TCR_Public/110518.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, May 18, 2011, Vol. 15, No. 136

                            Headlines

207 REDWOOD: Disclosures Hearing Postponed to Aug. 17
3900 BISCAYNE: Miami Television Studio Files for Chapter 11
ALBAUGH INC: Fitch Maintains Issuer Default Rating at 'B+'
ALIN PARTY: Case Summary & 20 Largest Unsecured Creditors
ALPHA NATURAL: S&P Rates $1.5-Bil. Sr. Unsecured Notes  at 'BB'

AMBAC FIN'L: Proposes to Assume And Assign Kingston Lease
AMBASSADORS INT'L: Committee Taps Bifferato as Delaware Counsel
AMBASSADORS INT'L: Committee Taps Lowenstein Sandler as Co-Counsel
ASURION CORP: S&P Assigns 'B+' Counterparty Credit Rating
AXION INTERNATIONAL: Presented at MDB Capital Bright Conference

BANKUNITED FIN'L: Section 341(a) Meeting Scheduled for June 6
BANKUNITED FIN'L: Proposes Bast Amron as Special Counsel
BANNING LEWIS: Colorado Springs Objects to Auction
BION ENVIRONMENTAL: Incurs $1.99-Mil. Net Loss in March 31 Qtr.
BLENKO GLASS: Garnishment of Funds Prompt Bankruptcy Filing

BLENKO GLASS: Case Summary & 20 Largest Unsecured Creditors
BOURBON SALOON: Case Summary & 20 Largest Unsecured Creditors
BOWE BELL + HOWELL: Sets May 31 Auction for Business
BRIGHAM EXPLORATION: Moody's Assigns Caa1 Rating to New Notes
BRIGHAM EXPLORATION: S&P Rates $250MM Sr. Unsec. Notes at 'CCC+'

CARIBE MEDIA: U.S. Trustee Unable to Form Committee
CENTENE CORP: Moody's Rates Senior Notes at Ba2; Outlook Stable
CENTENE CORP: S&P Gives 'BB' Rating on $250MM Sr. Unsecured Notes
CENTER COURT: Taps Martin D. Gross as Counsel
CHARLESTON ASSOCIATES: Wants Plan Exclusivity Until June 29

CHARLESTON ASSOCIATES: Taps Neal Wolf as Counsel
CHINA TEL GROUP: Tay Lee Discloses 16.4% Equity Stake
CHINA TEL GROUP: George Alvarez Discloses 50% Equity Stake
CIRCUS AND ELDORADO: Moody's Doubts Ability to Refinance Debt
CITGO PETROLEUM: Fitch Affirms 'B+' Issuer Default Rating

CMB III: U.S. Trustee, Union Fidelity Object to Plan
COKAS DIKO: Vows to Exit Chapter 11 as More Robust Business
COVENTRY HEALTH: Moody's Reviews Ba1 Senior Debt Rating
DALPHIS HOLDING: Voluntary Chapter 11 Case Summary
DONNELLEY & SONS: S&P Lowers Corporate Credit Rating to 'BB+'

E*TRADE FINANCIAL: S&P Rates $435MM Sr. Unsecured Notes at 'B-'
EARTHLINK INC: S&P Assigns 'B' Corporate Credit Rating
EAST AHM: Case Summary & 20 Largest Unsecured Creditors
ELDORADO RESORTS: Moody's Assigns 'B2' CFR; Outlook Stable
ELDORADO RESORTS: S&P Assigns Prelim. 'B+' Corp. Credit Rating

ELITE PHARMACEUTIALS: Wistar Morris Holds 21.09% Equity Stake
EMISPHERE TECHNOLOGIES: Says Cash to Last Only Until June
ENEA SQUARE: Section 341(a) Meeting Scheduled for June 6
ENERGIZER HOLDINGS: S&P Says Credit Measures Closer to 'BB' Rating
EXIDE TECHNOLOGIES: Settles Ch. 11 Suit With Ansell For $2.7M

EXIDE TECHNOLOGIES: Reaches Deal with Tonolli Committee
FINANCIAL GUARDIAN: Case Summary & 3 Largest Unsecured Creditors
FIRST FEDERAL: Bear State Discloses 94.6% Equity Stake
FONAR CORP: Reports $1.18-Mil. Net Income in Fiscal 3rd Quarter
FONAR CORP: Regains Compliance With All NASDAQ Listing Standards

FORUM HEALTH: Court Disapproves Plan Outline for Committee's Plan
GARDNER DENVER: S&P Affirms 'BB' Corporate Credit Rating
GENERAL MARITIME: Sees $82.5MM Vessel Operating Expenses for 2011
GENERAL MARITIME: Registers 7.50MM Shares Under Incentive Plan
GENWORTH MORTGAGE: S&P Lowers Underlying Ratings on CaHLIF Bonds

GIBSON ENERGY: Moody's Affirms B1 Corporate Family Rating
GLC LIMITED: Files Schedules of Assets & Liabilities
GLOBAL CAPACITY: Completes Sale of All Assets to Pivotal Group
GRADY INVESTMENT: Court Orders Real Estate to be Sold at Auction
GRAMERCY PARK: Files Sale-Based Chapter 11 Plan

GRAMERCY PARK: Proposes Alchemy-Led Auction for Assets
GREYSTONE PHARMACEUTICALS: Plan to Pay Unsecureds in 9 Years
GULF SOUTH: Case Summary & 20 Largest Unsecured Creditors
GULFSTREAM INT'L: Victory Park Completes Purchase of Business
HAMPTON ROADS: Promotes C. Parker to Pres. Outer Banks Market

HARRY & DAVID: Court Approves $300 Million Financial Bailout
HEARUSA, INC: Files for Chapter 11 to Sell Assets to Demant
HEARUSA, INC: Case Summary & 20 Largest Unsecured Creditors
HYMAN FAMILY: Shuts Down Two Susie's Deals Stores in Anaheim
JBS SA:  Fitch Affirms Issuer Default Rating at 'BB-'

JBS USA: Moody's Assigns Ba3 Rating to Sr. Secured Term Loan
JEVIC TRANS: Settles Preference Claims With Schneider, Caterpillar
JILL CHAMBER: Campaign Fund Exposed to Creditors
JONATHAN DUEA: Files for Chapter 11 Bankruptcy Protection
KENNER DERMATOLOGY: Case Summary & 6 Largest Unsecured Creditors

KIK CUSTOM: S&P Raises Long-Term Corporate Credit Rating to 'B-'
KINDRED HEALTHCARE: Moody's Rates Senior Note Offering at B3
KINDRED HEALTHCARE: S&P Gives 'B-' Rating on $550MM Sr. Notes
KT SPEARS: Sec. 341 Creditors' Meeting Set for June 2
KUAKINI HEALTH: Moody's Affirms Ba1 Bond Rating; Outlook Stable

LEGEND HOMES: Broker Has Mystery Buyer for Witham Oaks
LOMBARD PUBLIC: S&P Removes 'B-' Rating on Bonds From Watch Pos.
MAJESTIC CAPITAL: Wants to Hire Genova & Malin as Local Counsel
MAJESTIC CAPITAL: Wants to Hire Day Seckler as Financial Advisors
MAJESTIC CAPITAL: Taps Michelman & Robinson as Special Counsel

METROPARK USA: GA Keen Realty Advisors Selected to Market Ex-Sites
METROPARK USA: Seeks to Employ Cooley LLP as Bankruptcy Counsel
METROPARK USA: May 23 Final Hearing on Cash Collateral Motion Set
MICA REAL ESTATE: Case Summary & 3 Largest Unsecured Creditors
MICROBILT CORP: Section 341(a) Meeting Scheduled for June 16

MICROBILT CORP: Court OKs Lowenstein Sandler as Counsel
MICROBILT CORP: Court OKs Maselli Warren as Special Counsel
MIDWEST THEATRES: June Auction Will Not Disrupt Operations
MMRGLOBAL INC: Unregistered Sales of Securities Exceed Threshold
MORRISON BROTHERS: Voluntary Chapter 11 Case Summary

NATHAN REUTER: Contests $2-Mil. Ruling at Court of Appeals
NEIMAN MARCUS: Moody's Upgrades Corporate Family Rating to B2
NEW GRANGE: Case Summary & 23 Largest Unsecured Creditors
NORDQUIST SIGN: Assets Bought by Platinum Group From Lender
ORDWAY RESEARCH: Taps JC Jones as Financial Advisors

ORDWAY RESEARCH: May 25 Hearing on Use of KeyBank Cash Collateral
PARK LANE: Involuntary Chapter 11 Case Summary
PATIENT SAFETY: Registers 31.7-Mil. Shares for Resale
PEABODY ENERGY: Fitch Affirms 'BB+' Issuer Default Rating
PEREGRINE DEVELOPMENT: Sec. 341 Creditors' Meeting on June 3

PERKINS & MARIE: Inks Forbearance, In Talks with Noteholders
PETROFLOW ENERGY: Court OKs Buy Out & Settlement of Legal Matters
PHILLIPS RENTAL: Can Use Banks' Cash Collateral Until June 10
PRIMEDIA INC: Moody's Says Ratings Unaffected by LBO Announcement
PROJECT EAST: Case Summary & 18 Largest Unsecured Creditors

RANDAZZO PROPERTY: Voluntary Chapter 11 Case Summary
RANDOLPH PROPERTIES: Hearing on Key Issues Continued to June 14
REGAL ENTERTAINMENT: Incurs $23.7-Mil. Net Loss in First Quarter
R.R. DONNELLEY: Moody's Downgrades Debt Rating to 'Ba1'
SAND HILL: CNH Capital and Towmeys Object to Plan Outline

SATISFIED BRAKE: Files Chapter 15 Petition in Kentucky
SATISFIED BRAKE: Chapter 15 Case Summary
SCOVILL FASTENERS: Global Equity-Led Auction Set for June 8
SHAMROCK-SHAMROCK: 70 Fla. Real Estate Parcels in Chapter 11
SOUTHLAKE AVIATION: Wants to Dismiss Chapter 11 Case

SRAM CORP: Moody's Rates 1st Lien Credit Facility at 'Ba2'
SRAM LLC: S&P Affirms 'B+' Corporate Credit Rating
STEM INT'L: Files for Chapter 11 Bankruptcy Protection
STRATEGIC AMERICAN: Provides Update on Reserve & April Production
SUFFOLK REGIONAL OTB: Files Plan, Faces Chapter 9 Challenge

SUSTAINABLE ENVIRONMENTAL: Amends Sept. 30 Quarterly Report
TENNCO FOOD: Case Summary & 20 Largest Unsecured Creditors
TEREX CORP: Moody's Affirms B2 Rating; Outlook Changed to Negative
TIM BLIXSETH: To Seek Dismissal of Involuntary Case Today
TOYS R US DELAWARE: S&P Keeps Rating on $400MM Term Loan at 'BB-'

TX BLACKHORSE: Secured Creditors to Be Paid Over Time
U.S. POSTAL: Warns It Could Become Insolvent
VALLEJO, CA: May Beat Bankruptcy by July, Officials Say
VERIFONE INC: Moody's Upgrades CFR to Ba3; Outlook Positive
VIVAKOR INC: Terminates MOU to Merge with Resolution Biomedical

WATERSCAPE RESORT: Files Plan to Pay Creditors After Hotel Sale
WAVE SYSTEMS: Incurs $2.25 Million Net Loss in 1st Quarter
WESLEY ENHANCED: Fitch Downgrades L-T Rating to 'BB'
WESTMORELAND COAL: Incurs $18.7-Mil. First Quarter Net Loss
WOLF MOUNTAIN: ASC Utah Seeks Dismissal of Chapter 11 Filing

* 60-Day Limit for Direct Appeal is Jurisdictional
* Judge Posner Rules Against IRS on Tax Lien Rent Priority

* Upcoming Meetings, Conferences and Seminars


                            *********


207 REDWOOD: Disclosures Hearing Postponed to Aug. 17
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland has granted
the motion of 207 Redwood LLC for the second extension of its
exclusive solicitation period by 60 days, or until June 2, 2011,
and the postponement of the hearing to consider of the approval of
the disclosure statement explaining its Plan of Reorganization to
Aug. 17, 2011, at 10:00 a.m.

As reported in the TCR on April 25, 2011, the Debtor said it needs
the extension to conclude negotiations with its secured lender, RL
BB Financial LLC and other parties-in-interests, on a consensual
resolution of the Chapter 11 case.

As reported in the TCR on March 17, 2011, under the Plan, holders
of Interests in the Debtor will not receive or retain anything on
account of their Interests, and their Interests will be canceled
and extinguished as of the Effective Date.

The Debtor's largest secured creditor, RL BB Financial, will be
paid 100% of its allowed Secured Claim over time.

Harbor Hotel Developers LLC, as the New Investor, will acquire the
equity interests of the Reorganized Debtor in consideration for
funding the Plan and will make all distributions under the Plan.
All property of the Debtor's Estate not otherwise specifically
treated under the Plan will become Reorganized Debtor's property.

Claims held by the Debtor's creditors will be paid from (a) income
generated by the Reorganized Debtor or (b) additional capital
provided by the New Investor.  Moreover, funds needed to finish
renovations of the Property and to operate the Property will be
paid by the New Investor.

A full-text copy of the Disclosure Statement is available at no
charge at http://bankrupt.com/misc/207REDWOOD_DS.pdf

                      About 207 Redwood

Columbia, Maryland-based 207 Redwood LLC filed for Chapter 11
protection (Bankr. D. Md. Case No. 10-27968) on Aug. 6, 2010.
James A. Vidmar, Jr., Esq., and Lisa Yonka Stevens, Esq., at
Logan, Yumkas, Vidmar & Sweeney LLC, in Annapolis, Md., assist the
Debtor in its restructuring effort.  In its amended schedules, the
Debtor disclosed $14,500,000 in assets and $24,097,109 in
liabilities as of the Petition Date.


3900 BISCAYNE: Miami Television Studio Files for Chapter 11
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of part of the site for the studios of
television station WLBW in Miami filed for Chapter 11 protection,
owing $10.8 million on a mortgage with Branch Banking & Trust Co.
The petition by 3900 Biscayne LLC says the property is valued at
$13.5 million.  The property, at 3900 Biscayne Boulevard in Miami,
generated $795,000 in revenue in 2010.

3900 Biscayne, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 11-22948) on May 12, 2011, in Miami.  Peter D. Russin,
Esq., at Meland Russin & Budwick, P.A., in Miami, Florida,
represents the Debtor in its Chapter 11 effort.  The Debtor
disclosed $14,857,484 in total assets and $13,691,533 in total
liabilities as of the Chapter 11 filing.

A case summary for 3900 Biscayne is in the May 16, 2011 edition of
the Troubled Company Reporter.


ALBAUGH INC: Fitch Maintains Issuer Default Rating at 'B+'
----------------------------------------------------------
Fitch Ratings has withdrawn the rating for Albaugh, Inc.'s
(Albaugh) planned $300 million senior unsecured notes issuance.
The company has postponed the issuance of the notes until further
notice.

Fitch maintains Albaugh's Issuer Default Rating (IDR) at 'B+' and
the rating for the senior secured credit facilities at 'BB+/RR1'.
The Outlook for the Ratings is Stable.


ALIN PARTY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Alin Party Supply Co.
        dba Party Depot
        dba Alin's Party Depot
        dba Halloween America
        6493 Magnolia Ave.
        Riverside, CA 92506

Bankruptcy Case No.: 11-25804

Chapter 11 Petition Date: May 13, 2011

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Wayne E. Johnson

Debtor's Counsel: Krikor J Meshefejian, Esq.
                  Ron Bender, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd., Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: kjm@lnbrb.com
                          rb@lnbrb.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/cacb11-25804.pdf

The petition was signed by Dennis Fitzgerald and Bernard E. Lyons,
Jr., Co-Chief Executive Officers.


ALPHA NATURAL: S&P Rates $1.5-Bil. Sr. Unsecured Notes  at 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to U.S. coal producer Alpha Natural
Resources Inc.'s proposed $1.5 billion senior unsecured notes. The
'3' recovery rating indicates an expectation of meaningful (50%-
70%) recovery in the event of a payment default. The rating is on
CreditWatch with negative implications.

Standard & Poor's outstanding ratings on Alpha Natural Resources
Inc. ('BB' corporate credit rating) remain on CreditWatch with
negative implications, where the agency placed them on Jan. 31,
2011, following the announcement that Alpha planned to acquire
Massey Energy Co. "Proceeds from the proposed issuance will go
toward financing the acquisition, and the notes rating will
stay on CreditWatch until it is complete," said Standard & Poor's
credit analyst Maurice Austin. Also, the ratings on Massey Energy
Co. ('BB-' corporate credit rating) remain on CreditWatch with
developing implications, where the agency placed them on Oct. 19,
2010, on the news that Massey was exploring strategic business
options.

The continued CreditWatch listing of both Alpha and Massey
reflects the pending acquisition, valued at approximately $8.5
billion, which Alpha expects to finance with a combination of
equity, debt, and balance sheet cash. Subject to shareholder
approval, the deal is expected to close by June 2011.

If the acquisition is completed and financed as currently
expected, Standard & Poor's expects to affirm Alpha's 'BB'
corporate credit rating with a negative outlook, and withdraw its
corporate credit rating on Massey. "The anticipated affirmation
reflects our view that currently strong met coal prices will
likely support Alpha's ability to maintain healthy pro forma
credit metrics in at least the next 12 months, but significant
debt levels, the risks associated with the integration of an
acquisition of this size, and high ongoing capital
spending requirements remain key credit factors in our
assessment," Mr. Austin
said.

"The anticipated negative rating outlook reflects our view that a
transaction of this size is somewhat aggressive for Alpha and
presents inherent execution risks, despite Alpha's pro forma
credit measures being in line with the rating given our view of
its fair business risk profile," he continued.

Following the acquisition, Alpha will become the U.S.'s third-
largest coal producer and the largest producer of metallurgical
coal (often referred to as met coal). Pro forma for the
transaction, Alpha will produce approximately 120 million tons of
coal annually and operate more than 155 mines distributed among
the three major coal regions of Central Appalachia (CAPP),
Northern Appalachia (NAPP), and the Powder River Basin (PRB). The
acquisition of Massey adds about 2.5 billion tons of reserves
overall.


AMBAC FIN'L: Proposes to Assume And Assign Kingston Lease
---------------------------------------------------------
In July 2005, Ambac Financial Group, Inc. and Ulster Acquisitions
I LLC entered into a lease for non-residential real property
located at the Hudson Valley Business Center, at 701 Grant
Avenue, Kingston, in Ulster County, New York.  The Debtor and its
subsidiaries, including Ambac Assurance Corporation, utilize the
Leased Premises for all of their electronic data back-up and
storage needs.  The Kingston Lease will expire on September 30,
2019.

Allison H. Weiss, Esq., at Dewey & LeBoeuf LLP, in New York,
states that if the Debtor was to simply assume the Kingston
Lease, it would be saddled with the obligation to pay rent on the
Leased Premises through September 30, 2019, regardless of its
future needs.  However, if the Debtor was to reject the Kingston
Lease, the Debtor and all of its subsidiaries would have to incur
the expense and burden of having to immediately locate and move
into a new electronic data storage and backup facility, she
points out.

Accordingly, the Debtor, AAC and Ulster Acquisitions entered into
a Lease Assignment, Assumption and Amendment Agreement, which
provides for the modification of the term of the Kingston Lease
to be conterminous with the expiration of AAC's lease of a
property commonly known as One State Street Plaza, New York, and
the assignment of the Kingston Lease, as amended, to AAC.

By this motion, the Debtor seeks the Court's permission to assume
and assign the Lease Assignment, Assumption and Amendment
Agreement, a full-text copy of which is available for free at:

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

The Debtor intends to cure the outstanding arrearage on the
Kingston Lease by paying all outstanding prepetition rent for the
period Nov. 1 through 8, 2010, as well as amounts due for
utilities for the period Aug. 2, 2010 through Nov. 8, 2010,
totaling $10,552.  As assignee, AAC would be responsible for the
entire monthly rental payment and will be responsible for the
future performance required pursuant to the Kingston Lease.  The
Debtor will continued to pay a portion of the monthly rental
payment to AAC, pursuant to the cost-allocation agreement between
the Debtor and AAC, commensurate with the square footage of the
Leased Premises the Debtor utilizes for its electronic data back-
up and storage needs.

The Court will consider the Debtor's request on May 25, 2011.
Objections are due no later than May 18.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed $30.05 billion in total assets,
$31.47 billion in total liabilities, and a $1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of ($394.5 million) and total liabilities of
$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about $1.62 billion.

Peter A. Ivanick, Esq., Allison H. Weiss, Esq., and Todd L.
Padnos, Esq., at Dewey & LeBoeuf LLP, serve as the Debtor's
bankruptcy counsel.  The Blackstone Group LP is the Debtor's
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.


AMBASSADORS INT'L: Committee Taps Bifferato as Delaware Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Ambassadors International Inc., et al., asks the U.S.
Bankruptcy Court for the District Of Delaware for permission to
retain Bifferato Gentilotti LLC as its Delaware counsel.

Bifferato Gentilotti will, among other things:

   a) assist the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the Debtors,
      the operation of the Debtors' businesses, potential claims,
      and any other matters relevant to the cases or to the
      formulation of a plan of reorganization;

   b) participate in the formulation of a Plan; and

   c) assist the Committee in requesting the appointment of a
      trustee or examiner, if the action be necessary.

The hourly rates of Bifferato Gentilotti's personnel are:

     Members/Counsel/Associates          $275 - $345
     Paralegals/Legal Assistants         $150 - $195

To the best of the Committee's knowledge, Bifferato Gentilotti is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

The Committee set a May 18, 2011, hearing for its requested
retention of Bifferato Gentilotti.

                 About Ambassadors International

Headquartered in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts.  Carrying
148 to 312 guests, the luxurious ships of Windstar cruise to
nearly 50 nations, calling at 100 ports throughout Europe, the
Caribbean and the Americas.

Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011, to sell Windstar Cruises to Whippoorwill Associates
Inc. for $40 million, absent higher and better bids at a
bankruptcy auction.  The Company disclosed $139,134,758 in assets
and $63,555,929 in liabilities as of the chapter 11 filing.

The Company's subsidiaries organized outside the United States are
not debtors in the Chapter 11 cases, nor are they parties to any
insolvency or reorganization proceedings in their home
jurisdictions.

Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq.,
at Richards, Layton & Finger, serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor.  Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
Attorneys at Lowenstein Sandler PC and Bifferato Gentilotti LLC
serve as counsel to the Official Committee of Unsecured Creditors.


AMBASSADORS INT'L: Committee Taps Lowenstein Sandler as Co-Counsel
------------------------------------------------------------------
The official committee of unsecured creditors of Ambassadors
International, Inc., et al., seeks permission from the U.S.
Bankruptcy Court for the District of Delaware to retain Lowenstein
Sandler PC as its co-counsel, effective as of April 13, 2011.

Lowenstein Sandler will, among others:

  a) provide legal advice as necessary with respect to the
     Committee's powers and duties as an official committee
     appointed under 11 U.S.C. Section 1102;

  b) assist the Committee in investigating the acts, conduct,
     assets, liabilities, and financial condition of the Debtors,
     the operation of the Debtors' business, potential claims, and
     any other matters relevant to the cases or to the formulation
     of a plan of reorganization;

  c) participate in the formulation of a Plan; and

  d) provide legal advice as necessary with respect to any
     disclosure statement and Plan filed in this case and with
     respect to the process for approving or disapproving
     disclosure statements and confirming or denying confirmation
     of a Plan.

John K. Sherwood, Esq., a member of Lowentein Sandler, assures the
Bankruptcy Court that the firm represents no other entity in
connection with these cases, is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code, and
does not hold or represent any interest adverse to the Committee
with respect to the matters upon which it is to be employed.

Lowenstein Sandler's hourly rates are as follows:

     Partners             $440 - $825
     Senior Counsel       $390 - $575
     Counsel              $340 - $575
     Associates           $235 - $450
     Legal Assistants     $145 - $215

                 About Ambassadors International

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

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

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

Bifferato Gentilotti is the official committee of unsecured
creditors' Delaware Counsel.

At Dec. 31, 2010, the Company's consolidated balance sheet showed
$80.26 million in total assets, $87.64 million in total
liabilities, and a stockholders' deficit of $7.38 million.


ASURION CORP: S&P Assigns 'B+' Counterparty Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' counterparty
credit rating on Nashville, Tenn.-based Asurion Corp. The outlook
is stable. "At the same time, we assigned our proposed 'B+' senior
secured debt rating on Asurion's $3.47 billion senior credit
facility, which consists of a $2.48 billion first-lien term loan
and a $100 million revolving credit line. We also assigned our 'B-
' subordinated debt rating on the company's $990 million second-
lien term loan," S&P stated.

"The recovery rating on the company's first-lien term loan and
revolving credit facility is '3', indicating our expectation for
meaningful (50%-70%) recovery for lenders in the event of a
payment default. The recovery rating on the company's second-lien
term loan is '6', indicating our expectation for negligible (0%-
10%) recovery for lenders in the event of a payment default," S&P
continued.

"The 'B+' counterparty credit rating reflects Asurion's
significant leverage and fluctuating credit metrics -- resulting
in a leveraged balance sheet, which, in addition to the company's
financial management strategy, are weaknesses to the rating," said
Standard & Poor's credit analyst Polina Chernyak. Asurion's
dependence on new subscribers and contract renewals could
challenge the sustainability of its leading competitive position,"
S&P noted.

"Offsetting these weaknesses are Asurion's operating performance,
which is a key strength to the rating, as well as its cash
generating capabilities--as measured by revenue and EBITDA--
despite difficult market conditions, which support the company's
deleveraging capabilities," said Ms. Chernyak.

In addition, Asurion has a well-integrated and effective business
model and an experienced and knowledgeable management team with a
long and effective track record in the handset protection
industry.

Asurion is one of the largest global technology protection
companies focusing on the telecommunication industries. It
provides handset protection to millions of customers globally.


AXION INTERNATIONAL: Presented at MDB Capital Bright Conference
---------------------------------------------------------------
Axion International Holdings, Inc., announced at its Investor
Presentation at the MDB Capital Bright Lights Conference that the
Company has increased its sales pipeline as a result of new
strategic growth initiatives and that it has proposals in the
quotation development phase of $31 million, in the review and
negotiation phase of $12.8 million and as previously disclosed,
contracts for $18.5 million, all over an upcoming three year
period as of May 9, 2011.

Steve Silverman, the Company's President and CEO, also provided
information that Axion will consider deploying joint ventures to
leverages technology across multiple segments and geography,
increase its speed to market, accelerate earnings potential and
allow for corporate structure versatility.

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

As reported by the TCR on May 6, 2011, RBSM LLP, in New York,
expressed substantial doubt about Axion International's ability to
continue as a going concern, following its audit of the Company's
balance sheet as of Dec. 31, 2010, and the related consolidated
statements of operations, stockholders' equity (deficit), and cash
flows for the three month period ended Dec. 31, 2010.  The
independent auditors noted that the Company has incurred
significant operating losses in the current year and also in the
past.

The Company's balance sheet at Dec. 31, 2010, showed $1.3 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $864,272.


BANKUNITED FIN'L: Section 341(a) Meeting Scheduled for June 6
-------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of
BankUnited Financial Corp.'s creditors on June 6, 2011, at 11:30
a.m. at 51 SW First Ave Room 1409, Miami.

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

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

                    About BankUnited Financial

BankUnited Financial Corp. (OTC: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

BankUnited Financial and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on
May 22, 2009.  Stephen P. Drobny, Esq., and Peter Levitt, Esq., at
Shutts & Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman,
Esq., at Greenberg Traurig, LLP; and Michael C. Sontag, at Camner,
Lipsitz, P.A., serve as the Debtors' bankruptcy counsel.  Corali
Lopez-Castro, Esq., David Samole, Esq., at Kozyak Tropin &
Throckmorton, P.A.; and Todd C. Meyers, Esq., at Kilpatrick
Stockton LLP, serve as counsel to the official committee of
unsecured creditors.

In its bankruptcy petition, BankUnited Financial disclosed
$37,729,520 in assets against $559,740,185 in debts.  Aside from
those assets, BankUnited Financial said that a "valuable" asset is
its $3.6 billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited Financial
estimated the Bank of New York claim tied to convertible
securities at $184 million.  U.S. Bank and Wilmington Trust are
owed $120 million and $118.171 million on account of senior notes.

As reported in the Troubled Company Reporter on Nov. 25, 2010,
BankUnited Financial Corp. filed a Chapter 11 plan premised upon a
cash infusion by a new investor, who in turn will receive 21% of
the new common stock plus preferred stock.  The cash infusion will
be used to make cash distributions under the Plan, with the
remaining amount for working capital.


BANKUNITED FIN'L: Proposes Bast Amron as Special Counsel
--------------------------------------------------------
BankUnited Financial Corp., BankUnited Financial Services
Incorporated, and CRE America Corporation seek permission from the
U.S. Bankruptcy Court for the District of Florida to employ and
retain Bast Amron LLP as its special counsel.

During its retention, Bast Amron's employment will be limited to
the investigation, analysis and, if advisable, pursuit of
avoidance of actions, other than those avoidance which the
Committee has obtained standing to pursue.  Accordingly, the
services to be performed by Bast Amron will not be duplicative of
any bankruptcy-related work performed by BankUnited Financial's
general counsel, Greenberg Traurig, P.A., or by the Committee's
counsel.  Likewise, Bast Amron will coordinate with BankUnited
Financial's other professionals to ensure the its services are, to
the maximum extent possible, complimentary to other professional's
services.

Bast Amron will charge the Debtors' estates in accordance with its
customary hourly rates.  The firm's hourly rates are:

      Personnel                  Hourly Rate
      ---------                  ----------
      Brett M. Amron, Esq.       $410
      Richard Lubliner, Esq.     $325
      John Eder, Esq.            $245
      Angelica Fiorentino        $195
      Jane de Pina               $165

                    About BankUnited Financial

BankUnited Financial Corp. (OTC: BKUNQ) --
http://www.bankunited.com/-- was the holding company for
BankUnited FSB, the largest banking institution headquartered in
Coral Gables, Florida.  On May 21, 2009, BankUnited FSB was closed
by regulators and the Federal Deposit Insurance Corporation
facilitated a sale of the bank to a management team headed by John
Kanas, a veteran of the banking industry and former head of North
Fork Bank, and a group of investors led by W.L. Ross & Co.
BankUnited, FSB, had assets of $12.8 billion and deposits of
$8.6 billion as of May 2, 2009.

BankUnited Financial and its affiliates filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 09-19940) on
May 22, 2009.  Stephen P. Drobny, Esq., and Peter Levitt, Esq., at
Shutts & Bowen LLP; Mark D. Bloom, Esq., and Scott M. Grossman,
Esq., at Greenberg Traurig, LLP; and Michael C. Sontag, at Camner,
Lipsitz, P.A., serve as the Debtors' bankruptcy counsel.  Corali
Lopez-Castro, Esq., David Samole, Esq., at Kozyak Tropin &
Throckmorton, P.A.; and Todd C. Meyers, Esq., at Kilpatrick
Stockton LLP, serve as counsel to the official committee of
unsecured creditors.

In its bankruptcy petition, BankUnited Financial disclosed
$37,729,520 in assets against $559,740,185 in debts.  Aside from
those assets, BankUnited Financial said that a "valuable" asset is
its $3.6 billion net operating loss carryforward.

Wilmington Trust Co., U.S. Bank, N.A., and the Bank of New York
were listed among the company's largest unsecured creditors in
their roles as trustees for security issues.  BankUnited Financial
estimated the Bank of New York claim tied to convertible
securities at $184 million.  U.S. Bank and Wilmington Trust are
owed $120 million and $118.171 million on account of senior notes.

As reported in the Troubled Company Reporter on Nov. 25, 2010,
BankUnited Financial Corp. filed a Chapter 11 plan premised upon a
cash infusion by a new investor, who in turn will receive 21% of
the new common stock plus preferred stock.  The cash infusion will
be used to make cash distributions under the Plan, with the
remaining amount for working capital.


BANNING LEWIS: Colorado Springs Objects to Auction
--------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Banning Lewis Ranch will face opposition from the City of Colorado
Springs at the hearing to approve sale and auction procedures.
Colorado Springs contends the property can't be sold free of
obligations under agreements with the city requiring the
construction of infrastructure and public safety facilities for
police and fire protection.  The objection, unless resolved, will
require the bankruptcy judge in Delaware to decide what's a so-
called covenant running with the land that would become binding on
any owner of the property.  The city said the sale has the "very
real prospect" of causing development of the project to halt.  The
city also contends the sale will "result in no recovery for
unsecured creditors."

The Court will convene a hearing on the auction procedures on
May 18.  If the schedule is approved, bidders will have until June
23 to submit bids; an auction will be held June 28 if competing
bids are submitted; and the Court will convene the sale hearing on
June 29.  Closing of the sale is expected June 30.

According to Mr. Rochelle, the parent company's assets would be
sold in a separate transaction in return for forgiveness of
financing for the Chapter 11 case and assumption of a modified
term loan with KeyBank NA.  The purchasers are Greenfield BLR
Finance Partners LP and DBL Investors LLC.

                        About Banning Lewis

Banning Lewis Ranch Co. is the owner of the undeveloped portion of
a 21,000-acre ranch in Colorado Springs, Colo.   Banning Lewis
Ranch is a master-planned community in Colorado Springs, Colorado.
The first section built, the 350-acre Northtree Village, opened in
September 2007 and will have 1,000 homes priced from the high
$100,000s to the mid-$300,000s.

Banning Lewis Ranch filed for Chapter 11 bankruptcy protection
from creditors (Bankr. D. Del. Case No. 10-13445) on Oct. 28,
2010.  It estimated assets of $50 million to $100 million and
debts of $100 million to $500 million in its Chapter 11 petition.

An affiliate, Banning Lewis Ranch Development I & II, LLC, also
filed for Chapter 11 (Bankr. D. Del. Case No. 10-13446).

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as counsel
to the Debtors.  Edward A. Phillips of Eisner Amper LLP has been
retained as the Company's chief restructuring officer.


BION ENVIRONMENTAL: Incurs $1.99-Mil. Net Loss in March 31 Qtr.
---------------------------------------------------------------
Bion Environmental Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q reporting a net loss of $1.99 million on $0 of revenue for
the three months ended March 31, 2011, compared with a net loss of
$613,661 on $0 of revenue for the same period during the prior
year.  The Company also reported a net loss of $5.98 million on $0
of revenue for the nine months ended March 31, 2011, compared with
a net loss of $2.22 million on $0 of revenue for the same period a
year ago.

The Company's balance sheet at March 31, 2011, showed
$9.58 million in total assets, $8.72 million in total liabilities,
$2.52 million in Series B Redeemable Convertible Preferred stock,
and a $1.65 million total deficit.

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

                        http://is.gd/7Mw992

                      About Bion Environmental

Crestone, Colo.-based Bion Environmental Technologies, Inc.
(OTC BB: BNET) -- http://biontech.com/-- has provided
environmental treatment solutions to the agriculture and livestock
industry since 1990.  Bion's patented next-generation technology
provides a unique comprehensive treatment of livestock waste that
achieves substantial reductions in nitrogen and phosphorus,
ammonia, greenhouse and other gases, as well as pathogens,
hormones, herbicides and pesticides.

As reported in the Troubled Company Reporter on September 27,
2010, GHP Horwath, P.C., in Denver, Colo., expressed substantial
doubt about Bion Environmental Technologies' ability to continue
as a going concern, following the Company's results for the fiscal
year ended June 30, 2010.  The independent auditors noted that the
Company has not generated revenue and has suffered recurring
losses from operations.


BLENKO GLASS: Garnishment of Funds Prompt Bankruptcy Filing
-----------------------------------------------------------
As widely reported, Blenko Glass Co. filed for Chapter 11
bankruptcy on Thursday in the U.S. Bankruptcy Court in Huntington,
West Virginia.

In a press statement, the Company's representatives said Blenko
had its account funds garnished by its gas supplier Big Two Mile
Gas Company.  Blenko had been working on becoming more efficient
and increase sales but the garnishment prompted the bankruptcy
decision.

