businesses in Arizona beginning in 2004.
The franchise agreements gave NTN the right to operate tax return
businesses using Jackson Hewitt trade names, trademarks, service
marks, and logos.  NTN also received the right to use Jackson
Hewitt proprietary business methods and software.  On July 23,
2010, Jackson Hewitt terminated the franchise agreements by letter
to NTN and Ms. Ward.

During an Aug. 30, 2011 status conference, Magistrate Judge Joseph
A. Dickson ordered the Defendants to answer the Complaint on or
before Sept. 8, 2011, to serve initial disclosures on Jackson
Hewitt on or before Sept. 15, 2011, and to respond to Jackson
Hewitt's interrogatories and requests for production on or before
Sept. 15, 2011.  On Sept. 6, 2011, Magistrate Judge Dickson
entered a written Order confirming this schedule.

NTN filed its Answer on Sept. 8, 2011, asserting six
Counterclaims, including allegations of (1) fraudulent inducement
or negligent misrepresentation; (2) unfair competition and
tortious interference with contract; (3) detrimental reliance; (4)
fraud, intentional misrepresentation, and negligent
misrepresentation; (5) declaratory judgment; and (6) breach of the
implied covenant of good faith and fair dealing.  On Sept. 29,
2011, Jackson Hewitt filed the Motion to Dismiss the
Counterclaims, arguing that all Counterclaims should be dismissed
as untimely, that Counterclaims One, Two, Three, Four, and Six
fail to state a claim on which relief may be granted, and that
Counterclaim Five should be dismissed as the District Court has
already adjudicated the issue.  NTN did not file Opposition to the
Motion.  Pursuant to Fed. R. Civ. P. 78, no oral argument was
heard in the lawsuit.

A copy of the District Court's April 25, 2012 Opinion is available
at http://is.gd/oGoXctfrom Leagle.com.

                       About Jackson Hewitt

Parsippany, New York-based Jackson Hewitt Tax Service Inc., aka
JHTS Inc., provides computerized preparation services for federal,
state and local individual income tax returns in the United States
through a nationwide network of franchised and company-owned
offices operating under the brand name Jackson Hewitt Tax Service.
The Company has 700 franchisees that collectively operated a total
of 4,846 offices.  The Company also operates 1,110 company-owned
offices.

Jackson Hewitt and its affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-11587) on May 24, 2011.  Judge
Mary F. Walrath presided over the bankruptcy case.  Skadden, Arps,
Slate, Meagher & Flom LLP, served as the Debtors' bankruptcy
counsel. Alvarez & Marsal North America, LLC, served as their
financial advisor.  Moelis & Company LLC acted as investment
banker.  The Garden City Group, Inc., served as the Debtors'
Claims and Noticing Agent.  The Debtors also tapped Deloitte &
Touche to serve as tax advisors and Kekst & Company to serve as
communications advisors.

BDO Financial served as financial advisors to the Official
Committee of Unsecured Creditors.

As of June 30, 2011, Jackson Hewitt's balance sheet showed $390.3
million in total assets, $432.9 million in total liabilities, and
a stockholders' deficit of $42.6 million.

Jackson Hewitt on Aug. 8, 2011, received confirmation of its
"pre-packaged" Plan of Reorganization.  Under the Plan, Jackson
Hewitt emerged as a private company with Bayside Capital becoming
the majority owner.  Bayside is an affiliate of Miami, Florida-
based H.I.G. Capital, and the largest holder of Jackson Hewitt's
secured debt prior to its restructuring.


JATCO INCORPORATED: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Jatco, Incorporated
        725 Zwissig Way
        Union City, CA 94587

Bankruptcy Case No.: 12-43549

Chapter 11 Petition Date: April 23, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtor's Counsel: Neal L. Wolf, Esq.
                  NEAL WOLF AND ASSOCIATES, LLC
                  155 N. Wacker Drive, #1910
                  Chicago, IL 60606
                  Tel: (312) 228-4990
                  Fax: (312) 228-4988
                  E-mail: nwolf@nealwolflaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/canb12-43549.pdf

The petition was signed by Paul H. Appelblom, chief executive
officer.


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

Moody's current ratings on Jefferies Group, Inc. are:

Long Term Issuer rating of Baa2

Senior Unsecured (domestic currency) ratings of Baa2

Preferred Stock (domestic currency) ratings of Ba1 (hyb)

Senior Unsecured Shelf (domestic currency) ratings of (P)Baa2

Subordinate Shelf (domestic currency) ratings of (P)Baa3

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

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

Rating Rationale

The Baa2 rating with a stable outlook reflects Jefferies'
relatively straightforward business model based on limited
principal risk, a focus on highly liquid products, modest use of
OTC derivatives, and low financial leverage, but also incorporates
the risks posed by the firm's less diversified franchise, lower
level of profitability, and rapid growth.

In 4Q 2011, Jefferies demonstrated the liquidity of the balance
sheet in challenging market conditions by reducing total assets
from $45.1 billion to $35 billion. The reduction was broad based
across asset categories including a reduction in total Level 3
assets from $636 million to $474 million.

Jefferies is maintaining a prudent posture to wholesale funding.
At 4Q 2011, 87% of Jefferies repo collateral was acceptable at
clearing houses and for the remaining 13%, weighed average term
exceeded 2 months. The firm had $3.6 billion in cash and
unencumbered collateral and $850 million available in an undrawn
committed credit facility.

Over the past few years Jefferies has taken steps to diversify its
revenue and profit streams through a strategic build-up of the
company's investment banking and FICC segments. Additionally, the
company's recent acquisition of Prudential Bache's Global
Commodities Group should further diversify revenues. Compared to
peers, Jefferies has engaged in limited principal risk taking and
has consistently maintained a low level of leverage.

Profitability has been reduced in the second half of 2011,
reflecting a difficult market environment and firm-specific market
speculation in November. In the second half of 2011, after backing
out the $41 million gain on the Bache Commodities business and the
$12 million debt extinguishment gain, the firm was modestly
profitable - producing $64 million in net income.

Moody's also notes that higher revenue diversity comes at the cost
of increasing business complexity. Jefferies has rapidly expanded
its headcount to roughly 3,850 employees at present from 2,250 at
the end of 2008. Moody's believes it is critical that Jefferies'
risk management functions and processes evolve to control these
risks. Moody's expects that until Jefferies has a fully
implemented risk and control infrastructure that matches the
company's increased business complexity it will continue to focus
on the simplest and most liquid asset classes, with conservative
risk limits.

Rating Outlook

The stable outlook reflects Moody's expectation that Jefferies
will continue to run the business in a disciplined way, adhering
to its basic tenets of - low risk appetite and leverage, and focus
on liquidity. Moody's also expects Jefferies to continue investing
in its risk management, technology, and infrastructure to support
its growth.

What Could Change the Rating - Up

Moody's currently views the rating as well positioned. Longer-
term, if Jefferies' market share gains prove sustainable and if
pre-tax profitability increases (e.g. closer to 30%) while its
risk appetite does not, the outlook could be changed to positive.

What Could Change the Rating - Down

Jefferies Baa2 rating has been based on its conservative approach
to leverage and the simplicity and liquidity of its balance sheet.
Accordingly, Moody's would consider ratios above any of the
following levels as suggestive of increased risk at Jefferies that
could lead to a rating downgrade.

- Gross Leverage (Tangible Assets/Tangible Common Equity)
exceeding a range of 16-18x (estimated at 12x as of 11/30/2011)

- Gross Market Value (Long plus Short Inventory/Tangible Common
Equity) exceeding a range of 11-13x (estimated at under 10x as of
11/30/2011)

- L3 assets exceeding $750MM (estimated at $474MM as of
11/30/2011)

Moody's defines Tangible Common Equity as Common Equity less
Goodwill, Intangibles and Minority Interest or approximately $2.9
billion at Jefferies as of 11/30/2011.

The methodologies used in this rating were Global Securities
Industry Methodology published in December 2006, and Moody's
Guidelines for Rating Bank Hybrid Securities and Subordinated Debt
published in November 2009.


KERSKI ASSOCIATES: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kerski Associates Limited Partnership
        74 Towantic Hill Road
        Oxford, CT 06483

Bankruptcy Case No.: 12-30954

Chapter 11 Petition Date: April 23, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

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

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

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ctb12-30954.pdf

The petition was signed by Francis Kerski, general partner.


KURRANT MOBILE: To Reduce Authorized Common Shares to 15 Billion
----------------------------------------------------------------
Cogito Media Group, Inc., formerly known as Kurrant Mobile
Catering, Inc., on Jan. 12, 2012, filed with the Secretary of
State for the State of Colorado an amendment to its Articles of
Incorporation to reduce its authorized common stock shares from 50
billion shares to 15 billion shares, effective immediately.

"We believe that this reduction of authorized capital will attract
new funding and demonstrate to potential new investors in the
Company that we are serious about managing potential future
dilution in our stock and we continue to be steadfastly dedicated
to bringing increased value to our shareholders."

                        About Kurrant Mobile

Montreal, Quebec-based Kurrant Mobile Catering, Inc., operates in
a single business segment that includes the publication and
distribution of books and eBooks.  The Company sells its products
to distributors throughout the world.

The Company's balance sheet at Nov. 30, 2010, showed $1.02 million
in total assets, $1.71 million in total liabilities, and a
$686,774 stockholders' deficit.

According to the Form 10-Q for the quarter ended Nov. 30, 2010,
"The Company has incurred net losses and has negative cash flows
from its operations.  These factors raise substantial doubt
regarding Kurrant Mobile's ability to continue as a going concern.
Realization value may be substantially different from carrying
values as shown and these financial statements do not include any
adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be
necessary should Kurrant Mobile be unable to continue as a going
concern.  The continuation of Kurrant Mobile as a going concern is
dependent upon the continued financial support from its
shareholders, the ability of Kurrant Mobile to obtain necessary
equity financing to continue operations, and the attainment of
profitable operations."

The Company has not filed its financial statements subsequent to
the Nov. 30, 2010, Form 10-Q.  The management of Cogito Media
deems additional time is necessary in order to fully compile the
necessary financial information and adequately complete its
financial statements required to prepare its quarterly report on
Form 10-Q for the period ended May 31, 2011, and annual report on
Form 10-K for the period ended Feb. 28, 2011.


LAM RESEARCH: S&P Raises Ratings From 'BB+'; Outlook Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Lam
Research Corp. to 'BBB-' from 'BB+' and removed the rating from
CreditWatch, where it was listed with positive implications on
Dec. 15, 2011. The outlook is positive.

"The rating change reflects the company's expanded leadership
position beyond its previously narrow business focus to include
adjacent markets within the wafer fabrication equipment industry,"
said Standard & Poor's credit analyst David Tsui, "while
maintaining its 'intermediate' financial risk profile after
the stock-for-stock merger with Novellus."

"We are also raising the issue-level ratings on the company's $450
million senior unsecured convertible bonds due 2016 and $450
senior unsecured convertible bonds due 2018 to 'BBB-' from 'BB+',"
S&P said.

Lam Research is a global producer of plasma etch and single-wafer
cleaning tools used to manufacture memory, logic, and micro-
electromechanical system devices.

"We placed Lam Research's ratings on CreditWatch following the
announcement that the company will merge with Novellus Systems
Inc. in a stock-for-stock transaction valued at about $3.3 billion
or 1.125 shares of Lam Research for each share of Novellus. We
view the proposed merger as a positive for our assessment of Lam
Research's business risk profile as the company expands its
leadership positions beyond its previously narrow business focus
in plasma etch and single-wafer clean segments of the
semiconductor wafer equipment addressable market. Novellus is a
leader in deposition and surface preparation semiconductor
equipment, with sales and EBITDA at approximately half of Lam
Research's current size. As a result, we revised Lam Research's
business risk profile to 'satisfactory' from 'fair,'" S&P said.

"The outlook is positive, reflecting the company's expanded
leadership positions beyond its previously narrow business focus
to include adjacent markets within the wafer fabrication equipment
industry and a continued moderate financial policy after the
stock-for-stock merger with Novellus. We could upgrade the company
to 'BBB' if it successfully integrates the merger with Novellus
and achieves the $100 million cost synergies as outlined, while
maintaining its current pro forma financial profile. We could
revise the outlook to stable if the company experiences difficulty
with the integration of Novellus, leading to sustained leverage in
excess of 2.5x throughout an industry cycle," S&P said.


LANTHEUS MEDICAL: Moody's Cuts Corporate Family Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Lantheus Medical
Imaging, Inc. (Corporate Family Rating and senior unsecured notes
to Caa2 from Caa1), because of ongoing concerns regarding
liquidity and the potential for negative cash flow from operations
related to the prolonged shut down of a key third party
manufacturing plant as well as expectations that sales trends will
continue to be lower than expected. At the same time, the
company's speculative grade liquidity rating remained at SGL-4.
The rating outlook is negative. This concludes Moody's rating
review that was initiated on December 20, 2011.

Ratings downgraded

Lantheus Medical Imaging, Inc.

Corporate Family Rating to Caa2 from Caa1

PDR to Caa2 from Caa1

$400 million senior unsecured notes to Caa2, LGD4, 57% from Caa1,
LGD4, 57%

Rating unchanged

Speculative grade liquidity rating of SGL-4

Ratings Rationale

"Uncertainty associated with the ongoing shut down of the BVL
plant provides concerns regarding liquidity despite the benefit of
a cash infusion from BVL," said Diana Lee, a Moody's Senior Credit
Officer.

The downgrade to Caa2 and SGL-4 reflect concerns regarding near
term liquidity if Ben Venue Labs (BVL) or if alternative
manufacturing sources are not operational relatively soon. Moody's
believes there is a reasonable likelihood that cash outflows will
erode cash balances, which have been boosted by a recent payment
from BVL under terms of a new contractual agreement with BVL. In
addition, although Lantheus amended its covenants in January 2012,
Moody's believes that covenant cushions will again tighten
especially in light of step-down provisions. This, coupled with
significantly lower than expected overall sales, driven largely by
a lack of recovery in TechneLite generator sales as well as
unfavorable product mix changes in Cardiolite, are key concerns.

BVL, a third party manufacturing plant, is the exclusive
manufacturer of DEFINITY (a contrast agent used for
echocardiograms), which accounted for about 19% of FY2011 sales
and Neurolite (estimated 5% of sales), and is the primary
manufacturer of Cardiolite contrast agent (used in nuclear stress
tests), which generated about 18% of total FY2011 sales. BVL was
expected to resume production in March 2011 after scheduled
remediation, but subsequent delays have now resulted in
significant manufacturing constraints although Lantheus is seeking
alternative manufacturing sites for products produced at BVL.

Lantheus could face additional challenges because of an April 2012
scheduled maintenance shutdown of the company's NRU reactor
facility in Chalk River, Canada. Although Moody's believes
Lantheus can find alternative sources for Moly during the
scheduled four week shut down, any delays in reopening Chalk River
could result in additional pressure on Moly-related product sales.
Chalk River still accounts for the majority of the company's Moly
source material, but the company hopes to become more balanced in
its Moly sources in the future. Canada has stated it will exit the
nuclear reactor business by 2016. BVL's parent (Boehringer
Ingelheim) has decided to exit the contract manufacturing business
by 2014, which will require a permanent transfer of manufacturing
to alternate sites. Effective February 1, 2012, Lantheus entered a
new agreement with Jubilant HollisterStier (JHS) to manufacture
DEFINITY; Moody's understands that JHS is in the process of
transferring technology.

The negative outlook reflects concerns that if BVL or JHS are not
able to produce commercialized products for Lantheus within the
next few months, the likelihood of a default increases. If BVL or
JHS are not operational within the next several months or if
overall sales continue to be suppressed, and there is a high
likelihood that Lantheus will need to spend down substantially all
of its cash, the ratings could be downgraded. If Moody's believes
a covenant breach under the revolver could result in a cross
default under the bond indenture, it could support a rating
downgrade. If BVL or JHS are operational within the next several
months, overall sales improve, and it appears that the company
will be able to see breakeven free cash flow, the ratings could be
upgraded.

The Caa2 rating also considers Lantheus's heavy reliance on a
somewhat volatile supply source for its nuclear products, small
size with declining revenues due to generic competition for
Cardiolite, and high product and customer concentration risk.
These underlying weaknesses have been partially offset by the
company's solid market position in the medical diagnostic imaging
segment, and contracts with key radiopharmacies.

The principal methodology used in this rating was the Global
Pharmaceutical Industry Methodology published in October 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the US, Canada and
EMEA published in June 2009.

Lantheus Medical Imaging Inc. is a leading global manufacturer of
medical imaging products and a wholly-owned subsidiary of Lantheus
MI Intermediate, Inc., which, in turn, is a wholly-owned
subsidiary of Lantheus MI Holdings, Inc. The company primarily
manufactures products for cardiovascular diagnostic imaging.


LARSON LAND: Owner Stopped From Cash Use; Trustee Takes Over
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the effort by Larson Land Co. to reorganize in U.S.
Bankruptcy Court in Boise, Idaho, came to a quick end, in terms of
the company's ability to control its own destiny.  The bankruptcy
judge ceded to objection from secured lender Zions First National
Bank and denied the company use of cash representing collateral
for the bank's claim. Without cash and salaries unpaid, workers
walked off the job, according to a court filing.

The report relates that to prevent 3 million pounds of onion
product from rotting if a freezer was turned off, the bankruptcy
judge quickly appointed a Chapter 11 trustee at the behest of the
U.S. Trustee.

Owed $11.9 million on a secured claim, Zions said that Larson
"wrongfully" told customers to send payments to the company rather
than the bank, according to the report.

An affiliate of ConAgra Foods Inc. said it has secured claims
totaling $46.5 million.  ConAgra agreed with appointment of a
Chapter 11 trustee, according to court papers.

                     About Larson Land Company

Ontario, Oregon-based Larson Land Company LLC, fka Select Onion
Co. LLC -- http://www.selectonion.com/-- a privately held
agribusiness company that grows, stores, processes and ships
bagged onions, fresh processed onions, whole peel onions, IQF
onions, and delicious raw breaded hand packed onion rings, filed a
Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise,
Idaho, on April 12, 2012, estimating assets of up to $100 million
and debts of up to $500 million.  Judge Terry L. Myers presides
over the case. Brent T. Robinson, Esq., at Robinson, Anthon &
Tribe, serves as the Debtor's counsel. The petition was signed by
Farrell Larson, president.


LAW ENFORCEMENT ASSOC: To Liquidate Assets Under Chapter 7
----------------------------------------------------------
Chris Bagley, staff writer at the Triangle Business Journal,
reports that Law Enforcement Associates Corp. has converted its
Chapter 11 bankruptcy reorganization into a Chapter 7 liquidation.

According to the report, the company, previously traded on an
over-the-counter exchange, said in a securities filing at the time
that it didn't have sufficient financial resources to pay the
judgment.  The company's bankruptcy was converted to a Chapter 7
liquidation in early March.  Its operating subsidiary, Law
Enforcement Associates Inc., filed its own Chapter 7 petition on
April 25, 2012.  The subsidiary reported $346,000 in assets and no
debt of its own.

The report notes company officers, rather than an outside
bankruptcy counsel, are representing it in court.

                      About Law Enforcement

Law Enforcement Associates Corporation was formed on Dec. 3, 2001,
when the Company acquired all the outstanding stock of Law
Enforcement Associates, Inc., a New Jersey company, incorporated
in 1972, doing business in North Carolina.  The Company's
operations consist of the manufacturing and providing of
surveillance and intelligence gathering products and vehicle
inspection equipment.  Products are used by law enforcement
agencies, the military, security, and correctional organizations.

Law Enforcement Associates Corp. filed a Chapter 11 bankruptcy
petition (Bankr. E.D.N.C. Case No. 11-05686) on July 27, 2011.
William P. Janvier, Esq., at Janvier Law Firm, PLLC, in Raleigh,
North Carolina, serves as counsel.  The Debtor estimated assets of
up to $50,000 and debts of up to $10 million.


LEFKARA GROUP: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Lefkara Group LLC
                350 7th Avenue, Suite 2205
                New York, NY 10001

Bankruptcy Case No.: 12-11702

Involuntary Chapter 11 Petition Date: April 25, 2012

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

Judge: Stuart M. Bernstein

Petitioners' Counsel: Scott S. Markowitz, Esq.
                      TARTER KRINSKY & DROGIN LLP
                      1350 Broadway, 11th Floor
                      New York, NY 10018
                      Tel: (212) 216-8000
                      Fax: (212) 216-8001
                      E-mail: smarkowitz@tarterkrinsky.com

Creditors who signed the Chapter 11 petition:

    Petitioners                    Nature of Claim    Claim Amount
    -----------                    ---------------    ------------
42-05 Parsons LLC                  Mortgage             $2,700,000
30-56 Whitestone Expressway
Flushing, NY 11354

Leonard J. Strandberg & Associates Trade Claim             $15,000
32 Smith Street
Freeport, NY 11520

Montrose Surveying Co. LLP         Trade Claim              $1,250
116-20 Metropolitan Avenue
Richmond Hill, NY 11418


LEHMAN BROTHERS: LVH Says Notes Investors Have Poor Recovery
------------------------------------------------------------
Investor advocacy law firm Vernon Healy said that investors
holding Lehman 100% principal protected notes or other Lehman
structured products are now receiving word that their share of the
initial Lehman bankruptcy distribution on April 17 amounts to 6
cents on the dollar.

"We've been informed by a representative of Wilmington Trust, the
bankruptcy trustee that is handling Lehman notes distributions,
that Lehman note holders may receive up to 21 cents on the dollar
with that amount dribbled out over the next 3 to 5 years through
the bankruptcy liquidation process," said investor rights attorney
Chris Vernon, of the Vernon Healy law firm.  "In our ongoing
efforts to assist investors, we are aggressively pursuing UBS in
arbitrations before the Financial Industry Regulatory Authority
for fraudulent misrepresentations to investors that their Lehman
notes were safe and 100 percent principal protected."

Vernon Healy has aggressively represented investors with more than
$13 million in FINRA arbitration claims against UBS on behalf of
Lehman note holders.

"We believe that this updated information from the bankruptcy
trustee will shock those defrauded investors who have not obtained
legal counsel yet and have held out hope that the bankruptcy
process would provide them with some meaningful recovery," Vernon
said.

Vernon Healy's advocacy on behalf of Lehman notes investors was
featured in an AARP magazine article about the dangers of
investing in structured products, which continue to be pitched by
brokerage firms to retirees as safe investments.  Vernon Healy's
ongoing investigation continues to reveal numerous concerns in
relation to the sales of Lehman notes by UBS that have not been
addressed by FINRA or federal regulators.

Vernon Healy claims have alleged that UBS fraudulently
misrepresented Lehman principal protected notes not only to its
brokerage firm clients but also to some of its own financial
advisors, who continued to sell Lehman principal protected notes
as safe investments to investors well after UBS knew Lehman was in
financial trouble.

