TCR_Public/120507.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 7, 2012, Vol. 16, No. 126

                            Headlines

1555 WABASH: Exclusive Filing Period Extended to June 28
ACCO BRANDS: Moody's Upgrades Corp. Family Rating to 'Ba3'
AFA INVESTMENT: Insurer Says Policies Can't Be Assigned in Sale
AFA INVESTMENT: Schedules Filing Deadline Extended to May 24
ALL SMILES: Case Summary & 20 Largest Unsecured Creditors

ALLIED IRISH: Cancels EUR3.9BB Capital Redemption Reserve Fund
ARCH COAL: S&P Lowers Corp. Credit Rating to 'B+'; Outlook Stable
ARCADIA RESOURCES: Foreclosed by Lender; To Wind Down Operations
ASSOCIATED MATERIALS: Facility Amendment No Impact on Caa1 Rating
AUGUST CAYMAN: S&P Assigns 'B' Corp Credit Rating; Outlook Stable

AUTOMOTORIES GILDMEISTER: Stable Market Cues Fitch to Hold Ratings
BASS LTD: Court Rules in Lease Dispute With City of New Iberia
BLUE SPRINGS: Hires Polsinelli Shughart as Counsel
BLUE SPRINGS: Hires Donlin Recano as Claims & Noticing Agent
BLUE SPRINGS: Files Schedules of Assets and Liabilities

BP CLOTHING: Amended Reorganization Plan Confirmed
CAPITOL BANCORP: Incurs $8.9 Million Net Loss in First Quarter
CAPITOL INFRASTRUCTURE: Auction Protocol Hearing Set for May 15
CERTENEJAS INC: Can Employ Luis Carrasquillo as Consultant
CERTENEJAS INC: Can Hire Charles Cuprill as Attorney

CERTENEJAS INC: Sec. 341(a) Creditors' Meeting Set for May 21
CGO ENTERPRISE: Marijuana Grower Files for Bankruptcy in Denver
CHARMING SHOPPES: S&P Puts 'B-' CCR on Watch Pos on Proposed Sale
CHEF SOLUTIONS: Joint Liquidation Plan Confirmed
CHINA TEL GROUP: Amends 104.9MM Class A Shares Offering Prospectus

CIRCUS AND ELDORADO: Has Until May 14 to Finalize Restructuring
CIVIL BUILDING: Case Summary & Largest Unsecured Creditor
CLARK SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
CLEAR CHANNEL: Bank Debt Trades at 18% Off in Secondary Market
CNO FINC'L: Moody's Reviews 'B1' Sr. Sec. Ratings for Downgrade

COGENT COMMUNICATIONS: Dividend No Impact on Moody's 'Caa1' CFR
COLLECTIVE BRANDS: S&P Puts 'B' CCR on Watch Neg on Proposed Sale
COLT DEFENSE: Moody's Puts 'Caa1' CFR Under Review for Downgrade
COMMERCIAL MANAGEMENT: Case Summary & Creditors List
COMMERCIAL VEHICLE: Reports $11.9 Million Net Income Q1

COMMUNITY HEALTH: Fitch Upgrades Issuer Default Rating to 'B+'
CONGRESSIONAL HOTEL: Writ of Garnishments on Propertly Lifted
CONTRACT RESEARCH: Court Extends Cash Collateral Use Until May 10
CONTRACT RESEARCH: Committee Taps Morris Anderson as Fin'l Advisor
CONTRACT RESEARCH: Committee Proposes Pachulski as Counsel

COSO GEOTHERMAL: Fitch Cuts Rating on $629-Mil. Certs. to 'CCC'
COTT CORP: $35MM Share Repurchase No Impact on Moody's 'B2' CFR
CPI CORP: In Talks With Lenders to Obtain Waiver
CUMULUS MEDIA: Swaps Stations with Townsquare Media
DEWEY & LEBOEUF: Warns Employees on Possible Closure

DEX MEDIA EAST: Bank Debt Trades at 45% Off in Secondary Market
DIAGNOSTIC IMAGING: S&P Withdraws 'CC' Corporate Credit Rating
DINEEQUITY INC: Fitch Affirms Issuer Default Rating at 'B'
DUNE ENERGY: Incurs $3.6 Million Net Loss in First Quarter
EDGEN MURRAY: Brian Friedman Holds 58% of Class A Shares

EL MONTE PUBLIC: Fitch Lowers Rating on $19-Mil. Bonds to 'BB+'
ELEPHANT & CASTLE: Converted to Chapter 7 After Sale
ENERGY CONVERSION: Sub-Committee Hiring Clark Hill as Counsel
ESSAR STEEL: Moody's Reviews 'Caa1' CFR for Possible Downgrade
FILENE'S BASEMENT: Court Moves Auction of IP Assets to June 5

