TCR_Public/120425.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 25, 2012, Vol. 16, No. 114

                            Headlines

3210 RIVERDALE: Files Schedules of Assets and Liabilities
ACCESS CAR: Files for Chapter 11 Bankruptcy Protection
AEROGROW INTERNATIONAL: J. Peierls Discloses 16.3% Equity Stake
AES EASTERN: Somerset Faces Liquidation If Sale Falls Through
AMERICAN AIRLINES: To Eliminate 1,200 Non-Union Jobs

AMERICAN AIRLINES: Reports $1.7 Billion 1st Quarter Net Loss
AMERICAN AIRLINES: Dewey & LeBoeuf Okayed for GDS Litigation
AMERICAN AIRLINES: Wins OK for HFB as Local Counsel for GDS Case
AMERICAN AIRLINES: S&P's D-Rating Unaffected by USAir Labor Pacts
API TECHNOLOGIES: Moody's Lowers CFR to 'B3'; Outlook Negative

ARCAPITA BANK: Has Final Okay to Employ GCG as Claims Agent
ARCAPITA BANK: Has Until May 3 to File Schedules and Statements
ARCAPITA BANK: Wants Until June 21 to File Liability Schedules
ARCAPITA BANK: Commerzbank Wants Stay Relief to Allow Claim Notice
ARRHYTHMIA RESEARCH: Receives NYSE Amex Non-Compliance Notice

ARROWHEAD GENERAL: S&P Withdraws 'B-' Counterparty Credit Rating
ASBURY AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB-'
BAYSHORE PALMS: Files for Chapter 11 in Tampa
BICENT HOLDINGS: Files for Chapter 11 With Pre-Arranged Plan
BICENT HOLDINGS: Case Summary & 30 Largest Unsecured Creditors

BICENT POWER: S&P Lowers $480-Mil. Senior Facility Rating to 'D'
BNC FRANCES: Files Schedules of Assets and Liabilities
BRICOLAGE CAPITAL: Ernst & Young Settles Tax Shelter Case
BUFFETS INC: To Pay Creditors $4-Mil. When it Leaves Bankruptcy
CAESARS ENTERTAINMENT: Has $60.8MM Subscription Pact with Rock

CANO PETROLEUM: Can Continue Paying Obligations to Royalty Owners
CANO PETROLEUM: Texas Tax Jurisdictions Want Cash Use Unauthorized
CAPMARK FINANCIAL: Goldman Sachs Fights $147 Million Suit
CARITAS HEALTH: Files Supplement to Preserve Causes of Action
CATASYS INC: David Smith's Equity Stake Hiked to 47%

CENTURYLINK INC: S&P Rates $2-Bil. Sr. Unsec. Credit Facility 'BB'
CHURCH STREET: Deal Modifying Asset Sale Dates Approved
CHURCH STREET: Committee Challenge Period Ends April 27
CLEAR CREEK: Wants Exclusive Right to Propose Plan Until Aug. 15
COMMUNITY MEMORIAL: Medical Files Remain Stored in Hospital

CRYSTALLEX INT'L: Court OKs $36-Mil. DIP Loan from Tenor
CUI GLOBAL: Camtex, et al., to Resell 570,000 Common Shares
CUI GLOBAL: To Issue 50,750 Shares as Officers' Compensation
DIAGNOSTIC IMAGING: S&P Lowers Corporate Credit Rating to 'CC'
DELTA PETROLEUM: John Young OK'd as Chief Restructuring Officer

DEWEY & LEBOEUF: Said to Have Approached 3 Firms
DEX ONE: S&P Lowers Rating on $300-Mil. Subordinated Notes to 'D'
DPL INC: S&P Puts 'BB+' Rating on Sr. Unsecured Notes on Watch Neg
DURRANT GROUP: Ceases Operations After Talks Fell Through
EMDEON INC: S&P Assigns 'BB-' Rating to $1.426B Credit Facilities

EMERALD PERFORMANCE: S&P Assigns 'B' Corporate Credit Rating
ENERGY CONVERSION: Extends Auction Date to May 8
ENERGY CONVERSION: Court OKs Foley & Lardner as Committee Counsel
FLINTKOTE COMPANY: Plan Filing Exclusivity Extended to Aug. 31
FRED HILL: Files for Chapter 7; To Halt Operations Thursday

FRIENDLY ICE CREAM: Court Sets Confirmation Hearing for June 5
FRIENDLY ICE CREAM: Has Until May 31 to Decide on Store Leases
GAC STORAGE: Can Use BB&T Cash Collateral Until May 12
GAC STORAGE: Can Access BoA Cash Collateral Until May 12
GENERAL MARITIME: Modified Plan Confirmation Hearing Set for May 3

GENERAL MARITIME: Approved to Enter into Plan Support Agreement
GFI GROUP: S&P Lowers Issuer Credit Rating to 'BB+'; Outlook Neg
GREY OAKS: Files for Chapter 11 Bankruptcy Protection
GROUP 1 AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB'
HARTFORD COMPUTER: Can Hire Blake Cassels as Canadian Tax Counsel

HARTFORD COMPUTER: Has Nod to Hire Katten Muchin as Ch 11 Counsel
HARTFORD COMPUTER: Committee Can Hire Crowe Horwath as Analysts
HARTFORD COMPUTER: Files Schedules of Assets and Liabilities
HEALTHCARE OF FLORENCE: Files for Chapter 11 in Tucson
HEALTHCARE OF FLORENCE: Voluntary Chapter 11 Case Summary

HOLDINGS OF EVANS: Can Use Cash Collateral Through May 31
INDIANAPOLIS DOWNS: Stipulation Extending Plan Deadline Filed
INTERMETRO COMMUNICATIONS: D. Marshall Holds 13.7% Equity Stake
INTERMETRO COMMUNICATIONS: S. Baradaran Holds 4.4% Equity Stake
INTERPUBLIC GROUP: Fitch Holds Rating on Preferred Stock at 'BB+'

JACOBS FINANCIAL: Incurs $402,000 Net Loss in Feb. 29 Quarter
JATCO INC: Files for Chapter 11 in Oakland
JEWISH COMMUNITY: U.S. Trustee Forms 3-Member Creditors' Panel
JONES GROUP: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
KLN STEEL: Lender Seeks Chapter 7 Conversion

LANCASTER RDA: S&P Lowers Rating on Tax Allocation Bonds to 'B'
LANCASTER FINANCING: S&P Cuts Ratings on 2 Issues of TABs to 'BB-'
LANCASTER FINANCING: S&P Affirms 'BB' SPUR on 4 Issues of TABs
LBI MEDIA: S&P Lowers Corp. Credit Rating to 'CCC,' Outlook Neg.
LIBERTY HARBOR: Meeting to Form Creditors' Committee on May 9

LOCATION BASED TECH: Partners with West Coast Customs
MARCO POLO SEATRADE: Creditors Object to Settlement Proceeds Usage
MEDICAL CARD: S&P Lowers Counterparty Credit Rating to 'CCC'
MONEYGRAM INTERNATIONAL: Ten Directors Elected at Annual Meeting
MGIC INVESTMENT: Incurs $19.6-Mil. Net Loss in First Quarter

NEVADA CANCER: Receives Formal Approval of Chapter 11 Plan
NEW STREAM: Judge Approves Creditor-Backed Chapter 11 Plan
NEWPAGE CORP: Creditors Blast BNY's Effort to Block Buyout Probe
NGPL PIPECO: S&P Keeps 'BB-' Corp. Credit Rating on Watch Negative
NOMOS CAPITAL: Fitch Gives 'BB-' Final LT Rating on US$500MM Notes

OLDE PRAIRIE: Files 5th Amended Plan; CenterPoint Still Objects
OLSEN AGRICULTURAL: Files Schedules of Assets and Liabilities
OMEGA NAVIGATION: Has Access to Cash Collateral Until May 9
ORDWAY RESEARCH: Auction for Armory on May 9
PENN VIRGINIA: Moody's Issues Summary Credit Opinion

PETRA FUND: 2nd Amended Plan of Reorganization Wins Court OK
PGA HOLDINGS: Moody's Says Upsized Loans No Impact on 'B2' CFR
PINNACLE AIRLINES: Intends to Furlough 450 Pilots
PINNACLE AIRLINES: Has Approval for Davis Polk as Bankr. Counsel
PINNACLE AIRLINES: Wins OK for Akin Gump as Conflicts Counsel

PINNACLE AIRLINES: Taps Ernst & Young as Independent Auditor
PINNACLE AIRLINES: Has OK for Seabury as Restructuring Advisor
PINNACLE AIRLINES: Has Epiq Bankruptcy as Administrative Agent
PITTSBURGH CORNING: Has New Plan in 12-Year Old Case
RADIATION THERAPY: Moody's Lowers Corp. Family Rating to 'B3'

RITE AID: Jean Coutu's Equity Stake Down to 19.8%
RIVER ROAD: Supreme Court Hears Arguments on RadLax Case
RIVIERA HOLDINGS: Moody's Cuts Corporate Family Rating to 'Caa1'
ROOMSTORE INC: Asks for Aug. 8 Extension of Plan Filing Period
ROOMSTORE INC: Files Schedules of Assets and Liabilities

ROSETTA GENOMICS: Extraordinary General Meeting Set for May 14
ROSETTA GENOMICS: Receives Key U.S. Patent Allowance
SAAB CARS: Files List of 20 Largest Unsecured Creditors
SAAB CARS: Files Schedules of Assets and Liabilities
SAAB CARS: U.S. Trustee Appoints 7-Member Creditor's Panel

SAAB CARS: Motion to Designate James V. McTevia as CRO Withdrawn
SAAB CARS: Court OKs Hiring of Butzel Long as Insolvency Counsel
SAAB CARS: Stevens & Lee Approved as Bankruptcy Co-Counsel
SHEPHERD'S FEDERAL: NCUA Liquidates Credit Union
SAGUACHE COUNTY: Aventa Credit Assumes Membership Shares

SHOREBANK CORP: Court Denies Request to Reconstitute Committee
SHOREBANK CORP: Committee Taps Foley & Lardner as Counsel
SMF ENERGY: Mulls Sale of Mid Continent Division
SMF ENERGY: Hiring Trustee Services Inc. as Claims Agent
SMF ENERGY: Faces Probe for Over-Charging U.S. Postal Service

SP NEWSPRINT: Corrosion Monitoring OK'd to Commence Foreclosure
SP NEWSPRINT: Brant Deal Rejection Date Extended Until Closing
SP NEWSPRINT: Wants to Incur Loan to Pay Postpetition Insurance
SPRING POINT: Amended Plan Proposes Property Auction in August
SXP ANALYTICS: Litigation Cues Chapter 11 Bankruptcy Filing

SYNIVERSE HOLDINGS: Moody's Rates New Credit Facility 'B1'
SYNIVERSE HOLDINGS: S&P Gives 'BB-' Rating to $950-Mil. Term Loan
TAXMASTERS INC: Chapter 11 Trustee Appointed
THORNBURG MORTGAGE: Trustee Ordered to Arbitrate $19M Goldman Suit
TN-K ENERGY: Completes $4.8 Million Transactions

TRAFFIC CONTROL: Marwit Says DIP Facility Is Sub Rosa Plan
TRAFFIC CONTROL: Hiring Epiq as Claims Agent & Admin. Advisor
TRAFFIC CONTROL: Asks Court to Approve Latham as Bankr. Counsel
TRAFFIC CONTROL: Employs Broadway as Financial Advisor
TRAFFIC CONTROL: Has Green Light on Enterprise Lease Agreement

TRANS ENERGY: Board Ratifies Appointment of S. Lucado as Chairman
ULTIMATE ESCAPES: Court Enters Final Decree Closing Case
UNITED MARITIME: S&P Puts 'B' Corporate Credit Rating on Watch
VILLAGE AT PENN: $18MM Sale of Retirement Community Approved
VILLAGE AT PENN: CliftonLarsonAllen LLP Approved as Accountant

VILLAGE AT PENN: Latsha Davis OK'd as Special Corporate Counsel
VILLAGE AT PENN: Pepper Hamilton Approved as Litigation Counsel
VERENIUM CORP: Completes Repurchase of $34.8 Million Notes
VITAMINSPICE: Involuntary Dismissed, No Proof of Debt

* FDIC Overestimated 2011 Bank Failure Losses, GAO Says
* Senate Votes to Extend Bankruptcy Judge Positions
* Justices Skeptical of Attempts to Block 'Credit Bidding'

* Cohen & Grigsby Adds Attorney to Business Services Group

* Upcoming Meetings, Conferences and Seminars

                            *********

3210 RIVERDALE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
3210 Riverdale Development LLC filed with the U.S. Bankruptcy
Court for the Southern District of New York schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $30,000,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                    $30,000,000       $8,000,000

A full text copy of the company's schedules of assets and
liabilities is available free at:

         http://bankrupt.com/misc/3210_RIVERDALE_sal.pdf

                      About 3210 Riverdale

Bronx, New York-based 3210 Riverdale Development LLC filed for
Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-11109) on
March 20, 2012.  Judge James M. Peck is assigned to the Debtor's
bankruptcy case.  The Law Offices of Mark J. Friedman P.C. serves
as the Debtor's counsel.

3210 Riverdale owns certain real property and improvements located
at 3210 Riverdale Ave., 3217 Irwin Ave., and 3219 Irwin Ave., in
Bronx.  The Chapter 11 filing stays an auction scheduled by the
secured lender.  At the behest of HSBC Capital (USA) Inc.,
administrative lender, New York auctioneer Sheldon Good & Company
was set to conduct a public auction March 21 of 100% of the
limited liability company interests in 3210 Riverdale, pledged by
the Debtor to the lenders.

Riemer & Braunstein LLP, in New York, represented HSBC Capital in
the proposed sale.


ACCESS CAR: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Annie Johnson, staff reporter at Nashville Business Journal,
reports that Access Car Rental voluntarily filed for Chapter 11
bankruptcy protection.  The Company estimated between $1 million
and $10 million in both assets and liabilities.  Among the
company's largest unsecured creditors are a Michigan bank for $2.5
million; Illinois-based Union Leasing for between $600,000 and
$700,000; and ABC of Bowling Green for $340,000.

Access has been in the business since 1996 and owns facilities
across Tennessee.


AEROGROW INTERNATIONAL: J. Peierls Discloses 16.3% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Jeffrey Peierls and his affiliates disclosed that, as
of April 11, 2012, they beneficially own 68,608,122 shares of
common stock of Aerogrow International, Inc., representing 16.372%
of the shares outstanding.  A copy of the filing is available for
free at http://is.gd/uk8KhK


                           About AeroGrow

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.

The Company reported a net loss of $2.71 million on $6.08 million
of product sales for the nine months ended Dec. 31, 2011, compared
with a net loss of $5.29 million on $8.20 million of product sales
for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $5.66 million
in total assets, $10.03 million in total liabilities, and a
$4.37 million total stockholders' deficit.

For Fiscal 2011, the Company's independent auditors expressed
substantial doubt about the Company's ability to continue as a
going concern.  As reported in the TCR on Aug. 30, 2011, Eide
Bailly LLP, in Fargo, North Dakota, said the Company does not
currently have sufficient liquidity to meet its anticipated
working capital, debt service and other liquidity needs in the
near term.


AES EASTERN: Somerset Faces Liquidation If Sale Falls Through
-------------------------------------------------------------
Joyce Miles, writing for the Lockport Union-Sun & Journal, reports
that AES Somerset is facing liquidation if a proposed deal to
recharge it, through investment, tax relief and payroll slashing,
doesn't pass muster with the U.S. Bankruptcy Court in Delaware.

The report recounts the Bankruptcy Court has given conditional
approval to a proposal by a group of bondholders to take over the
Somerset and Cayuga plants and try turning them around
financially.  The bondholders -- owed about $450 million in
principal -- would invest $70 million in the Somerset plant, to
cover expected operating losses over the next two to three years.
The turnaround plan also calls for fixed-cost cutting, by
reduction of PILOT payments, CRX rail fees and employee
pay/benefit concessions.

The report says according to Town Supervisor Daniel Engert, the
bankruptcy court's approval is conditioned on it receiving proof
those cost cuts are in place.  If the court deems the bondholders'
plan unlikely to succeed, it could squash the sale and order
liquidation of AES assets instead.

The report notes property tax relief for AES has been a sore
subject for folks in town and around Niagara County.  When the
Niagara County Industrial Development Agency first approved a
Payment in Lieu of Taxes agreement with AES in 2006, to reduce the
plant's local property tax liability by millions of dollars a
year, critics called it "corporate welfare" and unfair to all
other taxpayers.  The Barker School District and the Town of
Somerset sued and got the 12-year PILOT overturned.

According to the report, consent of three affected taxing
jurisdictions -- the county, the town and Barker School District
-- to tax relief for AES Somerset was slow in coming.  A 5-year
PILOT agreement wasn't approved until 2010, and less than a year
later the company was back in front of the jurisdictions appealing
for still more relief, suggesting it was hemorrhaging money and
faced shutdown if it didn't get fixed costs under control.

Fast forward one more year, and the three municipalities have just
blessed a second PILOT amendment that would cut their in-lieu
collections by 40% next year and 60% thereafter through 2015, the
report continues.  For both the school district and the county,
the losses are worth millions of dollars a year, and for the town,
up to $700,000 a year.  The NCIDA board of directors will put the
terms up to a public hearing, and an authorizing vote, next month.

The report relates Town Supervisor Daniel Engert doesn't
anticipate any serious resistance to another break for the plant.
He thinks most people have come to realize that the plant's
existence -- and 115 jobs -- depend on it.

The report notes the Somerset plant's market value -- on which
property taxes would be based in the absence of a PILOT agreement
-- has plunged in the past few years.  A decade ago, the state
Office of Real Property Services advised its value exceeded $600
million.  In 2010, the year AES finally landed PILOT benefits, it
agreed to listing at $482.5 million.  By 2011, ORPS advised, its
value had decreased to $280 million -- and that was before AES
Eastern declared bankruptcy.

The report also notes when the Somerset and Cayuga plants were put
up for auction last month, the bondholders suggested their value
was $262 million -- for both. The auction brought no bidders.

The bondholders could have elected to liquidate the Somerset plant
themselves, to stanch their financial losses. Instead, local
officials said, they're proposing to prop it up in the belief it
can be profitable again.

The report also relates the NCIDA board of directors formally
accepted AES Eastern/Somerset Cayuga Holding Co. Inc.'s
application for PILOT modification on Wednesday.  Because terms
deviate from the standard 15-year industrial agreement, it's
subject to 30 days of public review before the board can vote on
it.  A public hearing will be held at 4 p.m. May 22 at Somerset
Town Hall.

The report notes that, according to NCIDA board Chairman Henry
Sloma, the proposed amended PILOT retains "safety valve" language
directing that, in the event the Somerset plant starts selling
electricity for the same price it was getting in early 2010, when
the original PILOT was struck, the original in-lieu payment
schedule will kick in again. The 2010 agreement had AES paying
municipalities a combined $15.8 million a year through 2015.

                       About AES Eastern

Ithaca, New York-based AES Eastern Energy, L.P., either directly
or indirectly, control six coal-fired electric generating plants
located in New York State.  Currently, the Debtors actively
operate two of the six power plants and sell the electricity
generated by those plants into the New York wholesale power market
to utilities and other intermediaries under short-term agreements
or directly in the spot market.

AES Eastern Energy and 13 affiliates filed for Chapter 11
bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on
Dec. 30, 2011.  Lawyers at Weil, Gotshal & Manges LLP and
Richards, Layton & Finger, P.A., are legal counsel to AES Eastern
Energy and affiliates.  Barclays Capital is serving as investment
banker and financial advisor.  Kurtzman Carson Consultants is the
claims and noticing agent.  AES Eastern Energy estimated
$100 million to $500 million in assets and $500 million to
$1 billion in debts.  The petition was signed by Peter Norgeot,
general manager.

Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq.,
Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby
& Geddes, P.A., serve as counsel to the Creditors Committee.  FTI
Consulting Inc. is the financial advisor.

AES Eastern Energy prevailed over opposition and obtained
authorization to hold a March 26 auction for the two operating
power plants.  Under a deal reached prepetition, the Debtor would
turn the two operating facilities over to debt holders in exchange
for debt, absent higher and better offers.


AMERICAN AIRLINES: To Eliminate 1,200 Non-Union Jobs
----------------------------------------------------
American Airlines wants to cut 1,200 non-union jobs, bringing its
overall job-cut target close to 14,200, www.NBCDFW.com reported.

The report said the airline wants to outsource the jobs of all
airport skycaps and cargo agents, cancel a planned lump sum
payment that was due for non-union workers next year, freeze
their pension plan, cut vacation and paid holidays, and reduce
benefits.

In a note posted in its restructuring Web site, AMR said its
restructuring goal with the agent, representative and planner
group aligns with its overall employee strategy -- to achieve the
necessary financial savings by implementing sustainable,
structural changes that will position the carrier to compete and
win.

The carrier expects to save $95 million from those proposed
changes, which would match American's 20% cost-cutting targets
for all other labor groups, the report disclosed.

The carrier also plans to close a reservation call center in
Tucson, Arizona and lounges at Washington's Dulles Airport and
Kansas City International Airport, the report added.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Reports $1.7 Billion 1st Quarter Net Loss
------------------------------------------------------------
AMR Corporation, the parent company of American Airlines Inc.,
released on April 19, 2012, its first quarter results for the
quarter ended March 31, 2012.

                 First Quarter 2012 Results

In first quarter 2012, AMR incurred a net loss of $1.7 billion
compared to a net loss of $436 million in the same period of
2011.  Excluding reorganization and special items, the net loss
was $248 million compared to the net loss of $405 million for
first quarter 2011.

AMR recorded first quarter 2012 consolidated revenues of
approximately $6.0 billion, an increase of 9.1 percent year-over-
year.  Consolidated passenger revenue per available seat mile
(unit revenue) grew 10.3 percent compared to the first quarter
2011, and mainline passenger unit revenue increased 10.0 percent.

  * Consolidated passenger yield, which represents the average
    fares paid, increased 7.4 percent year-over-year in first
    quarter 2012, and mainline passenger yield increased 7.3
    percent.

  * Mainline capacity, or total available seat miles, in first
    quarter 2012 increased 0.2 percent compared to the same
    period in 2011.

  * American's mainline load factor, or the percentage of total
    seats filled, was 79.0 percent during first quarter 2012,
    compared to 77.1 percent in first quarter 2011.

The Company's revenue performance was driven by significant
demand and a positive pricing environment that resulted in higher
load factors and better yields.  Domestic unit revenues increased
across all five of the Company's hubs.  International performance
was improved across all regions, with unit revenue in the
Atlantic entity increasing by 9.7 percent in first quarter 2012
versus the same period last year, as American continues to
capitalize on its joint trans-Atlantic business with British
Airways and Iberia by offering an expanded network to its
business customers.  Latin America, the Company's largest
international entity, posted a unit revenue increase of 10.8
percent in first quarter 2012 driven by yield improvements in
Mexico, Central and South America.

AMR's consolidated operating expenses, excluding special items,
were $6.1 billion, 6.6 percent above the same period last year.
Consolidated unit costs increased 0.9 percent year-over-year,
excluding fuel costs, which includes benefits the Company
realized from improved operating performance due, in part, to
mild weather in the quarter and restructuring related cost
savings from renegotiated aircraft leases and approval of the
Company's motions to reject certain facility agreements and other
obligations.

                  Reorganization Expenses

  * The Company's first quarter results include approximately
    $1.4 billion in reorganization items resulting from the
    voluntary filing by the Company and certain of its direct
    and indirect U.S. subsidiaries of petitions for
    reorganization under Chapter 11 of the U.S. Bankruptcy Code
    on November 29, 2011.

  * Of the reorganization items, approximately $1.0 billion is
    related to the Company's aircraft financing renegotiations
    and rejections, which includes the modification of 158
    aircraft leases; as well as the rejection of eight leases
    relating to seven Boeing 757-200 aircraft, one McDonnell
    Douglas MD-80 aircraft, and eight spare engines.  The
    Company also rejected one Airbus A300-600R aircraft that was
    subject to a mortgage.

  * $340 million is attributable to the Company's motion to
    reject facility agreements supporting special facility
    revenue bonds at Dallas/Fort Worth International Airport and
    Fort Worth Alliance Airport.

  * 45 million is related to an accrual for professional fees.

                       Fuel Impact

Taking into account the impact of fuel hedging, AMR paid
approximately $3.24 per gallon for jet fuel in first quarter 2012
versus approximately $2.76 per gallon in first quarter 2011, a
17.6 percent increase.  As a result, the Company paid $325
million more for fuel in first quarter 2012 than it would have
paid at prevailing prices from the prior-year period.

                      Cash Position

AMR ended the first quarter with approximately $5.6 billion in
cash and short-term investments, including a restricted cash
balance of $771 million and approximately $9 million of
collateral relating to fuel hedging transactions, compared to a
balance of approximately $6.3 billion in cash and short-term
investments, including a restricted cash balance of $455 million
and approximately $390 million of collateral relating to fuel
hedging transactions, at the end of first quarter 2011.

As of November 30, 2011, the Company had approximately $4.8
billion in cash and short-term investments, including a
restricted cash balance of $693 million.

                    About American Airlines

American Airlines, American Eagle and the AmericanConnection(R)
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft. American's
award-winning website, AA.com(R), provides users with easy access
to check and book fares, plus personalized news, information and
travel offers. American Airlines is a founding member of the
oneworld(R) alliance, which brings together some of the best and
biggest names in the airline business, enabling them to offer
their customers more services and benefits than any airline can
provide on its own.  Together, its members and members-elect
serve more than 900 destinations with more than 10,000 daily
flights to 149 countries and territories.  American Airlines,
Inc. and American Eagle Airlines, Inc. are subsidiaries of AMR
Corporation. AmericanAirlines, American Eagle, AmericanConnection,
AA.com, and AAdvantage are trademarks of American Airlines, Inc.
AMR Corporation common stock trades under the symbol "AAMRQ" on
the OTCQB marketplace, operated by the OTC Markets Group.

AMR Corporation and certain of its United States-based
subsidiaries, including American Airlines, Inc. and AMR Eagle
Holding Corporation, filed voluntary petitions on Nov. 29, 2011
for Chapter 11 reorganization in the U.S. Bankruptcy Court for
the Southern District of New York.  More information about the
Chapter 11 filing is available on the Internet at
http://aa.com/restructuring

AMR filed with the U.S. Securities and Exchange Commission the
quarterly report on Form 10-Q for the quarter ended March 31,
2012, summarizing the Company's business and financial results
for the first quarter, on a consolidated basis.  A full-text copy
of the Form 10-Q is accessible for free at http://is.gd/fnXlMo

                       American Airlines, Inc.
               Condensed Consolidated Balance Sheet
                       At March 31, 2012
                         (In Millions)

Current Assets:
Cash                                                     $371
Short-term investments                                  4,439
Restricted cash and short-term investments                771
Receivables, less allowance for uncollectible
accounts                                                1,038
Inventories, less allowance for obsolescence              587
Fuel derivative contracts                                 124
Other current assets                                      389
                                                      --------
Total current assets                                     7,719
                                                      --------
Equipment and property
    Flight equipment, at cost                           10,672
    Less accumulated depreciation                        2,096
    Purchase deposits for flight equipment                 682
                                                      --------
                                                        13,450

Equipment and property under capital leases
   Flight equipment                                        253
   Other equipment and property                             69
                                                      --------
                                                           322
International slots and route authorities                 708
Domestic slots and airport operating and gate lease
rights, less accumulated amortization                     179
Other assets                                            1,884
                                                      --------
TOTAL ASSETS                                           $24,262
                                                      ========

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable                                       $1,306
Accrued liabilities                                     1,608
Air traffic liability                                   4,848
Payable to affiliates                                   2,681
Current maturities of long-term debt                    1,593
Current obligations under capital leases                   66
                                                      --------
Total current liabilities                               12,102

Long-term debt, less current maturities                  6,603
Obligations under capital leases, less current
obligations                                               316
Pension and postretirement benefits                         77
Other liabilities, deferred credits & deferred credits   1,684
Liabilities subject to compromise                       14,109

Stockholders' equity:
Common stock                                                -
Additional paid-in capital                              4,459
Accumulated other comprehensive loss                   (3,995)
Accumulated deficit                                   (11,093)
                                                      --------
                                                       (10,629)
                                                      --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $24,262
                                                      ========

                   American Airlines, Inc.
          Consolidated Statement of Consolidated Operations
                Three Months Ended March 31, 2012
                          (In Millions)

Operating revenues:
Passenger - American Airlines                          $4,557
Passenger - Regional Affiliates                           670
Cargo                                                     168
Other revenues                                            636
                                                      --------
Total Operating Revenues                                 6,031

Operating expenses:
Aircraft fuel                                           2,166
Wages, salaries and benefits                            1,616
Regional payments to AMR Eagle                            285
Other rentals and landing fees                            324
Maintenance, materials and repairs                        279
Commissions, booking fees and credit card expense         266
Depreciation and amortization                             256
Aircraft rentals                                          143
Food service                                              124
Special charges                                            11
Other operating expenses                                  662
                                                      --------
Total Operating Expenses                                 6,132
                                                      --------
Operating Income (Loss)                                   (101)

Other Income (Expense)
Interest income                                             6
Interest expense                                         (178)
Interest capitalized                                       12
Related party                                              (3)
Miscellaneous - net                                       (10)
                                                      --------
                                                          (173)

Earnings before reorganization items, net                 (274)
Reorganization items                                   (1,402)

Income (Loss) Before Income Taxes                       (1,676)
Income tax (benefit)                                        -
                                                      --------
NET INCOME (LOSS)                                      ($1,676)
                                                      ========

                     American Airlines, Inc.
            Condensed Consolidated Statement of Cash Flows
                   Three Months Ended March 31, 2012
                           (In Millions)

Net cash provided by operating activities               $1,025

Cash flow from investing activities
Capital expenditures, including aircraft lease
Deposits                                                ($236)
Net (increase) decrease in short-term investments         (726)
Net (increase) decrease in restricted cash and
short-term investments                                    (33)
Proceeds from sale of equipment and property                15
Cash collateral on spare parts financing                     -
                                                      --------
Net cash provided by (used in) investing activities       (980)
                                                      --------

Cash flows from financing activities:
Payments on long-term debt and capital lease
obligations                                              (314)
Proceeds from:
Issuance of long-term debt                                  -
Sale leaseback transactions                               324
Funds transferred from affiliates, net                      36
                                                      --------
Net cash provided by (used in) financing activities         46
                                                      --------
Net increase (decrease) in cash                             91
                                                      --------
Cash at beginning of period                                280
                                                      --------
Cash and cash equivalents at end of period                $371
                                                      ========

                   AMR CEO's Letter to Employees

Thomas W. Horton, chairman and chief executive officer of AMR
Corporation and American Airlines, Inc., sent a letter to
employees on April 19, 2012, regarding the first quarter 2012
results.

Dear American Team

It is now almost five months since we began our journey to
create a new American built for profitability, growth and
industry leadership.  We have made much progress on the
restructuring, but most importantly, we have been running a
very good operation focused on our customers, and for that I
thank all of you.

We announced our first quarter results, a net loss of $248
million, excluding special and restructuring items, compared to
a loss of $405 million last year.  While the continuing loss
underscores the need for us to move quickly to complete our
restructuring, I am encouraged by the improvement.  This is
especially true given the 17.6 percent increase in fuel price,
costing us an additional $325 million versus last year.

I am particularly encouraged by our revenue improvement, which
outpaced the industry average.  Our consolidated unit revenue
increased by 10.3 percent, with increases across all five of
our hubs and across all international regions as we continue to
capitalize on our network and partnerships.  Our network
strategy to focus on the key business markets is paying
dividends and, notably, we are seeing increasing positive
momentum from our Atlantic joint business with British Airways
and Iberia.  Also, our Latin America business is thriving, as
we capitalize on our franchise and the economic growth in that
region, which we serve better than any other carrier from our
gateways in Miami, DFW and New York.  Expanding this business
and building on our strengths are an integral part of our
future plans, and we will add Manaus, our seventh destination
in Brazil, this summer.

Our operating performance has been the best in many years, in
part benefitting from unusually good weather in the US in the
first quarter.  But American's performance has been truly
exceptional.  Our on time performance for this period was the
best in 10 years.  Our maintenance delays and cancellations
were the best in five years.  Our baggage performance was our
best on record, an improvement of roughly 30 percent over last
year.  Our customer survey data for the first quarter indicate
that our customers' onboard and airport experience -- across
all cabins --- was rated the highest in 18 months.  And our
rankings on most measures show steady improvement on our way
back to industry leadership.  Any way you look at it, it's
clear the people of American are standing tall and doing a
great job for our customers.

Of course, Mother Nature was less kind in April, with heavy
storms, tornados and hail around the DFW area.  Our operations
were severely affected, causing the cancellation of hundreds of
flights and damaging 80 American and American Eagle aircraft.
Again, our team rose to the occasion and with extraordinary
efforts had our operation back to full strength within just
five days. I would like to recognize all of our people and, in
particular, our maintenance and engineering colleagues deserve
special thanks for doing heroic work to get our planes back in
the air.

Results like these demonstrate once again that we have the best
team in the business. You all continue to deliver for customers
while our restructuring continues to progress.  We've made
great strides on restructuring our balance sheet and aircraft
leases, rationalizing the fleet and facilities, improving
supplier contracts and streamlining the management structure,
starting at the top.  All of these steps taken together will
improve our efficiency and productivity and reduce our costs by
hundreds of millions of dollars as part of the plan to make
American profitable and successful again.

As you know, the next phase of the process is to achieve labor
contracts consistent with a successful company.  In the coming
weeks, we will be involved in a court supervised process known
as the Section 1113 process, which has been a common feature in
other successful airline restructurings.  The court proceedings
will begin next week with a decision from the Judge expected by
early June.  While we follow this process, of course, the
ultimate objective will be to achieve consensually negotiated
new contracts, and company and union negotiators will be
encouraged to this end.  At the same time, we will continue to
work through the required changes for all management and other
independent workgroups.

As you know, there continues to be much takeover speculation in
the press fueled by those who seek to serve their own agendas,
including the circulation of misleading information.  I expect
this to continue and to escalate.  Naturally, there are many
who do not want American to succeed. Surprisingly, our
competitors have even been encouraged by a few within our own
ranks.  I believe the best way for us to achieve the best
outcome for our company, our people and our stakeholders is to
proceed quickly with our restructuring to create a successful,
growing and profitable company.  Again, I encourage you to stay
very well informed and engaged as we proceed.

Thanks for all you do every day.  I believe, more than ever, we
are well along on our path to returning American to its
rightful place of industry leadership.

Sincerely,

Tom Horton

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Dewey & LeBoeuf Okayed for GDS Litigation
------------------------------------------------------------
Judge Sean Lane authorized AMR Corp. and its affiliates to employ
Dewey & LeBoeuf LLP as their special litigation counsel, nunc pro
tunc to the Petition Date.

As reported in the April 10, 2012 edition of the TCR, in January
2011, American Airlines, Inc., filed a lawsuit against Sabre Inc.,
Sabre Holdings Corp., and Sabre Travel International, Ltd. d/b/a
Sabre Travel Network in the District Court of the 67th Judicial
District in Tarrant County, Texas.  In April 2011, American
Airlines also filed an antitrust lawsuit against Travelport
Limited and Travelport, L.P., Orbitz Worldwide LLC and Sabre in
the U.S. District Court for the Northern District of Texas.  The
Federal Action and State Action are collectively referred to as
the GDS Litigation.

Dewey & LeBoeuf has served as counsel for American Airlines on
the GDS Litigation since the commencement of the State and
Federal Actions.  Dewey and LeBoeuf also represents the Debtors
in various prepetition litigation matters unrelated to these
chapter 11 cases and regularly provides antitrust counseling on
matters unrelated to these chapter 11 cases.

Dewey & LeBoeuf was authorized to continue representing the
Debtors on American Matters under the OCP Order. In addition to
rendering services on Litigation Matters and Antitrust Matters,
Dewey & LeBoeuf attorneys have been actively involved in trial
preparation for the State Action and representation in the
Federal Action, which involves several million pages of discovery
and potentially taking and defending more than 90 depositions.
As a result, Dewey & LeBoeuf's postpetition fees and expenses
relating to American Matters have exceeded the $50,000 monthly
cap under the OCP Order.  Thus, the Debtors seek to employ Dewey
& LeBoeuf as special counsel under Section 327(e) of the
Bankruptcy Code.

Randall J. White, Esq., associate general counsel of AMR Corp.,
states that if the Debtors were required to retain counsel other
than Dewey & LeBoeuf, the Debtors, their estates, and all parties-
in-interest would be severely prejudiced, as the Debtors would
lose Dewey & LeBoeuf's invaluable experience and expertise on
Antitrust Matters, the State Action, the Federal Action, and
Litigation Matters.

In connection with the GDS Litigation, the Debtors have submitted
separate applications to retain Yetter Coleman LLP and Harris,
Finley & Bogle, P.C.  To avoid duplication of services, Weil,
Gotshal & Manges LLP and Yetter Coleman serve as trial counsel
and Harris Finley serves as local counsel, Mr. White says.

The Debtors will pay Dewey & LeBoeuf's professionals according to
their customary hourly rates.  The firm's customary hourly rates
are $995 to $800 for partners and counsel, $760 to $395 for
associates, and $275 to $210 for paraprofessionals.  Dewey &
LeBoeuf also intends to seek reimbursement for expenses incurred.

Mary Jean Moltenbrey, Esq., at Dewey & LeBoeuf LLP, in
Washington, D.C. -- mmoltenbrey@dl.com -- discloses that her firm
currently represents and represented certain parties in matters
unrelated to the Debtors' Chapter 11 cases.  A list of the
clients is available for free at:

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

Mr. Molternbrey also discloses that Dewey & LeBoeuf also currently
represents Law Debenture Trust Company of New York, Infosys, and
U.S. Bank National Association, in matters unrelated to the firm's
engagement.

Dewey & LeBoeuf is owed by the Debtors $564,341 for services
provided and expenses incurred between Aug. 1, 2011, and the
Petition Date, Ms. Moltenbrey discloses.

Notwithstanding those disclosures, Ms. Moltenbrey maintains that
Dewey & LeBoeuf is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Wins OK for HFB as Local Counsel for GDS Case
----------------------------------------------------------------
AMR Corp. and its affiliates sought and obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Harris, Finley & Bogle, P.C., as their special litigation
counsel in connection with the so-called GDS Litigation, nunc pro
tunc to the Petition Date.

In January 2011, American Airlines, Inc., filed a lawsuit against
Sabre Inc., Sabre Holdings Corp., and Sabre Travel International,
Ltd. d/b/a Sabre Travel Network in the District Court of the 67th
Judicial District in Tarrant County, Texas.  In April 2011,
American Airlines also filed an antitrust lawsuit against
Travelport Limited and Travelport, L.P., Orbitz Worldwide LLC and
Sabre in the U.S. District Court for the Northern District of
Texas.  The Federal Action and State Action are collectively
referred to as the GDS Litigation.

Harris Finley has served as local counsel for American Airlines
on the GDS Litigation since the commencement of the State and
Federal Actions and, as such, has been involved in all aspects of
the litigation.  Harris Finley was authorized to continue
representing American Airlines in the GDS Litigation under the
OCP Order.

Harris Finley has been actively involved in trial preparation for
the State Action and representation in the Federal Action.  As a
result, Harris Finley's postpetition fees and expenses in
connection with the GDS Litigation have exceeded the $50,000
monthly cap under the OCP Order.  The Debtors also anticipate
that Harris Finley's fees will continue to exceed the cap under
the OCP Order as the trial in the State Action approaches. Thus,
the Debtors seek to retain Harris Finley as special counsel in
connection with the GDS Litigation under Section 327(e) of the
Bankruptcy Code.

The Debtors will pay Harris Finley according to its professionals'
customary hourly rates.  The specific customary hourly rates of
the firm's professionals are $265 to $400 for shareholders, $225
to $265 for associates, and $120 to $125 for paraprofessionals.
Harris Finley will also seek reimbursement for reasonable expenses
incurred.

Bill F. Bogle, Esq., a shareholder at Harris, Finley & Bogle,
P.C., in Fort Worth, Texas -- bbogle@HarrisFinleylaw.com --
discloses that his firm performed legal services for various
parties-in-interest in matters wholly unrelated to the GDS
Litigation and the Debtors' Chapter 11 cases.  A copy of the
disclosure is available for free at:

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

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

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: S&P's D-Rating Unaffected by USAir Labor Pacts
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on US Airways Group Inc. (B-/Stable/--) and AMR Corp.
(D/--) are not changed by US Airways' April 20, 2012, 8-K filing
disclosing that it has signed agreements with American Airlines
Inc.'s (AMR's major operating subsidiary, also rated D/--) three
main unions.  The agreement would govern collective bargaining
agreements if the airlines were to merge. The agreement is only
the first step in a potentially lengthy merger process, which
would also need approval by AMR's creditors, management, and
board.

AMR filed for bankruptcy protection on Nov. 29, 2011; under
current bankruptcy law, the judge can grant the company the
exclusive right to propose a reorganization plan for up to 18
months.  In addition, AMR's management has indicated its desire
to remain independent, having developed a stand-alone business
plan that it projects will result in $2 billion of cost savings
and $1 billion of incremental revenue by 2016.

US Airways has unsuccessfully attempted to merge with other
airlines in the past and has yet to combine its labor unions from
its merger with America West Airlines in 2005.  "Therefore, we
believe adding a third group of employees to any combined entity
likely would encounter problems.  We will monitor the situation
and take any necessary rating actions if and as a merger becomes
more likely or more imminent.  However, at this time, it is not
clear if we would rate the combined airline higher than 'B-', our
current US Airways rating," S&P said.


API TECHNOLOGIES: Moody's Lowers CFR to 'B3'; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) of API Technologies
Corp. (API) to B3 from B2, concluding the review for possible
downgrade that was initiated on December 22, 2011. Concurrently,
the company's speculative grade liquidity rating was raised to
SGL-3 from SGL-4 in recognition of a March 22nd credit facility
amendment that provided greater financial covenant headroom. The
rating outlook is negative.

Ratings are:

CFR, to B3 from B2

PDR, to B3 from B2

$15 million revolver due 2014, to B3 LGD3, 49% from B2 LGD3, 49%

$186 million term loan due 2016, to B3 LGD3, 49% from B2 LGD3, 49%

Speculative grade liquidity, to SGL-3 from SGL-4

Outlook, Negative.

Ratings Rationale

The downgrade of API's ratings reflects the loss of volumes under
a significant contract, one that was expected to represent
approximately 20% of 2011 pro forma revenues, to provide
electronics components for U.S. Army vehicles. In the face of this
volume shortfall versus expectation, the company took on an
additional $16 million of bank debt and $26 million of PIK
subordinate debt to fund the March 2012 acquisition of C-MAC
Aerospace Limited. Moreover, potential cuts in military spending
could constrain future revenue levels. As a result, API's credit
metrics will be considerably below Moody's earlier expectations.