A second distribution in the Lehman Brothers bankruptcy is
scheduled for Sept. 30, 2012 and a third distribution is scheduled
for March 30, 2013 with semi-annual distribution thereafter.  The
Lehman Brothers bankruptcy in September 2008 is the biggest
bankruptcy in U.S. history, and it touched off the world financial
crisis and most significant economic recession since the Great
Depression.

Former CEO Bryan Marsal, who ran Lehman during the bankruptcy,
painted a bleak picture for creditors when he told Bloomberg
Businessweek that the firm will continue selling assets through
2014 as it tries to raise a total of $65 billion to pay estimated
claims of $370 billion.

Bloomberg Businessweek also noted that Enron investors were paid
53 cents on the dollar while average Lehman creditors will receive
only an estimated 18 cents on the dollar.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEVI STRAUSS: Has $385MM Purchase Agreement with Merrill Lynch
--------------------------------------------------------------
Levi Strauss & Co. entered into a purchase agreement with Merrill
Lynch, Pierce, Fenner & Smith Incorporated to sell $385.0 million
aggregate principal amount 6 7/8% Senior Notes due 2022 of the
Company in accordance with a private placement conducted pursuant
to Rule 144A and Regulation S under the Securities Act of 1933.  A
copy of the Purchase Agreement is available at http://is.gd/XYkp4s

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

The Company's balance sheet at Feb. 26, 2012, showed $3.21 billion
in total assets, $3.30 billion in total liabilities, $6.20 million
in temporary equity, and a $96.49 million total stockholders'
deficit.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services assigned its
'B+' rating (same as the corporate credit rating) to San
Francisco-based Levi Strauss & Co.'s proposed $350 million senior
unsecured notes due 2022.

"The ratings on Levi Strauss reflect our view that the company's
financial profile continues to be 'aggressive,' particularly since
the company's balance sheet remains highly leveraged and we expect
cash flow protections measures to continue to be weak. In
addition, we continue to consider Levi Strauss' business risk
profile to be 'weak,' given its continuing participation in the
highly competitive denim and casual pants market, which is subject
to fashion risk and still-weak consumer spending, and our
expectation that the company's business focus will remain narrow.
We believe the company benefits from its strong, well-recognized
Levi's brand, long operating history, and distribution channel
diversity (both by retail customer and geography)," S&P said.

In April 2012, Moody's Investors Service affirmed Levi Strauss &
Co ("LS&Co) B1 Corporate Family and Probability of Default
Ratings.  Moody's also assigned a B2 rating to the company's
proposed $350 million senior unsecured notes due 2022 and affirmed
the B2 ratings of the company's other series of unsecured debt.

Levi Strauss' B1 Corporate Family Rating reflects the company's
negative trends in operating margins reflecting inconsistent
execution as well as input cost pressures.  The ratings also
reflect the company's still significant debt burden, which has
been increasing due to the company's continued investment in its
own retail stores and its sizable underfunded pension. Debt/EBITDA
(incorporating Moody's standard analytical adjustments) was 5.1
times for the LTM period ending 2/26/2012.  The rating take into
consideration the company's significant global scale, with
revenues near $5 billion, its operations in over 110 countries and
the ownership of the iconic Levi's trademark.


LIGHTSQUARED INC: Some Lenders Want Falcone to Step Aside
---------------------------------------------------------
Mike Spector and Greg Bensinger at Dow Jones' Daily Bankruptcy
Review report that some of LightSquared Inc.'s lenders want hedge-
fund manager Philip Falcone to step aside as the public face of
the wireless-communications firm as a condition for avoiding a
looming debt default this week, said people familiar with the
matter.

                     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.

Phillip Falcone's Harbinger Capital Partners owns roughly a 96%
equity stake in LightSquared.

LightSquared is facing an April 30 deadline to renegotiate the
terms of the loan in order to head off a potential default that
would spur a bankruptcy filing.

Reuters notes LightSquared's recently filed financial statements
indicate the balance sheet has about $282 million in cash and
short-term investments against $1.85 billion in liabilities.  The
financial statement lists about $453 million in debt payments due
by the end of 2012.

LightSquared has said there is "substantial doubt about our
ability to continue as a going concern."

                   Potential Bankruptcy Filing

In early April 2012, 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.


LODGENET INTERACTIVE: Incurs $2.1-Mil. Net Loss in First Quarter
----------------------------------------------------------------
LodgeNet Interactive Corporation reported a net loss of
$2.09 million on $94.69 million of total revenues for the three
months ended March 31, 2012, compared with a net loss of $908,000
on $107.73 million of total revenues for the same period a year
ago.

The Company's balance sheet at March 31, 2012, showed
$388.41 million in total assets, $442.16 million in total
liabilities and a $53.75 million total stockholders' deficiency.

"During the quarter, we made continued progress on our strategic
initiatives to diversify our revenues and expand our business
opportunities," said LodgeNet Chairman and CEO Scott C. Petersen.
"While these efforts are making positive contributions, overall
revenue decreased 12% as Hospitality revenue per room was down
1.5% across a room base that was 12% smaller than one year ago.
On a per-room basis, we did see continued double digit revenue
growth of 10.8% from our revenue diversification initiatives, but
Guest Entertainment revenue continued to be challenged and was off
11.3% in the quarter.  We have been and will continue to actively
evaluate all aspects of this business to bolster its performance,
including the implementation of new content formats, promotional
and marketing campaigns and other strategic initiatives.  On the
other hand, hotel adoption of Envision, our new cloud-connected
interactive television system, continues to accelerate.  This is
driving the conversion of our room base to our higher-revenue,
high-definition platform and is creating new subscription-based
revenues for our Company.  Our "four screen" services strategy
greatly expanded during the quarter with the successful launch of
the LodgeNet Mobile App in January.  With the growing portfolio of
apps and services, we are seeing increased usage by both hotel
guests and operators.  As we continue to expand our business
beyond its Guest Entertainment heritage, we are becoming essential
business partners with hoteliers and more relevant to the
travelers we serve."

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

                        http://is.gd/Nh9mEC

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LODGENET INTERACTIVE: Mast Capital Discloses 7.8% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mast Capital Management, LLC, and its
affiliates disclosed that, as of April 26, 2012, they beneficially
own 1,983,121 shares of common stock of LodgeNet Interactive
Corporation representing 7.8% of the shares outstanding.  Mast
Capital previously reported beneficial ownership of 2,425,915
common shares or a 9.6% equity stake as of Jan. 5, 2012.  A copy
of the amended filing is available for free at http://is.gd/tV1Y0D

                     About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.
The Company's balance sheet at Dec. 31, 2011, showed $408.67
million in total assets, $459.61 million in total liabilities and
a $50.94 million total stockholders' deficit.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LOUISVILLE ORCHESTRA: Musicians Reach New Deal With Management
--------------------------------------------------------------
Elizabeth Kramer at the Courier-Journal reports that leaders for
the Louisville Orchestra Musicians Association said the group had
ratified an agreement for a new contract with the orchestra
management -- potentially ending a months-long impasse.

The agreement calls for a one-year contract covering 57 musicians
for 30 weeks with a base salary level of $925 per week, including
medical and pension benefits.  It also calls for a binding
arbitration process involving a mutually agreed-upon orchestra
professional to work with both sides to establish a longer-term
contract, according to the report.

The report notes that, under the agreement, Kim Tichenor, a
violinist with the orchestra and the players' negotiating
committee chair, said the musicians would be giving up their
vacation and sick days for the year.  She estimated that adds up
to several thousand days total.

The report relates the orchestra management and its musicians had
been unable to agree to contract terms during several rounds of
negotiations since the musicians' last contract expired on May 31,
2012.

                    About Louisville Orchestra

Based in Louisville, Kentucky, Louisville Orchestra, Inc. filed
for Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Case No.
10-36321) on Dec. 3, 2010.  Judge David T. Stosberg presides over
the case.  Daniel T. Albers, Jr., Esq., Mark A. Robinson, Esq.,
and Robert Wagner, Esq., at Valenti Hanley & Robinson PLLC,
represent the Debtor.  In its schedules, Louisville Orchestra
disclosed it had $412,000 in assets and $1.4 million in
liabilities.

The Louisville Symphony Orchestra won confirmation of its Chapter
11 plan on Aug. 17, 2011.  The reorganization plan resulted from
negotiations with JPMorgan Chase Bank NA and Fifth Third Bank, the
two principal secured lenders.  The non-profit symphony was
founded in 1937 and filed for Chapter 11 relief last December in
its hometown.

In August, the Debtor announced the cancellation of concerts
scheduled for September and October 2011.  The symphony said that
the musicians' union threatened to fine members who worked so long
as there is no new contract.  The symphony said it was offering
musicians $925 a week plus benefits, the same as last season's
wages.


MAUI LAND: Six Directors Elected at Annual Meeting
--------------------------------------------------
Maui Land & Pineapple Company, Inc., held its 2012 annual meeting
of shareholders on April 23, 2012.  Proxies for the Annual Meeting
were solicited pursuant to Regulation 14A under the Securities
Exchange Act of 1934.  The number of shares of the Company's
common stock that were outstanding as of March 7, 2012, which was
the record date for the Annual Meeting, was approximately
18,801,754.

At the Annual Meeting, shareholders elected Stephen M. Case,
Warren H. Haruki, David A. Heenan, Kent T. Lucien, Duncan
MacNaughton, and Arthur C. Tokin to the Company's Board of
Directors.  The shareholders also ratified the appointment of
Deloitte & Touche LLP as the Company's independent registered
public accounting firm for fiscal year 2012.

                  About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

The Company's balance sheet at Dec. 31, 2011, showed
$64.07 million in total assets, $90.32 million in total
liabilities, and a $26.25 million stockholders' deficiency.

Following the financial results for the year ended Dec. 31, 2011,
the Company's independent auditors expressed substantial doubt
about the Company's ability to continue as a going concern.
Deloitte & Touche LLP, in Honolulu, Hawaii, noted that the
Company's recurring negative cash flows from operations and
deficiency in stockholders' equity raise substantial doubt
about the Company's ability to continue as a going concern.


MCCLATCHY CO: Incurs $2.1 Million Net Loss in First Quarter
-----------------------------------------------------------
The McClatchy Company reported a net loss of $2.08 million on
$288.30 million of revenue for the three months ended March 25,
2012, compared with a net loss of $1.96 million on $303.73 million
of revenue for the three months ended March 27, 2011.

Commenting on McClatchy's first quarter results, Gary Pruitt said,
"We were pleased to see the advertising revenue trend improving
throughout the quarter.  Advertising revenues were down 7.9% in
January, 6.8% in February and 5.6% in March.  For the full quarter
advertising revenues were down 6.8%.  Excluding one-time
advertising related to the 2011 Super Bowl included in our Fort
Worth newspaper's results, first quarter 2012 advertising revenues
were down an estimated 6.3%."

Pat Talamantes, McClatchy's CFO and in-coming president and CEO,
said, "We were pleased with the debt reduction progress
considering that we also made seasonally large bond interest
payments and used $40 million of cash to fund near-term required
pension contributions in the quarter.  We reduced debt by $35.5
million in the first quarter to $1.599 billion and finished the
quarter with a cash balance of $24.4 million.  Our nearest term
maturity in Nov. 2014 is only about $81 million - not an issue
given our free cash flow.  Our leverage ratio at the end of the
first quarter as defined in our credit agreement was 4.56 times
cash flow and our interest coverage was 2.26 times."

McClatchy announced that Gary Pruitt, chairman, president and
chief executive officer of McClatchy, will leave the company
May 16, 2012, to become president and chief executive officer of
The Associated Press.

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

                       http://is.gd/4jUW1s

                  About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company  (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local websites in each of its
markets which extend its audience reach.  The websites offer users
comprehensive news and information, advertising, e-commerce and
other services.  Together with its newspapers and direct marketing
products, these interactive operations make McClatchy the leading
local media company in each of its premium high growth markets.
McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at Dec. 25, 2011, showed $3.04 billion
in total assets, $2.86 billion in total liabilities and
$175.18 million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.


MECHEL OAO: Gets OK on Waivers and Amendments to Credit Facilities
------------------------------------------------------------------
Mechel OAO disclosed completion of talks with lenders resulting in
waivers and amendments to certain major credit facilities.

On March 29, 2012, Mechel entered talks with over 25 leading
international and Russian banks regarding some financial covenants
the company expected to breach due to uncertain market conditions
and a period of decline in market prices for its products.

These talks were successfully completed on April 26, 2012, as
lenders confirmed their agreement to waivers on a number of credit
facilities and including a significant structural change to
financial covenants.  These changes to the financial parameters
will increase the company's financial and operational flexibility,
even in the event that price volatility on key markets increases.

"Gaining approval from more than 25 leading international and
Russian banks within such a limited time frame is proof of their
trust in Mechel as a quality and reliable borrower as well as
their confidence in our company's strategic choices.  The new
levels of covenants will enable us to continue our operational and
investment activity regardless of volatility on the global
financial and commodity markets.  At the same time, one of our
main priorities is systematic deleveraging as a whole and
reduction of short-term debt in particular," Mechel OAO's Chief
Financial Officer Stanislav Ploschenko noted.

Mechel is one of the leading Russian companies.  Its business
includes four segments: mining, steel, ferroalloy and power.
Mechel unites producers of coal, iron ore concentrate, nickel,
ferrochrome, ferrosilicon, steel, rolled products, hardware, heat
and electric power. Mechel products are marketed domestically and
internationally.

                        About Mechel OAO

Mechel OAO is a Russia-based integrated mining and steel company.
The Company focuses on the production of mining products, such as
coal, iron ore, nickel, and steel products. Its operations are
divided into two segments: Mining and Steel. The Mining segment
focuses on the production and sales of coking coal concentrate,
iron ore concentrate and coke with assets in Russia and the
United States.  The Steel segment comprises production and sale
of semi-finished steel products, carbon and specialty long
products, stainless flat products, and value-added downstream
metal products, including hardware and stampings. The Company has
production facilities in 13 of Russia's regions, as well as the
United States, Kazakhstan, Romania, Lithuania and Bulgaria.
Additionally, Mechel OAO owns two trade ports and a railway
company. In 2011, the Company completed the acquisition of a 100%
stake in Rostvoskiy elektrometallurgicheskiy zavod (REMZ).


MOMENTIVE PERFORMANCE: Expects to Record $595-Mil. Sales in Q1
--------------------------------------------------------------
Momentive Performance Materials Inc. announced preliminary results
for the first quarter ended March 31, 2012.

Momentive Performance expects to record sales of approximately
$595 million, an operating loss of $(11) million to $(1) million
and Combined Adjusted EBITDA, excluding the impact of pro forma
cost savings from the shared services agreement, of $48 million to
$58 million in the first quarter of 2012.  The Company recorded
sales of $660 million, operating income of $73 million and
Combined Adjusted EBITDA, excluding the impact of pro forma cost
savings from the shared services agreement, of $120 million in the
first quarter of 2011. Combined Adjusted EBITDA is a non-GAAP
financial measure and is defined and reconciled to operating
income later in this release.

Momentive Performance Materials estimates that its total debt was
approximately $3.0 billion at March 31, 2012, versus $2.9 billion
at Dec. 31, 2011, and that it had approximately $120 million of
cash and cash equivalents at the end of the first quarter of 2012.
The Company also estimates that it had liquidity of approximately
$380 million as of March 31, 2012, which is comprised of cash plus
available borrowings under its revolving credit facility.
Momentive Performance Materials expects to be in compliance with
all of the terms of its outstanding indebtedness, including
financial covenants, at March 31, 2012.

"Our results continue to reflect challenging market conditions,
which negatively impacted our volume and product mix, as well as
lower demand in China and the Asia Pacific region," said Craig O.
Morrison, Chairman, President and CEO.  "Soft semiconductor demand
also continued to hamper our quartz results.  While the first
quarter of 2012 trailed the prior year period, we continued to see
sequential improvement in our average daily order rate for our
silicone products through March 2012 versus year-end 2011 levels."

"We continue to focus on actions designed to maximize cash flow
and benefit from strong liquidity and a long-dated capital
structure.  We were also pleased to successfully refinance
portions of our capital structure in the first quarter of 2012."

Momentive Performance Materials will issue a more detailed press
release regarding its first quarter 2012 results, and will file
its Form 10-Q for the period ended March 31, 2012, in early May,
with an accompanying investor conference call to follow shortly
thereafter.

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

                         http://is.gd/9VxNCy

                     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.


MOMENTIVE SPECIALTY: Expects to Report $1.2 Billion Sales in Q1
---------------------------------------------------------------
Momentive Specialty Chemicals Inc. announced preliminary results
for the first quarter ended March 31, 2012.

The Company expects to record sales of approximately $1.2 billion,
operating income of $41 million to $51 million and Segment EBITDA
of $145 million to $155 million in the first quarter of 2012.  The
Company recorded revenues of $1.3 billion, operating income of
$119 million and Segment EBITDA of $178 million in the first
quarter of 2011.  Segment EBITDA is a non-GAAP financial measure
and is defined and reconciled to operating income later in this
release.

Momentive Specialty Chemicals estimates that its total non-
affiliated debt was approximately $3.5 billion at March 31, 2012,
compared to $3.5 billion at Dec. 31, 2011.  In addition, the
Company had approximately $400 million of cash and cash
equivalents at the end of the first quarter of 2012.  Momentive
Specialty Chemicals also estimates that it had liquidity of
approximately $670 million as of March 31, 2012, which is
comprised of cash plus available borrowings under its credit
facilities.  The Company expects to be in compliance with all of
the terms of its outstanding indebtedness, including the financial
covenants, at the end of the first quarter of 2012.

"As anticipated, first quarter 2012 results reflected volatile
market conditions in certain end markets and the impact of
negative product mix due to lower volumes for some of our
specialty products compared to the prior year," said Craig O.
Morrison, Chairman, President and CEO.  "While we experienced
softer results in the first quarter of 2012 compared to the prior
year, we were pleased with our strong sequential quarterly
improvement in volumes and Segment EBITDA compared to the fourth
quarter of 2011.

"With strong liquidity and a disciplined approach to managing
market volatility, we believe we are well-positioned for the long-
term," Morrison said.  "We continue to focus on actions designed
to maximize cash flow and benefit from our long-dated capital
structure.  We were also pleased to successfully refinance
portions of our capital structure in the first quarter of 2012."

Momentive Specialty Chemicals will issue a more detailed press
release regarding its first quarter 2012 results, and will file
its Form 10-Q for the period ended March 31, 2012, in early May,
with an accompanying investor conference call to follow shortly
thereafter.

                     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.


MONEYGRAM INT'L: Reports $10.3-Mil. Net Income in First Quarter
---------------------------------------------------------------
MoneyGram International, Inc., reported net income of
$10.27 million on $318.09 million of total revenue for the three
months ended March 31, 2012, compared with net income of $14.04
million on $294.02 million of total revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2012, showed
$5.13 billion in total assets, $5.22 billion in total liabilities,
and a $92.48 million total stockholders' deficit.

"The year is off to a strong start.  We generated double-digit
growth in all major money transfer categories thanks to a steady
stream of new, high-quality agents, solid same-store sales
improvements and the continued expansion of our self-service
products.  We are particularly encouraged by the ongoing
improvement in our bill payment business," said Pamela H. Patsley,
chairman and chief executive officer.  "Our revenue growth and
disciplined expense management is yielding margin expansion, and
we continue to generate strong free cash flow.  We are focused on
value-creating initiatives and are excited about the prospects for
our future."

MoneyGram ended the quarter with assets in excess of payment
service obligations of $223.6 million, and outstanding debt
principal of $814.3 million.  Interest expense was $17.9 million
in the quarter, down $2.6 million sequentially as a result of
refinancing activities and continued delevering in 2011.  Book
income tax expense in the quarter was $7.8 million, with
approximately $0.1 million in cash tax expenses.  Free cash flow
for the quarter was $28.2 million driven by strong revenue growth
and lower interest expense.

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

                        http://is.gd/MgHJt7

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

MoneyGram reported net income of $59.40 million on $1.24 billion
of total revenue for the year ended Dec. 31, 2011, compared with
net income of $43.80 million on $1.16 billion of total revenue
during the prior year.

Moody's said in a summary credit opinion issued in March 2012 that
MoneyGram's B1 corporate family rating reflects the company's
strong market position in its core money transfer business and
Moody's view of the favorable long-term characteristics of the
worldwide money transfer industry. MoneyGram's money transfer
business has shown resiliency during economic cycles. Despite the
fallout and distractions caused by the portfolio investment losses
several years ago, the company has managed to produce consistent
cash flows and operating profitability.

                         *     *     *

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


MONTANA ELECTRIC: Yellowstone's Bid to Resume Lawsuit Set Aside
---------------------------------------------------------------
Richard Ecke at greatfallstribune.com reports Bankruptcy Judge
Ralph B. Kirscher on Tuesday took under advisement a request by
Yellowstone Valley Electric to resume its lawsuit against Southern
Montana Electric Generation & Transmission Cooperative, which was
halted by the bankruptcy filing.  The co-op argued that it should
be able to resume the trial in its quest to leave Southern Montana
for good.

The report relates Lee Freeman, the Chapter 11 Trustee, argued
against allowing Yellowstone Valley, which buys more than one-
third of Southern Montana's power, to pursue legal issues in state
court.  Mr. Freeman and his attorney, John Parks, Esq., have urged
co-op members to be patient while the trustee whips up a plan to
keep Southern Montana going for the long term.

Southern Montana has six members, including five rural electric
co-ops -- Yellowstone Valley, Tongue River, Beartooth, Fergus and
Mid-Yellowstone -- and the city of Great Falls' electric utility
arm, Electric City Power.  Half of Southern Montana's members
still want to leave the umbrella cooperative, even though an
independent trustee is now running it.

The report notes Great Falls City Commissioner Bob Jones said
Yellowstone Valley wanted out of Southern Montana first because it
opposed construction of a proposed coal-fired power plant.

The report also recounts the Beartooth co-op filed a motion
earlier this month to have its contract with Southern Montana
invalidated by Judge Kirscher, based, in part, on regulation of
some of its customers by the Wyoming Public Service Commission.
Great Falls wants out in part because the coal plant was never
built, Mr. Jones added.  Instead, Southern Montana built a natural
gas-powered plant east of the city.  The plant's first 40-megawatt
phase is completed, but the plant rarely runs amid a glut of power
in the Pacific Northwest.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

Also in December, Lee A. Freeman was appointed as Chapter 11
trustee.  Mr. Freeman retained Horowitz & Burnett, P.C., as his
counsel and Waller & Womack, P.C., as local counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee and he is represented by
Joseph V. Womack, Esq., at Waller & Womack, and John Cardinal
Parks, Esq., Bart B. Burnett, Esq., Robert M. Horowitz, Esq., and
Kevin S. Neiman, Esq., at Horowitz & Burnett, P.C.