FIRST DATA: Incurs $152.5 Million Net Loss in First Quarter
FNX MINING: S&P Raises Corp. Credit Rating to 'BB-'; Off Watch Pos
FREEDOM GROUP: S&P Rates New $330 Million Term Loan 'B+'
GALLANT ACQUISITIONS: Conroe Golf Course Files for Chapter 11
GALLANT ACQUISITIONS: Voluntary Chapter 11 Case Summary

GATEHOUSE MEDIA: Incurs $13.4 Million Net Loss in First Quarter
GATEWAY CENTER: Files for Chapter 11 in Jacksonville
GENERAL MARITIME: Wins Confirmation of Reorganization Plan
GENON ENERGY: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Stable
GRACE INDUSTRIES: Court Permits Discovery in NYSDOT Dispute

HAWKER BEECHCRAFT: Files for Chapter 11 in New York for Debt Swap
HAWKER BEECHCRAFT: Case Summary & 50 Largest Unsecured Creditors
HAWKER BEECHCRAFT: Bank Debt Trades at 33% Off in Secondary Market
HAZLAHA, LLC: Case Summary & 3 Largest Unsecured Creditors
HCA INC: S&P Rates $725MM Senior Secured Term Loan 'BB'

JEFFERSON COUNTY, AL: State Senate Approves Revival of Jobs Tax
KIM'S PROVISION: Case Summary & 7 Largest Unsecured Creditors
KUNKEL REAL ESTATE: Case Summary & 14 Largest Unsecured Creditors
LAKELAND DEVELOPMENT: Files for Chapter 11 in Los Angeles
LEHMAN BROTHERS: Monday Properties to Manage 237 Park Ave.

LEHMAN BROTHERS: Claims Totaling $6.4-Bil. Traded in March
LEHMAN BROTHERS: New Docs Reveal Huge Pre-Bankruptcy Pay to Execs
LEVEL 3: Lowers Net Loss to $138 Million Net Loss in Q1
LIBERTY MUTUAL: Fitch Retains Junior Sub. Notes Ratings at 'BB'
LIGHTS & SIGNALS: Case Summary & 20 Largest Unsecured Creditors

LIGHTSQUARED INC: Lenders Agree to Another One-Week Extension
M/I HOMES: Moody's Rates $25MM Add-On Sr. Unsecured Notes 'Caa1'
M/I HOMES: S&P Keeps B- CCR, Negative Outlook on $25MM Add-on Note
MARIANA RETIREMENT FUND: Demands Names of Objecting Creditors
MEDIA GENERAL: Files Form 10-Q; Incurs $34.3MM Net Loss in Q1

MERCED FALLS: Disclosure Statement Gets Court's Approval
MF GLOBAL: SIPA Trustee to Distribute $685-Mil. to Customers
MF GLOBAL: SIPA Trustee Wants to Litigate $700MM Claim in UK
MF GLOBAL: SIPA Trustee May Sue Officers for Breach of Duty
MF GLOBAL: Ch. 11 Trustee to Subpoena Ex-Officers, Lenders

MGM RESORTS: Incurs $203.3 Million Net Loss in First Quarter
MICKEY MANTLE'S: Facing Eviction by Month's End
MP-TECH AMERICA: Can Hire Capell & Howard as Counsel in IICC Rift
NADYA SULEMAN: May 7 Foreclosure Forces Octomom to Seek Ch. 7
NATIONAL CINEMEDIA: S&P Rates $105MM Ext. Revolver Facility 'BB-'

NAUTICA LAKES: Lawsuit Against D.S.C. of Newark Stayed
OSAGE EXPLORATION: Issues $10 Senior Secured Note to Apollo
PEMCO WORLD: Sun Aviation Wants to Hire Cross & Simon as Counsel
PENN HILLS: Voluntary Chapter 11 Case Summary
PETTUS PROPERTIES: Court OKs Mitchell & Culp as Attorney

PHOENIX HORIZONS: Case Summary & 3 Largest Unsecured Creditors
PINNACLE AIRLINES: Pays More Interest to Modify CIT Loan Terms
PMI GROUP: May 16 Hearing Set on Ernst & Young Engagement
QUALTEQ INC: Chapter 11 Trustee Takes Over
RGIS SERVICES: Moody's Cuts PDR to 'B3', Rates New Facility 'B2'

RGIS HOLDINGS: S&P Raises Corporate Credit Rating to 'B+'
RINE LAND: Case Summary & 13 Largest Unsecured Creditors
RITE AID: Commences Cash Offer to Purchase $405MM Senior Notes
RITE AID: To Offer Add'l $426 Million of 9.25% Senior Notes
RITE AID: Fitch Junks Rating on $421 Million Sr. Unsecured Notes