Despite these sources of stress, API is making progress in
implementing its restructuring initiatives. Working capital
requirements resulted in a modestly negative free cash flow over
the nine months ended February 29, 2012. However, the ongoing
restructuring program should support positive free cash flow for
2012. In addition, the company has been able to generate an EBITA
to interest ratio of 1.7x for the three months ended February 29,
2012. Moody's also expects that the PIK sub note will convert to
preferred equity in May 2012 and will thereafter receive 25%
equity treatment on a Moody's adjusted basis.

The B3 CFR reflects that for the three months ended February 28,
2012 some progress toward margin gains from API's ongoing
restructuring initiative became evident. The rating assumes that
further progress toward expanded operating margins will be
realized over 2012. Since the cash flow deficit incurred since May
2011 has been less than $5 million, with better margins -- and
with better working capital management as company's seasonal low
winter period passes -- some free cash flow should be possible.

The rating outlook is negative. The degree of earnings growth
ahead may be limited because the demand environment for defense
contractors is weakening with U.S. fiscal pressures. Information
management needs of combat systems bodes well for manufacturers of
electronics components/subsystems over the long-term but the pace
of orders and upgrades may be choppy in coming years, especially
as operational tempo ebbs with the U.S. troop pull-out from
Afghanistan. The company's plan to acquire and consolidate
numerous, small electronics component makers could be ill-timed.
Without better operating profit and cash flows, the credit profile
could deteriorate and be exposed to risk of downgrade.

The speculative grade liquidity rating has been raised to SGL-3
from SGL-4. Recently amended financial ratio tests of the
company's first lien credit facility should support revolver
access through 2012. The company held $15 million of cash on
February 28th and Moody's estimates that the level did not decline
with the C-MAC acquisition. The revolver is small for the
company's size but utilization has been minimal.

The rating would be downgraded with a weakening liquidity profile
or low free cash flow generation. Rating outlook stabilization
would depend on expectation of EBIT to interest sustained above 1x
and a free cash flow to debt sustained above 5%. A higher rating
would depend on a meaningful degree of internal revenue growth and
margin expansion such that debt to EBITDA on a Moody's adjusted
basis would be less than 4.5x, with expectation of free cash flow
to debt of 10%.

The principal methodology used in rating API Technologies, Inc.
was the Global Aerospace and Defense Industry Methodology
published in June 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.

API Technologies, Inc. designs, develops and manufactures
electronic components for military and aerospace applications,
including mission critical information systems and technologies.
Over the nine months ended February 28, 2012 the company had
revenues of $215 million.


ARCAPITA BANK: Has Final Okay to Employ GCG as Claims Agent
-----------------------------------------------------------
On April 19, 2012, the U.S. Bankruptcy Court for the Southern
District of New York entered final orders authorizing Arcapita
Bank B.S.C., et al., to employ GCG, Inc., as the Debtors' (i)
claims and noticing agent, and (ii) administrative agent.  Both
engagements are effective as of the petition date.

The Debtors are authorized to compensate GCG, as the Debtors'
claims and noticing agent, in accordance with the terms of the
Engagement Agreement upon the receipt of reasonably detailed
invoices setting forth the services provided by GCG and the rates
charged for each, and to reimburse GCG for all reasonable and
necessary expenses it may incur, upon the presentation of
appropriate documentation, without the need for GCG to file fee
applications or otherwise seek Court approval for the compensation
of its services and reimbursement of its expenses.

As the Debtors' administrative agent, GCG's fees and expenses
incurred pursuant to the Engagement Agreement are to be treated as
an administrative expense of the Chapter 11 estates.

As reported in the TCR on April 11, 2012, as claims and noticing
agent, GCG, Inc., is expected to, among other things:

   i) distribute required notices to parties in interest;

  ii) receive, maintain, docket and otherwise administer the
      proofs of claim filed in the Chapter 11 cases; and

iii) provide such other administrative services -- as required
      by the Debtors -- that would fall within the purview of
      services to be provided by the Clerk's Office.

GCG, Inc, as administrative agent, is expected to, among other
things:

   i) assist with the preparation and filing of the Debtors'
      schedules of assets and liabilities and statements of
      financial affairs;

  ii) generate and provide claim reports and claim objection
      exhibits, as requested by the Debtors and their
      professionals; and

iii) manage the preparation, compilation, and mailing of
      documents to creditors and other parties in interest in
      connection with the solicitation of a chapter 11 plan.

                        About Arcapita Bank

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

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

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

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

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

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

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


ARCAPITA BANK: Has Until May 3 to File Schedules and Statements
---------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York extended until May 3, 2012, Arcapita
Bank B.S.C.(c), et al.'s time to file their schedules of assets
and liabilities and statements of financial affairs.

                      About Arcapita Bank

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

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

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

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

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

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

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed seven
persons to the Official Committee of Unsecured Creditors in the
Debtors' cases.


ARCAPITA BANK: Wants Until June 21 to File Liability Schedules
--------------------------------------------------------------
Arcapita Bank B.S.C., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York to grant an additional 45 day
extension, or until June 21, 2012, to file the Items 3 and 23 of
the Debtors' statement of financial affairs (regarding payments to
creditors and withdrawals from a partnership or distributions by a
corporation) ("SOFA 3 and 23") as well as the Schedules D, E and F
(collectively, the "Liability Schedules" and together with SOFA 3
and 23, the "Subject Schedules and Statements"), and an additional
14 day extension, or until May 21, 2012, to file the remainder of
the schedules and statements of financial affairs.

The Debtors tell the Court that as a global manager of Shari'ah-
compliant alternative investments and an investment bank, the
Debtors maintain assets and contracts throughout the world.
Production of financial statements requires analysis of a
tremendous amount of information maintained by or relating to the
Debtors' foreign affiliates and third parties.  To prepare their
Schedules and Statements, the Debtors must compile information
from books, records, documents, and electronic databases relating
to thousands of claims, assets, and contracts.

In addition, the Debtors' professionals anticipate that they will
need additional time to continue consideration of nuanced legal
issues that are presented by the Debtors' financial statements,
operational procedures, and organizational structure, in
particular, payments and distributions to and from insiders and
other affiliates.  In light of the size and complexity of the
Debtors' business, substantial effort will be required to complete
the Schedules and Statements within the time limits proposed in
the motion.

This motion is set for hearing on May 7, 2012, at 11:00 a.m.  The
objection deadline is April 30, 2012, at noon.

                        About Arcapita Bank

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

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

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

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

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

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

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


ARCAPITA BANK: Commerzbank Wants Stay Relief to Allow Claim Notice
------------------------------------------------------------------
Commerzbank Aktiengesellschaft asks the U.S. Bankruptcy Court for
the Southern District of New York to grant it limited relief from
the automatic stay to allow delivery of a claim notice to Arcapita
Bank B.S.C. with respect to a Guarantee made by Arcapita in
support of deferred payment obligations of PVC Lux (one of
Arcapita's indirect subsidiaries) as Purchaser under a Murabaha
Facility Agreement dated as of May 16, 2008.  Commerzbank says the
relief will allow Commerzbank to perfect, crystallize and
otherwise preserve its claim under the Laws of Bahrain which
govern the Guarantee.

This would also avoid the unjust result that Arcapita could use
the imposition of the automatic stay as a basis to challenge the
validity of Commerzbank's claims under the Guarantee, according to
Commerzbank.

Pursuant to the Murabaha Facility, Commerzbank made available to
PVC Lux a Shariah compliant revolving funding facility in a
principal amount of EUR125,000,000.  According to Commerzbank,
events of default under the Murabaha Facility have occurred and
are continuing since no later than March 12, 2012.  Commerzbank,
on March 12, delivered to PVC Lux a Notice of Acceleration and
Termination.

Commerzbank tells the Court that the maximum amount payable by
Arcapital under the Guarantee is EUR125,000,000.

A copy of the motion is available for free at:

http://bankrupt.com/misc/arcapita.commerzbankstayreliefmotion.pdf

                        About Arcapita Bank

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

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

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

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

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

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

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


ARRHYTHMIA RESEARCH: Receives NYSE Amex Non-Compliance Notice
-------------------------------------------------------------
Arrhythmia Research Technology, Inc. received notice from the NYSE
Amex LLC that it is not in compliance with certain of the
Exchange's continued listing standards as set forth in Sections
134 and 1101 of the Exchange's Company Guide (the "Company Guide")
as a result of the failure to file its annual report on Form 10-K
on a timely basis.  The Company has therefore become subject to
the procedures and requirements of Section 1009 of the Company
Guide. Such procedures require the Company to communicate with the
Exchange by April 23, 2012 to confirm receipt of the letter and
indicate whether or not it intends to submit a plan of compliance.
The Company intends to submit a plan of compliance to the Exchange
by May 1, 2012 in accordance with the notice advising the Exchange
of action it has taken or intends to take that will bring the
Company into compliance with Sections 134 and 1101 of the Company
Guide by no later than July 16, 2012.  If the plan is accepted but
the Company is not in compliance with the continued listing
standards of the Company Guide by July 16, 2012 or if the Company
is not making progress consistent with the plan, the Company may
be subject to delisting procedures.

                    About Arrhythmia Research

Arrhythmia Research Technology, Inc. through its wholly-owned
subsidiary, Micron Products, Inc., manufactures silver plated and
non-silver plated conductive resin sensors and distributes metal
snaps used in the manufacture of disposable ECG, EEG, EMS and TENS
electrodes.  Micron's MIT division provides end-to-end product
life cycle management through a comprehensive portfolio of value-
added services such as design, engineering, prototyping,
manufacturing, machining, assembly and packaging. MIT manufactures
custom injection molded products for medical, electronic,
industrial and consumer applications, and provides high end mold
design, manufacturing and precision machining for various
industries.  The Company's wholly-owned subsidiary, RMDDxUSA Corp.
and its Canadian subsidiary, RMDDx Corporation, is a development
stage organization dedicated to the development and
commercialization of medical devices and services, medical
information technology, medical diagnostics and remote patient
monitoring through wireless, Internet and telecommunication
technologies.  The Company's products also include a customizable
proprietary signal-averaging electrocardiography (SAECG) software
used in the detection of potentially lethal heart arrhythmias that
is reconfigurable for a variety of hardware platforms.


ARROWHEAD GENERAL: S&P Withdraws 'B-' Counterparty Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its 'B-' long-
term counterparty credit rating on Arrowhead General Insurance
Agency Inc. "We also withdrew our 'B-' bank loan and '3' recovery
ratings on Arrowhead's first-lien facilities, and 'CCC' bank loan
and '6' recovery ratings on its second-lien facility," S&P said.

"We withdrew our ratings on Arrowhead following the completion of
its acquisition by Brown & Brown Inc. on Jan. 9, 2012," said
Standard & Poor's credit analyst Ying Chan. "At closing, Brown &
Brown retired all of Arrowhead's bank debt of $156.4 million as of
Sep. 31, 2011. There is currently no debt outstanding at
Arrowhead's level and we do not expect the company to take on
additional debt."


ASBURY AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its corporate credit
rating on Duluth, Ga.-based Asbury Automotive Group Inc. to 'BB-'
from 'B+'. The outlook is stable.

"We rate Asbury's 8.375% senior subordinated notes, 3%
subordinated convertible notes, and 7.625% subordinated notes 'B'
(two notches lower than the corporate credit rating) and the
recovery rating on the notes is '6', indicating our expectation
that lenders would receive negligible (0% to 10%) recovery in the
event of a payment default," S&P said.

"Our ratings on Asbury reflect its fair business risk profile
characterized by thin margins and cyclical sales, but also stable
and higher margin service profits, a recession-resistant business
model, and improved EBITDA and cash flow protection measures. The
ratings also reflect Asbury's 'aggressive' financial risk profile
because of its relatively high leverage," S&P said.

"We believe Asbury will continue benefiting from a recovery in
U.S. light vehicles sales, and expand earnings and lower leverage
while it builds out infrastructure to gain benefits of scale in
its core light vehicle retail business," said Standard & Poor's
credit analyst Nancy Messer. "For example, adjusted EBITDA for
2011, by our calculation, rose by about 9% year over year, to $182
million, resulting in lease-adjusted debt (excluding floorplan
liabilities) to EBITDA of 3.8x, a full turn lower than 2010 (from
both higher EBITDA and debt reduction). Asbury's adjusted EBITDA
margin was flat year over year, at 4.2% for 2011, but it generated
free cash flow from operations of $74 million for 2011."

"We believe Asbury can sustain, and possibly improve, its
financial credit measures in the currently favorable climate for
the retailers," added Ms. Messer. "This climate is characterized,
in our opinion, by tight new and used vehicle supply that is
likely to keep vehicle pricing strong and automaker incentives low
in the near term. In addition, consumers have shown renewed
willingness to spend on new or nearly new vehicles despite
continuing high unemployment, and credit availability for auto
purchases appears to be unconstrained."

"Our stable rating outlook on Asbury reflects our belief that its
financial policy and operating expertise will enable it to sustain
its improved credit measures in line with expectations for the
rating. We assume Asbury will pursue a financial policy that will
balance business expansion and shareholder returns with lease-
adjusted leverage of 3x to 4x and funds from operations (FFO) to
total debt of 20%. We believe Asbury can sustain these credit
measures in the year ahead, even if the economy remains lackluster
with weak consumer sentiment and high unemployment because of
recovering sales and proven profits in the service business," S&P
said.

"We could lower the rating if aggressive financial policies lead
to leverage exceeding 4x or FFO to total debt falling well below
20%, and if we believed the company would not report free cash
flow in the year ahead. This could occur if aggressive debt-
financed acquisitions and/or investment in dealer upgrades lead to
higher debt, and if adjusted EBITDA for any 12 months were to drop
to $170 million or lower leading to leverage near 4x. We could
also lower the rating if the slow economic recovery reverses
course, leading to declining revenues in most segments and the
company can't offset the impact with cost controls," S&P said.

"Alternatively, we could raise the rating if we believed Asbury
could sustain existing profitability through cost-side initiatives
even in an industry downturn. For an upgrade, we would look for
sustainable improved credit measures to include lease-adjusted
total debt to EBITDA near 3x, FFO to total debt of 25% or better,
and adjusted debt to total capital of 50% or less. We would not
need to re-evaluate the business or financial risk for a modest
upgrade," S&P said.


BAYSHORE PALMS: Files for Chapter 11 in Tampa
---------------------------------------------
Bayshore Palms Apartments Inc., owner of a 200-unit complex in
Safety Harbor, Florida, filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 12-06009) in Tampa, Florida, on April 20, 2012.

The Debtor filed for Chapter 11 as it was facing foreclose of a
matured mortgage, according to Bill Rochelle, the bankruptcy
columnist for Bloomberg News.

The project, known as Bayshore Palms Apartments, has 12 two-story
buildings on a 9.26-acre plot.  The mortgage, for $4.8 million,
matured in February 2011.

Revenue in 2011 was $1.26 million. The owner is "certain" the
property is worth more than the mortgage.


BICENT HOLDINGS: Files for Chapter 11 With Pre-Arranged Plan
------------------------------------------------------------
Bicent Holdings LLC and 12 of its affiliates sought bankruptcy
protection under Chapter 11 (Bankr. D. Del. Lead Case No.
12-11304) on April 23 with a pre-arranged plan to be filed in
bankruptcy court in less than a week.

"The company engaged in extensive negotiations with the supporting
lenders, which resulted in the debtors successfully negotiating a
pre-arranged plan of reorganization," Christopher Ryan, chief
financial officer of Bicent Holdings, said in a court filing.

The Debtors say they will file the Chapter 11 plan within the
first five business days of the Chapter 11 cases.

Bicent, based in Lafayette, Colorado, owns and operates two
generating facilities: Hardin, a 120-megawatt coal-fired plant
about 40 miles southeast of Billings, Montana, and San Joaquin, a
48-megawatt natural gas-fired facility about 70 miles east of San
Francisco in Lathrop, California, according to court papers.

The Debtors have $383.7 million of outstanding funded debt.  First
lien debt comprises $117.1 million in principal under a Term B
facility, $16.4 million under a revolving credit facility, and
$31.6 million of outstanding letters of credit.  Second lien debt
is $128.5 million plus accrued and unpaid interest.  Additionally,
there is $65.2 million outstanding under a mezzanine credit
agreement.

Barclays Bank Plc is the agent for the first lien lenders while
U.S. Bank NA is agent for the second lien lenders.

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

                       Road to Bankruptcy

Mr. Ryan says that a series of unexpected and unforeseen events
made it impossible for the Debtors to comply with certain
covenants under their prepetition credit agreements.

The decline in value of the collateral securing the prepetition
credit agreements negatively impacted the Debtors' ability to
refinance them.  The price of natural gas has fallen from about
$7 or $8 per mmbtu in June 2007 to under $2 as of April 12, 2012.

Bicent's acquisition of Centennial and CEM was based in large part
on CEM receiving $25 million in incentive and bonus fees in
connection with the completion of a combined cycle power plant
in Hobbs, New Mexico.  However, as a result of arbitration pursued
by Lea Power Partners, CEM estimates that it lost in excess of
$50 million in cash flow.  In connection with the Hobbs
arbitration, CEM and Bicent Power are also involved in litigation
in the Supreme Court of the State of New York with Centennial
Energy Holdings, Inc. and Centennial Energy Resources LLC.

The Debtors defaulted under the financial covenant in the first
lien credit agreement for the period ending Dec. 31, 2011.  The
forbearance agreement expired April 18, 2012.

                        The Chapter 11 Plan

Negotiations with lenders began six months ago.  The parties have
agreed to the terms of a Chapter 11 plan pursuant to a
restructuring support agreement.

The Chapter 11 plan negotiated by the parties contemplates that
allowed administrative claims, fee claims, and priority claims
will be paid in full upon the effective date of the Plan.

Holders of allowed first lien credit facility claims will receive
substantially all of the equity of the post-emergence company.

Holders of second lien debt will receive warrants to obtain equity
so long as the class votes to accept the Plan.

Pursuant to the Restructuring Support Agreement, the Debtors are
required to seek approval of the Disclosure Statement within the
first 555 days of the Chapter 11 cases and obtain confirmation of
the Plan within the first 105 days after the Petition Date.

The Plan also contemplates the potential sale of the non-debtor
brush entities and their assets outside the Chapter 11 cases.
Assets include the Brush 1&3 Plant and the Brush 4D Plat.

A copy of the Restructuring Support Agreement is available for
free at http://bankrupt.com/misc/Bicent_RSA.pdf

                  Professionals Involved in the Case

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP as
bankruptcy counsel; Moelis & Company LLC, as financial advisor,
and Paul, Weiss, Rikfind, Wharton & Garrison LLP as corporate
counsel.

The first lien agent has tapped Milbank, Tweed, Hadley & McCloy
LLP as counsel, and RPA Advisors LLC as financial advisor.

The second lien agent has tapped Wilmer Cutler Pickering Hale and
Dorr LLP as lead counsel.

                         First Day Motions

First day motions filed by the Debtors include requests to obtain
debtor-in-possession financing, use prepetition cash collateral
and pay $320,000 in critical trade vendor claims.

A hearing on the first day motions was held on April 24.  At the
hearing, Bankruptcy Judge Kevin Gross approved the Debtors'
request for joint administration for procedural purposes.  The
judge also approved a request by the Debtors to pay prepetition
taxes, to honor prepetition obligations to insurers, and to employ
Epiq Bankruptcy Solutions LLC as claims and notice agent.


BICENT HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead
Debtor: Bicent Holdings LLC
        2575 Park Lane, Suite 200
        Layfayette, CO 80026

Bankruptcy Case No.: 12-11304

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                            Case No.
        ------                            --------
Bicent R.F. LLC                           12-11305
Bicent Funding LLC                        12-11306
Bicent Power LLC                          12-11307
Colorado Energy Management, LLC           12-11308
CEM Energy Services, Inc.                 12-11309
Colorado Cogen Operators, LLC             12-11310
San Joaquin Cogen, L.L.C.                 12-11311
Rocky Mountain Power, LLC                 12-11312
Hartwell, LLC                             12-11314
Hartwell Power Company                    12-11315
Hartwell Independent Power Partners, LLC  12-11316
Hart County IPP, LLC                      12-11317

Chapter 11 Petition Date: April 23, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

About the Debtors: Bicent, based in Lafayette, Colorado, owns and
                   operates two generating facilities: Hardin, a
                   120-megawatt coal-fired plant about 40 miles
                   southeast of Billings, Montana, and San
                   Joaquin, a 48-megawatt natural gas-fired
                   facility about 70 miles east of San Francisco
                   in Lathrop, California.

Debtors' Counsel: Maris J. Kandestin, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  The Brandywine Building
                  1000 N. West Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  E-mail: bankfilings@ycst.com

                         - and ?

                  Pauline K. Morgan, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  E-mail: bankfilings@ycst.com

Debtors'
Financial
Advisor:          MOELIS & COMPANY

Debtors'
Special Corporate
and Transactions
Counsel:          PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

Debtors'
Claims and
Noticing Agent:   EPIQ BANKRUPTCY SOLUTIONS, LLC

Estimated Assets:

   * Bicent Holdings: $0 to $50,000
   * Bicent Power: $100,000 to $500,000

Estimated Debts:

   * Bicent Holdings: $50,000,001 to $100,000,000
   * Bicent Power: $500,000,000 to $1 billion

On a consolidated-basis, the Debtors have $383.7 million of
outstanding funded debt.  First lien debt comprises $117.1 million
in principal under a Term B facility, $16.4 million under a
revolving credit facility, and $31.6 million of outstanding
letters of credit.  Second lien debt is $128.5 million plus
accrued and unpaid interest.  Additionally, there is $65.2 million
outstanding under a mezzanine credit agreement.

The petitions were signed by Christopher L. Ryan, chief financial
officer.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Mezzanine Credit Agreement,        Loan                $65,514,978
Barclays Capital, Agent
745 7th Avenue, 26th Floor
New York, NY 10019

Lea Power Partners, LLC            Litigation          $22,043,032
200 Clarendon Street, 55th Floor
Boston, MA 02117

Montana Department of Revenue      Energy License         $820,475
P.O. Box 5805                      Tax
Helena, MT 59604

Northwestern Energy                Utility                $109,567

Xcel Energy                        Utility                $100,816

Babcock Power Services, Inc.       Trade                   $85,000

Warren Transport Inc.              Trade                   $79,306

City of Hardin                     Trade/Tax               $79,300

GE International                   Trade                   $58,700

Montana Department of              Trade                   $52,958
Environmental Quality

Standard & Poor's Financial        Trade                   $39,375
Services

RVM, Incorporated                  Trade                   $39,323

State of Mississippi Department    Tax                     $38,197
Of Revenue

Pacific Gas and Electric           Utility                 $31,290

Moody's Investors Service          Trade                   $28,875

Renew Data Corp                    Trade                   $25,389

Steag Energy Servicces LLC         Trade                   $24,900

PSC Industrial, Inc.               Trade                   $24,000

City of Brush                      Utility                 $22,775

City of Lathrop, California        Utility                 $19,903

Wood Group Field Services, Inc.    Trade                   $18,728

National Economic Research         Trade                   $18,434
Associates, Inc.

Petrochem Insulation, Inc.         Trade                   $15,042

Ash Tech Corporation               Trade                   $14,840

Transperfect Document Management,  Trade                   $13,175
Inc.

McHale & Associates, Inc.          Trade                   $13,000

KDG Development & Construction     Trade                   $12,319
Consulting

Delta Air Quality Services, Inc.   Trade                   $12,160

Global Fire & Safety Inc.          Trade                   $11,967

Up Systems, Inc.                   Trade                   $11,953


BICENT POWER: S&P Lowers $480-Mil. Senior Facility Rating to 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
to 'D' from 'CC' on Bicent Power LLC's $480 million first-lien
senior secured credit facility and $130 million second-lien term
loan. "Our recovery rating on the first-lien debt is '4',
indicating our anticipation of average (30% to 50%) recovery. Our
recovery rating on the second-lien debt is '6', indicating our
anticipation of negligible (0% to 10%) recovery. The rating action
follows the waiver of a scheduled payment on March 31, 2012.
Although the project received a debt forbearance with senior
lenders and the project has thus not triggered an event of
default, the missed debt service payment constitutes a distressed
debt exchange under our criteria," S&P said.


BNC FRANCES: Files Schedules of Assets and Liabilities
------------------------------------------------------
BNC Frances Villas, LP, filed with the U.S. Bankruptcy Court for
the Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,000,000
  B. Personal Property               $72,048
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,600,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $692,375
                                 -----------      -----------
        TOTAL                    $11,072,048       $9,292,375

A full text copy of the company's schedules of assets and
liabilities is available free at:

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

                        About BNC Frances

BNC Frances Villas, L.P., filed a bare-bones Chapter 11 petition
(Barnk. N.D. Tex. Case No. 12-32154) in its home-town in Dallas on
April 2, 2012, to halt a foreclosure sale of its property.  BNC
owns and operates the Frances Way Villas Apartments in Richardson,
Texas.  BNC, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101 (51B).

Judge Barbara J. Houser presides over the case.  Eric A. Liepins,
P.C., serves as the Debtor's counsel.


BRICOLAGE CAPITAL: Ernst & Young Settles Tax Shelter Case
---------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that Ernst & Young LLP
settled a lawsuit alleging it gave bad tax shelter advice to asset
manager Bricolage Capital LLC, part of a larger scandal that
bankrupted Bricolage and entangled attorneys and other individuals
in criminal charges.

Law360 says the parties filed a stipulation of discontinuance in
New York state court, but no further details on the settlement
terms were provided.

Headquartered in New York, New York, Bricolage Capital LLC filed
for chapter 11 protection (Bankr. S.D.N.Y. Case No. 05-46914) on
Oct. 14, 2005.  Robert E. Grossman, Esq., Lawrence J. Kotler,
Esq., and Matthew E. Hoffman, Esq., at Duane Morris LLP represent
the Debtor in its restructuring effort.  No Official Committee of
Unsecured Creditors was appointed in the Debtor's case.  The
Debtor estimated assets of $1 million to $10 million and debts of
$10 million to $50 million as of the Chapter 11 filing.


BUFFETS INC: To Pay Creditors $4-Mil. When it Leaves Bankruptcy
---------------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that the
financially struggling operator of Old Country Buffet, Ryan's and
HomeTown Buffet restaurants plans to pay $4 million to a pool of
creditors who are owed more than $44 million at the end of its
Chapter 11 bankruptcy case, which will cut the chain's debt with
the hope of keeping its roughly 400 remaining restaurants alive.

                       About Buffets Inc.

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

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

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

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

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

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

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


CAESARS ENTERTAINMENT: Has $60.8MM Subscription Pact with Rock
--------------------------------------------------------------
Rock Gaming LLC and CIE Caesars Interactive Entertainment, Inc., a
subsidiary of Caesars Entertainment Corporation, entered in a
subscription agreement pursuant to which Rock purchased 6,155.0810
shares of CIE common stock for $30,400,000 in cash, and agreed to
purchase an additional 6,155.0810 shares of CIE common stock for
an additional $30,400,000 on or before July 2, 2012.  If Rock
purchases the entire 12,310.162 shares of CIE common stock
pursuant to the terms of the subscription agreement, then Rock has
the option to purchase an additional 3,140.3474 shares of CIE
common stock for $19,200,000 in cash, which option mush be
exercised on or before Nov. 15, 2012.

In December 2010, a subsidiary of Caesars Entertainment formed a
joint venture, Rock Ohio Caesars LLC, with an affiliate of Rock,
to pursue casino developments in Cincinnati and Cleveland.  A
subsidiary of Caesars Entertainment has a minority investment in
the venture and will manage the two casinos, Horseshoe Cleveland
and Horseshoe Cincinnati, being developed by the venture, which
are expected to open in May 2012 and the second quarter of 2013,
respectively.

In addition, in September 2011, a subsidiary of Caesars
Entertainment filed an application with the State of Maryland for
the license to operate a video lottery terminal facility in the
City of Baltimore.  The application was filed on behalf of a
venture that includes Caesars Entertainment as the lead investor
and facility manager, and includes an affiliate of Rock as one of
the investors.

                    About Caesars Entertainment

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

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

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

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

                           *     *     *

As reported by the TCR on March 28, 2012, Moody's Investors
Service upgraded Caesars Entertainment Corp's Corporate Family
Rating (CFR) and Probability of Default Rating both to Caa1 from
Caa2.  The upgrade of Caesars' ratings reflects very good
liquidity, an improving operating outlook for gaming in a number
of the company's largest markets that is expected to drive
earnings growth, the completion of a bank amendment that resulted
in the extension of debt maturities to 2018 from 2015, and the
public listing of the company's equity that increases financial
flexibility by providing it with another potential source of
capital. The upgrade of the SGL rating reflects minimal debt
maturities over the next few years, significant cash balances
(approximately $900 million at December 31, 2011) and revolver
availability that will be more than sufficient to fund the
company's cash interest and capital spending needs.


CANO PETROLEUM: Can Continue Paying Obligations to Royalty Owners
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Cano Petroleum, Inc., to honor certain prepetition
obligations to Royalty Owners; and continue the payments
postpetition in the ordinary course of business.

The Court also ordered that:

   -- the Debtors and, where applicable, the purchasers, are
hereby authorized, but not directed to (i) meet the payment
obligations to Royalty Owners attributable to both prepetition and
postpetition production; and

   -- deliver, in the ordinary course of business, funds owed, if
any, to Royalty Owners attributable to Payment Obligations of the
Debtors.

   -? the Senior Secured Lenders and Junior Secured Lenders will
reimburse the Debtors bankruptcy estates from funds otherwise
payable to the PrePetition Lenders from the Estates only to the
extent that the Court enters a final and non?appealable order
determining with regard to, and only to the extent that, any
Postpetition payment of a Payment Obligation meets all of these
requirements:

   1) pursuant to the order, the Postpetition payment was made
   from property of the Estates, on account of a Prepetition,
   general unsecured royalty claim arising from Prepetition
   production in New Mexico or Oklahoma;

   2) at the time of the payment of the Prepetition Unsecured
   Royalty Payment Obligation, the Royalty Owner did not have (a)
   a lien (or potential lien) right or trust fund right; (b) an
   independent right of payment from a Purchaser (or the Purchaser
   was not otherwise obligated to make such payment); nor (c) a
   right to terminate the underlying lease for non-payment;

   3) proceeds from the sale of the hydrocarbons related to the
   payment on account of the Prepetition Unsecured Royalty Payment
   Obligation were not separate property of the Royalty Owner;

   4) the Royalty Owner receiving the payment on account of the
   Prepetition Unsecured Royalty Payment Obligation would not have
   been otherwise entitled to the payment on account of any
   payment to be made under any plan of reorganization or
   liquidation or otherwise (including any sale order or from any
   distributions to unsecured creditors in these Cases); and

   5) there is no other basis for the payment (including necessity
   doctrine, proper use of the Prepetition Lenders' cash
   collateral or any other legal right or obligation).

   -- the Prepetition Lenders' obligation to reimburse the Estates
is capped at $300,000 unless the Debtors demonstrate that as of
the Petition Date the Payment Obligations attributable to
Prepetition production in Oklahoma and New Mexico exceeded that
amount.

   -- the Prepetition Lenders will have an allowed general
unsecured claim for any amount reimbursed pursuant to the order
and the unsecured claim will be entitled to share in any
distributions to general unsecured creditors in the cases.

                       About Cano Petroleum

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

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

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

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

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


CANO PETROLEUM: Texas Tax Jurisdictions Want Cash Use Unauthorized
------------------------------------------------------------------
Texas Ad Valorem Taxing Jurisdictions, and Local Texas Tax
Jurisdictions ask the U.S. Bankruptcy Court for the Northern
District of Texas to deny Cano Petroleum, Inc., et al.'s access to
cash collateral.

Texas Ad Valorem Taxing Jurisdictions is consists of County of
Comanche, DeLeon Independent School District, County of Eastland,
County of Erath, Gorman Independent School District, and Local The
Texas Tax Jurisdictions is consists of Tarrant County, Navarro
County and Lingleville ISD.

The Texas Tax Jurisdictions specifically object to any priming of
their senior, perfected and unavoidable tax liens on the Debtors'
property, specifically by the adequate protections liens provided
herein.  The Texas Tax Jurisdictions require express clarification
that their senior, perfected and unavoidable tax liens are not
primed under either the interim order or any final order to be
entered authorizing the cash collateral motion.

Texas Tax Jurisdictions explain that, among other things:

  1. taxes for the 2010-2011 tax years were due, and, as of
Jan. 1, 2012, liability arose and a senior lien attached to the
real property, business personal property and mineral interests of
the Debtors for the 2012 taxes of the Texas Tax Jurisdictions;

   2. the taxes are secured with a security interest that is
superior to that of any other secured claim under the Texas
Constitution.

Texas Ad Valorem Taxing Jurisdictions is represented by:

         Michael Reed, Esq.
         McCREARY, VESELKA, BRAGG & ALLEN, P.C.
         P.O. Box 1269
         Round Rock, TX 78680
         Tel: (512) 323-3200
         Fax: (512) 323-3205
         E-mail: michael.reed@mvbalaw.com

As reported in the Troubled Company Reporter on March 22, 2012,
the Court authorized, on an interim basis, the Debtors to use cash
collateral securing obligations to their prepetition secured
lenders until April 6, 2012, and provide the lenders with adequate
protection.

The Debtors owe $60,556,864 under a senior credit facility with
Union Bank of California as administrative agent and issuing
lender; and $16,567,376 under a junior credit facility with with
UnionBanCal Equities, Inc. as administrative agent and issuing
lender.  The Senior Secured Lenders and the Junior Secured Lenders
assert that as of the Petition Date they held valid, enforceable,
and allowable claims.

The Debtors require limited use of the cash collateral to fund,
among other things, their cash requirements for ordinary course
business operations and maintain the value of their bankruptcy
estates as they pursue the sale of their business.  The Lenders
have agreed to the cash use.

                       About Cano Petroleum

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

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

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

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

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


CAPMARK FINANCIAL: Goldman Sachs Fights $147 Million Suit
---------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Goldman Sachs Group
Inc. affiliates fought back on Friday against the reorganized
Capmark Financial Group Inc.'s request to extend its bankruptcy
preference period as the two continue to spar over the bank's
alleged $147 million in preferential transfers in the run-up to
Capmark's bankruptcy.

As reported in the Troubled Company Reporter on March 8, 2012,
District Judge Robert Sweet in Manhattan denied the request of
Goldman Sachs Credit Partners L.P., Goldman Sachs Canada Credit
Partners Co., Goldman S Mortgage Company and Goldman Sachs Lending
Partners LLC to transfer to the District of Delaware pursuant to
28 U.S.C. Sec. 1412, the lawsuit brought by Capmark Financial
Group Inc., Summit Crest Ventures, LLC, Capmark Capital LLC (f/k/a
Capmark Capital Inc.), Capmark Finance LLC (f/k/a Capmark Finance
Inc.), Commercial Equity Investments LLC (f/k/a Commercial Equity
Investments, Inc.), Mortgage Investments, LLC, Net Lease
Acquisition LLC, SJM CAP, LLC, Capmark Affordable Equity Holdings
LLC (f/k/a Capmark Affordable Equity Holdings Inc.), Capmark Reo
Holding LLC and Capmark Investments LP.

The Plaintiffs, who are the reorganized debtor that emerged from
the Capmark bankruptcy proceedings, filed the action in the
Southern District of New York on Oct. 24, 2011, seeking to avoid
and recover as insider preferences $147 million in transfers made
by the Plaintiffs' predecessors to the Defendants within a year
before the Debtors.

                       About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provided financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors were Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel were
Dewey & LeBoeuf LLP, and Richards, Layton & Finger, P.A.  Beekman
Advisors, Inc., is serving as strategic advisor.
KPMG LLP served as tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, served as claims and notice agent.

The Official Committee of Unsecured Creditors tapped Kramer Levin
Naftalis & Frankel LLP as its counsel and JR Myriad 1LLC as its
commercial real estate business advisors.  The Committee also
retained Cutler Pickering Hale and Dorr LLP as its attorneys for
the special purpose of providing legal services in connection with
Federal Deposit Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  Protech estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.  In April 2011, Greenline Ventures LLC completed the
acquisition of the New Markets Tax Credit division of Capmark
Financial Group Inc.  Since inception of the NMTC program,
Capmark's NMTC division has closed over $1.1 billion of NMTC
investment funds and financed over $2.5 billion of projects and
businesses in low income communities nationwide.

Capmark won confirmation of its reorganization plan in August 2011
allowing it to distribute about $4 billion of stock, cash and new
debt to unsecured creditors and streamline operations around its
flagship bank.  Unsecured creditors were to receive $900 million
in cash, $1.25 billion in secured notes and 100 million shares in
reorganized Capmark, now a bank holding company.  The plan was
declared effective in October.

Also in October 2011, Capmark closed the sale of its low-income
housing tax credit asset portfolio to Hunt Cos. Inc., a national
real estate services company.  El Paso, Texas-based Hunt was the
successful bidder in the auction of the assets, paying
$102.4 million.


CARITAS HEALTH: Files Supplement to Preserve Causes of Action
-------------------------------------------------------------
Caritas Health Care, Inc., and its debtor-affiliates filed with
the U.S. Bankruptcy Court for the Eastern District of New York a
supplement to their Second Amended Plan of Liquidation.

The supplement is intended to preserve any and all Claims and
Causes of Action not expressly waived, relinquished, exculpated,
released, compromised, or settled in the Plan or other order of
the Court.

The Debtors and the Plan Administrator, as applicable, will retain
and may enforce all rights to commence and pursue, as appropriate,
any and all Causes of Action, whether arising before or after the
Petition Date, including, but not limited to, any actions
enumerated or otherwise described or referenced in the Plan
Supplement, the Plan or the Disclosure Statement, and the Debtors'
and the Plan Administrator's rights to commence, prosecute, or
settle the Causes of Action will be preserved notwithstanding the
occurrence of the Effective Date.

The Causes of Action retained by the Debtors and the Plan
Administrator include, among other things:

   -- by a final order of the Court or as will be set forth in the
confirmation order;


   -- arising out of or relating to the sale or sales of any of
the Debtors' assets or any agreements ancillary thereto;

   -- to recover money or property from patients, customers,
vendors and employees whether based on contract or tort,
including, without limitation, all rights pursuant to section
502(d) of the Bankruptcy Code to assert and prosecute any Causes
of Action against creditors solely for the purpose of establishing
that a creditor's claim against the Debtors must be disallowed for
failure to repay an avoidable transfer;

   -- to recover accounts receivable or other receivables or
rights to payment created or arising in the ordinary course of any
of the Debtors' businesses; and

   -- against vendors, suppliers or goods or services, or other
parties for overpayments, back charges, duplicate payments,
improper holdbacks, deposits, warranties, guarantees, indemnities
or setoff.

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

As reported in the Troubled Company Reporter on March 13, 2012,
the Court will convene a hearing on April 25, 2012, at 2:30 p.m.,
prevailing Eastern Time, to consider the confirmation of Caritas
Health Care, Inc., and its debtor-affiliates' Chapter 11 Plan,
amended as of Feb. 22, 2012.

According to the Second Amended Disclosure Statement, the Plan
provides a means by which the proceeds of the liquidation of the
Debtors' assets will be distributed under Chapter 11 of the
Bankruptcy Code.  The Debtors have consummated the sale of
substantially all of their physical assets pursuant to orders
of the Court authorizing the Debtors to sell (i) their equipment
and medical supplies, and (ii) their real estate assets.  The Plan
implements the distribution of the proceeds of asset sales to
holders of allowed Claims, and provides for liquidation of any
remaining assets and a process for recovery of any causes of
action belonging to the Debtors' and their estates.

A copy is available for free at:

   http://bankrupt.com/misc/CARITAS_HEALTH_ds_2ndamended.pdf

                    About Caritas Health Care

Caritas Health Care Inc. was the owner of Mary Immaculate Hospital
and St. John's Queens Hospital.  Caritas, created by Wyckoff
Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care, Inc., and eight of its affiliates sought
chapter 11 protection (Bankr. E.D.N.Y., Case No. 09-40901) on
Feb. 6, 2009.  Jeffrey W. Levitan, Esq., and Adam T. Berkowitz,
Esq., at Proskauer Rose, LLP, represent the Debtors.  Martin G.
Bunin, Esq., and Craig E. Freeman, Esq., at Alston & Bird LLP,
represent the official committee of unsecured creditors.

Caritas sold the hospitals to Joshua Guttman in November 2009 for
$17.7 million.


CATASYS INC: David Smith's Equity Stake Hiked to 47%
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, David E. Smith disclosed that, as of
April 18, 2012, he beneficially owns 33,446,851 shares of common
stock of Catasys, Inc., representing 47% of the shares
outstanding.

Mr. Smith previously reported beneficial ownership of 16,821,851
common shares or 40.6% equity stake as of Dec. 21, 2011.

On March 18, 2012, Mr. Smith purchased 8,312,500 shares of common
stock in a private placement at $0.16 per share.  The source of
funds used by Mr. Smith in that purchase was his personal funds.

In connection with that purchase, Catasys also issued to Mr. Smith
a warrant exercisable for 8,312,500 shares of Common Stock at the
exercise price of $0.16 per share, subject to potential future
adjustment.  The Warrant expired on April 17, 2017.

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

                      http://is.gd/UeH0WE

                       About Hythiam, Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

The Company reported a net loss of $19.99 in 2010 and a net loss
of $9.15 million in 2009.  The Company also reported a net loss of
$1.32 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$3.04 million in total assets, $5 million in total liabilities,
and a $1.95 million total stockholders' deficit.

Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial
doubt about the Company'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.

                         Bankruptcy Warning

As of Nov. 9, the Company had a balance of approximately $243,000
cash on hand.  The Company had working capital deficit of
approximately $3.5 million at Sept. 30, 2011, and has continued to
deplete its cash position subsequent to Sept. 30, 2011.  The
Company has incurred significant net losses and negative operating
cash flows since its inception.  The Company could continue to
incur negative cash flows and net losses for the next twelve
months.  The Company's current cash burn rate is approximately
$450,000 per month, excluding non-current accrued liability
payments.  The Company expects its current cash resources to cover
expenses through November 2011, however delays in cash
collections, revenue, or unforeseen expenditures could impact this
estimate.  The Company will need to immediately obtain additional
capital and there is no assurance that additional capital can be
raised in an amount which is sufficient for the Company or on
terms favorable to its stockholders, if at all.  If the Company
does not immediately obtain additional capital, there is a
significant doubt as to whether the Company can continue to
operate as a going concern and the Company will need to curtail or
cease operations or seek bankruptcy relief.  If the Company
discontinues operations, the Company may not have sufficient funds
to pay any amounts to stockholders.


CENTURYLINK INC: S&P Rates $2-Bil. Sr. Unsec. Credit Facility 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to Monroe, La.-based incumbent
local exchange carrier (ILEC) CenturyLink Inc.'s $2 billion senior
unsecured revolving credit facility due 2017. The revolver has
guarantees from certain subsidiaries, including Embarq, Qwest
Communications International, and Qwest Services Corp. The '3'
recovery rating indicates expectations for meaningful (50% to 70%)
recovery in the event of payment default.