MOOD MEDIA: Moody's Affirms 'B2' CFR; Outlook Positive
------------------------------------------------------
Moody's Investors Service changed Mood Media Corporation's ratings
outlook to positive from stable and also upgraded the company's
speculative grade liquidity rating to SGL-2 (good) from SGL-3
(adequate). At the same time, the company's B2 corporate family
and B3 probability of default ratings were affirmed, as was the
Ba3 rating assigned to Mood Media's senior secured credit facility
and the Caa1 rating assigned to the company's second lien credit
facility.

Mood Media recently acquired DMX Holdings, Inc. (DMX), a United
States-based provider of subscription services using primarily
music and audio (but with growing use of video, digital signage,
messaging, scent, and audio/visual systems) to assist with
defining a business or its customers' experience. These so-called
"multi-sensor branding services" are Mood Media's core activity.
Mood Media issued C$114.5 million in common equity to acquire
DMX's equity and retire its net debt (respectively, for US$53.8
million and US$30.8 million). With the issued equity purchasing
US$16.5 million of trailing EBITDA, the transaction provides
modest de-leveraging albeit at the cost of modest margin dilution.
The transaction also results in an estimated C$30 million in
excess proceeds augmenting cash, improves free cash flow and
expands financial covenant compliance cushions. These three
factors allowed Mood Media's SGL rating to be upgraded to SGL-2
from SGL-3.

The DMX transaction follows last year's US$345 million acquisition
(inclusive of net debt) of Muzak Holdings LLC (Muzak), another
United States-based provider of subscription --based "multi-
sensory branding services". The combination of the three companies
should allow for meaningful synergies, EBITDA growth and de-
leveraging. When combined with low capital intensity and resulting
strong free cash flow that can accelerate de-leveraging, together
with the above-noted improved liquidity, the outlook was revised
to positive from stable.

The following summarizes the rating actions and Mood Media's
ratings:

Issuer: Mood Media Corporation

Outlook: Changed to Positive from Stable

Corporate Family Rating: Unchanged at B2

Probability of Default Rating: Unchanged at B3

Speculative Grade Liquidity Rating: Changed to SGL-2 from SGL-3

Senior Secured Credit Facility: Unchanged at Ba3 with the LGD
Assessment revised to (LGD2, 16%) from (LGD2, 19%)

Second Lien Credit Facility: Unchanged at Caa1 with the LGD
assessment revised to (LGD4, 55%) from (LGD4, 64%)

Ratings Rationale

Mood Media's B2 CFR is influenced primarily by elevated leverage
and low coverage measures that result from the company's 2011
acquisition of Muzak. The measures are modestly improved with the
recent equity-funded acquisition of DMX. Along with execution
risks related to the business integrations, Mood Media's limited
operating history and entrepreneurial management team provide
uncertainty that leverage and coverage will improve over time.
There are also risks that new competitors or alternative delivery
mechanisms could disrupt Mood Media's plans to expand its music
and audio based branding services. The rating assessment draws
support from Mood Media's leading position as a branding services
company, its royalty-free music library, broad customer
diversification, low capital intensity and reasonable growth
prospects. The company's liquidity profile is also a positive
feature in the ratings assessment.

Rating Outlook

The potential for de-leveraging via both EBITDA growth and the
application of free cash flow towards debt reduction allow the
outlook to be positive.

What Could Change the Rating - Up

Should the business model stabilize and should free cash flow be
used to repay debt, positive outlook and ratings actions would be
considered if Moody's expected the Debt/EBITDA to be sustained
below 3.5x with FCF/Debt of no worse than 7.5%.

What Could Change the Rating - Down

Should the company encounter integration setbacks, should
liquidity deteriorate materially, or should a debt-financed
acquisition transpire, downwards rating pressure would result. As
well, were Debt/EBITDA to increase beyond 5.0x, adverse outlook
and ratings pressure would result.

Mood Media'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 Mood Media's core industry
and believes Mood Media'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.


MOUNTAIN PROPERTY: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mountain Property Development, Inc.
        201 Los Gatos-Saratoga Road, No. 142
        Los Gatos, CA 95030

Bankruptcy Case No.: 12-53090

Chapter 11 Petition Date: April 24, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

Debtor's Counsel: Terrell S. Root, Esq.
                  LAW OFFICES OF JAMES M. SULLIVAN
                  225 N. Santa Cruz Avenue
                  Los Gatos, CA 95030
                  Tel: (408) 395-3837
                  E-mail: tracy@jsullinc.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The petition was signed by Robert Comes, president.

Debtor's list of its four largest unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Gibraltar SSI, LLC                 Bank Loan           $11,600,000
250 Gibraltar Road
Horsham, PA 19044

Park Capital, LLC                  Bank Loan           $11,600,000
14425 Springer Avenue
Saratoga, CA 95070

Vectra Bank                        Bank Loan           $11,600,000
2000 S. Colorado Boulevard, #2-1200
Denver, CO 80222

California Bank & Trust            Bank Loan           $11,600,000
11622 El Camino Real, Suite 200
San Diego, CA 92130


MOUNTAIN PROVINCE: Shareholders OK Kennady Diamonds Spin-Out
------------------------------------------------------------
Mountain Province Diamonds Inc.'s shareholders have voted 99.5% in
favor of the proposed spin-out of Kennady Diamonds Inc. at a
special meeting of shareholders held on April 25, 2012.

The spin-out will be completed through a plan of arrangement and
remains subject to final court and regulatory approval.  An
application has been submitted to the TSX Venture Exchange for the
listing of the common shares of Kennady Diamonds under the trading
symbol KDI following the completion of the plan of arrangement.
Mountain Province anticipates receiving final court approval
during the first week of May, 2012.  Subject to final court and
regulatory approval, Mountain Province expects the shares of
Kennady Diamonds to commence trading prior to the end of May,
2012.

Under the plan of arrangement, 100% of the Company's Kennady North
Project will be transferred to Kennady Diamonds together with
working capital in the amount of C$3 million.  Mountain Province
intends distributing 100% of the shares of Kennady Diamonds to
Mountain Province shareholders on the basis of one Kennady
Diamonds share for every five shares of Mountain Province held by
shareholders as of the effective date, which will be set following
receipt of final court and regulatory approval.

Mountain Province will shortly provide further guidance on the
effective date of the plan of arrangement.

The Kennady North project comprises thirteen leases and claims
located to the west and north of the four leases controlled by the
Gahcho Kue Joint Venture between De Beers Canada Inc. (51%) and
Mountain Province (49%).

Exploration at Kennady North commenced in the late 1990's and
resulted in the discovery of the diamondiferous Kelvin, Faraday
and Hobbes kimberlites.  The number of diamonds recovered from
these kimberlites and the size-frequency distribution indicate
that they may be of comparable grade to the 5034 (1.77 carats per
tonne) and Hearne (2.10 carats per tonne) kimberlites at the
Gahcho Ku‚ JV.  Exploration samples from Kelvin and Faraday
returned a relatively large number of macro diamonds with the two
largest being a 0.4 carat diamond from Faraday and a 0.09 carat
diamond from Kelvin.

Exploration at Kennady North recommenced during 2011 with a 50-
meter line-spacing airborne gravity gradiometry (AGG) survey over
the entire 123.6 square kilometer project area.  The survey
identified 106 geophysical targets.  The Company has also
completed a 560-line-kilometre total magnetic field (MAG) ground
survey over the 106 geophysical targets identified by the AGG
survey.  The high priority targets identified through the AGG and
MAG surveys will be scheduled for drilling as soon as a land use
permit is obtained.

                      About Mountain Province

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

Mountain Province reported a net loss of C$11.53 million in 2011,
compared with a net loss of C$14.53 million in 2010.

The Company' balance sheet at Dec. 31, 2011, showed C$66.55
million in total assets, C$9.42 million in total liabilities and
C$57.13 million in total shareholders' equity.

For the year ended Dec. 31, 2011, KPMG LLP, in Toronto, Canada,
noted that the Company has incurred a net loss in 2011 and expects
to require additional capital resources to meet planned
expenditures in 2012 that raise substantial doubt about the
Company's ability to continue as a going concern.


MUSCLEPHARM CORP: Board OKs 100-Mil. Shares Repurchase Program
--------------------------------------------------------------
MusclePharm Corporation's board of directors has authorized a
stock repurchase program of up to 100 million shares of
MusclePharm common stock in open market transactions.  vFinance
Investments, Inc., a subsidiary of National Holdings Corporation,
has been appointed to purchase, on the company's behalf, shares of
MusclePharm common stock in compliance with the provisions of Rule
10b5-1 and 10b-18 under the Securities Exchange Act of 1934.

"The repurchase program reflects the board's optimism and
confidence in the future of our company and the belief that at
current prices MusclePharm shares represent an attractive long
term investment for the company and its shareholders," said John
H. Bluher, chief operating officer and executive vice president of
MusclePharm.

The repurchase program, approved by the Company's Board at a
April 18, 2012, Board of Directors meeting, expires at the earlier
of the close of trading on Dec. 31, 2012, the purchases reach 100
million shares or the company gives notice of termination to
vFinance Investments, Inc.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.04 million
in total assets, $18.01 million in total liabilities, and a
$12.97 million total stockholders' deficit.

For the year ended Dec. 31, 2011, Berman & Company, P.A., in Boca
Raton, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has a net loss of $23,280,950 and net cash
used in operations of $5,801,761 for the year ended Dec. 31, 2011;
and has a working capital deficit of $13,693,267, and a
stockholders' deficit of $12,971,212 at Dec. 31, 2011.


NASDAQ OMX: Moody's Issues Summary Credit Opinion
-------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
NASDAQ OMX Group, Inc.  The release includes certain regulatory
disclosures regarding its ratings.  It does not constitute any
change in Moody's ratings or rating rationale for NASDAQ OMX
Group, Inc. (The).

Moody's current ratings on NASDAQ OMX Group, Inc. (The) are:

Long Term Issuer (domestic currency) rating of Baa3

Senior Secured Bank Credit Facility (domestic currency) ratings of
Baa3

Senior Unsecured (domestic currency) ratings of Baa3

Senior Secured Shelf (domestic currency) ratings of (P)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

The NASDAQ OMX Group Inc. (NDAQ) operates several trading venues,
including The NASDAQ Stock Market and the OMX Nordic Exchange, and
also provides securities listing, trading, information products
and services, and technology support to other exchanges.

In May 2011, Moody's affirmed the Baa3 rating and maintained
Moody's negative outlook after NDAQ and the Intercontinental
Exchange (ICE) withdrew their joint proposal to acquire NYSE
Euronext (NYX). The NDAQ/ICE's decision to withdraw the proposal
followed the announcement by the U.S. Department of Justice that
it was prepared to file a lawsuit to block the transaction,
because of concerns that the combination of NASDAQ and NYX would
effectively create a monopoly within the U.S. listings and cash
trading businesses.

In September 2011, NDAQ executed an important refinancing. The
firm retired $335 million in convertible notes and repaid a $700
million credit facility which had helped finance previous
acquisitions (discussed below). These debt repayments came from
cash on hand as well as a new $1.2 billion senior unsecured
revolving credit facility which matures in 2016. Moody's viewed
the refinancing positively since it extends the term of NDAQ's
debt. At the same time the firm also established a $300 million
share repurchase program of which it executed approximately $100
million in 4Q11.

Management at the NDAQ has demonstrated an ability to steadily
reengineer and adapt its businesses. A cornerstone of that plan
was the 2005 acquisition of the INET trading platform, which
allowed NDAQ to reclaim some of the market share in trading of
NASDAQ-listed securities and allowed management to move all public
equity trading onto the speedy reliable INET platform.

The past several years have seen further transformation at NDAQ.
First, management consummated the $4.4B merger between NASDAQ and
OMX in February 2008, which included a $2.2B cash component. Later
in 2008, NDAQ acquired the Philadelphia and Boston Stock
Exchanges.

A further concern is the fierce competition NDAQ faces for cash
equities order flow from traditional exchange rivals, new trading
platforms, as well as from the major global investment banks. NDAQ
strategy has been to stay nimble, reduce costs and take a cautious
approach to capital expenditures. For example, NDAQ has chosen to
lease rather than build its data centers.

Importantly, U.S. regulators are initiating a wide-ranging review
of overall market structure to address the risks presented by the
growth of dark pools, increased internalization, new order types
and high-frequency trading. While the outcome of the review cannot
be predicted, it is possible that changes may occur that would
reduce advantages that accrue to smaller trading platforms without
market surveillance obligations.

Within the U.S., NDAQ's has seen its cash equity trading market
share decrease with matched market share on NYSE listed securities
falling to 16.4% at 4Q11 (down from 19.1% at 4Q09), and matched
market share on NASDAQ securities to 30.8% from 33.8%. However,
its derivative business has grown with a 27.2% market share at
4Q11, up from 22.4% in 4Q09.

Rating Outlook

The rating outlook is negative reflecting the possibility that
management may increase leverage in pursuit of strategic
consolidation opportunities. NDAQ historically had a strong track
record of successfully managing integration and achieving cost
saving synergies. Even though several large exchange mergers were
denied by regulators last year, Moody's thinks exchange managers
will continue to try and solve the regulatory riddle, leaving
bondholders exposed to event risk until the industry is more fully
consolidated. NDAQ's hostile offer for NYX in 2011 demonstrated
that management is willing to increase leverage in pursuit of
strategic opportunities.

What Could Change the Rating - Up

Upward rating pressure could develop if NDAQ continues its current
operating performance and demonstrates the capacity and discipline
to maintain a debt/EBITDA ratio of below 3x.

What Could Change the Rating - Down

Downward pressure could develop for the Baa3 rating if there was a
change in financial policy, such as an aggressively leveraged
acquisition or accelerated share repurchases that cause
deterioration in debt/EBITDA to greater than 3x.

The methodologies used in this rating were Global Securities
Industry Methodology published in December 2006, and Moody's
Guidelines for Rating Bank Hybrid Securities and Subordinated Debt
published in November 2009.


NEONODE INC: Common Stock to Trade on NASDAQ Starting May 1
-----------------------------------------------------------
Neonode, Inc.'s application to list the Company's common stock on
the NASDAQ Capital Market has been approved by The NASDAQ Stock
Market LLC.  Trading on NASDAQ is expected to commence at 9:30
a.m. ET on May 1, 2012 under the ticker symbol "NEON".

"We are delighted to achieve a NASDAQ listing for our common stock
and look forward to the increased visibility it will help bring to
our company," said Neonode CEO Thomas Eriksson.  "This news comes
at an exciting time for Neonode as our patented MultiSensing touch
technology continues to penetrate and broaden its presence in the
marketplace.  I believe the NASDAQ listing and our growth of
customers and design wins make the future look very exciting."

In connection with the approval, the Company filed with the SEC a
Form 8-A to register its common stock, par value $0.001 per share,
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

The Company reported a net loss of $17.14 million in 2011,
compared with a net loss of $31.62 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $16.62
million in total assets, $2.95 million in total liabilities and
$13.67 million in total stockholders' equity.


NET ELEMENT: Mike Zoi's Equity Stake Increased to 93.3%
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mike Zoi and his affiliates disclosed that,
as of April 20, 2012, they beneficially own 940,987,015 shares of
common stock of Net Element, Inc., representing 93.3% of the
shares outstanding.  Mr. Zoi previously disclosed beneficial
ownership of 902,417,232 common shares or a 90.7% equity stake as
of May 16, 2011.  A copy of the amended filing is available for
free at http://is.gd/hKNKvf

                         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.


NET ELEMENT: Rakishev Can No Longer Join Equity-Based Financing
---------------------------------------------------------------
Net Element, Inc., and Kenges Rakishev entered into a First
Amendment, effective as of April 19, 2012, to the Subscription
Agreement dated as of Feb. 23, 2012.

Under the Subscription Agreement, the Company granted Mr. Rakishev
the right to participate in any equity-based financing of the
Company so long as Mr. Rakishev and his affiliates beneficially
own greater than 5% of the Company's common stock, as determined
under Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.  Pursuant to
the Amendment, that right to participate in any equity-based
financing of the Company has been removed.

On April 23, 2012, Mr. Rakishev was appointed as a director of the
Company by the Company's Board of Directors to fill a vacancy on
the Board of Directors created by an increase in the number of
directors of the Company from 5 to 6 which was authorized by the
Board of Directors.  Mr. Rakishev was selected as a director upon
the request of Mark Global Corporation pursuant to Section 3.1(a)
of the Shareholder Rights Agreement, dated Feb. 24, 2012, among
Mark Global Corporation, Kenges Rakishev, Mike Zoi, TGR Capital,
LLC, MZ Capital LLC (Delaware), MZ Capital LLC (Florida),
Enerfund, LLC and the Company.  In accordance with Section 3.2 of
the Shareholder Rights Agreement, Mr. Rakishev is expected to be
named a member of any compensation committee, nominating committee
and audit committee that the Board of Directors may establish.
The Shareholder Rights Agreement became effective at 12:01 a.m.
(New York time) on April 23, 2012, which was the first business
day immediately following the date on which Mark Global
Corporation, together with its affiliates, acquired beneficial
ownership of greater than 10% of the Company's common stock as a
result of Mark Global Corporation's purchase on April 20, 2012, of
200,000,000 shares of common stock of the Company from one of the
Company's principal shareholders, TGR Capital, LLC, which is
indirectly owned and controlled by the Company's Chairman and
Chief Executive Officer, Mike Zoi.

Pursuant to the Subscription Agreement, Mr. Rakishev purchased
from the Company 13,333,334 newly issued shares of common stock of
the Company for an aggregate purchase price of $2,000,000.10, or
$0.15 per share.  There have been no other transactions and there
are no currently proposed transactions in which the Company was or
is to be a participant and in which Mr. Rakishev had or will have
a direct or indirect material interest that requires disclosure
pursuant to Item 404(a) of Regulation S-K.  Other than the
Shareholder Rights Agreement, there is no plan, contract or
arrangement to which Mr. Rakishev is a party or in which he
participates that was or will be entered into, or any amendment to
such a plan, contract or arrangement, in connection with Mr.
Rakishev?s appointment as a director of the Company and there was
and will be no grant or award to Mr. Rakishev, or modification
thereto, under any such plan, contract or arrangement in
connection with his appointment as a director of the Company.

On April 24, 2012, the Board of Directors of the Company approved
amendments to the Company's Bylaws, effective immediately, in
connection with the appointment of Kenges Rakishev as a director
of the Company.  The amendments provide that: (i) the Board of
Directors will consist of not less than one and not more than nine
members, the exact number thereof to be determined from time to
time by resolution of the Board of Directors; and (ii)
indemnification of directors and officers by the Company is
mandatory, rather than permissive.  The first amendment described
above was adopted to clarify that the exact number of directors
serving at any particular time is determined by resolution of the
Board of Directors.  With respect to the second amendment, the
Company's Bylaws previously provided that indemnification of
directors and officers was permissive, rather than mandatory.

                         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.


NEWPAGE CORP: Creditors Must Sue Lenders by May 4
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the unsecured creditors' committee for paper maker
NewPage Corp. persuaded the bankruptcy judge to extend the
deadline until May 4 for filing a lawsuit targeting secured
lenders for financing fraudulent transfers as part of a leveraged
buyout in 2007.  The committee wanted the judge to grant a 45-day
extension of the deadline until May 18.  Instead, the judge gave
the panel until May 4 to file suit.  NewPage and the secured
lenders opposed allowing more time to sue. They argued that
unsecured creditors are "out of the money" and not entitled to a
recovery in bankruptcy because the company isn't worth enough to
pay secured debt.

According to the report, NewPage reached agreement with the U.S.
Environmental Protection Agency to settle air pollution violations
at a plant in Escanaba, Michigan.  As part of the settlement, to
be considered for approval at a bankruptcy court hearing May 17,
the company will pay $205,000.  NewPage said fines could have
been as much as $10.8 million.

                        About NewPage Group

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., Dewey & LeBoeuf LLP, in New York, serve as counsel
in the Chapter 11 case.  Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-
counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NEWPAGE CORP: Economic Woes Halt Plans to Build Refinery
--------------------------------------------------------
The Associated Press reports that NewPage Corp. has halted plans
to build a refinery at its Wisconsin Rapids paper mill, saying
"economics did not justify" continuing the project.

The report relates the U.S. Department of Energy awarded NewPage
$30 million in 2008 to build a so-called biorefinery that would
have turned wood chips and mill residue into diesel fuel. Last
year the Energy Department gave the papermaker another $20 million
for the project.

AP, citing report from Wisconsin Rapids Daily Tribune, says
NewPage employs about 1,700 people at facilities in Wisconsin
Rapids, Biron and Stevens Point.

                        About NewPage Group

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., Dewey & LeBoeuf LLP, in New York, serve as counsel
in the Chapter 11 case.  Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-
counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NEXSTAR BROADCASTING: Moody's Affirms 'B3' CFR; Outlook Positive
----------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family and
probability of default ratings of Nexstar Broadcasting, Inc.
(Nexstar) as well as its SGL-2 Speculative Grade Liquidity and the
positive outlook.

Based on the current capital structure, Moody's believes EBITDA
growth from the existing operations would enable Nexstar to reduce
net leverage on a two year average basis to below 5 times debt-to-
EBITDA over the next 18 months, which would be consistent with a
higher corporate family rating. However, given the company's
process to explore strategic alternatives (announced July 2011)
and the December 2013 maturity of its revolver and the January
2014 maturity of the senior subordinated notes, Moody's expects a
capital structure change sometime within the next year.

The affirmation of the positive outlook reflects the potential for
the outcome of any transaction to result in a credit profile in
line with a B2 corporate family rating, including the ability to
achieve and sustain leverage below 6 times debt-to-EBITDA on a two
year average basis and to generate sustained positive free cash
flow-to-debt in the mid to high single digit percent range. A sale
to a private equity sponsor could increase leverage and negatively
impact the credit profile, but based on expectations for robust
political revenue in 2012, the company will likely continue to
build up financial flexibility to manage such a possibility. A
sale to a strategic operator or a merger, depending on the
financing, could enhance scale and improve the credit profile.

Moody's also moved the corporate family, probability of default,
and SGL ratings to Nexstar Broadcasting, Inc.. from Nexstar
Finance Holdings, Inc. due to repayment of the 11.375% Sr Discount
Notes due April 2013 in May 2011 (the only rated debt at the
Nexstar Finance Holdings, Inc. entity). Moody's also adjusted
instrument ratings as shown below. A summary of the rating actions
follows.

Nexstar Broadcasting, Inc.

    Corporate Family Rating, Assigned B3 (withdrew B3 CFR at
    Nexstar Finance Holdings, Inc.)