RITE AID: Moody's Upgrades Corp. Family Rating to 'Caa1'
SAVTIRA CORP: CEO Explains Financial Issues in Letter to Creditors
SCI REAL ESTATE: Plan Confirmation Hearing Set for June 13
SEARS HOLDINGS: Seven Directors Elected at Annual Meeting
SECURITY BANK NA: Closed; Banesco USA Assumes All Deposits

SEQUENOM INC: Incurs $24.4 Million Net Loss in First Quarter
SOMERSET APARTMENTS: To Pay Claims From R.E. Sales Under Plan
SOUTHERN DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
SPRINGLEAF FINANCE: Bank Debt Trades at 5% Off in Secondary Market
SPRINT NEXTEL: Files Form 10-Q; Incurs $863MM Net Loss in Q1

SPYGLASS ESTATE: Case Summary & 16 Largest Unsecured Creditors
SQUARE AT FALLING RUN: Placed in Chapter 7 Liquidation
TENET HEALTHCARE: Fitch Raises Issuer Default Rating to 'B'
TPF II: S&P Cuts Rating on $205MM Facilities to 'B-'; Outlook Neg
TRAINOR GLASS: Files Schedules of Assets and Liabilities

TRIBUNE CO: Bank Debt Trades at 31% Off in Secondary Market0
U.S. STEEL: Fitch Downgrades Issuer Default Rating to 'BB'
ULTIMATE ACQUISITION: Suit Against Mitsubishi Digital Dismissed
UNITED RENTALS: Moody's Affirms 'B2' Corp. Family Rating
VERSO PAPER: Has Exchange Offer, Sub Debt at 69 Cents

VERSO PAPER: S&P Lowers Corp. Credit Rating to 'CC'; Outlook Neg
WIN-WIN INVESTMENT: Case Summary & 8 Largest Unsecured Creditors
WINTDOTS DEVELOPMENT: Sec. 341 Creditors' Meeting Reset to May 18
WEST SPEEDWAY II: Not Bound to Supply Natural Gas to Lot Owners
WSG CHARLOTTESVILLE: Case Summary & 11 Largest Unsecured Creditors

YRC WORLDWIDE: Incurs $85.5 Million Net Loss in First Quarter

* April 2012 Chapter 11 Bankruptcy Filings Down 17%
* Florida Bank's Failure Bring Year's Tally to 23

* BOND PRICING -- For Week From April 30 to May 4, 2012

                            *********

1555 WABASH: Exclusive Filing Period Extended to June 28
--------------------------------------------------------
The Hon. Carol A. Doyle extended the periods under which 1555
Wabash LLC has the exclusive right to file a plan to June 28,
2012, and the right to solicit acceptances thereto to Aug. 28,
2012.

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction
was generally completed as of the middle of 2009.  Only 36 of the
100 sale contracts closed.  As of the Petition Date, 1555 Wabash
leased 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

1555 Wabash LLC filed for Chapter 11 protection (Bankr. N.D. Ill.
Case No. 11-51502) on Dec. 27, 2011, to halt foreclosure of the
property.  Judge Jacqueline P. Cox oversees the case.  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar, serves as the
Debtor's counsel.  The Debtor scheduled $90,055 in personal
property and said the current value if its condo building is
unknown.  The Debtor also listed $51.6 million in
liabilities.  The petition was signed by Theodore Mazola,
president of New West Realty Development Corp, sole member and
manager of the Debtor.


ACCO BRANDS: Moody's Upgrades Corp. Family Rating to 'Ba3'
----------------------------------------------------------
Moody's Investors Service upgraded ACCO Brands Corporation's
Corporate Family Rating and Probability of Default Rating to Ba3
from B2 following the closing of the merger with MeadWestvaco
("Mead C&OP"). Moody's also affirmed the Ba1 rating on the $1.05
billion senior secured credit facility, the B1 rating on the $500
million of senior unsecured notes and the SGL-2 speculative grade
liquidity rating. Moody's withdrew the Caa1 rating on the senior
subordinated notes that were redeemed in full and the B1 rating on
the senior secured notes that were also fully taken out through a
combination of a tender offer and satisfaction and discharge.
These actions conclude a review for upgrade that was initiated on
November 18, 2011. The rating outlook is stable.

"The two notch upgrade of the Corporate Family Rating to Ba3
reflects a material improvement in credit metrics pro forma for
the transaction, a significant increase in the scale of the
combined company and increased exposure to faster growing emerging
markets in Latin America," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service. "In addition, the
acquisition will broaden ACCO's distribution to more mass
retailers and away from the traditional Office Super Stores," he
said.