According to Dow Jones' Daily Bankruptcy Review, Blenko's
officials said they don't expect layoffs for its 44 employees, a
far smaller workforce than it employed in recent years.  Still,
its headquarters have drawn tourists to the small town of Milton,
Va., located a short drive from Huntington, which features an
observation deck that allows visitors to watch glassblowing.


BLENKO GLASS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Blenko Glass Company
        P.O. Box 67
        Milton, WV 25541

Bankruptcy Case No.: 11-30332

Chapter 11 Petition Date: May 12, 2011

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Ronald G. Pearson

Debtor's Counsel: Steven L. Thomas, Esq.
                  KAY CASTO & CHANEY PLLC
                  P.O. Box 2031
                  Charleston, WV 25327-2031
                  Tel: (304) 345-8900, Ext. 111
                  Fax: (304) 345-8909
                  E-mail: sthomas@kaycasto.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/wvsb11-30332.pdf

The petition was signed by Walter J. Blenko, Jr., president.


BOURBON SALOON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bourbon Saloon, Incorporated
        dba Mango Mango and Old Absinthe House
        fka Conti Management Group, Inc.
        fka Dantes of Decatur, Inc.
        fka Newport Corporation of Louisiana
        240 Bourbon Street
        New Orleans, LA 70130

Bankruptcy Case No.: 11-11518

Chapter 11 Petition Date: May 12, 2011

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: William E. Steffes, Esq.
                  STEFFES VINGIELLO & MCKENZIE LLC
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  E-mail: bsteffes@steffeslaw.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/laeb11-11518.pdf

The petition was signed by Ruth W. Salem, vice president.


BOWE BELL + HOWELL: Sets May 31 Auction for Business
----------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Bowe Bell + Howell Co. was authorized to hold an auction on May 31
to determine if Versa Capital Management Inc. has the best offer
to buy the business.  Other bids are due May 26.  The hearing for
approval of the sale will take place June 2. The sale-procedures
order assures Versa the right to bid its secured debt at auction
rather than cash.

According to the report, the bankruptcy court also approved
$129.9 million in secured financing for the Chapter 11 case
provided by Versa.  The loan pays off the existing secured debt
while providing additional liquidity.  The financing order limits
the creditors' committee to spending no more than $25,000
investigating the validity of the secured claim.  The Canadian
subsidiary has an approved $1.3 million loan.

Under a stalking horse agreement entered on April 18, 2011,
Contrado BBH Funding, LLC, and a Canadian corporation to be
formed, each a wholly owned subsidiary of Versa, will submit a
credit bid for substantially all of the Debtors' assets.  The
Stalking Horse Bidders will pay the sum of (i) the credit bid
amount: (a) $80 million, plus (b) the Canadian credit bid amount;
plus (ii) $302,000; plus (iii) all cure amounts paid or to be
paid; plus (iv) the assumed liabilities.  The aggregate purchase
price for the German assets will be $20,000, plus the assumption
of the German obligations.

The agreement states that the Purchasers will offer employment to
at least 85% of the Debtors' active employees effective as of the
closing date.  The Stalking Horse Bidders will pay all cure
obligations in connection with the assumption and assignment of
executor contracts and facility leases and all taxes and fees
resulting from the transfer of the Debtors' assets.  The Stalking
Horse Bidders will also assume certain unpaid ordinary course of
business postpetition obligations.

The Debtors proposed that in the event that the Stalking Horse
Bidders don't come out as the buyers of the Debtors' assets, the
Stalking Horse Bidders will be paid a break-up fee of $1.5 million
and an expense reimbursement of up to $1.75 million.

The Bidding Procedures provide that bidders must submit a cash
deposit of $5 million.  Bids must not be less than the sum of (i)
the Credit Bid Amount and the Cure Amounts in cash; (ii) the
dollar value of the Break-Up Fee in cash; (iii) the dollar value
of the Expense Reimbursement in cash; and (iv) $250,000 in cash.

                      About Bowe Bell

Headquartered in Wheeling, Illinois Bowe Bell + Howell --
http://www.bowebellhowell.com/-- provides high-performance
document management solutions and services.  In 1936, the company
pioneered gripper arm mail-inserting systems and has one of the
world's largest installed bases of such inserters as a result of
the technology's flexibility, performance and reliability.  The
company's complete portfolio of inserting, sorting, plastic card,
integrity, cutting, packaging, print-on-demand and software
solutions is one of the most comprehensive product offerings for
paper-based communications.  These solutions are supported by one
of the largest dedicated service organizations in the industry.
In addition to its headquarters offices, the company maintains
major manufacturing and service locations in Durham, N.C. and
Bethlehem, Penn.

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

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

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

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


BRIGHAM EXPLORATION: Moody's Assigns Caa1 Rating to New Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Brigham
Exploration Company's (Brigham) proposed $250 million senior notes
due 2019. The note proceeds will be used to fund a portion of
Brigham's 2011-2012 capital budget and for general corporate
purposes. The new notes are rated at the same Caa1 level as the
company's existing senior unsecured notes - one notch below the
Brigham's B3 Corporate Family Rating (CFR), reflecting the
priority of claim of secured revolving credit facility lenders to
the company's assets. The rating outlook is stable.

RATINGS RATIONALE

While the note issue further raises Brigham's already high
leverage, this increase in debt level was anticipated and factored
into Moody's February 11, 2011 rating decision when Moody's
upgraded the company's CFR to B3 from Caa1. These additional funds
will aid the company's aggressive drilling campaign in the
Williston Basin Bakken and Three Forks plays and provide a greater
level of support to achieve production and reserves growth targets
in 2011 and 2012.

However, leverage will remain very high over the near term.
Brigham's leverage is highest amongst similarly rated peers and
any further leveraging transaction will have a negative impact on
the rating or the outlook. The company's pro forma (for the note
issue) debt to average daily production ($51,673/boe), debt to
proved developed reserves ($19/boe), and debt plus future
development cost to total proved reserves ($18/boe), all map to
the Caa rating level. However, leverage metrics should improve in
2012 through accelerated production and reserves growth.

In 2010, the company achieved robust growth - increasing year-on-
year production by 64% and proved reserves by 141%. This strong
growth trend should continue in 2011 and 2012 as the company's
employs a higher number of rigs to drill more wells, focuses more
on developmental drilling, pad drilling and multi-well
stimulation, and continues to drill longer laterals with more frac
stages. Brigham is projecting ~83% year-on-year production growth
in 2011.

The company's core operations in the Williston Basin Bakken and
Three Forks plays will continue to expand on the back of current
high oil prices, but cost management will be key to maintaining
strong margins given inflationary pressures on oilfield services
costs.

Brigham's capital budget for 2011 is $835.5 million, $111 million
of which was spent in the first quarter. In addition to the note
proceeds, Brigham had approximately $193 million cash and short
term investments and full availability under its $325 million
credit facility as of March 31, 2011, giving $768 million of total
liquidity.

The principal methodology used in rating Brigham was Moody's
Global Independent Exploration and Production Industry rating
methodology published in December 2008.

Brigham Exploration Company is an E&P company headquartered in
Austin, Texas.


BRIGHAM EXPLORATION: S&P Rates $250MM Sr. Unsec. Notes at 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating to Austin, Texas-based Brigham Exploration Co.'s proposed
$250 million senior unsecured notes. The recovery rating is '6',
indicating our expectation of negligible (0% to 10%) recovery in
the event of a payment default.

"We also lowered our issue-level rating on Brigham's already
existing senior unsecured notes to 'CCC+' (two notches below the
corporate credit rating) from 'B-' and revised the recovery rating
on those notes to '6' from '5', as a result of the proposed
issuance. The corporate credit rating and outlook remain
unchanged," S&P stated.

"The rating actions follow Brigham's proposal to issue $250
million in senior unsecured notes due 2019 to help prefund its
increased capital spending," said Standard & Poor's credit analyst
Patrick Y. Lee. "Our recovery analysis reflects this increased
unsecured debt and the results of a valuation of year-end 2010
reserves based on a company-provided PV10 report using our
stress price assumptions of $45 per barrel of West Texas
Intermediate crude oil and $4.00 per million BTU of Henry Hub
natural gas."

The 'B' rating and stable outlook on Brigham reflect its small
reserve base, its modest production, and sizable capital spending
in 2011. The rating also incorporates Brigham's solid growth
prospects in the Williston Basin, its significant exposure to high
oil prices as a result of increased oil production, and its highly
competitive cost structure relative to peers with a significant
oil mix.

"Despite leverage increasing with the notes issuance, the outlook
is stable based on our expectation that leverage will decrease to
slightly less than 3x by year end under our price deck assumptions
and that Brigham will have sufficient liquidity over the near term
to fund capital expenditures and other fixed charges. We could
lower the ratings if Brigham's liquidity deteriorates to less than
adequate, or if debt leverage exceeds 5x. We could take a positive
rating action if the company markedly improves its business
profile in terms of scale and scope, is able to maintain adequate
liquidity, and improves operating cash flow to support capital
expenditures and debt payments for an extended period of time,"
S&P added.


CARIBE MEDIA: U.S. Trustee Unable to Form Committee
---------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, said
despite efforts to contact eligible unsecured creditors for Caribe
Media Inc, as of this date, the United States Trustee has not
received a sufficient number of creditors willing to serve on a
committee of unsecured creditors.

Accordingly, the United States Trustee is unable to appoint a
committee pursuant to 11 U.S.C. Sec.1102(a).

                        About Caribe Media

Caribe Media Inc. owns publication rights for certain print and
Internet directories in the Dominican Republic and Puerto Rico.
Caribe Media owns 60% of Axesa Servicios de Informacion, S. en C.,
a Yellow Pages publisher in Puerto Rico and the official publisher
of all telephone directories for Puerto Rico Telephone Company,
Inc., the largest local exchange carrier in Puerto Rico, and $100%
of Caribe Servicios de Informacion Dominicana, S.A., the sole
directory publisher in the Dominican Republic with the exclusive
right to publish under the brand of Codetel, the largest telecom
operator in the Dominican Republic.  Caribe Media is wholly owned
by CII Acquisition Holding Inc.  They are affiliates of Local
Insight Media Holdings, Inc.

Caribe Media and CII filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 11-11387 and 11-11388) on May 3, 2011.
Caribe Media is being represented by lawyers at Kirkland & Ellis
LLP and Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel.
Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP will serve as
conflicts counsel.  Kurtzman Carson Consultants LLC serves as the
Debtors' claims and noticing agent.

Local Insight Media is also a debtor in its own Chapter 11 pending
in Delaware.  Local Insight Media filed in 2010.  It is also being
represented by lawyers at Kirkland and Pachulski.


CENTENE CORP: Moody's Rates Senior Notes at Ba2; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has assigned a (P)Ba2 provisional senior
unsecured debt rating to Centene Corporation's (Centene, NYSE:CNC)
shelf registration and a Ba2 senior unsecured debt rating to the
company's issuance of $250 million of 6-year senior notes. The
outlook on the ratings is stable.

RATINGS RATIONALE

The debt issuance is a draw on the company's shelf registration,
which it filed on May 13, 2011. Centene maintains its shelf for
general corporate purposes, including meeting working capital
requirements, investments in its subsidiaries, financing
acquisitions, share repurchase, and debt refinancing.

Centene expects to use a portion of the net proceeds of the $250
million senior notes to finance the early redemption of its $175
million 7.25% notes due in 2014 and for general corporate
purposes. Moody's notes that, with the additional debt, Centene's
financial leverage (debt to capital) is expected to remain below
30%. Adjusted financial leverage (debt to capital where debt
includes operating leases), is expected to be approximately 36%
(compared to 34% at March 31, 2011), which remains in line with
Moody's expectation for the company's current rating level.

Moody's Ba2 senior debt rating for Centene is based primarily on
the company's concentration in the Medicaid market, acquisitive
nature, and moderate level of financial leverage, offset by its
multi-state presence, expansion into other healthcare product
opportunities, relatively stable financial profile and adequate
capitalization. The rating also reflects concerns with respect to
the level of reimbursements to Medicaid managed care companies as
states fall under budgetary and political pressures. According to
the rating agency, while rate increases have been under pressure
over the last two years, it appears that states have adhered to
actuarial valuations in determining reimbursement levels. It
should also be noted that healthcare reform legislation, which
will increase the number of persons eligible for Medicaid, has
increased interest among states in Medicaid managed care options,
providing growth opportunities for Centene.

The principal methodology used in rating Centene was Moody's
Rating Methodology for U.S. Health Insurance Companies, published
in May 2011.

Centene Corporation is headquartered in St. Louis, Missouri. For
the first three months of 2011 the company reported total revenues
of $1.2 billion with total managed care membership as of March 31,
2011 of approximately 1.6 million. As of March 31, 2011 the
company reported shareholders' equity of approximately $831
million.

Moody's has assigned these ratings with a stable outlook:

Centene Corporation -- provisional senior unsecured debt shelf
rating at (P)Ba2; provisional subordinated debt shelf rating at
(P)Ba3


CENTENE CORP: S&P Gives 'BB' Rating on $250MM Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating on
Centene Corp.'s $250 million senior unsecured notes maturing in
2017.

The company will use the proceeds from the notes for general
corporate purposes, including the repayment of its outstanding
$175 million 7.25% notes due in 2014 and the repayment of
approximately $50 million outstanding under its revolving credit
facility.

The counterparty credit rating on Centene reflects the company's
good competitive position in the managed Medicaid market, with an
increasing presence in multiple markets. Key rating constraints
includes Centene's limited business profile in a specialized
market segment -- government-sponsored health care -- and
membership and revenue concentration in three core markets.

Centene's key holding company credit metrics remained conservative
for the rating through the first quarter of 2011. Financial
flexibility strengthened because of lower debt levels, and its
debt-to-capital ratio is approximately 25% (or 21% excluding the
nonrecourse mortgage note and operating lease obligation treated
as debt), down from 38.7% at year-end 2009. EBITDA interest
coverage improved to about 10x in 2010 from 9x in 2009. The
additional debt (about $25 million) from the new issue will add
less than 200 basis points to debt leverage.

The company derives relatively strong internal cash flow
generating capacity from its expanding operational scale. Standard
& Poor's believes that the strong internal cash flow from the
operating subsidiaries (a three-year average of 5.5% as a
percentage of premiums) provides ample funds for Centene's
business needs, growth objectives, and debt obligations. Centene
has produced very stable and good operating performance in the
past three years, with an EBIT return on revenue (ROR) in 2010 of
about 4%, which is consistent with its three-year (2008-2010)
average ROR of 4%. As of March 31, 2011, Centene reported EBIT of
$43 million (ROR of 3.5%).

"We believe that Centene has a good competitive position in the
managed Medicaid market with an increasing presence in 12 states,
which helps to mitigate its relatively narrow market-segment focus
on government-sponsored managed Medicaid programs. Centene has
consistently recorded premium revenue growth over the past five
years, largely as a result of winning new contracts in existing
and new markets as well as acquisitions," S&P stated.

"We are assuming a stable medical loss ratio (MLR) of about 84.5%
(plus or minus 50 basis points) in 2011, and we expect an EBIT ROR
of 3%-4% on revenue of $4.9 billion to $5.1 billion. If Centene
achieves our earnings and cash flow expectations, its EBITDA
interest coverage (including adjustments for imputed interest for
operating leases) would exceed 9x. We expect debt leverage to
remain conservative for the rating level between 25% and 35%.
Centene's statutory capital and surplus base likely will keep pace
with the company's underlying insurance risk and remain at the
'BBB' level, as per our capital model. Our outlook on the
counterparty credit rating is stable and reflects the limited
potential for Standard & Poor's to change the rating in the next
12 months, unless financial metrics deteriorate outside of our
expectations for 2011-2012," according to S&P.

Ratings list

Centene Corp.
Counterparty Credit Rating       BB/Stable/--

New Rating

Centene Corp.
Senior Unsecured
  $250 mil. notes due in 2017     BB


CENTER COURT: Taps Martin D. Gross as Counsel
---------------------------------------------
Center Court Partners, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ:

          Martin D. Gross, Esq.
          LAW OFFICES OF MARTIN D. GROSS
          2001 Wilshire Blvd. Suite 205
          Santa Monica, CA 90403
          Tel: (310) 453-8320
          Fax: (310) 861-1359

as bankruptcy counsel.  The Debtor had originally retained Rocky
Ortega, attorney at law, to represent it in carrying out its
duties under the Bankruptcy Code.

Mr. Gross will, among other things:

     a. represent the Debtor in its Chapter 11 case and advise
        the Debtor as to its rights, duties and powers as a
        debtor in possession;

     b. prepare and file all necessary statements, schedules,
        and other documents and to negotiate and prepare one
        or more plans of reorganization for the Debtor;

     c. represent the Debtor at all hearings, meetings of
        creditors, conferences, trials, and other proceedings
        in this case; and

     d. perform such other legal services as may be necessary
        in connection with this case.

Mr. Gross will be paid:

     a. $300 per hour for the time spent in court;

     b. $300 per hour for other time spent by the attorney; and

     c. $100 per hour for paralegal time spent by paralegals
        employed by the attorney.

Mr. Gross assures the Court that the firm is a "disinterested
person" within the meaning of section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor's
estates.

Based in Agoura Hills, California, Center Court Partners LLC filed
for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No.
11-13715) on March 25, 2011.  Judge Maureen Tighe presides over
the case.  The Debtor estimated both assets and debts between $10
million and $50 million as of the chapter 11 filing.


CHARLESTON ASSOCIATES: Wants Plan Exclusivity Until June 29
-----------------------------------------------------------
Charleston Associates, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to extend, pursuant to section 1121(d) of the
Bankruptcy Code, the period within which it has the exclusive
right to file a plan of reorganization through and including
June 29, 2011, and the period within which it has the exclusive
right to solicit plan votes through and including Aug. 29, 2011.

This is the Debtor's fifth motion for an exclusivity extension.

The Debtor says it needs to close the sale of a major piece of the
shopping center to Fry's Electronics, Inc., before it can
effectively formulate a plan of reorganization.  Additionally, the
Debtor requires further time to negotiate matters with lenders
and the official committee of unsecured creditors.

The secured lenders are agreeable to the requested extension and
the Debtors expect no opposition from the official committee of
unsecured creditors.

The Bankruptcy is set to hear the motion on June 1, 2011, at 2:00
p.m.  The objection deadline is May 25, 2011, at 4:00 p.m.

                   About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC is the
successor by merger to Boca Fashion Village Syndications Group.
It owns a portion of a large community shopping center located in
Las Vegas.  The entire shopping center is known as The Shops at
Boca Park.  It encompasses almost 55 acres and is situated at the
northeast corner of the intersection of Charleston Boulevard and
Rampart Boulevard.  Charleston's current portion of the shopping
center consists of a 20.4 acre parcel located at 700-750 S.
Rampart Boulevard, Las Vegas, that is commonly known as Boca
Fashion Village.  Boca Fashion contains, among other things, a
130,000+ square foot parcel of real estate that is currently
leased to Sears Roebuck & Company.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., and Karen M. Borg,
Esq., at Butler Rubin Saltarelli & Boyd LLP, in Chicago,
represents the Debtor as counsel.  Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., serves as
local counsel.  In its schedules, the Debtor disclosed $92,348,446
in assets and $65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represents the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington,
Del., represents the Official Committee of Unsecured Creditors as
Delaware counsel.


CHARLESTON ASSOCIATES: Taps Neal Wolf as Counsel
------------------------------------------------
Charleston Associates, LLC, seeks permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Neal Wolf
and Associates, LLC, as its counsel, effective as of March 16,
2011.

The Debtor previously tapped Butler Rubin Saltarelli & Boy LLP as
counsel, nunc pro tunc to the Petition Date.  Neal Wolf is
replacing Butler Rubin as counsel to the Debtor.

During its retention, Neal Wolf will, among other things,

  1. advise the Debtor with respect to its powers, duties and
     powers as debtor in possession in the continued management
     and operation of its business and properties.

  2. attend meetings and negotiations with representatives of
     creditors and other parties in interest; and

  3. take all necessary actions to protect and preserve the
     Debtor's estate including pursuing litigation on the Debtor's
     behalf and, and representing the Debtor's interest in
     negotiations concerning litigation in which the Debtor is
     becomes involved, including objections to claim filed against
     Debtor's estates.

Neal Wolf will charge the Debtors' estates in accordance with its
customary hourly rates.  The firm's hourly rates are:


      Personnel            Title                      Hourly Rate
      ---------             ------                     ----------
      Neil L. Wolf          Manager and Sole Member      $595
      Gerald F. Munitz      Senior Counsel               $595
      Dean C. Gramlich      Counsel                      $495
      Jordan M. Litwin      Associate                    $325
      Jacob R. Lenzke       Associate                    $250
      Diane M. Wolski       Legal Assistant              $150
      Rosemary B. Janisch   Legal Assistant              $150

Neal Wolf has received a retainer in these cases totaling
$185,476.  NW&A will draw against the Retainer as allowed by the
Court.

                   About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC is the
successor by merger to Boca Fashion Village Syndications Group.
It owns a portion of a large community shopping center located in
Las Vegas.  The entire shopping center is known as The Shops at
Boca Park.  It encompasses almost 55 acres and is situated at the
northeast corner of the intersection of Charleston Boulevard and
Rampart Boulevard.  Charleston's current portion of the shopping
center consists of a 20.4 acre parcel located at 700-750 S.
Rampart Boulevard, Las Vegas, that is commonly known as Boca
Fashion Village.  Boca Fashion contains, among other things, a
130,000+ square foot parcel of real estate that is currently
leased to Sears Roebuck & Company.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Bradford J. Sandler, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Del., serves as local
counsel.  In its schedules, the Debtor disclosed $92,348,446 in
assets and $65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represents the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington,
Del., represents the Official Committee of Unsecured Creditors as
Delaware counsel.


CHINA TEL GROUP: Tay Lee Discloses 16.4% Equity Stake
-----------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Tay Yong Lee disclosed that he is the beneficial owner
of 76,867,119 A Shares, representing 16.4% of China Tel Group,
Inc.'s A Shares, and 66,909,088 B Shares, representing
approximately 50% of the Company's B Shares.  Trussnet Capital
Partners (HK) Ltd. is the beneficial owner of 58,867,119 A Shares,
representing 12.6% of the Company's A Shares, as reflected in the
Company's Form 10-K for the period ended Dec. 31, 2010, filed with
the United States Securities and Exchange Commission on April 15,
2011.  A full-text copy of the regulatory filing is available for
free at http://is.gd/fqQTvX

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company reported a net loss of $66,623,130 on $955,311 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $56,065,029 on $657,876 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3,888,292 in
total assets, $28,11,423 in total current liabilities, all
current, $35,483 in mandatory redeemable Series B common stock,
and a $24,260,614 total stockholders' deficit.

As reported by the TCR on April 21, 2011, Mendoza Berger &
Company, LLP, in Irvine, California, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has incurred a net loss of $56,041,182 for
the year ended Dec. 31, 2009, cumulative losses of $165,361,145
since inception, a negative working capital of $68,760,057, and a
stockholders' deficit of $63,213,793.


CHINA TEL GROUP: George Alvarez Discloses 50% Equity Stake
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, George Alvarez disclosed that he beneficially owns
47,700 A Shares and 66,956,789 B shares of China Tel Group, Inc.,
representing less than 1% of the Series A common shares and
approximately 50% of the Series B common shares.  A full-text copy
of the filing is available for free at http://is.gd/DRomu5

                          About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

The Company reported a net loss of $66,623,130 on $955,311 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $56,065,029 on $657,876 of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $3,888,292 in
total assets, $28,11,423 in total current liabilities, all
current, $35,483 in mandatory redeemable Series B common stock,
and a $24,260,614 total stockholders' deficit.

As reported by the TCR on April 21, 2011, Mendoza Berger &
Company, LLP, in Irvine, California, expressed substantial doubt
about the Company's ability to continue as a going concern,
following the 2010 financial results.  The independent auditors
noted that the Company has incurred a net loss of $56,041,182 for
the year ended Dec. 31, 2009, cumulative losses of $165,361,145
since inception, a negative working capital of $68,760,057, and a
stockholders' deficit of $63,213,793.


CIRCUS AND ELDORADO: Moody's Doubts Ability to Refinance Debt
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Moody's Investors Services
earlier this week lowered its ratings on Circus and Eldorado Joint
Venture, the operator of Silver Legacy Resort Casino, saying the
company's high level of indebtedness and the current weak trends
in gaming may prevent it from refinancing or raising fresh
capital.


CITGO PETROLEUM: Fitch Affirms 'B+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed these existing ratings of CITGO
Petroleum Corporation:

   -- Issuer Default Rating (IDR) at 'B+';

   -- Senior Secured Credit Facility at 'BB+';

   -- Secured Term Loan at 'BB+';

   -- Fixed-Rate Industrial Revenue Bonds (IRBs) at 'BB+'.

Fitch has also revised the Rating Outlook on CITGO's IDR to
Positive from Stable.

The main drivers of the revised Outlook include:

   -- Rapid improvements in the company's financial performance,
      prompted by a backdrop of improving global refining
      fundamentals;

   -- CITGO's access to heavily discounted WTI-linked crudes;

   -- The company's recent de-leveraging, which has reduced
      balance sheet debt to approximately $1.503 billion at the
      end of the first quarter versus $2.202 billion at year-end
      2009;

   -- Completion of Ultra Low Sulfur Diesel (USLD) construction at
      Lemont and Corpus Christi, which was the last major piece of
      near term mandatory capex at the company and should clear
      the way for improved FCF generation, all else equal.

The unusually wide spread between North American benchmark crude
oil WTI and global waterborne crudes such as Brent has been a key
driver of CITGO's high profitability year-to-date in 2011. The
Brent-WTI spread - normally in the range of +/- $3 per barrel -
has blown out to a $10-$15/barrel discount, due in significant
part to ramped up production from Canadian Oil Sands and U.S.
shale oil plays, matched to still-limited logistical takeaway
capacity out of Cushing, OK to the Gulf coast, as well as the
impact of supply disruptions in Libya. This gap has provided a
near-term windfall for refiners positioned to take advantage of
cheaper, landlocked North American crudes. CITGO has been able to
take advantage of these crudes both at its 167,000 bpd Lemont, IL
refinery (which can take about 100,000 bpd of heavy Canadian
crudes directly), and at its Gulf coast refineries, which have
WTI-related contract pricing on a portion of imported barrels.
CITGO's EBITDA for the first quarter of 2011 alone stood at a very
robust $541 million, versus $585 million for all of 2010, as
calculated by Fitch.

CITGO's recent credit metrics have shown substantial improvement.
At March 31, 2011, the company had debt/EBITDA leverage of 1.26
times (x), EBITDA/interest coverage of 6.06x, and LTM FCF of $926
million. The company's liquidity was good at March 31, 2011 and
totaled $1.193 billion, comprised of cash of $56 million, revolver
availability of $714 million, and A/R securitization availability
of $423 million. Liquidity has also improved following the
company's 2010 debt refinancing, which included the conversion of
all of CITGO's variable rate IRBs (which required revolver-backed
LoCs) to fixed rate IRBs which do not require such support. CITGO
repurchased $290 million in IRBs which it currently holds in
treasury.

Headroom on key covenants was good at YE 2010 and included a debt-
to-cap ratio of 45.5% (versus a 60% limit), an interest coverage
ratio of 5.02x (versus a 1.5x limit), and official liquidity of
$731.5 million (versus a $400 million limit). The completion of
ULSD projects at Lemont and Corpus Christi in 2010 should help
improve CITGO's FCF on a go-forward basis as it marks the last
major required capex initiative due in the near term. Near term
maturities are manageable following the 2010 refinancing and
include amortizations of existing term loans, with the next major
maturity due the 2015 term loan 'B', of which $134.5 million
remained at March 31, 2011.

CITGO's ratings remain constrained by their strong linkage to
parent Petroleos de Venezuela SA (PDVSA; IDR 'B+' with a Stable
Outlook), which is evidenced through the dividend policy to PDVSA,
frequent appointments of PDVSA personnel into CITGO executive and
board positions, CITGO's contracts to take approximately 250,000
bpd of PDVSA crude at its Gulf coast refineries, and uncertainty
about the parent's ultimate intentions regarding its subsidiary.
However, it is important to note that there are strong covenant
protections in CITGO's secured debt which restrict the ability of
the parent to dilute CITGO's credit quality. These include debt-
to-cap limits, minimum liquidity, and minimum interest coverage
ratios (all of which are tightened in the event CITGO upstreams
dividends to its parent). The notching between the IDR and secured
ratings reflects the strength of the underlying security package,
which was expanded in 2010 to include the 167,000 bpd Lemont
refinery, in addition to CITGO's Lake Charles and Corpus Christi
refineries, petroleum inventories, and select accounts
receivables.

Catalysts for an upgrade to the credit include higher ratings at
the parent level, or additional evidence that CITGO's strong
financial performance and recent reductions in leverage will be
sustained going forward. Catalysts for a downgrade include another
leg down in refining fundamentals, a liquidity crunch; or credit
deterioration at the parent level resulting in more financial
pressure on CITGO. Note that removal of secured lenders from the
capital structure could weaken the rationale for any notching
between CITGO and PDVSA, given the substantial protections secured
bondholder covenants provide to all CITGO bondholders.

Looking forward, Fitch anticipates that CITGO will be meaningfully
free cash flow (FCF) positive in 2011 and 2012, due to the
combination of further improvements in global refining
fundamentals, the favorable impact of wide (but declining) spreads
between Brent and WTI, and reduced mandatory capex requirements.
We would anticipate a meaningful portion of CITGO's cash flows may
be paid out in the form of dividends.

CITGO's other obligations are manageable. CITGO's pension was
underfunded by $186.9 million at year-end 2010 versus $197.8
million the year prior. The improvement in funding status stemmed
primarily from improved actual return on plan assets. CITGO's
asset retirement obligation (ARO) was $18.5 million at year-end
2010, down modestly from levels seen the year prior. Rental
expense for operating leases declined to $140 million versus $171
million the year prior, and included product storage facilities,
office space, computer equipment, and vessels.


CMB III: U.S. Trustee, Union Fidelity Object to Plan
----------------------------------------------------
The United States Trustee and Union Fidelity Life Insurance
Company object to the confirmation of C.M.B. III, LLC's Plan of
Reorganization.

U.S. Trustee Ilene J. Lashinsky in Phoenix objects to two clauses
in the Plan:

     (1) an exculpation clause seeking to limit the liability of
the Debtor's officers, directors, members, representatives or
agents, which may include Debtor's professionals to a standard of
gross negligence or willful misconduct for any act or omission for
which they might be liable to any claim holder resulting from
their conduct related to the case; and

     (2) a broad injunction clause enjoining creditors from taking
action against possibly non-Debtor parties.

The U.S. Trustee says the Debtor's proposed exculpation and
injunction clauses are over broad and clearly run afoul of the
Ninth Circuit Court of Appeal's standard, which is based upon 11
U.S.C. Sec. 524(e) and disfavors a debtor's proposed releases,
indemnifications, or injunctions of independent third party claims
of creditors and other parties in interest against non-debtors
through a plan of reorganization.  Further, to the extent the
exculpation applies to the Debtor's attorneys, financial advisors
and other professionals, the exculpation violates the employment
standards of those professionals under 11 U.S.C. Sections 327 and
328, not to mention the professionals' ethics rules.

Union Fidelity made an $18 million loan to the Debtor in September
2006.  Prepetition, the Debtor defaulted under the loan by failing
to make the payment due on Aug. 1, 2010.  The Debtor subsequently
failed to make the Sept. 1, 2010 payment as well.  As of Aug. 31,
2010, the Debtor owed Union Fidelity not less than $17,033,009.78,
including principal, accrued interest and late charges.

Pursuant to the Plan, the Debtor proposes to pay Union Fidelity
$9.7 million on its secured claim, or the amount that Union
Fidelity's secured claim is ultimately valued at by the
Court. The Debtor's Plan also separately classifies Union
Fidelity's unsecured deficiency claim from other unsecured claims,
and contains numerous other deficiencies.  Union Fidelity said it
will demonstrate with evidence at the final confirmation hearing
that the Debtor's Plan cannot be confirmed.

Union Fidelity contends the Debtor's Plan fails to pay it the
present value of all of its collateral, inclusive of parcels 7A,
7B, and the accrued Rents, which renders the Debtor's feasibility
analysis meaningless.  Unless the Debtor pays Union Fidelity at
least $13.5 million on account of its secured claim, the Debtor's
Plan will violate Bankruptcy Code Sec. 1129(b)(2)(A) and cannot be
confirmed.  The Plan also classifies Union Fidelity's deficiency
claim separately from the claims of other unsecured creditors
without any business or economic justification for the separate
classification.

Attorneys for Union Fidelity are:

          Isaac M. Gabriel, Esq.
          Arturo A. Thompson, Esq.
          QUARLES & BRADY LLP
          Renaissance One
          Two North Central Avenue
          Phoenix, AZ 85004-2391
          Tel: (602) 230-4622
          E-mail: isaac.gabriel@quarles.com
                  arturo.thompson@quarles.com

                        About C.M.B. III

C.M.B. III, L.L.C., owns a mixed-use commercial and industrial
complex in Phoenix, Arizona.  The Property is comprised of three
separate parcels--7A, 7B, and 7C.  Parcels 7A and 7B each have a
separate building of 334,594 and 352,046 square feet,
respectively.  Both of these buildings are used as office
buildings, and are approximately 20% occupied.  All of the
Company's income is derived from rents generated by parcels 7A and
7B.

C.M.B. III filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 10-30496) on Sept. 23, 2010.  Richard M. Lorenzen,
Esq., Perkins Coie Brown & Bain P.A., assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Chapter 11 filing.  No
creditors committee was formed in the case.

Maureen Gaughan has been appointed the Chapter 11 trustee with
limited powers to investigate and pursue roughly $1.4 million that
was transferred from the Debtor to its member on the eve of
bankruptcy, as well as other potential related company receivables
that may be owing to the Debtor.  The Chapter 11 Trustee has
retained Ryley Carlock & Applewhite as her counsel.


COKAS DIKO: Vows to Exit Chapter 11 as More Robust Business
-----------------------------------------------------------
Sam Scott at the Press Democrat reports that Cokas Diko LLC, a
Santa Rosa, California, furniture store, has filed bankruptcy to
restructure more than $2 million in debt, but vows to emerge as a
more robust business.

According to the report, Mutt and Ramon Espinoza started Cokas
Diko in 1998 with a small Santa Rosa store specializing in Mexican
folk art.  Within two years, they had quadrupled their floor space
and purchased the building they rented.

The decision to file for Chapter 11 was difficult, but Mutt said
it should allow the company to stick around another 15 years,
albeit with a different approach to real estate.

Cokas Diko LLC filed a Chapter 11 petition (Bankr. N.D. Calif.
Case No. 11-11623) in Santa Rosa, California, on April 30, 2011.
Michael C. Fallon, Esq., represents the Debtor in the Chapter 11
case.  In its schedules, the Debtor disclosed $214,143 in assets
and $2,077,195 in liabilities.

A case summary for Cokas Diko is in the May 5, 2011 edition of the
Troubled Company Reporter.


COVENTRY HEALTH: Moody's Reviews Ba1 Senior Debt Rating
-------------------------------------------------------
Moody's Investors Service placed Coventry Inc.'s (NYSE:CVH, senior
debt at Ba1) ratings under review for possible upgrade following
the company's first quarter 2011 earnings release and improved
full year 2011 earnings guidance.

Commenting on the review for possible upgrade, Moody's said that
Coventry's financial profile continues to improve with earnings
margins increasing in 2010 over 2009 and management's commitment
to maintain a consolidated 200% risk based capital (RBC) ratio at
company action level (CAL). Financial flexibility continues to
strengthen with access to a sizeable unregulated cash flow stream
from the company's non-insurance subsidiaries. The rating agency
added that while the business profile is not as strong,
characterized by a large number of unconnected health plans
operating under different names in 23 markets, membership appears
to have stabilized in its commercial and Medicare segments.
Additionally, the company has opportunities for growth in the
Medicaid and Specialty segments.