"At the same time, we revised the recovery rating on CenturyLink's
senior unsecured debt to '4' from '3'. The '4' recovery rating
indicates our expectation for average (30%-50%) recovery in the
event of payment default. The lower recovery rating on the
unsecured notes at CenturyLink is due to the increase in
contractually senior debt, including the upsized revolver, and the
new $440 million CoBank term loan," S&P said.

"In addition, we revised the recovery rating on the senior
unsecured debt at Qwest Communications International (QCII) and
Qwest Capital Funding (QCF) to '3' from '4'. The higher recovery
rating at QCII and QCF follows the significant redemptions at QCII
and Qwest Corp.," S&P said.

"At the same time, we affirmed all other ratings, including the
'BB' corporate credit rating, on CenturyLink. The outlook is
stable," S&P said.

"The ratings on CenturyLink reflect a business risk profile
assessment of 'fair' and a financial risk assessment of
'significant.' Key business risk factors include our expectation
that revenues will continue to decline because of competition in
its core consumer wireline phone business from cable telephony and
wireless substitution, which contributed to access-line losses
of about 6.6% during the fourth quarter of 2011, year over year,
pro forma for the Qwest acquisition. We also consider the
company's financial policy aggressive, with a substantial
shareholder dividend payout, which limits debt reduction. Debt to
EBITDA was about 3.4x at year-end 2011, pro forma for acquisitions
and including our adjustments for operating leases and
postretirement liabilities. We expect leverage to remain in the
mid-3x area over the next few years," S&P said.

"Tempering factors in the business risk assessment include good
scale and a favorable market position as the third-largest ILEC in
the U.S.; solid operating margins and free operating cash flow
(FOCF) generation; modest growth in high-speed data (HSD)
services, which helps mitigate revenue declines from access-line
losses," S&P said.

"CenturyLink completed its acquisition of Qwest Communications
International in April 2011, making it the third-largest
predominantly wireline telecommunications company in the U.S.,
with about 14.6 million access lines and 5.6 million broadband
customers with operations in 37 states. Following its acquisition
of Savvis in July 2011, CenturyLink is also the second-largest
data center provider in the U.S., with about 49 data centers," S&P
said.

"Despite its position as the incumbent telephone provider in its
markets," said Standard & Poor's credit analyst Allyn Arden,
"CenturyLink faces secular industry declines and will be
challenged to materially improve operating trends longer term. We
expect wireless substitution and cable telephony competition will
continue to pressure the company's customer base. The Qwest
footprint, in particular, has operations primarily in high-density
urban markets with strong competition from incumbent cable
operators, including Comcast Corp. and Cox Communications Inc.,"
S&P said

"The outlook is stable. We believe the company should be able to
achieve expected operating synergies, generate meaningful FOCF,
and maintain leverage in the mid-3x area over the next year.
However, an acceleration of access-line losses, integration
missteps, or a more aggressive financial policy that results in
leverage rising above 4x could prompt a downgrade," S&P said.

"We do not consider an upgrade likely in the near term, given our
assessment of the financial risk profile, including the company's
financial policy. Nevertheless, if the company can improve access-
line trends to the mid-single-digit area, stabilize revenue, and
successfully integrate its acquisitions, such that leverage
declines to the high-2x area on a sustained basis, we could raise
the ratings by one notch," S&P said.


CHURCH STREET: Deal Modifying Asset Sale Dates Approved
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
signed an agreed order modifying certain dates and deadlines
related to Church Street Health Management, LLC, et al.'s
postpetition financing and the proposed sale of substantially all
of their assets.

The agreement was entered among the Debtors, Garrison Loan Agency
Services LLC (and its affiliates) as administrative agent and
collateral agent, CIT Healthcare, LLC, as agent, CSHM LLC (the
stalking horse, the Official Committee of Unsecured Creditors, and
the Office of the U.S. Trustee.

On March 16, 2012, the Court entered its final order (i)
authorizing the Debtors to (a) obtain postpetition secured
financing; (b) utilize cash collateral; and (ii) grant liens and
superpriority administrative expense status; (iii) grant adequate
protection; and (iv) modify the automatic stay.

The agreement provides for, among other things:

   1. The Bid Deadline will be reset from April 16, to May 4, at
4:00 p.m. Central Standard Time.

   2. To the extent at least one qualified bid, other than the
stalking horse's bid, is timely received, the auction will be
rescheduled from April 20, to May 11, at 9:00 a.m.

   3. The sale objection deadline is rescheduled from April 23, to
May 14.

   4. The Debtors' deadline to file the schedule of contracts will
be reset from April 12, to a date that is no later than April 30.

   5. The Debtors' deadline to serve the assumption and assignment
notice by first class mail on all counterparties to the assigned
contracts will be reset from within three days of the entry of the
bidding procedures order to occur within two (2) business days of
filing the schedule of contracts.

   6. The assumption and assignment objection deadline is
rescheduled from April 23, to 4:00 p.m. on May 14, 2012.

   7. The sale hearing is rescheduled to May ___, 2012.

   8. The Debtors' deadline to obtain entry of the sale order is
modified to a date that is "not later than five business
days" prior to the Closing Date.

   9. The closing date is reset to May 30.

  10. Paragraph 15(i) of the Final DIP Order is modified by
deleting the date "May 20, 2012" and replacing it with "May 30,
2012."

The Debtor previously obtained approval to obtain DIP senior
secured postpetition financing of up to $12,000,000 on a revolving
basis from Garrison Loan Agency Services LLC (and its affiliates),
as administrative agent and collateral agent and such other
lenders (and their affiliates) under the prepetition credit
facilities.

                        About Church Street

Church Street Health Management, LLC, a provider of management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

Garrison Investment Group is providing funding for the Chapter 11
case.  The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.


CHURCH STREET: Committee Challenge Period Ends April 27
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
approved a stipulation resolving the Official Committee of
Unsecured Creditors' motion seeking extension of the outside date
by which the Committee must bring a challenge from April 19, 2012,
to April 30.

The stipulation was entered among Church Street Health Management,
LLC, et al., the Official Committee of Unsecured Creditors, CIT
Healthcare LLC as administrative and collateral agent under the
Debtors' prepetition secured facilities, and Garrison Loan Agency
Services LLC as the administrative agent under the Debtors' debtor
in possession financing facility.

The stipulation provides for, among other things:

   1. Upon approval of this stipulation by the court, the motion
      will be deemed withdrawn.

   2. The outside date by which the Committee must bring a
      challenge is April 19, as set forth in the Final DIP Order.

   3. For each Potential Challenge Party other than the Committee,
      the outside date to bring a Challenge is April 19, as set
      forth in the Final DIP Order.

   4. The Committee will provide to each of the other Parties a
      list of all potential Challenges identified by the Committee
      by 5:00 p.m. Central Standard Time on April 16.  For the
      avoidance of doubt, the Potential Challenge List will (a)
      only include potential challenges identified by the
      Committee and will not include categorical potential
      challenges as "any other challenge which the Committee may
      identify" or words of similar import, and (b) will only
      include potential Challenges identified by the Committee in
      good faith.

   5. The Challenge Period with respect to each item identified on
      the Potential Challenge List will be extended for the
      Committee to April 27.

   6. The Parties will be authorized to enter into any amendments
      or modifications of the DIP Financing Documents necessary to
      effectuate the agreements.

   7. The Committee agrees that each Party will have the right to
      object to the motion at any time prior to or at the hearing
      on the motion in the event that the Committee does not
      provide the Potential Challenge List in the form and manner
      set forth herein.

                        About Church Street

Church Street Health Management, LLC, a provider of management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

Garrison Investment Group is providing funding for the Chapter 11
case.  The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.


CLEAR CREEK: Wants Exclusive Right to Propose Plan Until Aug. 15
----------------------------------------------------------------
Clear Creek Ranch II, LLC, and Clear Creek at Tahoe, LLC ask the
U.S. Bankruptcy Court for the District Of Nevada extend their
exclusive period to file a chapter plan through Aug. 15, 2012.

On Feb. 13, 2012, the Debtors filed their Plan which proposes to
pay creditors in full.

The Debtors explain that, among other things:

   1. They are proceeding expeditiously to try to settle or
      complete their litigation with disputed claimants.  The
      Debtors have continued addressing the Serpas' breach of
      their fiduciary obligations and other wrongdoing.  The
      Debtors add that if mediation does not result in a
      settlement, a trial regarding a portion of those disputes is
      scheduled to take place on Aug. 24, 27, and 28.

   2. The Debtors have taken steps to raise funds for a
      restructuring -- to pay creditors in full and to continue
      with the development and, ultimately, the sale of home sites
      in CCR II's residential subdivision.

                    About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

On April 30, 2010, the Serpas purchased the $15 million First
Horizon Loan secured by the residential subdivision, and then
threatened foreclosure to coerce CCT to pay money on both the
First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note.
The Serpas then scheduled a foreclosure sale for the Residential
Subdivision for July 18, 2011.

On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe
filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev.
Case Nos. 11-52302 and 11-52303).  Judge Bruce T. Beesley presides
over the cases.

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.

Vincent M. Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M.
Dinets, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP,
in Irvine, Calif., represent the Debtors as general reorganization
counsel.  Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre,
APC, in Reno, Nev., represents the Debtors as local reorganization
counsel.


COMMUNITY MEMORIAL: Medical Files Remain Stored in Hospital
-----------------------------------------------------------
Zac Britton at Cheboygan Daily Tribune reports that thousands of
medical records remain safely stored away in Cheboygan Memorial
Hospital.  According to the report, it's possible they will remain
there until the end of the week -- and perhaps beyond, despite
urgent need for the information at area clinics and pharmacies
since Cheboygan Memorial Hospital went into its wind down and
closure of its medical facility on April 3.

The report relates CMH Chief Executive Officer Shari Schult said
the files are stuck in a trap between U.S. Bankruptcy proceedings,
the Health Insurance Portability and Accountability Act (HIPAA)
privacy rule and plain old dollars and cents.

"Patients have a right to their medical records, it's our
responsibility to come up with a process to facilitate getting
them their medical records," the report quotes Ms. Schult as
explaining.  "The (former CMH) physicians were hired by McLaren
(Health Care Corporation).  McLaren is the one we're trying to
work out the Asset Purchase Agreement with and until we resolve
that, our process for medical records cannot be clearly defined
because if the deal goes through with McLaren, it's part of the
purchase.  If the deal does not go through with McLaren, then
we'll have to come up with a different plan.

"It's very sticky because patients have the rights to have
(medical records) and without an approved budget, I don't have
people that can make the necessary copies," the report quotes Ms.
Shault as saying.  "We're not legally responsible to give them the
originals, but we are -- in a reasonable amount of time --
supposed to provide them with copies."

According to the report, the blueprint requires approval from
secured creditors tied to the current Chapter 11 bankruptcy
proceedings of CMH as well as review by U.S. Bankruptcy Court
Judge Daniel Opperman, although it does not require another
hearing in the Eastern District of Michigan courtroom in Flint or
Bay City.

The report says Judge Opperman was very direct with CMH legal
counsel and Schult during a status hearing, confirming that -- due
to creditor concerns -- security would continue at the building
through the April 30 motion hearing and release of medical records
was actively being pursued.  Two business days later, Schult was
still working to get information released and hearing growing
unrest about the delay in two weeks since CMH closed down.

                About Community Memorial Hospital

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

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


CRYSTALLEX INT'L: Court OKs $36-Mil. DIP Loan from Tenor
--------------------------------------------------------
Crystallex International Corporation disclosed that the Ontario
Superior Court of Justice issued an order approving the Company's
debtor-in-possession financing of US$36,000,000 provided by an
entity managed by Tenor Capital Management Company LLC.

In accordance with the terms of the senior secured credit
agreement pursuant to which the DIP financing is expected to be
provided, an initial tranche of US$9 million would be available on
the execution of such agreement and the satisfaction of certain
conditions precedent, which funds would allow the Company (i) to
repay its previously announced US$3.125 million bridge loan
provided by Tenor Special Situations Fund, L.P., which has become
due and payable, and (ii) to fund its operations, including the
prosecution of its arbitration claim against the government of
Venezuela.  The Company is diligently working towards the
satisfaction of such conditions precedent and as a result expects
that the initial advance will be made shortly and in any event by
the end of April.  Three subsequent tranches of US$12 million,
US$10 million and US$5 million each would also be made available
upon the Company meeting certain conditions in accordance with the
terms of the Credit Agreement and the CCAA Order, as applicable.
The holders of the US$100,000,000 unsecured notes issued by the
Company have served the Company with a motion for leave to appeal
the CCAA Order.  The appeal process has been expedited.

If any appeal of the CCAA Order has been dismissed or the period
for an appeal of such order has expired, the Credit Agreement
would also provide for additional compensation to the Lender which
would be dependent on the amount of the net proceeds realized from
an award or settlement in respect of the Company's arbitration
with the government of Venezuela and which, at the option of the
Lender, could be converted into up to 35% of the equity of the
Company.  In addition, the Credit Agreement would in such
circumstances require certain changes to be made to the governance
of Crystallex, including changes to the composition of the board
of directors of the Company such that the Lender would have the
right to appoint 2 of the 5 directors of the Company.

The Court has also approved a discretionary management retention
plan of the Company, pursuant to which, upon a successful
conclusion of the arbitration with the government of Venezuela,
retention amounts may be paid at the discretion of an independent
committee.  The independent committee can award amounts, depending
on certain factors, ranging from zero to a variable cap that
cannot exceed ten percent of the amount of any award or settlement
after the payment of liabilities of the Company.

                         About Crystallex

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

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

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

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

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

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

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

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


CUI GLOBAL: Camtex, et al., to Resell 570,000 Common Shares
-----------------------------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the
resale of up to an aggregate of 570,000 shares of common stock of
the Company by Camtex Sales, Ltd., Hurley Investment Holdings,
Ltd., Julian Mylchreest, et al.

The Company will not receive any of the proceeds from the sale of
these shares by the selling stockholders.

The shares of the Company's common stock are listed on The Nasdaq
Stock Market under the symbol "CUI."  On March 29, 2012, the
closing price of the Company's shares was $4.85 per share.

The proposed maximum aggregate offering price is $2.56 million.

A copy of the prospectus is available for free at:

                        http://is.gd/Yfb1Sl

                          About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

The Company reported a net loss of $7.5 million on $40.9 million
of revenues for 2010, compared with a net loss of $16.0 million on
$28.9 million of revenues for 2009.

The Company also reported consolidated net profit of $177,961 on
$30.14 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a consolidated net loss of $3.41
million on $26.28 million of total revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$32.78 million in total assets, $20.07 million in total
liabilities, and $12.70 million in total stockholders' equity.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.


CUI GLOBAL: To Issue 50,750 Shares as Officers' Compensation
------------------------------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement registering 50,750
shares of the Company's common stock, par value $0.001 per share,
for issuance to certain officers as compensation bonuses pursuant
to board of directors authorization which qualify as a plan as
defined under Rule 405 of Regulation C.

Effective Feb. 17, 2012, the common stock of CUI Global, Inc., is
listed on The Nasdaq Stock Market under trading symbol "CUI".

A copy of the filing is available for free at:

                         http://is.gd/N12Gju

                          About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

The Company reported a net loss of $7.5 million on $40.9 million
of revenues for 2010, compared with a net loss of $16.0 million on
$28.9 million of revenues for 2009.

The Company also reported consolidated net profit of $177,961 on
$30.14 million of total revenue for the nine months ended
Sept. 30, 2011, compared with a consolidated net loss of $3.41
million on $26.28 million of total revenue for the same period a
year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$32.78 million in total assets, $20.07 million in total
liabilities, and $12.70 million in total stockholders' equity.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.


DIAGNOSTIC IMAGING: S&P Lowers Corporate Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and secured debt ratings on Hicksville, N.Y.-based Diagnostic
Imaging Group LLC to 'CC' from 'CCC'. The outlook is developing.
This action reflects lack of information regarding the company's
progress in resolving its accounting issues and the still
unresolved, near term maturity of its bank loan.

"Diagnostic Imaging has a $110 million term loan B facility, which
matures in May 2012. The 'CC' issue rating on the senior credit
facility is the same as the corporate credit rating on the
company. Its '3' recovery rating, indicates our expectation for a
meaningful (50%-70%) recovery for secured lenders in the event of
a payment default," S&P said.

"Ratings on Diagnostic Imaging reflect considerable uncertainty
surrounding the company's ability to refinance at par its term
loan, which matures in May 2012," explained Standard & Poor's
credit analyst Cheryl Richer. "Subsequent to the completion of its
March 31, 2011 financial report, the company engaged third-party
accounting resources to review its accounts receivables and
reserve policy in light of the changing economic, regulatory, and
political landscape. The timeframe for a resolution to this
process has been extremely protracted, given the imminent maturity
of the bank loan."

"We view the company's financial risk profile as 'highly
leveraged.' Its 'vulnerable' business risk profile reflects its
relatively small presence in the fragmented and competitive
medical imaging field, as well as geographic concentration,
reimbursement risk, and recurring challenges in managing
operations and liquidity. Over the past several years, Diagnostic
Imaging has encountered operational difficulties, including
Medicare reimbursement cuts, delayed receivables collections, and
the sale or closure of underperforming facilities (including four
New Jersey sites)," S&P said.

"The developing outlook reflects the potential for the company to
renegotiate the facility at par prior to maturity, or enter into
default on its bank loan. We could raise the rating if the company
renegotiates a new facility and provides current financial
statements, but we could lower the ratings to 'D' if the bank loan
is not renegotiated at maturity," S&P said.


DELTA PETROLEUM: John Young OK'd as Chief Restructuring Officer
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Delta Petroleum Corporation, et al., to employ:

   -- Conway MacKenzie Management Services, LLC, to provide
      restructuring management and advisory services; and

   -- John T. Young, Jr., Conway MacKenzie's senior managing
      director, as the Debtors' chief restructuring officer.

As reported in the Troubled Company Reporter on Dec. 27, 2011,
Mr. Young was appointed CRO by the Debtors' board of directors
prior to the Petition Date.  Conway MacKenzie received a $100,000
retainer pre-bankruptcy from the Debtors.

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

Conway MacKenzie, nationally recognized as one of the preeminent
turnaround firms, has advised companies with annual sales ranging
from $5 million to over $5 billion in a broad range of industries.

Mr. Young manages the Texas operations of Conway MacKenzie and is
a shareholder and member of the firm's Board of Directors.  Mr.
Young's casework includes serving as Chief Restructuring Officer
in a number of out-of court restructuring situations, including
serving as a financial advisor to Pacific Lumber and Scotia
Pacific while interim Chief Financial Officer of Scotia Pacific,
and serving as a senior member of the Winn-Dixie Stores
restructuring team.  He also served as an officer of Money's Foods
US Inc., a former subsidiary of Vlasic, while that company was in
bankruptcy.  Mr. Young's other experience includes work at Lone
Star Funds, a multi-billion dollar equity fund, and KPMG Peat
Marwick LLP.

The Court has modified the application, to include these parties
and their hourly rates:

         John T. Young, chief restructuring officer     $550
         Ken Malek, senior managing director            $545
         Robert F. Remian, managing director            $525
         Jeff N. Huddleston, director                   $475
         R. Seth Bullock, director                      $475
         Jamie L. Chronister, director                  $475
         Seth Baron, director                           $410
         Maggie Conner, director                        $390
         Carl Seidman, senior associate                 $375
         Kayla J. Hughes, administrative staff          $185
         Glorria J. Smith-Silverman,
            administrative staff                        $120

                       About Delta Petroleum

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

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

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

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

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


DEWEY & LEBOEUF: Said to Have Approached 3 Firms
------------------------------------------------
Ashby Jones at The Wall Street Journal and Jennifer Smith at Dow
Jones Newswires report that top partners at Greenberg Traurig LLP
have been reaching out individually to key partners at Dewey &
LeBoeuf LLP, according to two Dewey lawyers.

People familiar with the matter also said Dewey has approached at
least three firms about options that include a potential merger.

The report notes leaders at Greenberg continue to explore a
possible deal with Dewey.

The report relates one Dewey partner said the phone calls from the
Greenberg partners, many of which took place over the weekend,
were described as "social" and "highly introductory."  Neither
financial terms nor the structure of a potential merger were
discussed, according to the partner.

The report notes the result of talks between the two firms remains
unclear.  Greenberg reiterated Monday that the firm has had
"preliminary discussions relating to lawyers" at Dewey but that no
agreements have been reached.

The report says Greenberg Traurig didn't respond to a call seeking
comment Tuesday.  Dewey didn't respond to calls seeking comment.

The report adds a merger being considered by Dewey could involve a
prearranged bankruptcy filing.  Dewey has drawn some $75 million
on a $100 million revolving credit line and is days away from a
deadline to renegotiate the terms of the loan with a syndicate of
banks.  It also owes at least $125 million to insurance companies
that purchased a private bond the firm floated in 2010, according
to people familiar with the matter.


DEX ONE: S&P Lowers Rating on $300-Mil. Subordinated Notes to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Dex One Corp.'s subordinated $300 million notes due 2017 to 'D'
from 'CC', reflecting the company's announcement that it
repurchased $98 million face value of the notes at a price of 27%
of par. "These subpar buybacks are tantamount to default under our
criteria. The recovery rating remains at '6', indicating our
expectation of negligible recovery (0% to 10%) for noteholders in
the event of a payment default," S&P said.

"The 'CCC' corporate credit rating on the company and the negative
outlook remain unchanged. The 'CCC' corporate credit rating
reflects our view that Dex One's business will remain under
pressure, given the unfavorable outlook for print directory
advertising. We view the company's rising debt leverage, low debt
trading levels, weak operating outlook, and steadily declining
discretionary cash flow as indications of financial distress. The
term loan and subordinated notes are trading at a significant
discount to their par values, providing the company an economic
incentive to pursue ongoing subpar buybacks, which would be
tantamount to default under our criteria," S&P said.

"We continue to assess the company's financial risk profile as
'highly leveraged,' based on our criteria and on the company's
steadily declining cash flows as it confronts sizable maturities.
We regard the company's business risk profile as 'vulnerable,'
based on significant risks of continued structural and cyclical
decline in the print directory sector. Structural risks include
increased competition from online and other distribution channels,
as small business advertising expands across a greater number of
marketing channels," S&P said.

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

"Our negative outlook reflects our expectation that Dex One's
declining business fundamentals could hinder refinancing of its
2014 debt maturity. We could also lower the rating if we become
convinced that the company is going to incur a cash default or
file for Chapter 11 bankruptcy protection. Although a remote
possibility at this time, a revision of the outlook to stable
would likely involve a resumption of organic revenue growth and
the company addressing 2014 maturities. We believe this scenario
would entail an substantial increase in digital revenue, as we
expect that trends in print advertising will continue to be under
significant structural pressure," S&P said.

RATINGS LIST

Dex One Corp.
Corporate Credit Rating       CCC/Negative/--

Downgraded; Recovery Rating Unchanged
                               Rating             Rating
                               To                 From
Dex One Corp.
Subordinated                   D                  CC
   Recovery Rating             6                  6


DPL INC: S&P Puts 'BB+' Rating on Sr. Unsecured Notes on Watch Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings DPL Inc. and
subsidiary Dayton Power & Light Co. (DP&L), including the 'BBB-'
corporate credit ratings, on CreditWatch with negative
implications. "We placed the 'BB+' senior unsecured rating on
DPL's notes and the 'BBB+' rating on DP&L's senior secured debt on
CreditWatch with negative implications. The '1+' recovery rating
on DP&L's senior secured debt is unchanged," S&P said.

"The CreditWatch reflects the potential that we will lower our
ratings on both entities in the near term after we gain more
clarity on the timing and transition to full market rates for
DP&L,' said Standard & Poor's credit analyst Matthew O'Neill. We
have revised our assessment of DPL and DP&L's business risk
profiles to 'strong' from 'excellent' to reflect the increased
competition in Ohio along with the expected growth of the
unregulated retail business. In addition, we expect the increasing
competitive pressure due to lower wholesale electric prices will
materially stress DPL's profit margins. The company's financial
position has very little cushion due to the increased amount of
acquisition debt layered on by parent company AES Corp. (BB-
/Stable/--). Our baseline forecast shows funds from operations
(FFO) to total debt of around 11% and total debt to total capital
at approximately 57%," S&P said.

"The ratings on DPL reflect its consolidated credit profile, which
includes its association with the weaker credit quality of its
parent, AES. DPL is the holding company for regulated electric
utility DP&L. The ratings also reflect DPL's 'strong' business
risk profile and its 'aggressive' financial risk profile under our
criteria. (We rank business risk from 'excellent' to 'vulnerable'
and financial risk from 'minimal' to 'highly leveraged')," S&P
said.

"The ratings on DPL and DP&L are higher than the rating on parent
AES due to structural protections (a separateness agreement, an
independent director, and debt limitations and covenants) that
provide a degree of insulation to the subsidiary," S&P said.

"The CreditWatch reflects the possibility that we will lower our
ratings on both DP&L and DPL in the near term after we gain more
clarity on the timing and terms of DP&L's eventual transition to
full market rates. We will resolve the CreditWatch when we have
more clarity on the timing and transition to full market rates for
DP&L," S&P said.


DURRANT GROUP: Ceases Operations After Talks Fell Through
---------------------------------------------------------
Mary Nevans at Telegraph Herald reports that Durrant Group Inc.
ceased operations after last-minute negotiations with potential
buyers fell through.  Durrant CEO Charles Marsden held a
teleconference with the firm's four locations to tell them
the news.  The company's 60 employees were working on about 65
projects across the country, all of which will "stop immediately"
Mr. Marsden said.

Based in Dubuque, Iowa, The Durrant Group Inc., dba Durrant Media
Five, is one of Iowa's largest architectural/engineering
firms.  The Company filed for Chapter 11 protection (Bankr. N.D.
Iowa Case No. 12-00110) on Jan. 26, 2012.  Judge Paul J. Kilburg
presides over the case.  Joseph A. Peiffer, Esq., at Day Rettig
Peiffer, P.C., represents the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.


EMDEON INC: S&P Assigns 'BB-' Rating to $1.426B Credit Facilities
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' issue-level
credit rating and '1' recovery ratings to Nashville-based health
care software provider Emdeon Inc.'s new $1.426 billion senior
secured credit facilities, consisting of a $125 million senior
secured revolving credit facility due 2016 and a $1.301 billion
senior secured term loan due 2018. The '1' recovery rating
indicates expectations for very high (90%-100%) recovery of
principle in the event of payment default

"We also affirmed our existing ratings on the company, including
the 'B' corporate credit rating and 'CCC+' issue-level rating to
the company's $375 million senior unsecured notes due 2019. The
'6' recovery rating on the notes remains unchanged and indicates
expectations for negligible (0%-10%) recovery of principle in the
event of payment default," S&P said.

"The ratings reflect Emdeon's 'highly leveraged' financial risk
profile and its 'weak' business risk profile," said Standard &
Poor's credit analyst Andrew Chang. "We calculate the pro forma
leverage, adjusted for the $80 million of incremental debt and
operating leases, at near 7x, which we consider high for the
rating."

"We expect the company to reduce leverage in the intermediate term
through modest EBITDA expansion and debt repayments," added Mr.
Chang.

"The stable outlook reflects our expectation that operating trends
will remain positive as a result of its highly recurring revenue
and broad customer base and that Emdeon will maintain adjusted
leverage at or below current levels. We would consider an upgrade
if the company can maintain its revenue growth and stable margins
over time, such that adjusted leverage declines to near the 5x
range."


EMERALD PERFORMANCE: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' preliminary
corporate credit rating to Emerald. The outlook is stable.

"At the same time, we are assigning a 'B' preliminary issue-level
rating (same as the preliminary corporate credit rating) and a '3'
preliminary recovery rating to Emerald Performance Materials LLC's
proposed $270 million term loan B due 2018. The recovery rating
indicates our expectation of meaningful recovery (50% to 70%) in
the event of a payment default. The ratings are based on
preliminary terms and conditions of the facilities," S&P said.

"The company plans to use proceeds from the proposed $270 million
term loan B facility and about $8 million in cash to refinance
about $253 million in existing first-lien debt, repay about $14
million in revolver borrowings, and the remaining for transaction
fees and expenses. Emerald will also be refinancing its $75
million asset-based revolving credit facility and extending the
maturities on its $188 million second-lien term loans as part of
this transaction," S&P said.

"The ratings on Emerald reflect its highly leveraged financial
risk profile and weak business risk profile incorporating
respectable positions in niche products, decent margins, and good
customer and geographic diversity," said Standard & Poor's credit
analyst Henry Fukuchi. "The ratings also reflect adequate
liquidity and gradually improving operating trends, which should
support the financial risk profile in the next few years.
Offsetting these factors are financial policy concerns that
include the risk of additional sponsor dividends, narrow focus of
its products, limited track record since its DSM Special Products
acquisition in 2010, potential risk of operational challenges, and
exposure to some highly cyclical end markets related to
automotive, tires, coatings and adhesives," S&P said.

"After the completion of the transaction and based on our 2012
scenario forecasts, we expect credit metrics to be consistent with
a highly leveraged financial risk profile, with funds from
operations (FFO) to total adjusted debt of about 10% and total
adjusted debt to EBITDA of about 5x. We expect modest improvement
in leverage metrics reflecting gradually improving operating
trends. We also expect that management will approach growth
prudently but recognize that financial policy decisions, including
potential dividends, may limit the prospects for sustained
improvement to the financial profile. For the current ratings, we
expect FFO to total adjusted debt to be 10%-15% and total adjusted
debt to EBITDA to remain about 5x," S&P said.

"With annual revenues of about $665 million, Emerald manufactures
specialty ingredients and additives to enhance the performance,
appeal, and processing of a broad range of industrial and consumer
products. These include the preservatives, flavors and fragrances,
and flexibility-enhancing agents in food, cosmetics, personal care
and household products; pigments and dyes used in food, textiles
and paper; performance- and flexibility-enhancing modifiers in
coatings, composites, and rubbers; and polymer additives to
improve durability in rubber, lubricants, and plastics. These
businesses benefit from relatively stable end markets (food and
beverages, household products, personal care, and pharma),
collaboration with customers in product formulations, and
opportunities to participate in related high growth product
categories. For example, Emerald is currently investing in benzoic
acid-based plasticizers as a potential replacement for phthalate-
based products, which should support increased growth and
profitability," S&P said.

"As a result of these types of investments and ongoing innovations
of new products, we expect favorable operating trends in the next
few years. Although near-term prospects are favorable, earnings
and cash flow will weaken during periods of depressed demand for
the company's products exposed to cyclical end markets. About 33%
of the company's sales are exposed to cyclical markets related to
adhesives, tires, coatings, and automotive," S&P said.

"Emerald's products are important inputs in end-customer
applications because they are typically an essential element to
the quality of the finished product. Its products are often
specified ingredients in customer formulations and products, which
offers the company some protection from competitive products. The
breadth of product offerings within its niche segments are an
added competitive advantage and helps the company attain a
relatively high market share (it is No. 1 in most of its markets).
Large investments are required by potential newcomers to compete
in relatively small markets and unique chemistries and
technologies. We expect this entry barrier will continue to
support Emerald's market positions. Both customer diversity and
geographic diversity are good with no customer representing more
than 5% of total sales and about 41% of sales generated outside
North America," S&P said.

"About half of its sales volume have raw material pass-through
provisions, which has somewhat mitigated margin compression during
periods of high raw material cost volatility. Emerald's EBITDA
margins for the past few years have been in the low- to mid-teens
percentage area, reflecting the company's ability to manage raw
material cost fluctuations effectively. However, overall
profitability could weaken if substitution becomes an overriding
factor related to the specialties chemical segment's commoditized
products. Although Emerald has mitigated these negative trends
through investments in higher margin products, cost reductions,
and regulatory and compliance hurdles for competitors in the
recent past, we expect this segment will remain vulnerable to this
risk in the near term. We also expect profitability could weaken
as a result of unforeseen operational challenges (for example, the
lock-out at its Henry, Ill., facility). If another unforeseen
business challenge like this were to occur, it could materially
pressure margins and profitability. Despite these factors and our
expectation for ongoing raw material cost volatility, some pricing
pressures consistent with competitive markets, and a slow economic
improvement, we expect Emerald to maintain EBITDA margins in the
low- to mid-teens percentage area in the next few years," S&P
said.

"The outlook is stable. Although we expect Emerald to remain
highly leveraged, the ratings are supported by the company's niche
positions in key specialty chemicals and our expectation of
adequate liquidity. We expect any modest-size acquisitions to be
integrated smoothly," S&P said.

"Despite our expectation for gradually improving operating trends,
credit metrics could weaken if financial policy decisions related
to acquisitions or dividends weaken the financial profile. We
could lower the ratings if such a transaction is material enough
or deterioration in operating conditions, including working
capital management or cash flow generation, is lower than our
expectations," S&P said.

"Based on the downside scenario we are forecasting, we could lower
the ratings if operating margins weaken by more than 2%, or if
volumes decline 15% or more from current levels. In our downside
scenario, total adjusted debt to EBITDA would deteriorate to about
6x and FFO to total adjusted debt would decrease to about 5%. We
may also lower the ratings if unexpected cash outlays or business
challenges reduce the company's liquidity position, or if covenant
cushions tighten to less than 10%," S&P said.

"Although we do not expect to do so, we could raise the rating
slightly if profitability continues to improve while liquidity
remains healthy. We could raise the ratings if FFO to total
adjusted debt remains above 15% through a business cycle and
prospects remain stable over time. This would also require an
understanding that financial policies would be supportive of a
higher rating," S&P said.


ENERGY CONVERSION: Extends Auction Date to May 8
------------------------------------------------
Energy Conversion Devices, Inc., and United Solar Ovonic LLC have
extended the auction date for the going concern sale of USO to
10:00 a.m. (Eastern Time) on May 8, 2012.  This sale process is
being conducted by ECD and USO under bankruptcy proceedings
commenced under Chapter 11 in the U.S. Bankruptcy Court for the
Eastern District of Michigan.  The auction was previously
scheduled for 10:00 a.m. (Eastern Time) on April 24, 2012.

Cassandra Sweet, writing for Dow Jones Newswires, notes it was
unclear what price ECD might fetch at its auction, for which bids
were originally due earlier this month.  A telephone call to the
company wasn't immediately returned.

Dow Jones says company executives told a bankruptcy court in
Detroit earlier this month the auction might not bring in enough
proceeds to pay off the company's $249 million in debt and likely
won't be enough to pay shareholders.

A group of shareholders hoping to recover money from the auction
had asked a bankruptcy judge to allow it to form an official
committee with lawyers and expenses paid for by the company.

The company had estimated in court papers that it was worth $986
million, based on nearly $800 million of investment in the
manufacturing unit. But the company said it was unlikely to
recover that amount from the auction and didn't expect to raise
enough to pay off its debts and pay shareholders.

The Troubled Company Reporter on April 19, 2012, citing a report
by Garret Ellison at mlive.com, said Salamon Group has offered
about $2.5 million to acquire United Solar Ovonic.  According to
the report, Salamon is offering up to 5 million shares in their
company in exchange for all shares of bankrupt flexible solar
panel maker Energy Conversion Devices.  The offer amounts to about
$2.5 million based on Salamon's 49 cents per share mid-day trading
price on April 17.

                      About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan, and has been a pioneer in materials science and
renewable energy technology development.  The company has been
awarded over 500 U.S. patents and international counterparts for
its achievements.  ECD's United Solar wholly owned subsidiary has
been a global leader in building-integrated and rooftop
photovoltaics for over 25 years.  The company manufactures, sells
and installs thin-film solar laminates that convert sunlight to
clean, renewable energy using proprietary technology.

Energy Conversion Devices filed for Chapter 11 relief (Bankr. E.D.
Mich. Case No. 12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker
presides over the case.  Aaron M. Silver, Esq., Judy B. Calton,
Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz &
Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel.
The Debtor estimated assets and debts of between $100 million and
$500 million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.
Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated  Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).


ENERGY CONVERSION: Court OKs Foley & Lardner as Committee Counsel
-----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Energy Conversion Devices' official committee of unsecured
creditors' motion to retain Foley & Lardner as counsel.

As reported in the Troubled Company Reporter on March 23, 2012,
the Official Committee of Unsecured Creditors asked the U.S.
Bankruptcy Court for the Eastern District of Michigan for
permission to retain Foley & Lardner at these rates:

         Judy A. O'Neill, partner       $595
         John A. Simon, partner         $485
         Adam J. Wienner, associate     $340
         Tamar N. Dolcourt, associate   $280
         Veronica Crabtree, paralegal   $200

                       About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

Energy Conversion Devices filed for Chapter 11 relief (Bankr. E.D.
Mich. Case No. 12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker
presides over the case.  Aaron M. Silver, Esq., Judy B. Calton,
Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz &
Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel.
The Debtor estimated assets and debts of between $100 million and
$500 million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.
Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated  Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169.


FLINTKOTE COMPANY: Plan Filing Exclusivity Extended to Aug. 31
--------------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware extended, at the behest of The Flintkote
Company and Flintkote Mines Limited, the exclusive periods to file
a Chapter 11 plan until Aug. 31, 2012, and solicit votes on that
plan until Oct. 31, 2012.

The Official Committee of Asbestos Personal Injury Claimants and
the legal representative of future asbestos claimants supported
the extension of the exclusive periods.

The Debtors filed an amended joint plan of reorganization in
respect of the Debtors dated July 17, 2009 (as further modified on
Aug. 5, 2010, Aug. 31, 2011, Nov. 16, 2011, and as may be further
modified in the future), along with a supplemental document
describing the minor modifications embodied under the Modified
Amended Plan.  The Court approved that supplemental disclosure
document on July 30, 2009.

The Modified Amended Plan was accepted by majority of all the
classes of creditors and asbestos claimants, including nearly 95%
of the Asbestos Personal Injury Claimants.  The trial on
confirmation of the Modified Amended Plan was held on
Oct. 25-26, 2010, Sept. 12-13, 2011, and Sept. 19, 2011.

The Modified Amended Plan has now been accepted by all classes of
creditors and claimants, including the vast majority of Asbestos
Personal Injury Claimants.  "Preserving exclusivity at this
crucial point in the plan process is necessary to further one of
the principal goals of the Chapter 11 process -- the successful
rehabilitation of a debtor through a consensual plan of
reorganization," the Debtors stated.

Collectively, the Debtors are defendants in over 157,000 asbestos-
related personal injury claims pending in various jurisdictions
and an unknown number of future asbestos-related personal injury
claims.  The Debtors' current and future liability for Asbestos
Personal Injury Claims is estimated to exceed $3 billion.  The
Plan proposes establishing a section 524(g) trust to fairly and
equitably address and resolve the large number and amount of
Asbestos Personal Injury Claims.

The Debtors successfully negotiated and formulated the Modified
Amended Plan with the Asbestos Claimants Committee and Future
Claimants Representative.  The Debtors are in the process of
resolving certain non-asbestos-related claims filed against their
estates and, in this regard, have made significant progress in
negotiating remediation and entering into settlement agreements
with various environmental claimants.  The Debtors are also
continuing in their efforts to negotiate "buy-out" arrangements
with their remaining insurers.

After extensive negotiations, the Debtors reached settlements with
Aviva Insurance Company of Canada, Brittany Insurance Company
Ltd., and certain London Market Companies.  As a result of these
stipulations, only Imperial Tobacco Canada Limited continues to
press objections to confirmation of the Modified Amended Plan.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

When Flintkote Company filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.

No request has been made for the appointment of a trustee or
examiner in the Debtors' cases.


FRED HILL: Files for Chapter 7; To Halt Operations Thursday
-----------------------------------------------------------
Megan Stephenson at North Kistap Herald reports that Fred Hill
Materials has filed for Chapter 7 bankruptcy, and will close as of
Thursday.

According to the report, the company first hit financial trouble
in 2009, when it sold its sand and gravel mining operation at
Shine Pit, between Port Ludlow and Port Townsend, in Washington,
to Auburn-based Miles Sand and Gravel.  The company then filed for
reorganization under Chapter 11 bankruptcy in February 2010.
Offices remained open while the company restructured its finances.
Forms filed at the time indicated the change in Shine ownership
allowed the company to reduce its debt and allowed it to focus on
its "core business" as a concrete supplier.  Forms filed with U.S.
Bankruptcy Court for the Western District of Washington in 2010
showed $8.6 million in assets and $5.3 million in liabilities.
18 jobs were lost, leaving 100 employees.

The report says, between filing for bankruptcy in 2010 and March
2011, Fred Hill Materials' largest debtor, Western Conference
Teamsters Pension Trust, said the company had not made any of its
payments -- more than $480,000 in delinquent trust fund
contributions, liquidated damages, interest, and attorney's fees
and costs.  The court began proceedings to convert the company's
Chapter 11 bankruptcy to Chapter 7 in March 2011.

The report says the Chapter 7 filing indicated that the financial
projections to pay the company's debts were based upon "very
conservative concrete volumes going forward, with only modest
increases in future years.

The report, citing court documents, says Fred Hill Materials had
attempted to sell part of the operating assets to a buyer, who was
not disclosed.  " . . . Despite the best efforts of all involved,
the parties have been unable to come up with a transaction that
was acceptable to the buyer."

Fred Hill Materials is located at 3231 NE Totten Road, was founded
in 1946 and is currently run by the founder's grandsons -- Alex
Hill, president, and Adam Hill, vice president.  The company
produced and delivered concrete to residential, commercial and
military customers in the West Sound area.


FRIENDLY ICE CREAM: Court Sets Confirmation Hearing for June 5
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on June 5, 2012, at 12:00 p.m., to consider the
confirmation of Friendly Ice Cream Corp.'s First Amended Plan of
Liquidation.

The Court fixed May 25, at 4:00 p.m., as the deadline for (i)
filing ballots accepting or rejecting the Plan, and (ii)
objections to the confirmation of the Plan.

Additionally, the Court set June 1 as the deadline for the Debtors
to submit a (a) brief in support of the confirmation of the Plan
if they choose to file one; and (b) summary of the tabulation of
ballots received with respect to the Plan.

The bankruptcy judge approved the disclosure statement on April
20.

Bloomberg News' Bill Rochelle relates that according to the
explanatory disclosure statement, unsecured creditors and the
Pension Benefit Guaranty Corp. are expected to recover between
1.6% and 3.2%.  The plan is based in part on a settlement where
Sun Capital Partners will receive a release of claims in return
for reducing its $279 million second-lien claim to $50 million and
subordinating the remaining secured claim. Without concessions
from Boca Raton, Florida-based Sun Capital, the disclosure
statement shows unsecured creditors would have received nothing.
Sun also agreed to make $2.75 million available for creditors.

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

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Friendly's is one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.

A Sun Capital affiliate, Sundae Group Holdings, offered to pay
about $120 million for the business.  The price includes enough
cash to pay first-lien debt and an amount of cash for unsecured
creditors to be negotiated with the official creditors' committee.
Aside from cash, Sun Capital made a credit bid from the $267.7
million in second-lien, pay-in-kind notes.  On Dec. 29, 2011, the
Bankruptcy Court entered an order approving the sale to Sundae
Group.  The sale closed on Jan. 9, 2012.