MeadWestvaco's Consumer & Office Products business is a
manufacturer and marketer of school supplies, office products, and
planning and organizing tools -- including the Mead(R), Five
Star(R), Trapper Keeper(R), AT-A-GLANCE(R), Cambridge(R), Day
Runner(R), Hilroy, Tilibra and Grafons brands in the United
States, Canada and Brazil. With the addition of this business,
ACCO Brands increased its scale and strengthens its position in
school and office products.

Ratings upgraded:

Corporate Family Rating to Ba3 from B2;

Probability of Default Rating to Ba3 from B2;

Ratings affirmed (no change in LGD assessments):

$500 million Senior Unsecured Notes at B1 (LGD 5, 80%);

$320 million Term Loan A at Ba1 (LGD2, 26%);

$450 million Term Loan B at Ba1 (LGD2, 26%);

$250 million Revolver at Ba1 (LGD2, 26%);

Speculative grade liquidity rating at SGL-2

Ratings withdrawn:

Senior subordinated notes rating at Caa1;

Senior secured notes rating at B1;

RATING RATIONALE

ACCO's Ba3 Corporate Family Rating reflects its size at over $2
billion for the combined company, moderate Debt/Ebitda of around 4
times proforma for the acquisition, good product and geographic
diversification, and the expectation for steady financial
performance. The rating also considers ACCO's increased exposure
to the faster growing emerging markets of Latin America at 12% of
pro forma sales. The rating incorporates the mature nature of the
office and school supplies industry. ACCO serves a consumable
segment, about 60% of which is tied to discretionary consumer
spending and a durable exposure, which is driven more by business
spending but is more vulnerable to cyclicality. Mitigating these
factors is ACCO's solid market position within the office supply
product categories, improved margins through a realignment of its
cost structure, good free cash flow generation, commitment to pay
down debt and good liquidity profile that provides financial
flexibility to continue to weather the uncertain economic
environment. Moody's also considers the relevance of ACCO to its
largest customers as one of only a few global suppliers of office
products.

The stable outlook reflects Moody's expectation that the
integration of Mead C&OP will not encounter any material
disruptions. Moody's expects the combined company to consistently
generate at least $125 million of free cash flow and EBITDA of
$340 million or more. Debt/EBITDA is expected to remain around 4
times or lower.

The rating could be upgraded if the combined company outperforms
Moody's expectations for a sustained period. Key credit metrics
driving a potential upgrade are EBITA margins remaining above 15%
(16.1% proforma) and debt/EBITDA below 3 times (currently over 4
times proforma). For the debt/ EBITDA upgrade threshold to be met,
EBITDA needs to increase by about $160 million from proforma
levels as of December 31, 2011 or debt needs to decrease by around
$480 million.

The rating could be downgraded if the integration of the two
companies is unsuccessful and expected operating improvements are
not realized. Key credit metrics driving a potential downgrade
would be if EBITA margins fall to the high single digits or lower
for a prolonged period and debt/EBITDA is sustained at 5 times or
higher. For the debt/ EBITDA downgrade threshold to be met, EBITDA
needs to decrease by about $50 million from proforma levels as of
December 31, 2011 or debt needs to increase by around $250
million.

The principal methodology used in rating ACCO was Moody's Global
Consumer Durables 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.

ACCO Brands Corporation is a leading supplier of branded office
products, which are marketed in over 100 countries to retailers,
wholesalers, and commercial end-users. Revenue for ACCO
approximated $1.3 billion for the year ending December 31, 2011.

The office product segment of MeadWestvaco ("Mead C&OP'), located
in Dayton, Ohio, is a leading provider of school, office, and time
management products in North America and Brazil. It manufactures
brands such as At-A-Glance, Day Runner, Five-Star, Mead, and
Hilroy. Sales for the year ending December 31, 2011 approximated
$740 million.


AFA INVESTMENT: Insurer Says Policies Can't Be Assigned in Sale
---------------------------------------------------------------
Zurich American Insurance Company has submitted a limited
objection and reservation of rights to AFA Investment Inc.'s
proposed sale of assets.

Jesse N. Silverman, Esq., at Dilworth Paxson LLP, representing
Zurich, states various insurance policies were issued to the
Debtors in accordance with Zurich's applicable underwriting
criteria which require an evaluation of the risks associated with
extending insurance coverage.  Because any assignment of the
Policies would alter Zurich's potential exposure under those
contracts, the Policies contain anti-assignment provisions which
prohibit the assignment of the contracts without the consent of
Zurich.  Accordingly, the assignment of the Policies without the
consent of Zurich is prohibited by the terms of the Policies, as
well as applicable non-bankruptcy law.  In addition, the Policies
by their own terms insure only those entities which are named
insureds or additional named insureds under the policies.  Even if
the Debtors could assume and assign the Policies, the Buyer would
not be provided with any coverage under the Policies post-
assumption since it would not be a named insured under the
Policies.