Moody's stated that its review will focus on Coventry's ability to
sustain earnings margins and membership. Moody's Senior Vice
President, Steve Zaharuk stated that, "The slow economic recovery,
which may continue to pressure membership, and the implementation
of minimum medical loss ratio regulations may present some
challenges for the company." However, the rating agency noted that
Coventry's solid first quarter results combined with 2010's
performance portend that margins and membership should be strong
for the balance of the year.

These ratings were placed under review for possible upgrade:

   -- Coventry Health Care, Inc.: senior unsecured debt rating at
      Ba1; senior unsecured credit facility at Ba1; corporate
      family rating at Ba1;

   -- HealthAssurance Pennsylvania, Inc: insurance financial
      strength rating at Baa1;

   -- HealthAmerica Pennsylvania, Inc.: insurance financial
      strength rating at Baa1;

   -- Group Health Plan, Inc.: insurance financial strength rating
      at Baa1.

Coventry Health Care, Inc., headquartered in Bethesda, Maryland
reported medical membership of 3.4 million and Part D Medicare
membership of approximately 1.2 million as of March 31, 2011. The
company reported net income of $110 million on revenues (including
investment income) of approximately $3.1 billion for the three
months ending March 31, 2011.

The principal methodology used in rating Coventry was Moody's
Rating Methodology for U.S. Health Insurance Companies published
in May 2011.

Moody's insurance financial strength ratings (IFSR) are opinions
about the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


DALPHIS HOLDING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Dalphis Holding, LLC
        3980 Premier Ave.
        Memphis, TN 38118

Bankruptcy Case No.: 11-24849

Chapter 11 Petition Date: May 12, 2011

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Melanie T. Vardaman, Esq.
                  HARRIS JERNIGAN & GENO, PLLC
                  587 Highland Colony Parkway
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  E-mail: melanievardaman@yahoo.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Ben Morris, CEO.


DONNELLEY & SONS: S&P Lowers Corporate Credit Rating to 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered all of its ratings on
Chicago-based printer R.R. Donnelley & Sons Co. (RRD), including
the corporate credit rating, to 'BB+' from 'BBB-'. The rating
outlook is stable. S&P also lowered its commercial paper rating to
'B-1' from 'A-3.'

"In addition, we assigned our 'BB+' rating to the company's
proposed $500 million unsecured note due 2018," said Standard &
Poor's credit analyst Tulip Lim. The recovery rating on this debt
is '3', indicating our expectation of meaningful (50% to 70%)
recovery for lenders in the event of a payment default. Proceeds
of the notes are expected to be used to fund tender offers
on existing debt.

"Our 'BB+' long-term corporate credit rating on RRD reflects our
expectation that over the long term, RRD will deploy debt and cash
flow to pursue strategic acquisitions and operate as a
consolidator in the industry, while also continuing share
repurchases. We regard the business profile as satisfactory based
on RRD's market position and efficiencies associated with its
critical mass, notwithstanding secular decline in several of the
company's products. We view RRD's financial risk as significant
based on our expectation that the company's adjusted leverage will
remain above 3x on an ongoing basis," S&P added.



E*TRADE FINANCIAL: S&P Rates $435MM Sr. Unsecured Notes at 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' senior
unsecured debt rating to E*TRADE Financial Corp.'s $435 million
senior unsecured notes due May 2016. E*TRADE will use the proceeds
to retire the $415 million 7.375% senior unsecured notes due 2013
and to pay the call premium, accrued interest, and related fees.
Consequently, neither the total amount of debt nor the periodic
interest expense changes materially. "Nevertheless, we consider
the $1.6 billion of interest-bearing debt at the holding company
to be large in relation to the operating subsidiaries' current
cash-flow generation capacity. This is a material factor in the
ratings. On the positive side, this transaction gives E*TRADE some
breathing room with respect to holding-company cash flows, as the
next major debt maturity is pushed back to 2015, when the $243
million 7.785% senior unsecured notes mature," S&P said.

Ratings List
E*TRADE Financial Corp.
Counterparty Credit Rating                  B-/Stable/--

New Rating
E*TRADE Financial Corp.
$435 Mil. Sr. Unsec. Notes Due May 2016     B-


EARTHLINK INC: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Atlanta-based telecom and Internet service
provider (ISP) EarthLink Inc. "At the same time, we assigned our
'B-' issue-level rating and '5' recovery rating to the
company's $300 million of senior unsecured notes, which were
originally proposed as a $400 million note issuance," S&P noted.

The company may use the proceeds for redemption of its $256
million of convertible senior notes, and the remaining proceeds
for general corporate purposes, including acquisitions, as well as
redemption or repurchase of its ITC DeltaCom senior secured notes.

"The ratings on EarthLink reflect the highly competitive nature of
the business-oriented telecom markets in which it operates," said
Standard & Poor's credit analyst Catherine Cosentino, "and our
expectations for ongoing substantial revenue and EBITDA declines
in its consumer Internet service business." The company also faces
possible integration risks, with its recently acquired telecom
service providers ITC DeltaCom and One Communications Inc., which,
in our view, could prompt customer service issues and accelerated
churn, the latter being an ongoing challenge for all companies in
this space. These factors translate into a vulnerable business
position.


EAST AHM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: East AHM Development, LLC
        dba Trailhead
        P.O. Box 1059
        Snohomish, WA 98291

Bankruptcy Case No.: 11-02397

Chapter 11 Petition Date: May 13, 2011

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: Paul H. Williams, Esq.
                  LAW OFFICE OF PAUL H. WILLIAMS
                  601 North First Street, Suite B
                  P.O. Box 123
                  Yakima, WA 98907
                  Tel: (509) 453-4799
                  Fax: (509) 575-3622
                  E-mail: phwatlaw@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Debts: $10,000,001 to $50,000,000

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/waeb11-02397.pdf

The petition was signed by David Allegre, managing member.


ELDORADO RESORTS: Moody's Assigns 'B2' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Eldorado Resorts, LLC (Eldorado), and a B2 rating to the company's
proposed $180 million senior secured notes. Eldorado is expected
to use the note proceeds along with a $15 million term loan
(unrated) to refinance its outstanding debt and redeem its
preferred equity. The transaction is expected to close in early-
June 2011 upon the repurchase, defeasance and/or delivery of
irrevocable notices of redemption of the company's existing 10%
notes and the consummation of the tender offer for the company's
9% notes as outlined in the offering memorandum. Eldorado's
ratings are subject to final documentation. The notes will be
secured by all assets on a second priority basis after the
proposed first lien $15 million revolver and $15 million term
loan. The notes will guaranteed by all subsidiaries, excluding the
co-issuer (Eldorado Capital Corp.), Circus Eldorado Joint Venture,
and minority interest in Tamarack Crossing, LLC.

Ratings assigned:

   -- Corporate Family Rating at B2

   -- Probability of Default Rating at B2

   -- $180 million Senior Secured Notes due 2019 at B2, (LGD 4,
      57%)

RATINGS RATIONALE

The B2 CFR reflects the company's small scale, limited
diversification, high pro-forma debt to trailing twelve months
EBITDA (approximately 4.8 times) and modest EBITDA-capex to
interest coverage (about 2.2 times). The company operates two
resort casinos located in Shreveport, Louisiana (approximately 85%
of EBITDA) and Reno, Nevada (approximately 15 % of EBITDA). The
ratings reflect Eldorado's good liquidity as operating cash flow
is expected to exceed required debt amortization and maintenance
capital expenditures. The company will also have access to a $15
million revolving credit facility. The ratings also reflect the
intermediate risk of increased competition for the company's
Shreveport property if gaming is ultimately introduced in Texas.
The Dallas Forth Worth area of Texas is a key feeder market to
Shreveport.

By year-end 2012, Moody's expects Eldorado's debt to EBITDA to
decline to about 4.0 times from anticipated debt reduction and a
slight increase in EBITDA. The proposed note offering has a
provision allowing the company to repay 10% of the outstanding
notes in each year from 2012 to 2014 at a price of 103%.

The rating outlook is stable reflecting Moody's view that
Eldorado's earnings will begin a slow recovery and excess cash
flow will be applied to debt reduction as allowed by the
indenture. An upgrade is unlikely in the intermediate term given
the company's scale and the possibility that gaming could be
legalized in Texas. However, ratings could be considered for an
upgrade if gaming demand begins to accelerate resulting in a
decline of debt to EBITDA to around 3.0 times. Ratings could be
downgraded if debt to EBITDA increases above 5.25 times or if the
operating environment in the company largest market -- Shreveport
- deteriorates.

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

Eldorado Resorts LLC (Eldorado) owns and operates the Eldorado
Shreveport Hotel and Casino located in Shreveport, Louisiana and
the Eldorado Hotel and Casino in Reno, Nevada. Eldorado Resorts
LLC generates approximately $260 million in net revenues annually.


ELDORADO RESORTS: S&P Assigns Prelim. 'B+' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Reno, Nev.-based Eldorado Resorts LLC.
The rating outlook is stable.

"At the same time, we assigned the company's proposed $180 million
senior secured notes due 2019 our preliminary 'B+' issue-level
rating (the same as the preliminary 'B+' corporate credit rating).
We also assigned this debt a preliminary recovery rating of '3',
indicating our expectation of meaningful (50% to 70%) recovery for
lenders in the event of a payment default. The company plans to
use proceeds from the proposed notes and a proposed $15 million
senior secured term loan (unrated), in addition to some cash on
hand, to repay its existing indebtedness and preferred equity
interests. Our preliminary ratings are subject to our review of
final documentation," S&P stated.

"The preliminary 'B+' corporate credit rating reflects limited
diversity, as the vast majority of the company's EBITDA derives
from a single property, and the fact that both of its properties
are in relatively competitive markets," said Standard & Poor's
credit analyst Michael Halchak. "In addition, the rating reflects
the potential for additional competition in the longer term in
Texas, which we believe would meaningfully affect Eldorado's cash
flow base, as well as the right of a minority shareholder to put
its ownership position back to the company in 2015. These factors
are somewhat offset by our expectation for at least modest growth
in EBITDA, which should result in credit metrics that are strong
for the rating and provide a cushion in the event these longer
term risks materialize."


ELITE PHARMACEUTIALS: Wistar Morris Holds 21.09% Equity Stake
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Wistar Morris, III, disclosed that he beneficially
owns 22,377,989 shares of common stock of Elite Pharmaceuticals,
Inc., representing 21.09% of the shares outstanding.  A full-text
copy of the filing is available for free at http://is.gd/IZUvz6

                    About Elite Pharmaceuticals

Northvale, N.J.-based Elite Pharmaceuticals, Inc. (OTC BB: ELTP)
-- http://www.elitepharma.com/-- is a pharmaceutical firm that
develops and manufactures oral, controlled-release products using
proprietary technology.  Elite developed and manufactures for its
partner, ECR Pharmaceuticals, Lodrane 24(R) and Lodrane 24D(R),
for allergy treatment and expects to launch soon three approved
generic products.  Elite also has a pipeline of additional generic
drug candidates under active development and the Company is
developing ELI-216, an abuse resistant oxycodone product, and ELI-
154, a once-a-day oxycodone product.  Elite conducts research,
development and manufacturing in its facility in Northvale, New
Jersey.

The Company's balance sheet at Dec. 31, 2010, showed
$10.89 million in total assets, $17.46 million in total
liabilities, and $6.57 million in total stockholders' deficit.

Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's results for fiscal year
ended March 31, 2010.  The independent auditors noted that the
Company has experienced significant losses and negative operating
cash flows resulting in a working capital deficiency and
shareholders' deficit.

The Company reported a net loss $8.1 million on $3.3 million of
revenue for the fiscal year ended March 31, 2010, compared with a
net loss of $6.6 million on $2.3 million of revenue for the year
ended March 31, 2009.


EMISPHERE TECHNOLOGIES: Says Cash to Last Only Until June
---------------------------------------------------------
Emisphere Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting
net income of $10.99 million, primarily due to change in fair
value of derivative instruments, on $0 of net sales for the three
months ended March 31, 2011, compared with a net loss of $17.26
million on $12,000 of net sales for the same period a year ago.

The Company's balance sheet at March 31, 2011, showed
$3.43 million in total assets, $74.28 million in total liabilities
and a $70.85 million total stockholders' deficit.

As of March 31, 2011, the Company had $1.8 million in cash and
restricted cash, $10.9 million in working capital deficiency, a
stockholders' deficit, and an accumulated deficit of
$469.9 million.  The Company's operating loss for the three months
ended March 31, 2011, was approximately $2.1 million.  The Company
anticipates that it will continue to generate significant losses
from operations for the foreseeable future, and that the Company's
business will require substantial additional investment that it
has not yet secured.  As such, the Company anticipates that its
existing cash resources will enable it to continue operations
through approximately June 2011, or earlier, if unforeseen events
arise that negatively affect the Company's liquidity.  Further,
the Company has significant future commitments and obligations.

Consequently, the audit opinion issued by PricewaterhouseCoopers
LLP, relating to the Company's financial statements for the year
ended Dec. 31, 2010, contained a going concern explanatory
paragraph.  The independent auditors noted that the Company has
experienced recurring operating losses, has limited capital
resources and has significant future commitments.

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

                        http://is.gd/NoUHd3

                    About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

The Company reported a net loss of $56.91 million on $100,000 of
revenue for the year ended Dec. 31, 2010, compared with a net loss
of $16.82 million on $92,000 of revenue during the prior year.


ENEA SQUARE: Section 341(a) Meeting Scheduled for June 6
--------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Enea Square Partners, LP's Chapter 11 case on June 6, 2011, at
10:00 a.m.  The meeting will be held at the Office of the U.S.
Trustee, 1301 Clay St. Room 680N, Oakland, California.

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

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

Concord, California-based, Enea Square Partners, LP 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 And
Kuhner represents the Debtor in its restructuring efforts.  The
Debtor estimated assets and debts at $10 million to $50 million.


ENERGIZER HOLDINGS: S&P Says Credit Measures Closer to 'BB' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' corporate
credit rating to St. Louis, Mo.-based Energizer Holdings Inc. The
outlook is stable.

"At the same time, we assigned a 'BBB-' senior unsecured debt
rating to the company's proposed $600 million debt issuance under
Rule 144A with registration rights. We expect that Energizer
Holdings Inc. will issue the notes, which will be fully and
unconditionally guaranteed by the material domestic subsidiaries
of Energizer Holdings Inc. The company is expected to use net
proceeds from the proposed debt offering to refinance near-term
debt maturities and for general corporate purposes," S&P stated.

Energizer had approximately $2.4 billion of total funded debt
outstanding at March 31, 2011.

"Our ratings on Energizer reflect our opinion that the company has
a satisfactory business risk profile, which we believe provides
support to the company's significant financial risk profile," said
Standard & Poor's credit analyst Mark Salierno.

Standard & Poor's bases its view on Energizer's business risk on
the company's strong market positions in key categories within its
household and personal care segments, its portfolio of well-
established brands (including Energizer, Schick, Edge, Skintimate,
Playtex, Wet Ones, Banana Boat), relatively sizeable and stable
cash flow generation, and solid operating margins. "We also
believe the company has good geographic and segment diversity to
its cash flow, which help to offset its exposure to the batteries
segment, which we believe is a mature market subject to
deflationary trends. We view Energizer's sensitivity to raw
material cost inflation as a risk factor. In addition, Energizer
competes in highly competitive end markets in which discounting
and promotion are aggressive, and against large competitors that
have a high degree of financial flexibility, including Procter &
Gamble Co.," S&P noted

S&P related, "Although we believe Energizer generates good free
cash flow and has adequate liquidity, our view that the company
has a significant financial risk profile reflects credit measures
that are relatively weak for the current rating level, and closer
to 'BB' rating category medians. In addition, Energizer still has
meaningful debt maturities over the intermediate term. Pro forma
debt maturities over the next three years are in excess of $400
million after factoring in debt to be repaid in conjunction with
its current refinancing plans."

"The stable outlook reflects our belief that Energizer has
substantially addressed its near-term refinancing risk, that
operating performance will remain relatively steady despite some
anticipated margin pressure, and that leverage will improve to
below 3x over the next one to two years," S&P said.


EXIDE TECHNOLOGIES: Settles Ch. 11 Suit With Ansell For $2.7M
-------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reports that Ansell Ltd. will get
$2.7 million -- including getting to keep a $1.3 million insurance
setoff -- to end marathon contract litigation in the bankruptcy of
reorganized battery maker Exide Technologies, according to a
settlement reached Thursday.

Delaware bankruptcy Judge Kevin J. Carey shortened the time limit
for objections after the proposed settlement was pitched by the
parties, setting a May 20 objection deadline and scheduling a
May 25 hearing, according to Law360.

                         About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer.

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


EXIDE TECHNOLOGIES: Reaches Deal with Tonolli Committee
-------------------------------------------------------
Judge Kevin Carey approved an agreement to settle the claims
filed by Tonolli Site RD/RA Steering Committee against Exide
Technologies.

Judge Carey held that Claim Nos. 3435 and 5067 will be deemed a
single allowed general unsecured, non-priority Class P4-A claim
for $200,000, and will be paid in accordance with the agreement
and Exide's Joint Plan of Reorganization.

The bankruptcy judge ordered Exide to withdraw its prior
objection to Claim Nos. 3435 and 5067.

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002.  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors
in their successful restructuring.  The Court confirmed Exide's
Amended Joint Chapter 11 Plan on April 20, 2004.  The plan took
effect on May 5, 2004.  While it has emerged from Bankruptcy,
reorganized Exide is still resolving claims filed against it in
the Bankruptcy Court.

                           *     *     *

Reorganized Exide carries 'B' issuer credit ratings from Standard
& Poor's.  "The ratings on Exide Technologies reflect what we
consider to be the Company's aggressive financial risk profile,
which incorporates S&P's expectation that sales and profitability
will improve gradually as demand increases," said Standard &
Poor's credit analyst Nancy Messer.

Exide has 'B3' corporate family and probability of default ratings
from Moody's Investors Service.  In July 2008, Moody's upgraded
the rating to 'B3' from 'Caa1'.  Exide's B3 Corporate Family
Rating continues to incorporate the company's leveraged profile,
cyclical industry characteristics, and raw material pricing
pressure, Moody's said in January 2011.


FINANCIAL GUARDIAN: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Financial Guardian Group, LLC
        6121A Heritage Park Drive, Suite 200
        Chattanooga, TN 37416

Bankruptcy Case No.: 11-04862

Chapter 11 Petition Date: May 12, 2011

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: William Caldwell Hancock, Esq.
                  THE HANCOCK LAW FIRM
                  102 Woodmont Blvd., Suite 200
                  Nashville, TN 37205
                  Tel: (615) 345-0202
                  Fax: (615) 296-0947
                  E-mail: Hancocklaw@comcast.net

Estimated Assets: $0 to $50,000

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

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tnmb11-04862.pdf

The petition was signed by Gregg Underwood, chief manager-member.


FIRST FEDERAL: Bear State Discloses 94.6% Equity Stake
------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Bear State Financial Holdings, LLC, and Richard N.
Massey disclosed that they beneficially own 17,115,262 shares of
common stock of First Federal Bancshares of Arkansas, Inc.,
representing 94.6% of the shares outstanding.  The percentage is
based upon 16,394,619 shares of common stock of the Company issued
and outstanding as reported in its preliminary proxy statement
filed on May 6, 2011 for its annual meeting of stockholders to be
held on June 22, 2011, plus 1,690,000 shares of common stock
issuable upon exercise by Bear State Financial Holdings, LLC of
the warrant.

            About First Federal Bancshares of Arkansas

First Federal Bancshares of Arkansas, Inc. (NASDAQ GM:FFBH) --
http://www.ffbh.com/-- is a unitary savings and loan holding
company for First Federal Bank, a community bank serving consumers
and businesses with a full range of checking, savings, investment
and loan products and services.  The Bank, founded in 1934,
conducts business from 20 full-service branch locations, one
stand-alone loan production office, and 30 ATMs located in
Northcentral and Northwest Arkansas.

The Company reported a net loss of $4.03 million on $29.82 million
of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $45.49 million on $36.04 million in
total interest income during the prior year.

The Company's balance sheet at March 31, 2011 showed $577.67
million in total assets, $542.88 million in total liabilities and
$34.79 million in total stockholders' equity.

BKD, LLP expressed substantial doubt about the bank holding
company's ability to continue as a going concern.  The accounting
firm noted that the Company has experienced significant losses in
recent years and has significant levels of nonperforming assets.
Furthermore, the Company has entered into a written agreement with
the Office of Thrift Supervision which requires the Company to
meet certain capital requirements by Dec. 31, 2010, which were not
met.


FONAR CORP: Reports $1.18-Mil. Net Income in Fiscal 3rd Quarter
---------------------------------------------------------------
Fonar Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting net income
- controlling interests of $1.18 million on $8.65 million of total
revenues, net, for the three months ended March 31, 2011, compared
with a net loss - controlling interest of $8,000 on $7.51 million
of total revenues - net for the same period during the prior year.
The Company also reported net income - controlling interest of
$2.93 million on $25.35 million of total revenues, compared with a
net loss - controlling interests of $3.04 million on $23.21
million of total revenues, for the same period during the prior
year.

The Company's balance sheet at March 31, 2011, showed
$26.35 million in total assets, $27.13 million in total
liabilities, and a $781,000 total stockholders' deficiency.

"We are proud that we have now accomplished one year of solid
profitability," said Raymond Damadian, M. D., president and
chairman of FONAR Corporation.  "Our total net income for these
last four quarters was approximately $3 million and is among the
most profitable one year periods in the Company's history."

"At this time, all of the segments of our business are strong.
Significantly, the management of the ten UPRIGHT(R) Multi-
Position(TM) MRI centers has given us steady profitability that we
can rely on regardless of the state of our economy.  A major
reason for our profitability has been the cost-control measures
that we have taken and which continue to yield results.  We are
pleased with our accomplishments and plan to continue capitalizing
on building a strong business and increasing  shareholder value,"
said Dr. Damadian.

                    Liquidity and Going Concern

Marcum, LLP, in New York, N.Y., expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended June 30, 2010.  The independent auditors noted that Company
has suffered recurring losses from operations, continues to
generate negative cash flows from operating activities, has
negative working capital at June 30, 2010, and is dependent on
asset sales to fund its shortfall from operations.

At March 31, 2011, the Company had a working capital deficit of
approximately $7.3 million and a stockholders' deficiency of
approximately $781,000.  For the nine months ended March 31, 2011,
the Company generated a net income of approximately $2.9 million,
which included  non-cash charges of approximately $2.8 million.

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

                        http://is.gd/ChPlTi

                      About FONAR Corporation

Melville, N.Y.-based FONAR Corporation (Nasdaq: FONR)
-- http://www.fonar.com/-- is a Delaware corporation which was
incorporated on July 17, 1978.   The Company conducts its business
in two segments.  The first, conducted directly through FONAR, is
referred to as the Company's medical equipment segment.  The
second, conducted through the Company's wholly owned subsidiary
Health Management Corporation of America, is referred to as the
physician management and diagnostic services segment.

The medical equipment segment is engaged in the business of
designing, manufacturing, selling and servicing magnetic
resonance imaging, also referred to as "MRI" or "MR", scanners
which utilize MRI technology for the detection and diagnosis of
human disease.

Health Management Corporation of America provides management
services, administrative services, billing and collection
services, office space, equipment, repair, maintenance service and
clerical and other non-medical personnel to diagnostic imaging
centers.


FONAR CORP: Regains Compliance With All NASDAQ Listing Standards
----------------------------------------------------------------
FONAR Corporation has been notified by the NASDAQ Listing Panel
that "the Company has met the requirements of the Panel's decision
dated March 17, 2011 and the applicable requirements for listing
on The NASDAQ Stock Market."  Furthermore the notification
indicated it was closing the matter.

As previously announced, on October 14, 2010, the Company received
notice from the NASDAQ Listing Qualifications Staff that based
upon the Company's non-compliance with the minimum $2.5 million
stockholders' equity requirement as set forth in NASDAQ Listing
Rule 5550(b)(1), the Company's securities were subject to
delisting from The NASDAQ Capital Market.

At a hearing on February 24, 2011, the Company requested the
continued listing of its securities on The NASDAQ Capital Market
pursuant to an extension within which to regain compliance with
the applicable minimum $2.5 million stockholders equity.  The
request was accepted by NASDAQ in a decision dated March 17, 2011.

On May 10, 2011, the Company filed its 10-Q for the quarter ended
March 31, 2011, and issued a press release stating that it had
succeeded in raising $6 million by May 2, 2011, which amount was
more than sufficient to eliminate the stockholders' deficiency of
$781,000 as of March 31, 2011 and achieve compliance with the
stockholders' equity requirement of $2.5 million.

                          About FONAR

FONAR was incorporated in 1978, making it the first, oldest and
most experienced MRI company in the industry.  FONAR introduced
the world's first commercial MRI in 1980, and went public in 1981.
Since its inception, nearly 300 recumbent-OPEN MRIs and 150
UPRIGHT(R) Multi-Position(TM) MRI scanners worldwide have been
installed.  FONAR's stellar product line includes the Upright(TM)
MRI (also known as the Stand-Up(TM) MRI), the only whole-body MRI
that performs Position(TM) imaging (pMRI(TM)) and scans patients
in numerous weight-bearing positions, i.e. standing, sitting, in
flexion and extension, as well as the conventional lie-down
position.

                    Liquidity and Going Concern

Marcum, LLP, in New York, N.Y., expressed substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended June 30, 2010.  The independent auditors noted that Company
has suffered recurring losses from operations, continues to
generate negative cash flows from operating activities, has
negative working capital at June 30, 2010, and is dependent on
asset sales to fund its shortfall from operations.

At March 31, 2011, the Company had a working capital deficit of
approximately $7.3 million and a stockholders' deficiency of
approximately $781,000.  For the nine months ended March 31, 2011,
the Company generated a net income of approximately $2.9 million,
which included  non-cash charges of approximately $2.8 million.


FORUM HEALTH: Court Disapproves Plan Outline for Committee's Plan
-----------------------------------------------------------------
The Hon. Kay Woods of the U.S. Bankruptcy Court for the Northern
District of Ohio disapproved the disclosure statement explaining
the Chapter 11 Plan proposed by the Official Committee of
Unsecured Creditors in the Chapter 11 case of Forum Health, et al.

In a hearing held on May 10, 2011, the Court ordered that the
Committee may, in the future, file a new Disclosure Statement.

                         Committee Plan

Since November 2010, the Debtors engaged in negotiations with the
Official Committee of Unsecured Creditors regarding a joint
Chapter 11 plan.  During the course of those discussions, however,
the Committee raised an objection to the Debtors' proposal to (i)
exclude two affiliates -- Western Reserve Health Foundation and
Trumbull Memorial Hospital Foundation -- Foundations from a joint
plan and (ii) seek dismissal of the Foundations' cases.

The Committee rejected the Debtors' suggestion and, instead, filed
its own plan and disclosure statement.  The Committee Plan
estimates that unsecured creditors will recover 15% to 17% of
their claims.  A copy of the disclosure statement explaining the
Committee Plan is available for free at:

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

The Committee Plan contemplates substantive consolidation of the
all the Debtor entities.  The Debtors do not believe that
substantive consolidation as proposed in the Committee Plan is
appropriate.

                          Management Plan

As reported in the Troubled Company Reporter on Feb. 15, 2011,
Forum Health's Plan generally provides for the liquidation of the
Debtors' remaining assets and distribution of proceeds to
creditors in accordance with the Bankruptcy Code.  Any remaining
unpaid secured claims will be paid in full under the Debtors'
Plan.  Holders of unsecured creditor claims aggregating
$152,000,000 to $167,000,000 are expected to recover 4.88% to
5.36%.  Most of the Pension Benefit Guaranty Corp.'s $140,000,000
claim -- on account of unfunded contributions for a pension plan
for 7,132 former employees of Forum Health -- is treated as an
unsecured claim.  Holders of equity interests won't receive any
distributions.

The Debtors have ceased operations as a healthcare provider and
the Debtors continue to wind down their affairs.

The TCR reported on May 6, 2011, that the Debtors revised the
disclosure statement explaining its liquidating Chapter 11 plan.
The Plan tells unsecured creditors with $152 million to $167
million in claims how they should recover 4.88% to 5.36%.  The
Pension Benefit Guaranty Corp., with a claim of as much as $140
million, will have the same recovery.  Patients with medical
malpractice claims will recover in full if there is insurance
coverage.  If there isn't, they will receive the same 4.88% to
5.36%.  Secured bonds were paid in full from the sale of the
hospital operation.

                        About Forum Health

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  In its
petition, Forum Health estimated $100 million to $500 million in
assets and debts.

McDonald Hopkins LLC and Nadler, Nadler and Burdman Co., L.P.A.,
serve as the Debtors' chapter 11 co-counsel.  Huron Consulting
Services LLC is the Debtors' Chief Restructuring Officer and
Financial Support Personnel.  Houlihan Lokey Howard and Zukin
Capital, Inc. are the Debtors' investment bankers.  Ernst & Young
LLP is the Debtors' independent auditor.  Baker and Hostetler and
Thompson Hine LLP serve as special counsel.  Squire, Sanders &
Dempsey LLP serve as the bond counsel.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Alston & Bird LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Grant Thornton LLP is the financial advisor
to the Creditors Committee.


GARDNER DENVER: S&P Affirms 'BB' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings, including
the 'BB' corporate credit rating, on GDI. "Subsequently, we
withdrew the ratings at the company's request. The outlook was
positive at the time of withdrawal," S&P related.

"The rating affirmation on GDI reflects the company's improving
end-markets and its progress in improving profitability in its
Industrial Products Group," said Standard & Poor's credit analyst
Sarah Wyeth.

"The company's improved leverage, measured by the ratio of
adjusted total debt to EBITDA, was 1.2x at March 31, 2011, versus
our expectation of 3.0x to 3.5x, but is somewhat offset by the
company's financial policy, which in our view is significant,"
said Ms. Wyeth. "However, we believe that if the company continues
to perform well it could absorb a sizable acquisition and still
maintain total debt to EBITDA of approximately 3x, a level
appropriate for the higher rating."


GENERAL MARITIME: Sees $82.5MM Vessel Operating Expenses for 2011
-----------------------------------------------------------------
General Maritime Corporation made available on its Web site at
http://www.generalmaritimecorp.com/estimates for its expected
results in 2011.  The Company estimated direct vessel operating
expenses for the remaining three quarters at $82.50 million.  The
Company also estimated depreciation and amortization for the
remaining three quarters at $71.40 million.  A full-text copy of
the filing is available for free at http://is.gd/HytDp9

                    About General Maritime Corp.

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

The Company's balance sheet at March 31, 2011, showed
$1.72 billion in total assets, $1.42 billion in total liabilities,
and $304.25 million in total shareholders' equity.

The Company reported a net loss of $216.66 million on $387.16
million of voyage revenue for the year ended Dec. 31, 2010,
compared with a net loss of $11.99 million on $350.52 million of
voyage revenue during the prior year.

Deloitte & Touche LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditor noted that the Company requires additional
financing in order to meet its debt obligations that will come due
over the next year.  In addition, the Company has current losses
from operations, a working capital deficit and the expectation
that certain of its loan covenants will not be achieved during
2011 without additional capital being raised, debt being
refinanced or covenants waived or amended.

                           *     *     *

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.  At the same time, S&P lowered its ratings on the
company's senior unsecured notes to 'CCC-', two notches below the
new corporate credit rating; the recovery rating of '6', which
indicates S&P's expectation that lenders will receive a negligible
(0%-10%) recovery in a payment default scenario, remains
unchanged.

"The downgrade reflects General Maritime's weak liquidity, very
limited financial covenant headroom (despite recent amendments),
and deterioration in its financial profile," said Standard &
Poor's credit analyst Funmi Afonja.  "As of Sept. 30, 2010,
General Maritime had no borrowing availability under its
$749.8 million revolving credit facility and $8.7 million in
unrestricted cash, after factoring financial covenant limitations.
In S&P's opinion, the recent financial covenant amendments do not
provide sufficient covenant headroom, and there is still a high
probability of a covenant breach over the next quarter.  If there
is a covenant breach, lenders can require the immediate payment
of all amounts outstanding.  General Maritime's liquidity is
further constrained by significant upcoming debt maturities,
including $27.5 million in scheduled principal payments due in
2011 under its term loan, $50.1 million semiannual reduction on
the revolver, beginning on April 26, 2011, and a bullet payment
of $599.6 million in October 2012, when the facility expires.
General Maritime also has a $22.8 million bridge loan facility
that matures in October 2011.  Cash interest payments on the
bridge loan will increase if the company is unable to pay off the
loan by Dec. 31, 2010."

In the Dec. 22, 2010 edition of the TCR, Moody's Investors Service
lowered its ratings of General Maritime Corporation: Corporate
Family to B3 from B1, Probability of Default to Caa1 from B2 and
senior unsecured to Caa2 from Caa1.  Moody's also downgraded the
Speculative Grade Liquidity rating to SGL-4 from SGL-3.  The
outlook is negative.  The downgrade of the ratings reflects
GenMar's tightening liquidity position as a result of ongoing weak
tanker freight rates and upcoming debt maturities.  These
maturities include the recently arranged $22.8 million bridge loan
due Oct. 21, 2011 ("Bridge Loan"), and two $50 million
repayments (one each on April 26, 2011 and Oct. 26, 2011) that
are due on the company's $750 million revolving credit facility
that was almost fully drawn at Sept. 30, 2010.


GENERAL MARITIME: Registers 7.50MM Shares Under Incentive Plan
--------------------------------------------------------------
General Maritime Corporation registered with the U.S. Securities
and Exchange Commission 7.50 million shares of common stock under
the General Maritime Corporation 2011 Stock Incentive Plan.

                    About General Maritime Corp.

Based in New York City, General Maritime Corporation through its
subsidiaries provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The Company operates its business in one business
segment, which is the transportation of international seaborne
crude oil and petroleum products.  The Company's vessels are
primarily available for charter on a spot voyage or time charter
basis.

The Company's balance sheet at March 31, 2011, showed
$1.72 billion in total assets, $1.42 billion in total liabilities,
and $304.25 million in total shareholders' equity.

The Company reported a net loss of $216.66 million on $387.16
million of voyage revenue for the year ended Dec. 31, 2010,
compared with a net loss of $11.99 million on $350.52 million of
voyage revenue during the prior year.

Deloitte & Touche LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditor noted that the Company requires additional
financing in order to meet its debt obligations that will come due
over the next year.  In addition, the Company has current losses
from operations, a working capital deficit and the expectation
that certain of its loan covenants will not be achieved during
2011 without additional capital being raised, debt being
refinanced or covenants waived or amended.

                           *     *     *

Standard & Poor's Ratings Services in December 2010 lowered its
long-term corporate rating on General Maritime Corp. to 'CCC+'
from 'B', and placed the ratings on CreditWatch with negative
implications.  At the same time, S&P lowered its ratings on the
company's senior unsecured notes to 'CCC-', two notches below the
new corporate credit rating; the recovery rating of '6', which
indicates S&P's expectation that lenders will receive a negligible
(0%-10%) recovery in a payment default scenario, remains
unchanged.

"The downgrade reflects General Maritime's weak liquidity, very
limited financial covenant headroom (despite recent amendments),
and deterioration in its financial profile," said Standard &
Poor's credit analyst Funmi Afonja.  "As of Sept. 30, 2010,
General Maritime had no borrowing availability under its
$749.8 million revolving credit facility and $8.7 million in
unrestricted cash, after factoring financial covenant limitations.
In S&P's opinion, the recent financial covenant amendments do not
provide sufficient covenant headroom, and there is still a high
probability of a covenant breach over the next quarter.  If there
is a covenant breach, lenders can require the immediate payment
of all amounts outstanding.  General Maritime's liquidity is
further constrained by significant upcoming debt maturities,
including $27.5 million in scheduled principal payments due in
2011 under its term loan, $50.1 million semiannual reduction on
the revolver, beginning on April 26, 2011, and a bullet payment
of $599.6 million in October 2012, when the facility expires.
General Maritime also has a $22.8 million bridge loan facility
that matures in October 2011.  Cash interest payments on the
bridge loan will increase if the company is unable to pay off the
loan by Dec. 31, 2010."