    Probability of Default Rating, Assigned B3 (withdrew B3 PDR
    at Nexstar Finance Holdings, Inc.)

    Speculative Grade Liquidity Rating, Assigned SGL-2 (withdrew
    SGL-2 at Nexstar Finance Holdings, Inc.)

    Senior Secured Bank Credit Facility, Affirmed Ba3, LGD
    adjusted to LGD2, 12% from LGD2, 10%

    7% Senior Subordinated Bonds, Affirmed Caa2, LGD adjusted to
    LGD6, 92% from LGD5, 88%

    8.875% Sr Sec 2nd Lien Notes due Apr 2017, Affirmed B3, LGD
    adjusted to LGD4, 58% from LGD4, 52%

Outlook, Positive

Mission Broadcasting, Inc.

    Senior Secured Bank Credit Facility, Affirmed Ba3, LGD
    adjusted to LGD2, 12% from LGD2, 10%

    Outlook, Positive

Nexstar Finance Holdings, Inc.

    Outlook, Withdrawn From Positive

    Probability of Default Rating, Withdrawn, previously rated B3

    Speculative Grade Liquidity Rating, Withdrawn, previously
    rated SGL-2

    Corporate Family Rating, Withdrawn, previously rated B3

    11.375% Sr Disc Notes due April 2013, Withdrawn, previously
    rated Caa2, LGD6, 95%

Ratings Rationale

Nexstar's B3 corporate family rating incorporates its high, albeit
improved, leverage (approximately 6 times on a two year average
basis for 2011), which poses challenge for managing a business
vulnerable to advertising spending cycles. Furthermore, the mature
broadcasting industry continues to face pressure from media
fragmentation, and higher network programming expenses will likely
constrain EBITDA margins and limit the cash flow gains from rising
retransmission revenue. Nevertheless, Nexstar's application of its
strong free cash flow to debt reduction and accretive acquisitions
positions it better to withstand volatility from both election and
economic cycles. Its diverse geographic footprint, continued local
market focus, and leading audience share in many markets creates
good margins and the capacity to generate significant unlevered
cash flow, which supports the rating. Also, Nexstar benefits from
its diverse network affiliations and local marketing agreement
(LMA) with Mission Broadcasting, which expands programming
coverage and cost efficiencies.

The positive outlook reflects the potential for an upgrade to B2
based on continued improvement in the credit profile from the
combination of ongoing core EBITDA growth, debt reduction and
accretive acquisitions.

Moody's would consider an upgrade based on expectations for
sustained leverage below 6 times debt-to-EBITDA on a two year
average basis, sustained positive free cash flow-to-debt in the
mid to high single digit percent range, and continued modest
growth in core advertising revenue. An upgrade would also require
Nexstar to address the December 2013 maturity of its revolver and
the January 2014 maturity of its senior subordinated notes on a
timely basis.

The outlook could revert to stable based on expectations for
sustained leverage above 6 times debt-to-EBITDA on a two year
average basis, whether due to operational weakness or a capital
structure change related to the strategic alternatives process.
Expectations for negative free cash flow, sustained leverage above
8 times debt-to-EBITDA on a two year average basis, or
deterioration of the liquidity profile, including lack of progress
on refinancing near term maturities, would likely have negative
ratings implications.

The principal methodology used in rating Nexstar Broadcasting was
the Global Broadcast Industry Methodology published in June 2008.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Based in Irving, Texas, Nexstar owns, operates, programs or
provides sales and other services to 55 television stations and 11
digital multi-cast channels in 32 markets and reaches
approximately 10.6 million viewers. Its annual revenue in 2011 was
approximately $306 million.


PACIFIC MONARCH: Approved Sale Still Not Completed
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pacific Monarch Resorts Inc. is asking for an
extension of the exclusive right to propose a Chapter 11 plan
until June 15.  The Debtor was authorized to sell its business in
mid-January for $49.3 million to Diamond Resorts Corp but the sale
hasn't been completed.  The company said it expects the sale to be
completed around April 30.  The hearing for approval of an
expansion of exclusive plan-filing rights is set for May 17.

                   About Pacific Monarch Resorts

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PALM DESERT NB: Closed; Pacific Premier Bank Assumes All Deposits
-----------------------------------------------------------------
Palm Desert National Bank of Palm Desert, Calif., was closed on
Friday, April 27, 2012, by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Pacific
Premier Bank of Costa Mesa, Calif., to assume all of the deposits
of Palm Desert National Bank.

The sole branch of Palm Desert National Bank will reopen during
normal banking hours as a branch of Pacific Premier Bank.
Depositors of Palm Desert National Bank will automatically become
depositors of Pacific Premier Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of Palm
Desert National Bank should continue to use their existing branch
until they receive notice from Pacific Premier Bank that it has
completed systems changes to allow other Pacific Premier Bank
branches to process their accounts as well.

As of Dec. 31, 2011, Palm Desert National Bank had around
$125.8 million in total assets and $122.8 million in total
deposits.  In addition to assuming all of the deposits of the
failed bank, Pacific Premier Bank agreed to purchase essentially
all of the assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-591-2820.  Interested parties also can
visit the FDIC's Web site at

  http://www.fdic.gov/bank/individual/failed/palmdesert.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $20.1 million.  Compared to other alternatives, Pacific
Premier Bank's acquisition was the least costly resolution for the
FDIC's DIF.  Palm Desert National Bank is the 22nd FDIC-insured
institution to fail in the nation this year, and the first in
California.  The last FDIC-insured institution closed in the state
was Citizens Bank of Northern California, Nevada City, on
Sept. 23, 2011.


PISTOL PETE'S: To Auction Off Restaurant at Bankruptcy
------------------------------------------------------
Brian Ianieri at pressofatlanticcity reports that Pistol Pete's
Steakhouse and Saloon is closed and will be auctioned at
bankruptcy.

According to the report, the establishment has been abandoned.
"The business is closed until they bring new buyers in," the
report quotes Thomas Subranni, an Atlantic City-based attorney who
is a court-appointed trustee in the case, as saying.  "We hope to
have the auction as soon as possible."  The establishment's liquor
license -- valued in different court documents at $125,000 and
$200,000 -- will be coordinated as part of the sale of the
business.

The report notes Peter Quarelli, the owner of Pistol Pete's and
principal of Salvi and Peter Land LLC, filed for Chapter 11
bankruptcy protection on Feb. 9.  The filing was later changed to
a Chapter 7 liquidation.

The report adds the largest secured creditor is Cape Savings Bank,
which granted a 25-year, $550,000 loan in 2007.  In bankruptcy
documents, Mr. Quarelli listed debts to the bank at $725,000.
There were 16 unsecured creditors listed, including $1,500 to
Valenti's Atlantic City Bread in Pleasantville; $1,750 to
Westfield Distributors in Rio Grande, Cape May County; and
$1,275 to Harrison Beverage in Egg Harbor Township.

The report, citing court documents, says Cape Savings Bank said
the business had failed to make payments on its loan, and in March
2011, the bank declared the loan in default and filed a
foreclosure complaint in Atlantic County.

The report adds the court in July appointed Wildwood attorney Alan
Gould to help find a buyer.  Mr. Gould said Barnabas Enterprises
offered $530,000 for the business and the liquor license.

In bankruptcy filings, an attorney representing Cape Savings Bank
said the bar's potential liability from a motorcycle accident
involving a patron of Pistol Pete's may have played a factor in
the business's filing for bankruptcy protection in February.

Pistol Pete's Steakhouse & Saloon filed on Feb. 9, 2012, for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of New Jersey and for a while remained open under
supervision of a bank manager.  The Company estimated debts
between $500,000 and $1 million, and assets between $100,000 and
$500,000.


PITTSBURGH CORNING: Corning Inc. Has $462MM Net Income in Q1
------------------------------------------------------------
Corning Incorporated reported net income attributable to the
Company of $462 million on $1.92 billion of net sales for the
three months ended March 31, 2012, compared with net income
attributable to the Company of $748 million on $1.92 billion of
net sales for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed
$28.48 billion in total assets, $7.12 billion in total liabilities
and $21.36 billion in total equity.

"We are pleased with the progress we made in the first quarter,"
Wendell P. Weeks, chairman, chief executive officer, and
president, said.  "Our overall business performance is on track
with our expectations.  First-quarter sales in our
Telecommunications, Environmental Technologies, Life Sciences, and
Specialty Materials business segments grew, and we continued
making strategic investments to create new revenue streams for the
company.  In the Display Technologies segment, LCD glass volume
was slightly better than our forecast.  And, we were especially
delighted with the strength of Corning Gorilla Glass sales in the
quarter."

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

                       http://is.gd/2z1mpp

                    About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte & Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning
Corp., a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.  According to the
report, a hearing to consider the new plan is scheduled for
June 21.


PLANTATION FB: Closed; First Federal Bank Assumes All Deposits
--------------------------------------------------------------
Plantation Federal Bank of Pawleys Island, S.C., was closed on
Friday, April 27, 2012, by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with First
Federal Bank (formerly known as First Federal Savings and Loan
Association of Charleston) of Charleston, S.C., to assume all of
the deposits of Plantation Federal Bank.

The six branches of Plantation Federal Bank will reopen during
normal banking hours as branches of First Federal Bank, including
the three branches operating under the name of First Savers Bank.
Depositors of Plantation Federal Bank will automatically become
depositors of First Federal Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of
Plantation Federal Bank should continue to use their existing
branch until they receive notice from First Federal Bank that it
has completed systems changes to allow other First Federal Bank
branches to process their accounts as well.

As of Dec. 31, 2011, Plantation Federal Bank had around
$486.4 million in total assets and $440.5 million in total
deposits.  In addition to assuming all of the deposits of the
failed bank, First Federal Bank agreed to purchase essentially all
of the assets.

The FDIC and First Federal Bank entered into a loss-share
transaction on $221.7 million of Plantation Federal Bank's assets.
First Federal Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-640-2538.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/plantation.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $76.0 million.  Compared to other alternatives, First
Federal Bank's acquisition was the least costly resolution for the
FDIC's DIF.  Plantation Federal Bank is the 21st FDIC-insured
institution to fail in the nation this year, and the first in
South Carolina.  The last FDIC-insured institution closed in the
state was BankMeridian, N.A., Columbia, on July 29, 2011.


POST PROPERTIES: S&P Affirms 'BB' Rating on Preferred Stock
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Post
Properties Inc. to positive from stable and affirmed its 'BBB-'
corporate credit rating on the company. "At the same time, we
affirmed our 'BBB-' rating on the company's unsecured debt
and 'BB' rating on the company's preferred stock. 's actions
affect roughly $376 million of senior unsecured notes and $43
million of preferred stock," S&P said.

"Our revised outlook on Post reflects improved fixed-charge
coverage (FCC) and our expectation that organic growth, the lease-
up of development properties, lower leverage, and favorable debt
cost will further strengthen the company's coverage measures over
the next one to two years," said credit analyst Eugene Nusinzon.

                             Outlook

"The positive outlook reflects improved FCC and our expectation
that organic growth, the lease-up of development properties, lower
leverage, and favorable debt cost will further strengthen the
company's coverage measures over the next one to two years. We
also expect Post to maintain modest leverage and predominantly
fund growth with proceeds from condominium sales and equity over
the next few years. We would raise our ratings one notch if the
company achieves, underwritten returns on new development, funds
growth in a prudent manner, and sustains an improved FCC in the
2.7x-3.0x range, while maintaining adequate liquidity with modest
reliance on the revolver. Conversely, we would revise our outlook
back to stable if FFO declines precipitously (perhaps because of a
sizable debt-financed growth) such that FCC drops below 2.0x,
draw on the revolver is greater than 50% for a sustained period of
time, or coverage of the common dividend dips below 1.0x," S&P
said.


QUANTUM FUEL: Unit Buys New Wind Farm in Ontario
------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., announced that
its wholly-owned subsidiary, Schneider Power Inc. has acquired a
newly constructed 10 megawatt utility-scale wind farm in Ontario,
Canada.

The Zephyr wind farm generation facility will supply electricity
to the Ontario Power Authority under a 20-year renewable energy
purchase contract, generating in excess of $3 million in estimated
annual revenues.  The project commenced power generation testing
at 25% capacity on April 20th 2012, and is projected to go into
full production on or about May 5th, producing more than 26.7 Giga
watt-hours of clean electricity per year, enough to meet the needs
of 3,000 Canadian households.  The project is financed by Samsung
Heavy Industries of Korea.

"This acquisition is part of our long-term strategy to evolve into
a leading independent power producer in North America," said Alan
P. Niedzwiecki, the President and CEO of Quantum.  "We seek to
increase our revenues and nameplate capacity under 100% ownership,
leveraging our experience in the fast-track development of
profitable renewable energy projects."

"We are pleased and honored to be working with Samsung for
financing this project," said Thomas Schneider, the President of
Schneider Power.  "Quantum and Schneider Power are active in
several renewable energy projects in various stages of
development, and we are actively pursuing additional opportunities
in Ontario with its attractive feed in tariff programs."

The Zephyr wind farm, located in the Brooke-Alvinston Township in
the Canadian province of Ontario, will be operated by Zephyr Farms
Limited, a wholly-owned subsidiary of Schneider Power.  The
project utilizes high efficiency, 2.5 megawatt capacity Samsung
wind turbines.

The Company disclosed that on Aug. 24, 2011, SPI entered into a
Purchase and Sale Agreement with Green Breeze Energy Inc. for the
purchase and sale of all of the issued and outstanding shares of
Zephyr Farms for a purchase price of C$2.5 million, subject to
post-closing adjustment.  The Purchase and Sale Agreement required
that the transaction be completed by Sept. 30, 2011, which the
parties later changed to Dec. 16, 2011.  The parties were unable
to satisfy certain of the closing conditions by Dec. 16, 2011, and
the Purchase and Sale Agreement terminated by its own terms.

On April 19, 2012, SPI and Green Breeze executed a Second Amending
Agreement pursuant to which the Purchase and Sale Agreement was
reinstated with certain amendments; in particular, the purchase
price was reduced to approximately C$1.97 million and paid in cash
at closing.

                        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 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 reported a
net loss of $11.03 million for the year ended April 30, 2011,
following a net loss of $46.29 million during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $46.43
million in total assets, $20.86 million in total liabilities and
$25.57 million in total equity.

Haskell & White LLP, in Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that Company incurred significant
operating losses and used a significant amount of cash in
operations during the eight months ended Dec. 31, 2011.




REDDY ICE: Kessler Says $1MM Class Settlement in Bankr. Court
-------------------------------------------------------------
Kessler Topaz Meltzer & Check, LLP, in a release, informed persons
and entities who purchased or otherwise acquired the publicly-
traded securities of Reddy Ice holdings, inc. between Aug. 10,
2005 and Sept. 15, 2008, inclusive, and were damaged thereby (the
"class"), that pursuant to Rules 7023 and 9019 of the Federal
Rules of Bankruptcy Procedure, that a settlement of the action
captioned John Chamberlain, individually and on behalf of all
others similarly situated, v. Reddy Ice Holdings, Inc., et al.,
Civil Action No. 2:08-cv-13451 (E.D. Mich.) (the "Securities
Action") for $1,000,000 (the "Settlement Amount") has been
proposed in connection with Reddy Ice's bankruptcy filing (the
"Settlement"), and in the interests of justice and for the
convenience of all parties, the Securities Action has been
transferred to the Bankruptcy Court for purposes of approving and
administrating the Settlement in conjunction with other matters
affecting the Reddy Ice bankruptcy estate.

A hearing will be held before the Honorable Stacey G. C. Jernigan
in the Bankruptcy Court, Earle Cabell Building, U.S. Courthouse,
1100 Commerce Street, Dallas, Texas 75242-1496 at 9:30 a.m.
(prevailing Central Time) on May 18, 2012 to determine, among
other items related to Reddy's Ice's bankruptcy proceeding: (1)
whether the proposed Settlement, as set forth in the Stipulation
and Agreement of Settlement, is fair and reasonable and should be
approved pursuant to Bankruptcy Rule 9019; (2) whether the Class
described above should be certified for purposes of settlement
pursuant to Bankruptcy Rule 7023; (3) whether the proposed plan
for allocating the settlement proceeds, as set forth on the
website, http://classaction.kccllc.net/ReddyIceshould be
approved; and (4) whether Lead Counsel's application for an award
of attorneys' fees not to exceed 15% of the Settlement Amount and
reimbursement of expenses not to exceed $300,000 should be
approved.

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS WILL
BE AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT
AMOUNT.  If you are a member of the Class, in order to be eligible
to receive a payment from the proposed Settlement, you must submit
a Proof of Claim form, along with the supporting documentation
requested in the Proof of Claim form, postmarked no later than
July 18, 2012 to Reddy Ice Holdings Class Action, c/o Kurtzman
Carson Consultants LLC, P.O. Box 6177, Novato, CA 94948-6177. You
can obtain a copy of the Proof of Claim form by visiting the
website http://classaction.kccllc.net/ReddyIce, or you can call
(866) 731-4775 and request that a Proof of Claim form be mailed to
you. If you are a member of the Class and do not submit a proper
Proof of Claim form, you will not share in the distribution of the
net proceeds of the Settlement, but you will nevertheless be bound
by any order pertaining to the Settlement that is entered by the
Bankruptcy Court.  Depending on the number of claims filed and
when Class Members purchased, acquired and sold their Reddy Ice
securities, the estimated average recovery per damaged share of
Reddy Ice common stock will be approximately $.032 (before the
deduction of attorneys' fees and expenses set forth above and
before payments that would be made to those with transactions in
options).[2] Additionally, if the amount of attorneys' fees and
expenses set forth above are requested and approved by the Court,
the average cost per damaged share of Reddy Ice common stock will
be approximately $.014. Please note that these amounts are only
estimates.

If you are a member of the Class, you also have the right to
exclude yourself from the Class or to submit an objection to the
proposed Settlement, Plan of Allocation and/or application for
attorneys' fees and reimbursement of expenses. To exclude yourself
from the Class, you must submit a letter stating that you "request
exclusion from the Class in the In re Reddy Ice Holdings, Inc.
Bankruptcy Case, Case Nos. 12-32349 and 12-32350" and your request
must be received by Lead Counsel (at the address set forth below)
on or before May 11, 2012. In light of Reddy Ice's bankruptcy, if
you choose to exclude yourself from the Class, you will have
limited rights, if any, to proceed against the Defendants for the
claims asserted in the Securities Action. If you are a member of
the Class and do not exclude yourself from the Class, you will be
bound by any order pertaining to the Settlement that is entered by
the Bankruptcy Court. Any objections to the proposed Settlement,
Plan of Allocation, and/or application for attorneys' fees and
reimbursement of expenses must be filed with the Clerk of the
Bankruptcy Court, at Earle Cabell Building, U.S. Courthouse, 1100
Commerce Street, Room 1254, Dallas, Texas 75242-1496, and
submitted to Lead Counsel (at the address set forth below) on or
before May 11, 2012.

Please Note: More information regarding the Settlement and Reddy
Ice's bankruptcy proceeding can be obtained by visiting the
website http://classaction.kccllc.net/ReddyIce. The procedural
history of the Securities Action and the terms of the Settlement
are contained in the Settlement Agreement which is posted on the
website. Also posted on the website is the plan for allocating the
settlement proceeds among those members of the Class who submit
proper Proofs of Claim.

Inquiries, other than requests for copies of the Proof of Claim
form, may be made to Lead Counsel: Michael K. Yarnoff, Esq, and
Kimberly A. Justice, Esq., Kessler Topaz Meltzer & Check, LLP, 280
King of Prussia Road, Radnor, PA 19087, (610) 667-7706

[1] Excluded from the Class are the Defendants (i.e., Reddy Ice,
William P. Brick, Steven J. Janusek and Jimmy C. Weaver), current
and former officers and directors of Reddy Ice, members of the
immediate family of each of the individual defendants and their
legal representatives, heirs, successors, or assigns and any
entity in which Defendants have or had a controlling interest.
Also excluded from the Class are any person or entity who excludes
themselves by requesting exclusion from the Class in accordance
with the requirements set forth herein.

[2] The combined recovery for the Put/Call Options shall not
exceed 3% of the Net Settlement Fund. See the Plan of Allocation
available for review at http://classaction.kccllc.net/ReddyIce.

                          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.


RENEGADE HOLDINGS: Auction of Chinqua Penn Assets Nets $2MM+
------------------------------------------------------------
Richard Craver at Winston-Salem Journal reports that the
bankruptcy estate for three Mocksville tobacco manufacturers is
likely to receive net proceeds exceeding the $2 million projection
as a result of the auction of the assets of Chinqua Penn
Plantation.

According to the report, the auction at the Greensboro Coliseum
offered collectors, investors and the curious access for the first
time in decades to what plantation officials touted as "the
state's premier collection of eclectic decorative arts," featuring
items dating to the 16th century.

The report notes the auction resumed on April 25.

The report notes the auctioneers are Leland Little Auction &
Estate Sales Ltd. and Iron Horse Auction Co.  The highest bid in
the morning session was $77,500 for a Pallazo Carrara marble urn
and pedestal.  In the afternoon, a pair of Chinese Quialong bronze
panther sculptures went for $120,000.

According to the report, likely the most aggressive in-person
bidder was Del Ray Simmons, who came upon the auction by what his
business associate Brian Thigpen called a "happy circumstance."
Mr. Simmons successfully bid on at least 15 pieces just during the
first round of 114 lots, ranging in price from $800 to $34,000.
His main rival for many pieces was an Internet bidder who gained
at least 12 pieces in the morning session.

The report says the lots are available for auction because of
a Chapter 11 bankruptcy case involving Calvin Phelps, the
plantation's owner, and his three Mocksville tobacco companies --
Renegade Holdings Inc., Alternative Brands Inc. and Renegade
Tobacco Co.

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.


REPUBLIC MORTGAGE: Under Supervision From NC Dept. of Insurance
---------------------------------------------------------------
Old Republic International, in its latest financial results, said
that its flagship mortgage guaranty insurance carrier, Republic
Mortgage Insurance Company, had been operating pursuant to a
waiver of minimum state regulatory capital requirements since late
2009.  This waiver expired on Aug. 31, 2011.  As a consequence,
underwriting of new policies ceased and the existing book of
business was placed in run-off operating mode.  Afterwards, on
Jan. 19, 2012, RMIC received a Summary Order from the North
Carolina Department of Insurance placing the Company under
supervision.  Among other considerations, the Order instructed
RMIC to reduce the cash payment on all claims by 50 percent during
an initial period not to exceed one year.  The remaining 50
percent deferred payment obligation is to be included in RMIC's
statutory capital and will be paid at a future date if and when
necessary funds are available.