In the event the parties to the proposed sale intend to assign or
transfer Debtors' rights under the Policies, Zurich objects and
does not consent to the approval of any proposed to the extent
that any of its rights are modified and prejudiced in any manner.
In the event that Debtors seek to assign the Policies, Zurich
reserves all of its rights to consent to any assignment of the
Policies, as well as to insist on Debtors' and Buyer's full
compliance with the requirements of section 365(b) of the
Bankruptcy Code.

Zurich also reserves its rights to assert claims for any presently
unliquidated amounts for any obligations due and owing under the
Policies.  In the event that Zurich does consent to any assignment
of the Policies, any and all obligations of Debtors, as insureds
under the Policies and the Agreements, must be assumed by the
Buyer in connection with any assumption and assignment of the
Policies and the Agreements including the obligation to maintain
any collateral in amounts required by the Policies and the
Agreements.

Zurich's counsel may be reached at:

         Jesse N. Silverman, Esq.
         DILWORTH PAXSON LLP
         704 King Street
         Wilmington, Delaware 19801
         Tel: (302) 571-9800
         Fax: (302) 571-8875

The Debtors will ask for approval of the proposed sale procedures
on May 8 at 2:00 p.m. (ET).  As reported in the Troubled Company
Prospector on April 27, 2012, the lenders under the Debtors'
prepetition first lien credit facility provided a postpetition
debtor-in-possession financing facility to allow the Debtors to
pursue the sale in a manner that will maximize asset value and
preserve as many employee, vendor and customer relationships as
possible.  The interim financing order establishes, among other
things, several milestones for the Debtors' sale process,
including requirements that the Debtors:

   a) obtain approval of bid procedures by May 14;

   b) obtain one or more executed letters of intent to purchase
      the assets by May 17;

   c) conduct the auction by June 17;

   d) seek to have the sale hearing occur and the sale order(s)
      entered no later than five business days after the auction;
      and

   e) consummate any sale(s) of the assets by June 28.

The Debtors retained Imperial Capital, LLC, to identify potential
buyers and to assist in completing a Sale of the Assets as a
single lot to one buyer, or in discrete lots to multiple
buyers.  The Debtors have not yet designated a stalking horse
bidder or entered into a stalking horse agreement or other asset
purchase agreement.

To incentivize potential bidders and maximize the potential value
of their assets, the Debtors request that they be authorized, upon
their receipt of any bid (or bids, if for less than substantially
all assets) that the Debtors deem, in an exercise of their sound
business judgment to be acceptable, to designate one or more bids
as a stalking horse bid, at any time up to 24 hours before the
commencement of the auction.  The Debtors also seek approval to
grant the stalking horse bidder bid protections, including a
topping fee.

The interim order approving the DIP facility preserves, among
other things, credit bidding rights for the Debtors' secured
lenders.  The Debtors propose to deem General Electric Capital
Corporation, the agent under the DIP facility, as a "qualified
bidder."

The Debtors proposed these key milestones under the sale
procedures:

    * The Debtors will seek to obtain letters of intent to
      purchase the assets until May 29, 2012.

    * Until 24 hours before the auction, the Debtors may select
      one or more stalking horse bidders.

    * The Debtors will continue soliciting interest from and
      assisting potential bidders in conducting due diligence
      until June 11, 2012.

    * If they receive more than one qualified bid, the Debtors
      will conduct an auction on June 12, 2012, beginning at 10:00
      a.m.

The Debtors have scheduled the sale approval hearing at June 15,
11:30 a.m.  Objections, if any, are due June 14, at 12:00 noon.

                        About AFA Foods

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

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

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

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

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  McDonald Hopkins LLC and Potter Anderson &
Corroon LLP represents the Committee.


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

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

                        About AFA Foods

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

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

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

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

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  McDonald Hopkins LLC and Potter Anderson &
Corroon LLP represents the Committee.


ALL SMILES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: All Smiles Dental Center, Inc., Debtor
        4901 LBJ Freeway, Suite 300
        Dallas, TX 75244

Bankruptcy Case No.: 12-32924

Affiliate that simultaneously filed a separate Chapter 11
petition:

        Entity                        Case No.
        ------                        --------
AS Property Holdings                  12-32925

Chapter 11 Petition Date: May 2, 2012

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

About the Debtors: All Smiles Dental Center is a dental practice
                  management service organization supporting 33
                  dental and orthodontic practices within Texas.
                  The practices are at 22 different physical
                  locations spanning the Dallas, Fort Worth, and
                  Houston metropolitan areas. Non-debtor affiliate
                  All Smiles Dental Professionals, P.C. ("PC")
                  employs the clinical staff and provides all
                  dental and orthodontic services at these
                  practices.