In the Dec. 22, 2010 edition of the TCR, Moody's Investors Service
lowered its ratings of General Maritime Corporation: Corporate
Family to B3 from B1, Probability of Default to Caa1 from B2 and
senior unsecured to Caa2 from Caa1.  Moody's also downgraded the
Speculative Grade Liquidity rating to SGL-4 from SGL-3.  The
outlook is negative.  The downgrade of the ratings reflects
GenMar's tightening liquidity position as a result of ongoing weak
tanker freight rates and upcoming debt maturities.  These
maturities include the recently arranged $22.8 million bridge loan
due Oct. 21, 2011 ("Bridge Loan"), and two $50 million
repayments (one each on April 26, 2011 and Oct. 26, 2011) that
are due on the company's $750 million revolving credit facility
that was almost fully drawn at Sept. 30, 2010.


GENWORTH MORTGAGE: S&P Lowers Underlying Ratings on CaHLIF Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating and
underlying rating (SPUR) to 'BBB' from 'A' on California Housing
Finance Agency's (CalHFA) bonds issued under its home mortgage
revenue bond (HMRB) indenture. The outlook is stable.
The lowered ratings reflect S&P's opinion of:

    * "A loan portfolio that we consider to be of moderate to high
      risk, with approximately 42% of loans insured through a
      reinsurance contract with Genworth Mortgage Insurance Corp.
      (BB+/Negative) with the California Housing Loan Insurance
      Fund (CaHLIF, 'NR'), and a significant portion of loans
      composed of either interest-only or 40-year loans," S&P
      stated.

    * The weak California housing market, which has contributed to
      high nonperforming assets.

    * Financial challenges facing CalHFA resulting from the
      significant use of variable-rate debt and swaps.

"The factors are partially offset by our opinion of consolidated
cash flows that demonstrate sufficient assets and revenues to
absorb projected loan losses without reliance on cash
contributions by CalHFA from other funding sources," said Standard
& Poor's credit analyst Lawrence Witte. "In addition,
participation in the U.S. Treasury's Temporary Credit and
Liquidity Program has allowed to the agency to refinance some of
its high interest and variable-rate debt," added Mr. Witte.

If the issuer is able to demonstrate sufficient excess assets to
cover potential liquidity and credit shortfalls under various
prepayment scenarios at the 'A' level, Standard & Poor's would
consider an upgrade. If the indenture's fund balance declines
considerably, loss assumptions increase, or CalHFA is unable to
find a replacement for the Temporary Credit and Liquidity
Program support, negative rating action could be warranted.


GIBSON ENERGY: Moody's Affirms B1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service changed Gibson Energy Holdings ULC's
(Gibson) outlook to positive and affirmed its B1 Corporate Family
Rating (CFR). Moody's assigned a B1 rating to Gibson Energy ULC's
proposed US$250 million senior secured revolver and to its
proposed US$700 million senior secured term loan. Moody's also
assigned a SGL-2 Speculative Grade Liquidity rating. The ratings
are contingent upon the completion of a proposed C$500 million
equity issue by Gibson's parent and guarantor, Gibson Energy Inc.

Assignments:

   Issuer: Gibson Energy Holdings ULC

   -- Speculative Grade Liquidity Rating, Assigned SGL-2

   Issuer: Gibson Energy ULC

   -- Senior Secured Bank Credit Facility, Assigned B1(LGD 3, 43%)

   -- Senior Secured Bank Credit Facility, Assigned B1(LGD 3, 43%)

Outlook Actions:

   Issuer: Gibson Energy Holdings ULC

   -- Outlook, Changed To Positive From Stable

   Issuer: Gibson Energy ULC

   -- Outlook, Changed To Positive From Stable

RATINGS RATIONALE

The proceeds of the term loan, along with the proceeds of a
planned C$500 million equity issue, will be used to repay both
US$760 million of existing notes and C$135 million of preferred
shares, and to fund anticipated capital expenditures.

"The change to a positive outlook reflects debt reduction of
approximately US$200 million, and the prefunding of 2011 growth
capital expenditures from the proceeds of a C$500 million equity
issue," said Terry Marshall, Moody's Senior Vice President. "The
positive outlook also anticipates growth in EBITDA from full-year
contributions of cash flow from acquisitions completed in 2010 and
organic growth from expansionary capital spending in 2011 and
2012."

Gibson's B1 CFR reflects the concentration in western Canadian
midstream gathering and storage activities, albeit with recently-
acquired geographic diversity in the U.S. The rating also reflects
the company's history of operating with high leverage, although
this should reduce over the next year with anticipated EBITDA
growth. The rating also considers the price and volume risks
inherent in the company's business segments, particularly with
respect to its marketing 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 is 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 SGL-2 Speculative Grade Liquidity rating indicates good
liquidity over the next 12 months. Gibson's pro-forma cash of
approximately C$120 million and cash from operations should be
sufficient to fund all but about $20 million of the company's
maintenance and growth capital and cash dividends through the
first quarter of 2012. To fund this shortfall the company should
have access to all of its US$250 million revolving credit
facility, but for an estimated $40 million used for letters of
credit. 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 rating could be raised if Gibson is able to execute on its
business plan, completing growth capital expenditures and
realizing anticipated growth in EBITDA, resulting in an
improvement in debt to EBITDA to below 4x, Management has in the
past managed the company to much higher leverage levels, so
ability will need to be coupled with a willingness to reduce
leverage in order for the rating to be upgraded. A downgrade in
rating is unlikely in the near term, but could be lowered if it
appeared the ratio of debt to EBITDA was likely to be
unsustainable below 5.5x.

The secured revolver and term loan B are rated at the B1 CFR,
reflecting both the company's overall probability of default, to
which Moody's assigns a PDR of B1, and a loss given default (LGD)
of LGD3 (43%) using Moody's Loss Given Default Methodology. Gibson
has a large trade payables balance due to the significant
weighting of purchase and sale activity related to its marketing
business. 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 principal methodology used in rating Gibson was Global
Midstream Energy rating methodology published in December 2010.

Gibson Energy Holdings ULC 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 Holdings ULC will be a wholly-owned
subsidiary of publicly-traded Gibson Energy Inc., which will
provide a downstream guarantee for the rated debt.


GLC LIMITED: Files Schedules of Assets & Liabilities
----------------------------------------------------
GLC Limited filed with the U.S. Bankruptcy Court for the Southern
District of Ohio, its schedules of assets and liabilities,
disclosing:

Name of Schedule         Assets             Liabilities
----------------         -----------        -----------
A. Real Property                  $0
B. Personal Property     $18,231,434
C. Property Claimed as
   Exempt
D. Creditors Holding                             $255,900
   Secured Claims
E. Creditors Holding                              $69,000
   Unsecured Priority
   Claims
F. Creditors Holding                          $27,770,456
   Unsecured Non-priority
   Claims
                       --------------      --------------
      TOTAL               $18,231,434         $28,095,356

                          About GLC Limited

Proctorville, Ohio-based GLC Limited is principally a liquidation
company in the wholesale/retail distribution industry.  It offers
large selections of name brand products in many categories.  It
distributes its goods through a network of wholesale distributors,
retail chains and discount and surplus centers.  It owns four
warehouses for its goods which are located in Proctorville and
Columbus, Ohio and Huntington, West Virginia.

GLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio
Case No. 11-11090) on Feb. 28, 2011.  James R. Burritt, chief
restructuring officer, signed the Chapter 11 petition. The Debtor
estimated its assets and debts at $10 million to $50 million.

Ronald E. Gold, Esq., at Frost Brown Todd LLC, serves as the
Debtor's bankruptcy counsel.  The Official Committee of Unsecured
Creditors in GLC Limited's Chapter 11 bankruptcy case has tapped
Morris, Manning & Martin, LLP, as counsel.


GLOBAL CAPACITY: Completes Sale of All Assets to Pivotal Group
--------------------------------------------------------------
Global Capacity has completed the sale of substantially all of its
assets to GC Pivotal, LLC, an affiliate company of the leading
investment firm Pivotal Group.  With this transaction now
complete, the Company moves forward as a privately-held company
with a strong balance sheet and no debt.  GC Pivotal, LLC will go
to market as Global Capacity, offering the same innovative
solutions that customers have come to expect.

"Global Capacity now has the financial strength and strategic
backing required to invest in and evolve our innovative One
Marketplace Access Exchange platform," states Patrick Shutt, CEO
of Global Capacity.  "We are pleased that Pivotal Group has
recognized the unique value offering of this platform, and we look
forward to continuing to provide the highest quality solutions and
services to our customers and prospects.  And notably, we are
extremely grateful for the loyalty of our customers and suppliers
as we completed this process."

This acquisition transfers Global Capacity's business into a
privately-held company with no debt and positive monthly cash flow
from operations.  The Company has maintained strong customer and
supplier relationships throughout its restructuring process, and
with the completion of this transaction, Global Capacity has the
financial support from Pivotal required to advance the Company's
organic growth objectives, while investing in further expansion of
its One Marketplace Access Exchange.

"We are extremely pleased to complete our Global Capacity
transaction," continues Francis Najafi, CEO of Pivotal Group.
"The One Marketplace Access Exchange is a unique platform in a
very large, inefficient global fiber market.  We believe that this
innovative platform is on the verge of exponential growth," he
added.

The sale was approved by the count in the Global Capacity
bankruptcy case, and the details on the asset transfer may be
found there.  The court will supervise the post-sale wind-down of
the bankruptcy.

                      About Global Capacity

Headquartered in Chicago, Illinois, Capital Growth Systems, Inc.,
known as Global Capacity, and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.

Capital Growth Systems and its affiliates filed for Chapter 11
protection on.  The lead debtor is Global Capacity Holdco LLC
(Bankr. D. Del. Case No. 10-12302).  Global Capacity Group Inc.
estimated $10 million to $50 million in assets and debts in its
petition.


GRADY INVESTMENT: Court Orders Real Estate to be Sold at Auction
----------------------------------------------------------------
Iron Horse Auction Company, Inc. will be selling acres of highly
desirable land on Clinard Farms Road.  The land is just south of
I-40 and the airport and west of NC Highway 68.  It is zoned
General Business and Traditional Neighborhood under a Conditional
Use Permit.  The property will be offered in 3 parcels, 2 of which
are being sold by U.S. Bankruptcy Court Order in the matter of
Grady Investment Properties LLC, Debtors in Possession, Case
Number 10-10360.  The third property is owned by a local financial
institution.

The auction will be held on June 9th at 6 p.m. at the Ashford
Suites Hotel on Sedgebrook Street in High Point.  Will Lilly of
Iron Horse Auction Company, Inc. states, "This land represents an
opportunity to buy prime development land in one of Guilford
County's strongest growth areas.  It is only a matter of time
before this land is ready for a great investment opportunity."

Further information can be found at
http://www.ironhorseauction.com/or by calling 800-997-2248.

Grady Investment Properties, LLC, also known as Grady Apartments,
filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 10-10360) on
Feb. 26, 2010.  Dirk W. Siegmund, Esq., at Ivey, McClellan,
Gatton, & Talcott, LLP, in Greensboro, North Carolina.  The Debtor
estimated assets and debts of $1 million to $10 million.


GRAMERCY PARK: Files Sale-Based Chapter 11 Plan
-----------------------------------------------
Gramercy Park Land LLC filed with the U.S. Bankruptcy Court for
the Southern District of New York a proposed Chapter 11 plan of
reorganization and an explanatory disclosure statement.

The Chapter 11 plan is hinged on the proposed sale of certain
properties to Alchemy Gramercy LLC, which agreed to acquire the
properties under a purchase and sale agreement dated April 13,
2011.  Absent higher and better offers, Alchemy will acquire the
assets for a purchase price of $27,500,000, plus payment $400,000
for the Debtor's estate solely for allowed administrative,
statutory, priority and general unsecured claims.

Stabfund (USA) Inc., mortgagee of the real properties, will be
paid from the proceeds of the sale of the properties, in full
satisfaction of its secured claims.

Each holder of general unsecured claims will be entitled to
receive cash, if any, after payment in full to all holders of the
allowed administrative expense claims, allowed priority tax claims
and allowed priority claims.

Shareholders will not retain their interests in Debtor and will
receive no distribution unless all other classes are paid in full
with interest.

A full-text copy of the Chapter 11 Plan Of Reorganization is
available for free at http://ResearchArchives.com/t/s?7605

                        About Gramercy Park

New York-based Gramercy Park Land, LLC, filed for Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-11385) on
March 29, 2011.  Avrum J. Rosen, Esq., at The Law Offices of Avrum
J. Rosen, PLLC, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates LT 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11386) and NK 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11387) simultaneously filed separate Chapter 11 petitions on
March 29, 2011.


GRAMERCY PARK: Proposes Alchemy-Led Auction for Assets
------------------------------------------------------
U.S. Bankruptcy Court for the Southern District of New York to
approve a proposed bidding procedures to govern the sale of
certain real estate properties, subject to better and higher bids.

The Debtor tells the Court that it reached a deal with Alchemy
Gramercy LLC to sell the properties on April 13, 2011, wherein,
absent higher and better offers, Alchemy agreed to buy the
properties for a purchase price of $27.5 million plus $400,000 for
the Debtor's estate for allowed administrative, statutory,
priority and general unsecured claims.

The properties up for sale are 276-280 Third Avenue, New York, New
York, inclusive of all Air Rights and other Development Rights
appurtenant to the 266 Third Parcel and the 276 Third Parcel, and
the Development Rights appurtenant to 266 Third Avenue, 272 Third
Avenue, 274 Third Avenue and 158 East 22nd Street, New York, New
York.

Under the deal, the Debtor has agreed to pay a break-up fee of 3%
of the purchase price in the event the stalking horse bidder is
outbid at the auction.

A full-text copy of the Purchase and Sale Agreement is available
for free at http://ResearchArchives.com/t/s?7606

                        About Gramercy Park

New York-based Gramercy Park Land, LLC, filed for Chapter 11
bankruptcy protection on March 29, 2011 (Bankr. S.D.N.Y. Case No.
11-11385).  Avrum J. Rosen, Esq., at The Law Offices of Avrum J.
Rosen, PLLC, serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates LT 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11386) and NK 266 Third Avenue, LLC (Bankr. S.D.N.Y. Case No. 11-
11387) simultaneously filed separate Chapter 11 petitions on
March 29, 2011.


GREYSTONE PHARMACEUTICALS: Plan to Pay Unsecureds in 9 Years
------------------------------------------------------------
Greystone Pharmaceuticals, Inc., submitted to the U.S. Bankruptcy
Court for the Western District of Tennessee a new Chapter 11 Plan
prepared by its founder and CEO, Greg P. Pilant.

The Amended Plan contemplates that secured creditors will be paid
in installments with interest of 10% to 12% from net income until
the claims are paid in full, with final payment to be made in 2011
or 2012.  General unsecured claims, aggregating $18 million to
$19.5 million, will be paid quarterly starting on 2014 and will be
paid in full by 2020.  Holders of equity interests will retain
their ownership interest but will not receive any distributions
until creditors are paid in full.

The secured creditors and the unsecured creditors are impaired
under the Plan.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/GREYSTONEPHARMACEUTICALS_DS419.pdf

Mr. Pilant can be reached at:

         Greg P. Pilant, chairman and CEO
         Greystone Pharmaceuticals, Inc.
         16261 Bass Rd. Suite 202
         Fort Myers, FL 33908
         Tel: (239) 432-2780
         Fax: (239) 432-2782
         Cell: (901) 289-8617

              About Greystone Pharmaceuticals, Inc.

Fort Myers, Florida-based Greystone Pharmaceuticals, Inc. -- aka
Greystone Medical, Inc., and Greystone Medical Group, Inc. --
operates a pharmaceutical company.  The Company filed for Chapter
11 bankruptcy protection on November 2, 2009 (Bankr. W.D. Tenn.
Case No. 09-32236).

John L. Ryder, Esq., at Harris Shelton Hanover Walsh, PLLC, in
Memphis, Tenn., assists the Company in its restructuring effort.
David J. Cocke, Esq., at Evans Petree PC, in Memphis, Tenn.,
represents the Unsecured Creditor's Committee as counsel.

In its schedules, the Debtor disclosed $25,467,546 in assets, and
$22,601,150 in liabilities as of the petition date.


GULF SOUTH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gulf South Medical & Surgical Institute, Inc.
        dba Kenner Dermatology Clinic
        dba Algiers Dermatology Clinic
        dba Chalmette Dermatology Clinic
        dba Covington Dermatology Clinic
        dba Slidell Dermatology Clinic
        dba Hammond Dermatology Clinic
        dba Farber Dermatology Clinic
        dba Terrytown Dermatology Clinic
        3705 Florida Avenue
        Kener, LA 70065

Bankruptcy Case No.: 11-11551

Chapter 11 Petition Date: May 13, 2011

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Darryl T. Landwehr, Esq.
                  1010 Common Street, Suite 1710
                  New Orleans, LA 70112
                  Tel: (504) 561-8086
                  Fax: (504) 561-8089
                  E-mail: dtlandwehr@aol.com

Scheduled Assets: $7,154,572

Scheduled Debts: $1,177,096

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/laeb11-11551.pdf

The petition was signed by George Farber.


GULFSTREAM INT'L: Victory Park Completes Purchase of Business
-------------------------------------------------------------
Dow Jones' DBR Small Cap reports that Victory Park Capital
Advisors LLC is buckling again into the airline sector, completing
its purchase of Gulfstream International Group Inc.

As reported in the Troubled Company Reporter in January,
Bankruptcy Judge John K. Olson on Jan. 20 entered an order
authorizing Gulfstream to sell its business to an affiliate of
Chicago-based Victory Park Capital.

Victory Park bought Gulfstream in return for financing it provided
the Chapter 11 case.  In addition, Victory Park agreed to pay
Raytheon Aircraft Credit Co. $18.7 million to buy the 21
Beechcraft 1900 D aircraft that Gulfstream operates.  Raytheon
also will be paid arrears on the aircraft leases.  Victory Park
will pick up specified expenses of the Chapter 11 case while
setting aside a $600,000 fund to pay professional fees.  Victory
Park is also allowing the creation of a $100,000 fund to finance
lawsuits.

A prior bankruptcy court order said there will be a "structured
dismissal" of the Chapter 11 case within 30 days of the completion
of the sale.

                 About Gulfstream International

Fort Lauderdale, Florida-based Gulfstream International Airlines
(NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000
aircraft, and specialized in providing travelers with access to
niche locations not typically covered by major carriers.  GIA
operated more than 150 scheduled flights per day, serving nine
destinations in Florida, 10 destinations in the Bahamas, five
destinations from Continental Airline's hub under the Department
of Transportation's Essential Air Service Program and supports
charter service to Cuba through a services agreement with
Gulfstream Air Charter, Inc., an entity otherwise unrelated to the
Debtors.  GIA operated as a Continental Connection carrier, as
well as for United Airlines, Northwest Airlines and Copa Airlines,
through code share agreements.  GIA has 620 employees, including
530 working full-time.

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-44131) on
Nov. 4, 2010.  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed $15,967,096 in total
assets and $25,243,099 in total liabilities.

Victory Park provided Gulfstream with up to $5 million debtor-in-
possession financing to fund the Chapter 11 case.


HAMPTON ROADS: Promotes C. Parker to Pres. Outer Banks Market
-------------------------------------------------------------
Hampton Roads Bankshares, Inc., announced that Gateway Bank &
Trust Co., a division of Bank of Hampton Roads, has promoted
Charles E. Parker, III to President, Outer Banks Market.  Gateway
Bank has also named Ronald K. Bennett as Senior Market Development
Officer and Chairman of its Outer Banks Community Board.

Mr. Parker has over 27 years of banking experience, most recently
serving as Senior Vice President and Commercial Lender at Gateway
Bank.  In his new role, he will oversee all commercial banking in
the Outer Banks market.  Mr. Parker has an extensive community
service record in the region, serving as a current board member
for Fellowship of Christian Athletes NE-NC, Outer Banks Community
Development Corporation, and Outer Banks Crime Line, and as a
member of the Outer Banks Kiwanis Club.

"Continuing to work and live in the Outer Banks community is a
blessing.  I look forward to the opportunities the Market
President role presents," said Parker.  "Our customers, co-
workers, and board members make Gateway Bank a first class
financial institution and I am excited about our future."

With over 38 years in the banking industry, Bennett will be
responsible for expanding Gateway Bank's presence in the Outer
Banks Market and leading its Community Board, which he was
instrumental in developing.  He currently serves on the Board of
Directors for Pathways International, Coastal Studies Institute
Foundation, and the Juvenile Crime Prevention Council for Dare
County, and is a member of North Banks Rotary Club.

"I am thrilled to be able to continue working with the best group
of bankers anywhere and to be able to devote my full efforts to
business development," said Bennett.  "Based on our employees'
unwavering commitment to excellent customer service and the strong
leadership of senior management, the future looks very bright for
our Company."

John A. B. "Andy" Davies, Jr., the Company's President and Chief
Executive Officer, said, "Chuck and Ron have been instrumental in
building the Gateway Bank franchise on the Outer Banks.  Their
leadership, industry knowledge, and community dedication are
exemplary - they are a true asset to our organization and the
communities we serve."

                   About Hampton Roads Bankshares

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

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

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

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

The Company reported a net loss of $210.35 million on $122.20
million of total interest income for the year ended Dec. 31, 2010,
compared with a net loss of $201.45 million on $149.44 million of
total interest income during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $2.90 billion
in total assets, $2.71 billion in total liabilities and $190.79
million in total shareholders' equity.

Yount, Hyde & Barbour, P.C., in Winchester, Va., expressed
substantial doubt about the Company's ability to continue as a
going concern in its report on the Company's restated consolidated
financial statements for the year ended Dec. 31, 2009.  The
independent auditors noted that quantitative measures established
by regulation to ensure capital adequacy require the Company and
its subsidiary banks to maintain minimum amounts and ratios of
total and Tier I capital to risk-weighted assets, and Tier I
capital to average assets.  In addition, the Company has suffered
recurring losses from operations and declining levels of capital.


HARRY & DAVID: Court Approves $300 Million Financial Bailout
------------------------------------------------------------
Damian Mann at Ashland Daily Tidings reports that a $310 million
financial bailout approved by the U.S. Bankruptcy Court in
Delaware could give Harry & David Holdings Inc. the leverage to
pull out of bankruptcy.

According to the report, after smoothing out objections by
creditors, the bankruptcy court approved a $100 million line of
credit and a $55 million loan for Harry & David, one of the
largest employers in Southern Oregon.  In addition to the line of
credit and loan, Harry & David received approval from the court
for another $100 million in exit financing, as well as a
$55 million stock offering intended to help the company emerge
from Chapter 11 bankruptcy protection.

Daily Tidings says a committee representing unsecured creditors
came to an agreement with Harry & David over the loans.  The
creditors, who provide goods and services but don't have any
assets in the company, earlier had balked at fees being charged
for the loans for the financial bailout.  The higher the fees, the
less the creditors might receive.

Daily Tidings relates that Wasserstein & Co, the parent company of
Harry & David, is one of many lenders that have agreed to prop up
the gourmet food and gift retailer, but also wanted to charge fees
and for the loans.  Wasserstein also wanted additional shares in
Harry & David as part of the restructuring plan.

According to Daily Tidings, the unsecured creditor committee
includes a major landlord, a candy company, printing company and
the U.S. Pension Benefit Guaranty Corp., a federal pension
protection agency.  In objecting to the initial proposal, the
committee members said Wasserstein would be "the primary
beneficiary" of the bankruptcy by receiving $5 million in fees for
agreeing to buy any unsold stock in addition to fees of $625,000
annually to maintain its management services.

Daily Tidings says creditors also pointed out the private equity
firm had made significant profits on its investment in Harry &
David while saddling the company with $200 million in bonded debt.

Details of the loans were made public by Sard Verbinnen & Co. and
Rothschild Inc., two firms working with Harry & David during the
Chapter 11 negotiations.

                         About Harry & David

Medford, Oregon-based Harry & David Holdings, Inc. -- aka Bear
Creek Corporation; Bear Creek Direct Marketing, Inc.; Bear Creek
Stores, Inc.; Bear Creek Operations, Inc.; and Bear Creek
Orchards, Inc. -- is a multi-channel specialty retailer and
producer of branded premium gift-quality fruit and gourmet food
products and gifts marketed under the Harry & David(R),
Wolferman's(R) and Cushman's(R) brands.  It has 70 stores across
the country.

Harry & David Holdings filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-10884) on March 28, 2011.

Affiliates Harry and David (Bankr. D. Del. Case No. 11-10885),
Harry & David Operations, Inc. (Bankr. D. Del. Case No. 11-10886),
and Bear Creek Orchards, Inc. (Bankr. D. Del. Case No. 11-10887)
filed separate Chapter 11 petitions.  The cases are jointly
administered, with Harry David Holdings as lead case.

Daniel J. DeFranceschi, Esq.; Paul Noble Heath, Esq.; and Zachary
Shapiro, Esq., at Richards Layton & Finger, serve as the Debtors'
local counsel.  David G. Heiman, Esq.; Brad B. Erens, Esq.; and
Timothy W. Hoffman, Esq., at Jones Day, are the Debtors' legal
counsel.  Rothschild Inc. is the Debtors' investment banker.
Alvarez & Marsal LLC is the Debtors' financial advisor.  Garden
City Group Inc. is the Debtors' claims and notice agent.  McKinsey
Recovery & Transformation Services U.S. LLC is being tapped as
management consultants.

Kristopher M. Hansen, Esq., and Erez E. Gilad, Esq., at Stroock &
Stroock & Lavan LLP; Thomas B. Walper, Esq., at Munger, Tolles &
Olson LLP; and Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer
& Feld LLP are counsel to principal noteholders.  Moelis & Company
is the financial advisor to the principal noteholders.

Lowenstein Sandler has been retained as counsel to the unsecured
creditors committee in the Harry & David bankruptcy case.

The Debtors disclosed $304.3 million in total assets and
$360.8 million in total debts as of Dec. 25, 2010.


HEARUSA, INC: Files for Chapter 11 to Sell Assets to Demant
-----------------------------------------------------------
HearUSA, Inc., which sells hearing aids in 10 states, filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 11-23341) on May
16, 2011, to sell the business for $80 million to William Demant
Holdings A/S.

"After exploring a range of possible alternatives to meet our
liquidity needs to operate our business, management and the Board
of Directors of HearUSA concluded that a court-supervised sale of
our assets is in the best interest of the Company and its
stakeholders," said Gino Chouinard, Interim Chief Executive
Officer, President and Chief Operating Officer.  "We are committed
to continuing our business operations with minimal impact
throughout the process and will continue to serve our customers
with the high standard of care they have come to expect from us."

The Debtor said that assets are $65.6 million, against debt of
$64.7 million as of March 31, 2010.  It operates 134 centers
throughout Florida, New York, New Jersey, Massachusetts, Ohio,
Michigan, Missouri, North Carolina, Pennsylvania, South Carolina
and 38 centers in California (through HEARx West).  HearUSA said
it is the nation's only hearing care network accredited by
Utilization Review Accreditation Commission, an independent,
nonprofit health care accrediting organization.

Joseph J. Luzinski, senior vice president of Development
Specialists, and retained as chief restructuring officer of
HearUSA, relates the Debtor has a supply agreement with Siemens
Hearing Instruments Inc., under which the Debtor agreed to fill
90% of its centers' hearing aid requirements with Siemens'
products.  Siemens extended to HearUSA a $50 million credit
facility.  If the 90% minimum purchase requirement is met, HearUSA
earns rebates, which are then used to liquidate principal and
interest payments due under the credit agreements.  Siemens is
owed $31.3 million as of the Petition date.

Siemens prompted the bankruptcy filing by terminating the credit
agreement and demanding immediate payment as the result of a
dispute over proceeds from the sale of HearUSA's Canadian
business.  The Debtor had already paid Siemens $8.1 million of the
proceeds from the sale.  But Siemens demanded additional payment
of $2.3 million due as a result of the sale.

On Feb. 4, 2011, the Debtor filed a complaint against Siemens in
the Supreme Court of the State of New York, seeking a declaratory
judgement concerning the $2.3 million claim by Siemens.  But
before the matter had come before the court, Siemens on March 17,
2011, issued a notice of default.  The Debtor sought a temporary
restraining order to prevent Siemens from declaring the default
and accelerating the full amount under the credit agreement.  The
trial court, however, denied the motion.  An appellate court later
granted a TRO against Siemens.

HearUSA operated at a loss since inception.  In 2009, revenue was
$88.9 million.  In 2010, revenue of $83.5 million resulted in a
$2.6 million loss from operations and a $7.9 million net loss.
For this year's first quarter, revenue of $14.8 million resulted
in a $2.2 million loss from operations.  Projected revenue this
year is $61 million.

                     Sale to William Demant

The Debtor has received an offer from Denmark-based William Demant
to acquire all of the assets for $70 million in cash plus other
non-cash consideration.

The sale to Demant, the stalking horse bidder, is subject to
higher and better offers at a bankruptcy court-sanctioned auction.
The Debtor intends to continue to market its business for sale as
a going concern.

The contract with Demant requires bankruptcy court approval of
auction procedures by June 6 and completion of the auction by
July 18.  The hearing for approval of the sale must occur by
July 19.

                DIP Financing From Proposed Buyer

Demant will provide $10 million in postpetition financing to
assist the Debtor in continuing its operations pending a sale.  If
Demant ends up the buyer, the debt will be assumed as part of the
purchase price.

The $10 million in financing from Demant will be secured by a lien
junior to the Siemens debt.

The Debtor is also seeking to use the cash that constitute as
collateral of Siemens.  The Debtor notes that the proposed
purchase price exceeds by over $50 million the principal amount of
the prepetition secured obligations to Siemens.

"We believe the DIP financing agreement with William Demant will
provide the resources we need to satisfy our obligations to
employees, suppliers and customers, and to meet our obligations
under our managed care contracts.  We are committed to make this a
seamless process for all of our stakeholders," said Mr. Chouinard.

                         Business As Usual

To ensure that day-to-day operations continue as usual, the
Company has filed "first day" motions seeking assurances from the
court that employees will continue to receive their usual pay and
benefits on an uninterrupted basis, that the Company can honor its
agreements, and that customers will continue receiving goods and
services as they normally would.  The Company said that as part of
the chapter 11 process, it will seek to obtain the "highest and
best" offer for its assets.  The Company will hold a court-
supervised competitive auction for its assets with William
Demant's stalking horse bid as the floor, and seek court approval
to close a final transaction.  The Company said it expects to
close within a matter of months.

The Company also announced that on May 9, 2011, Stephen J.
Hansbrough resigned as Chief Executive Officer and Chairman of the
Board of Directors.  The Board has appointed Gino Chouinard to
serve as Interim Chief Executive Officer.


HEARUSA, INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: HearUSA, Inc.
        1250 NorthPoint Parkway
        West Palm Beach, FL 33407

Bankruptcy Case No.: 11-23341

Chapter 11 Petition Date: May 16, 2011

Court: U.S. Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Brian K. Gart, Esq.
                  BERGER SINGERMAN, P.A.
                  350 E. Las Olas Boulevard, #1000
                  Ft Lauderdale, FL 33301
                  Tel: (954) 525-9900
                  E-mail: bgart@bergersingerman.com

                         - and -

                  Debi Evans Galler, Esq.
                  BERGER SINGERMAN, P.A.
                  200 S. Biscayne Boulevard, #1000
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  E-mail: dgaller@bergersingerman.com

                         - and -

                  Paul Steven Singerman, Esq.
                  BERGER SINGERMAN, P.A.
                  200 S. Biscayne Boulevard, #1000
                  Miami, FL 33131
                  Tel: (305) 755-9500
                  E-mail: singerman@bergersingerman.com

Debtor's
Special
Counsel:          BRYAN CAVE, LLP

Debtor's
Investment
Banker:           SONENSHINE PARTNERS, LLC

Debtor's
Restructuring
Advisors:         DEVELOPMENT SPECIALISTS, INC.

Debtor's Notice,
Claims and
Balloting Agent:  TRUSTEE SERVICES, INC.

Debtor's
Communications
Consultants:      ALIXPARTNERS, LLC

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

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

The petition was signed by Joseph J. Luzinski, chief restructuring
officer.

Debtor's List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bryan Cave                         --                     $466,070
P.O. Box 503089
St. Louis, MO 63150-3089

Oticon Inc.                        --                     $259,030
P.O. Box 8500-52843
Philadelphia, PA 19178-2843

Hansaton Accoustics Inc.           --                     $242,126
15650 36th Avenue N., Suite 110
Plymouth, MN 55446

United Healthcare of Fl, Inc.      --                     $187,222

Phonak                             --                     $177,696

AARP                               --                     $115,212

JKG Corporation                    --                     $113,621

Spectrum Brands                    --                      $69,119

Daily News                         --                      $68,540

Family Hearing Aid Center          --                      $63,258

Starkey                            --                      $56,927

USI Insurance Services, LLC        --                      $53,894

Dowd, Kathy                        --                      $49,844

Oaktree Products Inc.              --                      $46,907

Precision Laboratories Inc.        --                      $43,968

BDO Seidman                        --                      $36,760

Verizon Business                   --                      $36,209

Advisory Financial Group           --                      $32,755

Dalco Contingency, LLC             --                      $32,276

Newsday                            --                      $31,840


HYMAN FAMILY: Shuts Down Two Susie's Deals Stores in Anaheim
------------------------------------------------------------
Hang Nguyen at the Orange County Register reports that Susie's
Deals confirmed that it's shuttering another two stores in Orange
County.  Susie's Deals is closing its stores in Anaheim on Lincoln
Avenue and Fullerton.

The Company is trying to become more efficient by closing its
underperforming stores and getting out of expensive leases.

Deborah Belgum at Apparel News reports that Susie's Deals faced
financial problems last summer.  In June, store executives made a
deal with Moshe Javizdad to receive a 45% share of the company in
exchange for a $1 million cash infusion to pay old debts.
Mr. Javizdad, who also is associated with Blue Galaxy Inc., a
clothing wholesaler in Vernon, Calif., and Pacesetter Fabrics,
also forgave $2.8 million in trade debt the Hymans owed him.

But still the Debtor succumbed to bankruptcy.  "Without sufficient
inventory, the debtor [Susie's Deals] was not able to generate
sales, upon which the business relies.  The lack of sufficient
cash flow and pressure from vendors caused the debtor to commence
the instant reorganization proceedings," Apparel News, citing
papers filed with the Court, quotes the Debtor as saying.

The Hymans said in court papers that the $4 million investment
would have been better if it had been cash and a credit line
instead of forgiven debt to be able to order more store
merchandise.

Susie's Deals, based in Ontario, California, is a chain of more
than 70 stores founded in 1974 by Susan Hyman and her three
brothers-Stephen, Howard and David.

Hyman Family L.P., doing business as Susie's Deals, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 11-20827) on
April 1, 2011.  David B. Golubchik, Esq., and Krikor J.
Meshefejian, Esq., at Levene Neale Bender Rankin & Brill LLP, in
Los Angeles, represent the Debtor in the Chapter 11 case.  The
Debtor estimated $1 million to $10 million in assets and debts as
of the Chapter 11 filing.

The Company's top 10 major unsecured creditors include One Step Up
in New York, owed $283,236; Margin Maker Inc. in Orange, Calif.,
owed $254,028; G & S Off-Price in Vernon, Calif., owed $218,081;
Almost Nothing in Los Angeles, owed $216,006; Pacific Apparel in
Temecula, Calif., owed $197,421; Allura Imports in New York, owed
$123,977; L.A. Grand Fashion in Los Angeles, owed $116,731; Topson
Downs in Culver City, Calif., owed $110,354; American Dream in Los
Angeles, owed $104,575; and SKKY Apparel in Los Angeles, owed
$104,266.