On Jan. 17, 2012, the Bankruptcy Court entered an order approving
name changes for the Friendly's Debtors: (a) Friendly Ice Cream
Corporation to Amicus Wind Down Corporation; (b) Friendly's
Restaurants Franchise, LLC to Amicus Restaurants Franchise Wind
Down, LLC; (c) Friendly's Realty I, LLC to Amicus Realty I Wind
Down, LLC; (d) Friendly's Realty II, LLC to Amicus Realty II Wind
Down, LLC; and (e) Friendly's Realty III, LLC to Amicus Realty III
Wind Down, LLC.

Friendly's was one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.


FRIENDLY ICE CREAM: Has Until May 31 to Decide on Store Leases
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended until May 31, 2012, Friendly Ice Cream Corp.'s time to
assume and assign several store leases and contracts.

As reported in the Troubled Company Reporter on April 12, 2012,
the Court also extended until May 31, the Debtor's deadline to
assume or reject unexpired leases of non-residential real property
in respect of unexpired leases for which the Debtors have obtained
prior written consent of the landlord counterparty thereto, and
for authority to enter into written consents with landlords for
similar extensions of the deadline to assume or reject unexpired
those leases.

On Jan. 9, 2012, the Debtors closed a sale of substantially all of
their assets and are now in the process of seeking to wind down
their estates.  As of the Sale closing, there remained several
hundred unexpired leases of nonresidential real property that were
neither rejected nor assumed and assigned.  Although the Debtors,
the asset purchaser, and third-parties have been working
tirelessly since the sale closing to reject or assume and assign
such Leases, the Debtors said the parties may not be able to make
definitive decisions regarding the disposition of the remaining
Leases by May 1, 2012, pursuant to the sale order, due to the
sheer volume of contracts and leases to which the Debtors are
counterparties.  As a result, the Debtors and the Purchaser have
been, and continue to be, in discussions with landlord
counterparties regarding a consensual 30-day extension, to May 31,
2012, for the rejection or assumption and assignment of the
remaining unexpired Leases.

In this relation, the Court approved the amendment to the
paragraph 22 of the sale order, providing that:

     The time within which the Debtors must assume or reject the
contracts and leases is extended (i) until May 1, 2012, for any
unexpired leases of nonresidential real property under which the
Debtors are the lessee; and (ii) to the maximum extent allowable
under the Bankruptcy Code for all other unexpired leases and
unexpired executory contracts; provided however, that in
resolution of the objection filed by AGNL Ice Cream, DST to the
extension sought by the Debtors' under Section 365(d)(4)(B) of the
Bankruptcy Code, noting in the order nor on the record at the sale
hearing will prejudice the rights of AGNL to seek, upon notice and
motion, an earlier deadline for assumption of rejection of the
lease agreement, dated April 24, 2007, between AGNL and Friendly
Ice Cream Corporation.

The Court also ordered that nothing in the order will apply to the
unexpired nonresidential real property lease between the Debtors
and Garder Investments, L.L.C., formerly known as Linn Motors,
Inc., and Gardner Real Estate, L.P. for the premises located in
Bernardsville, New Jersey or prejudice the rights of Gardner with
respect to the objection of Gardner Investments, L.L.C. to the
Debtors' motion to assume and assign a certain unsepired lease to
WDH Foods, Inc.

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Friendly's is one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.

A Sun Capital affiliate, Sundae Group Holdings, offered to pay
about $120 million for the business.  The price includes enough
cash to pay first-lien debt and an amount of cash for unsecured
creditors to be negotiated with the official creditors' committee.
Aside from cash, Sun Capital made a credit bid from the $267.7
million in second-lien, pay-in-kind notes.  On Dec. 29, 2011, the
Bankruptcy Court entered an order approving the sale to Sundae
Group.  The sale closed on Jan. 9, 2012.

On Jan. 17, 2012, the Bankruptcy Court entered an order approving
name changes for the Friendly's Debtors: (a) Friendly Ice Cream
Corporation to Amicus Wind Down Corporation; (b) Friendly's
Restaurants Franchise, LLC to Amicus Restaurants Franchise Wind
Down, LLC; (c) Friendly's Realty I, LLC to Amicus Realty I Wind
Down, LLC; (d) Friendly's Realty II, LLC to Amicus Realty II Wind
Down, LLC; and (e) Friendly's Realty III, LLC to Amicus Realty III
Wind Down, LLC.

Friendly's was one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.


GAC STORAGE: Can Use BB&T Cash Collateral Until May 12
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved, on a final basis, a stipulation between GAC Storage
Lansing, LLC, and Branch Banking & Trust Company authorizing the
Debtor to use cash collateral through May 12, 2012, pursuant to a
budget.

The Debtor owed to BB&T for $4.39 million pursuant to Prepetition
Loan Agreements.

The Court directed the Debtor to provide BB&T a second budget
covering the time period from and after May 13, 2012, through
Aug. 18, 2012, which will be subject to the same limitations and
conditions imposed by the Final Order.  The Lender may in its sole
discretion determine whether to continue this Final Order through
the time period covered by the Second Budget.

The Debtor agrees not to incur any administrative expenses greater
than $5,000 without the prior consent of BB&T.

The Lender is granted a valid, perfected and enforceable first-
priority security interest in the Prepetition Collateral and the
proceeds thereof.  In addition to the Replacement Liens, the
Lender is granted an administrative claim under Section 507(b) of
the Bankruptcy Code in the full amount allowable to the extent of
any diminution of the value of its interest in the Cash
Collateral.

                         About GAC Storage

GAC Storage Lansing, LLC, owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois.  The Company filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.
Jay S. Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure,
Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represents the
Debtor as counsel.  Robert M, Fishman, Esq., and Gordon E.
Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson, & Towbin
LLC, in Chicago, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC
("Anza") and San Tan Plaza, LLC ("San Tan," and together with
Anza, the "Related Debtors") under lead case no. 11-40944.


GAC STORAGE: Can Access BoA Cash Collateral Until May 12
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved, on a final basis, a stipulation between GAC Storage
Lansing, LLC, and Bank of America, N.A., authorizing the use of
cash collateral through May 12, 2012, pursuant to a budget.

The Debtor owed to BoA $9.69 million for Prepetition Loan
Documents.

If necessary, the Debtor will provide BoA a second budget covering
the time period from and after May 13, 2012, through July 1, 2012,
which will be subject to the same limitations and conditions
imposed by the Final Order.

The Debtor agrees not to incur any administrative expenses greater
than $5,000 without the prior written consent of the Lender.

The Lender is granted, as adequate protection for any diminution
in the value of the Prepetition Collateral, and the proceeds
thereof, a valid, perfected and enforceable first-priority
security interest in the Prepetition Collateral.  In addition to
the Replacement Liens, the Lender is granted an administrative
claim in the full amount allowable under Section 507(b) of the
Bankruptcy Code.

                         About GAC Storage

GAC Storage Lansing, LLC, owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois.  The Company filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.
Jay S. Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure,
Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represents the
Debtor as counsel.  Robert M, Fishman, Esq., and Gordon E.
Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson, & Towbin
LLC, in Chicago, represents the Debtor as local counsel.  It
estimated $1 million to $10 million in assets and debts.  The
petition was signed by Noam Schwartz, secretary and treasurer of
EBM Mgmt Servs, Inc., manager of GAC Storage, LLC.

The Debtors' cases are being jointly administered along with the
Chapter 11 cases of The Makena Great American Anza Company, LLC
("Anza") and San Tan Plaza, LLC ("San Tan," and together with
Anza, the "Related Debtors") under lead case no. 11-40944.


GENERAL MARITIME: Modified Plan Confirmation Hearing Set for May 3
------------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court Southern for
the District of New York approved General Maritime Corporation, et
al.'s Notice of Plan Modifications; and that they are not required
to resolicit creditors on account of the modifications and that
prior acceptances of the Original Plan will be deemed acceptances
of the Modified Plan.

Pursuant to Section 1127(f) of the Bankruptcy Code, the Debtors
are authorized to modify the Original Plan with the Plan
Modifications, and the Modified Plan will become the Plan.

The Court will convene a hearing on May 3, 2012, at 11:00 a.m.
(prevailing Eastern Time), to consider the confirmation of the
Debtors' Modified Plan.  Objections, if any, are due April 23, at
4:00 p.m.  The Debtors will file any consolidated reply to any
objections to the Modified Plan no later than April 30, at
4:00 p.m.

Ballots accepting or rejecting the Plan are due April 25, at
5:00 p.m.

As reported in the April 2, 2012 edition of the Troubled Company
Reporter, holders of allowed unsecured claims will share in $6
million in cash, warrants exercisable for up to 3% of the equity
in the reorganized Company, and 2% of the equity in the
reorganized Company, increasing their estimated recovery from
0.75% to 1.88% under the original plan to approximately 5.41%
under the revised plan.

Through the revised plan, (i) the Debtors' financial debt will be
reduced by approximately $600 million, (ii) the Debtors' cash
interest expense will be reduced by approximately $42 million
annually, and (iii) the Debtors will receive a new capital
infusion of approximately $175 million from affiliates of Oaktree
Capital Management LP.  Oaktree will convert $175 million of
secured debt into 98% of the new equity.  The rights offering
contemplated in the prior version of the plan will no longer be
implemented.

A copy of the Second Amended Chapter 11 Plan of Reorganization,
filed with the Bankruptcy Court on March 26, 2012, is available at
no charge at http://is.gd/mpfOoZ

                       About General Maritime

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

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

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

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

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

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

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

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


GENERAL MARITIME: Approved to Enter into Plan Support Agreement
---------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court Southern for
the District of New York authorized General Maritime Corporation,
et al., to enter into the Plan Support Agreement.

As reported in the Troubled Company Reporter on April 2, 2012,
prior to the Petition Date, the Debtors and holders of in excess
of 66-2/3% of the outstanding indebtedness under the (i)
Prepetition 2011 Facility; (ii) Prepetition 2010 Facility; and
(iii) OCM Facility, entered into a restructuring support agreement
that outlined the terms of a Plan of Reorganization.  The
Restructuring Support Agreement was a major accomplishment,
however, as of the Petition Date, the Debtors did not have the
support of their major unsecured creditor constituents, including
holders of the Senior Notes.

After several months of negotiations, the Debtors have obtained
the support of both the Official Committee of Unsecured Creditors
and holders of more than 40% of the Senior Notes on the terms of
their Plan (the Global Settlement), as memorialized in the Plan
Support Agreement entered into between the Debtors, the Creditors
Committee, holders of more than 40% of the Senior Notes, and the
OCM Facility Lenders.

In addition, the DIP Lenders and holders of more than 66-2/3% in
amount of the Prepetition Senior Facilities have also expressed
their support for the Global Settlement and have informed the
Debtors of their intention to file a pleading in support of the
Modified Plan, indicating that the Modified Plan constitutes an
Acceptable Plan as defined in the DIP Credit Agreement.

To facilitate the implementation of the agreed-upon restructuring,
the parties have agreed to these key documents: (i) the Second
Amended Joint Plan of Reorganization of the Debtors Under Chapter
11 of the Bankruptcy Code; (ii) the Plan Support Agreement between
the Debtors, the OCM Facility Lenders, the Creditors Committee,
and the holders of approximately 40% of the Senior Notes; and
(iii) an amendment to the Equity Purchase Agreement among the
Debtors and the Oaktree Plan Sponsors governing the terms of the
New Equity Investment

The purpose of the Global Settlement is to restructure the
Debtors' liabilities, maximize the recovery to all stakeholders,
enhance the financial viability of the Reorganized Debtors, and
avoid the costs and risks associated with a contested confirmation
process on the Original Plan.

The Modified Plan provides that:

   x) the Prepetition Senior Lenders will continue to provide exit
financing to the Reorganized Debtors through the refinancing of
the Prepetition Senior Facilities into the New Senior Facilities;

   y) the OCM Facility Lenders and the Oaktree Plan Sponsors will
receive 98% of the Reorganized Debtors' equity on account of (i)
the OCM Facility Secured Claim (stipulated at $175 million), (ii)
the $175 million New Equity Investment, and (iii) the Commitment
Fee GMR Common Stock; and

   z) holders of the Debtors' general unsecured claims against the
Guarantor Debtors, including claims arising under the $300 million
in Senior Notes, will share pro rata in (i) $6 million cash, (ii)
2% of the Reorganized Debtors' equity, and (iii) warrants to
purchase up to 3% additional equity of the Reorganized Debtors.

As a result of the Modified Plan, (i) the Debtors' financial debt
will be reduced by approximately $600 million, (ii) the Debtors'
cash interest expense will be reduced by approximately $42 million
annually, and (iii) the Debtors will receive a new capital
infusion of approximately $175 million from the Oaktree Plan
Sponsors.

A full-text copy of the PSA is available for free at:

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

                       About General Maritime

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

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

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

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

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

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

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

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


GFI GROUP: S&P Lowers Issuer Credit Rating to 'BB+'; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit and
senior unsecured ratings on GFI Group Inc. to 'BB+' from 'BBB-'.
The outlook on the issuer credit rating is negative. "Standard &
Poor's also said that it removed the ratings from CreditWatch,
where they were placed with negative implications on Jan. 27,
2012," S&P said.

The ratings on GFI reflect the company's position as a small firm
in the intensely competitive, low-margin, and relatively narrow
institutional agency brokerage business. The company relies on
market-dependent trading volumes to generate revenues.

"The rating actions reflect our view of GFI's generally accepted
accounting principles (GAAP) profits and voice brokerage revenues,
which are under pressure due to factors such as lower industry-
wide trading volumes," said Standard & Poor's credit analyst
Kenneth Frey. "Trading volumes have declined primarily due to the
volatile and unpredictable capital markets--most notably since the
beginning of the European credit crisis last summer. This
situation has resulted in reduced investor risk appetite and
reduced trading at large market-making investment banks."

"GFI's credit measures were weak as of Dec. 31, 2011, with GAAP
EBITDA (not adjusted for noncash compensation expenses) margins at
a modest 6.4%, interest coverage at 3.1x (pro forma for the senior
notes' issuance), and debt to EBITDA at 3.9x. In fourth-quarter
2011, GFI took a $19.7 million restructuring charge, which hurt
the annual results. Nevertheless, we believe that the company
could incur further charges in coming years as it continues to
restructure in rapidly changing business and regulatory
conditions. Consequently, we view these charges as recurring and
not as one-time items. In addition, we don't make adjustments to
EBITDA for noncash compensation expenses, consistent with our
belief that stock buybacks will match noncash compensation expense
over time, and as allowed by bank covenants," S&P said.

"The negative outlook reflects our view that GFI will have
difficulties improving its credit measures in competitive and
volatile trading conditions," said Mr. Frey. "We could lower the
ratings if GFI fails to improve its credit measures over the next
12 months.' We expect the firm's EBITDA margins to approach 12%,
its EBITDA to interest to then improve to 5.0x, and its debt to
EBITDA to decrease to about 2.0x. We could revise the outlook to
stable if GFI meets our credit measure expectations and if
business conditions stabilize," S&P said.


GREY OAKS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
StarTribune reports that Grey Oaks Inc., at 15550 Linnet St. NW.,
Andover, Minnesota, filed on April 17, 2012, for Chapter 11
protection  (Case No. 12-42242).  The Company has yet to its
schedules.  Gerald G. Windschitl is the Company's president.


GROUP 1 AUTOMOTIVE: S&P Raises Corporate Credit Rating to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its corporate credit
rating on Houston-based Group 1 Automotive Inc. to 'BB' from
'BB-'. "We also raised our senior unsecured rating to 'B+' from
'B'; the recovery rating remains '6', indicating our expectation
that lenders would receive negligible (0 to 10%) recovery in the
event of a payment default. The rating outlook is stable," S&P
said.

"The ratings on Group 1 reflect its 'fair' business risk profile
and 'significant' financial risk profile," S&P said.

"Group 1 is one of several large consolidators in the highly
competitive and very fragmented U.S. auto retailing industry; we
assume new-vehicle sales in the U.S. will continue to recover in
2012 and 2013 and that Group 1's financial policy will enable it
to maintain leverage around current levels by balancing the use of
cash for acquisitions and capital spending," said Standard &
Poor's credit analyst Nancy Messer. "We expect the company to fund
its acquisition activity using a combination of free cash flow and
mortgage financing. Still, we also assume the company forgoes
acquisitions if EBITDA and cash flow weaken."

"Group 1's new-vehicle unit sales occur mostly in Texas and
Oklahoma (44%), California (14%), and Massachusetts (11%),
according to 2011 information, and economic conditions vary in
these regions. Group 1 also had dealerships in the U.K. that
accounted for 5% of new-vehicle retail units sold in 2011, and
this market is much weaker than in the U.S. Group 1's new vehicle
sales are heavily weighted toward three manufacturers--Toyota
Motor Corp., Honda Motor Co. Ltd., and Nissan Motor Co. Ltd.--
which together accounted for 54% of Group 1's U.S. new-vehicle
sales in 2011. We expect this Japanese brand concentration will
rise somewhat in 2012 as these brands recover from the inventory
shortfall precipitated by the 2011 earthquake and tsunami."

"We view Group 1's business risk profile as fair because we expect
its resilient business model, with its diverse revenue stream and
variable cost structure, to support continued good profitability
in the next two years. High-margin revenue generated by its parts
and service (P&S) operations--44% of total gross profit in 2011--
is relatively stable compared with vehicle sales revenue, which
can be volatile. We expect the P&S business to provide a revenue
and margin cushion for Group 1, should there be a double-dip
recession: This is what happened during the last recession, when
same-store vehicle unit sales declined and showed margin pressure
from weak pricing," S&P said.


HARTFORD COMPUTER: Can Hire Blake Cassels as Canadian Tax Counsel
-----------------------------------------------------------------
Hartford Computer Hardware, Inc., et al., sought and obtained
authorization from the Hon. Pamela S. Hollis of the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Blake, Cassels & Graydon LLP as special Canadian tax counsel for
the Debtors, effective as of the Petition Date.

Blakes Cassels will:

           a. advise the Debtors with respect to all Canadian tax
              and tax related matters involving the Debtors and
              the Debtors' bankruptcy estates, including in regard
              to any asset sale, restructuring, and any liability
              or refund that may be due by or to the Debtors;

           b. advise and assist the Debtors in the negotiation and
              documentation of, all papers necessary under the
              Companies' Creditors Arrangement Act, Bankruptcy
              Insolvency Act or the Bankruptcy Code; and

           c. perform other legal services for and on behalf of
              the Debtors that may be necessary or appropriate in
              the Debtors' recognition proceeding or Chapter 11
              cases.

Blakes Cassels will be compensated in these hourly rates:

              Greg Kanargelids     C$685 for 2011 & C$700 for 2012
              Bryan Bailey         C$700 for 2011 & C$725 for 2012
              Andrew Spiro         C$545 for 2011 & C$585 for 2012
              Barbara Mazur        C$320 for 2011 & C$370 for 2012
              Nancy Thompson       C$275 for 2011 & C$280 for 2012

Greg Kanargelidis, Esq., a partner at Blake Cassels, attested to
the Court that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

The Debtors also sought and obtained the Court's permission to
retain Katten Muchin Rosenman LLP with respect to the Debtors'
Chapter 11 cases.  Because of the limited nature of the services
to be provided by Blakes Cassels, it will not duplicate the
services that Katten Muchin may provide to the Debtors.  Blakes
Cassels and Katten Muchin have and will continue to function
cohesively to ensure that legal services provided to the Debtors
by each firm are not duplicative.

                      About Harford Computer

Schaumburg, Illinois-based Hartford Computer Hardware Inc. and its
affiliated entities are one of the leading providers of repair and
installation services in North America for consumer electronics
and computers.  Hartford Computer Hardware operates in three
complementary business lines: parts distribution and repair, depot
repair, and onsite repair and installation.  Products serviced
include laptop and desktop computers, commercial computer systems,
flat-screen television, consumer gaming units, printers,
interactive whiteboards, peripherals, servers, POS devices, and
other electronic devices.  Hartford Computer Hardware, though all
U.S. companies, operates a significant portion of their business
in Markham, Ontario, Canada.

Hartford Computer Hardware and three units filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Lead Case No. 11-49744) on Dec. 12,
2011.  The affiliates are Hartford Computer Group Inc. (Case No.
11-49750); Hartford Computer Government Inc. (Case No. 11-49752)
and Nexicore Services LLC (Case No. 11-49754).  Judge Pamela S.
Hollis oversees the case.  John P. Sieger, Esq., Paige E. Barr,
Esq., and Peter A. Siddiqui, Esq. -- john.sieger@kattenlaw.com ,
paige.barr@kattenlaw.com and peter.siddiqui@kattenlaw.com -- at
Katten Muchin Rosenman LLP, serve as the Debtors' counsel.  The
Debtors' investment banker is Paragon Capital Partners, LLC; the
special counsel is Thornton Grout Finnigan LLP; and the notice and
claims agent is Kurtzman Carson Consultants LLC.  In its
schedules, Hartford Computer disclosed $19,013,862 in total assets
and $72,984,394 in total liabilities.  The petitions were signed
by Brian Mittman, chief executive officer.

Hartford Computer Hardware Inc. obtained Court permission to act
as the foreign representative of the Debtors in Canada in order to
seek recognition of the Chapter 11 case on the Debtors' behalf,
and request the Ontario Superior Court of Justice (Commercial
List) to lend assistance to the Bankruptcy Court in protecting the
Debtors' property.

Avnet Inc., proposed buyer for Nexicore and HCG, is represented by
Frank M. Placenti, Esq., at Squire, Sanders & Dempsey L.L.P.
Delaware Street, the DIP lender, is represented in the case by
Landon S. Raiford, Esq., and Michael S. Terrien, Esq., at Jenner &
Block.   Matthew J. Botica, Esq., and Nancy G. Everett, Esq., at
Winston & Strawn LLP, argue for lenders ARG Investments, Enable
Systems, Inc., MRR Venture LLC, SKM Equity Fund II, L.P. and SKM
Investment Fund II.

No trustee, examiner or committee has been appointed in these
Chapter 11 cases.


HARTFORD COMPUTER: Has Nod to Hire Katten Muchin as Ch 11 Counsel
-----------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois has granted Hartford Computer
Hardware Inc. authorization to employ Katten Muchin Rosenman LLP
as Chapter 11 counsel.

The Troubled Company Reporter reported on Jan. 4, 2012, that
starting in December 2007, Katten Muchin represented the Debtors
as general corporate counsel and in connection with various
matters, including corporate governance issues, restructuring and
work-out issues, negotiations with their senior lender and other
long-term debt holders, and, at times, certain litigation matters.

                      About Harford Computer

Schaumburg, Illinois-based Hartford Computer Hardware Inc. and its
affiliated entities are one of the leading providers of repair and
installation services in North America for consumer electronics
and computers.  Hartford Computer Hardware operates in three
complementary business lines: parts distribution and repair, depot
repair, and onsite repair and installation.  Products serviced
include laptop and desktop computers, commercial computer systems,
flat-screen television, consumer gaming units, printers,
interactive whiteboards, peripherals, servers, POS devices, and
other electronic devices.  Hartford Computer Hardware, though all
U.S. companies, operates a significant portion of their business
in Markham, Ontario, Canada.

Hartford Computer Hardware and three units filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Lead Case No. 11-49744) on Dec. 12,
2011.  The affiliates are Hartford Computer Group Inc. (Case No.
11-49750); Hartford Computer Government Inc. (Case No. 11-49752)
and Nexicore Services LLC (Case No. 11-49754).  Judge Pamela S.
Hollis oversees the case.  John P. Sieger, Esq., Paige E. Barr,
Esq., and Peter A. Siddiqui, Esq. -- john.sieger@kattenlaw.com ,
paige.barr@kattenlaw.com and peter.siddiqui@kattenlaw.com -- at
Katten Muchin Rosenman LLP, serve as the Debtors' counsel.  The
Debtors' investment banker is Paragon Capital Partners, LLC; the
special counsel is Thornton Grout Finnigan LLP; and the notice and
claims agent is Kurtzman Carson Consultants LLC.  In its
schedules, Hartford Computer disclosed $19,013,862 in total assets
and $72,984,394 in total liabilities.  The petitions were signed
by Brian Mittman, chief executive officer.

Hartford Computer Hardware Inc. obtained Court permission to act
as the foreign representative of the Debtors in Canada in order to
seek recognition of the Chapter 11 case on the Debtors' behalf,
and request the Ontario Superior Court of Justice (Commercial
List) to lend assistance to the Bankruptcy Court in protecting the
Debtors' property.

Avnet Inc., proposed buyer for Nexicore and HCG, is represented by
Frank M. Placenti, Esq., at Squire, Sanders & Dempsey L.L.P.
Delaware Street, the DIP lender, is represented in the case by
Landon S. Raiford, Esq., and Michael S. Terrien, Esq., at Jenner &
Block.   Matthew J. Botica, Esq., and Nancy G. Everett, Esq., at
Winston & Strawn LLP, argue for lenders ARG Investments, Enable
Systems, Inc., MRR Venture LLC, SKM Equity Fund II, L.P. and SKM
Investment Fund II.

No trustee, examiner or committee has been appointed in these
Chapter 11 cases.


HARTFORD COMPUTER: Committee Can Hire Crowe Horwath as Analysts
---------------------------------------------------------------
The Committee of Unsecured Creditors in the Hartford Computer
Hardware, Inc., et al. bankruptcy case sought and obtained
authorization from the Hon. Pamela S. Hollis of the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Crowe Horwath LLP as financial analysts.

Crowe Horwath will, among other things:

           a. conduct business and financial review of the Debtors
              including, but not limited to: their financial
              condition, creditor analysis, and organizational
              structure;

           b. review the Debtors' cash forecast and historical
              financial and operational performance;

           c. develop and quantify alternative recovery strategies
              for unsecured creditors; and

           d. issue written reports, as needed, on findings,
              options, and recommendations.

Crowe Horwath will be paid in these hourly rates:

           Michael Schwarzmann              $375
           Staff                          $85?$170
           Senior Staff                   $90?$260
           Manager                        $95?$240
           Senior Manager                $100?$400
           Other Partners                $400?$595

Michael Schwarzmann, Senior Manager of Crowe Horwath, assured the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      About Harford Computer

Schaumburg, Illinois-based Hartford Computer Hardware Inc. and its
affiliated entities are one of the leading providers of repair and
installation services in North America for consumer electronics
and computers.  Hartford Computer Hardware operates in three
complementary business lines: parts distribution and repair, depot
repair, and onsite repair and installation.  Products serviced
include laptop and desktop computers, commercial computer systems,
flat-screen television, consumer gaming units, printers,
interactive whiteboards, peripherals, servers, POS devices, and
other electronic devices.  Hartford Computer Hardware, though all
U.S. companies, operates a significant portion of their business
in Markham, Ontario, Canada.

Hartford Computer Hardware and three units filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Lead Case No. 11-49744) on Dec. 12,
2011.  The affiliates are Hartford Computer Group Inc. (Case No.
11-49750); Hartford Computer Government Inc. (Case No. 11-49752)
and Nexicore Services LLC (Case No. 11-49754).  Judge Pamela S.
Hollis oversees the case.  John P. Sieger, Esq., Paige E. Barr,
Esq., and Peter A. Siddiqui, Esq. -- john.sieger@kattenlaw.com ,
paige.barr@kattenlaw.com and peter.siddiqui@kattenlaw.com -- at
Katten Muchin Rosenman LLP, serve as the Debtors' counsel.  The
Debtors' investment banker is Paragon Capital Partners, LLC; the
special counsel is Thornton Grout Finnigan LLP; and the notice and
claims agent is Kurtzman Carson Consultants LLC.  In its
schedules, Hartford Computer disclosed $19,013,862 in total assets
and $72,984,394 in total liabilities.  The petitions were signed
by Brian Mittman, chief executive officer.

Hartford Computer Hardware Inc. obtained Court permission to act
as the foreign representative of the Debtors in Canada in order to
seek recognition of the Chapter 11 case on the Debtors' behalf,
and request the Ontario Superior Court of Justice (Commercial
List) to lend assistance to the Bankruptcy Court in protecting the
Debtors' property.

Avnet Inc., proposed buyer for Nexicore and HCG, is represented by
Frank M. Placenti, Esq., at Squire, Sanders & Dempsey L.L.P.
Delaware Street, the DIP lender, is represented in the case by
Landon S. Raiford, Esq., and Michael S. Terrien, Esq., at Jenner &
Block.   Matthew J. Botica, Esq., and Nancy G. Everett, Esq., at
Winston & Strawn LLP, argue for lenders ARG Investments, Enable
Systems, Inc., MRR Venture LLC, SKM Equity Fund II, L.P. and SKM
Investment Fund II.

No trustee, examiner or committee has been appointed in these
Chapter 11 cases.


HARTFORD COMPUTER: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Hartford Computer Hardware, Inc., filed with the U.S. Bankruptcy
Court District for the Northern District of Illinois its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $19,013,862
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $72,157,959
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $48,146
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $778,289
                                 -----------      -----------
        TOTAL                    $19,013,862      $72,984,394

A full-text copy of the schedules is available for free at:

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

                      About Harford Computer

Schaumburg, Illinois-based Hartford Computer Hardware Inc. and its
affiliated entities are one of the leading providers of repair and
installation services in North America for consumer electronics
and computers.  Hartford Computer Hardware operates in three
complementary business lines: parts distribution and repair, depot
repair, and onsite repair and installation.  Products serviced
include laptop and desktop computers, commercial computer systems,
flat-screen television, consumer gaming units, printers,
interactive whiteboards, peripherals, servers, POS devices, and
other electronic devices.  Hartford Computer Hardware, though all
U.S. companies, operates a significant portion of their business
in Markham, Ontario, Canada.

Hartford Computer Hardware and three units filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Lead Case No. 11-49744) on Dec. 12,
2011.  The affiliates are Hartford Computer Group Inc. (Case No.
11-49750); Hartford Computer Government Inc. (Case No. 11-49752)
and Nexicore Services LLC (Case No. 11-49754).  Judge Pamela S.
Hollis oversees the case.  John P. Sieger, Esq., Paige E. Barr,
Esq., and Peter A. Siddiqui, Esq. -- john.sieger@kattenlaw.com ,
paige.barr@kattenlaw.com and peter.siddiqui@kattenlaw.com -- at
Katten Muchin Rosenman LLP, serve as the Debtors' counsel.  The
Debtors' investment banker is Paragon Capital Partners, LLC; the
special counsel is Thornton Grout Finnigan LLP; and the notice and
claims agent is Kurtzman Carson Consultants LLC.  The petitions
were signed by Brian Mittman, chief executive officer.

Hartford Computer Hardware Inc. obtained Court permission to act
as the foreign representative of the Debtors in Canada in order to
seek recognition of the Chapter 11 case on the Debtors' behalf,
and request the Ontario Superior Court of Justice (Commercial
List) to lend assistance to the Bankruptcy Court in protecting the
Debtors' property.

Avnet Inc., proposed buyer for Nexicore and HCG, is represented by
Frank M. Placenti, Esq., at Squire, Sanders & Dempsey L.L.P.
Delaware Street, the DIP lender, is represented in the case by
Landon S. Raiford, Esq., and Michael S. Terrien, Esq., at Jenner &
Block.   Matthew J. Botica, Esq., and Nancy G. Everett, Esq., at
Winston & Strawn LLP, argue for lenders ARG Investments, Enable
Systems, Inc., MRR Venture LLC, SKM Equity Fund II, L.P. and SKM
Investment Fund II.

No trustee, examiner or committee has been appointed in these
Chapter 11 cases.


HEALTHCARE OF FLORENCE: Files for Chapter 11 in Tucson
------------------------------------------------------
Healthcare of Florence, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Ariz. Case No. 12-08547) in Tucson, Arizona,
on April 23, 2012.

The schedules of assets and liabilities, the statement of
financial affairs, and other incomplete filings are due May 7,
2012.

Healthcare of Florence, LLC --
http://www.florencecommunityhealthcare.com-- owns and operates a
full-service community hospital in Florence, Arizona.  The Debtor
estimated assets and debts of $10 million to $50 million.


HEALTHCARE OF FLORENCE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Healthcare of Florence, LLC
        450 W. Adamsville Road
        Florence, AZ 85132

Bankruptcy Case No.: 12-08547

Chapter 11 Petition Date: April 23, 2012

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

Judge: James M. Marlar

Debtor's Counsel: James F. Kahn, Esq.
                  JAMES F. KAHN, P.C.
                  301 E. Bethany Home Road, #C-195
                  Phoenix, AZ 85012
                  Tel: (602) 266-1717
                  Fax: (602) 266-2484
                  E-mail: james.kahn@azbar.org

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

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

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

The petition was signed by Edward McEachern, CEO of Initiatives
Healthcare, LLC, manager of debtor.


HOLDINGS OF EVANS: Can Use Cash Collateral Through May 31
---------------------------------------------------------
The Hon. Susan D. Barrett of the U.S. Bankruptcy Court for the
Southern District of Georgia has authorized Holdings of Evans LLC,
on an interim basis, to use the cash collateral up to May 31,
2012.

As reported by the Troubled Company Reporter on Jan. 6, 2012, the
Court authorized the Debtor to use the cash collateral up to
Feb. 1, 2012.

From the Cash Collateral account, the Debtor will pay the current,
normal, actual, ordinary, and reasonable post-petition expenses of
operating and maintaining the Debtor's business in accordance with
the budget, a copy of which is available for free at:

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

As adequate protection of 2010-1 SFG Venture LLC's interest in the
Cash Collateral, the Debtor will pay all real-property taxes and
insurance when taxes and insurance become due and payable.  To
satisfy this requirement on an ongoing basis, beginning in
November 2011 and continuing on a month-to-month basis thereafter,
the Debtor will forward the monthly amount necessary to timely
make all tax and insurance payments when due to SFG's loan
servicer, Midland Mortgage, on or before the deadline for the
adequate protection payments.

As additional adequate protection for the Debtor's use of the Cash
Collateral, the Debtor will pay to SFG $26,000.00 per month.

The Debtor grants SFG a first priority lien, to the same extent,
validity, and priority as SFG's pre-petition liens, upon all post-
petition property of the Debtor.  SFG is also granted a super-
priority administrative claim.

As additional adequate protection, the Debtor is authorized and
directed to maintain property/casualty insurance coverage at
reasonably adequate levels on all of the Debtor's assets for the
full replacement value and to cause SFG to be named as a "lender
loss payee" on the insurance policy.

The final hearing on the cash collateral motion is on May 31,
2012, at 10:00 a.m. (Eastern).

                      About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, owns an improved real property located at 156 Classic
Road in Athens, Georgia, and is engaged in the business of
operating a hotel commonly known as Candlewood Suites.

Holdings of Evans filed for Chapter 11 bankruptcy (Bankr. S.D. Ga.
Case No. 11-11756) on Sept. 2, 2011.  Judge Samuel L. Kay presides
over the case.  Shepard Plunkett Hamilton Boudreaux LLC serves as
the Debtor's Chapter 11 counsel.  The Debtor disclosed $11,115,538
in assets and $6,784,463 in liabilities as of the Chapter 11
filing.  The petition was signed by GB Sharma, managing member.


INDIANAPOLIS DOWNS: Stipulation Extending Plan Deadline Filed
-------------------------------------------------------------
Indianapolis Downs, LLC, et al., yesterday filed with the U.S.
Bankruptcy Court for the District of Delaware a stipulation
extending the exclusive plan filing period to April 25, 2012, and
the exclusive solicitation period to July 16, 2012.

The Court previously approved a stipulation extending the
exclusive period to file plan until April 24, 2012, and the
exclusive period to solicit acceptances of the plan until July 13,
2012.  Fortress Investment Group LLC, on behalf of itself and
certain funds managed by it and its affiliates that own or hold
the Debtors' 11% senior secured notes due 2012 and the ad hoc
committee of holders of second lien notes have negotiated and
executed a stipulation further extending the exclusive plan filing
period and the exclusive solicitation period.

The Parties have been in talks since January around a consensual
process to resolve the cases.  On March 28, 2012, the Debtors
filed their fourth motion for court order extending the exclusive
periods with the agreement of all of their major constituents,
which resulted in an extension of the exclusive filing period to
April 18, 2012, and the exclusive solicitation period to July 6,
2012.  On April 17, 2012, the Parties agreed to extend the
exclusive filing period to April 20, 2012, and the exclusive
solicitation period through July 9, 2012.  On April 17, 2012, the
Court approved a stipulation of the Parties extending the
exclusive filing period to April 20, 2012, and the exclusive
solicitation period through July 9, 2012.

The Debtors mentioned in their fourth motion for an order
extending the exclusive periods that they, along with Fortress and
the Ad Hoc Second Lien Committee, determined that the best path
forward could be achieved through a process which combines the
marketing of the Debtors' assets for sale with the filing of a
plan of reorganization, the terms of each of which have been
agreed to by the Parties.  The agreed term sheet reflects the
material terms on which they are prepared to support the combined
sale/plan process and are currently finalizing the terms of a
restructuring support agreement that comports with the
restructuring term sheet.

The combined sale/plan process involves the Debtors engaging in a
sale process which would result in a sale of substantially all of
the Debtors' assets and the distribution of the proceeds of the
sale pursuant to a plan of reorganization.

In the event the sale process doesn't result in offers that meet
the agreed level of consideration, the Debtors anticipate they
won't consummate a sale but instead will proceed with a consensual
plan of reorganization supported by Fortress and the Ad Hoc Second
Lien Committee.  The Parties are currently negotiating the sale
and plan documents.  The Parties have agreed to a marketing
process, which started on March 26, 2012, for the sale of the
assets if certain minimum thresholds of consideration are
received.  The Parties have agreed upon a proposed schedule during
which the Debtors will execute the agreed sale/plan process.  The
Debtors anticipate holding a confirmation hearing by Aug. 10,
2012.

The Debtors said that the negotiations of a plan of reorganization
or other exit strategy have been complicated due to these factors:

      (a) the value of the Debtors' businesses was unclear as of
          the Petition Date due to instability in the operations
          and the imposition of an overly burdensome tax scheme
          by the State of Indiana.  The Debtors spent much of the
          first extension of the exclusive periods addressing
          those issues;

      (b) the relationship between the Debtors' creditor
          constituents and the equity owners was complicated and
          filled with suspicion, thus it took constituents much
          of the first extension of the exclusive periods to
          develop a constructive process to allow the Chapter 11
          cases to move forward, toward resolution; and

      (c) the make-up of the Debtors' creditor constituents has
          complicated the reorganization process.  The Ad Hoc
          Second Lien Committee and Fortress have different views
          of both value and an appropriate split of that value
          between them.  This was made more difficult by the fact
          that Fortress holds a blocking position in the Second
          Lien Notes and, therefore, the Ad Hoc Second Lien
          Committee doesn't speak for sufficient holders of
          Second Lien Notes to carry the class under a plan of
          reorganization.

The second extension of the exclusive periods was primarily used
to see if a consensual plan could be reached.  The Debtors have
used the ensuing extensions of the exclusive periods to design and
implement a consensual process designed to bring the cases to a
successful resolution.

Fortress is represented by:

          Young Conaway Stargatt & Taylor, LLP
          Matthew Lunn
          E-mail: mlunn@ycst.com
          Robert Brady
          E-mail:rbrady@ycst.com
          Rodney Square
          1000 N. King Street
          Wilmington, Delaware 19801
          Tel: (302) 571-6600

                 and

          Stroock & Stroock & Lavan LLP
          Kristopher M. Hansen
          E-mail: khansen@stroock.com
          Jayme T. Goldstein
          E-mail: jgoldstein@stroock.com
          180 Maiden Lane
          New York, New York 10038
          Tel: (212) 806-5400

The Ad Hoc Second Lien Committee is represented by:

          Blank Rome LLP
          Stanley B. Tarr
          1201 Market Street, Suite 800
          Wilmington, Delaware 19801
          Telephone: (302) 425-6400
          Fax: (302) 425-6464
          E-mail: Tarr@BlankRome.com

                 and

          Akin Gump Strauss Hauer & Feld LLP
          Ira S. Dizengoff
          One Bryant Park
          New York, New York 10036
          Tel: (212) 872-1000
          Fax: (212) 872-1002
          E-mail: idizengoff@akingump.com

                 and

          Scott L. Alberino
          1333 New Hampshire Avenue, NW
          Washington, DC 20036
          Tel: (202) 887-4000
          Fax: (202) 887-4288
          E-mail: salberino@akingump.com

                     About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375,000,000 on secured notes and $72,649,048 on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INTERMETRO COMMUNICATIONS: D. Marshall Holds 13.7% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, David M. Marshall disclosed that, as of
Dec. 31, 2011, he beneficially owns 9,864,702 shares of common
stock of Intermetro Communications, Inc., representing 13.7% of
the shares outstanding.  A copy of the filing is available for
free at http://is.gd/QbQo5x

                          About Intermetro

Simi Valley, Calif.-based InterMetro Communications, Inc.
-- http://www.intermetro.net/-- is a facilities-based provider of
enhanced voice and data communication services.

The Company's balance sheet at Dec. 31, 2011, showed $2.98 million
in total assets, $16.25 million in total liabilities, and a
$13.27 million total stockholders' deficit.

Gumbiner Savett Inc., in Santa Monica, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred net losses in previous years, and as of Dec. 31, 2011,
the Company had a working capital deficit of approximately
$12,696,000 and a total stockholders' deficit of approximately
$13,274,000.  The Company anticipates that it will not have
sufficient cash flow to fund its operations in the near term and
through fiscal 2012 without the completion of additional
financing.


INTERMETRO COMMUNICATIONS: S. Baradaran Holds 4.4% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Sharyar Baradaran disclosed that, as of
Dec. 31, 2011, he beneficially owns 3,149,753 shares of common
stock of InterMetro Communications, Inc., representing 4.4% of the
shares outstanding.  A copy of the amended filing is available for
free at http://is.gd/bNimtG

                          About Intermetro

Simi Valley, Calif.-based InterMetro Communications, Inc.
-- http://www.intermetro.net/-- is a facilities-based provider of
enhanced voice and data communication services.

The Company's balance sheet at Dec. 31, 2011, showed $2.98 million
in total assets, $16.25 million in total liabilities, and a
$13.27 million total stockholders' deficit.

Gumbiner Savett Inc., in Santa Monica, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred net losses in previous years, and as of Dec. 31, 2011,
the Company had a working capital deficit of approximately
$12,696,000 and a total stockholders' deficit of approximately
$13,274,000.  The Company anticipates that it will not have
sufficient cash flow to fund its operations in the near term and
through fiscal 2012 without the completion of additional
financing.


INTERPUBLIC GROUP: Fitch Holds Rating on Preferred Stock at 'BB+'
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings on the Interpublic Group of
Companies, Inc. (IPG) including its Issuer Default Rating (IDR) at
'BBB'.  The Rating Outlook is Stable.