                  Richard J. Malouf, D.D.S. founded All Smiles in
                  2002.  In June 2010, ASDC Holdings, LLC acquired
                  80% of the outstanding equity interest in All
                  Smiles.  Dr. Malouf resigned from the board as
                  of April 19, 2012.

Debtors' Counsel: Jason B. Binford, Esq.
                  KANE RUSSELL COLEMAN & LOGAN PC
                  1601 Elm Street, Suite 3700
                  Dallas, TX 75201
                  Tel: (214) 777-4227
                  Fax: (214) 777-4299
                  E-mail: jbinford@krcl.com

                         - and ?

                  Joseph A. Friedman, Esq.
                  KANE, RUSSELL, COLEMAN & LOGAN
                  1601 Elm Street, Suite 3700
                  Dallas, TX 75201-7207
                  Tel: (214) 777-4200
                  E-mail: jfriedman@krcl.com

Debtors'
Consultant:       TURN WORKS LLC
                  Neil Minihane

Lead Debtor's
Estimated Assets: $1,000,001 to $10,000,000

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

The petitions were signed by Neil J. Minihane, interim president.

Consolidated List of Creditors Holding 20 Largest Unsecured
Claims:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Caymus Partners, LLC               --                   $3,425,355
c/o Samir Kaushik/
Riy T. Atwood
Jones Day
2727 North Harwood Street
Dallas, TX 75201-1515

Valor Management Corp.             --                     $265,252
200 South Michigan Avenue, Suite 1020
Chicago, IL 60604

United Constructors of Texas, Inc. --                     $218,028
6989 West Little York, Suite F
Houston, TX 77040

Greenberg Traurig                  --                     $212,718

Henry Schein                       --                     $182,980

Southlake General Contractors, Inc.--                     $140,077

McKenna Long & Aldridge, LLP       --                     $139,281

Fish & Richardson P.C.             --                     $139,129

CP Richard Ellis                   --                     $125,471

Susman Godfrey LLP                 --                     $116,346

Abrams & Baylis LLP                --                      $96,745

Waller Lansden Dortch & Davis      --                      $92,279

Alorica, Inc.                      --                      $72,572

SYBRon/SDS ORMCO-#0382900          --                      $71,468

Logix Communication                --                      $45,151

Univision 23                       --                      $25,445

Richard Malouf                     --                      $20,246

Duff & Phelps LLC                  --                      $20,000

OpS Corp                           --                      $19,250

Process in Focus                   --                      $16,666


ALLIED IRISH: Cancels EUR3.9BB Capital Redemption Reserve Fund
--------------------------------------------------------------
The Irish High Court, confirmed the application by Allied Irish
Banks, p.l.c., to cancel its capital redemption reserve fund of
EUR3,957,595,068 and EUR2bn of its share premium account.  The
reserve resulting from those cancellations will be used to
eliminate permanent losses and be treated as distributable
reserves.

The implementation of the Court Order will have no impact on the
Group's capital ratios.

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.


ARCH COAL: S&P Lowers Corp. Credit Rating to 'B+'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Arch Coal to 'B+' from 'BB-'.

"We are also lowering our rating on Arch Coal's senior unsecured
notes to 'B-' from 'B+' and revising our recovery rating to '6',
which indicates our expectation for negligible (0%-10%) recovery
in the event of default, from '5'. These actions reflect our
expectation that the company will fully repay senior unsecured
notes issued by the Arch Western Finance LLC subsidiary. Upon
repayment, Arch Western will become a guarantor subsidiary to a
new secured bank loan package, further subordinating the Arch Coal
unsecured notes, in our view," S&P said.

"We are assigning our 'BB' (two notches above the corporate credit
rating) issue-level rating and our '1' recovery rating to the
company's proposed $2 billion senior secured bank credit facility,
which includes a $1 billion revolver and a $1 billion term loan.
The '1' recovery rating indicates our expectation for very high
(90%-100%) recovery in the event of a payment default," S&P said.

"We are removing all ratings from CreditWatch, where they were
placed with negative implications on April 25, 2012," S&P said.

"The downgrade on Arch Coal reflects our expectation that 2012 and
2013 EBITDA will be much lower than previously anticipated because
of a sharp cyclical downturn in domestic coal demand," said
Standard & Poor's credit analyst James Fielding. "A mild winter
and natural gas substitution has hurt the thermal coal market.
Demand for metallurgical coal has softened a bit on lower steel
production overseas and because supply disruptions in Australia
inflated export demand last year. As a result, Arch Coal recently
cut its 2012 production guidance by 10%-15%. These factors also
contribute to our lower EBITDA expectations."