Old Republic said consolidated first quarter operating results
were at near break-even compared with last year's loss-burdened
first and fourth quarters.  2012's first quarter reflected greater
earnings contributions by Old Republic's general and title
insurance groups, and lower operating losses from the mortgage
guaranty line. Consolidated net investment income was down as
market yields on investment and re-investment of funds remained at
very low levels.

Old Republic reported net income of $400,000 on $1.15 billion of
revenue for the quarter ended March 31, 2012, compared with a net
loss of $12.9 million on $1.12 billion in revenue in the same
period in 2011.

Old Republic had total assets of $16.15 billion, total liabilities
of $12.38 billion, and shareholders' equity of $3.77 billion as of
March 31, 2012.

A full text copy of the Company's financial results is available
free at http://is.gd/Jwl1Wr

Old Republic International Corporation is engaged in the single
business of insurance underwriting.  It conducts its operations
through a number of regulated insurance company subsidiaries
organized into three major segments, namely its General Insurance
(property and liability insurance), Mortgage Guaranty and Title
Insurance Groups.  The Company is headquartered in Chicago,
Illinois.


REVLON CONSUMER: Reports $10 Million Net Income in First Quarter
----------------------------------------------------------------
Revlon Consumer Products Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $10 million on $330.70 million of
net sales for the three months ended March 31, 2012, compared with
net income of $12 million on $333.20 million of net sales for the
same period a year ago.

The Company's balance sheet at March 31, 2012, showed $1.20
billion in total assets, $1.83 billion in total liabilities, and a
$625.70 million total stockholders' deficiency.

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

                        http://is.gd/r1X6uE

                       About Revlon Consumer

Headquartered in New York, Revlon Consumer Products Corporation is
a worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company is a wholly-owned subsidiary of
Revlon, Inc., which is majority-owned by MacAndrews & Forbes,
which is in turn wholly-owned by Ronald O.  Perelman.  Revlon's
net sales for the twelve-month period ended December 2009 were
approximately $1.3 billion.  M&F beneficially owns approximately
77.4% of Revlon's outstanding Class A common stock, 100% of
Revlon's Class B common stock and 78.8% of Revlon's combined
outstanding shares of Class A and Class B common stock, which
together represent approximately 77.2% of the combined voting
power of such shares.

In April 2011, Moody's Investors Service upgraded Revlon Consumer
Products Corporation's Corporate Family and Probability of Default
ratings to B1 from B2.  The upgrade of Revlon's Corporate Family
rating to B1 reflects the company's ability to sustain operating
and financial momentum despite the ongoing challenges of the
macroeconomic environment and intensified competitive environment.
Revlon's credit metrics continue to improve modestly driven by
strong profitability and cash flow generation with further gains
expected in fiscal 2011.  Moody's affirmed the ratings in May
2011.

                         *     *     *

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


REVLON INC: Reports $8.5 Million Net Income in First Quarter
------------------------------------------------------------
Revlon, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $8.5 million on $330.70 million of net sales for the three
months ended March 31, 2012, compared with net income of $10.40
million on $333.20 million of net sales for the same period a year
ago.

The Company reported net income of $53.40 million on $1.38 billion
of net sales in 2011, compared with net income of $327.30 million
on $1.32 billion of net sales in 2010.

The Company's balance sheet at March 31, 2012, showed $1.15
billion in total assets, $1.83 billion in total liabilities and a
$679.60 million total stockholders' deficiency.

Commenting on the announcement, Revlon President and Chief
Executive Officer, Alan T. Ennis, said, "We continue to focus on
driving top-line profitable growth and, in the first quarter of
2012, we grew net sales and delivered competitive margins.  We
remain focused on building our strong brands by launching and
appropriately supporting innovative new products and we are
pleased with our new product launches so far this year."

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

                        http://is.gd/cNagAT

                         About Revlon Inc.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

                          *     *     *

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


RIVER ROAD: High Court Focuses on "Indubitable Equivalence"
-----------------------------------------------------------
In an article posted at Lexology.com, Ben Feder at Kelley Drye &
Warren LLP said the U.S. Supreme Court heard arguments on April 23
in RadLAX Gateway Hotel over whether the Bankruptcy Code permits a
debtor in a chapter 11 case to sell encumbered assets without
providing its secured lenders an opportunity to credit bid their
debt.

According to the article, lawyers at the oral argument faced a
"hot bench", as the Supreme Court justices sought to understand
the particulars of the process of selling assets in chapter 11
cases, and the distinction between selling assets pursuant to a
plan and asset sales outside of a plan.  Somewhat surprisingly,
the article says, the justices focused very little on whether the
"plain meaning" of the disjunctive "or" in the statute mandated
the result sought by the debtor in River Road/RadLAX, and grappled
instead with the concept of "indubitable equivalence", and whether
it could be ever be realized through a sale process that did not
permit the secured lender to credit bid.

The credit bidding case in the Supreme Court is RadLax Gateway
Hotel LLC v. Amalgamated Bank, 11-166, U.S. Supreme Court
(Washington).  The opinion by the Court of Appeals is River
Road Hotel Partners LLC v. Amalgamated Bank (In re River Road
Hotel Partners), 10-3597, 7th U.S. Circuit Court of Appeals
(Chicago).

           About River Road Hotel & RadLAX Gateway Hotel

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both were controlled
owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047) also on the same date,
estimating assets at $50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represented Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represented U.S. Bank.

The bankruptcy judge in Chicago on July 7, 2011, signed a
confirmation order for the Chapter 11 plan for River Road.  The
plan, which was proposed by River Road's lender, Amalgamated Bank,
will give ownership in exchange for $162 million in debt.  The
lender waived its deficiency claim on taking title through the
plan.  The plan was declared effective Nov. 23, 2011.

RadLAX's case remains pending.


RYLAND GROUP: Incurs $5.1 Million Net Loss in First Quarter
-----------------------------------------------------------
The Ryland Group, Inc., reported a net loss of $5.11 million on
$215.86 million of total revenues for the three months ended
March 31, 2012, compared with a net loss of $19.53 million on
$167.67 million of total revenues for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed
$1.54 billion in total assets, $1.06 billion in total liabilities,
and $479.91 million in total equity.

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

                         http://is.gd/xDv5tr

                         About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $50.75 million in 2011, a net
loss of $85.14 million in 2010, and a net loss of $162.47 million
in 2009.

                           *     *     *

Ryland Group carries 'B1' corporate family and probability of
default ratings, with stable outlook, from Moody's.  It has 'BB-'
issuer credit ratings, with stable outlook, from Standard &
Poor's.


RYLAND GROUP: Seven Directors Elected at Annual Meeting
-------------------------------------------------------
The Ryland Group, Inc., held its 2012 annual meeting of
stockholders on April 25, 2012.  Proxies representing 41,268,619
shares of common stock eligible to vote at the meeting, or 92.9%
of the 44,434,020 outstanding shares, were voted.  Seven persons
were elected to the Board of Directors, namely:

   (1) William L. Jews;
   (2) Ned Mansour;
   (3) Robert E. Mellor;
   (4) Norman J. Metcalfe;
   (5) Larry T. Nicholson;
   (6) Charlotte St. Martin; and
   (7) Robert G. van Schoonenberg.

The stockholders voted against an advisory vote on the
compensation program for the Company's named executive officers.
The stockholders ratified the appointment of Ernst & Young LLP as
the Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2012.

                         About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $50.75 million in 2011, a net
loss of $85.14 million in 2010, and a net loss of $162.47 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $1.57 billion
in total assets, $1.09 billion in total liabilities and
$483.91 million in total equity.

                           *     *     *

Ryland Group carries 'B1' corporate family and probability of
default ratings, with stable outlook, from Moody's.  It has 'BB-'
issuer credit ratings, with stable outlook, from Standard &
Poor's.


SABRE HOLDINGS: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Southlake, Texas-based Sabre Holdings Corp. to positive from
stable. The corporate credit rating was affirmed at 'B'.

"At the same time, we are assigning the company's proposed
extending term loan due Dec. 29, 2017 and the $400 million secured
notes due 2019 an issue-level rating of 'B' (at the same levels as
our 'B' corporate credit rating on the company) and a recovery
rating of '3'. The '3' recovery rating indicates our expectation
of meaningful (50%-70%) recovery for debtholders in the event of a
payment default," S&P said.

"The outlook revision to positive is based on Sabre's plan to
extend a portion of its significant 2014 maturities through a
combination of term loan extension and secured notes issuance,"
said Standard & Poor's credit analyst Andy Liu. "The proposed
transactions would reduce Sabre Holdings' 2014 maturities to
nearly $1 billion--a figure that involves significantly less
refinancing risk. The revision also considers the company's steady
operation performance."

"Our 'B' rating on the company incorporates our assumption of
fairly stable operating performance, despite the company's ongoing
dispute with one of its airline customers, and competitive
pressure at its online travel agency, Travelocity. We expect that
growth in the travel market will more than offset the specific
weakness that Sabre is currently experiencing," S&P said.

"We assess the company's business risk profile as 'fair',
reflecting its market-leading position in travel distribution in
the U.S. and growing demand for travel-related services. We view
Sabre's financial risk profile as 'highly leveraged,' as debt
leverage remains high, in the mid-5x area, and the company faces
significant debt maturities in 2014. Sabre has made significant
progress extending its 2014 maturities to $1.7 billion from about
$3 billion. The proposed transactions would lower its 2014
maturities to near $1 billion. We believe it is highly likely that
the company will be able to refinance its remaining 2014
maturities prior to them becoming current," S&P said.

"Sabre's business includes global distribution systems (GDS) that
travel agents and corporations use, software for travel providers,
and online travel agency (OTA) Travelocity. Sabre Holdings is a
major provider of marketing and distribution services to the
travel industry," S&P said.


SEALY CORP: H Partners Wants KKR-Affiliated Directors Replaced
--------------------------------------------------------------
H Partners Management, LLC, a beneficial owner of approximately
15.3 percent of Sealy Corporation's outstanding shares, commented
on the voting results with respect to Sealy's director nominees at
the Company's Annual Meeting of Stockholders.  As disclosed by
Sealy, 61 percent of the shares voted at the meeting that were not
owned by or affiliated with Kohlberg Kravis Roberts & Co. L.P. or
a company insider withheld support for Deborah Ellinger, James
Johnston and Gary Morin.

This result is in line with H Partners' recommendation to replace
three directors, and the recommendations of independent proxy
advisory services ISS and Glass Lewis.

H Partners said "These voting results represent a decisive vote of
"no confidence" for the incumbent Sealy directors.  KKR engaged
public investors in April 2006 when it sold 10 million shares in
Sealy's IPO at $16.00 per share and paid itself a dividend.  Now,
with the stock at $2.04 per share, Sealy and KKR prefer to ignore
stockholders, ISS, and Glass Lewis.  We are disappointed with both
KKR and the "independent" directors who have overseen the
destruction of $1.2 billion or almost 90% of shareholder value,
approved excessive fees to KKR, and disregarded public
stockholders."

"With a CEO search underway and deteriorating financial
performance, the Company is at a critical inflection point.  The
time has come for KKR and the board to provide equal rights and
representation for all stockholders."

H Partners urges the board to address its governance defects by
implementing the following recommendations:

   * Appoint an H Partners representative to the Sealy board, in
     line with H Partners' ownership stake.  This individual
     should serve on the Nominating & Corporate Governance
     Committee and the CEO Search Committee.

   * Replace three KKR-affiliated directors with truly independent
     directors to bring KKR's representation in line with its
     ownership interest.  These new directors should be
     recommended by non-KKR stockholders, and at least one of
     these directors should serve on the Nominating & Corporate
     Governance Committee.

   * Request the resignation of Dean Nelson, CEO of KKR Capstone,
     due to obvious conflicts of interest involved in having a
     provider of consulting services on the board.

   * Create a "Conflicts Committee" comprising three independent
     directors.

H Partners said it will not cease in its efforts to reform the
governance and oversight of Sealy, and will continue to pursue all
avenues to protect its investment.

                         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, with stable
outlook, from Standard & Poor's.


SOLAR TRUST: Mason Capital, Not NextEra, is the DIP Lender
----------------------------------------------------------
On April 26, 2012, Solar Trust of America, LLC received final
approval from U.S. Bankruptcy Court for the District of Delaware
to obtain a replacement debtor-in-possession financing from Mason
Capital Management, LLC.

The new DIP facility provides the Company with up to $25 million
of available borrowing capacity in addition to $18.4 million for
letters of credit.

"The new loan will provide the necessary funding to maximize value
through a longer and more robust asset sale process than was
provided for under the prior DIP," said Ned Kleinschmidt,
President and Chief Restructuring Officer of STA.

The process will culminate with an auction currently scheduled for
late June 2012, with the exact date yet to be determined and
subject to approval by the Bankruptcy Court.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solar Millennium Inc. landed financing for its
bankruptcy reorganization on terms more favorable than those
originally offered by NextEra Energy Inc., the parent of Florida
Power & Light Co. and a potential buyer for the business.

The Debtor had lined up NextEra to provide a $3.9 million term
loan and an $18.4 million letter of credit facility.  The loan
required a quick sale of the property, with NextEra as a bidder.

According to the report, Mason Capital Management LLC later
offered a larger loan and a slower sale process.  Solar Millennium
selected Mason as the permanent lender, citing a "belief that a
process longer than 30 days is necessary."  As approved by the
bankruptcy court April 26, New York-based Mason is providing a
$25 million working capital term loan along with an $18.3 million
letter of credit.

The report relates that Mason's loan requires filing papers by
April 30 to set up auction procedures.  Procedures must be court
approved by May 15, so there can be an auction no later than
July 12.  Under the NextEra loan, the auction had to occur by
April 30.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC has committed to provide a
postpetition secured credit facility and has expressed an interest
in serving as stalking horse purchaser for certain of the Debtors'
assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

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.

Ridgecrest Solar Power estimated up to $50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to $50,000 in assets
and up to $10 million in liabilities.


SOLYNDRA LLC: Court Extends Solicitation Period Until Sept. 23
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Sept. 23, 2012, Solyndra LLC, et al.'s exclusive period to
solicit acceptances for the proposed Plan of Reorganization.

As reported in the Troubled Company Reporter on April 23, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that creditors of Solyndra LLC are evidently satisfied
with the progress of the Chapter 11 liquidation of the defunct
solar-panel maker that was partly financed by the U.S. government.
No one objected to an extension of the company's exclusive right
to propose a plan, allowing the bankruptcy judge in Delaware to
sign an order on April 18 pushing exclusivity out by three months
to July 2.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.


SPANISH TRAIL: Resolves Chapter 11 Case by Ceding Ownership
-----------------------------------------------------------
Tim O'Reiley at the Las Vegas Review-Journal reports that, moments
before an in-court auction set for the afternoon of April 24, the
Spanish Trail Country Club Inc. resolved its Chapter 11 bankruptcy
by ceding ownership of its land and facilities to its main lender
in return for continuing to operate as it has for the past
quarter-century.

According to the report, the terms call for Hermitage Management
LLC, a unit of mortgage holder Jackson National Life Insurance
Co., to take title of the golf and country club and cancel a
$17.9 million debt.

The report says Jackson National will lease the property back to
the nonprofit club and give members an option to buy it back
within four years for $7.5 million.

The report notes the club will also agree not to file another
bankruptcy case should it run into financial trouble again.

The report relates the company submitted court papers promising to
bid at least $7 million and hire an outside manager for the 249-
acre club, with its 27-hole golf course, swimming pool, tennis
courts and dining room.  Jackson National indicated that it valued
the club, surrounded by the separate Spanish Trail gated
community, at $10 million.

Las Vegas, Nevada-based Spanish Trail Country Club Inc. filed
for Chapter 11 bankruptcy Protection (Bankr. D. Nev. Case No.
11-23466) on Aug. 24, 2011.  Judge Bruce A. Markell presides over
the case.  Gerald M. Gordon, Esq., at Gordon Silver, represents
the Debtor.  The Debtor estimated assets of between $1 million and
$10 million, and debts of between $10 million and $50 million.


SUBURBAN PROPANE: Moody's Affirms 'Ba2' CFR; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service changed Suburban Propane Partners,
L.P.'s outlook to negative from stable and affirmed its Ba2
Corporate Family Rating (CFR), Ba2 Probability of Default Rating
(PDR), and Ba3 senior unsecured note ratings. Moody's also
assigned a SGL-3 Speculative Grade Liquidity (SGL) rating.

The change to a negative outlook follows the company's
announcement that it has reached a definitive agreement to acquire
Inergy, L.P.'s (Inergy) retail propane assets for $1.8 billion ($1
billion of newly issued Suburban notes, $600 million of new
Suburban common units, and $200 million in cash). Suburban has
also announced that it will commence offers in connection with the
planned acquisition to exchange $1.2 billion of Inergy's senior
notes for $1.0 billion of new Suburban senior notes and $200
million in cash. If such an exchange were to occur in accordance
with the proposed offer (with the new unsecured notes being pari
passu with the existing unsecured notes), the new Suburban notes
would likely be rated Ba3 (assuming there are no unanticipated
material changes in Suburban's credit profile between now and the
exchange).

"The negative outlook reflects increased leverage pro forma for
the planned acquisition, with debt / EBITDA above 5.0x," commented
Jonathan Kalmanoff, Moody's Analyst. "We view debt / EBITDA below
4.0x as appropriate for the Ba2 CFR over the long term, and
believe the company can achieve this through a return to more
normal winter weather and debt reduction from the proceeds of an
anticipated equity issuance of about $350 million."

The negative outlook also considers the likelihood of limited
covenant headroom under the credit facility following the
acquisition. Very warm winter weather from December 2010 through
March 2012 will have a pronounced negative impact on EBITDA for
the company's fiscal year ending September 30, 2012. Given the
inherent unpredictability of weather, combined with the challenges
of rising commodity prices and customer conservation, the negative
outlook considers the possibility that leverage will not decline
as expected.

Issuer: Suburban Propane Partners, L.P. ,

  Upgrades:

    Senior Unsecured Regular Bond/Debenture, Upgraded to LGD4,
    63% from LGD5, 79%

  Assignments:

    Speculative Grade Liquidity Rating, Assigned SGL-3

  Outlook Actions:

    Outlook, Changed To Negative From Stable

Ratings Rationale

The Ba2 CFR is supported by a significant market position in
propane, pro forma scale which is comparable to the largest
propane peers, and a strong track record of successful cost
reduction efforts and conservative financial policies. The rating
is tempered by characteristics of the propane sector which include
a trend of declining volumes, the highly competitive and
fragmented nature of the sector, and growth opportunities that are
mostly limited to acquisitions as opposed to organic growth. The
rating also considers the risks associated with the planned
acquisition, including elevated leverage, integration risks, and
execution risks related to achieving anticipated synergies.

The SGL-3 reflects adequate liquidity through the first quarter of
2013 with $96 million of cash at March 31, 2012 and an expectation
of about $30 of million negative free cash flow over the next
twelve months. Pro forma for the transaction, Suburban will have a
$400 million secured credit facility which matures in 2017.
Moody's expects there to be only a small amount of headroom under
the covenants, but with temporary covenant relief initially for an
unspecified amount of time. Limited covenant headroom could limit
the company's ability to fully draw on the credit facility as a
source of alternate liquidity. Apart from the credit facility
maturity in 2017, there are no other debt maturities until 2020.

The Ba3 senior unsecured note rating reflects both the overall
probability of default of Suburban, to which Moody's assigns a PDR
of Ba2, and a loss given default of LGD4-63%. The size of the
senior secured revolver's priority claim relative to the senior
unsecured notes results in the notes being rated one notch beneath
the Ba2 CFR under Moody's Loss Given Default Methodology.

The outlook could be changed to stable if it appears that debt /
EBITDA will be reduced to below 4.0x by fiscal year end September
30, 2013, with increased covenant headroom and good liquidity. If
it appears that debt / EBITDA is not likely to be reduced below
4.0x by fiscal year end 2013, the ratings could be downgraded.

The principal methodology used in rating Suburban Propane
Partners, L.P. was the Global Midstream Energy published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Suburban Propane Partners, L.P. is a master limited partnership
(MLP) based in Wippany, NJ which distributes propane, fuel oil,
and refined fuels, and markets natural gas and electricity.


TALON THERAPEUTICS: Amends 4.1 Million Resale Prospectus
--------------------------------------------------------
Talon Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission a post-effective amendment no. 1 to the Form
S-1  relating to the offering on a resale basis of a total of
4,063,146 shares of the Company's common stock, including
1,658,200 shares issuable upon the exercise of outstanding
warrants.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "TLON.OB."

The Company will receive none of the proceeds from the sale of the
shares by the selling stockholders, except for the warrant
exercise price paid for the shares offered that are issuable upon
the exercise of certain warrants.

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

                        http://is.gd/taQRGZ

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.48 million
in total assets, $30.86 million in total liabilities, $30.64
million in redeemable convertible preferred stock, and a $59.02
million total stockholders' deficit.

The Company does not generate significant recurring revenue and
has incurred significant net losses in each year since its
inception.  The Company expects to incur substantial losses and
negative cash flow from operations for the foreseeable future, and
the Company may never achieve or maintain profitability.

BDO USA, LLP, in San Jose, California, noted that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.


TELKONET INC: Tim Ledwick Appointed to Board of Directors
---------------------------------------------------------
The Board of Directors of Telkonet, Inc., appointed Tim S. Ledwick
to the Board.  Mr. Ledwick was also appointed Chairman of the
Company's Audit Committee, replacing William H. Davis, who will
remain a member of the Audit committee as well as Chairman of the
Board of Directors.

Mr. Ledwick, 54, is currently the Chief Financial Officer of
Management Health Solutions, a private equity-backed company that
provides software solutions and services to hospitals focused on
reducing costs through superior inventory management practices.
From 2007 to 2011, Mr. Ledwick provided CFO consulting services to
a $150 million services firm and, in addition, from 2007-2008 also
acted as special advisor to The Dellacorte Group, a middle market
financial advisory firm focused on transactions between $100
million and $1 billion.

The Company's Director Compensation Policy is applicable to Mr.
Ledwick as a non-employee director.  Mr. Ledwick will receive a
monthly board retainer of $5,000 payable in Company stock and $500
per committee meeting participation, also payable in Company
stock.  Mr. Ledwick will also be reimbursed for certain tax
liabilities incurred in connection with his director compensation.

Prior to his appointment to the Board, there were no material
relationships between Mr. Ledwick and the Company or any of its
other directors or executive officers.

"Tim Ledwick is a proven financial expert with extensive public
company experience and exceptional leadership, interpersonal and
technical skills.  We welcome him as an immediate asset and
contributor to our firm and Board of Directors and I personally
look forward to working with him," stated Telkonet CEO Jason
Tienor.

"I'm excited to be joining a leader in the promising clean energy
management technology industry," said Mr. Ledwick.  "I look
forward to the opportunity to work with a talented management team
that I believe has positioned Telkonet well in its core markets."