Fitch has affirmed the following ratings:

IPG

  -- IDR at 'BBB';
  -- Senior unsecured notes (including convertibles) at 'BBB';
  -- Bank credit facility at 'BBB';
  -- Cumulative convertible perpetual preferred stock at 'BB+'.

Rating Rationale:

  -- IPG's rating reflects its position in the industry as one of
     the largest global advertising holding companies, its diverse
     client base, and the company's ample liquidity.

  -- Fitch expects IPG to continue to deliver competitive organic
     revenue growth and is in a good position to continue to grow
     its EBITDA margins and reach competitive levels over the next
     few years.

  -- The ratings reflect Fitch's expectation that IPG will manage
     unadjusted gross leverage at a level below 2.5 times (x).
     During first quarter 2012 (1Q'12), IPG modestly reduced its
     debt balance by redeeming $400 million 4.25% convertible
     notes due 2023 and issuing $250 million 4% senior unsecured
     notes due 2022.  Fitch calculates pro forma year-end
     unadjusted gross leverage at 1.9 times (x).

  -- The rating incorporates Fitch's belief that the company will
     deploy liquidity, including free cash flow (FCF), toward
     share repurchases and acquisitions in a disciplined manner.
     In late February of 2012, IPG announced an additional $300
     million share repurchase authorization and maintained the
     current dividend level.

  -- While advertising is a cyclical industry, Fitch recognizes
     IPG and its global advertising agency holding companies (GHC)
     peers have reduced exposure to U.S. advertising cycles, by
     diversifying into international markets and marketing
     services businesses.  In addition, the risk of revenue
     cyclicality is balanced by the scalable cost structures of
     IPG and the other GHCs.

Key Rating Drivers:

  -- A public commitment by the company to maintain gross
     unadjusted leverage below 2.0x coupled with peer-level EBITDA
     margins could warrant upgrade consideration.

  -- Fitch is comfortable with management's willingness and
     ability to maintain its 'BBB' rating; however, a change in
     the company's posture toward maintaining adequate bondholder
     protection over the near and long term could affect the
     rating negatively.

IPG reported solid results with 2011 full-year revenues up 7.8%
(up 6.1% on an organic basis).  Fitch calculated EBITDA was up
18.6%, with EBITDA margins at 12.7% compared to 11.5% in 2010.
Fitch expects IPG to continue to deliver competitive organic
revenue growth in 2012.  IPG has guided to 3% organic growth,
which incorporates 2% to 3% in organic headwind due to business
losses in 2011.  Also, IPG is in a good position to continue to
grow its EBITDA margins and reach competitive levels over the next
few years.  IPG has guided to an additional 50-basis point
expansion in operating margins for 2012. Fitch believes these
targets are achievable.

Fitch views IPG's liquidity as solid, supported by a cash balance
of $2.3 billion as of year-end 2011. Fitch believes liquidity
would still be considered sufficient if the cash balance declined
to between $500 million and $1 billion. However, Fitch expects IPG
to maintain sufficient liquidity to handle seasonal working-
capital swings.

In addition to the $2.3 billion cash balance, IPG's liquidity is
also supported by $984 million of availability under its $1
billion bank credit facility due May 2016.  As of year-end 2011
near-term maturities include $200 million in convertible notes
that may be put to or redeemed by IPG in 2013 and $350 million in
senior notes due 2014.

Fitch calculates FCF at the end of 2011 of $10.5 million, which is
materially lower than 2010's FCF of approximately $700 million.
The decline in FCF is primarily related to working capital swings,
providing an unusually high benefit in 4Q'10 (benefiting the 2010
FCF figure) and an unwinding of the benefit in 1Q'11.  In
addition, the company instituted its common dividend in 2011, $111
million paid out in the year, reducing Fitch's calculated FCF.
Fitch expects FCF (after dividends) to normalize in 2012 and be in
the range of $350 million to $450 million.

IPG's U.S. pension plan was $22 million underfunded as of the end
of 2011. IPG should have no issues meeting any required U.S.
pension plan funding.

Total debt at the end of 2011 was $1.9 billion.  This includes
$111 million related to IPG's $221.5 million perpetual preferred
stock, which receive 50% equity credit under Fitch's hybrid
criteria.


JACOBS FINANCIAL: Incurs $402,000 Net Loss in Feb. 29 Quarter
-------------------------------------------------------------
Jacobs Financial Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $401,982 on $347,436 of total revenues for the three
months ended Feb. 29, 2012, compared with a net loss of $344,701
on $414,261 of total revenues for the three months ended Feb. 28,
2011.

The Company reported a net loss of $988,481 on $1.32 million of
total revenues for the nine months ended Feb. 29, 2012, compared
with a net loss of $1.07 million on $1.14 million of total
revenues for the nine months ended Feb. 28, 2011.

The Company reported a net loss of $1.30 million for the year
ended May 31, 2011, compared with a net loss of $1.45 million
during the prior year.

The Company's balance sheet at Feb. 29, 2012, showed $9.12 million
in total assets, $14.72 million in total liabilities, $3.23
million in total mandatorily redeemable preferred stock and a
$8.82 million total stockholders' deficit.

For the three month period ended Feb. 29, 2012, the Company had
losses from operations of approximately $92,000, or a loss of
approximately $434,000 after accretion of mandatorily redeemable
convertible preferred stock and accrued dividends on mandatorily
redeemable preferred stock are taken into account.  For the nine
month period ended Feb. 29, 2012, the Company had losses from
operations of approximately $49,000, or a loss of approximately
$1,084,000 after accretion of mandatorily redeemable convertible
preferred stock and accrued dividends on mandatorily redeemable
preferred stock are taken into  account.  Losses are expected to
continue until the Company's insurance company subsidiary, First
Surety Corporation develops a more substantial book of business.
While improvement is anticipated as the business plan is
implemented, restrictions on the use of FSC's assets, the
Company's significant deficiency in working capital and
stockholders' equity raise substantial doubt about the Company's
ability to continue as a going concern.

For fiscal 2011, Malin, Bergquist & Co., LLP, in Pittsburgh, PA,
noted that the Company's significant net working capital deficit
and operating losses raise substantial doubt about its ability to
continue as a going concern.

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

                        http://is.gd/kIw7IE

                      About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.


JATCO INC: Files for Chapter 11 in Oakland
------------------------------------------
Union City, California-based Jatco, Incorporated, filed a Chapter
11 petition (Bankr. N.D. Calif. Case No. 12-43549) in Oakland on
April 23, 2012.

Jatco -- http://www.jatco.com-- is a full service plastic
molding, product manufacturing and distribution company with more
than three decades of experience.  The company's customers come
from a wide range of industries, from printing to the medical
sector.

The Debtor estimated less than $10 million in assets and
liabilities.

On the petition date, the Debtors filed emergency motions to pay
prepetition wages of employees, use cash collateral and continue
using its existing cash management system.  A hearing on the
emergency motions is schedule for April 25, 2012 at 11:00 a.m.

A meeting of creditors under 11 U.S.C. Sec. 341(a) is schedule for
May 21, 2012 at 9:00 a.m.


JEWISH COMMUNITY: U.S. Trustee Forms 3-Member Creditors' Panel
--------------------------------------------------------------
Roberta A. DeAngelis, the U.S. for Region 3, has appointed three
members to the Official Committee of Unsecured Creditors in the
bankruptcy case of Jewish Community Center Of Greater Monmouth
County.

The newly elected Committee members are:

   (1) Moses Nasar
       Nasar Bros Lawn Care, LLC
       P.O. Box 818
       Oakhurst, NJ 07755
       Tel: 732-859-2933
       Fax:

   (2) Donald Gspann, Chairperson
       Concept Professional
       Systems, Inc.
       5005 Belmar Blvd. Unit B1
       Farmingdale, NJ 07727
       Tel: 732-938-5321
       Fax: 732-938-6323

   (3) Harold Greenspan
       Kleen-Rite Commercial Corp.
       504 Norwood Avenue
       Avon, NJ 07717
       Tel: 732-245-7592
       Fax: 732-774-8942

                       About Jewish Community

Headquartered in Deal Park, New Jersey, Jewish Community Center Of
Greater Monmouth County, A Not-For-Profit Corporation --
http://jccmonmouth.org/-- offers services, programs, events,
activities, and facilities to Jewish families and individuals in
Monmouth County.

Jewish Community filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 11-44738) on Dec. 5, 2011.  Judge Michael B. Kaplan
presides over the case.  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy
counsel.  In its petition, the Debtor estimated assets of
$10 million to $50 million and debts of $1 million to $10 million.


JONES GROUP: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Bristol, Pa.-based Jones Group Inc. and revised
the outlook to stable from positive.

"At the same time, we affirmed our 'B+' issue-level rating on the
company's unsecured debt. The recovery rating is unchanged at '5',
indicating our expectation of modest (10% to 30%) recovery for
noteholders in the event of a payment default," S&P said.

"The company's credit metrics were weaker than we anticipated at
year-end 2011 and will remain below our benchmark for upgrade for
the next year," said Standard & Poor's credit analyst Linda
Phelps.

"Our ratings reflect our view that the company's financial risk
profile is 'aggressive' due to the company's high leverage and
moderate financial policies. In addition, we believe the company's
business risk profile will continue to be 'fair,' given the very
competitive nature of the apparel and footwear businesses, and the
company's concentration in the department store channel. We also
factor into our business risk assessment the company's scale and
portfolio of well-recognized brands, and its product portfolio
diversity. The ratings also reflect the company's continued
ability to generate positive cash flow despite still weak economic
conditions," S&P said.

"The company's debt levels increased following its debt offering
in March 2011, and its operating lease obligations rose following
its acquisition of Kurt Geiger in June 2011. The company's
adjusted debt-to-EBITDA leverage increased to about 4.3x at fiscal
year-end 2011 (compared with 2.8x one year ago). Similarly, the
company's funds from operations-to-debt cash flow metric of about
19% for fiscal 2011 was down from about 28% one year ago. For the
next year, we expect modest improvement in the company's credit
metrics, with leverage declining to the 4x area primarily due to
higher EBITDA levels," S&P said.

"We could raise the ratings if Jones has positive EBITDA growth
and is able to reduce leverage to the low- to mid-3x area. For
this to occur, EBITDA would need to increase about 24%. However,
we could lower our rating if leverage were to rise to the 5x
level, possibly as a result of a weaker-than-expected operating
performance, leveraged share repurchases, or acquisition activity.
EBITDA would need to fall about 13% for this to occur," S&P said.


KLN STEEL: Lender Seeks Chapter 7 Conversion
--------------------------------------------
Patrick Danner at the San Antonio Express News reports that Banco
Popular North America, lender of KLN Steel Products Co. LLC, has
sought to have the San Antonio furniture maker's bankruptcy case
converted to a Chapter 7 liquidation because there is no buyer for
KLN's operations and assets.

According to the report, a Banco Popular court filing stated the
Dallas-based Avteq Inc., a major KLN customer, had been
negotiating to acquire KLN and two sister companies for about
$16.6 million.  But Avteq was unable to obtain financing to move
forward with the purchase, and no other bidders have emerged.

The report relates Avteq's lawyer notified KLN representatives in
an April 13 letter that Avteq was terminating the securities
purchase agreement. A copy of the letter is filed with the U.S.
Bankruptcy Court.

The report says KLN filed last week a second amended Chapter 11
reorganization plan five days after the letter was written.  KLN
restated that it was negotiating a securities purchase agreement
with Avteq.

"The bank has been willing to fund the debtors' attempts to obtain
a purchase for the past several months, but those efforts have
failed," the report quotes Banco Popular as stating.  A
confirmation hearing on KLN's reorganization plan was set for
April 23 in Austin, Texas.

The report says the bank has asked the court to terminate an order
that has allowed KLN to use its cash to pay expenses during its
reorganization.  KLN has indicated in court documents that without
access to the cash, on which Banco Popular holds liens, the
company would have to shut down.  The bank is owed more than
$28 million.

The report notes the court was scheduled to take up the bank's
request on April 23.

                    About KLN Steel Products

KLN Steel Products Company LLC, Dehler Manufacturing Co. Inc., and
Furniture by Thurston manufacture and market high quality
furniture for multi-person housing facilities and packaged
services for federal government offices and dormitory facilities.
They have two manufacturing facilities.  One is in San Antonio,
Texas, which is consolidated and designed to accommodate high
volume fabrication of standard and semi-custom steel furniture and
case goods of high quality for colleges and universities, military
quarters, and job corps centers, or wherever high quality, long
life, low maintenance furniture is essential.  The facility
includes a manufacturing facility of more than 170,000 square feet
capable of producing substantial projects on a timely basis.  The
second facility is located in Grass Valley, California, with more
than 61,000 square feet dedicated to the manufacturing of wood
furniture for military and university housing.

KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-12855) on Nov. 22, 2011.  Dehler (Case No. 11-12856) and
Furniture by Thurston (Case No. 11-12858) filed on the same day.
Judge Craig A. Gargotta oversees the case.  Patricia Baron
Tomasco, Esq., at Jackson Walker LLP, serves as the Debtors'
counsel.  Horwood Marcus & Berk Chartered serves as their special
counsel.  Conway MacKenzie, Inc., serves as financial advisor.
Each of the Debtors estimated assets and debts of $10 million to
$50 million.

San Antonio, Texas-based 4200 Pan Am LLC filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-13154) on Dec. 29, 2011.
Judge Gargotta oversees the case, taking over from Judge H.
Christopher Mott.  Patricia Baron Tomasco, Esq., at Jackson Walker
LLP, serves as 4200 Pan Am's counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts. The
petition was signed by Edward J. Herman, manager.

4200 Pan Am sought joint administration of its case with those of
affiliates Dehler, Furniture By Thurston, and KLN.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of KLN Steel Products Company, LLC, et al., is represented
by Hall Attorneys, P.C.  The Committee tapped Navigant Consulting
(PI), LLC as its financial advisor.


LANCASTER RDA: S&P Lowers Rating on Tax Allocation Bonds to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Lancaster
Redevelopment Agency, Calif.'s tax allocation bonds (TABs), issued
for the central business district (CBD) project area, to 'B' from
'BB'.

"We base the downgrade on what we view as extremely low annual and
semi-annual debt service coverage by annual pledged tax increment
revenue, particularly after the dissolution of redevelopment
agencies in the state, and weak management of other TAB payments
to date by the city as successor agency," said Standard & Poor's
credit analyst Sussan Corson.

"At the same time, we removed the rating from CreditWatch, where
it was placed with negative implications Oct. 14, 2011, due to the
potential for the agency to draw on its debt service reserve fund
to make a principal and interest payment on Aug.1, 2012. The
outlook on the rating is negative," S&P said.

The rating reflects what S&P views as:

   * Extremely low 0.3x nonhousing maximum annual debt service
     (MADS) coverage and 0.2x semi-annual debt service coverage on
     Aug. 1, 2012, based on the fiscal 2012 assessed value (AV)
     tax base after senior pass-through payments to underlying
     taxing agencies;

   * Another 5.6% decline in AV in fiscal 2012 after a cumulative
     13% drop in total AV for the project area since fiscal 2009;

   * A concentrated tax base, with the 10 leading taxpayers
     comprising 34% of incremental AV in the project area; and

   * A fully funded cash debt service reserve of $122,044.

"A first lien on incremental property taxes derived from the CBD
project area, net of housing set-asides (except for those used to
cover a small portion of housing-related debt service) and pass-
through payments under agreements with Antelope Water District and
Los Angeles County on behalf of a consolidated fire protection
district, secures the bonds," S&P said.

"The negative outlook reflects the very low debt service coverage
by pledged revenue and the potential for the agency to draw on its
debt service reserve fund to make a principal and interest payment
on Aug. 1, 2012.  Should the agency rely on its debt service
reserve in the next year to meet is debt service payments, we
could lower the rating further," S&P said.

Lancaster, with a population of 152,000, is about 65 miles
northeast of Los Angeles in the southwest portion of Antelope
Valley.


LANCASTER FINANCING: S&P Cuts Ratings on 2 Issues of TABs to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BB+' on Lancaster Financing Authority, Calif.'s series
2004 and 2006 school district projects tax allocation bonds
(school TABs), issued for Lancaster Redevelopment Agency's project
area No. 5 (PA 5) and project area No. 6 (PA 6).

"We base the downgrade on the successor agency's recent use of a
large 41% of its parity debt service reserves on Feb. 1, 2012,"
said Standard & Poor's credit analyst Sussan Corson.

"At the same time, Standard & Poor's removed the ratings from
CreditWatch, where they were placed with negative implications on
Oct. 14, 2011. 'The outlook on the ratings is negative, reflecting
what we perceive as the successor agency's weak management of TAB
payments and our calculation that the June 2012 distribution of
pledged revenue could be insufficient to fully replenish the
recent debt service reserve draws," Ms. Corson added. "Although
we understand pledged revenue provides annual debt service
coverage, should the successor agency continue to use debt service
reserves on an annual basis to meet semi-annual debt service
shortfalls, we could lower the rating."

The rating reflects what S&P views as:

   * Significant declines in assessed value (AV) across the
     project areas in the previous three years;

   * Total school pass-through revenue that covers school TABs
     maximum annual debt service (MADS) by 1.07x, although PA 5
     and PA 6 pledged overlapping school and nonschool tax
     increment revenue covers PA 5 and PA 6 school and nonschool
     maximum annual loan obligations by only 0.97x;

   * The city of Lancaster's high unemployment levels; and

   * Moderate 0.24 volatility ratio and relatively diverse leading
     10 taxpayers representing only 6% of incremental AV across
     the two project areas.

"A portion of incremental property tax revenues allocated under
existing tax-sharing agreements with several school districts in
PA 5 and PA 6 (school pass-through revenues) secures the school
TABs. According to loan agreements, pledged school pass-through
revenues for PA 5 and PA 6 are also pledged to existing series
2003 nonschool TABs. Pledged tax revenues for the two project
areas are cross-collateralized through the authority bond funds
and the trustee-held debt service reserve funds. According to the
trustee, the series 2004 school TABs reserve is funded with cash
and the series 2006 school TABs reserve is funded with an
investment agreement with Natixis S.A. (A/Stable/A-1)," S&P said.

"The negative outlook reflects what we perceive as the successor
agency's recent weak management of TAB payments and our
calculation that the June 2012 distribution of pledged revenue
could be insufficient to fully replenish the recent debt service
reserve draws. Although we understand pledged revenue provides
annual debt service coverage, should the successor agency fail to
fully replenish the debt service reserves and continue to use debt
service reserves in the next year to meet semi-annual debt service
shortfalls, we could lower the rating. Should the successor agency
fully replenish the debt service reserves and meet annual debt
service coverage requirements in the next year, we could revise
the outlook to stable," S&P said.

Lancaster, with a population of 152,000, is about 65 miles
northeast of Los Angeles in the southwest portion of Antelope
Valley.


LANCASTER FINANCING: S&P Affirms 'BB' SPUR on 4 Issues of TABs
--------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
Lancaster Financing Authority, California's series 2003, 2003B,
2004B, and 2006 subordinate tax allocation bonds (TABs)
from CreditWatch, where they were placed with negative
implications Oct. 14, 2011. At the same time, Standard & Poor's
affirmed its 'BB' underlying rating (SPUR) on the bonds. The
outlook is negative.

"We base the affirmation and removal from CreditWatch on the
successor agency's recent use of debt service reserves on Feb. 1,
2012, and what we perceive as the agency's previous weak
management of tax allocation bond payments," said Standard &
Poor's credit analyst Sussan Corson.

"Although we understand the successor agency has replenished the
debt service reserve and will request a transfer of city funds to
replenish the bond fund according to the loan agreements before
the next Aug. 1, 2012, payment date, should the successor agency
fail to replenish the bond fund and continue to use debt service
reserves each year to meet semi-annual debt service shortfalls, we
could lower the rating," S&P said.

The SPUR reflects what S&P's view as the authority's:

   * Non-investment grade debt service reserves for parity series
     2003, 2003B, and 2006;

   * Significant declines in assessed value (AV) across the
     project areas in the previous three years;

   * Total aggregate maximum annual debt service (MADS) coverage
     by all five project areas of 1x;

   * The city of Lancaster's high unemployment levels; and

   * Moderate 0.18 volatility ratio and relatively diverse leading
     10 taxpayers, representing only 6.5% of incremental AV across
     all five project areas.

"According to the individual loan agreements for the Amargosa,
Residential project area No. 5 (PA5), and project area No. 6
(PA6), incremental property taxes derived from each of the project
areas--net of required pass-through payments under tax-sharing
agreements, senior debt service outstanding, and housing set-aside
revenues--as well as money in the reserve account secure the loan
payments for the authority's bonds. The 2006 nonhousing TABs also
include a lien on net tax increment revenue from the Fox Field
project area. According to the loan agreements, each project area
has pledged tax increment revenues to its respective 2003, 2003B,
2004B, and 2006 loan obligations, which are defined as parity
obligations in the loan agreements," S&P said.

"The negative outlook reflects the successor agency's recent use
of debt service reserves on Feb. 1 due to what we perceive as the
agency's weak recent management of tax allocation bond payments.
Although we understand the successor agency has replenished the
debt service reserve and will request a transfer of city funds to
replenish the bond fund according to the loan agreements before
the next Aug. 1 payment date, should the successor agency fail to
replenish the bond fund and continue to use debt service reserves
each year to meet semi-annual debt service shortfalls, we could
lower the rating," S&P said.

Lancaster, with a population of 152,000, is about 65 miles
northeast of Los Angeles in the southwest portion of Antelope
Valley.


LBI MEDIA: S&P Lowers Corp. Credit Rating to 'CCC,' Outlook Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on LBI Media Inc. to 'CCC' from 'B-'. The rating outlook is
negative.

"In conjunction with the downgrade, we lowered our issue-level
rating on LBI's first-lien senior secured notes due 2019 to 'CCC'
(at the same level as the 'CCC' corporate credit rating) from 'B-
'. The recovery rating remains unchanged at '3', indicating our
expectation of meaningful (50%-70%) recovery for first-lien
noteholders in the event of a payment," S&P said.

"We also lowered our issue-level rating on LBI Media Inc.'s $225
million 8.5% senior subordinated notes to 'CC' (two notches lower
than the corporate credit rating). The recovery rating remains at
'6', indicating our expectation of negligible (0%-10%) recovery
for subordinated noteholders in the event of a payment default,"
S&P said.

"The downgrade reflects our view that while audience ratings and
distribution are increasing at Estrella TV, the pace of revenue
and EBITDA growth might be insufficient to meet interest payments
and debt maturities in 2013 absent material asset sales," said
Standard & Poor's credit analyst Mike Altberg.

"Due to weakness in radio advertising and ongoing investment in
Estrella TV, we expect that EBITDA coverage of total interest
expense will remain below 1x over the intermediate term, resulting
in substantial negative discretionary cash flow and continued
borrowings under the revolving credit facility to meet interest
payments. We view draw downs on the revolving credit facility as
indicative of increased financial risk, especially in light of the
company's $41.8 million of senior discount notes that become due
in October 2013," S&P said.

"We view LBI's business risk profile as 'weak' (as per our
criteria), given its cash flow concentration in a small number of
large U.S. Hispanic markets, intense competition for audiences and
advertisers from much larger rivals like Univision Communications
Inc., and risks surrounding TV network start-ups. In our view, the
company has made good progress in growing audience ratings and
distribution at Estrella TV; however, revenue has lagged behind
audience share for a number of years. The company's high debt to
EBITDA, negative discretionary cash flow, and financial risk
associated with 2013 debt maturities underpin our assessment of
LBI's financial risk profile as 'highly leveraged,'" S&P said.

"LBI owns 21 radio stations and nine TV stations, with a high
degree of revenue and EBITDA concentration in California and Texas
and, therefore, some dependence on their economies. Estrella TV,
LBI's television network, had television station affiliates in 39
markets as of Dec. 31, 2011, covering almost 78% of the U.S.
Hispanic population. We believe Estrella has been able to gain
modest audience share from larger peers due to successful
programming; however, we expect the network will continue to be a
drag on profitability over the near term due to higher programming
and personnel expenses. As is typical for a new network, we
believe Estrella's ad rates do not currently reflect its Nielsen
ratings position, although we believe they will continue to narrow
this gap," S&P said.

"In 2012, we believe LBI will benefit from expanding market
coverage of Estrella through additional station affiliations. We
also expect improved ad rates and inventory sellout in the 2012
upfront in light of the network's ratings performance since its
launch. Still, there is low visibility into the company's ability
to improve ratings and revenue performance in radio, and we
believe that this, combined with ongoing investments in Estrella,
could continue to hamper overall EBITDA growth and margin
expansion this year. Under our base-case scenario, we believe that
revenue could grow at a mid- to high-single-digit percentage rate,
as growth in the TV segment led by Estrella TV more than offsets
declines in radio revenue. We expect operating cost growth to
decline in 2012 because of a lower number of new programming
launches, but to remain elevated as the company invests in
Estrella. As a result, we believe EBITDA could be relatively flat
to up at a low-single-digit rate, absent more focused cost-
reduction efforts. Therefore, we do not expect material EBITDA
margin improvement in 2012. We believe that over the longer term,
as the Estrella network continues to gain traction with ad sales,
it could help propel EBITDA growth," S&P said.


LIBERTY HARBOR: Meeting to Form Creditors' Committee on May 9
-------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on May 9, 2012, at 10:00 a.m. in
the bankruptcy case of Liberty Harbor Holding, LLC.  The meeting
will be held at:

   United States Trustee's Office
   One Newark Center
   1085 Raymond Blvd.
   21st Floor, Room 2106
   Newark, NJ 07102

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

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

               About Liberty Harbor Air Services

Liberty Harbor Holding, LLC, filed a Chapter 11 petition (Bankr.
D. N.J. Case No. 12-19958) on April 17, 2012 in Newark, New
Jersey.  Daniel Stolz, Esq., at Wasserman, Jurista & Stolz in
Millburn, serves as counsel to the Debtor.  The Debtor posted
$350,075,458 in scheduled assets and $2,109,540 in scheduled
liabilities.  The petition was signed by Peter Mocco, managing
member.


LOCATION BASED TECH: Partners with West Coast Customs
-----------------------------------------------------
Location Based Technologies Inc. has entered a strategic
partnership with the West Coast Customs, a luxury automotive
restyling center with worldwide franchise operations.
PocketFinder Vehicle GPS devices will be installed into the WCC's
renowned custom automobiles.  The partnership also includes
advertising through multiple media platforms and co-branding sales
opportunities with both domestic and international distribution.
PocketFinder Vehicle will also appear in WCC's television show
throughout next season and LBT will participate with WCC at SEMA
this year.

West Coast Customs has earned the reputation of being leaders in
automobile customization throughout the automotive industry by
being innovative and by delivering best in class work to each and
every customer.

"LBT is proud to be chosen as West Coast Customs' preferred in-
vehicle GPS solution," said Dave Morse, CEO of Location Based
Technologies.  "Nothing is acceptable to our new partners short of
state of the art products and an absolutely killer user interface.
We deliver that - and more ? from almost anywhere in the world and
at any time.  If you love it, locate it!"

"The LBT partnership is an exciting addition to our aggressive
expansion, and the value the PocketFinder Vehicle devices brings
to our business and customers is huge," said Ryan Friedlinghaus,
CEO of West Coast Customs.  "It's the perfect solution to
accurately provide the location, direction, speed and history of
any vehicle; it's small, easy to use and gives peace of mind for
us and all vehicle owners."

PocketFinder GPS Vehicle Locators create a protective zone around
prized possessions and allow to accurately locate vehicle, and
those in it, at any time and from almost anywhere in the world.
The device easily attaches to automobiles, recreational vehicles,
motorcycles, boats, snowmobiles, jet skis or virtually any powered
vehicle.  It is also ideally suited for first time drivers, as the
locator allows users, such as parents, to monitor vehicle location
and speed in real time.

The PocketFinder User Interface also includes Apps designed to
work with all Apple and Android products including the iPod touch,
iPhone, iPad, and Android mobile devices.  For more information
about PocketFinder, visit www.pocketfinder.com.

                  About Location Based Technologies

Headquartered in Irvine, Calif., Location Based Technologies, Inc.
(OTC BB: LBAS) -- http://www.locationbasedtech.com/-- designs,
develops, and sells personal, pet, and vehicle locator devices and
services.

Comiskey & Company, in Denver Colorado, expressed substantial
doubt about the Company's ability to continue as a going concern
following the 2011 results.  The independent auditors noted that
the Company has incurred recurring losses since inception and has
an accumulated deficit in excess of $37,000,000.  There is no
established sales history for the Company's products, which are
new to the marketplace.

The Company's balance sheet at Feb. 29, 2012, showed $7.35 million
in total assets, $4.07 million in total liabilities, $520,432 in
commitments and contingencies, and $2.75 million in total
stockholders' equity.


MARCO POLO SEATRADE: Creditors Object to Settlement Proceeds Usage
------------------------------------------------------------------
Credit Agricole Corporate and Investment Bank, and The Royal Bank
of Scotland plc, filed with the U.S. Bankruptcy Court for the
Southern District of New York their objections to Marco Polo
Seatrade B.V.'s motion to approve the settlement agreement.

According to Credit Agricole, the Debtor entered into a settlement
with Banksy Shipping Company Limited, Indiana R. Shipping Company
Limited and Top Ships Inc., for payment of professional fees
without providing adequate protection to Credit Agricole.

In its motion, the Debtor indicated that they intend to use the
proceeds of the Futmarine Settlement to:

   -- retire the existing DIP Financing facility in full;

   -- bring current all accrued and allowed professionals' fee;
      and

   -- retain the balance for working capital purposes.

In a separate filing, secured creditor and postpetition lender RBS
requested that the Court (i) direct that no professional fees be
paid from the estate proceeds until further order of the Court;
and (ii) grant to RBS other and further relief as is just.

RBS explained that the proceeds of a settlement must be used
to augment, not reduce, the Debtors' estates.

RBS noted that pursuant to the stipulation, the non-debtor
counterparty will receive a $500,000 cash payment.  RBS understood
that the Debtors are acting as a mere conduit in the process of
the counterparty's receipt of that $500,000 payment free and clear
of all liens and claims; however, long as the DIP facility is
outstanding, RBS's DIP lien attaches to the remaining settlement
proceeds of $4.3 million.

                       About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.  The company started a lawsuit against the two
creditors in January 2012.

The cases are before Judge James M. Peck.  Evan D. Flaschen, Esq.,
Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at Bracewell
& Giuliani LLP, in New York, serve as the Debtors' bankruptcy
counsel.  Kurtzman Carson Consultants LLC serves as notice and
claims agent.

The petition noted that the Debtors' assets and debts are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed three members to serve on the Official Committee of
Unsecured Creditors.  The Committee has retained Blank Rome LLP as
its attorney.

Creditor Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.

Gregory M. Petrick, Esq., Ingrid Bagby, Esq., and Sharon J.
Richardson, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, represents secured creditor and post-petition lender The
Royal bank of Scotland plc.


MEDICAL CARD: S&P Lowers Counterparty Credit Rating to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Medical Card System Inc. (MCS) to 'CCC' from 'B-'. "We
also lowered our counterparty credit and financial strength rating
on MCS' operating companies--MCS Advantage Inc., MCS Life
Insurance Co., and MCS Health Management Options Inc.--to 'B '
from 'BB-'. At the same time, we kept the ratings on CreditWatch
with negative implications, where we initially placed them on Dec.
15, 2011," S&P said.

"The downgrade follows our learning that MCS missed the deadline,
including a grace period, for filing with the lender group its
year-end 2011 audited GAAP financial statements, which constitutes
an event of default per the credit agreement," said Standard &
Poor's credit analyst Neal Freedman. "Furthermore, we believe,
that MCS' worse-than-expected operating performance through the
first three quarters of 2011 coupled with its replacing several
key senior executives in December 2011 with an interim management
team affiliated with the Gorman Health Group increased the
probability of a financial covenant breach as of year-end 2011."

"According to management, MCS and its lending group have agreed in
principle to forbear the late filing of its year-end 2011 audited
GAAP financial statements. However, we believe that there remains
the risk of a financial covenant breach, which would also
constitute a technical default per the credit agreement. A
financial covenant breach could cause its credit agreement loan
balance ($168.4 million as of Sept. 30, 2011) to become payable
immediately. This would create a significant liquidity problem for
the company if the lender group does not elect to waive the
covenant and elects to enforce its right to accelerate payment,"
S&P said.

"We expect to have follow-up discussions with MCS' management team
regarding these issues," Mr. Freedman continued. "Shortly
thereafter, we expect to resolve the CreditWatch listing. Our
ratings and outlook assignments at the time of our CreditWatch
resolution will be dependent on the outcome of these issues and
our view of the company's expected 2012 operating performance.
However, should we not receive a copy of the audited year-end 2011
audited financial on a timely basis, we could remove the ratings
from CreditWatch, lower them by one or more notches, and suspend
the ratings."


MONEYGRAM INTERNATIONAL: Ten Directors Elected at Annual Meeting
----------------------------------------------------------------
MoneyGram International, Inc., held its 2012 Annual Meeting of
Stockholders on April 17, 2012.  The Company's stockholders
elected 10 individuals to serve as directors of the Company for a
one-year term expiring at the Company's 2013 annual meeting of
stockholders, namely:

   (1) Coley Clark;
   (2) Victor W. Dahir;
   (3) Antonio O. Garza;
   (4) Thomas M. Hagerty;
   (5) Scott L. Jaeckel;
   (6) Seth W. Lawry;
   (7) Ann Mather;
   (8) Pamela H. Patsley;
   (9) Ganesh B. Rao; and
  (10) Bruce Turner.

The Company's stockholders ratified the appointment of Deloitte &
Touche LLP as the Company's independent registered public
accounting firm for the fiscal year ending Dec. 31, 2012.

                   About MoneyGram International

MoneyGram International, Inc. (NYSE: MGI) --
http://www.moneygram.com/-- is a leading global payment services
company.  The Company's major products and services include global
money transfers, money orders and payment processing solutions for
financial institutions and retail customers.  MoneyGram is a New
York Stock Exchange listed company with 203,000 global money
transfer agent locations in 191 countries and territories.

The Company's balance sheet at Dec. 31, 2011, showed $5.17 billion
in total assets, $5.28 billion in total liabilities, and a
$110.19 million total stockholders' deficit.

                         *     *     *

According to the Troubled Company Reporter on July 1, 2010, Fitch
Ratings has affirmed the Issuer Default Ratings for MoneyGram
International Inc. and MoneyGram Payment Systems Worldwide, Inc.,
at 'B+'.  Outlook is stable.  Fitch noted that the ratings could
be negatively impacted by further declines in remittance volumes
driven by macro economic factors or decreases in migrant labor
populations worldwide.


MGIC INVESTMENT: Incurs $19.6-Mil. Net Loss in First Quarter
------------------------------------------------------------
MGIC Investment Corporation reported a net loss for the quarter
ended March 31, 2012 of $19.6 million, compared with a net loss of
$33.7 million for the same quarter a year ago.  Diluted loss per
share was $0.10 for the quarter ending March 31, 2012, compared to
diluted loss per share of $0.17 for the same quarter a year ago.

Total revenues for the first quarter were $379.7 million, compared
with $353.1 million in the first quarter last year.  Net premiums
written for the quarter were $255.0 million, compared with $274.5
million for the same period last year.  Realized gains in the
first quarter of 2012 were $77.6 million compared to $5.8 million
for the same period last year.

New insurance written in the first quarter was $4.2 billion,
compared to $3.0 billion in the first quarter of 2011.  In
addition, the Home Affordable Refinance Program accounted for $1.3
billion of insurance that is not included in the new insurance
written total due to these transactions being treated as a
modification of the coverage on existing insurance in force
compared to $0.9 billion in the first quarter of 2011.
Persistency, or the percentage of insurance remaining in force
from one year prior, was 82.2 percent at March 31, 2012, compared
with 82.9 percent at December 31, 2011, and 83.7 percent at
March 31, 2011.

As of March 31, 2012, MGIC's primary insurance in force was $169.0
billion, compared with $172.9 billion at December 31, 2011, and
$186.9 billion at March 31, 2011.  The fair value of MGIC
Investment Corporation's investment portfolio, cash and cash
equivalents was $6.4 billion at March 31, 2012, compared with $6.8
billion at December 31, 2011, and $8.3 billion at March 31, 2011.

At March 31, 2012, the percentage of loans that were delinquent,
excluding bulk loans, was 12.84 percent, compared with 13.79
percent at December 31, 2011, and 13.87 percent at March 31, 2011.
Including bulk loans, the percentage of loans that were delinquent
at March 31, 2012 was 15.09 percent, compared to 16.11 percent at
December 31, 2011, and 16.35 percent at March 31, 2011.

Losses incurred in the first quarter were $337.1 million up from
$310.4 million reported for the same period last year primarily
due to a modest increase in the claim rate.  Net underwriting and
other expenses were $50.3 million in the first quarter as compared
to $57.6 million reported for the same period last year.

Wall Street Bulk transactions, as of March 31, 2012, included
approximately 75,400 loans with insurance in force of
approximately $11.8 billion and risk in force of approximately
$3.6 billion.  The $120.6 million premium deficiency reserve as of
March 31, 2012 reflects the present value of expected future
losses and expenses that exceeded the present value of expected
future premium and already established loss reserves.  Within the
premium deficiency calculation, our present value of expected
future paid losses and expenses, net of expected future premium
was $903.2 million, offset by already established loss reserves of
$782.6 million.

A full-text copy of the press release is available for free at:
http://is.gd/JF5RYR

                      About MGIC Investment

MGIC Investment Corporation is a holding company.  Through its
wholly owned subsidiaries, the Company provides private mortgage
insurance in the United States.  As of Dec. 31, 2009, the
Company's principal subsidiary, Mortgage Guaranty Insurance
Corporation, was licensed in all 50 states of the United States,
the District of Columbia, Puerto Rico and Guam.  During the year
ended Dec. 31, 2009, MGIC wrote all of its new insurance
throughout the United States.  In addition to mortgage insurance
on first liens, the Company, through its subsidiaries, provides
lenders with various underwriting, and other services and products
related to home mortgage lending.  There are two principal types
of private mortgage insurance: primary and pool.  As of Dec. 31,
2009, the Company was not issuing new commitments for pool
insurance.


NEVADA CANCER: Receives Formal Approval of Chapter 11 Plan
----------------------------------------------------------
Tim O'Reiley at Las Vegas Review-Journal reports that the Nevada
Cancer Institute has received formal approval for its plan to
emerge from Chapter 11 bankruptcy proceedings.

According to the report, when all the documents are finalized in
about a month, the institute will continue to raise money for
medical research in a greatly reduced form.  The board of
directors has dropped from 11 members late last year to four --
MGM Resorts International chairman and CEO Jim Murren, his wife,
Heather, NV Energy chairman and CEO Michael Yackira and Dr. Ikram
Khan, a medical consultant who also works with MGM.

The report notes three of the institute's five officers are
employed by the restructuring firm Alvarez & Marsal Healthcare
Industry Group and will soon depart.  Only corporate secretary
Justine Harrison, a long-time staffer and former director, will
draw pay at $100,000 a year as a part-time contractor.

The report relates the institute has trimmed its debt from about
$100 million to a $13 million, no-interest loan that matures in
five years.  It will also attempt to lease the 184,000-square-foot
research building at 10530 Discovery Drive to various science-
oriented tenants, with the first being researchers formerly
employed by the institute who have transferred to the Desert
Research Institute.

The main building and clinical practice were sold to University of
California, San Diego in January for $18 million.

                        About Nevada Cancer

Founded in 2002, Nevada Cancer Institute is a nonprofit cancer
institute committed to advancing the frontiers of knowledge of
cancer and reducing the burden of cancer on the people of Nevada..
It formerly maintained a state-of-the-art outpatient cancer
treatment and research facility in the Summerlin area of Las
Vegas.

Nevada Cancer Institute filed for bankruptcy (Bankr. D. Nev. Case
No. 11-28676) on Dec. 2, 2011, blaming mounting financial
pressures arising from the protracted decline in the economy,
decreases in medical reimbursement rates from managed care payor
entities, increases in operational costs, decreases in the amount
and availability of charitable donations, a reduction in research
funding opportunities and increased competition.  Lisa Madar
signed the petition as secretary.

Klee, Tuchin, Bogdanoff & Stern LLP, serves as the Debtor's
bankruptcy counsel; Lewis and Roca LLP as reorganization co-
counsel; Alvarez & Marsal Healthcare Industry Group LLC as the
Debtor's restructuring advisors.  Kurtzman Carson Consultants LLC
serves as the Debtor's claims and noticing agent.

Chief Bankruptcy Judge Mike K. Nakagawa, who oversees the case,
ruled in January that the appointment of a patient care ombudsman
is not necessary.

Robert J. Feinstein, Esq., Samuel R. Maizel, Esq., and Shirley s.
Cho., at Pachulski Stang Ziehl & Jones LLP, represents the
Official Committee of Unsecured Creditors as counsel.  Lenard E.
Schwartzer, Esq., and Jeanette E. McPherson, Esq., at Schwartzer &
McPherson Law Firm, represents the Committee as local counsel.

Counsel for Bank of America, N.A., as agent for the prepetition
lenders, are Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The Debtor underwent a significant prepetition operational
restructuring, and, after filing for bankruptcy, sold key assets
to the Regents of the University of California, on behalf of its
UC San Diego Health System, for $18 million in a Court-approved
sale pursuant to Bankruptcy Code section 363 that closed Jan. 31,
2012.  The Regents of the University of California on behalf of
its UC San Diego Health System, is represented by James W. Kapp,
III, Esq., and Gary B. Gertler, Esq., at McDermott Will & Emery.


NEW STREAM: Judge Approves Creditor-Backed Chapter 11 Plan
----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that New Stream Secured
Capital Inc. on Monday won Delaware bankruptcy court approval of
its liquidation plan, which was delayed for a year as creditors
scuffled over the remains of the hedge fund's life settlement
investment business.

According to Law360, the plan is premised on a global settlement
of various thorny intercreditor disputes and pays back creditors
with $127.5 million raised from the sale of New Stream's life
settlement investment portfolio.


                         About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.

New Stream completed a sale of its assets on June 3.  New Stream
sold the portfolio of life-insurance policies to an affiliate of
McKinsey & Co. for $127.5 million.  There were no competing bids
at auction.


NEWPAGE CORP: Creditors Blast BNY's Effort to Block Buyout Probe
----------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that NewPage Corp.'s
unsecured creditors blasted efforts by the Bank of New York Mellon
Corp. and others Monday to block their request for extra time to
investigate the company's $1.7 billion leveraged buyout of another
paper manufacturer in 2007, which they say may have left NewPage
insolvent.

                        About NewPage Corp.

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  The company's product
portfolio is the broadest in North America and includes coated
freesheet, coated groundwood, supercalendered, newsprint and
specialty papers.  These papers are used for corporate collateral,
commercial printing, magazines, catalogs, books, coupons, inserts,
newspapers, packaging applications and direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of roughly 4.1 million tons of
paper, including roughly 2.9 million tons of coated paper, roughly
1.0 million tons of uncoated paper and roughly 200,000 tons of
specialty paper.