"Our 'B+' corporate credit rating reflects our view of the
company's 'fair' business risk and its 'aggressive' financial
risk. Weaknesses include exposure to volatile demand and pricing
for its commodity coal products. During cyclical downturns, the
company's credit ratios will typically be weak relative to those
of similarly rated but less-cyclical industrial peers. Strengths
include the company's 'adequate' liquidity profile, its large and
diverse reserve base, and its competitive cost position," S&P
said.

"Our baseline scenario assumes that Arch Coal realizes about $4
billion of annual sales in 2012 and 2013. We expect lower margins
as fixed production costs are spread over a lower production base
and because some variable input costs such as fuel are higher.
These factors contribute to our annual EBITDA estimate of less
than $750 million in both years. This implies leverage over 7x, or
about twice our earlier expectations and well above our 5x
threshold for the previous rating. We also expect funds from
operation (FFO) to debt to drop below 12%," S&P said.

"Although we expect 2012 and 2013 debt ratios to be weak, we hold
the view that the current downturn in the coal sector is primarily
cyclical rather than secular and we expect that ratios will return
levels more consistent with our 'aggressive' financial risk
assessment over the intermediate term. We hold this view because
we expect Arch Coal's large and diverse coal reserves and its
generally competitive cost structure will enable the company to
meaningful grow its exports while benefiting from an eventual
recovery in domestic demand," S&P said.

"Arch Coal is the nation's second largest coal producer with
geographically diversified operations in most of the major U.S.
thermal coal basins. This allows the company to serve a broad base
of utility companies. The company's 2011 acquisition of competitor
International Coal Group (not rated) provided access to large,
relatively efficient metallurgical coal mines that we expect
to further broaden Arch Coal's customer base, both domestically
and overseas. In our view, this diversity and ability to serve
export markets with long-term growth prospects offsets risks
associated with declining domestic demand related adverse
regulatory initiatives and cheaper alternative fuels such as
natural gas," S&P said.

"Our stable rating outlook reflects our view that the company will
obtain its proposed term loan and credit facility under the terms
currently contemplated and that its adequate liquidity profile
will enable Arch Coal to endure the current downturn. The outlook
further reflects our view that the current downturn in the coal
sector is cyclical rather than secular," S&P said.

"We would lower our rating if cash flows are much weaker than we
currently anticipate, such that we no longer viewed the company's
liquidity profile to be adequate. This could occur if the cyclical
downturn is more severe or protracted than we currently anticipate
or the company accelerates capital spending significantly above
the $410 million to $440 million currently planned," S&P said.

"Though an upgrade seems unlikely in the near term given the
current operating environment, one could occur over time if
domestic coal demand improves and exports increase such that
leverage returned to the company's historical norms of 4x-5x," S&P
said.


ARCADIA RESOURCES: Foreclosed by Lender; To Wind Down Operations
----------------------------------------------------------------
Arcadia Services, Inc., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it entered into a
foreclosure agreement, dated May 1, 2012, with Arcadia Holdings
II, Inc.  As a result of the Foreclosure Transaction, the Company
no longer owns any operating businesses.

The Company said it intends to wind-down its affairs and expects
that holders of its outstanding unsecured indebtedness will
receive no payment, or nominal payment, on their claims.  After
the Foreclosure Transaction, the Company estimates that it will
have more than $33 million in unsecured current liabilities.  The
Company estimates that it will have less than $1 million in
assets, all of which will be used to wind down its affairs.

Arcadia Services and four of its wholly-owned subsidiaries are
parties to an Amended and Restated Credit Agreement dated
July 13, 2009, as amended, with Comerica Bank.  Repayment of the
Credit Note is guaranteed by RKDA, Inc., ASI's parent company.

Prior to the maturity, Comerica Bank declared a default under the
Comerica Credit Agreement and the Credit Note.  The principal
balance due from the Services Borrowers under the Credit Note as
of April 30, 2012, was $11 million.  The Indebtedness is secured
by all of the assets of the Services Borrowers and by the pledge
by RKDA of all of the shares of ASI capital stock.

On April 17, 2012, the Services Borrowers and RKDA entered into an
agreement with Comerica with respect to the Comerica Credit
Agreement and amounts due under the Credit Note.  Comerica agreed
to forbear until April 30, 2012, from taking any action to collect
the liabilities, provided the Services Borrowers and RKDA comply
with the terms of the Forbearance Agreement.