                           About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc. is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

The Company reported a net loss of $1.90 million in 2011,
compared with a net loss of $2.17 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$13.19 million in total assets, $4.58 million in total
liabilities, $2.36 million in total redeemable preferred stock,
and $6.24 million in total stockholders' equity.

For 2011, Baker Tilly Virchow Krause, LLP, in Milwaukee,
Wisconsin, noted that the Company continues to incur significant
operating losses, has an accumulated deficit of $118.34 million
and has a working capital deficiency of $775,000 that raise
substantial doubt about the Company's ability to continue as a
going concern.


TENET HEALTHCARE: Buys Back $299-Mil. of Conv. Preferred Stock
--------------------------------------------------------------
Tenet Healthcare Corporation has repurchased $299 million of
mandatory convertible preferred stock.  This preferred stock would
have converted into 51 million shares of the Company's common
stock on Oct. 1, 2012, based on the most recent closing share
price.  In a related private financing, the Company issued $150
million of 8% senior notes due Aug. 1, 2020, and $141.2 million of
6.25% senior secured notes due Nov. 1, 2018.

In connection with these transactions, Tenet released its
preliminary results for the quarter ended March 31, 2012.  First
quarter results included net operating revenues of $2.350 billion,
an increase of 2.2 percent compared to the first quarter of 2011,
and net income attributable to common shareholders of $58 million,
or $0.13 per diluted share compared to $73 million, or $0.14 per
diluted share, in the first quarter of 2011.  State provider fees,
Health Information Technology incentives, payer settlements, and
gains contributed nearly $40 million more to Adjusted EBITDA in
the first quarter of 2011 than similar items contributed in the
first quarter of 2012.

"This repurchase of preferred stock avoids the potential issuance
of up to 51 million additional common shares later this year,"
said Trevor Fetter, president and chief executive officer.  "As a
result of this repurchase and the Company's prior share repurchase
program, completed in January of this year, our outstanding common
share count was reduced by approximately 25 percent, on a fully
dilutive basis.  These aggressive actions to restructure our
balance sheet provide a strong signal of management's confidence
in the value of the Company's common stock.  This confidence is
bolstered by the solid start we've achieved in 2012 with strong
growth in adjusted admissions, surgeries, and emergency department
visits.  Our first quarter performance allows us to raise our 2012
Outlook for Adjusted EBITDA by an additional $25 million.  This is
our second Outlook increase this year."

                       Agreement to Sell CUMC

On April 24, 2012, Tenet signed a non-binding letter of intent to
sell its interest in Creighton University Medical Center to
Alegent Health.  CUMC is located in Omaha, Nebraska.  If the
transaction is consummated, the Company anticipates recognizing a
pre-tax non-cash impairment charge of approximately $100 million
($50 million after-tax and after a noncontrolling interest
benefit) as a component of discontinued operations.

CUMC's revenue and Adjusted EBITDA included in the Company's 2012
Outlook were expected to be approximately $190 million and $10
million, respectively, and its income before income taxes and free
cash flow were expected to be breakeven for 2012.  The sale
transaction price, including working capital, is expected to be
approximately $63 million.  The Company currently expects the
transaction to be completed in the quarter ending June 30, 2012.
The Company does not expect to incur any significant cash
expenditures as a result of the impairment.  The transaction is
subject to finalization of definitive agreements and customary
closing conditions.

                       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's balance sheet at Dec. 31, 2011, showed $8.46 billion
in total assets, $6.95 billion in total liabilities, $16 million
in redeemable non-controlling interests in equity of consolidated
subsidiaries, and $1.49 billion in total equity.

                           *     *     *

Standard & Poor's Ratings Services said November 2011 the
corporate credit rating on Tenet is 'B' and the outlook is
stable.  "The rating reflects our view of the company's weak
business risk as the benefits of a fairly sizable portfolio of 49
hospitals are undercut by uncertain reimbursement, significant
uncompensated care, weak patient volume trends and concentration
in certain markets, many of which are competitive. We view Tenet's
financial risk profile as aggressive, even though there has been a
recent reduction in debt to EBITDA to 4.5x. This has contributed
to the generation of free cash flow since last year. (For the
latest complete corporate credit rating rationale, see Standard &
Poor's research report on Tenet published July 20, 2011 on Ratings
Direct)," S&P related.

Moody's Investors Service said in November 2011 that Tenet's 'B2'
Corporate Family Rating remains constrained by Moody's expectation
of modest free cash flow generation and continued high geographic
concentration.  Furthermore, industry challenges like high bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline, will likely challenge organic growth.  However,
the rating also incorporates Moody's expectation that the company
will continue to see improvements in operating performance, driven
by cost savings initiatives and benefits from capital investment.


TENET HEALTHCARE: Moody's Rates $141MM Senior Secured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service commented that Tenet Healthcare
Corporation's offering of $141 million of senior secured notes due
2018 are rated B1 (LGD 3, 39%). Tenet's offering of $150 million
senior unsecured notes due 2020 have been rated Caa1 (LGD 5, 87%).
Moody's understands that the proceeds of the offerings, which are
add-ons to existing note issuances, were used to repurchase
approximately $299 million of the company's 7% mandatory
convertible preferred stock. Moody's existing ratings of the
company, including the B2 Corporate Family and Probability of
Default Rating, remain unchanged. The rating outlook remains
positive.

"While the issuance of debt to fund a repurchase of equity will
result in increased leverage and is a modest credit negative, it
is not enough to affect Tenet's ratings or positive outlook," said
Dean Diaz, a Moody's Senior Credit Officer. "The interest cost
associated with the new debt will be ongoing and negate any
benefit to cash flow that would have been realized with the
elimination of the dividend upon the mandatory conversion of the
preferred stock in October 2012."

Ratings assigned:

8.0% senior unsecured notes due 2020, Caa1 (LGD 5, 87%)

Ratings unchanged/LGD assessments revised:

10.0% senior secured notes due 2018, B1 (LGD 3, 39%)

8.875% senior secured notes due 2019, B1 (LGD 3, 39%)

6.25% senior secured notes due 2018, B1 (LGD 3, 39%)

6.5% senior notes due 2012, to Caa1 (LGD 5, 87%) from Caa1 (LGD
5, 86%)

7 3/8% senior notes due 2013, to Caa1 (LGD 5, 87%) from Caa1
(LGD 5, 86%)

9 7/8% senior notes due 2014, to Caa1 (LGD 5, 87%) from Caa1
(LGD 5, 86%)

9 1/4% senior notes due 2015, to Caa1 (LGD 5, 87%) from Caa1
(LGD 5, 86%)

8% senior notes due 2020, to Caa1 (LGD 5, 87%) from Caa1 (LGD 5,
86%)

6 7/8% senior notes due 2031, to Caa1 (LGD 5, 87%) from Caa1
(LGD 5, 86%)

Corporate Family Rating, B2

Probability of Default Rating, B2

Speculative Grade Liquidity Rating, SGL-2

Ratings Rationale

Tenet's B2 Corporate Family Rating is 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.

The positive outlook reflects Moody's expectation that EBITDA
growth will continue and result in gradually improving free cash
flow generation and reduced leverage.

Moody's could upgrade the rating if the company is able to
effectively manage growth of the business such that leverage
remains at or below 4.5 times while earnings growth continues to
result in improving credit metrics.

Moody's could downgrade the rating if a decline in operating
performance results in an expectation that debt to EBITDA will
rise above 5.5 times or if free cash flow, prior to discretionary
reinvestment in the business, is expected to be negative.
Furthermore, a significant debt financed acquisition could result
in a downgrade of the ratings.

For further details, refer to Moody's Credit Opinion for Tenet
Healthcare Corporation on moodys.com.

The principal methodology used in rating Tenet Healthcare
Corporation was the Moody's Global Healthcare Service Provider
Industry Methodology published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Tenet, headquartered in Dallas, Texas, is one of the largest for-
profit hospital operators by revenues. At December 31, 2011 the
company operated 50 hospitals in 11 states. The company also
operated a long-term acute care hospital and owned or leased and
operated 32 medical office buildings located on or nearby its
hospital facilities. Further, Tenet's subsidiaries operated 98
free standing and provider based diagnostic imaging centers,
ambulatory surgery centers and urgent care centers as well as one
free standing emergency department, in 12 states at December 31,
2011. Tenet generated revenue of approximately $9.6 billion for
the year ended December 31, 2011 before consideration of the
provision for doubtful accounts of about $730 million.


THERMON INDUSTRIES: S&P Retains 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating
upward, to '3' from '4', on San Marcos, Texas-based Thermon
Industries Inc.'s 9.5% second-lien secured notes. The industrial
electric heat tracing products and services provider recently
announced its intention to redeem an additional 10% of the notes.
This will reduce the outstanding amount to about $118 million,
from the original principal amount of $210 million.

"We expect the lower amount of outstanding debt to result in
greater recovery for lenders in a payment default. The new '3'
recovery rating indicates our expectation that noteholders would
receive meaningful (50%-70%) recovery in the event of a payment
default. The issue rating remains 'B+', the same as the corporate
credit rating," S&P said.

"The ratings on Thermon reflect our expectation that the company
will benefit from the increasing global demand for energy. We also
expect the company to maintain an operating margin (before
depreciation and amortization) of at least 20%. This, in addition
to the recently announced debt reduction, should result in debt to
EBITDA of about 2x at its fiscal year-end March 31, 2013, better
than the 4x-5x we consider in line with the rating. Thermon has an
'aggressive' financial risk profile in our view due to its April
2010 acquisition by Code Hennessy & Simmons LLC, which the $210
million in senior secured notes partially financed," S&P said.

RATINGS LIST

Thermon Industries Inc.
Corporate credit rating               B+/Stable/--

Recovery Rating Revised
                                       To              From
Senior secured                        B+              B+
  Recovery rating                      3               4


TOPS HOLDING: S&P Ups Corp. Credit Rating to 'B+'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Buffalo,
N.Y.-based Tops Holdings Corp., including the corporate credit
rating to 'B+' from 'B'. The outlook is stable.

"We also raised the issue rating on the company's senior secured
second-lien notes to 'B+' (the same as the corporate credit
rating) from 'B'. The recovery rating on the notes remains a '3',
indicating our expectation of meaningful (50% to 70%) recovery of
principal in the event of payment default," S&P said.

"The upgrade primarily reflects our revised view of the company's
financial risk profile as 'aggressive' from 'highly leveraged,'"
said Standard & Poor's credit analyst Charles Pinson-Rose. "This
change follows better-than-expected profit growth in 2011 as a
result of better operating margins following the integration of
Penn Traffic stores in 2010. It also incorporates our expectation
that Tops will maintain 2011 operating margins and modestly grow
revenue and profits in 2012."

"The rating on Tops reflects our view that the company will
maintain its aggressive financial risk profile, since we forecast
moderate operating income growth in the near term and improving
credit metrics. We assess Tops' business risk profile as 'weak,'
which reflects its geographic concentration and participation in
the very competitive food retail industry. The industry is
currently experiencing continued incursions from discounters,
dollar stores, warehouse clubs, and drug stores. Nonetheless, we
believe Tops is reasonably well positioned to maintain its current
market share," S&P said.

"In the fourth quarter of 2011, Tops' sales performance was mostly
in line with our expectations, but it expanded operating margins
more than we expected," added Mr. Pinson-Rose. "In particular,
costs of goods sold, labor, and administrative costs improved as a
percentage of sales by about 190 basis points. We believe this
benefit was largely a result of more efficient operations, fewer
promotions, and better cost management following the integration
of the Penn Traffic stores it acquired in 2010. We believe Tops
can maintain its current operating margins going forward."

"The rating outlook on Tops is stable and reflects our opinion
that it should modestly enhance credit ratios over the near term.
We would consider a lower rating if total leverage worsens to the
5.4x area, and if we believe that credit ratios would not improve
from those levels. Such a scenario could occur with current debt
levels if EBITDA drops by about 7% in 2012, as a result of a
1% sales decline and 30 basis points of operating margin
contraction," S&P said.

"Although unlikely  in the near term, we would consider a higher
rating if leverage was below 4x, which we do not believe is
possible considering our near-term performance expectations, since
it would need about 30% EBITDA growth with current debt levels,"
S&P said.


TRIBUNE CO: Bank Debt Trades at 32% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 67.66 cents-on-the-
dollar during the week ended Friday, April 27, 2012, an increase
of 0.51 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 162 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)


TRIDENT MICROSYSTEMS: Three Directors Resign from Board
-------------------------------------------------------
Raymond Ostby, Carl Hsu and A.C. D' Augustine each resigned as
members of the Board of Directors of Trident Microsystems, Inc.
Neither Mr. Ostby nor Mr. Hsu nor Mr. D' Augustine resigned as a
result of any disagreement with the Company.

The Company and the Board acknowledged Messrs. Ostby's, Hsu's and
D' Augustine's commitment, dedication and thoughtful service to
the Company, and their deep appreciation of their contributions to
the Company during their tenure as members of the Board.

As of April 26, 2012, the Board of Directors consists of Brian R.
Bachman, Dr. Bami Bastani, David H. Courtney (the Company's
Chairman of the Board) and Philippe Geyres.

                     About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $309,992,980 in assets and $39,607,591 in liabilities
as of Oct. 31, 2011.  The petition was signed by David L.
Teichmann, executive VP, general counsel & corporate secretary.




TXU CORP: Bank Debt Trades at 44% 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 55.81 cents-on-the-dollar during the week
ended Friday, April 27, 2012, a drop of 2.01 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 162 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 late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


UNITED STATES OIL: CEO Alex Tawse Resigns; James Crimi Takes Over
-----------------------------------------------------------------
The Board of Directors of United States Oil & Gas Corp accepted
the resignation of Alex Tawse as Chairman of the Board of
Directors, Chief Executive Officer and President of the Company,
as well as his position as a member of the Board effective
April 27, 2012.  The Company also appointed James Crimi to the
same positions effective April 27, 2012.  Mr. Crimi was also
elected to the Board.

James Crimi, 48, was appointed Chairman, President and Chief
Executive Officer in April 2012.  Mr. Crimi has served as the
Company's Director of Investor Relations from September 2010 to
April 2012.  From September 2006 to the present, Mr. Crimi has
served as President and Chief Executive Officer for JCSD
Consultants, Inc. a consulting firm which provides private and
publicly traded companies with guidance on increasing market
exposure, improving and managing shareholder relationships,
accessing the capital markets and assisting with corporate
filings.  From July 2002 to December 2005, Mr. Crimi was the Chief
Executive Officer of Sky Capital UK, Limited, a London, England
based broker dealer.  From October 1996 to September 1999, Mr.
Crimi served as President and Chief Operating Officer of JJ Rich &
Company, which controlled an equity stake and operated an Office
of Supervisory Jurisdiction (OSJ) of a New York based broker
dealer.  Mr. Crimi has previously held a securities license in the
United Kingdom as a registered person with the Financial Services
Authority (FSA), and has been a series 7-licensed stockbroker
registered with NASD and FINRA and regulated by the SEC.  Mr.
Crimi's close work with the Company since September 2010,
familiarity with recent issues the Company has faced and its
objectives and goals; and experience within the financial markets
qualify him to serve on the Company's Board.

Meanwhile, the Company said it is continuing in its efforts to
complete its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2011, but has been unable to finalize the audit of its
subsidiary, United Oil & Gas Inc.  The Company will continue
working with its auditors and its subsidiary and file as soon as
the audit is completed.

                      About United States Oil

United States Oil and Gas Corp. OTC QB: USOG)
-- http://www.usaoilandgas.com/-- is an oil and gas products,
services and technology company headquartered in Austin, Texas.
Through its subsidiaries, the Company markets and distributes
refined oil and gas (diesel, gasoline, propane, high octane racing
fuels and lubricants) to wholesale and retail customers in the
United States.

The Company reported a net loss of $1.3 million in 2010 and a net
loss of $1.5 million in 2009.  The Company reported a net loss of
$2.37 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$6.35 million in total assets, $7.43 million in total liabilities,
and a $1.07 million total stockholders' deficit.

As reported in the TCR on April 27, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about United States
Oil and Gas Corp.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has accumulated losses resulting in an
accumulated deficit as of Dec. 31, 2010.


US FIDELIS: Committee Can Hire GCG as Claims and Notice Agent
-------------------------------------------------------------
The Bankruptcy Court has authorized the Official Committee of
Unsecured Creditors for US Fidelis, Inc., to retain GCG, Inc.,
as consumer claims and noticing agent.

The Committee chose GCG based on its experience, reputation and
the competitiveness of its fees.  GCG is a bankruptcy
administrator that specializes in providing comprehensive chapter
11 administrative services including noticing, claims processing,
balloting and other related services critical to the effective
administration of chapter 11 cases.  GCG has developed efficient
and cost-effective methods to handle properly the voluminous
mailings associated with the noticing, claims processing and
balloting portions of chapter 11 cases to ensure the orderly and
fair treatment of creditors, equity security holders and all
parties-in-interest.  This is particularly important in handling
the potential volume of consumer claims in this case.

Pursuant to the Retention Agreement, GCG will undertake the
following actions and procedures in its role as the Consumer
Claims Agent:

     A. Following Court approval of the form and content of the
        notice, notify the potential consumer creditors of the
        filing of the bankruptcy, the disclosure statement,
        consumer claim and ballot process;

     B. Furnish a notice of the last date for the filing of
        consumer proofs of claim and a form for the filing of a
        proof of claim, after such notice and form are approved by
        this Court;

     C. Assist with the publication of required notice(s), as
        necessary and requested by the Committee, following
        approval of a form of publication notice;

     D. For all notices, file an affidavit or certificate of
        service which includes a copy of the notice, a list of
        persons to whom it was mailed, and the date mailed, within
        seven days of service;

     E. Create and maintain a public access website setting forth
        pertinent case information and allowing access to certain
        documents filed in the Debtor's case and potentially to be
        used for the online submission of consumer claims;

     F. Maintain a mailing address for the purpose of receiving
        claims and ballots from consumers;

     G. Docket all consumer claims provided to GCG by the
        Committee that have already been filed in this case or
        that are filed at the Court after approval of GCG's
        retention and maintain a consumer claims register on
        behalf of the consumer trust, and upon the receipt of a
        request from the Committee, AG Steering Committee, or
        trust advisory committee, provide those parties with
        access to the Consumer Claims Register and/or reports
        summarizing the Consumer Claims Register;

     H. Specify in the Consumer Claims Register with respect to
        consumer claims, the following information for each
        consumer claim docketed: (i) the claim number assigned,
        (ii) the date received, (iii) the name and address of the
        claimant and agent, if applicable, who filed the claim,
        (iv) the amount and classification(s) of the claim and (v)
        additional information that is required or requested by
        the consumer trust advisory committee;

     I. Record all transfers of consumer claims and provide any
        notices of such transfers as required under the Bankruptcy
        Rules or consumer trust agreement;

     J. Make changes in the Consumer Claims Register pursuant to
        Court Order or the consumer trust agreement;

     K. Maintain a mailing list for the trust of all consumers
        that have filed a proof of claim; and

     L. Assist with, among other things, with respect to consumer
        claims and ballots, solicitation and calculation of votes
        and distribution as required in furtherance of
        confirmation of any plan of reorganization.

In addition, GCG will provide other noticing, claims processing,
balloting and related administrative services as the Committee or
the consumer trust may require or request from time to time.

To the best of the Committee's knowledge, GCG is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., assist the Debtor in its restructuring
effort.  According to the schedules, the Company had assets of
$74,386,836, and total debts of $25,770,655 as of the petition
date.

Allison E. Graves, Esq.,  Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.


USEC INC: Ten Directors Elected at Annual Meeting
-------------------------------------------------
USEC Inc. held its annual meeting on April 26, 2012.  As of the
record date, March 2, 2012, there were 122,073,407 shares of
common stock outstanding, each entitled to one vote.

At the Annual Meeting, USEC's shareholders voted on four
proposals.

USEC's shareholders elected ten directors to hold office until the
next annual meeting of shareholders and until his or her successor
is elected and has qualified.  There were no abstentions.  The
newly elected directors are:

   (1) James R. Mellor, Chairman;
   (2) Joyce F. Brown;
   (3) Sigmund L. Cornelius;
   (4) Joseph T. Doyle;
   (5) William Habermeyer;
   (6) William J. Madia;
   (7) W. Henson Moore;
   (8) Walter E. Skowronski;
   (9) Richard Smith; and
  (10) John K. Welch.

USEC's shareholders approved the Company's executive compensation.
USEC's shareholders approved the Tax Benefit Preservation Plan and
ratified the appointment of PricewaterhouseCoopers LLP as the
Company's independent auditors for 2012.

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.54 billion
in total assets, $2.79 billion in total liabilities and $752.40
million in total stockholders' equity.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


UTSTARCOM HOLDINGS: Swings to $11.7 Million Net Income in 2011
--------------------------------------------------------------
UTStarcom Holdings Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing
net income of $11.77 million on $320.57 million of net sales in
2011, compared with a net loss of $65.29 million on $291.53
million of net sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $600.94
million in total assets, $329.90 million in total liabilities and
$271.04 million in total equity.

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

                        http://is.gd/bRSgvC

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.


VERSO PAPER: Moody's Says Debt Exchange Offer to Hit 'B1' Rating
----------------------------------------------------------------
Moody's Investors Service commented that the debt exchange offer
announced by Verso Paper Holdings for its subordinated notes may
pressure the B1 (LGD3 40%) rating on the company's proposed
secured notes due 2019 (the proposed secured notes). Verso
announced on April 25, 2012 that it will exchange up to $157
million of its $300 million subordinated notes due 2016 for up to
$105 million of additional proposed secured notes plus a total
cash payment of $17.5 million. The new exchange offer will change
the liability waterfall by reducing the debt cushion available to
the proposed secured notes.

The principal methodology used in rating Verso was the Global
Paper and Forest Products Industry Rating Methodology published in
September 2009.

Headquartered in Memphis, Tennessee, Verso is the second largest
coated paper producer in North America with a 20% coated
groundwood market share and about 12% coated freesheet market
share. The company operates 9 paper machines at four mills with
total paper production capacity of approximately 1.7 million tons.


VIASPACE INC: Director Paul Kim Resigns for Personal Reasons
------------------------------------------------------------
Paul Kim resigned as a director of Viaspace Inc. on April 19,
2012.  Mr. Kim indicated that he was resigning due to other
increasing personal and professional commitments.

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.

The Company reported a net loss of $9.36 million in 2011, compared
with a net loss of $2.96 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$10.21 million in total assets, $7.35 million in total
liabilities, and $2.85 million in total equity.

After auditing the financial results for the the year ended Dec.
31, 2011, Hein & Associates LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that he Company has
incurred significant losses from operations, resulting in an
accumulated deficit of $43,050,000.  The Company expects those
losses to continue.  In addition, the Company has limited working
capital and based on current cash flows does not have sufficient
funds to pay the May 2012 installment due on the note to Changs
LLC.