NewPage, along with affiliates, filed Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-12804) on Sept. 7,
2011.  Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and
Philip M. Abelson, Esq., Dewey & Leboeuf LLP, in New York, serve
as counsel.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, serves as co-counsel.  Lazard
Freres & Co. LLC is the investment banker, and FTI Consulting Inc.
is the financial advisor.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  In its balance sheet, the Debtors
disclosed $3.4 billion in assets and $4.2 billion in total
liabilities as of June 30, 2011.

At an organizational meeting of creditors held on Sept. 21, 2011,
the Committee selected Paul Hastings LLP as its bankruptcy
counsel and Young Conaway Stargatt & Taylor, LLP to act as its
Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NGPL PIPECO: S&P Keeps 'BB-' Corp. Credit Rating on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services' 'BB-' corporate credit and
senior unsecured debt ratings on Houston-based pipeline company
NGPL PipeCo. LLC remain on CreditWatch, where they were placed
with negative implications on Dec. 15, 2011. "The recovery rating
on the senior unsecured notes remains '3', which indicates our
expectation of meaningful (50%-70%) recovery in the event of a
payment default," S&P said.

"In addition, on April 19, 2012, we assigned a preliminary 'BB-'
rating to the pending $600 million term loan and placed the rating
on CreditWatch with negative implications. We assigned a
preliminary '3' recovery rating to this debt, which indicates our
expectation of meaningful (50%-70%) recovery in the event of a
payment default," S&P said.

"We expect the senior unsecured notes to ultimately be secured on
a pari passu basis with the term loan, as well as the revolving
credit facility, when it is finalized," S&P said.

"NGPL announced on April 16, 2012, a cash tender offer to purchase
any or all of its outstanding $1.25 billion 6.514% senior
unsecured notes due December 2012. To fund the tender offer, NGPL
intends to complete a financing package that includes a new
secured credit facility and other secured financings, any new
equity contributions, and any cash on-hand. The financing package
will allow NGPL's owners to determine a plan to address the
refinancing risk of its $1.25 billion of debt (about 40% of total
debt) due in December 2012," S&P said.

"We lowered our ratings on NGPL and placed them on CreditWatch
with negative implications on Dec. 15, 2011, due to NGPL's
weakened cash flow profile stemming from lower transportation
rates on portions of its pipeline system. We expect cash flows to
remain weak over the next couple of years and hurt NGPL due to
excess Mid-Continent gas supplies and limited opportunities to
take advantage of regional pricing differences," said Standard &
Poor's credit analyst William Ferara. "As a result, we expect the
company to keep debt to EBITDA above our previous expectation of
nearly 6.5x in 2012. NGPL also has minimal cushion on its
financial covenant under its revolving credit facility. As of Dec.
31, 2011, NGPL's debt to EBITDA covenant under its revolving
credit facility was 6.57x ($451 million of trailing-12-months'
EBITDA to $3 billion of debt) relative to its maximum permitted
level of 6.75x. While the maximum permitted level went up, we
believe NGPL may require more near-term covenant relief," S&P
said.

"We expect to resolve the CreditWatch listing on NGPL in roughly
one month. We will focus our analysis on NGPL's ability to execute
on its financing package, its resulting debt leverage as a result
of these actions, and its continued weakness in cash flows. If we
determine that NGPL's credit quality has continued to erode, we
could lower the rating to the 'B' category, while a notable
reduction in the aforementioned risks could lead us to affirm the
ratings and assign a stable outlook," S&P said.


NOMOS CAPITAL: Fitch Gives 'BB-' Final LT Rating on US$500MM Notes
------------------------------------------------------------------
Fitch Ratings has assigned Nomos Capital PLC's USD500 million
issue of loan participation notes a final Long-term 'BB-' rating.

The subordinated notes mature in April 2019 and pay a 10% coupon
rate.  The notes are to be used solely for financing a
subordinated loan to Russia's open joint-stock company "NOMOS-
BANK" ('BB'/Stable/'bb').  Nomos Capital PLC, an Ireland-domiciled
special purpose vehicle, will only pay noteholders amounts
received from NOMOS under the loan agreement.

NOMOS is 26.5%-owned by PPF, 48.5% is held by ICT group, while the
rest is publicly traded.  After the consolidation of Bank of
Khanty-Mansiysk, NOMOS was the second largest universal Russian
private banking group by assets at end-2011.


OLDE PRAIRIE: Files 5th Amended Plan; CenterPoint Still Objects
---------------------------------------------------------------
Olde Prairie Block Owner, LLC, submitted to the U.S. Bankruptcy
Court for the Northern District of Illinois a Disclosure Statement
explaining the proposed Fifth Amended Plan of Reorganization dated
March 31, 2012.

The Debtor relates that amendments to the Plan reflected, among
other things:

   -- amendment of the treatment of the Class 4 Claim to provide
for an initial cash payment of $20,000,000 on the Effective Date
and shortening the term of the promissory note from three years to
two years;

   -- a new Plan Investor and a significant increase in the amount
and change in form of the investment (which investment will be
used to, among other things, pay the unpaid real estate tax
claims, the DIP Claims and administrative expenses claims and make
the $20,000,000 payment to CenterPoint and the payments to
unsecured creditors under the Fifth Amended Plan) along with the
attachment of an executed limited liability company agreement with
respect thereto; and

   -- expanded description of the services of funding, including
an executed purchase and sale agreement for a portion of the
Lakeside Property for $30,000,000 and an executed letter of intent
for the purchase and sale of a portion of the Lakeside Property
for $15,000,000.

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

                            Objection

CenterPoint Properties Trust, by its attorneys Baker & McKenzie
LLP, submitted its objection to Debtor's Fifth Amended Plan,
stating that the Fifth Plan is just as defective as the four plans
that preceded it.

According to CenterPoint, the Fifth Plan does not satisfy any
formulation of the feasibility requirement of Section 1129(a) (10)
of the Bankruptcy Code; and have any capital committed by any
financially responsible entity. Even if its financial commitments
were to materialize and ultimately be funded, confirmation of the
Fifth Plan would leave CenterPoint with a $55 million "Plan Note"
to be repaid by the Reorganized Debtor two years after the
Effective Date in a total amount of $62.7 million, at a time in
which the Reorganized Debtor
would be in the midst of a speculative, unfinished (by its own
admission and the Court's previous rulings) real estate
development with no apparent income or other means for repayment
of the Plan Note.

CenterPoint added that the Fifth Plan also would violate the
Court's previous rulings, various legal provisions of the
Bankruptcy Code and the applicable loan documents by allowing the
Debtor to sell or otherwise transfer CenterPoint's collateral
without providing the opportunity for credit bidding.

                  About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two parcels of real estate:
(a) a parcel known as the "Olde Prairie Property" located at 230
E. Cermak Road in Chicago, and (b) a parcel known as the "Lakeside
Property" located across the street at 330 E. Cermak Road in
Chicago.  It also holds a long-term lease with the Metropolitan
Pier and Exposition Authority that allows it rent-free use of 450
parking spaces at the McCormick Place parking garage until the
year 2203.

Olde Prairie Block Owner sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  John Ruskusky, Esq.,
George R. Mesires, Esq., and Patrick F. Ross, Esq., at Ungaretti &
Harris LLP, in Chicago, represent the Debtor as counsel.  Wildman,
Harrold, Allen & Dixon LLP, and Marcus, Clegg &  Mistretta, P.A.,
serve as special counsels to the Debtor.

The Debtor estimated assets at $100 million to $500 million and
liabilities at $10 million to $50 million at the time of the
filing.

The Court previously found that the total value of the Real
Properties and the Parking Lease was $81,150,000, far more than
the $48,000,000 that CenterPoint claims to be owed by the Debtor.
No trustee, examiner, or committee has been appointed in this
case.


OLSEN AGRICULTURAL: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Olsen Agricultural Enterprises LLC filed with the U.S. Bankruptcy
Court District for the District of Oregon its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $32,821,384
  B. Personal Property            $9,566,274
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $32,466,085
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $162,663
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,246,127
                                 -----------      -----------
        TOTAL                    $42,387,658      $35,874,875

A full-text copy of the schedules is available for free at:

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

               About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC is
the surviving entity of a merger transaction that was consummated
on June 1, 2011.  In the merger transaction, Olsen Agricultural
Company, Inc., an Oregon corporation, Jenks-Olsen Land Co., an
Oregon general partnership, Olsen Vineyard Company, LLC, an Oregon
limited liability company and The Olsen Farms Family Limited
Partnership were merged with and into Olsen Agricultural
Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  Clyde A. Hamstreet &
Associates, LLC, serves as the Debtor's restructuring consultant
and financial advisor.

An official committee of unsecured creditors has been appointed in
the case.

The petition was signed by Robin G. Olsen, operations director.


OMEGA NAVIGATION: Has Access to Cash Collateral Until May 9
-----------------------------------------------------------
Baytown Navigation, Inc., et al., notified the U.S. Bankruptcy
Court for the Southern District of Texas that they entered into an
agreement authorizing the Debtors' continued use of the cash
collateral until May 9, 2012.

A hearing to consider the Debtors' further cash collateral use
will be held on May 7, at 2:00 p.m.

The agreement was entered among the Debtors, senior facilities
agent, junior lenders and the Official Committee of Unsecured
Creditors in the Debtors' cases.

As reported in the Troubled Company Reporter on Feb. 10, 2012,
HSH Nordbank AG, as agent, asserts that pursuant to the senior
facilities agreement and the other senior facilities documents,
the Debtors are indebted to the senior facilities lenders in the
principal amount of $242,720,000, plus accrued and accruing
interest and all other amounts.

The junior lenders assert a lien on inter alia, the ships, all
cash collateral and all prepetition collateral pursuant to a
$42,500,000 loan dated March 27, 2008.

The Debtor would use the cash collateral to fund its postpetition
business operations.

As adequate protection from diminution in value of the lenders'
collateral, the Debtors will:

   -- make adequate protection payments;

   -- grant the lenders adequate protection liens in all of their
      rights, title and interest in their property, and a
      superpriority administrative expense claim status, subject
      to carve out.

   -- provide continued maintenance of, and insurance on, the
      ships and all of their other assets and property, consistent
      with the Debtors' prepetition practices.

                      About Omega Navigation

Athens, Greece-based Omega Navigation Enterprises Inc. and
affiliates, owner and operator of tankers carrying refined
petroleum products, filed for Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston.

Omega is an international provider of marine transportation
services focusing on seaborne transportation of refined petroleum
products.  The Debtors disclosed assets of US$527.6 million and
debt totaling US$359.5 million.  Together, the Debtors wholly own
a fleet of eight high-specification product tankers, with each
vessel owned by a separate debtor entity.

Judge Karen K. Brown presides over the case.  Bracewell &
Giuliani LLP serves as counsel to the Debtors.  Jefferies &
Company, Inc., is the financial advisor and investment banker.

The Official Committee of Unsecured Creditors has tapped Winston
& Strawn as local counsel; Jager Smith as lead counsel; and First
International as financial advisor.


ORDWAY RESEARCH: Auction for Armory on May 9
--------------------------------------------
Michael DeMasi at The Business Review reports that bidders will
have a chance to buy an old state armory in Albany, New York,
before The Sage Colleges can move forward with a proposed $675,000
purchase of the historic building.  The 68,450-square-foot armory
at 130 New Scotland Ave. is owned by Ordway Research Institute.

According to the report, Albany College of Pharmacy and Health
Sciences and Columbia Development Co. have already expressed
interest in the property, but whether they will increase their
offers to beat out Sage Colleges -- or another buyer emerges --
remains to be seen.

The report notes the plan to put the building up for auction May 9
at 11 a.m. was among the subjects discussed at a hearing set for
April 18, 2012, in U.S. Bankruptcy Court in Albany.  Judge Robert
E. Littlefield said he was "optimistic" the auction will be held
on the scheduled date, unless other issues arise.

                       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.

Ordway filed for Chapter 11 protection (Bankr. S.D.N.Y. 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.  In its schedules, the Debtor
disclosed $6,615,279 in assets and $18,703,061 in liabilities.

The Troubled Company Reporter on Sept. 1, 2011, reported the
conversion of the Debtor's Chapter 11 case to a Chapter 7
liquidation.


PENN VIRGINIA: Moody's Issues Summary Credit Opinion
----------------------------------------------------
Moody's Investors Service issued a summary credit opinion on Penn
Virginia Resource Partners, L.P. and includes certain regulatory
disclosures regarding its ratings.  The release does not
constitute any change in Moody's ratings or rating rationale for
Penn Virginia Resource Partners, L.P.

Moody's current ratings on Penn Virginia Resource Partners, L.P.
are:

LT Corporate Family Rating of Ba3

Probability of Default Rating of Ba3

Speculative Grade Liquidity Rating of SGL-3

Senior Unsecured (domestic currency) Rating of B2

Senior Unsecured Shelf (domestic currency) Rating of (P)B2

Subordinate Shelf (domestic currency) Rating of (P)B3

LGD Senior Unsecured (domestic currency) Assessment of 81 - LGD5

Ratings Rationale

PVR's Ba3 Corporate Family Rating (CFR) reflects the partnership's
high leverage following the acquisition of Chief's midstream
assets; project execution, capital and throughput volume risks
surrounding the expansion of pipeline capacity in the dry gas
producing region of the Marcellus Shale; and its MLP structure
that imposes high distribution burden. The rating is supported by
PVR's substantial coal royalty business that has historically
generated steady cash flows under long term contracts, as well as
by the strong growth prospects of its geographically diversified
midstream operations. The negative outlook reflects PVR's elevated
leverage following the Chief acquisition.

The outlook could be revised to stable if PVR can substantially
achieve its growth volumes, lower the debt/EBTIDA leverage below
4.5x and maintain sufficient availability under the credit
facility.

An upgrade is unlikely in 2012. However, Moody's would consider an
upgrade if PVR reduced leverage below 3.5x with its current suite
of assets.

The rating could be downgraded if Moody's expects leverage to
remain above 5x over an extended period.

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


PETRA FUND: 2nd Amended Plan of Reorganization Wins Court OK
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
confirmed the Second Amended Plan of Reorganization proposed by
Petra Fund Reit Corp., et al., dated Dec. 21, 2011.

As reported in the Troubled Company Reporter on Jan. 19, 2012,
according to the Debtors, during their Chapter 11 cases, they
continued to engage in negotiations with its secured creditors,
the Royal Bank of Scotland plc and J.P. Morgan Securities, Inc.,
to finalize a proposed plan.  While it was originally contemplated
that the transactions proposed in the Plan Support Agreement would
be embodied in the Debtors' Plan, the Debtors were unable to
obtain consent to such a plan from both of its secured creditors.

Accordingly, the Debtors modified its proposed restructuring that
will be deemed satisfactory to both JPM and RBS and the modified
version of the Debtor's proposed restructuring is now embodied in
the Plan.  Importantly, the Debtors and its secured creditors came
to the realization that for a restructuring to work, it would not
be possible to guarantee that REIT would retain its status as a
qualified real estate investment trust for federal tax purposes.
As a result, the Debtors' proposed restructuring of REIT in the
Plan is not dependent on REIT retaining such tax status.

The Plan provides for the dissolution of Offshore, sale of the
Settlement Payments, sale of the Equity Interests and
reorganization of REIT and the treatment of each holder of a Claim
against, or Equity Interests in, the Debtors.  Such treatment
includes the payment in full of all Administrative Claims, unless
otherwise agreed to; with respect to RBS, the deemed delivery of
the Class F Bonds and Class G Bonds (to the extent the Class F
Bonds and Class G Bonds were not previously foreclosed upon by
RBS), the issuance of a new debt instrument that will continue to
be secured by a first-priority Lien on the RBS REIT Collateral and
the allowance of an unsecured deficiency claim; with respect to
JPM, the issuance of a new debt instrument that will continue to
be secured by a first-priority Lien on the JPM REIT Collateral;
the distribution to holders of General Unsecured Claims of a Pro
Rata Share of the Distributable Assets, if there are any; and
cancellation of all existing Equity Interests.

With respect to the sales transactions contemplated in the Plan,
the Debtors will be accepting bids for the Settlement Payments and
Equity Interests of REIT will be provided to all creditors and
holders of Equity Interests of the Debtors.

A full-text copy of the Second Amended Disclosure Statement is
available for free at:

      http://bankrupt.com/misc/PETRA_FUND_ds_2ndamended.pdf

                        About Petra Fund

Petra Fund REIT Corp. and its affiliates are in the business of
originating, investing in, structuring and trading loans secured
by commercial real-estate.  Petra Offshore Fund LP is the parent.

Petra Fund and Petra Offshore sought Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 10-15500) on Oct. 20, 2010, and are
represented by Shaya M. Berger, Esq., and Brian E. Goldberg, Esq.,
at Dickstein Shapiro, LLP.  At the time of the filing, each of the
Debtor estimated its assets at less than $10 million and its debts
at more than $100 million.

Petra Fund blamed its Chapter 11 filing on the extraordinary and
unprecedented collapse of the credit and commercial real estate
markets, which caused a mark-to-market value of its assets to
plummet.

The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Feb. 3, 2012, at 11:00 a.m. to consider
confirmation of Petra Fund Reit Corp., et al.'s Plan of
Reorganization dated as of Dec. 19, 2011.


PGA HOLDINGS: Moody's Says Upsized Loans No Impact on 'B2' CFR
--------------------------------------------------------------
Moody's Investors Service said that PGA Holdings, Inc.'s upsized
first and second lien senior secured credit facilities is credit
neutral and does not currently impact the B2 Corporate Family
Rating, or company's stable outlook.

The principal methodology used in rating PGA Holdings, Inc. was
the Global Business & Consumer Service Industry published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Headquartered in South Bend, Indiana, PGA Holdings, Inc., through
its subsidiary Press Ganey Associates, Inc. is a leading provider
of performance measurement and improvement services to U.S.
healthcare providers including hospitals (inpatient), medical
practices and alternate-site (outpatient) providers. The company's
portfolio of services addresses the growing needs of healthcare
organizations to measure and improve patient satisfaction (based
on results of patient surveys), enhance quality of care, increase
operational efficiencies, and optimize Medicare reimbursement
capabilities. Press Ganey operates primarily in three key
segments, including patient satisfaction, clinical performance,
and operational and strategic consulting services. The company is
privately-held by PE firm Vestar Capital Partners. During 2011,
the company generated total revenues of approximately $217
million.


PINNACLE AIRLINES: Intends to Furlough 450 Pilots
-------------------------------------------------
MyFoxMemphis.com reports that Pinnacle Airlines plans to furlough
hundreds of pilots.  A spokesperson for the company said about
450 pilots will be put on temporary, unpaid leave over the next
18 months.  The spokesperson says they're exploring all options
for those impacted by the decisions.

According to the report, Congressman Steve Cohen says industry
changes are having a big impact on Memphis, "These are jobs that
can't be easily replaced in Memphis and we're losing jobs in the
airport industry.  We've lost a lot of Delta pilots that are no
longer stationed here and American agents are going to be
replaced.  There's a lot of changing in the industry, and it's
not something Memphis can cope with."

                       About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.


PINNACLE AIRLINES: Has Approval for Davis Polk as Bankr. Counsel
----------------------------------------------------------------
Pinnacle Airlines Corp., et al., sought and obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Davis Polk & Wardwell LLP as their attorneys to
perform the legal services that will be required during the
Chapter 11 cases.

The Debtors have also applied to employ Akin Gump Strauss Hauer &
Feld LLP as conflicts counsel to represent the Debtors during the
chapter 11 cases with respect to matters that may arise for which
Davis Polk cannot or will not represent the Debtors because of
actual or potential conflicts of interest.  To minimize costs,
Davis Polk will continue to work closely with the Debtors, Akin
Gump, and each of the Debtors other retained professionals to
clearly delineate each professional's respective duties and to
prevent unnecessary duplication of services whenever possible.

As of the filing of the cases, Davis Polk was not a creditor of
the Debtors.  Beginning in December 2011, the Debtors established
a retainer balance with Davis Polk.  As Davis Polk issued invoices
to the Debtors, Davis Polk applied the amount due from the
retainer, and the Debtors subsequently replenished the retainer.
Davis Polk now holds a retainer in the amount of $1.79 million.

To the best of the Debtors' knowledge, Davis Polk and its
professionals are "disinterested persons" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                 About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.


PINNACLE AIRLINES: Wins OK for Akin Gump as Conflicts Counsel
-------------------------------------------------------------
Pinnacle Airlines Corp., et al., sought and obtained the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Akin Gump Strauss Hauer & Feld LLP as
conflicts counsel.

In December 2011, the Debtors retained Akin Gump to advise and
represent the Debtors with respect to, and opposite, Delta Air
Lines, Inc. and its affiliates.  The Debtors anticipate that they
will continue to need conflicts counsel to advise and represent
them in discussions with, and on matters relating to, Delta during
these Chapter 11 cases.

According to the application, Akin Gump  will handle matters
related to Delta and other matters that the Debtors may encounter
in the cases that Davis Polk & Wardwell LLP, as general
restructuring counsel, will not handle to avoid an actual or
potential conflict of interest.  This will avoid unnecessary
litigation and reduce the overall expense of administering the
Chapter 11 cases.

Lisa G. Beckerman, a partner of Akin Gump, tells the Court that
the firm will bill at its standard hourly rates which are:

         Partners                     $570 - $1,200
         Senior Counsel               $425 -   $865
         Counsel                      $530 -   $695
         Associates                   $335 -   $630
         Paraprofessionals            $130 -   $315

The fees cap of any attorney working on the case is at $900/hour.

The applicable hourly rates for the Akin Gump attorneys with
primary responsibility for the case are:

Lisa Beckerman, partner                $995 but capped at $900
Michael Mandel, partner                $755
Brian Kim, partner                     $825
Meng Ru, counsel                       $630
Joshua Sturm, associate                $600

Ms. Beckerman assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                 About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.


PINNACLE AIRLINES: Taps Ernst & Young as Independent Auditor
------------------------------------------------------------
Pinnacle Airlines Corp., et al., obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Ernst & Young LLP as independent auditor.

E&Y LLP will, among other things:

   -- auditing and report on the consolidated financial statements
      of Pinnacle for the year ended Dec. 31, 2011;

   -- audit and report on the effectiveness of Pinnacle's internal
      control over financial reporting as of Dec. 31, 2011; and

   -- review Pinnacle's unaudited interim financial information
      before Pinnacle files its Form 10-Q.

Matthew Stone, a partner of E&Y LLP, tells the Court that the
hourly rates of the firm's personnel are:

         National Office and Specialist Partner        $785
         Specialist Senior Manager                     $630
         Partner                                       $525
         Executive Director                            $450
         Senior Manager                                $360
         Manager                                       $300
         Senior                                        $195
         Staff                                         $135

As of the Petition Date, E&Y LLP is holding a remaining advance
payment from the Debtors in the amount of $79,711.

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

                   About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.


PINNACLE AIRLINES: Has OK for Seabury as Restructuring Advisor
--------------------------------------------------------------
Pinnacle Airlines Corp., et al., sought and obtained from the U.S.
Bankruptcy Court for the Southern District of New York permission
to employ Seabury Advisors LLC and its affiliate Seabury
Consulting LLC as financial restructuring advisor.

The Debtors said in the application that Seabury will, among other
things:

   a) oversee and assist with general corporate finance
      operations;

   b) implement a business plan and strategy that is designed to
      streamline the Debtors' cost base and operational
      efficiency;

   c) manage and monitor a 13-week cash flow forecasting tool
      well as improving cash management and cash preservation.

Virginia L. Hughes, an executive director of Seabury that
maintains offices at 1350 Avenue of the Americas, New York City,
tells the Court that as of the Petition Date, Seabury had been
compensated by the Debtors for approximately $1,025,000 in fees
and $110,833 in expenses well as the payment of a $100,000 deposit
in accordance with the terms of the Engagement Agreement.  After
giving effect to the application of its final prepetition charges,
Seabury now holds a retainer in the approximate amount of
$100,000.

Ms. Hughes assures the Court that Seabury is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.


PINNACLE AIRLINES: Has Epiq Bankruptcy as Administrative Agent
----------------------------------------------------------------
Pinnacle Airlines Corp., et al., sought and obtained from the U.S.
Bankruptcy Court for the Southern District of New York permission
to employ Epiq Bankruptcy Solutions, LLC as administrative agent.

As reported in the Troubled Company Reporter on April 4, 2012, the
Debtors previously sought authority from the Court to employ Epiq
as claims and noticing agent.

As administrative agent, Epiq will, among other things:

   a) assist with, among other things, solicitation, balloting and
      tabulation and calculation of votes, well as prepare any
      appropriate reports, as required in furtherance of
      confirmation of plan(s) of reorganization;

   b) generate an official ballot certification and testifying, if
      necessary, in support of the ballot tabulation results; and

   c) gather data in conjunction with the preparation, and assist
      with the preparation, of the Debtors' schedules of assets
      and liabilities and statements of financial affairs.

Prior to the Petition Date and pursuant to the Services Agreement,
Epiq received a retainer of $25,000.

As part of the overall compensation payable to Epiq under the
terms of the services agreement, the Debtors have agreed to
certain indemnification obligations.  The services agreement
provides that the Debtors will indemnify, defend and hold Epiq,
its affiliates, parent and each entity's officers, members,
directors, agents, representatives, managers, consultants and
employees harmless under certain circumstances specified in the
services agreement, except in circumstances resulting solely from
Epiq's own bad-faith, self-dealing, breach of fiduciary duty (if
any), gross negligence, or willful misconduct.

To the best of the Debtors' knowledge, Epiq does not hold or
represent an interest materially adverse to the Debtors' estates
with respect to any matter for which it will be employed; or have
any materially adverse connection to the Debtors, their creditors
or other relevant parties.

                 About Pinnacle Airlines Corp.

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.


PITTSBURGH CORNING: Has New Plan in 12-Year Old Case
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pittsburgh Corning Corp., a joint venture between
Corning Inc. and PPG Industries Inc., filed another amendment to
its reorganization plan designed to wrap up a Chapter 11 begun
12 years ago.  The previous effort to confirm a plan came to
naught in June 2011 when the bankruptcy judge, for a second time,
refused to confirm the reorganization plan designed to shed PCC,
Corning and PPG of liability for asbestos claims arising from
PCC's business.

According to the report, a hearing to consider the new plan is
scheduled for June 21.  The new plan was filed four days after the
12th anniversary of bankruptcy.  The plan filed on April 20 is
intended to remedy defects identified in the plan by U.S.
Bankruptcy Judge Judith K. Fitzgerald in Pittsburgh. She refused
to approve a prior version of the plan in 2006. Last year, she
nixed the plan because it would have barred claims that were
independent of PCC's business.  Last year, she also said the plan
didn't comply with the so-called insurance neutrality test because
it was ambiguous and might be interpreted to alter insurance
companies' rights to resist payment of asbestos claims.

Mr. Rochelle notes that last year's plan had been accepted by 99%
of asbestos claimants.  Once confirmed, the plan would enable both
Corning and PPG to shed some liabilities by channeling asbestos
claims into a trust to be funded with contributions by the two
companies and insurance policies. The newest plan, like the prior
version, is supported by the asbestos claimants' committee and the
representative of future claimants.  It would deal with 140,000
claims arising from an asbestos pipe insulation that wasn't
manufactured after 1972.

                     About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte & Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.


RADIATION THERAPY: Moody's Lowers Corp. Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service lowered Radiation Therapy Services,
Inc.'s ("RTS") corporate family and probability of default ratings
to B3 from B2, assigned a Ba3 rating to a proposed $150 million
first lien revolving credit facility, and a B1 rating to a
proposed $335 million second lien notes. In addition, Moody's
lowered the company's $376 million subordinated notes to Caa2 from
B3. Concurrently with the above ratings actions, speculative grade
liquidity ("SGL") rating of SGL-3 was assigned, indicating
adequate liquidity. The outlook was changed to stable from
negative.

The downgrade of the corporate family rating to B3 reflects
Moody's view on the aggressiveness of the company's financial
policy that is expected to place further stress on RTS' already
highly leveraged capital structure and weak free cash flow.

The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to the execution of
the transaction as currently proposed and Moody's review of final
documentation):

Corporate family rating, downgraded to B3 from B2;

Probability of default rating, downgraded to B3 from B2;

$150 million first lien senior secured revolving credit facility,
due 2016, rated Ba3 (LGD1, 3%);

$335 million second lien senior secured notes, due 2017, rated B1
(LGD3, 30%);

$376 million senior subordinated notes, due 2017, downgraded to
Caa2 (LGD5, 79%) from B3 (LGD5, 76%).

The ratings on the company's existing revolving credit facility
and term loan will be withdrawn at the close of the transaction.

The downgrade of the corporate family rating to B3 also considers
the ongoing macro issues surrounding the delivery of healthcare
and reimbursement environment which present an obstacle for the
company. The B3 rating also considers RTS' concentration by
geography (Florida is approximately 40% of the company's global
freestanding revenues) and payor (Medicare is 45% of the company's
U.S. domestic revenues). Furthermore, the ratings are constrained
by the company's aggressive acquisition strategy, especially given
RTS' current capital structure and the macro environment. Also,
the company's endeavor to further evolve as an integrated cancer
care (ICC) provider may present challenges. However, Moody's
recognizes the company's desire to further evolve its business
model in order to adapt to the healthcare landscape where
providers across disciplines collaborate to provide patient care.

Moody's recognizes that RTS is a leader in its industry with a
best in class clinical team and technological platform.
Furthermore, RTS is known for its know-how in the field of
radiation therapy. RTS also focuses on research in order to find
innovative ways to improve cancer treatment. Additionally, while
the company is concentrated by revenue and payor, the diagnosis
mix is rather diverse when compared to some of its peers. This
reduces some reimbursement risk.

The stable outlook reflects Moody's projection of adequate
liquidity profile (as reflected in SGL-3) and no additional
reduction in reimbursement rates. Further, the stable outlook
assumes the company's ability to continue to maintain its market
position.

The ratings could be downgraded if the company's revenue and
volumes decline more than 10% on an ongoing basis, liquidity
position deteriorates, debt leverage increases to above 7.5 times
on a sustained basis, and interest coverage (EBITDA-CAPEX)/
interest expense declines to below 1 times on a sustained basis.
Also, if there are further declines in Medicare reimbursement for
2013 or beyond those currently anticipated Moody's could downgrade
the ratings.

The ratings could be upgraded if the company's debt-to-EBITDA
would decline on a sustained basis below 5.5 times and free cash
flow to debt increases on a sustained basis above 2%. A ratings
upgrade would also have to be supported by a stable reimbursement
environment, steady or improving volumes, and a good liquidity
position.

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

Radiation Therapy Services owns and operates radiation treatment
facilities in the US and Latin America. The company's revenues for
2011 were $644.7 million. RTS is owned by Vestar Capital and
management.


RITE AID: Jean Coutu's Equity Stake Down to 19.8%
-------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, The Jean Coutu Group (PJC) Inc. and its
affiliates disclosed that, as of April 17, 2012, they beneficially
own 178,401,162 shares of common stock of Rite Aid Corporation
representing 19.85% based on 898,454,487 shares of Company's
common stock outstanding as of Dec. 14, 2011, as reported in
Company's Form 10-Q for the quarterly period ended Nov. 26, 2011.

Jean Coutu Group previously reported beneficial ownership of
223,201,162 common shares or $24.8% equity stake as of April 17,
2012.  On April 20, 2012, PJC sold 44,800,000 shares at an average
price of $1.50.

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

                       http://is.gd/s1owJA

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

The Company reported a net loss of $368.57 million for the 53
weeks ended March 3, 2012, compared with a net loss of $555.42
million for the 52 weeks ended Feb. 26, 2011.

The Company's balance sheet at March 3, 2012, showed $7.36 billion
in total assets, $9.95 billion in total liabilities and a $2.58
billion total stockholders' deficit.

                           *     *     *

In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit
rating.  During that time, Moody's Investors Service also affirmed
its Caa2 Corporate Family Rating, Caa2 Probability of Default
Rating, and SGL-3 Speculative Grade Liquidity rating.

"The ratings reflect our expectation that Camp Hill, Pa.-based
retail drugstore chain Rite Aid Corp.'s financial risk profile
will remain 'highly leveraged', despite improving sales trends,
due to its significant debt," said Standard & Poor's credit
analyst Ana Lai.

Moody's said, Rite Aid's Caa2 Corporate Family Rating reflects its
weak credit metrics and unsustainable capital structure with debt
to EBITDA of 8.8 times and EBITA to interest expense of 0.8 times.
Although Moody's believes that Rite Aid earnings will benefit from
Walgreen's dispute with Express Scripts as well as from the strong
generic pipeline, Moody's anticipates that lower reimbursement
rates will offset some of this positive earnings pressure. Thus,
Moody's forecasts that Rite Aid's credit metrics will remain weak.
In addition, Rite Aid faces a tradeoff between the need to address
its sizable 2014 and 2015 debt maturities against the likelihood
that any refinancing will be at a higher interest rate. Should
Rite Aid successfully refinance its 2014 and 2015 debt maturities,
its borrowing costs will likely increase further weakening Rite
Aid's interest coverage. Consequently, Moody's is concerned that
Rite Aid may choose to voluntarily restructure its debt over the
medium term.


RIVER ROAD: Supreme Court Hears Arguments on RadLax Case
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court heard oral argument April 23
in a case called RadLax to decide whether a secured creditor
always has the right to force a bankrupt company into holding an
auction where the lender can bid its secured debt rather than
cash, in a process known as credit bidding.

The case involved the InterContinental Chicago O'Hare hotel near
Chicago's largest airport where the lender wanted to take over
ownership.  The bankrupt hotel wanted to hold an auction where the
lender would have been forced to bid cash and precluded from
credit bidding with secured debt.

Justice Stephen G. Breyer said he didn't see anything wrong with
giving the collateral to the lender if it wants property that's
worth less than the debt.  Similarly, Chief Justice John G.
Roberts Jr. asked whether the ability to take the property wasn't
one of the rights the lender acquired on making the loan.

Mr. Rochelle notes that at the April 23 hearing, there were no
questions from the justices and no comments from the lawyers about
different types of cases where the secured lender wanting to
credit bid doesn't have a lien on all assets.

Mr. Rochelle recounts that the case in the Supreme Court came from
the U.S. Court of Appeals in Chicago, which ruled earlier this
year that the secured lender must be allowed to credit bid.  The
appellate courts in New Orleans and Philadelphia previously
reached the opposite result, ruling in 2009 and 2010,
respectively, that the plain meaning of the statute leads to the
conclusion that there is no absolute right to credit bid when a
Chapter 11 plan provides other protections for the secured lender.

The hotel argued that the plain meaning of the statute gives the
bankruptcy court the right to deny credit bidding if there is
another method of insuring the lender has the "indubitable
equivalence" of the value of its collateral.  There were few
comments from the justices suggesting the plain meaning of the
statute was in favor of the hotel owner.

Justice Sonia Sotomayor said near the end of argument that
allowing a secured lender to credit bid is the "norm."  She asked
whether it would be advisable for the Supreme Court to lay down a
rule that would upset current practice in bankruptcy courts.

The most-recently appointed Supreme Court justice, Elena Kagan,
inquired how a reorganization plan could ever give anything to
unsecured creditors when the lender wanted the property and it was
worth less than the debt.

Mr. Rochelle also notes that should the justices rule against the
hotel, bankrupt companies with mortgages covering all the assets
may have little hope of fending off secured creditors bent on
taking ownership.  Later cases will say what happens when a
lender's lien is on less than all the property.

Justice Anthony M. Kennedy recused himself from the case and
wasn't on the bench for oral argument.

The credit bidding case in the Supreme Court is RadLax Gateway
Hotel LLC v. Amalgamated Bank, 11-166, U.S. Supreme Court
(Washington).  The opinion by the Court of Appeals is River
Road Hotel Partners LLC v. Amalgamated Bank (In re River Road
Hotel Partners), 10-3597, 7th U.S. Circuit Court of Appeals
(Chicago).

           About River Road Hotel & RadLAX Gateway Hotel

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both were controlled
owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047) also on the same date,
estimating assets at $50 million to $100 million.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represented Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represented U.S. Bank.

The bankruptcy judge in Chicago on July 7, 2011, signed a
confirmation order for the Chapter 11 plan for River Road.  The
plan, which was proposed by River Road's lender, Amalgamated Bank,
will give ownership in exchange for $162 million in debt.  The
lender waived its deficiency claim on taking title through the
plan.  The plan was declared effective Nov. 23, 2011.

RadLAX's case remains pending.


RIVIERA HOLDINGS: Moody's Cuts Corporate Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service downgraded Riviera Holdings
Corporation's ratings and placed the company's ratings on review
for further possible downgrade. Riviera's Corporate Family Rating
("CFR") was downgraded to Caa1 from B3, its series A term loan and
revolver to B3 from B2, and its Series B term loan to Caa3 from
Caa2. Moody's also revised Riviera's Speculative Grade Liquidity
rating to SGL-3 from SGL-2. The ratings are on review for further
possible downgrade.

The downgrade reflects the year over year approximate $2.5 million
EBITDA decline at Riviera Las Vegas' property between fiscal
fourth quarter 2011 and the prior year, along with the fact that
the property reported negative EBITDA of about $8 million for
fiscal 2011. Although the company's Black Hawk Colorado property
reported positive EBITDA for fiscal 2011 of $9.7 million, Riviera
announced that it had entered into an agreement to sell the
Riviera Black Hawk to Monarch Casino & Resort, Inc. for $76
million. Since Monarch obtained its Colorado gaming license on
April 19, 2012, the sale is expected to close by the end of April
2012.

The review for possible downgrade reflects Moody's view that
Riviera may choose not to use all of the proceeds from the sale of
the Black Hawk Riviera to repay all of its outstanding debt.
Although Riviera's credit agreements require all net proceeds from
the Black Hawk sale to be used repay debt, there is a chance the
company and its lenders may agree to amend this provision. If that
happens, the ratings would likely be downgraded reflecting Moody's
view that operating results of the Riviera Las Vegas will not
rebound quickly thereby forcing the company to draw on cash
reserves to support operations.

Moody's current expectation is that Riviera will complete the sale
of the Riviera Black Hawk. However, failure to complete
transaction for any reason would also likely result in a downgrade
given Moody's opinion that the company in its current form can not
meet its debt service obligations without a material improvement
in EBITDA.

The review for further possible downgrade will focus on how much
of the cash proceeds from the Riviera Black Hawk sale Riviera uses
to repay debt. Ratings would likely be downgraded if the
transaction closes and Riviera does not fully repay its debt. The
review will also focus on Riviera's turn-around plan for the Las
Vegas casino.

Ratings downgraded and placed on review for further possible
downgrade:

Corporate Family Rating to Caa1 from B3

Probability of Default Rating to Caa1 from B3

First Lien Series A $10 million revolver due 4/2016 to B3 (LGD 3,
35%) from B2 (LGD 3, 35%)

First Lien Series A $50 million term loan due 4/2016 to B3 (LGD 3,
35%) from B2 (LGD 3, 35%)

Second Lien Series B $23 million term loan due 4/2016 to Caa3 (LGD
5, 85%) from Caa2 (LGD 5, 85%)

Ratings Rationale

Riviera's Caa1 CFR reflects the company's small size in terms of
revenue and EBITDA, reliance on the loss generating Riviera Las
Vegas once the sale of the Riviera Black Hawk closes and the
challenges Riviera faces in turning around the operations at its
Las Vegas property. While the Las Vegas Strip's recovery is
gaining traction, primarily through improved hotel occupancy, the
Riviera Las Vegas' EBITDA has not yet benefited from these trends.
Riviera's lack of diversification makes it more vulnerable to
regional economic swings, market conditions, promotional activity,
and earnings compression.

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

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino in Las Vegas and the Riviera Black Hawk casino in
Colorado. The company generates approximately $120 million in net
revenues annually.


ROOMSTORE INC: Asks for Aug. 8 Extension of Plan Filing Period
--------------------------------------------------------------
Roomstore, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to extend the period during which the Debtor
has the exclusive right to file a plan of reorganization for an
additional 120 days through and including Aug. 8, 2012.

The Debtor also asks the Court to extend the period during which
the Debtor has the exclusive right to solicit acceptances of a
Plan for an additional 121 days through and including Oct. 8,
2012.

The Debtor's case is complex, with over one thousand creditors and
over seventy separate landlords as of the Petition Date.  Troy
Savenko, Esq., at Lowenstein Sandler PC, the attorney for the
Debtor, tells the Court that although the Debtor hopes to file a
Plan prior to the current expiration of the Exclusive Filing
Period on April 10, 2012, the complexities of its case may delay
the Debtor's filing of a plan, which could shift undue influence
over the course of the bankruptcy case and derail the Debtor's
reorganization efforts.  "After just over two months in
bankruptcy, during which the Debtor has timely paid its
postpetition debts, the Debtor has made substantial progress in
these efforts and believes it will be able to file and solicit
votes on a viable plan of reorganization," Mr. Savenko says.

The Debtor is in the process of closing stores previously
identified as underperforming, evaluating its remaining retail
stores, and continuing to negotiate in good faith with landlords
for potential lease modifications and creditors to define the
contours of its reorganization plan.  According to Mr. Savenko,
the requested extension of the Exclusivity Periods will let the
Debtor maintain control of its reorganization efforts -- which are
well underway -- but is not being sought to place pressure on
creditors and will not prejudice the rights of creditors or other
parties-in-interest.

The Official Committee of Unsecured Creditors objects to the
Debtor's request to extend the Exclusive Periods.

The Committee submits that the Debtor has not met its burden of
establishing cause for the Court to extend the period during which
the Debtor has the exclusive ability to file a plan of
reorganization and solicit plan acceptance from creditors.  The
progress cited by the Debtor in its motion is insufficient grounds
to establish cause, Tyler P. Brown, Esq., at Hunton & Williams
LLP, the counsel for the Committee, says.

The Debtor has cited the refinancing of its post-petition loan,
the closing of certain of its stores through going-out-of-business
sales, approval of procedures for rejecting unexpired leases, and
the extension of the deadline to assume or reject leases of
nonresidential property.  Mr. Brown states, "The store closings
and post-petition loan refinancing, while providing short-term
liquidity, are not proof of progress toward formulating a plan of
reorganization.  The balance of the Debtor's 'progress' is
predominantly administrative."