JBS SA:  Fitch Affirms Issuer Default Rating at 'BB-'
-----------------------------------------------------
Fitch Ratings has affirmed these ratings of JBS S.A. (JBS):

   -- Foreign currency Issuer Default Rating (IDR) at 'BB-';

   -- Local currency IDR at 'BB-';

   -- Notes due 2016 at 'BB-';

   -- National scale rating at 'A- (bra)'.

In conjunction with this rating action, Fitch has assigned a 'BB-'
local currency (LC) and foreign currency (FC) IDR to JBS USA, LLC
(JBS USA) and has affirmed the 'BB-' rating of its notes due in
2014. Fitch has also assigned a LC and FC IDR rating of 'BB-' to
JBS Finance II Ltd and has affirmed the 'BB-' rating of its 2018
notes. The FC IDRs of both JBS USA and JBS Finance II Ltd. have
been linked to that of JBS in accordance with Fitch's Parent-
subsidiary rating methodology.

The Rating Outlooks for JBS, JBS USA and JBS Finance II Ltd are
Stable.

Fitch concurrently assigns a 'BB' to JBS USA's proposed 400
million Term Loan B facility due in 2018. The Term Loan B will be
guaranteed by JBS, JBS Hungary Holdings, JBS USA Holdings, as well
as JBS USA's operating subsidiaries JBS USA Beef and JBS USA Pork.
Additionally, the Term Loan B facility will have a first priority
lien on the assets of the borrower and the restricted
subsidiaries, except for the cash, accounts receivables and
inventory, for which it will have a second priority interest. The
Term Loan B is also secured by the stock of JBS USA and a pledge
of 100% of the stock of all of its U.S. subsidiaries, as well as
two-thirds of the stock of its Australian subsidiary. The 'BB'
rating of the Term Loan B facility reflects above average recovery
expectations in the event of a default by JBS USA.

JBS' credit ratings reflect its strong business profile, as the
world's largest beef and lamb producer and second largest chicken
producer. Further factored into JBS' ratings are the company's
geographic and product diversity, which partially mitigates the
risks of trade barriers and animal diseases. JBS' risk profile is
above average due to cyclical risks associated with the meat
business and the company's aggressive attitude toward growth
through acquisitions. While the company's credit profile should
benefit from the continued integrations and turnaround of recent
acquisitions, its cash flows and margins will continue to be
pressured by the high cattle prices and the elevated grain prices.

Acquisitions Strengthen Business Profile:

The company's business profile was strengthened by the acquisition
of Pilgrim's Pride and the merger and full integration with Bertin
S.A. (Bertin). The assets of Pilgrim's Pride and Bertin were
complementary to those of JBS and increased its product
diversification through the entrance into the poultry, dairy
products and leather markets. In addition to enhancing the
company's position in various proteins, they increased the
geographic diversification both domestically, with plants in 12
Brazilian states, and internationally, with plants in the United
States, Argentina and Australia. Geographic diversification is
important in the industry to mitigate risks related to disease,
the imposition of sanitary restrictions by governments, market
concentrations, as well as tariffs or quota applied regionally by
some importing blocs or countries.

Leveraged Capital Structure; Potential to Improve:

JBS' capital structure continues to be leveraged. The company's
total debt/EBITDA ratio and its net debt/EBITDA ratio were 4.5
times (x) and 3.3x, respectively, at the end of 2010. During 2011,
improving EBITDA should result in the net debt ratio declining to
less than 3.0x. JBS' fast expansion has been financed by a
combination of debt and equity; however, strong working capital
needs have resulted in rising debt levels. The acquisition of
Pilgrim's Pride was financed by BRL 3.5 billion of mandatory
debentures that were purchased by BNDESPar. According to Fitch's
methodology these convertible debentures met the criteria to
receive 100% equity credit and are not considered as financial
debt and do not impact JBS' leverage.

Restructuring Leads to Negative Results but Improves Operational
Margins:

During 2010, the first year of the full consolidation of Pilgrim's
Pride and the merger with Bertin, JBS' revenues were BRL55.1
billion and its EBITDA was BRL3.5 billion. On a pro forma basis,
these figures represented a 1.4% increase in revenues and a 16.2%
increase in EBITDA. The company's EBITDA margin of 6.4% during
2010 compares with a pro forma margin of 5.5% during 2009. The
improvement in margins was in line with Fitch's expectations for
merger synergies of about BRL950 million. Net Income in 2010 was
negative due to the numerous one time charges related to the
integration of Bertin and the restructuring of Pilgrim's Pride. In
addition, the company paid a BRL521 million fee to BNDESPAR for
exercising its option to postpone the IPO of JBS USA for another
year.

Negative Free Cash Flow; Liquidity and Debt Amortization Profile
Manageable:

JBS' strong expansion has led to higher working capital needs
that, combined with capital investments, have resulted in negative
free cash flow (FCF) in the previous years. In 2010, FCF was
negative BRL2.7 billion largely due to about BRL1.9 billion of
working capital requirements. Much of the working capital
requirements were related to ramping up exports of Brazilian beef.
Fitch expects FCF will turn positive in 2011 as the company puts
behind restructuring and integration charges, reduces its costs
and improves profitability. This should allow the company to
strengthen liquidity and reduce some debt. The Term Loan B
issuance will also enhance the company's financial flexibility,
maturity profile and liquidity. Liquidity is further supported by
BRL3.6 billion of cash and marketable securities as of March 31,
2011 and BRL.4.6 billion of short-term debt (or 30% of the total
debt). Fitch expects that post the debt rebalancing process, which
includes the Term Loan transaction, the short-term debt will
represent only 15% of total debt. The availability of about USD600
million in revolving credit lines at JBS USA and Pilgrim's Pride
also enhances JBS' liquidity and mitigates refinancing risk.

Key Rating Drivers:
Rating improvement could result from strong cash flow generation
and debt reduction. A rating downgrade could be triggered by a
deterioration of the company's operating performance, or a large
dilutive debt financed acquisition. Continued negative free cash
flow (defined as cash flow from operations less capex and
dividends) could also result in a negative rating action.


JBS USA: Moody's Assigns Ba3 Rating to Sr. Secured Term Loan
------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to JBS USA, LLC's
new $400 million senior secured term loan, a B1 rating to the
proposed $1 billion of senior notes due 2019 and 2020 and affirmed
the B1 rating on the existing senior notes due in 2014. The
ratings reflect JBS SA's B1 Corporate Family rating and the
upstream and downstream guarantees between JBS USA and its parent,
JBS SA. The ratings also incorporate the improved credit quality
of both entities as a consequence of the relatively attractive
market for most proteins, the company's global scale and
expectation of free cash flow going forward despite still
significant capital expenditure and working capital requirements.
Notably, this transaction is not leveraging for the global
operator, JBS SA. The transfer of debt to JBS USA from JBS SA is a
modest credit positive given Moody's expectation of a meaningful
reduction in total interest expense.

These ratings were assigned:

   JBS USA, LLC

   -- $400 million senior secured term loan B at Ba3;

   -- $1,000 million senior notes due 2019 & 2021, guaranteed by
      JBS S.A., at B1;

This rating was affirmed:

   -- $700 million senior unsecured notes due 2014, guaranteed by
      JBS S.A., at B1;

RATINGS RATIONALE

JBS USA's ratings are driven by the B1, positive outlook of JBS
S.A., which controls Holdings and LLC in all material aspects.

However, JBS USA's ratings are also supported by the company's
modest leverage, expected to be about 2.5 times despite this
leveraging transaction, sufficient free cash flow generation
before the distribution to JBS SA and favorable global export
demand for protein. In addition, Moody's believes that JBS USA's
significant market share in beef, pork and chicken (through its
ownership stake in Pilgrim's Pride) provides diversification in
the generally volatile commodity protein sector. Moreover, the
meat operations in Australia add geographic diversification.
Alternatively, Moody's notes JBS USA's operating margins remain
modest (around 4% to 7% EBITDA margin albeit trending higher) and
both rising and volatile grain costs associated with animal feed
are likely to add cost pressure, most particularly to the
Pilgrim's Pride operations. An important consideration of the
rating also includes Moody's concerns regarding the pace and
ongoing acquisitiveness of JBS USA and SA.

The positive outlook on the ratings reflects the outlook of JBS SA
and considers the global scale and diversification of JBS, USA and
SA balanced by the inherent volatility of the sector and the
aggressive acquisitiveness of the management team.

Moody's would expect to upgrade JBS USA's ratings if JBS S.A.'s
Corporate Family rating is upgraded. Please refer to JBS S.A.'s
credit opinion on moodys.com for the factors that could lead to an
upgrade.

Moody's would expect JBS USA's ratings would be downgraded if JBS
S.A.'s rating is downgraded. Refer to JBS S.A.'s credit opinion on
moodys.com for the factors that could lead to a downgrade.

The principal methodology used in rating JBS USA, LLC was the
Global Food - Protein and Agriculture Industry Methodology,
published September 2009. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.

JBS USA, Holdings is one of the world's leading protein companies
operating in the three key proteins: beef, pork, and chicken. (The
chicken segment is operated through its majority stake in
Pilgrim's Pride.). JBS, USA, LLC operates the beef and pork
segments and is the sister company to Pilgrim's Pride. Reported
sales for JBS USA, for the twelve months ended March 31, 2011 were
approximately $17 billion. JBS USA Holdings, Inc. is wholly owned
by JBS S.A., one of the two largest protein operators in the
world.


JEVIC TRANS: Settles Preference Claims With Schneider, Caterpillar
------------------------------------------------------------------
Jevic Holding Corp. and its affiliated debtors executed separate
settlement agreements and releases resolving preference claims
with:

     -- Schneider National Inc. and Superior Express Inc.; and

     -- Caterpillar Financial Services Corporation d/b/a FCC
        Equipment Financing; CIT Technology Financing Services,
        Inc.; Herbert Baldridge; ITR Concession Company LLC;
        PC Mall Inc.; POMA Distributing Company; Public Service
        Electric and Gas Company; and Young's Truck Center d/b/a
        Volvo & GMC Truck Center of Carolina.

The Caterpillar settlement resulted in the payment to the Debtors'
estate of roughly $93,000.  Judge Brendan L. Shannon approved the
Caterpillar settlement on April 26.

The Schneider settlement resulted in the payment to the estate of
$17,000.  The Court will consider approval of the settlement at
the hearing on May 25.

                    About Jevic Transportation

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provided trucking services.  Two
affiliates -- Jevic Holding Corp. and Creek Road Properties --
have no assets or operations.  Jevic et al. sought Chapter 11
protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008.
Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, in Wilmington, Del., represent
the Debtors.  The U.S. Trustee for Region 3 appointed five
creditors to serve on an Official Committee of Unsecured
Creditors.  Robert J. Feinstein, Esq., Bruce Grohsgal, Esq., and
Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors.

Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process.  As a part of the wind-down process, the
Debtors ceased substantially all of their business and
terminated roughly 90% of their employees.  The Debtors continue
to manage the wind-down process in an attempt to deliver all
freight in their system and to retrieve their assets.

When the Debtors sought protection from their creditors, they
estimated assets and debts between $50 million and $100 million.
At Oct. 31, 2010, the Debtor had total assets of $424,567, total
liabilities of $12.2 million, and a stockholders' deficit of
$11.8 million.  The Debtor ended the period with $362,104 in cash,
which includes restricted cash of $66,977.


JILL CHAMBER: Campaign Fund Exposed to Creditors
------------------------------------------------
Jim Galloway, in his blog Political Insider, posted in The Atlanta
Journal-Constitution's online site, says that former state
lawmaker Jill Chambers, a Republican from Atlanta, says that she
found herself on the short end of a federal bankruptcy judge's
ruling.  Ms. Chambers filed Chapter 13 bankruptcy last year, in an
attempt to protect $64,000 from being seized by creditors of her
husband's failed business.  Ms. Chambers said the judge declared
her campaign fund to be a personal asset exposed to creditors.


JONATHAN DUEA: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Jonathan R Duea and Whitney B Duea, co-owners of the Two Guys
Grill, filed a joint Chapter 11 petition (Bankr. E.D. N.C. Case
No. 11-03345) on April 29, 2011, estimating $1 million to $10
million in liabilities.

Lumina News reports that the Dueas maintain multiple residences,
including Wrightsville Beach and Smithfield, N.C.

According to the report, court documents filed in Wake County
against the Dueas and several variations of the Two Guys Grill
business entities going back to May 2010 reveal the Dueas along
with Douglas Messina are also co-defendants in action filed by RBC
Bank accusing the defendants and Two Guys Grill entities of
multiple counts of fraud.  Independence Mall's Two Guys Grill,
3522 Oleander Drive has closed.  Two Guys Grill Oleander, Inc. is
named along with Duea and Messina as a defendant in the RBC Bank
complaint.

In addition, Duea and Four Oaks Bank, Johnston County are being
sued by Smithfield cardiologist Dr. Frank Wefald.  In a story
posted May 4, the Garner-Clayton Record reports a complaint was
filed April 13 by Wefald claiming the bank and Duea took thousands
of dollars from him.  Wefald is the owner of Millenia
Cardiovascular and a tenant in Duea's office building on Market
Street in Smithfield.  In October 2010, Wefald also filed for
personal bankruptcy.

The Debtors are represented by:

      David J Haidt, Esq.
      AYERS, HAIDT & TRABUCCO, P.A.
      PO Box 1544
      New Bern, NC 28563
      Tel: (252) 638-2955
      Fax: (252) 638-3293
      E-mail: davidhaidt@embarqmail.com


KENNER DERMATOLOGY: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kenner Dermatology Clinic, APMC
        3705 Florida Ave.
        Kenner, LA 70065

Bankruptcy Case No.: 11-11553

Chapter 11 Petition Date: May 13, 2011

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Darryl T. Landwehr, Esq.
                  1010 Common Street, Suite 1710
                  New Orleans, LA 70112
                  Tel: (504) 561-8086
                  Fax: (504) 561-8089
                  E-mail: dtlandwehr@aol.com

Scheduled Assets: $7,578,829

Scheduled Debts: $1,823,424

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/laeb11-11553.pdf

The petition was signed by George Farber.


KIK CUSTOM: S&P Raises Long-Term Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Concord, Ont.-based consumer products
manufacturer KIK Custom Products Inc. (KIK) to 'B-' from 'CCC+'.
The outlook is stable.

"At the same time, we raised our issue-level rating on the
company's first-lien senior secured credit facilities (comprising
a US$55 million revolving credit facility and a US$410 million
term loan) one notch to 'B-' from 'CCC+'. The '3' recovery rating
on the debt is unchanged, indicating our expectation of meaningful
(50%-70%) recovery in the event of a default. In addition, we
raised our issue-level rating on KIK's US$235 million second-lien
senior secured term loan one notch to 'CCC' from 'CCC-'. The
recovery rating on the second-lien debt is unchanged at '6',
indicating our expectation of negligible (0%-10%) recovery in the
event of a default," S&P stated.

"The upgrade reflects what we view as the improvement in KIK's
financial risk profile stemming from the company's better
operating performance, liquidity, and credit protection measures,
largely due to better performance in the Custom division and
management's focus on streamlining the business and cutting
manufacturing costs," said Standard & Poor's credit analyst Lori
Harris. "We believe KIK's performance will meet our expectations
in 2011, resulting in sufficient liquidity to operate the
business," Ms. Harris added.

"The ratings on KIK reflect our view of the company's highly
leveraged capital structure, limited financial flexibility,
customer concentration, and its participation in the mature and
highly competitive North American household products and personal
care industries. These risks are mitigated somewhat by KIK's
position as the largest contract manufacturer of consumer products
and the second-largest manufacturer of bleach in North America,"
S&P noted.

The company operates under two divisions:

    * Classic division--manufacturer of private label household
      products that are sold by retailers under their own brand
      names.

    * Custom division--contract manufacturer of national brand
      personal care and household products.

KIK is privately owned by equity sponsor CI Capital Partners LLC.
In a transaction completed in 2007, CI Partners acquired KCP
Income Fund (which now operates as KIK) for about US$780 million,
including the repayment of debt and acquisition costs. For
analytical purposes, Standard & Poor's bases its rating
conclusions on an operational and financial review of KIK's parent
company, KCP Holdings Inc.

"The stable outlook reflects our belief that KIK's performance
will meet our expectations in 2011, including the generation of
positive free cash flow, which should result in sufficient
liquidity to operate the business. Downward pressure on the
ratings could result from deterioration in the company's
operations, resulting in negative free cash flow or less than a
10% cushion within the leverage covenant should it apply. Given
KIK's very high leverage, we are not contemplating higher ratings
in the next year," S&P said.


KINDRED HEALTHCARE: Moody's Rates Senior Note Offering at B3
------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 5, 81%) rating to
Kindred Healthcare, Inc.'s (Kindred) offering of $550 million of
senior unsecured notes due 2019. Moody's also affirmed the
existing ratings of Kindred, including the B1 Corporate Family and
Probability of Default Ratings. Moody's understands that the
proceeds of the notes, along with the previously rated term loan
and a new $650 million asset-based revolving credit facility, will
be used to fund the acquisition of RehabCare Group, Inc.
(RehabCare) and to refinance Kindred's existing debt. The rating
outlook is stable. The ratings of RehabCare remain unchanged and
will be withdrawn at the close of the transaction, at which time
the debt will be retired.

The rating actions are subject to the conclusion of the
transaction, as proposed, and Moody's review of final
documentation.

Ratings assigned:

   Kindred Healthcare, Inc.

   -- $550 million senior unsecured notes due 2019, B3 (LGD 5,
      81%)

Ratings affirmed/LGD assessments revised:

   Kindred Healthcare, Inc.

   -- $700 million senior secured term loan due 2018, to Ba3 (LGD
      3, 39%) from Ba3 (LGD 3, 38%)

   -- Corporate Family Rating, B1

   -- Probability of Default Rating, B1

   -- Speculative Grade Liquidity Rating, SGL-2

Ratings unchanged and to be withdrawn at the close of the
transaction:

   RehabCare Group, Inc.

   -- $125 million senior secured revolver due 2014, Ba3 (LGD 3,
      30%)

   -- $450 million senior secured term loan due 2015, Ba3 (LGD 3,
      30%)

   -- Corporate Family Rating, Ba3

   -- Probability of Default Rating, B1

   -- Speculative Grade Liquidity Rating, SGL-2

RATINGS RATIONALE

Kindred's B1 Corporate Family Rating reflects Moody's expectation
that the company will operate with considerable leverage following
the acquisition of RehabCare. Additionally, while Moody's
anticipates that the company will focus on reducing leverage
following the transaction, free cash flow generation is expected
to be modest in the near term as ongoing capital projects are
completed. Furthermore, the rating considers the high reliance on
the Medicare program related to the company's LTAC hospitals,
which will be the predominant revenue and earnings contributor of
the combined company. However, Moody's also considered the
increased scale and diversity of the combined company and its
position as the largest post-acute care service provider. Kindred
gains significant scale in both the skilled nursing and hospital
rehabilitation markets and further strengthens its LTAC hospital
business with the acquisition of RehabCare.

If the company is unable to mitigate negative reimbursement
developments impacting its contract therapy customers or its
skilled nursing facility operations, experiences greater than
expected pressures in the hospital business or sees integration
issues materially impacting earnings and cash flow, Moody's could
downgrade the ratings. More specifically, Moody's could downgrade
the ratings if leverage was expected to increase and be sustained
above 5.0 times or free cash flow to debt was expected to be
sustained below 3%.

Moody's could upgrade the ratings if leverage was expected to be
sustained below 4.5 times and free cash flow to debt was expected
to be sustained above 5%, as a result of continued growth,
operational improvements and/or debt repayment. Additionally,
Moody's would have to gain comfort in longer term reimbursement
stability in order to take a positive rating action.

The principal methodology used in rating Kindred Healthcare, Inc.
was the Global For-Profit Hospital Industry Methodology, published
September 2008. Other methodologies used include Loss Given
Default for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

Kindred operates hospitals, nursing and rehabilitation centers,
assisted living facilities and a contract rehabilitation services
business across the United States. At March 31, 2011, the hospital
division operated 89 LTAC hospitals in 24 states. The nursing
center division operated 224 nursing and rehabilitation centers
and six assisted living facilities in 27 states. The company also
operated a contract rehabilitation services business that provides
rehabilitative services primarily in long-term care settings. For
the twelve months ended March 31, 2011 the company recognized
revenues of approximately $4.5 billion.

RehabCare provides rehabilitation program management services in
hospitals, skilled nursing facilities, outpatient facilities and
other long-term care facilities. In partnership with healthcare
providers, the company provides post-acute program management,
medical direction, physical therapy rehabilitation, quality
assurance, compliance review, specialty programs and census
development services. The company also owns and operates 30 LTAC
hospitals and five rehabilitation hospitals, and provides other
healthcare services. For the twelve months ended March 31, 2011,
the company recognized revenues of approximately $1.4 billion.


KINDRED HEALTHCARE: S&P Gives 'B-' Rating on $550MM Sr. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Louisville, Ky.-based
Kindred Healthcare Inc.'s proposed $550 million senior unsecured
notes due 2019 a preliminary 'B-' issue-level rating. "We also
assigned a preliminary debt recovery rating of '6', indicating a
negligible (0%-10%) recovery for lenders in the event of payment
default. The company plans on using the proceeds to help finance
the acquisition of RehabCare Group Inc.," S&P stated

The rating on Kindred Healthcare reflects the reimbursement risk
of its businesses as well as the relatively competitive and
fragmented market characteristics for the services they provide.
Moreover, while the acquisition of RehabCare will expand its
position in post-acute care services, the debt required for the
transaction contributes to its aggressive financial risk
profile.

"We expect that, after the completion of the RehabCare
acquisition, Kindred will derive about 70% of its revenues from
government sources. Although a major portion of its services are
provided to a large number of third-party facilities through
contractual relationships, the weak business risk profile
incorporates indirect risk to Kindred if possible changes in
regulations or reimbursement hurts its contractual partners. When
considering its facility-based businesses, primarily its 226
skilled nursing facilities and 118 long-term acute care hospitals,
we consider the risk to its margins of potentially significant,
but currently unforeseen adverse changes to payment rates or
payment methodology by government health reform efforts to limit
health costs. Additionally, the long-term outlook for long-term
acute care hospitals may become cloudy if there are large-scale
changes in the regulations and payment methodology for all post-
acute care services," S&P elaborated.

Ratings List

Kindred Healthcare Inc.
Corporate Credit Rating            B+(prelim)/Stable/--

Rating Assigned

Kindred Healthcare Inc.
Senior Unsecured                   B-(prelim)
  $550 mil sr notes due 2019
   Recovery rating                  6(prelim)


KT SPEARS: Sec. 341 Creditors' Meeting Set for June 2
-----------------------------------------------------
The United States Trustee for the Southern District of Texas in
Houston will convene a meeting of creditors in the bankruptcy case
of KT Spears Creek, LLC, on June 2, 2011, at 1:00 p.m. at Houston,
515 Rusk, Suite 3401.  Proofs of Claims are due by Aug. 31, 2011.

KT Spears Creek, LLC, in Houston, Texas, filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 11-33991) on May 3, 2011,
Judge Letitia Z. Paul presiding.  Magdalene Duchamp Conner, Esq.,
at Okin Adams & Kilmer LLP, serves as the Debtor's bankruptcy
counsel.  The Debtor estimated $10 million to $50 million in both
assets and debts.  The petition was signed by Kyle D. Tauch, sole
member.


KUAKINI HEALTH: Moody's Affirms Ba1 Bond Rating; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has affirmed Kuakini Health System's Ba1
revenue bond rating, affecting $28 million of Series 2002A bonds
issued through the State of Hawaii Department of Budget and
Finance. The outlook is stable.

SUMMARY RATING RATIONALE: The maintenance of the Ba1 rating and
the stable outlook is a function of Kuakini's overall modest
credit measures, including size, payer mix, operating
profitability, debt service coverage, and liquidity. Profitability
remains variable, and recently the organization has been faced
with operating challenges. Extremely high exposure to Medicare
leaves the organization particularly vulnerable to healthcare
reform, and Medicare cuts.

STRENGTHS

* Defined niche within the competitive Honolulu market; long
  cultural history of providing care to the Japanese and elderly
  populations of Hawaii

* Broad array of clinical services given organizational size,
  including cardiology, open hearts, orthopedics, and oncology;
  Medicare case mix index is relatively high at 1.7

* Proactive management aggressively seeking improved
  profitability, and vigilant around maintaining cash balances

* Renovated and expanded emergency department, increasing ED
  visits and supporting admissions

* Adequate cash levels for the rating category; at fiscal year end
  (FYE) 2010 days cash on hand was 74, as of March 31, 2011
  (unaudited) this had improved to 91 days

CHALLENGES

* Difficult payer mix with very high Medicare exposure of 75% of
  gross revenues in fiscal year (FY) 2010

* Smallest of the major healthcare systems in Oahu, with 6%
  marketshare, few unique services, and within close proximity of
  major competitors

* Strong presence of organized labor, and the dominance of a
  single commercial payer, restricts flexibility with respect to
  both revenues and expenses

* Accumulated deferred maintenance; average age of plant is high
  at 16 years

* Ongoing volume pressures; In FY 2010, inpatient admission
  dropped nearly 6%, mostly due to lower utilization levels in
  Hawaii overall; through nine months year-to-date 2011, admission
  levels were flat, although patient days ballooned, with average
  length of stay increasing to 7.2 from 6.4

* Variable operating performance; after stronger years in FY 2008
  and FY 2009, the organization has returned to weaker performance
  levels, achieving operating cash flow margins of 4.9% and 4.1%
  in FY 2010 and nine-month YTD 2011, respectively, and operating
  margins of -2.0% and -2.7%

* High unfunded pension liability; as of FYE 2010, Kuakini's
  pension funded level was 69%, equal to a liability of $33
  million; this is nearly equal to Kuakini's total direct debt
  liability

DETAILED CREDIT DISCUSSION

LEGAL SECURITY: The bonds are secured by a pledge of gross
revenues of the obligated group members which include: Kuakini
Health System, the parent corporation; Kuakini Medical Center, a
212-licensed bed acute care hospital (represents 86% of system
revenues); Kuakini Geriatric Care, Inc., a 190-bed nursing
facility and 34-bed residential care home (represents 13% of
system revenues); and Kuakini Support Services Inc., a corporation
which manages the system's real estate properties and will begin
overseeing all research activities at Kuakini. Although the
Kuakini Foundation, a fundraising organization that exists for the
sole benefit of the system, is not part of the obligated group, it
guarantees the debt service on the Series 2002 A bonds.

INTEREST RATE DERIVATIVES: None

RECENT RESULTS/DEVELOPMENTS

Kuakini's long cultural history of providing care to the Japanese
and elderly populations in Hawaii has been a market
differentiating strength for the organization. However, with the
emphasis of servicing the elderly, Kuakini has had to operate with
a challenging payer mix, with 75% of its gross revenues derived
from Medicare in FY 2010, and the bulk of its commercial business
derived from HMSA, the dominant payer in the market. Kuakini is
the smallest of the major healthcare providers in Oahu with
approximately 6% marketshare. Competitors include Hawaii Pacific
Health (rated A3), Queens Health System (rated A1), and Kaiser
Permanente. Given its smaller size and more limited resource base,
Kuakini is unable to match its competitors' rate of capital
investment, and in general has less bargaining power, placing it
at a competitive disadvantage.

Kuakini is currently experiencing volume pressures. After
experiencing inpatient admissions growth of between 3.5% to 4.5%
from 2007 to 2009, Kuakini experienced a significant drop in
admission of approximately 6% in FY 2010. Moody's believes this
reduction relates primarily to reduced levels of healthcare
utilization in Oahu in general in 2010, and does not necessarily
reflect a drop in Kuakini's market share. Other measures of
utilization were also impacted in 2010, with emergency room
visits, outpatient visits and total surgeries all dropping for the
year. Year to date 2011 through nine months, inpatient admissions
have been mostly stable compared to the same period the previous
year, however average length of stay has experienced a significant
increase, jumping to 7.2 days from 6.4 days. This has helped drive
increased expense pressures year to date.

Profitability has been highly variable over the last several
years. After posting more favorable margins in FY 2008 and FY
2009, results in FY 2010 and YTD 2011 fell significantly, with
operating cash flow margins dropping to 4.9% and 4.1% in FY 2010
and nine-month YTD 2011, respectively, and operating margins
achieving losses of -2.0% and -2.7%. In addition to the volume
pressures and the increase in length of stay, factors relating to
the decreased levels of profitability include increased exposure
to both Medicare and Medicaid, increased bad debt expense, and,
year-to-date, a delay in increases to Kuakini's primary commercial
contract due to prolonged negotiations. In this later case, it is
expected that the final contract, which will be enacted
retroactively, will result in improved reimbursement for the year.
Also, a payment from CMS relating to the Geographic Disparity
Payment which is expected to be received in the last quarter of FY
2011 is expected to help boost margins by year end to levels above
what were achieved in FY 2010.

Kuakini has maintained relatively stable leverage levels over the
last several years. Total debt stands at approximately $34
million, with cash to debt measuring 85% at FYE 2010, debt to cash
flow reaching 4.2 times during FY 2010, and maximum annual debt
service coverage measuring 2.3 times. Kuakini has a significant
unfunded pension liability of approximately $33 million as of FYE
2010, and pension expense nearly doubled in FY 2011. Cash and
investments provide a measure of stability at this rating level,
with cash on hand measuring 85 days at FYE 2010, and 91 days as of
March 31, 2011 (per unaudited interim financial statements).
Outlook

The stable outlook reflects the organization's relative balance
sheet strength at this rating level, and the relative stability
Kuakini achieves through serving a specific population, and
offering a broad array of clinical offerings.

WHAT COULD MAKE THE RATING GO UP

Significant and sustainable operating improvement producing
positive operating margins; liquidity growth and improved debt
measures; improvement in payer mix

WHAT COULD MAKE THE RATING GO DOWN

Renewed weakening of utilization levels; failure to improve
operating performance; a significant decline in liquidity;
material increase in debt

KEY INDICATORS

- Based on financial statements for Kuakini Health System and
  Subsidiaries

- First number reflects audit year ended June 30, 2010

- Second number reflects unaudited nine-month year-to-date FY 2011
  financial statements ended March 31, 2011 , annualized

- Investment returns smoothed at 6% unless otherwise noted

  * Inpatient admissions: 5,758; 5,604

  * Total operating revenues: $146.3 million; $149.9 million

  * Moody's-adjusted net revenue available for debt service: $9.7
    million; $9.3 million

  * Total debt outstanding: $33.5 million; $34.0 million

  * Maximum annual debt service (MADS): $4.2 million; $4.2 million

  * MADS Coverage based on reported investment income: 2.2 times;
    1.8 times

  * Moody's-adjusted MADS Coverage: 2.3 times; 2.3 times

  * Debt-to-cash flow: 4.2 times; 4.3 times

  * Days cash on hand: 74 days; 91 days

  * Cash-to-debt: 85%; 107%

  * Operating margin: -2.0%; -2.7%

  * Operating cash flow margin: 4.9%; 4.1%

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was Not-For-Profit
Hospitals and Health Systems, published in January 2008


LEGEND HOMES: Broker Has Mystery Buyer for Witham Oaks
------------------------------------------------------
Bennett Hall at the Corvallis Gazette-Times reports that Real
estate broker Gene Buccola, the listing agent for the scenic 95-
acre property on the west end of Corvallis, said he's in serious
discussions with a potential buyer.  He declined to name the
prospective buyer or discuss terms of the offer because the deal
is not final.  To date the group has raised nearly $300,000 --
enough for a down payment but still far short of the $3 million
asking price.  The organization submitted its own letter of intent
to U.S. Bank, which holds the mortgage, but that overture did not
lead to direct discussions of a possible deal.

According to the report, the Witham Oaks site formerly known as
the Frager property was annexed into Corvallis in 2004 after
numerous previous attempts were defeated at the ballot box.  The
city approved subdivision and development plans for the site that
called for 221 single-family homes on 58 acres, with the other 37
acres to remain open space.  Another condition of approval was for
developer Legend Homes to extend Northwest Circle Boulevard
through the property to connect with Harrison Boulevard.  When the
real estate market crashed, Legend found itself overextended and
went into Chapter 11 bankruptcy protection.  The company has since
emerged from bankruptcy as a homebuilder, but without its
development arm and without Witham Oaks, which was foreclosed by
lender U.S. Bank in 2009.

Headquartered in Portland, Oregon, Matrix Development Corp. aka
Legend Homes -- http://www.legendhomes.com/-- designs and builds
homes and condominiums.  The Company filed for Chapter 11
protection on June 10, 2008 (Bankr. D. Ore. Case No. 08-32798).
David A. Foraker, Esq., and Sanford R. Landress, Esq., at Greene &
Markley P.C.; and Stephen T. Boyke, Esq, at the Law Office of
Stephen T. Boyke, represent the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it estimated
between $100 million and $500 million each in assets and debts.


LOMBARD PUBLIC: S&P Removes 'B-' Rating on Bonds From Watch Pos.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook to negative
on Lombard Public Facilities Corp. (LPFC), Ill.'s series 2005B
conference center and hotel second-tier revenue bonds. Standard &
Poor's also removed the 'B-' rating on the bonds from CreditWatch
with positive implications. The rating had been on CreditWatch
since Dec. 2, 2010.

The current rating and outlook reflect the underlying rating
(SPUR) and outlook on LPFC's series 2005A-2 first-tier revenue
bonds. "We removed the rating on the 2005B bonds from CreditWatch
following the corporation's announcement that it did not accept
sale offers from holders of its series 2005A and 2005C bonds. This
action precludes LPFC from restructuring its debt on its hotel
conference center and amending its trust indenture for the series
2005B bonds at this time," S&P stated.

The LPFC issued the series 2005A, 2005B, and unrated series 2005C
third-tier revenue bonds to finance the construction of a hotel
and conference center that opened in 2007. All three series of
bonds are secured by net revenues from the project. On Aug. 30.
2010, the rating on the series 2005B bonds was lowered to 'B-'
from 'AA' in line with the SPUR on the 2005A-2 bonds, due to
certain events of default in the indenture of trust that link the
2005B bonds to the project.


MAJESTIC CAPITAL: Wants to Hire Genova & Malin as Local Counsel
---------------------------------------------------------------
Majestic Capital, Ltd., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ
Genova & Malin, Attorneys at Law as local counsel.

G&M will, among other things:

   -- coordinate and file of all necessary applications, motions,
      memoranda, orders reports and other legal pleadings;

   -- appear in Court and at various meetings in coordination with
      Murphy & King, Professional Corporation, to represent the
      interests of the Debtors; and

   -- perform of all other legal services for the Debtors in
      connection with these Chapter 11 cases.

G&M will coordinate with M&K, as the Debtors' general bankruptcy
counsel to avoid duplication of efforts.

The hourly rates of G&M's personnel are:

         Partners                  $350
         Associates                $225
         Legal Assistants          $100

The Debtors relate that G&M was provided with a $25,000 retainer
for services G&M has agreed to provide the Debtors during the
Chapter 11 Cases.  G&M has received no other prepetition payments
from the Debtors.

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

The Debtors are represented by:

          GENOVA & MALIN, ATTORNEYS AT LAW
          Thomas Genova, Esq.
          1136 Route 9
          Wappingers Falls, NY 12590-4905
          Tel: (845) 298-1600
          Fax: (845) 298-1265

          MURPHY & KING, PROFESSIONAL CORPORATION
          Harold B. Murphy, Esq.
          Andrew G. Lizotte, Esq.
          One Beacon Street
          Boston, MA 02108
          Tel: (617) 423-0400
          Fax: (617) 556-8985

                   About Majestic Capital, Ltd.

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Michelman & Robinson,
LLP, serves as the Debtors' special counsel.  The Debtor disclosed
$436,191,000 in assets and $421,757,000 in liabilities as of Dec.
31, 2010.


MAJESTIC CAPITAL: Wants to Hire Day Seckler as Financial Advisors
-----------------------------------------------------------------
Majestic Capital, Ltd., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ Day
Seckler, LLP, as accountants and financial advisors.