W.R. GRACE: Hikes Net Income to $60.9MM in Q1 2012
--------------------------------------------------
W. R. Grace & Co. announced first quarter earnings of $60.9
million, or $0.80 per diluted share.  Comparable earnings for the
prior-year quarter were $54.2 million, or $0.72 per diluted share.
Adjusted EPS of $0.88 per diluted share increased 12.8 percent
from $0.78 per diluted share in the prior-year quarter.

"We are off to a good start in 2012.  We are performing in line
with our plan, led by strong results in our catalysts and
construction products businesses." said Fred Festa, Grace's
Chairman and Chief Executive Officer.  "We are well positioned to
take advantage of new opportunities to move our business forward
and deliver another year of solid earnings growth."

                     First Quarter Results

First quarter net sales of $754.4 million increased 8.4 percent
compared with the prior-year quarter.  The increase was due to
improved pricing (+8.4 percent) and higher sales volumes (+1.5
percent), partially offset by currency translation (-1.5 percent).
Sales in the emerging regions represented 33 percent of sales and
grew 14 percent compared with the prior-year quarter.

Gross profit of $277.1 million increased 9.8 percent compared with
the prior-year quarter primarily due to improved pricing and
productivity, offset by higher raw materials costs.  Gross margin
of 36.7 percent increased 40 basis points compared with the prior-
year quarter and increased 180 basis points sequentially.

Adjusted EBIT of $111.3 million increased 16.3 percent compared
with $95.7 million in the prior-year quarter.  The increase
primarily was due to higher sales, improved gross margins and
higher equity income from the company's Advanced Refining
Technologies (ART) joint venture.  Adjusted EBIT margin improved
to 14.8 percent compared with 13.8 percent in the prior-year
quarter and 13.1 percent sequentially.

Adjusted EBIT Return On Invested Capital was 35.1 percent on a
trailing four-quarter basis, compared with 28.0 percent for the
prior-year quarter.

                 Grace Catalysts Technologies
       Sales up 13.6%; segment operating income up 27.3%

First quarter sales for the Catalysts Technologies operating
segment, which includes specialty catalysts and additives for
refinery, plastics and other chemical process applications, were
$313.2 million, an increase of 13.6 percent compared with the
prior-year quarter.  The increase was due to improved pricing
(+16.0 percent), which more than offset lower sales volumes (-0.9
percent) and unfavorable currency translation (-1.5 percent).

Sales in the Refining Technologies product group increased
approximately 18 percent, as improved pricing more than offset
slightly lower sales volumes and unfavorable currency translation.
More than two-thirds of the improvement in pricing was due to
improvement in base price, largely reflecting the impact of new
product introductions.  Weaker volumes primarily resulted from
slow-downs in North American refinery operations and customer
order patterns.  Separately, sales volumes and pricing improved
for polyolefin catalysts as end-users continued to migrate to
higher-margin niche plastics.  Polypropylene catalyst growth
continued at double-digit rates primarily due to increased
penetration with key partners.

Segment gross profit was $131.5 million, an increase of
18.8 percent compared with the prior-year quarter.  Segment gross
margin was 42.0 percent, compared with 40.1 percent in the prior-
year quarter and 38.0 percent in the 2011 fourth quarter.  The
increase in gross margin compared with the prior-year quarter
primarily was due to improved pricing partially offset by higher
raw materials costs.

Segment operating income was $99.2 million compared with
$77.9 million in the prior-year quarter, a 27.3 percent increase
primarily due to higher sales and improved gross margin.  Segment
operating margin was 31.7 percent, an improvement of 340 basis
points compared with the prior-year quarter and 530 basis points
sequentially.

                 Grace Materials Technologies
      Sales up 0.2%; segment operating income down 11.4%

First quarter sales for the Materials Technologies operating
segment, which includes packaging technologies and engineered
materials for consumer, industrial, coatings and pharmaceutical
applications, were $212.9 million, an increase of 0.2 percent
compared with the prior-year quarter.  The increase was due to
improved pricing (+3.5 percent), which offset lower sales volumes
(-1.8 percent) and unfavorable currency translation (-1.5
percent).

Packaging sales increased approximately 11 percent due to improved
pricing and increased sales volumes in closures, can sealants and
can coatings.  In Asia, rapid adoption of the company's non-PVC
closures and can coatings helped increase sales volumes.  The
volume increase in packaging was offset by lower sales volumes in
engineered materials due to increased competition in matting
applications, particularly in Asia.

Segment gross profit was $67.5 million, a decrease of 6.0 percent
compared with the prior-year quarter.  Segment gross margin was
31.7 percent compared with 33.8 percent in the prior-year quarter
and 31.9 percent in the 2011 fourth quarter.  The decrease in
gross margin compared with the prior-year quarter primarily
reflected lower volumes in engineered materials and higher
manufacturing costs.

Segment operating income was $35.8 million compared with
$40.4 million in the prior-year quarter, an 11.4 percent decrease
primarily due to lower sales volumes and lower gross margin.
Segment operating margin was 16.8 percent, a decrease of 220 basis
points compared with the prior-year quarter and an increase of 70
basis points sequentially.

                  Grace Construction Products
       Sales up 10.0%; segment operating income up 25.8%

First quarter sales for the Construction Products operating
segment, which includes Specialty Construction Chemicals (SCC)
products and Specialty Building Materials (SBM) products used in
commercial, infrastructure and residential construction, were
$228.3 million, an increase of 10.0 percent compared with the
prior-year quarter.  The increase was due to higher sales volumes
(+7.9 percent) and improved pricing (+3.3 percent), partially
offset by unfavorable currency translation (-1.2 percent).  Last
year's third quarter acquisition of De Neef Conchem Group
contributed $8.4 million to sales, which more than offset a $4.9
million decrease in sales due to the 2011 divesture of the
vermiculite business.

The Construction Products segment achieved its sixth consecutive
quarter of year-on-year sales growth.  Sales in the emerging
regions, which represented 33 percent of sales, increased
24 percent due to strong sales performance of SCC products in
Latin America, the Middle East and emerging Asia.  Sales in North
America, which represented approximately 41 percent of sales,
increased 6 percent.  Western Europe, which represented
approximately 16 percent of sales, declined 2 percent compared
with the prior-year quarter.

Segment gross profit was $78.1 million, an increase of
11.6 percent compared with the prior-year quarter.  Segment gross
margin of 34.2 percent improved 50 basis points compared with the
prior-year quarter and 150 basis points sequentially.  The
increase in gross margin compared with the prior-year quarter
primarily was due to higher volumes, improved pricing and a
favorable sales mix comparison between the acquired and divested
businesses.

Segment operating income was $20.5 million compared with
$16.3 million for the prior-year quarter, a 25.8 percent increase
primarily due to higher sales and improved gross margin.  Segment
operating margin improved to 9.0, percent compared with 7.9
percent in the prior-year quarter and 8.4 percent in the 2011
fourth quarter.

                        Other Expenses

Total corporate expenses were $25.4 million for the first quarter,
an increase of 13.4% compared with the prior-year quarter, largely
due to higher benefits expenses and investments in productivity
initiatives, including information technology.

Defined benefit pension expense for the first quarter was
$18.8 million compared with $16.5 million for the prior-year
quarter.  The 13.9 percent increase primarily was due to the lower
expected long-term rate of return on assets and a decrease in the
discount rate used in determining the pension benefit obligation.
In February 2012, the company made an accelerated contribution of
approximately $83 million to its U.S. defined benefit plans.

Interest expense was $11.3 million for the first quarter compared
with $10.4 million for the prior-year quarter.  The annualized
weighted average interest rate on pre-petition obligations for the
first quarter was 3.5 percent.

                         Income Taxes

Income taxes are recorded at a global effective tax rate of
approximately 33 percent before considering the effects of certain
non-deductible Chapter 11 expenses, changes in uncertain tax
positions and other discrete adjustments.

Grace has not had to pay U.S. Federal income taxes in cash in
recent years since available tax deductions and credits have fully
offset U.S. taxable income.  Income taxes in foreign jurisdictions
are generally paid in cash.  Grace expects to generate significant
U.S. Federal net operating losses upon emergence from bankruptcy.
Income taxes paid in cash, net of refunds, were $8.0 million
during the first quarter, or approximately 8.7 percent of income
before income taxes.

                           Cash Flow

Net cash used for operating activities in the first quarter was
$31.7 million compared with $180.4 million in the prior-year
quarter.  The improved cash flow primarily was due to lower
pension contributions, lower income tax payments, improved working
capital performance, and higher earnings.

Adjusted Free Cash Flow was $32.5 million for the first quarter
compared with negative $19.7 million in the prior-year quarter.
The improved cash flow primarily was due to lower income tax
payments, improved working capital performance, and higher
earnings.

                         Investor Call

Grace discussed the results during an investor conference call and
webcast on April 25, 2012.

  W. R. Grace & Co. and Subsidiaries
  Consolidated Balance Sheets
  (Unaudited)
  ==========================================  Mar. 31,  Dec. 31,
  Amounts in millions                           2012      2011
  -------------------                         --------  --------
ASSETS
Current Assets
Cash and cash equivalents                     $1,008.2  $1,048.3
Restricted cash and cash equivalents             139.6     136.5
Trade accounts receivable, less allowance        458.0     461.8
Accounts receivable - unconsolidated affiliate    13.7      11.2
Inventories                                      358.5     329.1
Deferred income taxes                             68.7      66.5
Other current assets                              86.5      93.0
                                              --------  --------
Total Current Assets                           2,133.2   2,146.4

Properties and equipment, net                    726.8     723.5
Goodwill                                         150.4     148.2
Deferred income taxes                            735.0     759.4
Asbestos-related insurance                       500.0     500.0
Overfunded defined benefit pension plans          33.3      37.1
Investment in unconsolidated affiliates           76.4      70.8
Other assets                                     104.9     108.6
                                              --------  --------
Total Assets                                  $4,460.0  $4,494.0
                                              ========  ========

LIABILITIES AND EQUITY (DEFICIT)
Liabilities Not Subject to Compromise
Current Liabilities
Debt payable within one year                     $59.1     $57.9
Debt payable - unconsolidated affiliate            3.5       3.4
Accounts payable                                 259.1     257.1
Accounts payable - unconsolidated affiliate        4.5       0.5
Other current liabilities                        291.1     314.0
                                              --------  --------
Total Current Liabilities                        617.3     632.9

Debt payable after one year                        3.0       3.3
Loan payable - unconsolidated affiliate           19.4      18.3
Deferred income taxes                             19.1      19.8
Underfunded and unfunded defined benefit
pension plans                                   293.5     407.4
Other liabilities                                 45.6      49.1
                                              --------  --------
Total Liabilities Not Subject to Compromise      997.9   1,130.8

Liabilities Subject to Compromise
Debt plus accrued interest                       949.5     941.8
Income tax contingencies                          70.3      69.3
Asbestos-related contingencies                 1,700.0   1,700.0
Environmental contingencies                      146.3     149.9
Postretirement benefits                          184.3     185.2
Other liabilities and accrued interest           152.3     149.5
                                              --------  --------
Total Liabilities Subject to Compromise        3,202.7   3,195.7
                                              --------  --------
Total Liabilities                              4,200.6   4,326.5

Equity (Deficit)
Common stock                                       0.7       0.7
Paid-in capital                                  479.1     472.9
Retained earnings                                362.0     301.1
Treasury stock, at cost                          (28.7)    (36.8)
Accumulated other comprehensive loss            (562.3)   (578.5)
                                              --------  --------
Total W.R. Grace & Co. Shareholders'
Equity (Deficit)                                250.8     159.4
Non-controlling interests                          8.6       8.1
                                              --------  --------
Total Equity (Deficit)                           259.4     167.5
                                              --------  --------
Total Liabilities and Equity (Deficit)        $4,460.0  $4,494.0
                                              ========  ========


  W. R. Grace & Co. and Subsidiaries
  Consolidated Statements of Operations       Three Months Ended
  (Unaudited)                                 Mar. 31,  Mar. 31,
  =========================================   ========  ========
  Amounts in millions                           2012      2011
  -------------------                         --------  --------
Net sales                                       $754.4    $695.7
Cost of goods sold                               477.3     443.3
                                              --------  --------
Gross profit                                     277.1     252.4

Selling, general and administrative expense      136.6     129.9
Restructuring expenses & rel. asset impairments    3.0       0.2
Research and development expenses                 16.5      15.6
Defined benefit pension expense                   18.8      16.5
Interest expense and related financing costs      11.3      10.4
Provision for environmental remediation            0.6         -
Chapter 11 expenses, net of interest income        4.5       5.8
Equity in earnings of unconsolidated affiliates   (5.7)     (3.5)
Other income, net                                 (0.6)     (2.0)
                                              --------  --------
Total costs and expenses                         185.0     172.9

Income before income taxes                        92.1      79.5
Provision for income taxes                       (30.8)    (25.5)
                                              --------  --------
Net income                                        61.3      54.0
Less: Net loss (income) attributable to
noncontrolling interests                         (0.4)      0.2
                                              --------  --------
Net income (loss) attributable to
W.R. Grace & Co. shareholders                   $60.9     $54.2
                                              ========  ========


  W.R. Grace & Co. and Subsidiaries
  Consolidated Statements of Cash Flows       Three Months Ended
  (Unaudited)                                 Mar. 31,  Mar. 31,
  =========================================   ========  ========
  Amounts in millions                           2012      2011
  -------------------                         --------  --------
OPERATING ACTIVITIES
Net income                                       $61.3     $54.0
Reconciliation to net cash used for
operating activities:
Depreciation and amortization                     29.4      29.2
Equity in earnings of unconsolidated affiliate    (5.7)     (3.5)
Dividends received from unconsolidated affiliate   5.2         -
Chapter 11 expenses, net of interest income        4.5       5.8
Chapter 11 expenses paid                          (3.2)     (3.8)
Provision for income taxes                        30.8      25.5
Income taxes paid, net of refunds                 (8.0)    (23.9)
Interest accrued on prepetition liabilities
subject to compromise                             9.9       9.5
Restructuring expenses & rel. asset impairments    3.0       0.2
Payments for restructuring expenses and
related asset impairments                        (2.2)     (1.9)
Defined benefit pension expense                   18.8      16.5
Payments under defined benefit pension
arrangements                                   (113.7)   (207.3)
Provision for environmental remediation            0.6       0.2
Expenditures for environmental remediation        (4.4)     (2.4)
Changes in assets and liabilities,
excluding effect of currency translation:
Trade accounts receivable                        11.1     (37.8)
Inventories                                     (26.1)    (38.5)
Accounts payable                                 (1.2)     45.4
All other items, net                            (41.8)    (47.6)
                                              --------  --------
Net cash used for operating activities           (31.7)   (180.4)

INVESTING ACTIVITIES
Capital expenditures                             (25.0)    (23.4)
Transfer to restricted cash & cash equivalents    (3.0)     (0.6)
Other investing activities                           -      (0.1)
                                              --------  --------
Net cash used for investing activities           (28.0)    (24.1)

FINANCING ACTIVITIES
Net (repayments) borrowings under credit
arrangements                                      0.9      (3.2)
Proceeds from exercise of stock options           12.0       1.9
Other financing activities                         1.7       1.6
                                              --------  --------
Net cash provided by financing activities         14.6       0.3

Effect of currency exchange rate changes
on cash and cash equivalents                      5.0       7.9
                                              --------  --------
Decrease in cash and cash equivalents            (40.1)   (196.3)
Cash & cash equivalents, beginning of period   1,048.3   1,015.7
                                              --------  --------
Cash and cash equivalents, end of period      $1,008.2    $819.4
                                              ========  ========

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Has $19.5-Mil. Settlement of Libby Claimants Disputes
-----------------------------------------------------------------
W.R. Grace & Co. and its debtor affiliates ask Judge Judith
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware to approve (a) the settlement among Grace, the Official
Committee of Asbestos-related Personal Injury Claimants, and the
Libby Claimants, as memorialized by a term sheet, (b) the
transition of the Libby Medical Program to a trust created
pursuant to the global settlement arrangement -- the LMP Trust,
and (c) the settlement agreement between Grace and BNSF Railway
Company.

On Jan. 31, 2012, Grace entered into a proposed agreement
requiring the Company to turn the Libby Medical Program over to a
locally administered trust, and to fund the trust with $19.5
million.

The request is part of a comprehensive, global resolution among
the Debtors, with the support of the Asbestos PI Committee and the
PI Future Claims Representative, the Libby Claimants, BNSF, and
certain insurers, Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, tells the Court.
Among other things, the global resolution will result in the Libby
Claimants and BNSF withdrawing their objections to the Debtors'
Confirmed Joint Plan of Reorganization and appeals of that Plan's
confirmation order, as well as their appeals of the orders
approving the insurance settlements with the CNA Companies and
Arrowood Indemnity Company.

There are four separate settlements, which comprise the global
deal:

  (1) The settlement among the Debtors, the Asbestos PI
      Committee, and the Libby Claimants, as outlined in the
      Libby Settlement Term Sheet, provides for the
      consensual transition of the Libby Medical Program to the
      LMP Trust, and the termination of the Debtors' funding and
      operational obligations for that program through a single
      lump-sum payment of $19.5 million.  In addition, the Libby
      Claimants will withdraw their appeal of the Confirmation
      Order and their objections to the Joint Plan.

  (2) The settlement between the Debtors and BNSF resolves
      BNSF's current indemnity claims in consideration
      of the payment of $8 million by the Asbestos PI Trust to
      be made following the effective date of the Joint Plan.
      As part of this resolution, BNSF will withdraw its appeals
      of and objections to the Joint Plan, the Confirmation
      Order, and the Debtors' insurance settlements with CNA and
      Arrowood.

  (3) The settlement among the Libby Claimants, BNSF, and
      certain of BNSF's insurers, including CNA, Maryland
      Casualty Company and Arrowood, resolves the Libby
      Claimants' claims against BNSF and those insurers in
      consideration of a settlement payment to those Libby
      Claimants who provide releases under the terms of that
      agreement.  As part of this resolution, which is funded in
      part by CNA, MCC, and Arrowood, the Libby Claimants will
      withdraw their appeals of and objections to the Joint Plan
      and the Debtors' insurance settlements with CNA and
      Arrowood.

  (4) The settlement among the Libby Claimants and certain of
      the Debtors' insurers resolves certain so-called
      "insurer wrong-doing" claims.

These agreements resolve myriad claims among the parties, and each
is an essential component of the comprehensive global settlement.
Only the first two of these settlements, however, involve the
Debtors -- the Debtors' settlement with the Libby Claimants and
the Debtors' settlement with BNSF -- and thus only those two
settlements memorialized in the Libby Settlement Term Sheet and
the BNSF Settlement are the subjects of the motion for approval.

                 LMP and the Libby Settlement

Beginning in April 2000, the Debtors voluntarily created the Libby
Medical Program to provide certain health care benefits for the
treatment of asbestos-related conditions to eligible individuals,
who enrolled in the program.  The program covers former employees
of the Debtors who worked in the Debtors' mine operations in
Libby, Montana, and certain other individuals, who reside or
formerly resided in the area surrounding the mine operations.

The Libby Medical Program was instituted by the Debtors prior to,
and independent of, their Chapter 11 Cases.  As authorized by the
Court's "first day" order permitting the Debtors to pay
prepetition wages and benefits, the Debtors have continued to
operate the Libby Medical Program in the ordinary course during
the pendency of the cases.  During the Debtors' operation of the
program there have been complaints by some individuals who claim
injury from Grace asbestos -- the validity of which the Debtors
dispute -- that they have not been permitted to participate in the
Libby Medical Program.

Ms. Jones disclosed that the Debtors' estates currently incur more
than $2,000,000 annually in health care expenses for the Libby
Medical Program.  If the program were to be maintained in its
current form, she notes, there is no reason to believe that the
cost of operating the Libby Medical Program will decrease in the
near term and the ongoing cost to the Debtors and their estates
would be substantial and would continue for the foreseeable
future.

The Debtors have determined that continuation of the Libby Medical
Program in its current form is not in the best interest of the
Debtors or their estates.  However, while the Debtors believe they
have the right simply to terminate the Libby Medical Program, the
Debtors seek the Court's approval to transition the Libby Medical
Program to the LMP Trust, and to avoid any potential disputes with
respect to termination of or criteria for participation in the
program.  All current participants in the Libby Medical Program
will be beneficiaries of the LMP Trust, as will other persons whom
the LMP Trustee determines were exposed to asbestos from the Libby
mine operations and have asbestos-related disease.  The LMP Trust
will be established as a trust under Montana law, and will be
reviewed and approved by the District Court of the 19th Judicial
District for the state of Montana, which will retain exclusive
jurisdiction over the LMP Trust and will monitor the LMP Trust in
the future.

The Debtors sought and obtained a Court order shortening the
notice period with respect to their motion to approve the global
settlement.  Accordingly, hearing on the request will be held on
May 23, 2012.  Objections are due on May 4.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: May 1 Hearing on Garlock Plea for Plan Rehearing
------------------------------------------------------------
Judge Ronald L. Buckwalter of the U.S. District Court for the
District of Delaware ordered the Appellees -- the Debtors,
Official Committee of Asbestos Personal Injury Claimants, Asbestos
PI Future Claimants' Representative and Official Committee of
Equity Security Holders -- and Garlock Sealing Technologies LLC to
appear before the District Court on May 1, 2012, to address all
issues related to Garlock's motion for reargument, rehearing and
to alter or amend Judge Buckwalter's January 30, 2012 decision
affirming the confirmation of the Debtors' plan of reorganization.

Judge Buckwalter explains that on May 1, the Parties will have the
opportunity to present their arguments in support of or opposition
to Garlock's Motion.  He said that he will rule on Garlock's
Motion, and Grace's responses in opposition after oral argument is
heard on May 1.

As reported in the March 29, 2012 edition of the TCR, the Debtors,
et al., are opposing a request by Garlock Sealing Technologies LLC
for re-argument, rehearing and to alter or amend Judge Ronald L.
Buckwalter's January 30, 2012 decision affirming the confirmation
of the Debtors' plan of reorganization.

Representing the Debtors, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, contends that as
both the Bankruptcy Court and the District Court correctly ruled,
ever since Garlock filed its Chapter 11 case in June 2010, the
possibility that Garlock might someday face injury from putative
joint and several liability with Grace has been, and remains,
hypothetical and conjectural.  Thus, she insists, the District
Court's reference to the GST Plan is merely an additional,
incidental observation that corroborates the District Court's
conclusion that Garlock's hypothesized claims remain too
conjectural to create standing.