Mr. Brown says that the Debtor has not described any progress
whatsoever in (i) negotiating or preparing a plan of
reorganization or a term sheet, (ii) making good-faith progress
toward reorganization, (iii) demonstrating reasonable prospects
for filing a viable plan, and (iv) negotiating with creditors.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  In its schedules, the
Debtor disclosed $44,624,007 in total assets and $34,746,919 in
total liabilities.  The petition was signed by Stephen Girodano,
president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROOMSTORE INC: Files Schedules of Assets and Liabilities
--------------------------------------------------------
RoomStore, Inc., filed with the U.S. Bankruptcy Court District for
the Eastern District of Virginia its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $5,027,768
  B. Personal Property           $39,596,239
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,049,786
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,346,761
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $25,350,372
                                 -----------      -----------
        TOTAL                    $44,624,007      $34,746,919

A full-text copy of the schedules is available for free at:

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

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


ROSETTA GENOMICS: Extraordinary General Meeting Set for May 14
--------------------------------------------------------------
An extraordinary general meeting of the shareholders of Rosetta
Genomics Ltd. will be held at the offices of the Company at 10
Plaut St., Rehovot, Israel on May 14, 2012, at 17:00 (Israel time)
for the following purposes:

   (1) To approve the consolidation of the Company's ordinary
       shares into a smaller number of shares with a greater
       nominal (par) value per share and the corresponding
       amendment to the Company's articles of association; and

   (2) To approve an increase of the Company's registered
      (authorized) share capital and the corresponding amendment
       to the Articles.

Shareholders of record at the close of trading on April 20, 2012,
are entitled to notice of, and to vote at, the Extraordinary
Meeting.  All shareholders are cordially invited to attend the
Extraordinary Meeting in person.  Two or more shareholders
present, personally or by proxy, who hold or represent together
more than 25% of the voting rights of the Company's issued share
capital will constitute a quorum for the Extraordinary Meeting.
If within half an hour from the time scheduled for the
Extraordinary Meeting a quorum is not present, the Extraordinary
Meeting will be adjourned to May 21, 2012, at the same time and
place.  At any adjourned meeting, any two shareholders present in
person or by proxy will constitute a quorum.

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

For the year ended Dec. 31, 2011, Kost Forer Gabbay & Kasierer, in
Tel-Aviv, Israel, expressed substantial doubt about Rosetta
Genomics' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring operating
losses and generated negative cash flows from operating activities
in each of the three years in the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.

                        Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States."


ROSETTA GENOMICS: Receives Key U.S. Patent Allowance
----------------------------------------------------
Rosetta Genomics, Ltd., received a patent allowance from the U.S.
Patent and Trademark Office for Patent Application 12/800,556
titled, "MICRORNAS AND USES THEREOF."  The allowed claims cover
the composition of matter for miR-378, a core element of Rosetta
Genomics' microRNA technology used in its miRview mets and miRview
mets2 diagnostic tests for the accurate identification of the
primary tumor type in Cancer of Unknown Primary patients as well
as cancer patients with difficult to diagnose metastases. Once
issued, this patent will provide protection through May 2024.

The allowed claims provide for miR-378 as a specific microRNA
sequence, as well as sequence variants, as opposed to general
mechanisms or concepts.  The allowed claims are directed to novel
technologies that can be used for detecting and profiling
microRNAs, and have application in the use of microRNA-378 as
diagnostic biomarkers and therapeutics targets"

Rosetta Genomics maintains a robust intellectual property strategy
to protect its leadership position in microRNA technology.

Rosetta's portfolio includes 24 issued patents, including 21 in
the U.S. With this new patent allowance, Rosetta now has three
U.S. allowed patent applications.  In addition, Rosetta has 55
patent applications, including 23 in the U.S.

Commenting on this new patent allowance, Kenneth A. Berlin.,
President and Chief Executive Officer of Rosetta Genomics, said,
"We are delighted to add this U.S. patent to our growing worldwide
intellectual property portfolio as it serves to further strengthen
our leadership position in microRNA technology.  This patent is
important as it protects key elements of our microRNA diagnostic
technology that are critical to miRview mets and miRview mets2
tests, our diagnostic tests for the identification of tissue
origin in CUP and difficult to diagnose metastases which we
estimate could benefit 200,000 patients a year in the U.S. alone.

"Rosetta Genomics has pioneered the development of microRNA
technology.  We believe we have the earliest and broadest patents
and patent applications related to composition of matter on
microRNAs, and feel this provides us with the widest access to the
Sanger database, which is a key differentiating factor of our
technology.  This new patent is important to protecting our global
leadership position in microRNA technology and resulting
diagnostic and therapeutic products," added Mr. Berlin.

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

For the year ended Dec. 31, 2011, Kost Forer Gabbay & Kasierer, in
Tel-Aviv, Israel, expressed substantial doubt about Rosetta
Genomics' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring operating
losses and generated negative cash flows from operating activities
in each of the three years in the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States.


SAAB CARS: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------
Saab Cars North America, Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware a list of creditors holding the
20 largest unsecured claims:

  Name of creditor             Nature of claim   Amount of Claim
  ----------------             ---------------   ---------------
GM Service & Parts Operations
6060 West Bristol Road
Flint, MI 48554                    Trade Debt         $572,534

George P. Johnson
3600 Gibbings Road
Auburn Hills, MI 48326             Trade Debt         $486,225

IFS Vehicle Distributors
15565 Northland Drive
Suite 409 East
Southfield, MI 48075               Trade Debt         $477,235

General Motors LLC                 Services           $378,879

Urban Science Applications, Inc.   Trade Debt         $351,040

FAPS, Inc.                         Trade Debt         $252,590

Carison Marketing Worldwide, Inc.  Trade Debt         $225,376

Fedex ERS                          Trade Debt         $222,626

M2 Motors Inc.                     Trade Debt         $203,578

Dealer DOT Com Inc.                Trade Debt         $181,773

Charles River East Inc.            Trade Debt         $177,657

Dealer Tire, LLC                   Trade Debt         $164,402

Somerset Auto Collection Inc.      Trade Debt         $156,694

MSX International Inc.             Trade Debt         $136,400

Zimbrick, Inc.                     Trade Debt         $133,014

Peter Mueller, Inc.                Trade Debt         $117,807

Saab of Macomb LLC                 Trade Debt         $110,610

Dirito Brothers Walnut Creek Inc.  Trade Debt         $109,765

Partners Automotive
Group of Bedford Inc.              Trade Debt         $101,097

Countryside VW Inc.                Trade Debt          $94,932

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary Chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

In its schedules, Saab Cars disclosed $48,194,482 in total assets
and $124,013,118 in total liabilities.


SAAB CARS: Files Schedules of Assets and Liabilities
----------------------------------------------------
Saab Cars North America, Inc., filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $48,194,482
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $61,080,054
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $2,836,504
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $60,096,560
                                 -----------      -----------
        TOTAL                    $48,194,482     $124,013,118

A full text copy of the company's schedules of assets and
liabilities is available free at:

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

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary Chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.


SAAB CARS: U.S. Trustee Appoints 7-Member Creditor's Panel
----------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, under 11 U.S.C.
Sec. 1102(a) and (b), appointed seven unsecured creditors to serve
on the Official Committee of Unsecured Creditors of Saab Cars
North America, Inc.

The Creditors Committee members are:

      1. Peter Mueller Inc.
         Attn: Kurt A. Schirm
         540 S. Washington Street
         Falls Church, VA 22046
         Tel: (703) 919-5344
         Fax: (703) 237-4271

      2. IFS Vehicle Distributors
         Attn: Kreg Kitchen
         15565 Northland Drive, Suite 409E
         Southfield, MI 48075
         Tel: (510) 569-9024
         Fax: (510) 569-7090

      3. Countryside Volkswagen
         Attn: Jonathan Schmelz
         1180 E. Hwy 36
         Maplewood MN 55109
         Tel: (651) 484-8441
         Fax: (651) 484-8446

      4. Saab of North Olmstead
         Attn: Robert S. Kistler
         28300 Lorain Road
         North Olmstead, OH 44070
         Tel: (330) 936-1683
         Fax: (440) 348-2025

      5. Saab of Bedford
         Attn: Chris Houdek
         11 Broadway Avenue
         Bedford, OH 44146
         Tel: (440) 439-2323
         Fax: (440) 439-8977

      6. Whitcomb Motors Inc.
         Attn: Thomas L. Backes
         1800 Boston Post Road
         Guilford, CT 06437
         Tel: (203) 453-0396
         Fax: (203) 453-5920

      7. Delaware Motor Sales, Inc.
         Attn: Michael Uffner
         1606 Pennsylvania Avenue
         Wilmington, DE 19806
         Tel: (302) 656-3100
         Fax: (302) 652-2494

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary Chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

In its schedules, Saab Cars disclosed $48,194,482 in total assets
and $124,013,118 in total liabilities.


SAAB CARS: Motion to Designate James V. McTevia as CRO Withdrawn
----------------------------------------------------------------
Stevens & Lee, P.C., and Butzel Long, counsels for Saab Cars North
America, Inc., notified the U.S. Bankruptcy Court for the District
of Delaware that the Debtor has withdrawn its motion to employ
McTevia and Associates, and designate James V. McTevia as chief
restructuring officer for the Debtor.

The Debtor had sought to employ McTevia LLC to perform
restructuring services for the Debtor and designate Mr. McTevia as
CRO on these rates:

          Mr. McTevia, principal     $350
          Financial Staff         $250 - $275
          Management Staff        $150 - $225
          Paraprofessionals and
          Support Staff            $75 - $125

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SAAB CARS: Court OKs Hiring of Butzel Long as Insolvency Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Saab Cars North America, Inc., to employ Butzel Long, a
professional corporation as insolvency counsel.

Butzel is expected to, among other things:

   a) give legal advice in connection with the commencement of the
      case and the responsibilities of the debtor-in-possession;

   b) facilitate Court approval of financing and other urgent
      matters to permit the efficient administration of the
      estate; and

   c) give legal advice and assistance with respect to a going
      concern asset sale and similar items.

The hourly rates of Butzel are:

         Shareholders                  $330 - $780
         Senior Attorneys              $260 - $410
         Associates                    $235 - $355
         Of Counsel                    $310 - $550
         Paralegals                    $155 - $275

Butzel has received a $90,000 retainer from Debtor in connection
with the case.

To the best of the Debtor's knowledge, Butzel is a "disinterested
person" as that term is defined by Section 101(14) of the
Bankruptcy Code.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SAAB CARS: Stevens & Lee Approved as Bankruptcy Co-Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Saab Cars North America, Inc., to employ Stevens & Lee, P.C., as
co-counsel.

The Debtor has been assured that S&L and Butzel Long, a
professional corporation, will allocate their delivery of services
to the Debtor so as to avoid any unnecessary duplication of
services.

The individuals designated to represent the Debtor and their
hourly rates are:

         Joseph H. Huston, Jr., shareholder      $635
         Maria Aprile Sawczuk, of counsel        $450
         Paralegals and Legal Assistants      $185 - $200

S&L has also agreed that it will charge any necessary but
nonworking travel time associated with the case at 50% of its
standard rates.

To the best of the Debtor's knowledge, S&L does not hold nor
represent any interest adverse to the Debtor's estate with respect
to the matters upon which the firm is to be engaged.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SHEPHERD'S FEDERAL: NCUA Liquidates Credit Union
------------------------------------------------
The National Credit Union Administration (NCUA) last month
liquidated Shepherd's Federal Credit Union of Charlotte, N.C. NCUA
made the decision to liquidate Shepherd's Federal Credit Union and
discontinue the credit union's operations after determining the
credit union was insolvent and had no prospect for restoring
viable operations.

Member deposits at Shepherd's Federal Credit Union are federally
insured by the National Credit Union Share Insurance Fund up to
$250,000. NCUA's Asset Management and Assistance Center will issue
checks to members holding verified share accounts in the credit
union within one week.

Members of Shepherd's Federal Credit Union may contact NCUA's
Consumer Assistance Center hotline toll free at 800-755-1030 with
any questions. The center answers calls Monday through Friday
between 8:00 a.m. and 6:00 p.m. Eastern time. Individuals may also
visit the MyCreditUnion.gov website at any time for more
information on share insurance coverage
(http://www.mycreditunion.gov/protect/Pages/Is-My-Money-Safe-in-a-
Credit-Union.aspx).

Shepherd's Federal Credit Union served 1,397 members and had
deposits of approximately $379,000. Chartered in 2010, Shepherd's
Federal Credit Union served members and employees of Unity, the
Way of Holiness Christian Church in Charlotte and Clarkton, N.C.

Shepherd's Federal Credit Union is the fourth federally insured
credit union liquidation in 2012.


SAGUACHE COUNTY: Aventa Credit Assumes Membership Shares
--------------------------------------------------------
The Colorado Division of Financial Services appointed the National
Credit Union Administration (NCUA) as liquidating agent of
Saguache County Credit Union of Moffat, CO, on March 23, 2012.
Immediately following appointment as liquidating agent of SCCU,
NCUA entered into an agreement with Aventa Credit Union of
Colorado Springs, CO, to purchase and assume membership shares and
certain assets of SCCU.

The Colorado Division of Financial Services made the decision to
liquidate SCCU and discontinue its operations after determining
the credit union was insolvent with no prospect for restoring
viable operations. At the time of liquidation, SCCU served 3,185
members and had assets of approximately $17 million.

For consumers, this arrangement means that the former members of
SCCU will enjoy ongoing services from Aventa Credit Union, and
there will be no interruption in services. The accounts of the
former SCCU members who are now new members of Aventa Credit Union
remain federally insured by the National Credit Union Share
Insurance Fund up to $250,000.

Aventa Credit Union is a federally insured, state-chartered credit
union with $135 million in assets. Aventa began in Colorado
Springs in 1957 as the city employee's credit union. The Pueblo
City Employees Federal Credit Union merged with Aventa in 2010.
With the acquisition of the SCCU, the combined membership total is
approximately 21,000.

"Aventa has worked in partnership with the NCUA in acquiring SCCU
so that the people of Saguache, Rio Grande and Alamosa counties
could continue to have a credit union option for their personal
financial needs," said Aventa President/Chief Executive Officer,
Gregory J. Mills. "All of us at Aventa believe passionately in the
credit union movement, so the decision to step in and help was an
easy one for us."


SHOREBANK CORP: Court Denies Request to Reconstitute Committee
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
denied the emergency motion of Jamil Moore, Ron Gryzwinski, and
Mary Houghton to direct the U.S. Trustee to reconstitute the
unsecured creditors committee in the bankruptcy case of The
Shorebank Corporation, et al.

Just three weeks after the Petition Date, the Debtors filed a
disclosure statement and proposed a liquidating plan.  The plan
calls for, among other things, the establishment of a liquidating
trust and appointment of a trust administrator.

As previously reported by the TCR on March 27, 2012, the U.S.
Trustee appointed three members to the Committee consisting of
Jamil Moore, The Bank of New York Mellon, and Wilmington Trust
Company.

Dissatisfied with the Committee composition, Mr. Moore, et al.,
asked the Court to reconstitute the Committee asserting that the
constitution of the Committee is unsuitable because it is
dominated by holders of trust preferred securities.  The
Committee, on the other hand, argued that the movants are not
really interested in adequate representation of their interests
but instead want to control the Committee themselves to pursue
their own agenda.

The movants and the Committee, among other things, disagree about
the appropriate "standard of review" of the U.S. Trustee's
decision.  The Court finds that that there is no "standard of
review," quoting a provision in the bankruptcy court which states
that:

    "the court may order the United States trustee to change the
     membership of a committee ... if the court determines that
     the change is necessary to ensure adequate representation."

The Bankruptcy Court held that one body's "review" of another
body's decision is possible only when the decision is accompanied
by a stated rationale and a record of some kind on which the
decision was based.  The Bankruptcy Court noted that the U.S.
Trustee's decision appointing the committee in this case comes
with neither.

"The U.S. Trustee merely filed a notice stating that a committee
had been appointed and naming the members.  The notice did not
have any sort of explanation of the decision to appoint this
particular committee rather than another," the order stated.

The Court is also of the opinion that the Bankruptcy Code does not
call for the U.S. Trustee to provide a rationale or make a record.

The Court finds that the movants' concerns that the way the
proposed plan classifies unsecured claims places the TruPS
creditors in a conflict of interest are only speculation.

"In the absence of some concrete reason to believe the TruPS
creditors will not carry out their fiduciary duties, however,
there is simply no reason to send the U.S. Trustee back to the
drawing board and disrupt the bankruptcy case any more than it has
already been disrupted," Judge Benjamin A. Goldgar opined.

                          About ShoreBank

Organized in 1973 and incorporated under the state of Illinois,
The ShoreBank Corporation was America's first and leading
community development and environmental bank holding company.  SBK
was a registered bank holding company for, among others, its
subsidiary, ShoreBank in Chicago, a state chartered non-member
bank.  The Bank was subject to oversight and regulation by its
primary regulator, the Illinois Department of Financial and
Professional Regulation.

On Aug. 20, 2010, the Bank was closed by the IDFPR, and the
Federal Deposit Insurance Corp. was named receiver.  The FDIC sold
substantially all of the Bank's assets to Urban Partnership Bank.
SBK's principal asset and source of income was its investment in
the Bank.  The Bank Closure has had a significant adverse affect
on SBK's liquidity, capital resources, and financial condition.
On Jan. 9, 2012, SBK and 11 affiliates commenced Chapter 11 cases
(Bankr. N.D. Ill. Lead Case No. 12-00581) to liquidate their
remaining assets and wind down their estates.

The case was initially assigned to Judge Jacqueline P. Cox.  On
Jan. 10, she recused herself and the case was sent to Judge A.
Benjamin Goldgar's chambers.

George Panagakis, Esq., leads a team of lawyers at Skadden, Arps,
Slate, Meagher & Flom LLP, who represent the Debtors.  Garden City
Group Inc. serves as the Debtors' claims agent.  The petition was
signed by George P. Surgeon, president and CEO.

The Debtors filed their Chapter 11 Plan of Liquidation on Jan. 31,
2012.


SHOREBANK CORP: Committee Taps Foley & Lardner as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors Of The ShoreBank
Corporation and its affiliates filed with the Bankruptcy Court an
application to retain Foley & Lardner LLP, nunc pro tunc to Feb.
17, 2012, as its counsel.

Foley will, among other things:

   (a) advise the Committee with respect to its rights, powers and
       duties;

   (b) advise the Committee in its consultations with the Debtors
       relative to the administration of the Chapter 11 cases;

   (c) advise the Committee in analyzing the claims of the
       Debtors' creditors and in negotiating with those creditors;

   (d) advise the Committee with respect to its investigation of
       the acts, conduct, assets, liabilities, and financial
       condition of the Debtors, the operations of the Debtors'
       businesses and the desirability of the continuance of those
       businesses, and any other matters relevant to the Chapter
       11 cases or to the formulation of a plan; and

   (e) advise the Committee with respect to any contemplated sales
       of the Debtors' assets or equity.

The Committee believes that Foley (i) does not represent any other
entity having an "adverse interest" in connection with the Chapter
11 Cases, as detailed in Section 1103(b) of the Bankruptcy Code,
and (ii) is disinterested within the meaning of Section 101(14) of
the Bankruptcy Code.

The hourly rates of the attorneys and paralegals contemplated to
represent the Committee are:

         Name                   Rate/Hour
         ---------------        ---------
         Mark F. Hebbeln          $805
         Derek L. Wright          $595
         Lars A. Peterson         $430
         Michael J. Barron        $210

It is Foley's policy to charge its clients in all areas of
practice for all other expenses incurred in connection with their
cases.  The expenses charged to clients include, among other
things, mail and express mail charges, special or hand delivery
charges, document processing, photocopying charges, travel
expenses, computerized research, transcription costs, as well as
non-ordinary expenses.

                          About ShoreBank

Organized in 1973 and incorporated under the state of Illinois,
The ShoreBank Corporation was America's first and leading
community development and environmental bank holding company.  SBK
was a registered bank holding company for, among others, its
subsidiary, ShoreBank in Chicago, a state chartered non-member
bank.  The Bank was subject to oversight and regulation by its
primary regulator, the Illinois Department of Financial and
Professional Regulation.

On Aug. 20, 2010, the Bank was closed by the IDFPR, and the
Federal Deposit Insurance Corp. was named receiver.  The FDIC sold
substantially all of the Bank's assets to Urban Partnership Bank.
SBK's principal asset and source of income was its investment in
the Bank.  The Bank Closure has had a significant adverse affect
on SBK's liquidity, capital resources, and financial condition.
On Jan. 9, 2012, SBK and 11 affiliates commenced Chapter 11 cases
(Bankr. N.D. Ill. Lead Case No. 12-00581) to liquidate their
remaining assets and wind down their estates.

The case was initially assigned to Judge Jacqueline P. Cox.  On
Jan. 10, she recused herself and the case was sent to Judge A.
Benjamin Goldgar's chambers.

George Panagakis, Esq., leads a team of lawyers at Skadden, Arps,
Slate, Meagher & Flom LLP, who represent the Debtors.  Garden City
Group Inc. serves as the Debtors' claims agent.  The petition was
signed by George P. Surgeon, president and CEO.

The Debtors filed their Chapter 11 Plan of Liquidation on Jan. 31,
2012.


SMF ENERGY: Mulls Sale of Mid Continent Division
------------------------------------------------
SMF Energy Corporation said in court papers it plans to continue
operations of its Mid Continent Division until the unit is sold as
a going concern, and close down all other operations.

SMF made the disclosure in a cash flow budget it filed together
with its request to use its senior secured lender's cash
collateral.  SMF also mulls an orderly consolidation of assets
located at its various facilities starting in Week 7 from the
bankruptcy filing date and continuing through Week 12.  The budget
assumes all post petition, non-Mid Con equipment leases will
cease.

At the onset of the case, SMF and its debtor-affiliates sought
Bankruptcy Court permission to use cash collateral securing
obligations to Wells Fargo Bank, N.A.  According to SMF, without
the immediate authorization to use cash collateral, the Debtors
will be irreparably harmed because they will not be able to meet
their payroll obligations or acquire goods and services necessary
for their day-to-day operations or generally maintain and preserve
the going concern, enterprise value of the businesses.

Prior to the filing of these Chapter 11 cases, the Debtors have
been in discussions with Wells Fargo in an effort to reach
agreement on the consensual use of the Lender's cash collateral.
As of the filing of the request, the Debtors and the Lender were
still in discussions.

SMF sought bankruptcy protection after Wells Fargo shut off access
to a revolving credit loan.  Without considering any penalties or
additional charges resulting from the Lender's declaration of the
Events of Default, the current balance owed to the Lender under
the Loan Agreement is approximately $11.2 million, consisting of
around $8 million in revolving loans, a $2.2 million unpaid
balance of a Term Loan, and a $1.0 million mortgage loan.

The Debtors said any cash or cash equivalents, funds or proceeds
of or derived from certain of the collateral securing the
obligations of the Debtors to the Lender under the parties' pre-
petition loan agreement may constitute cash collateral within the
meaning of Section 363 of the Bankruptcy Code.

The Debtors propose to use cash collateral in accordance with the
30-day budget.

The Debtors said their request does not constitute an admission by
the Debtors that the Lender holds valid liens on the Debtors' cash
or cash equivalents or any other assets.  The Debtors reserve the
right to contest the validity, priority and extent of the alleged
liens and alleged claims of the Lender.

The Debtors and Wells Fargo were parties to a Loan and Security
Agreement dated Sept. 26, 2002.  As security for the payment of
all Pre-Petition Debt, the Lender contends that the Debtors
granted to the Lender security interests in and liens upon all or
substantially all of the Debtors' real and personal property.

To provide the Lender with adequate protection for the aggregate
diminution of the Cash Collateral resulting from the Debtors' use,
the Debtors have agreed, subject to Court approval, that the
Lender, will have a replacement lien pursuant to 11 U.S.C. Sec.
361(2) on and in all property of the Debtors acquired or generated
after the Petition Date, but solely to the same extent and
priority, and of the same kind and nature, as the property of the
Debtors securing the prepetition obligations to the Lender under
the Pre-Petition Loan Documents.

The Debtors also propose to make monthly payments of interest only
on the outstanding balance of the Lender's pre-petition line of
credit facility as set forth in the Budget.

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its Chief Restructuring
Officer to direct the Company's efforts to increase revenues and
reduce expenses required by the decision to change the Company's
pricing structure.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  The
petition was signed by Soneet R. Kapila, the CRO.


SMF ENERGY: Hiring Trustee Services Inc. as Claims Agent
--------------------------------------------------------
SMF Energy Corporation and its debtor-affiliates expect that there
will be well over 7,000 parties who will require notice of various
deadlines and key events in their bankruptcy case.  Moreover, it
is expected that there will be a multitude of proofs of claim
filed that will require management.  The sheer number of creditors
makes it impracticable for the Clerk's Office to undertake such
tasks.

In this regard, the Debtors seek Court authority to employ Trustee
Services, Inc., as notice, claims and balloting agent.  The
Debtors believe that the engagement of TSI will expedite the
service of papers, streamline the claims administration process,
and permit the Debtors to focus on its reorganization efforts.

Prior to the case, the Debtors paid a $25,000 retainer to TSI.

Kenneth A. Welt, President of Trustee Services, Inc.,attests that
TSI (a) neither holds nor represents any interest materially
adverse to the Debtors or the Debtors' estates on matters for
which it is to be retained; (b) has no prior material connection
with the Debtors, its creditors or any other party in interest;
and (c) is a "disinterested person" as such term is defined in
section 101(14), as modified in section 1107(b), of the Bankruptcy
Code.

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its Chief Restructuring
Officer to direct the Company's efforts to increase revenues and
reduce expenses required by the decision to change the Company's
pricing structure.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  The
petition was signed by Soneet R. Kapila, the CRO.


SMF ENERGY: Faces Probe for Over-Charging U.S. Postal Service
-------------------------------------------------------------
Paul Brinkmann at the South Florida Business Journal, citing court
documents, relates that SMF Energy is under federal investigation
for years of over-charging the U.S. Postal Service for its
products.

According to the report, the company has admitted the problem and
handed control over to a chief restructuring officer, Soneet
Kapila.  But its acknowledgment came after the investigation
began.

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its Chief Restructuring
Officer to direct the Company's efforts to increase revenues and
reduce expenses required by the decision to change the Company's
pricing structure.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serves as the Debtors' counsel.  The
petition was signed by Soneet R. Kapila, the CRO.


SP NEWSPRINT: Corrosion Monitoring OK'd to Commence Foreclosure
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Corrosion Monitoring Services, Inc., limited relief from the
automatic stay solely to commence the foreclosure proceeding and
file and serve a summons and complaint on necessary parties.

Corrosion Monitoring has requested for relief from the automatic
stay to maintain the validity and priority of its construction
lien by commencing a foreclosure action in Oregon state court.

Prior to the Petition Date, CMSI contracted with Debtor SP
Newsprint Co., LLC, to provide labor, materials and services for
SPN at SPN's property located at 1301 Wynooski Street, Newberg,
Oregon.

CMSI completed its obligations under the contract on Sept. 24,
2011.  There remains due and owing under the contract the sum of
$395,787 as of Dec. 7, 2011, (which includes lab in the amount of
$205,960 and materials in the amount of $189,766).  Interest,
costs and attorney fees continue to accrue.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SP NEWSPRINT: Brant Deal Rejection Date Extended Until Closing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved as
stipulation amending and modifying Final DIP order and DIP Credit
Agreement.

The stipulation was entered among the Debtors and General Electric
Capital Corporation, as prepetition agent and DIP agent on behalf
of the DIP required lenders, and Brant Industries, Inc.

On Jan. 25, 2012, the Court entered a final order authorizing the
Debtors to obtain postpetition secured financing; use the cash
collateral; grant liens and superpriority claims; and grant
adequate protection to prepetition secured parties.

Previously, the Final DIP order provided that the Brant Management
Agreement Rejection Date would occur on March 28, 2012.

Pursuant to the stipulation, the Brant Management Agreement
Rejection Date is now extended until the closing of the 363 credit
bid agreement or any alternate APA to which the DIP agent, the DIP
Required Lenders, the prepetition agent and the prepetition
required lenders consent in writing.

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

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SP NEWSPRINT: Wants to Incur Loan to Pay Postpetition Insurance
---------------------------------------------------------------
SP Newsprint Holdings LLC., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for interim and final orders
authorizing entry into the Postpetition Insurance Financing
Agreement.

Prior to the Petition Date, the Debtors entered into financing
agreements to finance certain insurance premiums, including their
property insurance premium.  Pursuant to a Commercial Premium
Finance Agreement, dated as of March 25, 2011, which was assumed
pursuant to Bankruptcy Code Section 365 in accordance with the
order authorizing Debtors to (I) assume insurance financing
agreements and (ii) continue or modify prepetition insurance
coverage, dated Dec. 7, 2011, the Debtors financed an aggregate of
$1,074,422 in insurance premiums, payable by a down payment of
$189,603 and 10 monthly installments of $109,297.

The last payment under the Property Premium Financing Agreement
was made in February 2012, and the Debtors' property insurance
policy expired on March 31, 2012.

Factory Mutual Insurance Company has agreed to bind a 12-month
replacement insurance policy for a total premium of $1,480,323.

The Debtors explained that they need to finance the premium for
their property insurance policy, and they have entered into an
insurance premium finance agreement and disclosure statement with
US Premium Finance to do so.

Under the Postpetition Insurance Financing Agreement, the Debtors
would be required to make a down payment of $295,060 and 10
subsequent installment payments of $120,923, commencing on
April 30, 2012.

Pursuant to the Postpetition Insurance Financing Agreement, under
which the interest rate is 4.39%, the Debtors would, among other
things, assign to USPF a security interest in the unearned premium
and any dividends that may become payable under the financed
insurance policy.  The Debtors would also appoint USPF as its
attorney-in-fact with irrevocable power to cancel this policy and
collect any unearned premium, in the event the Debtors default
under the Postpetition Insurance Financing Agreement.

The Debtors would pay their insurance broker a fee of $37,500 for
placing the policy.

                        About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SPRING POINT: Amended Plan Proposes Property Auction in August
--------------------------------------------------------------
Spring Pointe Development, L.L.C., submitted to the U.S.
Bankruptcy Court for the District of Utah a Disclosure Statement
explaining the proposed First Amended Chapter 11 Plan dated
March 28, 2012.

According to the Disclosure Statement, the Plan provides for the
payment of Allowed Claims from the sale of the Debtor's real
property -- approximately 84.971 acres commercial property located
on the west side of I-15 in Springville, Utah County, Utah --
after the Confirmation of the Plan, either through a sale by the
Debtor or the estate auction sale of the real property, with the
estate auction being scheduled for Aug. 20, 2012.

In the event the real property for any reason is not sold (in
whole or in part) at the estate auction or prior to the estate
auction for an amount sufficient to pay the allowed amount of the
Springville City Secured Claim in full, Springville City will
automatically be entitled to relief from the automatic stay of
Section 362 of the Bankruptcy Code on Aug. 21, 2012, thereby
allowing Springville City to continue with its nonjudicial
foreclosure of the real property, so long as the nonjudicial
foreclosure sale is not completed prior to Aug. 31, 2012, and the
other Secured Creditors will also be entitled to relief from the
automatic stay as of Aug. 21, in order to protect their interests
in the real property in connection with Springville City's
nonjudicial foreclosure.  The Debtor will have the right to
continue to try to sell the real property consistent with the
provisions of the Plan (even if its sale efforts prior to
Aug. 1, are unsuccessful, and even if the estate auction on
Aug. 20, 2012, is unsuccessful) until Springville City's
nonjudicial foreclosure is completed.

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

                        About Spring Pointe

Spring Pointe Development LLC, based in Springville, Utah, filed
for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-32972) on
Sept. 2, 2011.  Judge Joel T. Marker presides over the case.  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 Milton Christensen, managing member.


SXP ANALYTICS: Litigation Cues Chapter 11 Bankruptcy Filing
-----------------------------------------------------------
The Milwaukee Journal Sentinel reports that SXP Analytics LLC has
sought protection from creditors in bankruptcy court.

According to the report, underlying the Company's case is a
slew of related litigation, along with accusations of business
espionage, an FBI raid in which computers were seized and a
criminal investigation that hung over the Company for more than
three years before it concluded with no charges issued.

The report relates Emmanuel Mamalakis, a 36-year Milwaukee lawyer,
start-up financier and major political contributor, owns the
Company.  Mr. Mamalakis took SXP into Chapter 11 last week.  He
declined to speak about most aspects of the case but said the
filing was prompted by litigation and not operational issues.

The report relates Jerome Kerkman, SXP's bankruptcy lawyer, said
the firm remains profitable. But a federal court case in Texas in
which another high-frequency trading firm, Houston-based Quant lab
Financial, accuses SXP of intellectual-property theft "is
essentially draining the profits and draining the company," Mr.
Kerkman said.

The report says the Quantlab allegations are false.  But with the
costs of fighting the lawsuit running high, Chapter 11 offers
"some added protection so you can keep the business" and gives SXP
negotiating leverage, Mr. Kerkman said.

SXP Analytics LLC does high-frequency stock trading.


SYNIVERSE HOLDINGS: Moody's Rates New Credit Facility 'B1'
----------------------------------------------------------
Moody's Investors Service has assigned a B1 (LGD3-34%) rating to
Syniverse Holdings Inc.'s new senior secured credit facilities
consisting of a $950 million senior secured Term Loan due 2019 and
a $150 million senior secured revolver due 2017. The proceeds from
the new credit facilities, along with a modest amount of cash on
hand, will be utilized to repay the company's existing term loan.
Moody's will withdraw the ratings on the company's existing senior
secured facilities after the completion of the refinancing. As
part of the rating action, Moody's also affirms the B2 Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) along
with the Caa1 (LGD5-87%) rating on the company's $475 million
senior unsecured notes due 2019.

Moody's has also maintained its positive outlook based an
expectation that Syniverse will continue to generate strong free
cash flow and reduce leverage towards 4.5x (Moody's adjusted) over
the next twelve months.

Rating Actions:

Issuer: Syniverse Holdings, Inc.

  Assignments:

    US$950M Senior Secured Bank Credit Facility, Assigned B1

    US$150M Senior Secured Bank Credit Facility, Assigned B1

    US$950M Senior Secured Bank Credit Facility, Assigned a range
    of LGD3, 34 %

    US$150M Senior Secured Bank Credit Facility, Assigned a range
    of LGD3, 34 %

Ratings Rationale

The B2 corporate family rating reflects Syniverse's financial
leverage and the risk that EBITDA growth could be derailed by
technology changes or competitive forces. Balancing these risk
factors are Syniverse's strong operating performance and cash
flows, which have allowed the company to modestly de-lever
following its LBO in December 2010. Syniverse's transaction-based,
stable business model and low capital intensity result in a credit
profile which is stronger than a typical B2 issuer. However, the
company's financial policy, specifically its history of M&A and
cash distributions to shareholders, constrains the rating. This
refinancing transaction will loosen the company's covenant
restrictions, while generating an immaterial economic benefit. Key
changes include stripping the term loan's financial maintenance
covenants and more than doubling the potential incremental
facility size.

Syniverse's ratings could be impacted if the company elects to
distribute cash to shareholders and if the size and/or timing of
cash distributions results in increased leverage or materially
reduced liquidity. Although Moody's expects Syniverse to
distribute cash to shareholders, the company has not indicated any
plans to do so.

The ratings for the debt instruments reflect both the overall
probability of default of Syniverse, to which Moody's has assigned
a probability of default rating (PDR) of B2, and individual loss
given default assessments. The Company's new senior secured debt
is rated B1 (LGD3-34%), one notch above the B2 CFR given its
priority claim on assets and the support provided by the $475
million senior unsecured debt. The Caa1 rating for the senior
unsecured notes and their loss given default assessment of LGD5-
87% reflect the junior-ranking position of their claim in the
consolidated capital structure.

Moody's expects Syniverse to have very good liquidity over the
next twelve months. The company had approximately $227 million in
cash or equivalents at the end of fiscal 2011. Moody's expects the
company to generate over $150 million in free cash flow and
maintain full availability of its $150 million revolving credit
facility over the next twelve months.

Moody's could upgrade Syniverse's ratings if leverage (Moody's
adjusted) continues to trend towards 4.5x and free cash flow-to-
debt approaches 10%, both on a sustainable basis.

The ratings could face downward pressure if the company no longer
generates revenue growth, or free cash flow-to-debt falls below
5%. Should leverage remain near 6x for an extended period, and/or
liquidity be strained in any way, Moody's would consider a
downward rating action.

The principal methodology used in rating Syniverse Holdings was
the Global Business & Consumer Service Industry Industry
Methodology published in October 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Tampa, Florida, Syniverse Holdings, Inc. is a
leading provider of interoperability and network services for
wireless telecommunication carriers. Having once been an operating
unit of GTE/Verizon, Syniverse has been a leader for many years in
providing third-party, inter-carrier services to the telecom
market with a historic concentration in the US serving CDMA
carriers. In recent years, the company has expanded its product
offering to encompass GSM capability and geographic presence
through both acquisitions and new product development adapting
both to a changing technology and customer landscape. The company
had revenues of $768 million for fiscal year 2011.


SYNIVERSE HOLDINGS: S&P Gives 'BB-' Rating to $950-Mil. Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Tampa-based Syniverse Holdings
Inc.'s proposed $950 million senior secured term loan B due 2019
and $150 million revolver due 2017. "The '2' recovery rating
indicates expectations for substantial (70%-90%) recovery in the
event of payment default. The company intends to use the net
proceeds, along with cash on the balance sheet, to repay its
existing $1.025 billion term loan (about $1.012 billion
outstanding)," S&P said.

"The 'B+' corporate credit rating is unchanged and the outlook
remains stable. The slight reduction in leverage to 4.3x from 4.5x
as of Dec. 31, 2011, does not affect our financial risk profile
assessment of 'aggressive.' Our rating incorporates the potential
for higher leverage to fund acquisitions or dividends to its
private-equity sponsor The Carlyle Group. The rating also reflects
a 'fair' business risk profile based on Syniverse's presence in a
niche market in which it must remain at the forefront of new
wireless protocols to maintain a competitive advantage, a reliance
on growth in roaming transactions in a consolidating wireless
telecommunications market, customer concentration, and an
aggressive acquisition strategy. Syniverse's leading market share
in its targeted markets, recurring revenues, good profitability,
and solid free operating cash flow generation all partly offset
those business risks," S&P said.

"During the fourth quarter of 2011, total revenue increased 11%
year over year, due to growth in mobile data roaming clearinghouse
volumes and increased porting activity, which was partially offset
by the recent repricing of its contract with Sprint Nextel and
slowing volume growth for SMS services. We expect revenues to be
flat in 2012, which incorporates the immediate effects of the
Sprint Nextel contract and the expectation that Syniverse's
contract with Verizon, which expired in September 2011 and is
month to month, will be renegotiated with lower pricing. The
company's EBITDA margin is healthy, at about 43% in the 2011
fourth quarter, and we expect it to remain in the mid-40% area
over the next couple of years," S&P said.

RATINGS LIST

Syniverse Holdings Inc.
Corporate Credit Rating                 B+/Stable/--

New Ratings

Syniverse Holdings Inc.
Senior Secured
  $950 mil term loan B due 2019          BB-
   Recovery Rating                       2
  $150 mil revolver due 2017             BB-
   Recovery Rating                       2


TAXMASTERS INC: Chapter 11 Trustee Appointed
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TaxMasters Inc. is no longer in charge of the Chapter
11 effort.  The company agreed last week to the appointment of a
Chapter 11 trustee ousting management.  The bankruptcy court in
Houston approved the appointment of W. Steven Smith to serve as
Chapter 11 trustee.

According to the report, Houston-based TaxMasters filed bankruptcy
intending to forestall a lawsuit by the Texas Attorney General
scheduled to go on trial the next day.  The suit went ahead under
the attorney general's exercise of regulatory powers that aren't
halted by bankruptcy.  After an eight-day trial, the jury
concluded that the company and its founder Patrick Cox should pay
$195 million.  The jury found 110,000 violations, assessing $113
million in restitution, $81 million in civil penalties and $1
million for attorneys' fees.

                      About TaxMasters Inc.

TaxMasters filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
12-32064) in Houston.  Johnie J. Patterson, Esq., at Walker &
Patterson, P.C., in Houston, serves as counsel.  The Debtor
estimated up to $50,000 in assets and up to $10 million in
liabilities.

On March 30, 2012, a state-court jury assessed a $195 million
judgment against the Debtor and Patrick Cox at the behest of the
state attorney general. The jury found 110,000 violations, calling
for $113 million in restitution, $81 million in civil penalties,
and $1 million for attorneys' fees.  The attorney general said
TaxMasters "misled and defrauded their customers."


THORNBURG MORTGAGE: Trustee Ordered to Arbitrate $19M Goldman Suit
------------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that U.S. District
Judge Catherine C. Blake on Thursday granted Goldman Sachs & Co.'s
bid to compel Thornburg Mortgage Inc.'s liquidating trustee to
arbitrate claims in his $19 million suit accusing the investment
bank of contributing to the financial failure of the now-defunct
mortgage lender.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single- family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TN-K ENERGY: Completes $4.8 Million Transactions
------------------------------------------------
TN-K Energy Group Inc. led the sales and negotiations, between the
buyers and sellers, of a $4.8 million two part transaction.  The
first part of the transaction involved the sale of its own 27.5%
working and operating interest in existing production and the
checkerboard participation rights known as the J.R. Clark and
Pansy Clark leases, of approximately 700 acres, in Green County,
Kentucky.  TN-K retained 5% overriding royalty interest in
existing production and received a 30% drilling participation
right of the total undeveloped acreage in which the Company
previously had only a checkerboard agreement.  (Checkerboard
agreement means the rights to only every other well to be drilled)

The second part of the transaction, which TN-K led, TN-K received
a substantial commission, acquired 5% overriding royalty interest
in the Blaydes, Ervin, Hickerson, and Simmons leases existing
production, and up to 30% drilling participation rights on all new
wells to be drilled on these leases for only the cost of drilling.
The leases are located in Green County, Kentucky and total
approximately 500 acres.

Ken Page, C.E.O. & President of TN-K Energy Group Inc. expressed
his excitement in the transaction by stating, "TN-K has
substantially increased our working capital, retained and gained
drilling rights to some of the most highly producing and proven
areas in the state of KY.  The company has estimated these
acquired drilling rights, which were of no cost through these
negotiations, at a significant value.  When considering our
transactions over the past four months, it is safe to say that TN-
K is focused on establishing a good source of revenue and the
funds to further develop and acquire new leases that can increase
our production."

                           About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.

The Company's balance sheet at Dec. 31, 2011, showed $1.98 million
in total assets, $7.48 million in total liabilities and a $5.51
million total stockholders' deficit.

For 2011, Sherb & Co., LLP, in New York, expressed substantial
doubt about the Company's ability to continue as a going.  The
independent auditors noted that the Company has incurred recurring
operating losses and will have to obtain additional financing to
sustain operations.




TRAFFIC CONTROL: Marwit Says DIP Facility Is Sub Rosa Plan
----------------------------------------------------------
Marwit Capital Partners II, L.P., an unsecured creditor and
shareholder of debtor Traffic Control and Safety Corporation,
called the $12.5 million postpetition secured financing facility
from the Debtor's principal secured creditor, Fifth Street Finance
Corp., a sub rosa plan.

Marwit, objecting to TCSC and its debtor-affiliates' request to
borrow from First Street, said TCSC is dominated and controlled by
Fifth Street and that the lender is actually an "insider" of the
Debtors.  Marwit pointed out that First Street maintains two of
the five seats on the Debtor's Board of Directors and controls two
of the other three directors.