Day Seckler will, among other things:

   -- assist the Debtors' legal counsel and other advisors in
      planning for the bankruptcy filing; and

   -- advise the Debtors' management team, as requested, with
      respect to communications with customers, vendors,
      employees, creditors and other parties in interest during
      the bankruptcy process.

G. Wayne Day, a partner at Day Seckler, tells the Court that his
hourly rate is $350 and David Dannenburg's hourly rate is $250.

Mr. Day adds that Day Seckler received a $20,000 retainer for
services rendered during the Chapter 11 cases.  Day Seckler has
received no other prepetition payments from the Debtors.

Mr. Day assures the Court that Day Seckler is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Majestic Capital, Ltd.

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  Michelman & Robinson, LLP, serves as the Debtors'
special counsel.  The Debtor disclosed $436,191,000 in assets and
$421,757,000 in liabilities as of Dec. 31, 2010.


MAJESTIC CAPITAL: Taps Michelman & Robinson as Special Counsel
--------------------------------------------------------------
Majestic Capital, Ltd., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for permission to John
Sebastinelli, Esq., and the firm of Michelman & Robinson, LLP as
special counsel.

The Debtors relate that as a result of deteriorating economic
conditions in the insurance industry and the institution of
litigation by the Attorney General for the State of New York and
the New York Workers' Compensation Board, Majestic Insurance began
to experience increasing financial distress, which led on
April 21, 2011, to the institution of a state court
conservatorship (the Conservation Proceeding) by the Insurance
Commissioner for the State of California in his capacity as
conservator.

M&R will monitor the Conservatorship Proceeding and represent the
interests of the Debtors in connection therewith.

Mr. Sebastinelli, a partner at M&R, tells the Court that in
April 2011, M&R received $29,428 for services rendered
prepetition.  M&R also received a $25,000 retainer from Majestic
USA Capital, Inc.

The hourly rates of M&R's personnel are:

         Mr. Sebastinelli                      $560
         Bill Gaisewitz, partner               $560
         Mark S. Faulkner, senior counsel      $455
         Associates                            $325
         Legal Assistants                      $150

Mr. Sebastinelli assures the Court that M&R is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Majestic Capital, Ltd.

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D. N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection Bankr. S.D. N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtor disclosed $436,191,000 in assets and
$421,757,000 in liabilities as of Dec. 31, 2010.


METROPARK USA: GA Keen Realty Advisors Selected to Market Ex-Sites
------------------------------------------------------------------
GA Keen Realty Advisors has been retained to assist in the
marketing and disposition of 70 leased properties across 21 states
operated by Metropark -- a high-end clothing company that filed
for bankruptcy earlier this month.

"Metropark has locations in some of the best malls and centers in
the country, with great locations within those malls with build-
outs that are first class," said Matthew Bordwin, Co-President of
GA Keen Realty Advisors.  "This represents a great opportunity for
another retailer to move right in with little up-front costs on
build-out.  Also, retailers have a unique chance to get "A" space
in multiple locations at the same time."

Bordwin adds that it's imperative that any interested parties
should move quickly, since the bid deadline has been set for
Wednesday, May 25 -- with the auction set for May 26.

GA Keen Realty Advisors specializes in the sale of real estate and
enterprises, lease renegotiations and restructurings and strategic
planning and valuation services for retailers as well as other
property owners, tenants and investors.  It also provides real
estate investment banking, debt restructuring and receivership and
other fiduciary services.

Metropark's retail properties, which range in size from 2,000
square feet to 3,500 square feet, are located throughout the
country.  The majority are concentrated in the Western United
States (California, Arizona, Colorado, Nevada and Texas) and the
East Coast (New York, New Jersey, Pennsylvania, Georgia and
Florida).

A Los Angeles-based retailer of premium denim, other clothing and
accessories, Metropark filed for Chapter 11 bankruptcy protection
on May 2.  It opened its first store in 2004.  The stores, which
targeted 25- to 35-year-old customers, provided style consultants,
and hosted in-store events such as live-art installations, fashion
shows and DJ performances.

                     About Great American Group

Great American Group, L.L.C. -- http://www.greatamerican.com-- is
a leading provider of asset disposition solutions and valuation
and appraisal services to a wide range of retail, wholesale and
industrial clients, as well as lenders, capital providers, private
equity investors and professional service firms.  Great American
Group has offices in Atlanta, Boston, Chicago, Dallas, London, Los
Angeles, New York and San Francisco.

                      About Metropark USA

Metropark USA Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states. Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories. Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.  The Debtor said
that its balance sheet as of April 2, 2011, showed $28,933,805 in
assets and $28,697,006 in total liabilities.

The Debtor attained revenue of approximately $104 million for the
year ended Dec. 31, 2010, which represents a decline from fiscal
year 2009 revenue, which was approximately $114 million and a 15%
decline from the Debtor's peak performance in fiscal year 2008
revenue, which was approximately $123 million.  Current revenue
projections for fiscal year 2011 are approximately $104 million
with sufficient inventory and the same number of stores.

Metropark USA Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 11-22866) on May 2, 2011, with the goal
of finding a buyer to keep its stores open.

Cathy Hershcopf, Esq., and Jeffrey L. Cohen, Esq., at Cooley LLP,
in New York, serve as counsel to the Debtor.  CRG Partners Group,
LLC, is the financial advisor.  Omni Management Group, LLC, is the
claims and notice agent.

The Debtor disclosed $28,933,805 in total assets and $28,697,006
in total liabilities as of April 2, 2011.


METROPARK USA: Seeks to Employ Cooley LLP as Bankruptcy Counsel
---------------------------------------------------------------
Metropark USA, Inc., asks the U.S. Bankruptcy Court for the
for the Southern District of New York for authority to employ
Cooley LLP as bankruptcy counsel, nunc pro tunc to the
Petition Date.

Cooley can be reached at:

     Cathy Hershcopf, Esq.
     COOLEY LLP
     1114 Avenue of the Americas
     New York, New York 10036
     Tel: (212) 479-6000
     Fax: (212) 479-6275
     E-mail: chershcopf@cooley.com

Cooley will, among other things:

     a. advise the Debtor with respect to its powers and duties
        as debtor and debtor in possession in the continued
        management and operation of its business and properties;

     b. attend meetings and negotiate with representatives of
        creditors and other parties in interest and advising
        and consulting on the conduct of this chapter 11 case,
        including all of the legal and administrative requirements
        of operating in chapter 11; and

     c. take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        behalf of the Debtor's estate, the defense of any actions
        commenced against the estate, negotiations concerning
        litigation in which the Debtor may be involved, and
        objections to claims filed against the estate.

     d. prepare, on behalf of the Debtor, motions, applications,
        answers, orders, reports, and papers necessary to the
        administration of the estate.

Debtor has agreed to pay the regular hourly rates set forth in the
general retainer agreement.

Cathy Hershcopf, a partner at Cooley LLP, assures the Court that
the firm is a "disinterested person" within the meaning of section
101(14) of the Bankruptcy Code.

                         About Metropark USA

Metropark USA Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states. Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories. Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.  The Debtor said
that its balance sheet as of April 2, 2011, showed $28,933,805 in
assets and $28,697,006 in total liabilities.

The Debtor attained revenue of approximately $104 million for the
year ended Dec. 31, 2010, which represents a decline from fiscal
year 2009 revenue, which was approximately $114 million and a 15%
decline from the Debtor's peak performance in fiscal year 2008
revenue, which was approximately $123 million.  Current revenue
projections for fiscal year 2011 are approximately $104 million
with sufficient inventory and the same number of stores.

Metropark USA Inc. filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 11-22866) on May 2, 2011, with the goal
of finding a buyer to keep its stores open.

CRG Partners Group, LLC, is the financial advisor.  Omni
Management Group, LLC, is the claims and notice agent.

The Debtor disclosed $28,933,805 in total assets and $28,697,006
in total liabilities as of April 2, 2011.


METROPARK USA: May 23 Final Hearing on Cash Collateral Motion Set
-----------------------------------------------------------------
On May 9, 2011, the U.S. Bankruptcy Court for the Southern
District of New York entered its order granting Metropark USA,
Inc., permission, on an interim basis, to use cash collateral of
prepetition lenders.  The lenders' prepetition secured claim of
$2,555,353 as of the Petition Date is secured by valid, perfected,
and unavoidable first priority liens and security interests in
substantially all of the personal property of the Debtor.

In its motion, Debtor said it needs the funds to operate its
business in the ordinary course and to maintain the value of its
assets, pending the consummation of a going concern sale or
liquidation of its business.

A final hearing on the motion will be held on May 23, 2011, at
10:00 a.m.  Objections, if any, to the motion, must be filed and
served no later than May 18, 2011, at 4:00 p.m.

                      About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the 25-
35 year old customer) in demand for fashion-forward apparel and
accessories.  Its headquarters, distribution centers, and e-
commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.  Cathy Hershcopf,
Esq., Jeffrey L. Cohen, Esq., and Alex R. Velinsky, Esq., at
Cooley LLP, in New York, serve as the Debtor's bankruptcy counsel.
CRG Partners Group, LLC, is the
Debtor's financial advisor.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697,006 as of April 2, 2011.


MICA REAL ESTATE: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MICA Real Estate Interests, LLC
        345 Dulles Ave Suite E
        Stafford, TX 77477

Bankruptcy Case No.: 11-34225

Chapter 11 Petition Date: May 12, 2011

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Sterling A. Minor, Esq.
                  MINOR & BAIR PLLC
                  808 Travis Street, Suite 1418
                  Niels Esperson Building
                  Houston, TX 77002-5734
                  Tel: (713) 223-8585
                  Fax: (713) 223-4324
                  E-mail: sminor@minorbairlaw.com

Scheduled Assets: $8,800,000

Scheduled Debts: $6,800,000

A list of the Company's three largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txsb11-34225.pdf

The petition was signed by James G. Floyd, president CEO.


MICROBILT CORP: Section 341(a) Meeting Scheduled for June 16
------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of
MicroBilt Corporation's creditors on June 16, 2011, at 10 a.m.,
at the Clarkson S. Fisher Federal Courthouse in Trenton, N.J.

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

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

                     About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  MicroBilt estimated $10 million to $50 million in both
assets and debts.  CL Verify estimated $100 million to
$500 million in assets, but under $1 million in debts.  Court
papers say the Debtors have roughly $8.4 million in unsecured debt
and no secured debt.  The Debtors believe they have an enterprise
value of $150 million to $180 million.


MICROBILT CORP: Court OKs Lowenstein Sandler as Counsel
-------------------------------------------------------
Microbilt Corporation and its debtor-affiliates obtained approval
from the U.S. Bankruptcy Court for the District of New Jersey to
retain Lowenstein Sandler PC as their counsel.

The firm will:

   a) provide the Debtors with advice and preparing all necessary
      documents regarding debt restructuring, bankruptcy, and
      asset dispositions;

   b) take all necessary actions to protect and preserve the
      Debtors' estate during the pendency of these chapter 11
      cases, including the prosecution of actions by the Debtors,
      the defense of actions commenced against the Debtors,
      negotiations concerning litigation in which the Debtors are
      involved, and objecting to claims filed against the estates;

   c) prepare on behalf of the Debtors, as a debtors in
      possession, all necessary motions, applications, answers,
      orders, reports, and papers in connection with the
      administration of these chapter 11 cases;

   d) counsel the Debtors with regard to their rights and
      obligations as debtors in possession;

   e) appear in this or any other court to protect the interests
      of the Debtors; and

   f) perform all other legal services for the Debtors which may
      be necessary and proper in these proceedings.

The firm will charge the Debtors based on the hourly rates of its
professionals:

   Designations           Hourly Rates
   ------------           ------------
   Members of the Firm    $410-$765
   Senior Counsel         $360-$550
   Counsel                $320-$520
   Associates             $220-$380
   Legal Assistants       $120-$215

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

                    About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  MicroBilt estimated $10 million to $50 million in both
assets and debts.  CL Verify estimated $100 million to
$500 million in assets, but under $1 million in debts.  Court
papers say the Debtors have roughly $8.4 million in unsecured debt
and no secured debt.  The Debtors believe they have an enterprise
value of $150 million to $180 million.


MICROBILT CORP: Court OKs Maselli Warren as Special Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized MicroBilt Corporation and CL Verify, LLC, to employ
Maselli Warren, PC as special litigation counsel.

The Debtors related that Maselli Warren has represented them
prepetition in connection with various litigation matters
including litigation with: (i) Chex Systems, Inc., (ii) CIT
Communications, Inc; (iii) LC2, Inc.; and (iv) Oxford Technology,
Inc.

Maselli Warren is (i) assisting the Debtors in litigation
involving Chex, CIT, LC2, and Oxford; and (ii) performing
additional services as the Debtors may request from time to time.

The Debtors added that Maselli Warren will coordinate efforts with
Lowenstein Sandler, PC, the proposed bankruptcy counsel, to
minimize duplication of efforts.

As of the Petition Date, Maselli Warren had outstanding balances
due from the Debtors totaling $53,411.

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

                     About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  MicroBilt estimated $10 million to $50 million in both
assets and debts.  CL Verify estimated $100 million to
$500 million in assets, but under $1 million in debts.  Court
papers say the Debtors have roughly $8.4 million in unsecured debt
and no secured debt.  The Debtors believe they have an enterprise
value of $150 million to $180 million.


MIDWEST THEATRES: June Auction Will Not Disrupt Operations
----------------------------------------------------------
Russ Oechslin at the Sioux City Journal reports that a sheriff's
auction set for next month will not disrupt operations at the
Great Lakes Cinema 7.  The June 22 sheriff's sale is to settle a
$2.58 million judgement obtained by United Community Bank of
Milford.  UCB was a listed creditor when Midwest Theatres Corp.,
based in St. Michael, Minn., filed a voluntary petition for
Chapter 11 bankruptcy last September.  An automatic stay order
prevented any proceedings from moving forward until the stay was
lifted in March.

According to the report, Steve Tripp, president of Midwest
Theatres, termed the foreclosure "a coordinated effort between the
banks and ourselves."  The process will allow the bank and cinema
group to close title and continue operations as normal.
"We have the support of our senior lenders.  This is the avenue
that this needs to go down," Mr. Tripp said in an interview.

The largest unsecured creditor named in the bankruptcy filing was
United Bankers Bank of Bloomington, Minn., with a claim of about
$8.7 million.

In an October filing, the company reported $9.17 million in
assets, and liabilities of $29 million.  An affiliated real estate
holding company, Cinema 1 LLP, reported $16.2 million in debt in
another bankruptcy filing.

Based in St. Michael, Minnesota, Midwest Theatres Corporation dba
Cinemagic Theatres filed for Chapter 11 bankruptcy protection on
Sept. 14, 2010 (Bankr. D. Minn. Case No. 10-46834).  Judge Nancy
C. Dreher presides over the case.  Michael F McGrath, Esq., at
Ravich Meyer Kirkman & McGrath Nauman, represents the Debtor.  The
Debtor estimated assets of between $1 million and $10 million, and
debts of between $10 million and $50 million.


MMRGLOBAL INC: Unregistered Sales of Securities Exceed Threshold
----------------------------------------------------------------
The aggregate number of shares of common stock sold in
unregistered transactions by MMRGlobal, Inc., exceeded the 5%
threshold.  The following is a description of all sales of
unregistered shares of Common Stock by the Company since
Dec. 31, 2010, the completion of the fiscal year for which the
Company's most recent Annual Report on Form 10-K was filed:

   -- On Jan. 31, 2011, the Company granted 120,000 shares of
      common stock to a vendor who chose to receive full payment
      in equity for marketing and advertising services rendered
      valued at $12,000.

   -- On Feb. 6, 2011, the Company granted 9,143 shares of common
      stock to a consultant who elected to receive 20% of their
      fees in the form of equity valued at $640.

   -- On various days from March 10, 2011, through March 25, 2011,
      the Company's CEO, Robert Lorsch, exercised 240,000 warrants
      for common stock in exchange for a reduction in related
      party payables of $30,000.

   -- On April 2, 2011, the Company granted 63,632 shares of
      common stock to a note holder for interest payment of
      $3,945.

   -- On April 18, 2011, the Company granted 1,345,171 shares of
      common stock to a note holder who exercised a right to
      convert $50,000 of a convertible promissory note.

   -- On May 2, 2011, the Company granted 22,858 shares of common
      stock to a vendor who chose to receive full payment in
      equity for a one day of consulting services.

On May 6, 2011, the Company granted 13,152,183 shares of common
stock to its technology partner for a reduction to accounts
payable previously reported in the Company's financial statements
and relating to development services in the amount of $789,131.

On May 6, 2011, the Company entered into an Agreement with
Nihilent Technologies, Inc., a Web site related software
development provider of the Company.  Pursuant to the Agreement,
the Company will issue Nihilent 13,152,183 shares of restricted
stock of the Company by May 20, 2011 and deliver certain other
consideration in exchange for a reduction to accounts payable
previously reported in the Company's financial statements and
relating to development services in the amount of US $789,131
primarily pertaining to the Company's MMRPro product.  In
addition, Nihilent has agreed, upon receipt of the Consideration,
to transfer to the Company all title, right and ownership
interests in all source code and other intellectual property
pertaining to all products and services developed exclusively for
the Company.  After the issuance of the shares, Nihilent will have
certain filing and reporting obligations.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

As reported by the TCR on April 7, 2011, Rose, Snyder & Jacobs, in
Encino, Calif., expressed substantial doubt about MMRGlobal's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
and negative cash flows from operations during the year ended Dec.
31, 2010, and 2009.

The Company reported a net loss of $17.9 million on $972,988 of
revenues for 2010, compared with a net loss of $10.3 million on
$619,249 of revenues for 2009.

At Dec. 31, 2010, the Company's balance sheet showed $2.2 million
in total assets, $6.6 million in total liabilities, and a
stockholders' deficit of $4.4 million.


MORRISON BROTHERS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Morrison Brothers Music, Inc.
        127 Dyess Road
        Ridgeland, MS 39157

Bankruptcy Case No.: 11-01725

Chapter 11 Petition Date: May 13, 2011

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Edward Ellington

Debtor's Counsel: Eileen N. Shaffer, Esq.
                  P.O. Box 1177
                  Jackson, MS 39215-1177
                  Tel: (601) 969-3006
                  Fax: (601) 949-4002
                  E-mail: enslaw@bellsouth.net

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Mike Morrison.


NATHAN REUTER: Contests $2-Mil. Ruling at Court of Appeals
----------------------------------------------------------
Andrew Denney at Columbia Daily Tribune reports that a federal
bankruptcy judge last year ordered Nathan Reuter, the founder and
CEO of Vertical Group LLC, to pay more than $2 million to nine
investors in the group, who allegedly were told they would get the
deal of a lifetime by purchasing "standby letters of credit" that
would net them millions.  That decision was affirmed by the U.S.
Bankruptcy Appellate Panel, but Mr. Reuter has taken the case to
the U.S. Court of Appeals Eighth Circuit.

According to the report, legal action against the company and its
officers has dragged on for nearly six years.  Daryl Brown, the
chairman of the Company, was criminally charged and given a 15-
year sentence in federal prison for his role in the investment
scheme.  As many as 45 investors from around the United States
gave the Company payments ranging from $50,000 to $300,000.

Mr. Reuter was criminally charged for his role in the scheme, but
he was not found guilty.  After investors won a lawsuit against
him, Mr. Reuter filed for bankruptcy, claiming the payments the
lawsuit required and medical bills had wiped out his funds.

When Mr. Reuter presented that argument last year to Judge Dennis
Dow of the U.S. Bankruptcy Court of the Western District of
Missouri, the judge didn't buy it.  In his decision in the case,
handed down in April 2010, the judge wrote Mr. Reuter is
"sophisticated" and that he possesses a "sharp business acumen."

In May 2010, Judge Dow ordered Mr. Reuter's bankruptcy filing be
converted from a Chapter 11 to a Chapter 7, which means Reuter's
assets can be liquidated to pay back the investors.

In his appeal, which he filed with the appellate court, Mr. Reuter
seeks to cast doubt upon his role in selling the transactions.  He
argues none of the investors proved he had misrepresented himself
or that he had any intent to defraud them.  It also was
unreasonable, he argues, that the investors believed these
investment offers were genuine, considering extravagant promises
of easy wealth with little risk.  He argues the real culprits are
Mr. Brown and employees of his company Cerebus LLC because they
are the actual "sellers" of the securities the investors purchased
and that he cannot be held liable for their conduct.  Mr. Reuter
and Mr. Brown each owned 40 percent stakes in the company, and the
remaining 20 percent was split equally between Rick Williams and
Charles Bowman.

Nathan Paul Reuter sought Chapter 11 protection (Bankr. W.D. Mo.
Case No. 07-21128) on July 27, 2007; is represented by James F. B.
Daniels, Esq., at McDowell Rice Smith & Buchanan, P.C.; and
estimated less than $1 million in assets and more than $1 million
in debts at the time of the filing.


NEIMAN MARCUS: Moody's Upgrades Corporate Family Rating to B2
-------------------------------------------------------------
Moody's Investors Service upgraded Neiman Marcus Group, Inc.'s
Corporate Family Rating and Probability of Default Rating to B2
from B3. In addition, Moody's affirmed NMG's Speculative Grade
Liquidity rating at SGL-1 and $2,060 million senior secured term
loan at B2. The rating outlook is stable. This rating action
concludes the review for possible upgrade initiated on April 25,
2011.

RATINGS RATIONALE

"Neiman Marcus has notably strengthened its capital structure by
repaying about $200 million in debt and successfully closing on a
refinancing that extended its nearest debt maturity from 2013 to
2015," said Maggie Taylor, a senior credit officer with Moody's.
"The stronger capital structure combined with solid operating
results and lower pro forma annual interest expense will lead to
improved credit metrics," added Ms. Taylor." Pro forma for the
debt reduction for the upcoming year ending July 31, 2011, Moody's
expects NMG debt to EBITDA to fall to about 6.0 times from 6.6
times currently, and EBITA to interest expense to improve to about
2.0 times from 1.4 times.

These ratings are upgraded:

   -- Corporate Family Rating to B2 from B3

   -- Probability of Default Rating to B2 from B3

   -- Senior subordinated notes due 2015 to Caa1 (LGD 5, 89%) from
      Caa2 (LGD 5, 81%)

These ratings are affirmed:

   -- Senior secured debentures due 2028 at B2 (LGD 3, 46%)

   -- Speculative Grade Liquidity rating at SGL-1

These ratings will be withdrawn due to their repayment:

   -- Senior secured bank credit facilities at B2 (LGD 3, 34%)

   -- Senior unsecured notes due 2015 at Caa1 (LGD 5, 74%)

The B2 Corporate Family Rating considers that despite the
repayment of debt, NMG's leverage remains high. Positive ratings
consideration is given to NMG's solid reputation in the luxury
goods market, strong execution ability, and very good liquidity,
particularly its healthy cash balances and free cash flow
generation.

The stable outlook considers Moody's view that while NMG's
earnings will improve further as the luxury goods market continues
to rebound, debt to EBITDA will not materially improve given that
the company's sizable debt is not expected to materially change.

Ratings could be upgraded if NMG's operating performance improves
and it appears the company will be able to achieve and sustain
debt to EBITDA approaching 5.0 times while maintaining EBITA to
interest expense above 2.0 times. Ratings could be downgraded if
NMG's operating performance trends reverse and debt to EBITDA
rises above 6.0 times or EBITA to interest expense falls below 1.5
times for an extended period of time. Negative rating pressure
could also develop if the company's financial policy becomes more
aggressive.

The principal methodology used in rating Neiman Marcus Group, Inc.
was the Global Retail Industry Methodology, published in December
2006. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
in June 2009.

Neiman Marcus Group, Inc. headquartered in Dallas, TX, operates 41
Neiman Marcus stores, 2 Bergdorf Goodman Stores, 6 CUSP stores, 30
Last Call clearance centers, and a direct on-line and catalog
business. Total revenues are just under $4 billion.


NEW GRANGE: Case Summary & 23 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: New Grange, Inc.
        80 S 9th Street
        Minneapolis, MN 55402

Bankruptcy Case No.: 11-43417

Chapter 11 Petition Date: May 13, 2011

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Dennis D. O'Brien

Debtor's Counsel: Ann P. Johnson, Esq.
                  MLG BANKRUPTCY GROUP LLC
                  7241 Ohms Ln Ste 240
                  Edina, MN 55439
                  Tel: (952) 841-0000
                  E-mail: ajohnson@morrislawmn.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 23 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/mnb11-43417.pdf

The petition was signed by David Ahern, vice president.


NORDQUIST SIGN: Assets Bought by Platinum Group From Lender
-----------------------------------------------------------
Dow Jones' DBR Small Cap reports that turnaround firm Platinum
Group acquired Nordquist Sign Co., a 107-year-old signage
business, from its lender.


ORDWAY RESEARCH: Taps JC Jones as Financial Advisors
----------------------------------------------------
Ordway Research Institute Inc. seeks to hire JC Jones & Associates
as its financial and restructuring advisors.

The cost of JC Jones' professional services ranges from $100 to
$350 per hour per person, depending on the background and
experience of the individuals performing the work.

JC Jones' hourly rates are revised semi-annually, on Jan. 1 and
July 1 of each year.  JC Jones' hourly rates as of Jan. 1, 2011,
for the proposed work are:

          Practice Lead                  $275 to $350
          Professional Consultants       $225 to $300
          Support Personnel              $100 to $150

The individuals assigned to work on this engagement and their
current daily rates are:

          Ronald Castor (Practice Lead)                  $280
          John Bellardini (Consultant - Lead)            $275
          Jack Canty (Consultant)                        $225
          Administrative Assistant (Support Personnel)   $100

JC Jones will be paid 80% of their disputed fees and 90% of their
undisputed expenses on a monthly basis.

Prior to the Petition Date, on March 9 and April 27, the Debtor
paid $37,500 to JC Jones as a retainer for services rendered to be
rendered by JC Jones and for reimbursement of JC Jones' expenses.
As of the petition date, the entire amount of the retainer
remained unapplied.

In addition, the Debtor has paid JC Jones $128,050 in the
aggregate during the year immediately preceding the Petition Date.

                       About Ordway Research

Albany, New York-based Ordway Research Institute, Inc., was formed
in 2002 to facilitate inter-institutional and interdisciplinary
collaborations in basic and translational biomedical research in
New York's Capital District.  Ordway's research is focused on drug
development in cancer, emerging infections and signal
transduction/endocrinology.

The Debtor filed for Chapter 11 protection (Bankr. S.D. NY Case
No. 11-11322) on April 28, 2011.  Bankruptcy Judge Robert E.
Littlefield, Jr., presides over the case.  Gregory J. Mascitti,
Esq., at LeClairRyan, A Professional Corporation, represents the
Debtor in its restructuring effort.  As of April 26, 2011, Ordway
had roughly $12,158,202 in assets and $17,108,847 in liabilities.


ORDWAY RESEARCH: May 25 Hearing on Use of KeyBank Cash Collateral
-----------------------------------------------------------------
Chief Bankruptcy Judge Robert E. Littlefield Jr. signed off on an
interim order approving a stipulation that governs Ordway Research
Institute Inc.'s continued use of cash collateral and permits it
to obtain DIP financing.  Pursuant to the Stipulation, the Court
will hold a final hearing on the cash collateral use on May 25,
2011, at 10:30 a.m.

As of the Petition Date, the Debtor owed:

     -- KeyBank National Association under two promissory notes
        aggregating $1.5 million;

     -- Key Equipment Finance, Inc., under $2.79 million in
        equipment financing; and

     -- the Marty and Dorothy Silverman Foundation under a
        $3.5 million promissory note.

The KeyBank loans are secured by all of the Debtor' assets.

The Debtor did not grant KEF a security interest in any of the
cash collateral.  To the extent KEF asserts a security interest in
any of the Debtor's property, the security interest is limited to
the equipment that is subject of the equipment lease.

The Debtor also does not believe that the Silverman Foundation has
a security interest in the cash collateral.

KeyBank has consented to the Debtor's limited use of cash
collateral, subject to the Stipulation.

In a prior stipulation, dated May 6, KeyBank authorized the Debtor
to use cash collateral and obtain postpetition loans until July 5,
unless extended by the bank.

                       About Ordway Research

Albany, New York-based Ordway Research Institute, Inc., was formed
in 2002 to facilitate inter-institutional and interdisciplinary
collaborations in basic and translational biomedical research in
New York's Capital District.  Ordway's research is focused on drug
development in cancer, emerging infections and signal
transduction/endocrinology.

The Debtor filed for Chapter 11 protection (Bankr. S.D. NY Case
No. 11-11322) on April 28, 2011.  Bankruptcy Judge Robert E.
Littlefield, Jr., presides over the case.  Gregory J. Mascitti,
Esq., at LeClairRyan represents the Debtor in its restructuring
effort.  JC Jones & Associates serves as its financial and
restructuring advisors.  As of April 26, 2011, Ordway had roughly
$12,158,202 in assets and $17,108,847 in liabilities.

Counsel for cash collateral lender KeyBank N.A. is:

          Justin A. Heller, Esq.
          NOLAN & HELLER, LLP
          39 North Pearl Street
          Albany, NY 12207
          Tel: (518) 449-3300
          Fax: (518) 432-3123
          E-mail: jheller@nolanandheller.com


PARK LANE: Involuntary Chapter 11 Case Summary
----------------------------------------------
Alleged Debtor: Park Lane LLC
                2450 Maitland Center Parkway, Suite 300
                Maitland, Fl 32751

Case Number: 11-07218

Involuntary Chapter 11 Petition Date: May 13, 2011

Court: Middle District of Florida (Orlando)

Petitioner's Counsel: Kelvin Soto, Esq.
                      LAW OFFICE OF KELVIN SOTO, PA
                      20 S. Rose Avenue, Suite 2
                      Kissimmee, FL 34741
                      Tel: (407) 552-1313
                      Fax: (407) 933-7713
                      E-mail: kelvinsoto@comcast.net

Park Lane LLC's petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Charles Scott Irish      Services Rendered      $8,550
1841 Biscayne Drive
Winter Park, Fl 32789

Carlos Moreno            Services Rendered      $3,850
2105 Mosher Drive
Orlando, Fl 32810

Keith Casteel            Services Rendered      $6,450
441 Sunlake Circle
#115
Lake Mary, Fl 32746


PATIENT SAFETY: Registers 31.7-Mil. Shares for Resale
-----------------------------------------------------
Patient Safety Technologies, Inc., filed with the U.S. Securities
and Exchange Commission a Form S-1 registration statement relating
to the offering by the selling stockholders of the Company of up
to 31,717,072 shares of common stock, par value $0.33 per share.
All of the shares of common stock offered by the prospectus are
being sold by the selling stockholders.  These shares include
19,738,025 issued and outstanding shares of common stock,
8,351,200 shares of common stock issuable upon conversion of the
Company's issued and outstanding Series B Convertible Preferred
Stock, or Series B Preferred Stock, and 3,627,847 shares of common
stock underlying unexercised warrants to purchase common stock.

The Company's filing of the registration statement, of which this
prospectus is a part, is intended to satisfy the Company's
obligations to the selling stockholders to register for resale
these shares of common stock.  The selling stockholders have
advised the Company that they will sell the shares of common stock
from time to time in the open market, on the OTC QB market
operated by OTC Markets Group, Inc., or any other stock exchange,
market or trading facility on which our shares are traded, in
privately negotiated transactions or a combination of these
methods, at market prices prevailing at the time of sale or at
prices related to the prevailing market prices or at negotiated
prices.

The selling stockholders may sell the common shares to or through
underwriters, brokers or dealers or directly to purchasers.
Underwriters, brokers or dealers may receive discounts,
commissions or concessions from the selling stockholders,
purchasers in connection with sales of the common shares, or both.
Additional information relating to the distribution of the common
shares by the selling stockholders can be found in this prospectus
under the heading "Plan of Distribution."  If underwriters or
dealers are involved in the sale of any securities offered by this
prospectus, their names, and any applicable purchase price, fee,
commission or discount arrangement between or among them, will be
set forth, or will be calculable from the information set forth,
in a supplement to this prospectus.

The Company will not receive any proceeds from the sale of common
stock by the selling stockholders.  The Company will receive
proceeds from the selling stockholders from any exercise of their
warrants made on a cash basis.

The Company's common stock is traded on the OTC QB market operated
by OTC Markets Group, Inc., under the symbol "PSTX."  On May 5,
2011, the closing price of the Company's common stock was $1.15
per share.

A full-text copy of the prospectus is available for free at:'

                        http://is.gd/qiinFZ

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

Patient Safety reported net income of $2.00 million on $14.79
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of $17.53 million on $4.50 million of revenue during
the prior year.

The Company's balance sheet at Dec. 31, 2010 showed $9.75 million
in total assets, $6.02 million in total liabilities and $3.73
million in total stockholders' equity.

In its March 31, 2010 report, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in San Diego, California, noted that the
Company's significant recurring net losses through Dec. 31,
2009, and significant working capital deficit as of Dec. 31,
2009, raise substantial doubt about the Company's ability to
continue as a going concern.


PEABODY ENERGY: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed Peabody Energy Corporation's (Peabody;
NYSE: BTU) Issuer Default Rating (IDR) at 'BB+'.
The Rating Outlook is Stable.

Peabody's credit ratings reflect large, well-diversified
operations, good control of low-cost production, strong liquidity
and modest adjusted financial leverage.

Liquidity at quarter's end was strong, with cash on hand of $1
billion (pro forma for the redemption of the $218.1 million senior
notes due 2016 on April 15, 2011) and availability under the
company's revolver of $1.5 billion. Total debt with equity
credit/EBITDA for the latest 12 months (LTM) ended March 31, 2011,
was 1.5 times (x). Peabody has substantial legacy liabilities and
adjusted leverage was 2.3x for the year ended Dec. 31, 2010. Pro
forma for the redemption of the senior notes due 2016, leverage
becomes 1.4x and adjusted leverage becomes 2.2x.

Capital expenditures are expected to be up to $950 million and
interest expense is expected to be about $200 million in 2011.
Peabody is targeting 2011 EBITDA of at least $2.1 billion which
Fitch believes should be attainable give the company's contract
position and markets for its Australian coals.

Fitch expects operating cash flows will cover capital expenditures
and dividends of about $92 million per year amply over the next
12-18 months. Scheduled maturities of debt are $43.2 million in
2011, $50.2 million in 2012, $58.8 million in 2013, $50.0 million
in 2014, and $400.4 million in 2015. Peabody should remain well
within its credit facility financial covenants of a maximum
consolidated leverage ratio of 4.0x and a minimum interest
coverage ratio of 2.5x.

The Stable Outlook reflects Fitch's expectation that: Peabody will
continue to invest in Australia and or Asia to the extent of its
free cash flow; any significant leveraged acquisitions will be
financed in a balanced manner with some cash on hand and/or
equity; and total debt with equity credit/EBITDA will remain below
2.5x over the next 18 months.

Fitch would consider a negative rating action if there were a
substantial recapitalization or a significant debt financed
acquisition. Fitch would consider a positive rating action if
there were a commitment to manage the capital structure to lower
financial leverage longer term.


Fitch has affirmed these ratings with a Stable Outlook:

   -- IDR at 'BB+';

   -- Senior unsecured notes at 'BB+';

   -- Senior unsecured revolving credit and term loan at 'BB+';

   -- Convertible junior subordinated debentures due 2066 at
      'BB-'.


PEREGRINE DEVELOPMENT: Sec. 341 Creditors' Meeting on June 3
------------------------------------------------------------
The United States Trustee for the Eastern District of Texas will
convene a meeting of creditors in the bankruptcy case of Peregrine
Development, LLC, on June 3, 2011, at 2:30 p.m. at Plano Centre.
This is the first meeting of creditors required under Section
341(a) of the U.S. Bankruptcy Code in all bankruptcy cases.

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

Pursuant to the U.S. Trustee's notice, Proofs of Claims are due by
Sept. 1.  Government Proof of Claim are due by Oct. 31.

Peregrine Development, LLC, in Lewisville, Texas, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No.
11-41449) on May 3, 2011, represented by Michael R. Rochelle,
Esq., at Rochelle McCullough L.L.P.  In its petition, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.  The petition was signed by Arthur James,
II, manager.