                        Plea for Stay Denied

Meanwhile, the U.S. District Court for the District of Delaware
denied, without prejudice, Garlock Sealing Technologies LLC's
request to stay the District Court's memorandum opinion and order
dated Jan. 30, 2012, based on the Debtors' statement that they
have already agreed and twice advised Garlock that they will not
seek to consummate the Joint Plan while Garlock's motion for
reargument, rehearing, and to alter or amend the judgment is
pending.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -
- http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Has Confidential Settlement of Locke Claim
------------------------------------------------------
W.R. Grace, Robert H. Locke and Robert J. Bettacchi on March 9,
2012, entered into a confidential settlement agreement and general
release, which resolves Claim No. 9566, known as the Locke Claim,
and certain litigation pending before the Massachusetts Superior
Court, Middlesex County, captioned as Robert H. Locke v. W.R.
Grace & Co.-Conn. and Robert I Bettacchi, Civil Action No.
MICV1999-02530-C.

On May 18, 1999, the Claimant commenced the Locke Action,
asserting claims of employment discrimination against the Debtors
and Mr. Bettacchi.  Mr. Locke is a former Grace executive.  The
Locke Action was stayed after the Debtors filed for bankruptcy in
2001.  On March 28, 2003, the Claimant filed the Locke Claim for
approximately $6-7 million for age and handicap discrimination as
alleged in the Locke Action.  On May 19, 2003, the Parties entered
into a stipulation that partially lifted the automatic stay and
injunction to permit the Parties to complete discovery, prosecute
and defend a summary judgment motion.  On November 16, 2004, the
Summary Judgment Motion was granted as to the age discrimination
claims, but it was denied as to the disability claims.  On June
27, 2005, the Bankruptcy Court entered an order expunging the
Locke Claim.

In November 2006, the Debtors and Mr. Locke entered into a
stipulation to reinstate the Locke Claim solely as to the
disability claim and refer the Locke Claim to mediation pursuant
to the Bankruptcy Court's order establishing an alternative
dispute resolution program.  In December 2006, the Debtors filed
their objection to the Locke Claim.  The Debtors and Mr. Locke
thereafter participated in good faith in the mediation program,
but they were unable to resolve the Locke Claim.

On January 31, 2011, the Debtors and Mr. Locke entered into a
stipulation lifting the automatic stay so that the Locke Action
could proceed to trial in the Massachusetts Court.  On March 25,
2011, the Court allowed the Locke Action regarding Claim No. 9566
to proceed.

Prior to the commencement of trial in the Massachusetts Court, the
Parties were able to resolve their differences and enter into the
Settlement Agreement on these terms:

  -- The Locke Claim will be an allowed, general unsecured claim
     in the amount of $600,000;

  -- The Locke Claim will accrue post-judgment interest on the
     terms and conditions set forth in the Plan from March 9,
     2012, until the date of payment;

  -- The Debtors will pay the Locke Claim on or after the Plan's
     Effective Date on the terms and conditions set forth in the
     Plan;

  -- Messrs. Locke and Bettacchi and the Debtors have entered
     into mutual releases;

  -- The Debtors have agreed to indemnify Mr. Locke for any
     claims brought against him by Mr. Bettacchi, Mario
     Favorito, Robert Walsh, Harry Eschenbach, William McCaig,
     or Jack Wolter, concerning the criminal trial in the U.S.
     District Court for the District of Montana, captioned
     United States v. W.R. Grace, et al., No. CR 05-07-M-DWM;
     and

  -- The Parties agreed to keep the terms of the Settlement
     Agreement and the nature of the settlement set forth
     therein confidential, except for these summary of terms.

Subsequent to entering into the Settlement Agreement, the
Massachusetts Court entered a final judgment pursuant to the
Massachusetts Rules of Civil Procedure, in which the Massachusetts
Court ordered and adjudged that Mr. Locke recovers from W. R.
Grace & Co.-Conn $600,000 with interest thereon from March 15,
2012 to date in the sum of $2,367 and costs of the action so
accrued.

The Parties have agreed that the allowed amount of the Locke Claim
will not include the $2,367 of interest set forth in the Final
Judgment.  The Locke Claim will be allowed for $600,000, as set
forth in the Settlement Agreement, with interest accruing pursuant
to the terms and conditions set forth in the Plan.

The Debtors believe that the terms of the Settlement Agreement
fall well within the acceptable range of potential outcomes of the
Locke Action in view of (i) their assessment of the probability of
success in the Locke Action, and (ii) the complexity, expense,
inconvenience and delay necessarily attending the Locke Action.

All objections and responses to the Settlement Agreement are due
on May 12, 2012.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Pachulski Discloses Tie-Ups With Kirkland
-----------------------------------------------------
In the Chapter 11 case of W.R. Grace and its affiliates, Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, filed with the Court her first supplemental
affidavit in support of the application to employ her firm as
co-counsel for the Debtors.

Ms. Jones disclosed that:

  (a) Pachulski Stang serves as bankruptcy co-counsel with
      the firm of Kirkland & Ellis LLP in the Debtors' Chapter
      11 cases; and

  (b) Pachulski Stang has recently been engaged to serve as
      counsel to K&E in connection with the Chapter 11
      bankruptcy cases of Stallion Oilfield Services LTD., et
      al., Chapter 11 Case No. 09-13562 (BLS) pending in the
      United States Bankruptcy Court for the District of
      Delaware.

The representation of K&E in the Stallion Case is wholly unrelated
to the Debtors' cases, Ms. Jones asserts.  Ms. Jones attests that
neither she, the Firm, nor any partner, of counsel or associate of
the Firm has any connection with the Debtors, their creditors or
any other parties-in-interest.

                      About Stallion Oilfield

Based in Houston, Texas, Stallion Oilfield Services Ltd. --
http://www.stallionoilfield.com/-- provides wellsite support
services and production & logistics services to the oilfield
with over 1,700 employees in 65 locations.  The Debtors deliver
products and services in the South Texas, Gulf Coast, Ark-La-
Tex, Ft. Worth Basin, Permian Basin, Mid-Continent, Alaska's
Prudhoe Bay, Rocky Mountain and Applachinian Basin regions as
well as to the global offshore industry.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 09-13562) on Oct. 19, 2009.  The
Debtors selected Jonathan S. Henes, Esq., and Chad J. Husnick,
Esq., at Kirkland & Ellis LLP, as counsel; Daniel J. DeFranceschi,
Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., as co-counsel; John R. Castellano, Managing Director of AP
Services, LLC, as restructuring advisor; and Epiq Bankruptcy
Solutions, LLC as claims agent.

Stallion Oilfield estimated both assets and debts between
$500 million and $1 billion in its petition.

Stallion emerged from bankruptcy in February 2010.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the
Bankruptcy Court to approve the definitive agreements among
itself, co-proponents of the Plan, BNSF railroad, several
insurance companies and the representatives of Libby asbestos
personal injury claimants, to settle objections to the Plan.
Pursuant to the agreements, the Libby claimants and BNSF would
forego any further appeals to the Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WESTMORELAND COAL: Offering $50 Million Common Shares
-----------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission a Form S-3 registration statement relating to
the Company's offer to sell up to an aggregate of $50,000,000 of
the Company's common stock.  The Company will provide specific
terms of the offerings, including the offering prices, in one or
more supplements to this prospectus.

The Company's common stock is traded on the Nasdaq Global Market
under the symbol "WLB.'  On April 24, 2012, the last reported sale
price of the Company's common stock as quoted on the Nasdaq Global
Market was $9.14 per share.

A copy of the prospectus is available for free at:

                       http://is.gd/io41SX

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed
$759.17 million in total assets, $1.01 billion in total
liabilities, and a $249.85 million total deficit.

                           *     *     *

In March 2011, Standard & Poor's Ratings Services said that it
assigned a 'CCC+' corporate credit rating to Colorado Springs,
Colorado-based Westmoreland Coal Co.  In January 2012, S&P revised
its outlook on Westmoreland to positive from stable and affirmed
its 'CCC+' credit rating.

"The outlook revision reflects our expectation that the
acquisition, improved reserve position, and stronger coal pricing
could bring WLB's credit metrics in line with a higher rating over
the next several quarters," said Standard & Poor's credit analyst
Gayle Bowerman.

The rating and outlook for WLB also incorporate the combination of
what S&P considers to be its 'vulnerable' business risk profile
and 'highly leveraged' financial risk profile.  The ratings also
reflect WLB's high-cost position in the Powder River Basin (PRB)
and Texas, relatively short reserve life, high customer
concentration, challenges posed by the inherent risks of coal
mining, and liquidity that's less than adequate to meet the
company's near-term obligations.


* Moody's Says US Cable Industry EBITDA Growth to Decelerate
------------------------------------------------------------
Moody's expects US cable industry EBITDA growth to continue to
decelerate as the Triple-Play-Equivalent (TPE) growth for US cable
companies hits a plateau. That reflects continued video-subscriber
losses and a deceleration of high speed data and voice subscriber
additions, says Moody's.

TPE is a Moody's metric that tracks the average penetration rate
of the industry's three primary residential products - video, high
speed data and voice - in a metric called the Triple-Play-
Equivalent penetration rate.

Moody's notes that operators with TPE growth potential include
Cequel Communications Holdings (B1 stable), Harron Communications
LP (B2 stable), and Comcast Corp. (Baa1 stable). The report also
examines operators with weak TPE trends that include Charter
Communications Inc (Ba3 positive) and Mediacom Communications
Corp. (B1 stable).

"TPE rates capture how well a cable company is managed compared to
peers and competitors. Cable companies with a low TPE rate might
have a greater potential for subscriber and EBITDA growth, but
their market positions are also more tenable," said Karen
Berckmann, a Moody's Assistant Vice President and author of the
report. "The companies with the highest TPE rates have less growth
potential, but their market positions are more sustainable."

TPE trends are often difficult to reverse without hurting revenue
and margins, so companies have to choose to pursue market share or
short-term profits. However, short-term decisions have longer-term
negative implications and limit growth of other products, says
Moody's.

It will become even more important that cable companies focus on
their TPE rates as growth in revenue per homes passed will
moderate over time, says Moody's. Revenue per homes passed
captures a company's success in attracting new customers,
retaining customers and selling customers more-expensive products.

The full report is entitled "Triple Play Equivalent Rate Is at a
Plateau".


* S&P's 2012 Global Corporate Default Tally Rises to 29
-------------------------------------------------------
The 2012 global corporate default tally increased by one last week
after Brazil-based Lupatech S.A. selectively defaulted, said an
article published April 26 by Standard & Poor's Global Fixed
Income Research, titled Global Corporate Default Update (April 19
-- 25, 2012).

On April 23, Standard & Poor's Ratings Services lowered the
ratings on the capital goods company to 'SD' after it postponed
its debentures' interest payment due on April 15, 2012.  This
raises the global corporate default tally to 29 so far in 2012.

Of the total defaulters this year, 18 were based in the U.S., six
in the emerging markets, three in Europe, and two in the other
developed region (Australia, Canada, Japan, and New Zealand).  In
comparison, last year, only 13 issuers -- seven based in the U.S.,
two in New Zealand, two in the emerging markets, one in Europe,
and one in Canada -- defaulted during the same period (through
April 25).

So far this year, missed payments accounted for 12 defaults,
bankruptcy filings accounted for six, distressed exchanges were
responsible for four, and four defaulters were confidential. Of
the remaining defaults, one was the result of a notice of
acceleration by the issuer's lender, one was due to the company's
placement under regulatory supervision, and the last was due to a
judicial organization filing.

In 2011, 21 issuers defaulted because of missed interest or
principal payments, and 13 because of bankruptcy filings -- both
of which were among the top reasons for defaults in 2010.
Distressed exchanges -- another top reason for default in 2010 --
followed with 11 defaults in 2011.  Of the remaining defaults, two
issuers failed to finalize refinancing on bank loans, two were
subject to regulatory action, one had its banking license revoked
by its country's central bank, one was appointed a receiver, and
two were confidential.


* Disregard for IRS Regulations Not Fatal for Exemption
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Denver ruled on April 24
that even though a bankrupt's Keogh retirement plan violated
Internal Revenue Service regulations, the bankrupt was entitled to
treat the plan's assets as exempt from creditors' claims.  The
case is Gladwell v. Reinhart (In re Reinhart), 09-4028, U.S. 10 th
Circuit Court of Appeals (Denver).


* Five Bank Failures Bring Year's Tally to 22
---------------------------------------------
The number of U.S. failures reached 22 this year, after regulators
on Friday shut five banks and the Federal Deposit Insurance Corp.
was named receiver.

The failures on April 27 will cost $272.6 million to the FDIC's
deposit insurance fund.

The two largest from Friday's batch were Plantation Federal Bank
of Pawleys Island, S.C., and Inter Savings Bank of Maple Grove,
Minn., each with nearly $500 million in deposits.  First Federal
Savings and Loan Association of Charleston, S.C., will assume the
deposits of Plantation Federal Bank, while Great Southern Bank of
Reeds Spring, Mo., will assume the deposits of Inter Savings.

HarVest Bank of Maryland in Gaithersburg, will have its $145.5
million in deposits assumed by Sonabank of McLean, Va.  Sonabank
also agreed to purchase essentially all assets of HarVest Bank,
which had $164.3 million in total assets as of Dec. 31, 2011.

The sole branch of Palm Desert National Bank, Palm Desert,
California, will reopen as a branch of Pacific Preimer Bank.
Pacific Premier Bank, Costa Mesa, agreed to assume all of the
deposits of Palm Desert National Bank, which had $122.8 million in
total deposits as of Dec. 31, 2011.

For the second time this year, no bank assumed the deposits of a
failed bank.  The FDIC created the Deposit Insurance National Bank
of Eastern Shore, which will remain open until May 25, so
customers of failed Bank of the Eastern Shore of Cambridge, Md.,
can withdraw their insured deposits.  Eastern Shore had about
$154.5 million in deposits as of Dec. 31.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Palm Desert Nat'l      $125.8   Pacific Premier Bank      $20.1
Plantation Federal     $486.4   First Federal Bank        $76.0
HarVest Bank of Md.    $164.3   Sonabank                  $17.2
Bank of the Est. Shore $166.7   [No Acquirer]             $41.8
Inter Savings Bank     $473.0   Great Southern Bank      $117.5

Fort Lee Federal         $51.9  Alma Bank                 $14.0
Fidelity Bank           $818.2  The Huntington Nat'l      $92.8
Premier Bank            $268.7  Int'l Bank of Chi.        $64.1
Covenant Bank            $95.7  Stearns Bank, N.A.        $31.5
New City Bank            $71.2  [No Acquirer]             $17.4
Global Commerce Bank    $143.7  Metro City Bank           $17.9
Central Bank of Georgia $278.9  Ameris Bank               $67.5
Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Patriot Bank            $111.3  First Resource Bank       $32.6
BankEast                $272.6  U.S. Bank N.A.            $75.6
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
American Eagle           $19.6  Capital Bank, N.A.         $3.2
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4

In 2011 there were 92 failed banks, compared with 157 in 2010, 140
in 2009 and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

http://www.fdic.gov/bank/individual/failed/banklist.html

                    813 Banks in Problem List

The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says the
number of institutions on the FDIC's "Problem List" declined from
844 to 813 during the quarter, and total assets of "problem"
institutions fell from $339 billion to $319.4 billion.  The number
of institutions in the "problem list" has decreased for the third
consecutive quarter.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, saw its balance
increase in the fourth quarter to $9.2 billion (unaudited) from
$7.8 billion in the third quarter, the eighth consecutive
quarterly increase.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* New Research Paper Calls for 'Repo Resolution Authority'
----------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that the new resolution authority created by the Dodd-Frank
financial overhaul law is ill-suited to handle a run in the repo
market, a new paper says, and a "Repo Resolution Authority" is
needed to prevent a repeat of the financial meltdown that followed
Lehman Brothers Holdings Inc.'s collapse.


* Matthew Ertman Winner of the M&A Advisor's Recognition Awards
---------------------------------------------------------------
Matthew J. Ertman has been recognized as a winner of the 3rd
Annual M&A Advisor 40 UNDER 40 Awards.  Matthew is a corporate and
securities lawyer in the Los Angeles and San Francisco offices of
Allen Matkins Leck Gamble Mallory & Natsis LLP, a leading
California business, litigation, and real estate law firm.

"In 2010 we initiated the 40 UNDER 40 Awards to recognize the
emerging leaders of the M&A, Financing and Turnaround industries,"
reports Roger Aguinaldo, CEO of the M&A Advisor.  "I am pleased to
recognize Matthew Ertman as a 2012 40 UNDER 40 Award Winner and
bestow upon him this distinguished honor."

On Thursday, May 31, The M&A Advisor will host a black tie Awards
Gala at the Hollywood Roosevelt Hotel in Los Angeles, California,
to introduce the 40 UNDER 40 Award Winners and Finalists to the
business community and celebrate their achievements.

Matthew has been chosen for his accomplishments and contribution
to the industry from a pool of accomplished nominees by an
independent judging panel of distinguished business leaders.
Matthew is a highly sought-out deal lawyer.  Among the notable
deals that Matthew worked on in 2011 were: the structuring and
formation of a new $200 million private equity fund for motion
picture and television interests for Content Partners, LLC, a $125
million investment in a $1.75 billion oil and gas fund for a state
pension fund, the representation of Firestorm Capital, LLC in and
the structuring and formation of a new $200 million public
equities hedge fund, and the acquisition of the landmark
Robinson's May site located at 9900 Wilshire Boulevard in Beverly
Hills for $150 million.

Matthew has a broad multi-disciplinary practice that involves
representation of clients across numerous industries, representing
companies in corporate finance transactions, including public and
private securities offerings of equity and debt, venture capital
investments, initial and secondary public offerings, and asset-
based lending and borrowing.  He is a member of the Board of
Trustees of the Los Angeles Ronald McDonald House.  He has been
selected as a Southern California Rising Star by Super Lawyers
magazine for the years of 2006, 2007, 2008, 2010 and 2011. Most
recently, he was selected for the Los Angeles Business Journal's
2011 Special Report, "Who's Who in Los Angeles Law."

                       About M&A Advisor

The M&A Advisor, renowned globally for its recognition and
presentation of leading M&A, financing and turnaround
professionals, created this recognition awards program to promote
mentorship and professional development amongst the emerging
business leaders.

                       About Allen Matkins

Allen Matkins Leck Gamble Mallory & Natsis LLP, founded in 1977,
is a California-based law firm with approximately 220 attorneys
with offices in four major metropolitan areas of California: Los
Angeles, Orange County, San Francisco and San Diego.  The firm's
core specialties include bankruptcy and creditors' rights,
construction, corporate and securities, employment and labor law,
environmental, intellectual property, joint ventures, land use,
natural resources, real estate, real estate finance, taxation, and
dispute resolution and litigation in all these matters.


* BOND PRICING -- For Week From April 16 to 20, 2012
----------------------------------------------------

  Company           Coupon   Maturity  Bid Price
  -------           ------   --------  ---------
AMBAC INC            9.375   8/1/2011  16.250
AMBAC INC            9.500  2/15/2021  17.250
AMBAC INC            7.500   5/1/2023  17.001
AMBAC INC            6.150   2/7/2087   0.250
AES EASTERN ENER     9.000   1/2/2017  24.000
AGY HOLDING COR     11.000 11/15/2014  36.000
AHERN RENTALS        9.250  8/15/2013  61.250
ALION SCIENCE       10.250   2/1/2015  49.500
AMER GENL FIN        5.200  5/15/2012  97.000
AMR CORP             9.000   8/1/2012  42.000
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  49.500
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  85.800
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  16.875
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  30.250
EASTMAN KODAK CO     7.000   4/1/2017  31.000
EASTMAN KODAK CO     9.950   7/1/2018  27.251
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  32.500
GMX RESOURCES        5.000   2/1/2013  73.936
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  15.200
HAWKER BEECHCRAF     8.875   4/1/2015  12.000
HAWKER BEECHCRAF     9.750   4/1/2017   3.000
HOS-CALL04/12        6.125  12/1/2014 100.650
JBPOIN-CALL05/12     8.750  3/15/2014 100.000
KV PHARM            12.000  3/15/2015  55.000
QUICKSILVER RES      1.875  11/1/2024  97.703
LEHMAN BROS HLDG     0.250   9/6/2012  22.000
LEHMAN BROS HLDG     1.000   9/7/2012  22.000
LEHMAN BROS HLDG     0.250  12/8/2012  22.000
LEHMAN BROS HLDG     0.250  12/8/2012  22.000
LEHMAN BROS HLDG     1.000  12/9/2012  22.000
LEHMAN BROS HLDG     1.500  3/29/2013  22.000
LEHMAN BROS HLDG     1.000 10/17/2013  22.000
LEHMAN BROS HLDG     0.250 12/12/2013  22.000
LEHMAN BROS HLDG     0.250  1/26/2014  22.000
LEHMAN BROS HLDG     1.250   2/6/2014  22.000
LEHMAN BROS HLDG     1.000  3/29/2014  22.000
LEHMAN BROS HLDG     1.000  8/17/2014  22.000
LEHMAN BROS HLDG     1.000  8/17/2014  22.000
LEHMAN BROS INC      7.500   8/1/2026  10.250
LIFECARE HOLDING     9.250  8/15/2013  68.936
MASHANTUCKET PEQ     8.500 11/15/2015  10.300
MF GLOBAL LTD        9.000  6/20/2038  37.250
MANNKIND CORP        3.750 12/15/2013  54.500
NETWORK EQUIPMNT     7.250  5/15/2014  40.000
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  32.142
POWERWAVE TECH       3.875  10/1/2027  33.458
POWERWAVE TECH       3.875  10/1/2027  31.500
REDDY ICE HLDNGS    10.500  11/1/2012  56.000
REDDY ICE CORP      13.250  11/1/2015  29.000
REAL MEX RESTAUR    14.000   1/1/2013  46.000
RESIDENTIAL CAP      6.500  4/17/2013  33.500
RESIDENTIAL CAP      6.875  6/30/2015  47.470
THORNBURG MTG        8.000  5/15/2013   6.000
TOUSA INC            9.000   7/1/2010  20.000
TOUSA INC            9.000   7/1/2010  21.000
TRAVELPORT LLC      11.875   9/1/2016  32.500
TRAVELPORT LLC      11.875   9/1/2016  33.000
TIMES MIRROR CO      7.250   3/1/2013  40.000
TRIBUNE CO           5.250  8/15/2015  35.750
TRICO MARINE         3.000  1/15/2027   0.750
TRICO MARINE         3.000  1/15/2027   0.031
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  21.250
TEXAS COMP/TCEH     10.250  11/1/2015  20.875
TEXAS COMP/TCEH     10.250  11/1/2015  21.500
TEXAS COMP/TCEH     15.000   4/1/2021  30.000
USEC INC             3.000  10/1/2014  40.500
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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***