Marwit alleged that Fifth Street, in its position of dominance and
control, has driven the Debtor into bankruptcy in a transparent
effort to formalize its ownership and control of the Debtor and
wash out Marwit and a handful of other creditors.

First Street serves as administrative agent, letter of credit
arranger and lender under the DIP facility.  It is also the
administrative agent and sole lender under the Debtors'
prepetition first lien credit agreement.  As of the petition date,
the Debtors owe First Street roughly $13.4 million under the First
Lien Revolving Loan and $5 million under the First Lien Term Loan.

The Debtors also owe $35.9 million under Second Lien Notes.  First
Street holds 60.4% of the Second Lien Notes and serves as Second
Lien Agent.

First Street holds another 43% of the Debtors' unsecured
subordinated notes.  As of the petition date, $13.3 million of the
Unsecured Notes were outstanding.

Marwit, owed $4.94 million, said there is a considerable
likelihood that the current fiscal cash shortage is a manufactured
crisis, created by First Street.  Marwit pointed out that
throughout 2011, the Board was provided with favorable financial
reports reflecting increased sales, improved profitability and
increasing EBITDA.

Marwit also believes that First Street and TCSC's management
engaged in a conspiracy cover up fraud perpetrated by a subsidiary
entity in the procurement and performance of contracts with the
federal government, in violation of the False Claims Act (31
U.S.C. Sections 3729-33) or Anti-Kickback Act (41 U.S.C. Sec. 51
et seq.), and the bankruptcy filing is the latest step in an
effort to avoid responsibility for the cover-up and fraud.

The DIP facility permits the Debtors to access up to $3 million on
an interim basis.  The loan also requires the Debtors to sell
their business as a going concern to a stalking horse bidder,
which is a newly formed entity established by the second lien
lenders, subject to competitive bidding. The DIP lender wants the
sale accomplished in about 90 days.  The Debtor must conduct an
auction no later than July 25, 2012, obtain approval of the sale
no later than 95 days after the Petition Date; and close the sale
no later than Aug. 15.

The stalking horse bidder has agreed to pay $500,000 in cash,
assume prepetition first lien debts, and not less than $2.5
million of trade and other unsecured claims.  The buyer will also
credit bid $20 million of second lien debt, and pay for the DIP
facility.

The DIP facility matures from the earliest to occur of six months
from the closing date, the effective date of a plan of
reorganization for the Debtors, or the closing of the sale.

First Street also has permitted the Debtors to use prepetition
cash collateral to help fund operations while in bankruptcy.

Marwit objects to the roll-up provisions and payment of interest
contained in the DIP agreement.  Pursuant to the DIP facility, the
Debtors' budget must provide for a roll-up of $1 million of
"prepetition protective advances" and $3.9 million of over-
advances under the First Lien Revolving Loans.  The DIP facility
also provides that, subject to payment of carved-out expenses for
professional, court and U.S. Trustee fees, all proceeds of the DIP
collateral and prepetition collateral, are to be paid to: first,
repay the DIP obligations; second, repay the prepetition loan in
full; third, repay the prepetition note obligations in full; and
fourth, to the Debtors' estate.

Marwit also objects to the DIP loan provision that includes as
Event of Default, among others, the termination, death or
resignation of Gregory Grosch as CEO of TCSC, or Don Nicholas as
President of Statewide Safety & Signs, Inc.; as well as the mere
filing of a motion to dismiss the bankruptcy case.

Prior to the petition date, Marwit commenced an action against
Fifth Street, and certain individuals including officers of Fifth
Street and TCSC, for breach of fiduciary duty and breach of the
covenant of good faith and fair dealing, among other things,
entitled Marwit Capital Partners II, L.P. vs. Fifth Street Finance
Corp., et al., Orange County Superior Court No. 30-2012-00561655.

Counsel for Marwit Capital Partners II, L.P. are:

          Joseph H. Huston, Jr., Esq.
          Maria Aprile Sawczuk, Esq.
          STEVENS & LEE, P.C.
          1105 North Market Street, 7th Floor
          Wilmington, DE 19801
          Telephone: (302) 425-3310
          Facsimile: (610) 371-7972
          E-mail: jhh@stevenslee.com

               - and -

          Todd C. Ringstad, Esq.
          RINGSTAD & SANDERS LLP
          2030 Main Street, Suite 1200
          Irvine, CA 92614
          Telephone: (949) 851-7450
          Facsimile: (949) 851-6926
          E-mail: todd@ringstadlaw.com

               - and -

          David A. Robinson, Esq.
          Benjamin P. Pugh, Esq.
          ENTERPRISE COUNSEL GROUP
          Three Park Plaza, Suite 1400
          Irvine, CA 92614-5976
          Telephone: (949) 833-8550
          Facsimile: (949) 833-8540
          E-mail: bpugh@enterprisecounsel.com

The DIP Lender is represented by:

          William F. Meehan, Esq.
          Eric J. Fromme, Esq.
          RUTAN & TUCKER LLP
          611 Anton Boulevard, Suite 1400
          Costa Mesa, CA 92626
          Tel: (714) 641-3417
          E-mail: WMeehan@rutan.com

               - and -

          Derek C. Abbott, Esq.
          MORRIS, NICHOLS, ARSHT & TUNNELL LLP
          1201 North Market Street, 18th Floor
          PO Box 1347
          Wilmington, DE 19899-1347
          Tel: (302) 351-9357
          Fax: (302) 425-4664
          E-mail: dabbott@mnat.com

An interim hearing on the DIP facility was held April 23.  The
Debtors advised the Court that they would revise the proposed
interim DIP order consistent with the Court's ruling and the
agreements reached among parties-in-interest.  The revised interim
order preserves Marwit's rights to contest any provision in the
DIP facility and DIP order, and bars the DIP lender from
foreclosing on any of the DIP collateral during the interim period
without further Court order.

The revised interim order sets the final hearing date on the DIP
loan to May 9 at 1:30 p.m.

              About Traffic Control and Safety Corp.

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.


TRAFFIC CONTROL: Hiring Epiq as Claims Agent & Admin. Advisor
-------------------------------------------------------------
Traffic Control and Safety Corporation and its affiliates sought
and obtained Bankruptcy Court authority to employ Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

The Debtors are also seeking to employ Epiq as administrative
advisor.  Among other things, Epiq will assist the Debtors in
solicitation, balloting, tabulation and calculation of votes, and
gathering data in conjunction with the preparation and updating of
schedules of assets and liabilities and statements of financial
affairs.

Prior to the petition date, the Debtors provided Epiq a $50,000
retainer.

Edward J. Kosmowski at Epiq attests that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

              About Traffic Control and Safety Corp.

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

TCSC is seeking to sell substantially all assets and conduct an
auction where Statewide Holdings, Inc., an entity formed by the
second lien lenders, would be stalking horse bidder.  Absent
higher and better offers, the Debtors will sell substantially all
assets to the stalking horse bidder in exchange for (i) the
assumption of $18.5 million of first lien debt, (ii) payment of
all claims entitled to administrative priority under 11 U.S.C.
Sec. 503(b)(9) and other claims in the aggregate of $2.5 million
and (iii) payment of $500,000 in cash to fund administrative
expenses not funded by the DIP loan.  The credit bid on account of
the junior debt is $20 million and the first lien debt, and the
DIP loan obligations to be assumed by the buyer are expected to
total $26 million.

The stalking horse bidder has also agreed to (i) offer employment
to substantially all of the Debtors' employees, (ii) maintain and
assume the Debtors' liabilities under collective bargaining
agreements, and (iii) assume many of the Debtors' executory
contracts and unexpired leases.

Assets to be conveyed to the buyer include rights to avoidance or
recovery actions under the Bankruptcy Code.  The stalking horse
bidder will seek reimbursement of up to $500,000 in expenses if
the sale agreement is terminated.

The Debtors say that other parties may make competitive bids
during the 90-day postpetition sale process.  Potential bidders
are required to submit initial bids in excess of $49.5 million.

Under the proposed procedures, initial bids are due July 13, 2012.
If qualified bids are received, an auction will be conducted not
later than July 17 at the offices of Young Conaway Stargatt &
Taylor, LLP, in Delaware.  The proposed rules provide that a
successful bidder and a back-up bidder will be selected at the
auction.  The Debtors are requesting a sale hearing to take place
July 26.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

Lawyers at Stevens & Lee, P.C., Ringstad & Sanders LLP, and
Enterprise Counsel Group represent Marwit Capital Partners II,
L.P.  First Street, the DIP Lender, is represented by Rutan &
Tucker LLP and Morris, Nichols, Arsht & Tunnell LLP.


TRAFFIC CONTROL: Asks Court to Approve Latham as Bankr. Counsel
---------------------------------------------------------------
Traffic Control and Safety Corporation and its affiliates seek
Bankruptcy Court authority to employ Latham & Watkins LLP as their
Chapter 11 bankruptcy counsel:

          Peter M. Gilhuly, Esq.
          Ted A. Dillman, Esq.
          Adam E. Malatesta, Esq.
          LATHAM & WATKINS LLP
          355 South Grand Avenue
          Los Angeles, CA 90071-1560
          Tel: 213-485-1234
          E-mail: Peter.gilhuly@lw.com
                  Ted.dillman@lw.com
                  Adam.malatesta@lw.com

The Debtor said Latham negotiated a reduced billing rate with the
Debtors of $925 (as opposed to $1,055) per hour for Mr. Gilhuly,
Esq., a partner at the firm.  Latham will also provide 10%
discount of its standard hourly rates for all other attorney and
paralegal hours.

The Debtors first approached Latham in November 2011.  The Debtors
have provided the firm with a retainer.  The firm has so far been
paid $650,000 since the start of the engagement.  As of the
bankruptcy filing, $300,000 of the retainer remains.

Mr. Gilhuly attests that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The Debtor is also hiring Michael R. Nestor, Esq., and Kara
Hammond Coyle, Esq. -- mnestor@ycst.com -- at Young Conaway
Stargatt & Taylor LLP as local bankruptcy counsel.

              About Traffic Control and Safety Corp.

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

TCSC is seeking to sell substantially all assets and conduct an
auction where Statewide Holdings, Inc., an entity formed by the
second lien lenders, would be stalking horse bidder.  Absent
higher and better offers, the Debtors will sell substantially all
assets to the stalking horse bidder in exchange for (i) the
assumption of $18.5 million of first lien debt, (ii) payment of
all claims entitled to administrative priority under 11 U.S.C.
Sec. 503(b)(9) and other claims in the aggregate of $2.5 million
and (iii) payment of $500,000 in cash to fund administrative
expenses not funded by the DIP loan.  The credit bid on account of
the junior debt is $20 million and the first lien debt, and the
DIP loan obligations to be assumed by the buyer are expected to
total $26 million.

The stalking horse bidder has also agreed to (i) offer employment
to substantially all of the Debtors' employees, (ii) maintain and
assume the Debtors' liabilities under collective bargaining
agreements, and (iii) assume many of the Debtors' executory
contracts and unexpired leases.

Assets to be conveyed to the buyer include rights to avoidance or
recovery actions under the Bankruptcy Code.  The stalking horse
bidder will seek reimbursement of up to $500,000 in expenses if
the sale agreement is terminated.

The Debtors say that other parties may make competitive bids
during the 90-day postpetition sale process.  Potential bidders
are required to submit initial bids in excess of $49.5 million.

Under the proposed procedures, initial bids are due July 13, 2012.
If qualified bids are received, an auction will be conducted not
later than July 17 at the offices of Young Conaway Stargatt &
Taylor, LLP, in Delaware.  The proposed rules provide that a
successful bidder and a back-up bidder will be selected at the
auction.  The Debtors are requesting a sale hearing to take place
July 26.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

Lawyers at Stevens & Lee, P.C., Ringstad & Sanders LLP, and
Enterprise Counsel Group represent Marwit Capital Partners II,
L.P.  First Street, the DIP Lender, is represented by Rutan &
Tucker LLP and Morris, Nichols, Arsht & Tunnell LLP.


TRAFFIC CONTROL: Employs Broadway as Financial Advisor
------------------------------------------------------
Traffic Control and Safety Corporation and its affiliates require
the services of a financial advisor.  In this regard, they seek
permission from the Bankruptcy Court to employ Broadway Advisors
LLC to:

     -- assist in evaluating financial options and strategic
        alternatives available;

     -- assist in evaluating any DIP financing;

     -- compile a "sales book", including asset ledgers, asset
        valuation information, projections, sales procedures and
        auction or sale guidelines;

     -- develop and implement a marketing plan and timetable; and

     -- manage and coordinate the sale or auction process and
        negotiate with potential buyers.

The Debtors propose to pay Broadway pursuant to a fee structure:

     -- A fixed fee amount of $290,000, which was paid prior to
        the petition date;

     -- A success fee in the event of a recapitalization or sale.
        The success fee will be 2.5% of the recapitalization
        amount or the gross sale proceeds.  In the event the
        Debtors identify a stalking horse bidder and that bidder
        is confirmed, the success fee will be computed on the
        gross sale proceeds in excess of the stalking horse
        bidder's initial bid.  No success fee will be due and
        payable if the existing secured lenders buy the Debtors'
        assets through a credit bid deal where there is no over-
        bidder;

     -- If the Debtors decide not to pursue a sale but elect to
        liquidate in some fashion, payment of the success fee
        will be based on the terms and conditions set forth in
        the engagement letterl; and

     -- The Debtors will also indemnify the firm.

The firm provided financial advisory services to the Debtors prior
to the bankruptcy filing.

Thomas S. Paccioretti, one of the firm's principals, attests that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

              About Traffic Control and Safety Corp.

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

TCSC is seeking to sell substantially all assets and conduct an
auction where Statewide Holdings, Inc., an entity formed by the
second lien lenders, would be stalking horse bidder.  Absent
higher and better offers, the Debtors will sell substantially all
assets to the stalking horse bidder in exchange for (i) the
assumption of $18.5 million of first lien debt, (ii) payment of
all claims entitled to administrative priority under 11 U.S.C.
Sec. 503(b)(9) and other claims in the aggregate of $2.5 million
and (iii) payment of $500,000 in cash to fund administrative
expenses not funded by the DIP loan.  The credit bid on account of
the junior debt is $20 million and the first lien debt, and the
DIP loan obligations to be assumed by the buyer are expected to
total $26 million.

The stalking horse bidder has also agreed to (i) offer employment
to substantially all of the Debtors' employees, (ii) maintain and
assume the Debtors' liabilities under collective bargaining
agreements, and (iii) assume many of the Debtors' executory
contracts and unexpired leases.

Assets to be conveyed to the buyer include rights to avoidance or
recovery actions under the Bankruptcy Code.  The stalking horse
bidder will seek reimbursement of up to $500,000 in expenses if
the sale agreement is terminated.

The Debtors say that other parties may make competitive bids
during the 90-day postpetition sale process.  Potential bidders
are required to submit initial bids in excess of $49.5 million.

Under the proposed procedures, initial bids are due July 13, 2012.
If qualified bids are received, an auction will be conducted not
later than July 17 at the offices of Young Conaway Stargatt &
Taylor, LLP, in Delaware.  The proposed rules provide that a
successful bidder and a back-up bidder will be selected at the
auction.  The Debtors are requesting a sale hearing to take place
July 26.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

Lawyers at Stevens & Lee, P.C., Ringstad & Sanders LLP, and
Enterprise Counsel Group represent Marwit Capital Partners II,
L.P.  First Street, the DIP Lender, is represented by Rutan &
Tucker LLP and Morris, Nichols, Arsht & Tunnell LLP.


TRAFFIC CONTROL: Has Green Light on Enterprise Lease Agreement
--------------------------------------------------------------
Traffic Control and Safety Corporation and its affiliates won
permission from the Bankruptcy Court to assume a June 2010 Master
Equity Lease Agreement and enter into the Postpetition Lease
Agreement with Enterprise Rent-A-Car Company of Los Angeles, LLC.
Enterprise provides specialized vehicles that are necessary for
the Debtors' operations.

At the hearing on April 23, the Debtors also won Court authority
to:

     -- pay (1) wages, salaries, and other compensation;
        (2) employee medical, retirement and similar benefits;
        (3) withholdings and deductions; and (4) reimbursable
        employee expenses;

     -- continue providing employee benefits in the ordinary
        course of business;

     -- pay prepetition (1) wages, salaries, and other
        compensation; (2) employee medical, retirement and similar
        benefits; (3) withholdings and deductions; and (4)
        reimbursable employee expenses; and

     -- pay prepetition sales, use of other taxes.

The Court also issued an interim order (i) prohibiting utility
service providers from discontinuing, altering, or refusing
utility services to the Debtors in view of the bankruptcy, (ii)
deeming utility providers adequately assured of future
performance, and (iii) establishing procedures for determing
adequate assurance of payment.

              About Traffic Control and Safety Corp.

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

TCSC is seeking to sell substantially all assets and conduct an
auction where Statewide Holdings, Inc., an entity formed by the
second lien lenders, would be stalking horse bidder.  Absent
higher and better offers, the Debtors will sell substantially all
assets to the stalking horse bidder in exchange for (i) the
assumption of $18.5 million of first lien debt, (ii) payment of
all claims entitled to administrative priority under 11 U.S.C.
Sec. 503(b)(9) and other claims in the aggregate of $2.5 million
and (iii) payment of $500,000 in cash to fund administrative
expenses not funded by the DIP loan.  The credit bid on account of
the junior debt is $20 million and the first lien debt, and the
DIP loan obligations to be assumed by the buyer are expected to
total $26 million.

The stalking horse bidder has also agreed to (i) offer employment
to substantially all of the Debtors' employees, (ii) maintain and
assume the Debtors' liabilities under collective bargaining
agreements, and (iii) assume many of the Debtors' executory
contracts and unexpired leases.

Assets to be conveyed to the buyer include rights to avoidance or
recovery actions under the Bankruptcy Code.  The stalking horse
bidder will seek reimbursement of up to $500,000 in expenses if
the sale agreement is terminated.

The Debtors say that other parties may make competitive bids
during the 90-day postpetition sale process.  Potential bidders
are required to submit initial bids in excess of $49.5 million.

Under the proposed procedures, initial bids are due July 13, 2012.
If qualified bids are received, an auction will be conducted not
later than July 17 at the offices of Young Conaway Stargatt &
Taylor, LLP, in Delaware.  The proposed rules provide that a
successful bidder and a back-up bidder will be selected at the
auction.  The Debtors are requesting a sale hearing to take place
July 26.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

Lawyers at Stevens & Lee, P.C., Ringstad & Sanders LLP, and
Enterprise Counsel Group represent Marwit Capital Partners II,
L.P.  First Street, the DIP Lender, is represented by Rutan &
Tucker LLP and Morris, Nichols, Arsht & Tunnell LLP.


TRANS ENERGY: Board Ratifies Appointment of S. Lucado as Chairman
-----------------------------------------------------------------
Trans Energy, Inc.'s Board of Directors ratified the appointment
of Stephen P. Lucado as the Company's Chairman of the Board,
effective April 17, 2012.  Mr. Lucado replaces Loren E. Bagley who
resigned as Chairman, but will remain as a director.

Mr. Lucado became a member of the board of directors on June 29,
2011.  Mr. Lucado has over 16 years of professional financial
experience.  He has been associated with various financial
companies and has managed investments in the oil and gas
industries.  Since 2010, Mr. Lucado has served as Senior Managing
Director and Founder of Three Oaks Group, specializing in
financial advisory to companies in the oil and gas industry.

In addition to performing his duties as Chairman of the Board, Mr.
Lucado will also provide financial advisory services to the
company.  In this capacity he will serve as the company's main
contact with both existing and prospective investors.  As such he
will be focused on evaluating potential sources of additional
capital, and will also be tasked with enhancing the company's
efforts to communicate with shareholders through participation in
public presentations to investors.

These services will be provided under a contract that is
structured to last a minimum of one year.  Under the contract Mr.
Lucado will be paid the equivalent of a base salary of $200,000
per annum, plus options on 300,000 shares with a strike price of
$2.30 per share, to be vested over three years.  Mr. Lucado will
also be eligible for a cash bonus upon the achievement of certain
milestones related to the areas of primary focus under his
contract.

There were no understandings or arrangements with any person
regarding Mr. Lucado's appointment as Chairman of the Board, other
than the above referenced contract, and there are no family
relationships between him and any other officer or director of the
company.

                        About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

The Company's balance sheet at Dec. 31, 2011, showed
$58.22 million in total assets, $30.78 million in total
liabilities, and $27.44 million in total stockholders' equity.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.


ULTIMATE ESCAPES: Court Enters Final Decree Closing Case
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware closed the
Chapter 11 cases of Ultimate Escapes Holdings, LLC, and its debtor
affiliates upon the Liquidating Trustee's motion for Final Decree
closing the Debtors' cases.

The Court was satisfied that the Debtors' cases have been fully
administered within the meaning of Section 350 of the Bankruptcy
Code.

                      About Ultimate Escapes

Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- was a
luxury destination club that sold club memberships offering
members reservation rights to use its vacation properties, subject
to the rules of the club member's Club Membership Agreement.  The
Company's properties are located in various resort locations
throughout the world.

Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case No.
10-12915) on Sept. 20, 2010.  Affiliates Ultimate Resort, LLC;
Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate
Escapes, Inc. (fka Secure America Acquisition Corporation); P & J
Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed
separate Chapter 11 petitions.

Scott D. Cousins, Esq., Sandra G. M. Selzer, Esq., and Nancy A.
Mitchell, Esq., at Greenberg Traurig LLP, assist the Debtors in
their restructuring efforts.  CRG Partners Group LLC is the
Debtors' chief restructuring officer.  BMC Group Inc. is the
Company's claims and notice agent.

Christopher A. Ward, Esq., Shanti M. Katona, Esq., and Peter W.
Ito, Esq., at Polsinelli Shughart PC, represent the Creditors
Committee.

Ultimate Escapes estimated assets at $10 million to $50 million
and debts at $100 million to $500 million as of the Petition Date.

As reported in the TCR on Feb. 1, 2012, the Effective Date of the
Second Amended Chapter 11 Liquidating Plan proposed by Ultimate
Escapes Holdings, LLC, et al., occurred on Jan. 3, 2012.


UNITED MARITIME: S&P Puts 'B' Corporate Credit Rating on Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit rating and its 'B' issue rating on the company's
$200 million second-lien notes on CreditWatch with developing
implications. The '3' recovery rating reflecting average (50%-70%)
recovery for noteholders in a payment default scenario remains
unchanged and is not on CreditWatch.

"The CreditWatch listing on United Maritime reflects the potential
for a change in the company's financial profile, financial
policies, and operating prospects if it sells its inland barge
business," said Standard & Poor's credit analyst Funmi Afonja.
United Barge Line, the segment being sold, is the most profitable
unit of the company.

The ratings on Tampa, Fla.-based United Maritime reflect the
firm's high leverage and participation in the highly competitive
and capital-intensive shipping industry. The ratings also reflect
its exposure to cyclical demand swings in certain end markets and
vulnerability to weather-related disruptions in business
operations.

United Maritime's solid market position in U.S. domestic coastal
and river dry bulk barge transportation; relatively stable
revenues under fixed-rate, long-term contracts; and competitive
barriers to entry under the Jones Act are positive factors.

"If United Maritime completes a sale of United Barge Line, we
expect the transaction will likely close in the second quarter of
2012," Ms. Afonja said.

"In resolving the CreditWatch listing, Standard & Poor's will
assess the outcome of a potential sale of the inland barge
business and the effects it could have on the company's financial
profile, financial policies, and operating prospects," S&P said.


VILLAGE AT PENN: $18MM Sale of Retirement Community Approved
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized The Village at Penn State Retirement Community to sell
its continuing care retirement community to Liberty Lutheran
Housing Corporation.

An auction have been held as no qualified bids were received in
accordance with the bid procedures order.

As reported in the Troubled Company Reporter on Jan. 13, 2012, the
Debtor has a deal with Liberty to serve as stalking horse bidder
in the asset sale.  Liberty offered $18 million for the purchased
assets.

Other key terms of the Liberty deal were:

     * The purchased assets do not include cash and cash
       equivalents including cash held by Wells Fargo Bank,
       National Association, as Indenture Trustee to Series 2002
       bonds, nor do they include causes of action belonging to
       the Debtor -- other than certain funds held with respect to
       refund obligations, and certain ordinary course of business
       actions;

     * The closing date is set to occur within 120 days of the
       Sale Order, subject to extension as provided in the asset
       purchase agreement.

     * Liberty will pay the purchase price for the Purchased
       assets directly to Wells Fargo;

     * Liberty agrees to assume the various residency agreements
       and honor refund obligations; and

     * Pennsylvania State University consented to the sale of the
       purchased assets to Liberty and agrees to enter into an
       amended or replacement ground lease and license agreement.

                 About The Village at Penn State

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  It owns and operates a continuing care
retirement community at 260 Lion's Hill Road, State College
Pennsylvania.  It is not affiliated with any religious or
charitable organization.

The Village at Penn State Retirement Community sought Chapter 11
protection (Bankr. M.D. Pa. Case No. 11-08005) on Nov. 30, 2011,
due to its inability to make the required payments under a loan
agreement with Blair County Industrial Development Authority since
October 2009.  While J.P. Morgan Trust Company, as predecessor
Indenture Trustee to Wells Fargo Bank, National Association,
issued a notice of default to the Debtor on account of those
failures, the Trustee opted to work with the Debtor in
furtherance of a mutually-agreeable solution rather than pursue
state court remedies.  The Chapter 11 case, and the planned sale
of the Debtor's assets, is the direct result of those efforts.
The Debtor disclosed $3,225,751 in assets and $63,741,066 in
liabilities.  Marianne Hogg signed the petition as executive
director.

Judge Mary D. France presides over the case.  Lawyers at McElroy,
Deutsch, Mulvaney & Carpenter LLP serve as the Debtor's counsel.
Latsha Davis & McKenna, P.C., serves as special corporate labor
and healthcare counsel; SF & Company serves as accountants; Pepper
Hamilton LLP acts as special construction litigation counsel;
Pepper Hamilton also serves as special counsel; and RBC Capital
Markets serves as broker and advisor.

Wells Fargo is represented in the case by Daniel S. Bleck, Esq.,
at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the case due to insufficient response from
creditors.

Wilmarie Gonzalez has been appointed as Long-term Care Ombudsman.
She is represented by Cynthia A. Haines -- cihaines@pa.gov -- and
Harriet F. Withstandley at Commonwealth of Pennsylvania Department
of Aging.


VILLAGE AT PENN: CliftonLarsonAllen LLP Approved as Accountant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized The Village at Penn State Retirement Community to
employ Clifton Larson Allen LLP as accountant.

CLA is expected to perform specific tax compliance services,
including:

   a. preparation of federal form 990 and applicable state filings
(included in flat fee).

   b. assistance or representation, if needed, in the event of an
IRS or state examination (not included in flat fee); and

   c. tax consulting services in excess of preparation of federal
form 990 and applicable state filings (not included in flat fee).

In the 90-day period prior to the Petition Date, CLA has received
the $16,845, and $19,235 for accounting services.

The Debtor will employ CLA on a flat fee basis, for $4,500, to
complete necessary federal and state tax returns.  The Debtor will
also employ CLA, on an hourly basis, to perform other services in
the event such services are deemed by the Debtor to be necessary.

To the best of the Debtor's knowledge, CLA does not hold or
represent any adverse interest to the Debtors or its estate with
respect to the matters for which CLA is to be employed.

                 About The Village at Penn State

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  It owns and operates a continuing care
retirement community at 260 Lion's Hill Road, State College
Pennsylvania.  It is not affiliated with any religious or
charitable organization.

The Village at Penn State Retirement Community sought Chapter 11
protection (Bankr. M.D. Pa. Case No. 11-08005) on Nov. 30, 2011,
due to its inability to make the required payments under a loan
agreement with Blair County Industrial Development Authority since
October 2009.  While J.P. Morgan Trust Company, as predecessor
Indenture Trustee to Wells Fargo Bank, National Association,
issued a notice of default to the Debtor on account of those
failures, the Trustee opted to work with the Debtor in
furtherance of a mutually-agreeable solution rather than pursue
state court remedies.  The Chapter 11 case, and the planned sale
of the Debtor's assets, is the direct result of those efforts.
The Debtor disclosed $3,225,751 in assets and $63,741,066 in
liabilities.  Marianne Hogg signed the petition as executive
director.

Judge Mary D. France presides over the case.  Lawyers at McElroy,
Deutsch, Mulvaney & Carpenter LLP serve as the Debtor's counsel.
Latsha Davis & McKenna, P.C., serves as special corporate labor
and healthcare counsel; SF & Company serves as accountants; Pepper
Hamilton LLP acts as special construction litigation counsel;
Pepper Hamilton also serves as special counsel; and RBC Capital
Markets serves as broker and advisor.

Wells Fargo is represented in the case by Daniel S. Bleck, Esq.,
at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the case due to insufficient response from
creditors.

Wilmarie Gonzalez has been appointed as Long-term Care Ombudsman.
She is represented by Cynthia A. Haines -- cihaines@pa.gov -- and
Harriet F. Withstandley at Commonwealth of Pennsylvania Department
of Aging.


VILLAGE AT PENN: Latsha Davis OK'd as Special Corporate Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized The Village at Penn State Retirement Community to
employ Latsha Davis & McKenna, P.C., as its special corporate
labor and healthcare counsel to perform specific non- bankruptcy
legal services.

As reported in the Troubled Company Reporter on Dec. 7, 2011,
Latsha Davis is expected to provide:

   (a) general corporate legal advice and assistance to the
       Debtor and Debtor's bankruptcy counsel on corporate legal
       issues;

   (b) legal assistance with any agreements relating to an asset
       sale, affiliation or similar agreement proposed to be
       entered into during the chapter 11 bankruptcy case;

   (c) legal assistance related to labor and employment-law and
       health care issues;

   (d) legal assistance related to matters with the Pennsylvania
       Office of the Attorney General; and

   (e) representation of the Debtor in the Orphan's Court in
       connection with any proposed sale of all or substantially
       all of the Debtor's assets, as the Debtor is a nonprofit
       corporation organized under the laws of the Commonwealth of
       Pennsylvania.

The attorneys expected to represent the Debtor and their current
hourly rates are:

          (a) Kimber L. Latsha        $300
          (b) Glenn R. Davis          $270
          (c) David C. Marshall       $260
          (d) Peter R. Wilson         $250
          (e) Angela L. Thomas        $235
          (f) Lorie A. Taylor         $175
          (g) Erin L. Bosley          $150
          (h) Daniel R. Jameson       $150

Prior to the Petition Date, the Debtor paid Latsha Davis a
retainer of $30,000.

The Debtor agrees to reimburse the firm for its actual and
necessary expenses and other charges that the firm incurs.

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

                 About The Village at Penn State

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  It owns and operates a continuing care
retirement community at 260 Lion's Hill Road, State College
Pennsylvania.  It is not affiliated with any religious or
charitable organization.

The Village at Penn State Retirement Community sought Chapter 11
protection (Bankr. M.D. Pa. Case No. 11-08005) on Nov. 30, 2011,
due to its inability to make the required payments under a loan
agreement with Blair County Industrial Development Authority since
October 2009.  While J.P. Morgan Trust Company, as predecessor
Indenture Trustee to Wells Fargo Bank, National Association,
issued a notice of default to the Debtor on account of those
failures, the Trustee opted to work with the Debtor in
furtherance of a mutually-agreeable solution rather than pursue
state court remedies.  The Chapter 11 case, and the planned sale
of the Debtor's assets, is the direct result of those efforts.
The Debtor disclosed $3,225,751 in assets and $63,741,066 in
liabilities.  Marianne Hogg signed the petition as executive
director.

Judge Mary D. France presides over the case.  Lawyers at McElroy,
Deutsch, Mulvaney & Carpenter LLP serve as the Debtor's counsel.
Latsha Davis & McKenna, P.C., serves as special corporate labor
and healthcare counsel; SF & Company serves as accountants; Pepper
Hamilton LLP acts as special construction litigation counsel;
Pepper Hamilton also serves as special counsel; and RBC Capital
Markets serves as broker and advisor.

Wells Fargo is represented in the case by Daniel S. Bleck, Esq.,
at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the case due to insufficient response from
creditors.

Wilmarie Gonzalez has been appointed as Long-term Care Ombudsman.
She is represented by Cynthia A. Haines -- cihaines@pa.gov -- and
Harriet F. Withstandley at Commonwealth of Pennsylvania Department
of Aging.


VILLAGE AT PENN: Pepper Hamilton Approved as Litigation Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized The Village at Penn State Retirement Community to
employ Pepper Hamilton LLP as its special construction litigation
counsel.

As reported in the Troubled Company Reporter on Dec. 7, 2011,
prior to the Petition Date, Pepper Hamilton provided certain legal
services to the Debtor.  These services consisted primarily of
representing the Debtor in construction litigation matters.

Pepper Hamilton is expected to:

   (a) continue to handle all matters related to the construction
       disputes; and

   (b) advise the Debtor and the Debtor's general bankruptcy
       counsel.

The attorneys of Pepper Hamilton expected to handle representation
of the Debtor and their current hourly rates are:

               Thomas B. Schmidt, III     $485
               Raymond DeLuca             $475
               Frederick Alcaro           $375

The Debtor agreed to reimburse Pepper Hamilton for its expenses
including, among other things, toll and telephone charges, special
or hand deliveries, document processing and travel.

Prior to the Petition Date, the Debtor paid Pepper Hamilton a
retainer of $16,000.

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

                 About The Village at Penn State

The Village at Penn State Retirement Community is a nonprofit
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania and qualifies as a tax exempt
organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended.  It owns and operates a continuing care
retirement community at 260 Lion's Hill Road, State College
Pennsylvania.  It is not affiliated with any religious or
charitable organization.

The Village at Penn State Retirement Community sought Chapter 11
protection (Bankr. M.D. Pa. Case No. 11-08005) on Nov. 30, 2011,
due to its inability to make the required payments under a loan
agreement with Blair County Industrial Development Authority since
October 2009.  While J.P. Morgan Trust Company, as predecessor
Indenture Trustee to Wells Fargo Bank, National Association,
issued a notice of default to the Debtor on account of those
failures, the Trustee opted to work with the Debtor in
furtherance of a mutually-agreeable solution rather than pursue
state court remedies.  The Chapter 11 case, and the planned sale
of the Debtor's assets, is the direct result of those efforts.
The Debtor disclosed $3,225,751 in assets and $63,741,066 in
liabilities.  Marianne Hogg signed the petition as executive
director.

Judge Mary D. France presides over the case.  Lawyers at McElroy,
Deutsch, Mulvaney & Carpenter LLP serve as the Debtor's counsel.
Latsha Davis & McKenna, P.C., serves as special corporate labor
and healthcare counsel; SF & Company serves as accountants; Pepper
Hamilton LLP acts as special construction litigation counsel;
Pepper Hamilton also serves as special counsel; and RBC Capital
Markets serves as broker and advisor.

Wells Fargo is represented in the case by Daniel S. Bleck, Esq.,
at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the case due to insufficient response from
creditors.

Wilmarie Gonzalez has been appointed as Long-term Care Ombudsman.
She is represented by Cynthia A. Haines -- cihaines@pa.gov -- and
Harriet F. Withstandley at Commonwealth of Pennsylvania Department
of Aging.


VERENIUM CORP: Completes Repurchase of $34.8 Million Notes
----------------------------------------------------------
Holders of Verenium Corporation's 5.5% Convertible Senior Notes
due 2027 validly tendered all of the $34,851,000 outstanding
principal amount of the Notes to the Company pursuant to the terms
of and subject to the conditions set forth in the Indenture, dated
as of March 28, 2007, between the Company and Wells Fargo Bank,
National Association, as trustee.  The Company completed the
repurchase of the $34,851,000 of the Notes on April 2, 2012.
Following the Company's repurchase of the Notes on April 2, 2012,
no Notes remain outstanding.

As a result of all Notes having been validity tendered and
repurchased by the Company, on April 2, 2012, the Indenture was
terminated and ceased to be of further effect.

                     About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing.

As of Dec. 31, 2011, Verenium had $65.3 million in total assets
and $55.4 million in total liabilities ad $9.9 million in total
stockholders' equity.

The Company reported net income of $5.12 million in 2011 compared
with a net loss of $5.35 million in 2010.


                         Going Concern

The Company had a loss from operations of $6.5 million for year
ended Dec. 31, 2011, and had an accumulated deficit of $600.8
million as of Dec. 31, 2011.  The holders of the 2007 Notes have
the right to require the Company to purchase the 2007 Notes for a
total cash amount equal to $34.9 million on April 2, 2012, plus
accrued and unpaid interest to that date.  The Company expects the
holders of the 2007 Notes to exercise this right and, based on the
Company's current cash resources and 2012 operating plan, the
Company's existing cash resources will not be sufficient to meet
the cash requirements to fund the Company's required repurchase of
the 2007 Notes, planned operating expenses, capital expenditures
and working capital requirements without additional sources of
cash.

If the Company is unable to fund the repurchase of the 2007 Notes
when required or otherwise raise additional capital, the Company
will need to defer, reduce or eliminate significant planned
expenditures, restructure or significantly curtail the Company?s
operations, sell some or all its assets, file for bankruptcy or
cease operations.

To the extent the Company restructures rather than repurchases all
or any portion of the 2007 Notes, the Company may issue common
shares or other convertible debt for the 2007 Notes that are
restructured, which would result in substantial dilution to the
Company's equityholders.  There can be no assurance that the
Company will be able to obtain any sources of financing on
acceptable terms, or at all.

These factors raise substantial doubt about the Company's ability
to continue as a going concern.


VITAMINSPICE: Involuntary Dismissed, No Proof of Debt
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the involuntary bankruptcy case sought by creditors
for VitaminSpice was denied last week, and the bankruptcy court
will hold a hearing on May 22 to decide whether the creditors
should be compelled to reimburse VitaminSpice for attorneys' fees
spent fighting bankruptcy.   The Debtor was the target of an
involuntary Chapter 11 petition filed in August by several
creditors, including a former lawyer for the company named Jehu
Hand and companies he allegedly controls.  The company filed a
motion to dismiss the petition, saying it was filed in bad faith
to stop lawsuits where the VitaminSpice was targeting Mr. Hand or
his companies.

According to the report, Wayne, Pennsylvania-based VitaminSpice
won dismissal in a 22-page opinion on April 19 by U.S. Bankruptcy
Judge Magdeline D. Coleman in Philadelphia.  She dismissed the
bankruptcy because the creditors failed to prove the company was
generally not paying its debts as they mature.

Judge Coleman, the report continues, said the creditors only
showed the debt they were owed and didn't present evidence about
the company's other liabilities and whether they are being paid.
She said it's "not this court's role to act as a forensic
accountant to piece together from a helter skelter record evidence
of VitaminSpice's overall financial condition."

                        About VitaminSpice

Five creditors filed an involuntary Chapter 11 petition (Bankr.
E.D. Pa. Case No. 16200) against Wayne, Pennsylvania-based
VitaminSpice aka Qualsec on Aug. 5, 2011.  The creditors, owed
roughly $414,000 in the aggregate, are: John Robison in
Philadelphia, Pennsylvania; IBT South Florida, LLC, in Fort
Lauderdale, Florida; Learned J. Hand in Chapel Hill, North
Carolina; and Jehu Hand in Dana Point, California; and Esthetics
World in Cheyenne, Wyoming.  Judge Magdeline D. Coleman presides
over the case.  Peter Edward Sheridan, Esq. --
sheridan.pete@gmail.com -- in Philadelphia, Pennsylvania,
represents the petitioning creditors.

The company makes vitamin- and antioxidant-infused spices as food
and dietary supplements.


* FDIC Overestimated 2011 Bank Failure Losses, GAO Says
--------------------------------------------------------
Keith Goldberg at Bankruptcy Law360 reports that a government
audit said Thursday that the Federal Deposit Insurance Corp.
fairly presented the 2010 and 2011 financial statements for the
funds it administers, but the agency overestimated losses to its
Deposit Insurance Fund from 2011 bank failures by hundreds of
millions of dollars.

Law360 relates that the U.S. Government Accountability Office said
it found deficiencies in the FDIC's controls for deriving and
reporting estimates of losses to the DIF from resolution
transactions involving shared-loss deals.


* Senate Votes to Extend Bankruptcy Judge Positions
---------------------------------------------------
American Bankruptcy Institute reports that Congress took a key
step on Thursday to avoid losing judges in the U.S. Bankruptcy
Courts as the Senate voted to extend 29 temporary judge positions
in 20 judicial districts that have expired and cannot be filled
without a new law.


* Justices Skeptical of Attempts to Block 'Credit Bidding'
----------------------------------------------------------
Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review reports
that the U.S. Supreme Court began the process of weighing in on
one of the hottest issues in corporate bankruptcy, casting harsh
eyes on a hotel owner's attempt to block its secured lender from
using debt as currency in a bankruptcy auction.


* Cohen & Grigsby Adds Attorney to Business Services Group
-----------------------------------------------------------
Cohen & Grigsby, a business law firm with headquarters in
Pittsburgh, PA and an office in Naples, FL, disclosed the recent
appointment of attorney Ronald T. Aulbach as a director in the
firm's Business Services Group.

"Ron has extensive experience in advising clients on a wide array
of tax issues," said Jack Elliott, president and CEO of Cohen &
Grigsby.  "This experience, paired with his superb business
acumen, makes him an ideal addition to Cohen & Grigsby's Business
Services Group."

Aulbach has extensive experience in advising clients on federal,
state and international tax issues relating to corporate and
partnership acquisitions, dispositions, joint ventures, and
restructurings.  His expertise also includes advising clients on a
wide range of tax areas, including subchapters C, S, and K; oil
and gas syndications and offerings; consolidated returns; and
state tax planning.

In addition to his tax expertise, Aulbach's practice includes
providing counsel to partnerships, limited liability companies and
investment vehicles.  He has also represented clients in
connection with real estate transactions, including advising real
estate developers, investors, and investment funds.

                       About Cohen & Grigsby

Since 1981, Cohen & Grigsby, P.C. -- http://www.cohenlaw.com/--
and its attorneys have provided sound legal advice and solutions
to clients that seek to maximize their potential in a constantly
changing global marketplace. Comprised of more than 130 lawyers,
Cohen & Grigsby maintains offices in Pittsburgh, PA and Naples,
FL.  The firm's practice areas include Business & Tax, Labor &
Employment, Immigration/International Business, Real Estate &
Public Finance, Litigation, Estates & Trust, Intellectual
Property, Bankruptcy & Creditors Rights, and Public Affairs.
Cohen & Grigsby represents private and publicly held businesses,
nonprofits, multinational corporations, individuals and emerging
businesses across a full spectrum of industries. Our lawyers
maintain an unwavering commitment to customer service that ensures
a productive partnership.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

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/

Nov. 28, 2011
  BEARD GROUP, INC.
     18th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact:             1-240-629-3300

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/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Sept. 17, 2011



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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