PERKINS & MARIE: Inks Forbearance, In Talks with Noteholders
------------------------------------------------------------
Perkins & Marie Callender's Inc. didn't make a $9.5 million
interest payment during the 30-day grace period on $190 million in
10% senior unsecured notes due Oct. 1, 2013.  The payment was due
April 1.  The Company anticipates not making the interest payment
due May 31 on the $132 million in 14% second-lien bonds due May
2013.

Perkins & Marie said it signed two forbearance agreements.

The first Forbearance Agreement, dated as of May 4, 2011, was
entered into with holders of in excess of 75% of the Company's
$190 million outstanding principal amount of 10% Senior Notes due
Oct. 1, 2013.  The noteholders have agreed that, until 5:00 p.m.
Eastern time on June 30, 2011, they will forbear from exercising
any and all of their rights and remedies in connection with
certain defaults and events of defaults under the 10% Notes
Indenture that currently exist or are anticipated to arise during
the pendency of such forbearance.  The Company is required to
execute a restructuring support agreement acceptable to the
noteholders for a financial restructuring.

The second Forbearance Agreement, dated as of May 9, 2011, was
entered into with lenders and Wells Fargo Capital Finance, LLC, as
administrative agent, under the parties' Credit Agreement dated
Sept. 24, 2008.  The Company has been entitled to borrow and re-
borrow from time to time revolving loans of up to $26.0 million in
aggregate principal amount outstanding at any one time until the
Credit Agreement's presently scheduled Feb. 28, 2013 maturity
date.  The lenders have agreed that, until 5:00 p.m. Eastern time
on June 30, 2011, they will forebear from exercising any and all
of their rights and remedies in connection with defaults in
connection with the missed payments on the notes.

                  About Perkins & Marie Callender

Perkins & Marie Callender's operates and franchises more than 600
full-service restaurants under the banners Perkins Restaurant &
Bakery and Marie Callender's Restaurant & Bakery. Its Perkins
chain, with about 480 locations, offers standard American fare for
breakfast, lunch, and dinner, along with fresh muffins, pies, and
cakes.  Many locations are open 24 hours a day.  Its Marie
Callender's chain boasts about 130 locations, offering traditional
comfort foods, along with fresh baked desserts.  Some 250 of the
restaurants are company-owned.  Perkins & Marie Callender's is
owned by private equity firm Castle Harlan.

The Company's balance sheet at Oct. 30, 2010, showed $290.0
million in assets, $506.4 million in total liabilities, and a
total deficit of $216.4 million.

                           *     *     *

As reported in the May 16, 2011 edition of the Troubled Company
Reporter, Moody's Investors Service revised Perkins & Marie
Callender's Probability of Default Rating to Ca/LD, reflecting the
limited default that has occurred with respect to the company's
10% Senior Unsecured Notes due 2013. The company's other ratings
were affirmed, including the Corporate Family Rating at Ca. The
rating outlook is negative.

Moody's does not anticipate upward rating momentum in the near
term given the operating environment and the high likelihood the
company will file for bankruptcy or undertake a distressed debt
exchange. A balance sheet restructuring that materially lowers
debt levels and improves liquidity could lead to an upgrade.


PETROFLOW ENERGY: Court OKs Buy Out & Settlement of Legal Matters
-----------------------------------------------------------------
Equal Energy Ltd. disclosed that earlier Judge Christopher
Sontchi, United States Bankruptcy Judge for the District of
Delaware, entered an order in the bankruptcy cases of Petroflow
Energy Ltd. and its subsidiaries, North American Petroleum
Corporation USA and Prize Petroleum LLC, approving:

   (i) the purchase and sale agreement between the Company and
       Petroflow; and
  (ii) the settlement agreement with the Company, Petroflow,
       Compass Bank and Texas Capital Bank, N.A..

As provided for in the Company's April 26, 2011 press release,
pursuant to the Agreements, the Company will acquire Petroflow's
interests in assets developed pursuant to the now terminated
Farmout Agreement between the Company and North American Petroleum
Corporation USA, and concomitantly settle all outstanding legal
matters between the Company and Petroflow, Compass and Texas
Capital.

Pursuant to applicable United States' bankruptcy law, any
challenge to, or appeal of, the Sale and Settlement Approval
Order, must be filed no later than May 31, 2011.  In the absence
of any such challenge or appeal, the Company anticipates that a
closing of the Acquisition and settlement approved by the
Bankruptcy Court will occur on or about June 1, 2011.

                       About Equal Energy

Equal Energy Limited is an exploration and production oil and gas
company based in Calgary, Alberta, Canada with its United States
operations office located in Oklahoma City, Oklahoma.  Equal's
shares and debentures are listed on the Toronto Stock Exchange
under the symbols (EQU, EQU.DB, EQU.DB.A, EQU.DB.B) and Equal's
shares are listed on the New York Stock Exchange under the symbol
(EQU).  The portfolio of oil and gas properties is geographically
diversified with producing properties located in Alberta, British
Columbia, Saskatchewan and Oklahoma.  Production is comprised of
approximately 55 percent crude oil and natural gas liquids and 45
percent natural gas.  Equal has compiled a multi-year drilling
inventory for its properties including its new oil play
opportunities in the Cardium and Viking in central Alberta in
addition to its extensive inventory of drilling locations in the
Hunton liquids-rich, natural gas play in Oklahoma.

                      About Petroflow Energy

Based in Denver, Colorado, Petroflow Energy Ltd. filed for Chapter
11 bankruptcy protection on Aug. 20, 2010 (Bankr. D. Del. Case No.
10-12608).  Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, represents the Debtor as its Delaware counsel.
Kirkland & Ellis LLP serves as bankruptcy counsel.  Kinetic
Advisors LLC serves as restructuring advisor.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtor estimated
both assets and debts of between $100 million and $500 million

Petroflow sought recognition of the U.S. chapter 11 proceedings
from the Alberta Court of Queen's Bench under the Companies'
Creditors Arrangement Act in Canada, and had its chapter 11 case
jointly administered with those of its two chapter 11 debtor
affiliates under the caption "In re North American Petroleum
Corporation USA, Case # 10-11707 (CSS)."

Petroflow Energy is the parent of Denver, Colorado-based North
American Petroleum Corp. USA and Prize Petroleum Corp.  North
American Petroleum and Prize Petroleum filed for Chapter 11
bankruptcy protection on May 25, 2010 (Bankr. D. Del. Case Nos.
10-11707 and 10-11708).  North American estimated its assets and
debts at $100 million to $500 million as of the Petition Date.


PHILLIPS RENTAL: Can Use Banks' Cash Collateral Until June 10
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
entered, on May 3, 2011, an agreed order granting Phillips Rental
Properties, LLC, permission to use cash collateral through 5:00
p.m. of June 10, 2011, to pay the estimated expenses that are
necessary to prevent immediate and irreparable harm to the
Debtor's estate, pursuant to an interim budget.  Any variance in
the expense figures in the interim budget in excess of 10% will
require approval by the Court.

As adequate protection, Bank of Tennessee, Carter County Bank,
Citizens Bank, Eastman Credit Union, First Tennessee Bank, Regions
Bank and TriSummit Bank's interest in the and to the prepetition
collateral, including interim adequate protection against the
diminution of the prepetition collateral resulting from the
Debtor's use, sale, or lease of the prepetition collateral and the
cash collateral, the Banks are granted interim replacement liens
in and to all assets of the estate that are within the collateral
descriptions of the Banks' loan and security documents.  In
addition, the Debtor is authorized and agrees to pay the amounts
as set forth in the budget to the Banks within the time periods
specified in the budget.

The Debtor was directed to maintain insurance coverage on all
property of the estate, Workmen's Compensation Insurance and
General Commercial Liability Insurance in a form and amount
acceptable to the Bank and the United States Trustee.

An adjourned hearing on the Debtor's continued use of cash
collateral will be held on June 7, 2011, at 9:00 a.m.

As reported in the TCR on Dec. 28, 2010, the Debtor, along with
Gary and Karla Phillips, is a co-maker and guarantor on notes
with:

                              Approximate Amount of Claim
                              ---------------------------
  a. Bank of Tennessee                  $514,748
  b. Carter County Bank                 $204,419
  c. Citizens Bank                      $565,947
  d. Eastman Credit Union             $2,383,489
  e. First Tennessee Bank               $791,808
  f. Regions Bank                     $3,770,512
  g. TriSummit Bank                   $1,036,460

Piney Flats, Tennessee-based Phillips Rental Properties, LLC,
filed for Chapter 11 bankruptcy protection on Dec. 7, 2010 (Bankr.
E.D. Tenn. Case No. 10-53129).  Fred M. Leonard, Esq. --
fredmleonard@earthlink.net -- in Bristol, Tennessee, serves as the
Debtor's bankruptcy counsel. According to its schedules, the
Debtor disclosed $13,499,682 in total assets and $9,650,892 in
total liabilities.


PRIMEDIA INC: Moody's Says Ratings Unaffected by LBO Announcement
-----------------------------------------------------------------
Moody's Investors Service said PRIMEDIA Inc.'s announcement that
it has entered into a definitive agreement to be acquired by
affiliates of TPG Capital would likely result in the withdrawal of
all ratings on PRIMEDIA's existing capital structure.
Existing ratings (LGD assessment):

   -- Corporate Family Rating, B1

   -- Probability of Default Rating, B2

   -- $88 million senior secured revolving credit facility due
      2013, B1 (LGD3, 30%)

   -- $208 (originally $250) million senior secured term loan B
      due 2014, B1 (LGD3, 30%)

   -- Speculative Grade Liquidity Rating, SGL-2

Headquartered in Norcross, Georgia, PRIMEDIA Inc. is a provider of
advertising-supported consumer guides covering the apartment
leasing and new homes sector. In addition, the company's
distribution business (DistribuTech) provides display space to
publishers of consumer guides. PRIMEDIA reported sales of $232
million in 2010.


PROJECT EAST: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Project East Bagley, LLC
        9205 Shenandoah Drive
        North Royalton, OH 44133

Bankruptcy Case No.: 11-14112

Chapter 11 Petition Date: May 13, 2011

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Glenn E. Forbes, Esq.
                  COOPER & FORBES
                  166 Main St.
                  Painesville, OH 44077-3403
                  Tel: (440) 357-6211
                  E-mail: Bankruptcy@cooperandforbes.com

Scheduled Assets: $991,255

Scheduled Debts: $1,787,944

A list of the Company's 18 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ohnb11-14112.pdf

The petition was signed by Patrick J. Potopsky, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
East Bagley, Inc.                      09-17194


RANDAZZO PROPERTY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Randazzo Property Group, Inc.
        401 East 34th Street
        Ocean City, NJ 08226

Bankruptcy Case No.: 11-24885

Chapter 11 Petition Date: May 12, 2011

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: Carmen M. Finegan, Esq.
                  HALPERN & LEVY, PC
                  1204 Township Line Rd
                  Drexel Hill, PA 19026
                  Tel: (610) 668-5454
                  Fax: (610) 668-5455
                  E-mail: carmen@halpernlevy.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Guiseppe Randazzo, president.


RANDOLPH PROPERTIES: Hearing on Key Issues Continued to June 14
---------------------------------------------------------------
Penny Pool at the Randolph Leader reports Lee R. Benton,
bankruptcy attorney for Randolph Medical Center, said the U.S.
Bankruptcy Judge William R. Sawyer continued everything in court
until June 14, 2011.  Among pending motions was converting the
hospital's Chapter 11 bankruptcy to Chapter 7.

According to the report, Randolph Medical filed bankruptcy after
Correct Care Inc., a Louisiana firm that provided doctors to the
hospital, walked out, necessitating the hospital's immediate
closure.  The firm is believed to be owed about $350,000.

Mr. Benton of the Birmingham firm of Benton and Centeno LLP said
Regions Bank had a motion to dismiss the case but was not present
in court.  He believes Regions is wrong on its position that it
has the same security interest as Correct Care Inc.

The Randolph Leader also reports that the contract for sale of the
separate rural health care clinic to Northeast Regional Medical
Center in Anniston has been signed and filed with the court
awaiting approval.

Randolph Properties, Inc., doing business as Randolph Medical
Center, filed a Chapter 11 petition (Bankr. M.D. Ala. Case No. 11-
30846) in Montgomery, Alabama, on April 1, 2011.  Michael A.
Fritz, Sr., Esq., at Fritz Hughes & Hill, LLC, in Montgomery,
represents the Debtor.  The Debtor estimated up to $50,000 in
assets and $1,000,001 to $10,000,000 in liabilities.


REGAL ENTERTAINMENT: Incurs $23.7-Mil. Net Loss in First Quarter
----------------------------------------------------------------
Regal Entertainment Group filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $23.70 million on $570.90 million of total revenues
for the quarter ended March 31, 2011, compared with net income of
$16.40 million on $719.80 million of total revenues for the
quarter ended April 1, 2010.

The Company's balance sheet at March 31, 2011, showed
$2.32 billion in total assets, $2.86 billion in total liabilities
and a $541.60 million total deficit.

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

                        http://is.gd/3nrig0

                  About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

Moody's said in February 2011 that Regal's B1 CFR reflects the
trade-offs between the relative stability and the small magnitude
of the company's cash flow stream.  With no change expected in
either parameter, and with very good liquidity, the rating outlook
is stable.

S&P said in February that the rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.


R.R. DONNELLEY: Moody's Downgrades Debt Rating to 'Ba1'
-------------------------------------------------------
Moody's Investors Service (Moody's) downgraded RR Donnelley & Sons
Company's (RR Donnelley) senior unsecured rating to Ba1 from Baa3,
and its commercial paper rating to Not Prime from Prime-3,
concluding the review for downgrade initiated on May 4, 2011. In
conjunction with the rating action, Moody's assigned RR Donnelley
a Ba1 Corporate Family Rating (CFR) and SGL-1 speculative-grade
liquidity rating (indicating very good liquidity). Moody's also
assigned a Ba1 rating to RR Donnelley's proposed $500 million
senior unsecured unguaranteed notes due 2018. With the review
concluded, RR Donnelley's rating outlook is now stable.

The rating action incorporates both systemic and company-specific
matters. RR Donnelley participates in an industry with very poor
supply/demand balance. Moreover, demand can fluctuate dramatically
over short periods of time. Subsequent to an approximate 20%
industry decline during the recent recession, demand has
essentially remained at recessionary trough levels. Moody's thinks
this backdrop indicates that business risks are increasing and
that a more conservative financial profile is required to maintain
a given rating. RR Donnelley recently announced a $1.0 billion
share buy-back and management expressed comfort with Debt-to-
EBITDA leverage in the 2.5x-to-3.0x range, a half turn higher than
the company's historic range. When Moody's standard adjustments
relating to operating leases and under-funded pensions are
applied, the company's figures equate to approximately 3.25x-to-
3.75x, levels that are not compatible with the prior rating.
Consequently, while Moody's believes RR Donnelley has the
wherewithal to operate with a more conservative capital structure,
the rating agency downgraded the company's senior unsecured debts
to Ba1 and Not Prime.

The Ba1 ratings draw support from the company's very good
liquidity profile. RR Donnelley maintains domestic cash balances
in the +/- $100 million range and Moody's expects the company to
be cash flow positive over the next four quarters. External
liquidity is provided by a $1.75 billion unsecured revolving term
loan that is committed to December 17, 2013. Drawings as of March
31, 2011 are relatively nominal and Moody's does not expect
financial covenant compliance matters to restrict access to the
facility over the foreseeable future. While Moody's is not aware
of any asset divestiture plans, RR Donnelley also has non-core or
easily divisible assets that could be sold for cash that would
augment liquidity. Overall, Moody's grades these arrangements as
being very good, SGL-1. RR Donnelley intends to utilize the net
proceeds from the proposed notes to refinance existing
indebtedness and the offering will favorably lower cash interest
expense. Covenants on the proposed notes are the same as RR
Donnelley's existing notes.

Downgrades:

   Issuer: R.R. Donnelley & Sons Company

   -- Senior Unsecured Bank Credit Facility, Downgraded to Ba1,
      LGD4 - 54% from Baa3

   -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1,
      LGD4 - 54% from Baa3

   -- Multiple Seniority Shelf, Downgraded to (P)Ba1 from (P)Baa3

   -- Commercial Paper, Downgraded to NP from P-3

Assignments:

   Issuer: R.R. Donnelley & Sons Company

   -- Corporate Family Rating, Assigned Ba1

   -- Probability of Default Rating, Assigned Ba1

   -- Speculative Grade Liquidity Rating, Assigned SGL-1

   -- Senior Unsecured Regular Bond/Debenture (due 2018), Assigned
      Ba1, LGD4 - 54%

Outlook Actions:

   Issuer: R.R. Donnelley & Sons Company

   -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

   Issuer: R.R. Donnelley & Sons Company

   -- Issuer Rating, Withdrawn, previously rated Baa3

RATINGS RATIONALE

Systemic influences are an important consideration underpinning RR
Donnelley's Ba1 CFR and Ba1 Probability of Default Rating (PDR).
Moody's believes that RR Donnelley's operational risks are
increasing as the business environment evolves. Most of the past
several years has been characterized by poor supply/demand balance
and suppressed margins and commercial printing's capacity
utilization and industrial production value continue to languish
at recessionary trough levels. So too does the consumption paper
grades used by commercial printers. Moody's estimates the annual
volume of more than $100 billion North American commercial
printing market is declining at a long term rate of +/- 3% and are
concerned that a significant proportion of recessionary declines,
which, at +/- 20%, greatly exceed the long term average, have been
lost forever. As well, visibility of forward activity levels is
opaque and the timing and magnitude future growth is highly
uncertain. Moody's anticipates only modest top-line growth and
expect little in the way of margin expansion. Moody's views RR
Donnelley as having a solid operating platform with good product
diversity and aggregate scale, and a reasonable cost position
featuring a significant variable component. Performance during the
recent recession was quite good with the company remaining cash
flow positive through-out. In addition, as an industry leader with
good access to the capital markets and a generally good liquidity
position, Moody's does not anticipate external matters to cause
abrupt changes in the company's risk profile. And with management
recently providing updated leverage guidance of 2.5x-to-3.0x (as
defined by the company), Moody's is comfortable that internal
matters will cause significant changes in the risk profile, it
being noted that Moody's assumes in the rating that the company
operates well below the top end of its guidance range.

Rating Outlook

The stable ratings outlook is based on the assumption RR Donnelley
will, on average, operate well below the upper end of its newly
stated comfort range for leverage.

What Could Change the Rating - Up

Given the combination of adverse systemic influences and the
company's stated Debt-to-EBITDA leverage comfort zone, a ratings
upgrade is not anticipated.

What Could Change the Rating - Down

Moody's would consider a downgrade if Debt-to-EBITDA, inclusive of
Moody's standard adjustments, was expected to be sustained at the
high end of the company's guidance range, which equates to
approximately 3.75x. This benchmark may be reconsidered in the
event industry fundamentals suddenly deteriorate. A significant
debt-financed acquisition and/or adverse liquidity developments
could also result in downward rating pressure.

RR Donnelley's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk. These attributes
were compared against other issuers both within and outside of RR
Donnelley's core industry and RR Donnelley's ratings are believed
to be comparable to those of other issuers of similar credit risk.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's website.


SAND HILL: CNH Capital and Towmeys Object to Plan Outline
---------------------------------------------------------
CNH Capital America LLC objects to the Disclosure Statement in
Support of Consolidated Plan of Reorganization of Sand Hill
Foundation, LLC, Sand Hill Panola SWD #2 LLC and Sand Hill Panola,
SWD #5 LLC.  CNH Capital is the holder of the debt instruments
executed by Sand Hill Foundation, LLC.

CNH Capital is the holder of the debt instruments executed by Sand
Hill Foundation, LLC.  CNH Capital objects to the Disclosure
Statement because it fails to provide "adequate information" as
that term used in 11 USC Sec. 1125 and interpreted by relevant
case law.  The Disclosure Statement fails to set forth how much is
past due on any secured claim, including those of CNH Capital, and
how much will be due on the Effective Date.

CNH Capital submits that this gives an inaccurate impression that
there is only one debt instrument when in fact there are three
cross-collateralized Retail Installment Contracts and Security
Agreements.  The Disclosure Statement should be modified to
correct this mischaracterization to reflect the fact that there
are three separate instruments, each containing cross-default and
cross-collateralization provisions and each with separate amounts
owed and interest rates.

          Howard C. Rubin, Esq.
          Daniel P. Callahan, Esq.
          KESSLER & COLLINS
          A PROFESSIONAL CORPORATION
          2100 Ross Avenue, Suite 750
          Dallas, TX 75201
          Tel: (214) 379-0722
          Fax: (214) 373-4714
          E-mail: hrubin@kesslercollins.com

Secured creditors Henry J. Twomey and Patricia Faye Twomey also
objected, saying the Disclosure Statement does not provide the
Twomeys with information in sufficient detail that will enable the
Twomeys, or a typical holder of a claim, to make an informed
judgment on whether to vote for the Plan.  The Twomeys' claim is
treated in Class 3.10, as an allowed secured claim, in the
Debtor's Consolidated Chapter 11 Plan.

The Troubled Company Reporter ran a summary of the Debtors'
Chapter 11 Plan in its May 5, 2011 edition.  A full-text copy of
the Disclosure Statement explaining the Plan is available for free
at http://bankrupt.com/misc/SANDHILL_DS_03282011.pdf

                         About Sand Hill

Sand Hill Foundation, LLC is an oilfield service and construction
company.  Sand Hill Foundation employs 145 people and owns assets
in the approximate amount of $10,000,000 including numerous
vehicles and equipment pieces of equipment.

Sand Hill Panola SWD #2 LLC owns a saltwater disposal well in
Panola County, Texas scheduled at over $2,500,000.  Sand Hill
Panola SWD #5 LLC also owns a saltwater disposal well in Panola
County, Texas scheduled at over $1,500,000.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case No. 10-90209) on May 25, 2010.  Jeffrey Wells
Oppel, Esq., at Oppel, Goldberg & Saenz P.L.L.C., assists the
Debtor in its restructuring effort.  The Company estimated its
assets and debts at $10 million to $50 million.

The U.S. Trustee has formed an official committee of unsecured
creditors in the Chapter 11 case.


SATISFIED BRAKE: Files Chapter 15 Petition in Kentucky
------------------------------------------------------
Satisfied Brake Products, Inc., filed a Chapter 15 petition
(Bankr. E.D. Ky. Case NO. 11-51427) to seek recognition of its
insolvency proceeding in Canada.

Based in the city of Dorval, in Montreal, the Debtor manufactures
and sells brake pads and shoes along five product lines.

On April 15, 2009, Brake Parts Inc. filed an action (E.D. Ky. Case
No. 09-CV-132-KSF), against David Lewis, a former BPI engineer who
helped develop formulas for BPI's brake pads.  BPI alleged that
Mr. Lewis had breached his nondisclosure agreement with BPI and
made related claims regarding improper use of confidential
information.

Also in 2009, BPI initiated an action against the Debtor in the
Ontario Superior Court and another action against the Debtor and
other in the Northern District of Illinois.  The Illinois court
granted a motion transferring the case to Kentucky (E.D. Ky. Case
No. 5:10-CV-00212) but denied a motion to consolidate the case
with the suit against Mr. Lewis.  In December, the Kentucky
District Court entered an injunction preventing the Debtor form
continuing its operations on most of its products.  The Debtor has
sought emergency relief from the U.S. Court of Appeals for the
Sixth Circuit to, among other things, terminate the injunction.
The Court of Appeals has not yet ruled on the request.

The injunction caused the Debtor's banker, the Bank of Montreal,
to immediately call its loan with the Debtor.  The Debtor was also
forced to close its Cornwall, Ontario plant.

These prompted the Debtor to seek protection on Jan. 10, 2011,
under the Bankruptcy and Insolvency Act in Canada.  Litwin
Boyadjian, Inc., was appointed as trustee.

Under BIA rules, the Debtor has until June 23, 2011, to submit a
proposal to creditors.

The Debtor wants its BIA case in Canada recognized as the foreign
main proceeding.


SATISFIED BRAKE: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Petitioner: Noubar Boyadjian

Chapter 15 Debtor: Satisfied Brake Products, Inc.
                   9060 Ryan Avenue
                   Dorval Quebec H9P 2M8
                   Canada

Chapter 15 Case No.: 11-51427

Type of Business: The Debtor is a leading brake manufacturer based
                  in North America.

Chapter 15 Petition Date: May 16, 2011

Court: U.S. Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Judge: Joseph M. Scott Jr.

Debtor's Counsel: Gregory R. Schaaf, Esq.
                  GREENEBAUM DOLL & MCDONALD PLLC
                  300 W. Vine Street, Suite 1100
                  Lexington, KY 40507
                  Tel: (859) 231-8500
                  E-mail: lexbankruptcy@gdm.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

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


SCOVILL FASTENERS: Global Equity-Led Auction Set for June 8
-----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Scovill Fasteners Inc. was authorized by the bankruptcy court on
May 13 to hold a June 8 auction to learn if the $17 million offer
from Global Equity Capital LLC is the best bid for the business.
The hearing for approval of the sale will take place June 10. The
creditors' committee opposed holding the auction so quickly.  As a
result, the judge is requiring other bids initially by June 6,
about a week later than the company originally proposed.  Scovill
made the agreement with Global Equity before the Chapter 11 filing
on April 19. The buyer will also pay the cost of curing contract
defaults.  The committee predicted that the sale would yield
"little or no cash recovery" for unsecured creditors.

                      About Scovill Fasteners

Scovill Fasteners Inc. -- dba Scovill Apparel Fasteners Inc. and
Scovill Manufacturing Co. -- produces snap fasteners and tack
buttons.  It manufactures the majority of its products at its
300,000 square foot factory located in Clarkesville, Georgia.
Clarkesville is also its headquarters location.

Scovill Fasteners along with affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 11-21650) on
April 19, 2011.  Heather N. Byrd, Esq., and John C. Weitnauer,
Esq., at Alston & Bird LLP, serve as the Debtors' bankruptcy
counsel.  BMC Group Inc. is the claims and notice agent.  Scovill
estimated its assets at $10 million to $50 million and debts at
$100 million to $500 million.

The bankruptcy judge has given interim approval for $20.8 million
in secured financing from General Electric Capital Corp., as agent
for lenders.


SHAMROCK-SHAMROCK: 70 Fla. Real Estate Parcels in Chapter 11
------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Shamrock-Shamrock Inc., the owner of 70 parcels of Florida real
property, filed for Chapter 11 protection on May 10 in Orlando.
The Daytona Beach, Florida-based company listed $17 million owing
on mortgages to a variety of lenders.  The properties together are
worth $12.1 million, the petition says.  There is almost no debt
aside from the mortgages.

Shamrock-Shamrock, Inc., filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 11-07061) on May 10, 2011.  Bryan K. Mickler, Esq.,
in Jacksonville, Florida, serves as counsel to the Debtor.

A case summary for Shamrock-Shamrock is in the May 13, 2011
edition of the Troubled Company Reporter.


SOUTHLAKE AVIATION: Wants to Dismiss Chapter 11 Case
----------------------------------------------------
Southlake Aviation, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, to dismiss their
Chapter 11 case after determining that their Gulfstream Aerospace
Gulfstream V is in Savannah, Georgia.

The Debtor has determined that the G-V is indeed secured in
Savannah and that no reorganization is necessary, according to
papers filed with the court.  Additionally, the Debtor believes it
can reach an agreement with VFS Financing Inc. regarding the G-V
outside of bankruptcy.

The Debtor says that VFS is filing an unopposed motion to lift the
automatic stay to gain control of the G-V.

The G-V is not cross-collateralized as against the other estate
assets, which were not in default at the time of the Petition
Date.  On April 11, 2011, Regions Equipment Finance Corporation
sent the guarantors of its obligations, but not the Debtor, a
notice of non-monetary default.

Accordingly, dismissing Debtor's case is in the best interest of
its creditors, Linda S. LaRue, Esq., at Quilling, Selander,
Lownds, Winslett & Moser, P.C., in Dallas, Texas, asserts.

The Debtor has also consulted with the United States Trustee, VFS,
and the single unsecured creditor, Winstead, P.C.  None are
opposed to this Motion, Ms. LaRue says.  REFCO's position
regarding the relief herein is not known, according to court
papers.

Irving, Texas-based Southlake Aviation, LLC, owns Gulfstream
Aerospace G-IV, Gulfstream Aerospace G-V and Cessna 550 which it
leases out for private use.  Southlake Aviation filed for Chapter
11 bankruptcy protection on March 30, 2011 (Bankr. N.D. Tex. Case
No. 11-32035).  Linda S. LaRue, Esq., and Michael J. Quilling,
Esq., at Quilling, Selander, Cummiskey & Lownds, serve as the
Debtor's bankruptcy counsel.  The Debtor estimated its assets and
debts at $50 million to $100 million.


SRAM CORP: Moody's Rates 1st Lien Credit Facility at 'Ba2'
----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to SRAM
Corporation $625 million 1st lien senior secured credit facilities
($575 million term loan and $50 million revolver), a B3 rating to
the $215 million 2nd lien term loan and an SGL-2 Speculative Grade
Liquidity rating. At the same time, the B1 Corporate Family Rating
was affirmed and the Probability of Default Rating was revised to
B1 from B2. The outlook was changed to negative from stable. The
ratings on the existing secured credit facility will be withdrawn
upon closing.

Proceeds from the two credit facilities will be used to repay the
existing term loan (roughly $197 million) and take out the
financial sponsors' (Trilantic) equity (about $575 million). SRAM
filed an S-1 on May 12, 2011 to issue $300 million of common
stock. If the initial public offering (IPO) closes, proceeds will
be used to repay the 2nd lien term loan in full and partially
repay the first lien term loan.

"Despite the intended use of proceeds from a potential IPO, we
assume that the 2nd lien term loan will be repaid solely with free
cash flow," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. With that in mind, the debt transaction is
somewhat aggressive from a credit perspective and temporarily
weakens SRAM's credit metrics. For example, this transaction will
increase adjusted debt/EBITDA by more than three turns to well
over 6 times from 3 times at Dec. 31, 2010. However, Moody's
believes that SRAM has showed enough resiliency in its business
and effectiveness of controlling costs and repaying debt to not
warrant a downgrade. "We believe that debt/EBITDA should be below
6.5 times by the end of 2011 and 5.5 times by the end of 2012
assuming an IPO does not happen," noted Cassidy. If an IPO were to
occur under the terms in the S-1, this ratio could approach 4
times in 2011 and 3.5 times in 2012.

The Probability of Default Rating revision to B1 from B2 is a
result of the change to a first lien-second lien structure.
Because of this change, Moody's is utilizing a 50 percent mean
family recovery rate in accordance with its LGD methodology --
which resulted in the revision.

RATING RATIONALE

The B1 Corporate Family Rating reflects SRAM's modest scale with
about $550 million of revenue, narrow product focus in bicycle
component parts, and susceptibility to discretionary consumer
spending. It also reflects Moody's view that while credit metrics
will become weak following a debt financed share repurchase, which
is larger than the rating agency expected when it upgraded the
rating to B1 in April 2011, metrics should steadily improve over
the next few years to more reasonable levels., This is especially
so if an IPO closes. The ratings are also constrained by the
company's history of shareholder friendly activity such as
dividends and share repurchases as well as by the potential for
future acquisitions. SRAM's ratings benefit from its: 1) strong
operating margins with EBITA/revenue over 20%; 2) history of using
free cash flow to repay debt; 3) good market position within the
bicycle component industry; 4) extensive product portfolio within
the premium segment; and 5) brand recognition among bike
enthusiasts and dealers. The ratings also benefit from the
company's good liquidity profile, geographic diversification, and
stable industry dynamics.

The negative outlook reflects Moody's view that credit metrics
will be outside of what is typical for a B1 consumer durables
company. For example, SRAM's pro forma debt/EBITDA ratio is 6.8
times at Dec. 31, 2010, while 6 times or lower is closer to what
is expected. The negative outlook reflects Moody's concern that
SRAM may not be able to reduce leverage to around 6 times absent
an IPO.

The outlook could be stabilized if SRAM reduces financial leverage
to around 6 times either by paying down debt with IPO proceeds or
by paying down debt with free cash flow. That said, there is no
upside rating pressure in the near term even if an IPO closes
given the deterioration in credit metrics which will accompany the
debt financed share repurchase. And because of SRAM's relatively
small scale with revenue around $500 million and history of
aggressive financial policies, its credit metrics need to be
stronger than similarly rated consumer durables companies. For
example, for an upgrade to be considered debt/EBITDA would need to
approach 3 times and interest coverage needs to be moving toward 4
times.

Ratings could be downgraded if credit metrics do not improve in
the relatively near term. For example, Moody's could downgrade the
ratings if debt/EBITDA does not approach 6 times in the next year
(currently 6.8 times pro forma for the transaction) or if EBITA
margins fall to the low double digits (currently over 20%).
Another aggressive debt funded shareholder return in the near to
mid-term term could also spark a downgrade.

The SGL-2 Speculative Grade Liquidity rating reflects SRAM's good
liquidity profile. SRAM's liquidity position is comprised of
modest cash balances of around $15 million, good operating cash
flow generation and full availability under its $50 million
revolver, which expires in 2016. The extended maturity profile of
the 1st and 2nd lien term loans (1st lien matures in 7 years and
2nd lien matures in 7.5 years) benefits SRAM's liquidity position
as does having a 50% excess cash flow sweep in the 1st lien term
loan. The lack of financial covenants in the 1st lien and 2nd lien
term loan also enhance SRAM's liquidity profile. But a maximum
quarterly leverage covenant in the revolving credit facility,
which only have to be met if there are revolver borrowings
outstanding at the end of a quiarter, is a constraint on
liquidity. The modest size of the cash balances and revolver are
the primary constraints to liquidity.

The Ba2 rating on the1st lien senior secured credit facility and
the B3 rating on the 2nd lien credit facility reflect a B1
probability-of-default rating and an LGD 3 for the 1st lien and an
LGD 5 for the 2nd lien. The 1st lien facilities are rated two
notches higher than the B1 Corporate Family Rating reflecting
their priority position in relation to collateral. The B3 rating
on the second lien term loan is two notches lower than the CFR
reflecting the weaker collateral position that facility holds. The
ratings of both the 1st lien and 2nd lien reflects the upstream
guarantees from operating subsidiaries and the all-asset pledge on
a first and second lien basis. The rating on the 1st lien credit
facility will likely not change if the proceeds from an IPO are
used to repay the 2nd lien. This is because the B1 Probability of
Default rating would likely get downgraded to B2 as there would
only be 1st lien debt in the capital structure. This would likely
counter the impact of losing the loss absorption afforded by the
2nd lien term loan.

Moody's assigned these ratings:

   -- $575 Million First Lien Term Loan at Ba2 (LGD 3, 35%);

   -- $30 Million First Lien Revolver at Ba2 (LGD 3, 35%);

   -- $215 Million Second Lien Term Loan at B3 (LGD 5, 85%);

   -- Speculative Grade Liquidity rating at SGL-2;

Moody's revised these rating:

   -- Probability of Default Rating to B1 from B2;

Moody's affirmed these rating:

   -- Corporate Family Rating at B1

The principal methodology used in rating SRAM was the Global
Consumer Durables rating methodology published in October 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Chicago, Illinois, SRAM Corporation is a global
manufacturer and designer of premium bicycle components. SRAM's
business consists primarily of its OEM business while 35% of sales
are derived from its after market segment. Trilantic Capital
Partners has a 40% minority stake in SRAM from the August 2008
leverage recapitalization. This will be repaid with proceeds from
a refinancing.. Revenue for the twelve months ended March 31,
2011, approximated $550 million.


SRAM LLC: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
SRAM LLC to positive from stable. "We also affirmed our 'B+'
corporate credit rating on the company," S&P said.

"At the same time, we assigned our preliminary issue-level ratings
to the company's proposed first- and second-lien senior secured
credit facilities. We assigned our preliminary 'B+' issue-level
rating (at the same level as our corporate credit rating) to
SRAM's proposed $625 million senior secured first-lien credit
facilities. We also assigned this debt a preliminary recovery
rating of '3', indicating our expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default. The
proposed facilities will consist of a $50 million revolving credit
facility due 2016 and a $575 million term loan due 2018," S&P
continued.

"Additionally we assigned SRAM's proposed $215 million senior
secured second-lien term loan due 2018 our preliminary 'B-' issue-
level rating (two notches below the corporate credit rating). We
also assigned this debt a preliminary recovery rating of '6',
indicating our expectation of a negligible (0% to 10%) recovery
for lenders in the event of a payment default," S&P noted.

SRAM plans to use the proceeds to refinance its existing
indebtedness and repurchase Trilantic Capital Partners' equity
stake. Additionally, the company has filed a registration
statement outlining plans for an IPO and intends to use a portion
of the potential proceeds to repay debt.

"The outlook revision to positive reflects the potential for
meaningful deleveraging if SRAM's recently proposed IPO is
successful," said Standard & Poor's credit analyst Michael
Halchak. "While the planned refinancing will result in an increase
in our measure of leverage to the mid-5x area from the low-4x area
as of Dec. 31, 2010, if the IPO is successful and the majority of
proceeds go toward debt repayment (as outlined in the company's
recently filed registration statement), we believe leverage could
improve to below 4x by the end of 2011."

"Based on our assessment of SRAM's business risk profile as weak,"
added Mr. Halchak, "we would view this level of leverage to be in
line with a higher rating." "We have included Trilantic Capital
Partners' preferred equity position in our calculation of SRAM's
leverage since the firm acquired a minority stake in SRAM in
2008."


STEM INT'L: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Gary Haber at the Baltimore Business Journal reports that Stem
International Inc. filed for Chapter 11 protection about a month
after a Harford County judge ordered it to pay $2 million to a
subcontractor in a legal dispute over a pair of lucrative military
deals.  Stem's largest unsecured creditor listed in the bankruptcy
filing is SciTech Services Inc., a Harford County defense
contractor.  SciTech has a $3 million claim.

Based in Belcamp, Maryland, Stem International Inc. filed for
Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 11-18831)
on April 28, 2011.  Judge James F. Schneider presides over the
case.  Curtis C. Coon, Esq., at Coon & Cole, LLC, represents the
Debtor.


STRATEGIC AMERICAN: Provides Update on Reserve & April Production
-----------------------------------------------------------------
Strategic American Oil Corporation has received its Engineering
Report from Ralph E. Davis Associates, Inc., a petroleum
engineering consulting firm since 1924.  The report details the
reserve estimates for Strategic American Oil's production
interests in Texas and Louisiana as of Dec. 31, 2010.  The report
estimates net proved reserves of 979,000 barrels of oil and 13 Bcf
(billion cubic feet) of natural gas which translates to
approximately $75.3 million undiscounted or $54.6 million
discounted at 10 percent in net Proved Reserves for Strategic
American Oil.

Since its acquisition of Galveston Bay Energy, LLC, on Feb. 15,
2011, Strategic American Oil has been continuously working to
improve its existing production infrastructure in order to
alleviate unplanned downtime and interruptions to production.  As
a result of this work, the Company has seen virtually
uninterrupted production in April from its Galveston Bay
properties -- gross production has so far averaged approximately
260 barrels of oil per day and 420 Mcf of gas per day, or 330
barrels of oil equivalent (boe) per day.  This is a noteworthy
improvement over the previous three months where average bay
production was 22% lower.  The Company expects production will
continue to increase with additional improvements to both existing
infrastructure and shut-in wells.

Strategic American Oil President and CEO Jeremy G. Driver stated,
"In addition to the positive report, we are also extremely pleased
with the increase in our daily production which is resulting in
increased cash flow and positioning the Company for additional
growth.  We are continuing our plan of increasing production by
improving existing infrastructure and then evaluating existing
wells for workover and/or recompletion opportunities.  We believe
there remains significant upside potential in these fields both
from existing wells and future drilling."

The Company plans to hold a shareholder conference call in the
coming weeks.  Once finalized, an announcement will be made with
further details on how to participate.

                     About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.

                           Going Concern

As reported by the TCR on March 25, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Strategic
American Oil's ability to continue as a going concern following
the Company's results for the fiscal year ended July 31, 2010.
The independent auditors noted that the Company has suffered
losses from operations and has a working capital deficit.

In its Form 10-Q, the Company acknowledged that it had a working
capital deficit of $3,362,822 and an accumulated deficit of
$13,016,680 as of Jan. 31, 2011.  The Company said its ability to
continue as a going concern is dependent on raising additional
capital to fund ongoing exploration and development and ultimately
on generating future profitable operations.

The Company's balance sheet at Jan. 31, 2011 showed $1.80 million
in total assets, $3.47 million in total liabilities and
$1.67 million in total stockholders' deficit.


SUFFOLK REGIONAL OTB: Files Plan, Faces Chapter 9 Challenge
-----------------------------------------------------------
Suffolk Regional Off-Track Betting Corp., which just filed its
plan to emerge from bankruptcy, now faces a challenge to its
eligibility for court protection from the horse-racing track that
hosts the Kentucky Derby.

Frank Angst at Thoroughbred Times reports that Churchill Downs
Inc. has objected to the Chapter 9 filing by Suffolk OTB.
Churchill said the New York State regional OTB's bankruptcy filing
should be dismissed because it needs to first receive state
authorization to file for bankruptcy.   Churchill is one of the 30
largest unsecured creditors and its owed settlement money for
wagers made on Churchill's four tracks at the OTB.

The U.S. Bankruptcy Court for the Eastern District of New York
will consider the objection at 11 a.m. EDT on May 18, 2011.

Hauppauge, New York-based Suffolk Regional Off-Track Betting
Corporation, aka Suffolk OTB, filed for Chapter 9 bankruptcy
protection (Bankr. E.D. N.Y. Case No. 11-42250) on March 18, 2011.
Christopher F. Graham, Esq., at McKenna Long & Aldridge LLP,
serves as the Debtor's bankruptcy counsel. The Garden City Group
is the notice, claims, and solicitation agent, nunc pro tunc to
the Petition Date.  The Debtor estimated its assets and debts at
$10 million to $50 million.

Suffolk OTB said in its bankruptcy petition that it qualified
under Chapter 9 and that its board of directors authorized its
officers to seek the necessary legislative authorization.


SUSTAINABLE ENVIRONMENTAL: Amends Sept. 30 Quarterly Report
-----------------------------------------------------------
Sustainable Environment Technologies Corporation filed with the
U.S. Securities and Exchange Commission an Amendment No. 1 to its
quarterly report for the period ended Sept. 30, 2010.  The
amendment was filed to account for the beneficial conversion
feature on the $2.0 Million Convertible Note Payable to
Metropolitan Real Estate LLC and related amortization of the
discount.  There was no impact on the loss per share for both
periods presented.

The Company's restated statement of operations reflects a net loss
of $599,726 on $646,193 of total revenues for the three months
ended Sept. 30, 2010, compared with a net loss of $499,726 on
$616,193 of revenue as originally reported.

The Company's restated balance sheet at Sept. 30, 2010 showed
$3.09 million in total assets, $4.85 million in total liabilities
and a $1.75 million total stockholders' deficit, compared with
$3.09 million in total assets, $5.15 million in total liabilities
and a $2.05 million total stockholders' deficit.

A full-text copy of the Quarterly Report, as amended, is available
for free at http://is.gd/7afj16

                   About Sustainable Environmental

Upland, Calif.-based Sustainable Environmental Technologies
Corporation (formerly RG Global Lifestyles, Inc.) offers water and
wastewater treatment engineering and construction services.

The Company's balance sheet at Dec. 31, 2010, showed
$3.1 million in total assets, $4.5 million in total liabilities,
and a stockholders' deficit of $1.4 million.


TENNCO FOOD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Tennco Food, Inc.
        1001 Belleview St., Suite 408
        Dallas, TX 75215

Bankruptcy Case No.: 11-33223

Chapter 11 Petition Date: May 12, 2011

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Douglas S. Draper, Esq.
                  HELLER DRAPER HAYDEN PATRICK & HORN, LLC
                  650 Poydras St., Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  E-mail: ddraper@hellerdraper.com

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

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

A list of the Company's 20 largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb11-33223.pdf

The petition was signed by Curtis E. Ransom, vice
president/secretary and shareholder.


TEREX CORP: Moody's Affirms B2 Rating; Outlook Changed to Negative
------------------------------------------------------------------
Moody's Investors Service has affirmed Terex Corporation's (Terex)
B2 Corporate Family Rating (CFR) and Probability of Default Rating
(PDR), but changed the rating outlook to negative from stable. The
company's SGL-2 Speculative Grade liquidity Rating was also
affirmed. The rating actions follow the company's announcement
that it has issued an unsolicited public tender offer for Demag
Cranes AG (Demag) for ?41.75 per share (implied equity value of
$1.3 billion).

As a provider of heavy machinery used in construction and
industrial applications, Terex's operating performance has only
recently begun to demonstrate recovery from a protracted and deep
recessionary environment. The company's credit metrics have been
weak for the rating category but the rating has anticipated
improvement as the macro-economic environment recovers. Although
the proposed acquisition would increase debt, Moody's believes
that the company's B2 rating could be sustained if the transaction
were to be completed under the terms outlined and if Terex's core
businesses continue their recent recovery trend. The affirmation
considers the improvement in Terex's performance demonstrated in
the first quarter of 2011, and the potential for increased backlog
to yield further revenue and earnings growth during 2011. The
affirmation also considers the potential earnings contributions
from the combination with Demag.

The negative outlook recognizes that Terex's unsolicited offer for
Demag poses incremental risks for the company in several ways. The
offer is contingent on the company receiving at least 51% of the
outstanding shares. Yet, because Demag has not supported the offer
there is no certainty that the transaction will proceed or whether
alternate pricing, terms or conditions could be required to effect
a transaction. An additional risk is that Terex could receive
tenders for more than its specified 51% of Demag shares, but less
than the amount required under German law to effect a domination
agreement. Under such a circumstance, Terex would hold a majority,
but non controlling interest in Demag and could face a protracted
process in reaching agreements with remaining shareholders to
achieve a controlling interest. During that time it might not have
access to Demag's cash flows to help in servicing any incremental
debt incurred to acquire the shares. However, the diminished
access to Demag's cash flows could be somewhat mitigated by the
additional liquidity that would result from not having purchased
100% of the shares. Such risks are important considerations in
view of the fact that Terex's core operations are still in the
nascent stages of a turnaround. Terex maintains a good liquidity
profile through the combination of over $700 million in cash, and
a $550 million revolver with over $500 million in availability.
The company also has good room under its covenants and still owns
over $300 million of Bucyrus stock that it can monetize.

Outlook Actions:

   Issuer: Terex Corporation

   -- Outlook, Changed To Negative From Stable

Adjustments:

   Issuer: Terex Corporation

   -- Senior Secured Bank Credit Facility, Changed to LGD1, 07%
      from LGD1, 06%

   -- Senior Unsecured Regular Bond/Debenture, Changed to LGD3,
      30% from LGD1, 06%

What could take the rating down?

The rating may be downgraded if significant risks attendant to the
unsolicited offer were to materialize, including a higher offer
price that further increases Terex's financial leverage or if an
incomplete acceptance of the tender offer results in Terex
purchasing a majority of Demag's shares without achieving
effective control of the company. The rating would also be subject
to downward adjustment if current improving trends were to
decelerate or reverse resulting in deterioration of the company's
credit metrics, or if the company's liquidity profile were to
meaningfully erode.

What could cause the rating to stabilize?

An improvement in the company's leverage to under 5.5x would be
supportive of a stable outlook as would an improvement in its
interest coverage metric to 2x. Free cash flow to debt of over 5%
would also be supportive of stable ratings. If the contemplated
transaction is executed near current levels, and Terex maintains
good liquidity, the rating is likely to be sustained.

Moody's last rating action on Terex was February 2011 when the
rating agency affirmed the company's Corporate Family (CFR) and
Probability of Default Ratings at B2 and the company's Speculative
Grade Liquidity Rating (SGL) at SGL-2.

The principal methodologies used in this rating were Heavy
Manufacturing Industry published in November 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Terex Corporation, headquartered in Westport, CT, is a diversified
global manufacturer supporting the construction, mining, utility
and other end markets. Revenues for 2010 totaled approximately
$4.4 billion.


TIM BLIXSETH: To Seek Dismissal of Involuntary Case Today
---------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Timothy Blixseth will square off in front of the bankruptcy judge
in Las Vegas at a May 18 hearing over whether he should be in
Chapter 7 involuntarily.  Mr. Blixseth filed a motion to dismiss
the involuntary petition originally filed against him by three
states on April 4.  He settled with two states and agreed on the
amount of taxes owing, leaving only the state of Montana to pursue
the involuntary petition actively.

According to Mr. Rochelle, Mr. Blixseth filed his final set of
papers last week on the question of whether tax liabilities to the
three states are disputed.  If the tax claim of even one state is
disputed, the bankruptcy court must dismiss the involuntary
petition.  Montana argued that the settlements, after the filing
of the involuntary petition, show there were undisputed taxes
owing to California and Utah.  Mr. Blixseth, by contract, says
that the settlement shows the two states' taxes were indeed
disputed when the involuntary petition was filed.  As for Montana,
Mr. Blixseth continues disputing he owes anything, let alone the
$219,000 the state claims.  U.S. Bankruptcy Judge Bruce A. Markell
will sort out the issues at the May 18 hearing.  If Markell
dismisses the petition, Mr. Blixseth will ask the judge to impose
monetary sanctions on Montana and its lawyers.

                     About Timothy Blixseth

Tax officials from California, Montana and Idaho on April 5, 2011
filed an involuntary-bankruptcy petition under Chapter 7 against
Timothy Blixseth in Las Vegas, Nevada (Bankr. D. Nev. Case No.
11-15010).  The three states that signed the petition against the
Yellowstone Club co-founder claim they are owed $2.3 million in
back taxes.  A copy of the petition is available for free at
http://bankrupt.com/misc/nvb11-15010.pdf

Mr. Blixseth is seeking dismissal of the involuntary petition.

Mr. Blixseth and his former wife, Edra Blixseth, founded the
Yellowstone Club, near Big Sky, Montana, in 2000 as a ski resort
for millionaires looking for vacation homes.  Members paid
$205 million for 72 properties in 2005 alone.

Bloomberg News, citing a court ruling by U.S. Bankruptcy Judge
Ralph B. Kirscher, says the couple took cash for their personal
use from a $375 million loan arranged by Credit Suisse.  Finances
at the club deteriorated thereafter, and the club eventually went
bankrupt, Judge Kirscher found.  Mr. Blixseth was ordered to pay
$40 million to the club's creditors under a September ruling by
Judge Kirscher.  Mr. Blixseth said he's appealing that judgment.

                     About Edra D. Blixseth

Edra D. Blixseth owns the Porcupine Creek Golf Club in Rancho
Mirage and the Yellowstone Club in Montana.  Ms. Blixseth filed
for Chapter 11 bankruptcy protection on March 26, 2009 (Bankr. D.
Mont. Case No. 09-60452).  Gary S. Deschenes, Esq., at Deschenes &
Sullivan Law Offices assists Ms. Blixseth in her restructuring
efforts.  The Debtor estimated $100 million to $500 million in
assets and $500 million to $1 billion in debts.  The Debtor's case
was converted from a Chapter 11 to a Chapter 7 by Court order
entered May 29, 2009.

                    About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy on Nov. 10, 2008 (Bankr. D. Montana, Case No. 08-
61570).  The Company's owner affiliate, Edra D. Blixseth, filed
for Chapter 11 on March 27, 2009 (Case No. 09-60452).

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners, LLC, acquired equity ownership in the
reorganized Club for $115 million.

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented the Debtors.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer, as counsel, and James H. Cossitt, Esq., at local counsel.
Credit Suisse, the prepetition first lien lender, was represented
by Skadden, Arps, Slate, Meagher & Flom.


TOYS R US DELAWARE: S&P Keeps Rating on $400MM Term Loan at 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services' rating on Toys "R" Us Delaware
Inc.'s (a wholly owned subsidiary of Toys "R" Us Inc.) $400
million tranche B-2 term loan due 2018, which the company is re-
launching, remains at 'BB-' with a '1' recovery rating, indicating
our expectations for very high (90-100%) recovery in the
event of a payment default. The issue rating is still on
CreditWatch Positive, along with the other ratings on the company.

The $400 million tranche B-2 term loan ranks pari passu to the
company's $700 million tranche B-1 term loan due 2016 and $350
million senior secured notes due 2016, and benefits from the same
collateral and guarantee package. The company intends to use the
proceeds from the new $400 million B-2 term loan, along with
borrowings from its revolving credit facility, to repay Toys "R"
US Inc.'s $500 million unsecured notes due 2011.

Toys "R" Us Inc.'s ratings remain on CreditWatch with positive
implications. The CreditWatch placement follows the company's S-1
filing, under which it plans to sell up to $800 million in common
stock.

Ratings List

Toys "R" Us Inc.
Corporate Credit Rating     B/Watch Pos/--

Toys "R" Us Delaware Inc.
$400 mil tranche B-2
  term loan due 2018         BB-/Watch Pos
   Recovery Rating           1


TX BLACKHORSE: Secured Creditors to Be Paid Over Time
-----------------------------------------------------
TX Blackhorse L.L.P. has filed a disclosure statement describing
its Plan of Reorganization.

Pursuant to the Plan terms, administrative claims, which are
unclassified, will be paid in full on the Effective Date of the
Plan.

The following classes of claims are impaired under the Plan and
creditors holding Claims in these classes are entitled to vote to
accept or reject the Plan:

1. Class 2: Allowed Secured Claim of Park Cities Bank, scheduled
   at $10,855,121 as of the filing date.  Park Cities holds a
   first lien on the Debtor's property.

2. Class 3: Allowed Secured Claim of CWI Investor Holdings Two,
   L.L.C., scheduled at $2,405,000.00.  CWI has a second lien on
   Debtor's property.

Unsecured claims in the amount of $2,500 will be paid in full on
the effective date of the Plan.

Partnership interests in the Debtor will continue to have the
ownership interest in the partnership.  They will not receive any
distribution, however, until all other creditors are paid in full.

The Debtor believes the tract of land to be worth $15,750,000.
The Debtor has no other assets.  The Debtor will divide its real
estate into four roughly equivalent parcels or "Pods."

With respect to the Secured Claim of Park Cities Bank under Class
2, within one year from the Consummation Date, Debtor will secure
the release of Park Cities' lien on one of the Pods and pay to
Park Cities in cash one fourth (1/4) of Park Cities Allowed
Secured Claim, plus any accrued interest.  Within one year of the
first payment to Park Cities for the takedown of the first Pod,
Debtor will secure the release of a second Pod and pay Park Cities
one quarter (1/4) of its Allowed Secured Claim, plus accrued
interest on the outstanding balance at that time, and so on, until
Park Cities' claim is paid in full.  The Allowed Secured Claim of
Park Cities will bear interest at the rate of 6% p.a. on the
outstanding balance.  The takedown of the first Pod is entirely
dependent on the construction and opening of a Simon mall, which
is being developed north of Debtor's Real Estate.  The Debtor can
neither build a road to its real estate nor bring the utilities to
the property until the Simon mall developer has reached a certain
position in its construction.  Simon mall is scheduled to open for
business on or before April 30, 2011.

CWI will retain its second lien on Debtor's real estate.  After
the Allowed Secured Claim of Park Cities is paid in full, Debtor
will pay to the holder of the Allowed Secured Claim of CWI all of
the net proceeds from lot sales from the Debtor's property as
those lots are closed until such time as the Class 3 claim is paid
in full.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/txblackhorse.DS.pdf

                        About TX Blackhorse

Tempe, Arizona-based TX Blackhorse L.L.P., a limited partnership,
is the owner of an undeveloped tract of land consisting of
approximately 630 acres in Texas City, Galveston County, Texas.
The Debtor's general partner is CW LT Management, L.L.C., of
Tempe, Arizona, which owns 1% of the Debtor.  John Cork, also of
Tempe, Arizona, the manager of the general partner, owns 88% of
the Debtor as limited partner.  Emilie Cork and Nathan Cork own 5%
limited partner interests respectively.

The Debtor filed for Chapter 11 bankruptcy protection on Dec. 29,
2010 (Bankr. S.D. Tex. Case No. 10-80760).  Thomas Baker Greene,
III, Esq., at the Law Office of Thomas B. Greene III, in Houston,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $19,100,280 in assets and $13,262,621 in
liabilities as of the petition date.


U.S. POSTAL: Warns It Could Become Insolvent
--------------------------------------------
Pete Brush at Bankruptcy Law360 reports that the U.S. Postal
Service said that it lost $2.2 billion for the quarter that ended
March 31, warning of defaults on payments to the government if a
law forcing it to prepay into a massive employee health fund isn't
changed.  As an agency under the executive branch, the post office
can't technically go bankrupt, but it has to fund its own
operations and could become insolvent.  That could create havoc
inside the federal government and impact its obligations to pay
other agencies, according to Law360.


VALLEJO, CA: May Beat Bankruptcy by July, Officials Say
-------------------------------------------------------
American Bankruptcy Institute reports that Vallejo, Calif.,
officials Friday released a "status quo" budget for the next
fiscal year, announcing that the troubled city could exit
bankruptcy as soon as July.

                        About City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represent the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.


VERIFONE INC: Moody's Upgrades CFR to Ba3; Outlook Positive
-----------------------------------------------------------
Moody's Investors Service upgraded VeriFone Inc.'s Corporate
Family Rating (CFR) to Ba3 from B1 and the ratings for its senior
secured credit facilities to Ba1 from Ba2, and changed the ratings
outlook to positive from stable.

Moody's has taken these rating actions:

   Issuer: Verifone, Inc.

   -- Corporate family rating -- Ba3, upgraded from B1

   -- Probability-of-default rating -- Ba3, upgraded from B1

   -- $25 million ($40 million originally) Senior Secured
      Revolving Credit Facility due 2012 -- Ba1 (LGD2 - 20%),
      upgraded from Ba2 (LGD 2 -- 21%)

   -- $220 million Senior Secured Term Loan due 2013 -- Ba1 (LGD2
      - 20%), upgraded from Ba2 (LGD 2 -- 21%)

   Outlook action:

   -- Outlook changed to Positive from Stable

RATINGS RATIONALE

The upgrade reflects a meaningful deleveraging of VeriFone's
balance sheet driven by strong operating performance since the end
of the global macroeconomic downturn and Moody's belief that the
Company should be able to sustain moderate leverage, good
operating cash flow levels and strong liquidity over the next 18-
to-24 months. VeriFone's Debt-to-EBITDA leverage ratio declined to
3.1x for LTM January 2011 (incorporating Moody's standard
analytical adjustments) from over 5.0x during fiscal 2009 and its
cash balances continue to grow as a result of its strong free cash
flow generation.

While Moody's anticipates VeriFone's 20% plus revenue growth rates
in recent periods to moderate to the low-teens over the next 12-
to-24 months, the Company should continue to experience healthy
demand in developed markets for Point of Sale (POS) payment
terminals stemming from natural replacement and security upgrade
cycles, and expanding products and services, such as security
solutions and wireless payment terminals which enable payment
transactions in taxi cabs. In emerging markets, where the Company
already has good market presence, rapid growth in consumer incomes
and increasing usage of credit/debit cards as modes of payment
should drive strong demand for VeriFone's payment terminals.
Moody's expects that the resulting growth in EBITDA should drive
VeriFone's leverage to under 2.5x over the next 12 months. Moody's
Analyst Raj Joshi said "Given VeriFone's vastly improved credit
profile and its liquid balance sheet Moody's believes that the
Company can endure discrete events, such as a temporary weakness
in demand, small- to mid-sized acquisitions or share buybacks, and
still preserve a moderately levered balance sheet."

Moody's notes that the U.S. Department of Justice has challenged
VeriFone's proposed acquisition of Hypercom citing anti-trust
concerns. The stock-financed acquisition of Hypercom would have a
modest deleveraging effect on VeriFone's balance sheet, but more
importantly, it would strengthen the Company's position in certain
markets in continental Europe and the Middle East. The positive
ratings outlook reflects Moody's view that even as a standalone
company, VeriFone's credit metrics should continue to strengthen
over the next 12 months. In fact, Moody's projections of the
Company's credit metrics and profitability over the next 12 months
and its already strong market position are reflective of a Ba2
rating. However, Moody's is concerned that in the event that the
Hypercom acquisition does not close, the Company could pursue
other avenues to enhance shareholder returns which may reverse
recent deleveraging trends.

Moody's could raise VeriFone's ratings if the Hypercom acquisition
closes as currently contemplated and if the rating agency believes
that the Company will pursue a stable, conservative financial
policy, including Debt-to-EBITDA leverage of less than 2.5x, while
generating strong free cash flows through good revenue growth and
profitability.

Conversely, the rating outlook could revert to stable or the
rating could possibly come under pressure if the Hypercom
transaction does not close and Moody's believes that VeriFone
could pursue aggressive financial and acquisition strategies which
result in elevated business risk or weaken the Company's balance
sheet. Downward rating pressure could also develop if competitive
pressures or technological changes erode VeriFone's market share
or profitability, its operating cash flows deteriorate, and the
Company is unable to sustain Debt-to-EBITDA below 3.5x.

The principal methodology used in rating VeriFone Inc. was the
Global Business & Consumer Service Industry Rating Methodology,
published October 2010. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.

Headquartered in San Jose, California, VeriFone is a leading
provider of POS payment systems, solutions and services with
revenues of $1.06 billion in the twelve months ended January 2011.


VIVAKOR INC: Terminates MOU to Merge with Resolution Biomedical
---------------------------------------------------------------
Vivakor, Inc., announced that the parties have mutually agreed to
terminate their memorandum of understanding to merge Vivikor with
Resolution Biomedical, Inc., due primarily to the inability to
secure acceptable financing terms.  Vivakor continues to seek
interested merger and acquisition candidates.

                         About Vivakor Inc.

Coralville, Iowa-based Vivakor, Inc., is a transdisciplinary
research company that develops products in the fields of molecular
medicine, electro-optics, biological handling and natural and
formulary compounds.

The Company's balance sheet at September 30, 2010, showed
$2.65 million in total assets, $2.66 million in total liabilities,
and a stockholders' deficit of $11,602.

As reported in the Troubled Company Reporter on April 9, 2010,
McGladrey & Pullen, LLP, in Cedar Rapids, Iowa, expressed
substantial doubt about Vivakor, Inc.'s ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company's ability to become a
profitable operating company is dependent upon obtaining financing
adequate to fulfill its research and market introduction
activities, and achieving a level of revenues adequate to support
the Company's cost structure.


WATERSCAPE RESORT: Files Plan to Pay Creditors After Hotel Sale
---------------------------------------------------------------
Dow Jone's DBR Small Cap reports that the owner and developer of
the Cassa NY Hotel and Residences said the $126 million sale of
the hotel portion of its midtown Manhattan hotel and condominium
project will form the "cornerstone" of the restructuring proposal
it put forth in U.S. Bankruptcy Court in Manhattan.

                   About Waterscape Resort

Waterscape Resort LLC, aka Cassa NY Hotel And Residences, is a
Delaware limited liability company formed on or about Jan. 24,
2005.  The principal office of the Debtor is at 15 West 34th
Street, New York, New York 10001.  On July 19, 2005, Waterscape
acquired the property, consisting of the three contiguous
buildings at 66, 68 and 70 West 45th Street in Manhattan, for the
sum of $20 million to develop the property into a 45-storey
condominium project including a luxury hotel, a restaurant and
luxury residential apartments.  The purchase was financed with a
$17 million acquisition loan and mortgage from U.S. Bank
Association.

Construction of the hotel and residential units, given the name
Cassa NY Hotel and Residences, commenced in July 2007.  By the end
of September 2010, the hotel and residential units were completed.
The Debtor generates its revenue from guests who stay at the hotel
and in the Debtor's residential condominium units, and from sales
of unsold residential condominium units.  The Debtor's hotel and
rental business has produced gross revenues of approximately
$17 million to $18 million on an annual basis, and by the end of
September 2010, the Debtor had sold five residential apartment
units for a total of approximately $12,710,340.

The Debtor's Cassa NY Hotel and Residences features 165 hotel
rooms, and above the hotel units, 57 residences.  The Debtor's
restaurant will occupy the first level below ground, but will be
visible from the ground floor hotel lobby.  The Debtor's
restaurant is not yet open for business.

The Debtor has for several months been embroiled in litigation
with numerous contractors and subcontractors who have asserted
alleged mechanics lien claims against the Property totaling
approximately $20 million.

As of the Petition Date, the Debtor had outstanding approximately
$134.4 million of secured loan principal obligations under credit
facilities with US Bank and USB Capital Resources, Inc.  The debt
is secured by liens upon all of the assets of the Debtor,
including mortgages on the Debtor's real property, together with
liens on all rents, proceeds and cash of the Debtor, pledges of
member interests in Waterscape, and guarantees by Waterscape
members and other third-party grantors.  The Debtor's secured debt
was incurred under three separate agreements for: (i) an
acquisition and project loan; (ii) a construction loan; and (iii)
a mezzanine loan; each of which was made in connection with the
acquisition or development of the Debtor's property.

Over the last several months, the Debtor engaged in extensive
negotiations with the Secured Lenders regarding the parameters of
a comprehensive restructuring.  The Debtor also engaged in
extensive marketing efforts and negotiations to sell its hotel
assets to a non-insider buyer.  The restructuring discussions
between the Debtor and the Secured Lenders reached an impasse, and
on March 21, 2011, UBS, the junior of the two Secured Lenders,
filed a foreclosure action against the Debtor in the Supreme Court
of the State of New York, County of New York.

The Debtor then filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-11593) on April 5, 2011.  The Debtor
estimated its assets and debts at $100 million to $500 million.


WAVE SYSTEMS: Incurs $2.25 Million Net Loss in 1st Quarter
----------------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $2.25 million on $7.47 million of total net revenues for the
three months ended March 31, 2011, compared with a net loss of
$764,175 on $5.87 million of total net revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2011, showed $14.94
million in total assets, $11.85 million in total liabilities and
$3.09 million in total stockholders' equity.

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

                        http://is.gd/WWgFOY

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $4.12 million on $26.05 million
of total net revenues for the year ended Dec. 31, 2010, compared
with a net loss of $3.34 million on $18.88 million of total net
revenues during the prior year.

Wave's independent registered public accounting firm has issued a
report dated March 15, 2011, that includes an explanatory
paragraph referring to the Company's significant operating losses
and substantial doubt about its ability to continue as a going
concern.


WESLEY ENHANCED: Fitch Downgrades L-T Rating to 'BB'
----------------------------------------------------
Fitch Ratings downgrades to 'BB' from 'BBB-' and withdraws the
long-term rating on Wesley Enhanced Living's (WEL) outstanding
series 2005A and B variable rate demand bonds issued by Langhorne
Manor Higher Education & Health Authority (PA).

The rating withdrawal reflects management's decision to stop
participating in the rating process. As a result, Fitch no longer
has sufficient information to maintain the ratings. Accordingly,
Fitch will no longer provide ratings or analytical coverage for
WEL.

The downgrade to 'BB' from 'BBB-' reflects the decline in WEL's
unrestricted cash and investment position to $7.4 million at Dec.
31, 2009 from $16 million at Dec. 31, 2006. As a result, liquidity
metrics are no longer consistent with 'BBB' category medians
(148.8 days cash on hand and 20.8% cash to debt). Furthermore, all
of WEL's debt ($35.4 million) is structured as variable rate
variable rate demand bonds, which exposes the organization to put,
remarketing and bank renewal risk.

In addition, Fitch has withdrawn the 'F1+' short-term rating,
which was assigned incorrectly.


WESTMORELAND COAL: Incurs $18.7-Mil. First Quarter Net Loss
-----------------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $18.73 million on $127.76 million of revenue for the
three months ended March 31, 2011, compared with a net loss of
$3.74 million on $126.44 million of revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2011, showed
$787.99 million in total assets, $961.91 million in total
liabilities, and a $173.92 million total deficit.

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

                        http://is.gd/hWMMeP

                      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 $3.2 million on $506.1 million
of revenues for 2010, compared with a net loss of $29.2 million on
$443.4 million of revenues for 2009.  Operating income was
$20.5 million in 2010 compared to a loss of $31.8 million in 2009.

                          *     *     *

As reported in the TCR on March 4, 2011, Standard & Poor's Ratings
Services said that it assigned a 'CCC+' corporate credit rating to
Colorado Springs, Colorado-based Westmoreland Coal Co.  The rating
outlook is stable.


WOLF MOUNTAIN: ASC Utah Seeks Dismissal of Chapter 11 Filing
------------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Wolf Mountain Resorts I LC, the previous owner of the Wolf
Mountain Ski Resort in Park City, Utah, may not survive long in
bankruptcy court.  ASC Utah LLC wants the bankruptcy judge in Los
Angeles to dismiss the case so it can continue collection of the
jury award and pursue a return of the transferred property.
A hearing on the dismissal was scheduled for May 17.

According to the report, ASC Utah bought the resort from Wolf
Mountain in 1997.  In a May 13 motion to dismiss the bankruptcy,
ASC charged that the "case represents a veritable poster child for
bad faith Chapter 11 filings."  According to ASC's papers, the
sale was structured so ASC leased the underlying real property for
200 years with an option to purchase.  ASC and Wolf Mountain began
lawsuits against one another in 2006.  The result was a
$55 million state-court jury verdict against Wolf Mountain in
March.  In early May, Wolf Mountain allegedly transferred its
property to insiders, ASC said in bankruptcy court papers.  The
state court judge in Utah gave ASC an attachment on the
transferred property.  The attachment will expire May 19.

                    About Wolf Mountain Resorts

Wolf Mountain Resorts, L.C., based in Los Angeles, California,
filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No.
11-30162) on May 9, 2011.  Judge Peter Carroll presides over the
case.  Mark S. Horoupian, Esq., at SulmeyerKupetz, serves as
bankruptcy counsel.  Wolf Mountain Resorts estimated that both its
assets and debts measure between $100 million and $500 million.


* 60-Day Limit for Direct Appeal is Jurisdictional
--------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
the 60-day time limit on filing a motion for direct appeal to the
court of appeals is jurisdictional, according to an unsigned
opinion on May 13 from the U.S. Court of Appeals in New Orleans.
The three-judge panel concluded that 28 Section 158(d)(2)(E),
which states that a motion for direct appeal "shall be made not
later than 60 days after entry" of the order being appealed, is
jurisdictional.  In the case Stansbury v. Holloway (In re
Holloway), 10-30576, U.S. 5th Circuit Court of Appeals (New
Orleans), because an appellant filed a motion for direct appeal
more than 60 days after the order on appeal was filed, the Court
of Appeals said it lacked jurisdiction.  Since there was no
jurisdiction, the Court of Appeals said it could not invoke any
equitable powers to enlarge the time for filing the motion.


* Judge Posner Rules Against IRS on Tax Lien Rent Priority
----------------------------------------------------------
Judge Richard A. Posner ruled in an opinion for the U.S. Court of
Appeals in Chicago that the lien of a lender on real estate comes
ahead of a tax lien even as to rents paid after the tax lien
attached.  The case, Bloomfield State Bank v. U.S., 10-3939, 7th
U.S. Circuit Court of Appeals (Chicago), involved a mortgage
lender whose lien included rents and profits from the property.
The Internal Revenue Service claimed that its tax lien came ahead
of the lender's mortgage as to rents received after the tax lien
was filed.  The district court ruled in favor of the IRS. The 7th
Circuit reversed the ruling.  Judge Posner examined the federal
tax lien statute which says that the claim of the IRS is
subordinate only to property "in existence" when the tax lien
attached.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

June 6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Canadian-American Cross-Border Insolvency Symposium
        Fairmont Royal York, Toronto, Ont.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Sanctuary at Kiawah Island, Kiawah Island, S.C.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/


                           *********

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, Philline Reluya, Ronald C. Sy, Joel Anthony G.
Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2011.  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 ***