On May 1, 2012, Comerica sold a portion of the Indebtedness to
Arcadia Holdings, and assigned to AHI all of Comerica's security
interest in and with respect to the Pledged Stock.  AHI is a
privately-held Delaware corporation having its principal place of
business in Southfield, Michigan.  The Company and its directors,
officers, subsidiaries and affiliates have no ownership interest
in AHI and have no business relationships or agreements with AHI.

In connection with the Foreclosure Transaction, the Services
Borrowers and RKDA also entered into an amendment to the
Forbearance Agreement with Comerica Bank.  The Forbearance
Amendment, dated as of May 1, 2012, provides for:

   (a) the execution and delivery by the Services Borrowers of a
       $1,000,000 single disbursement demand note to Comerica
       replacing an equal amount of indebtedness under the Credit
       Note, evidencing the Purchased Indebtedness;

   (b) a reduction in the maximum amount available under the
       Comerica Credit Agreement from $11,500,000 to $10,500,000
       and a change in the formula for advances under the credit
       facility; and

   (c) immediate termination of Comerica's forbearance under the
       Forbearance Agreement.

In light of the foregoing, the Company believes that its common
shares outstanding have no value and strongly discourages
investors from trading in its common stock.

A copy of the Form 8-K is available for free at:

                       http://is.gd/MFnqxg

                     About Arcadia HealthCare

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

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

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

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


ASSOCIATED MATERIALS: Facility Amendment No Impact on Caa1 Rating
-----------------------------------------------------------------
Moody's Investors Service commented that the amendment to
Associated Materials, LLC's revolving credit facility will enhance
its liquidity and is a credit positive, but will have no immediate
impact on the company's Caa1 corporate family rating.

The principal methodology used in rating Associated was the Global
Manufacturing Industry Methodology, published December 2010. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Associated Materials, LLC, headquartered in Cuyahoga Falls, Ohio,
is a North American manufacturer and distributor of exterior
residential building products. The company's core products are
vinyl windows, vinyl siding, aluminum trim coil, and aluminum and
steel siding and accessories. Associated is also a distributor of
roofing materials, insulation, and exterior doors produced by
third parties. Hellman & Friedman LLC, through its respective
affiliates, is the primary owner of Associated. Revenues for the
twelve months through December 31, 2011 totaled approximately $1.1
billion.


AUGUST CAYMAN: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to August Cayman Intermediate Holdco Inc. The rating
outlook is stable.

"At the same time, we assigned our issue-level ratings of 'B' to
the senior secured $270 million first-lien debt (recovery rating
'3') and 'B-' to the $100 million second-lien term loan (recovery
rating '5'). The $270 million first-lien debt consists of a $35
million revolver and a $235 million term loan. The '3' and '5'
recovery ratings reflect our expectations for meaningful (50%-70%)
and modest (10%-30%) recovery, respectively, of principal in the
event of default," S&P said.

"The ratings reflect what we consider Schrader's 'weak' business
risk profile, reflecting its exposure to cyclical auto production
levels--limited scale and product diversity--somewhat offset by
growth prospects supported by regulatory requirements, and its
'highly leveraged' financial risk profile, given leverage
expectations between 4.5x to 5.0x, with limited positive free cash
flow generation prospects over the next two years," S&P said.

Schrader manufactures tire pressure monitoring systems (TPMS),
fluid control components, and tire hardware and accessories,
primarily for the light-vehicle automotive end-markets.

The $505 million leveraged buyout (LBO) transaction announced by
Madison Dearborn Partners, the private-equity sponsor, was
financed with equity of $205 million and debt of $370 million,
including the $235 million first-lien term loan, the $100 million
second-lien term loan, and an undrawn $35 million revolver.

"Pro forma for the transaction, we estimate leverage of over 4.5x,
expected to remain in the 4.5x-5.0x range, because we do not
incorporate any meaningful EBITDA expansion over the next two
years. We do not incorporate any large debt-financed acquisitions
or a significant dividend payout to the sponsors in our base case,
but we expect its financial policies to be aggressive given its
private-equity ownership structure, which is likely to preclude
sustained de-leveraging," S&P said.

"We expect cash flow generation prospects to remain modest over
the next two years," said Standard & Poor's credit analyst Nishit
Madlani, "given that potentially sluggish growth in end markets
will limit any significant margin expansion till 2013. Beyond
2013, we expect revenue growth to accelerate, given TPMS-related
legislation, especially in Europe. Even with regulatory
requirements, the level of cash generation is highly sensitive to
future production, which could eventually be volatile, in our
view."

"In our opinion," added Mr. Madlani, "Schrader's EBITDA margin is
fair by industry standards, partly reflecting its market share and
vertical integration capabilities. We believe continued success in
sustaining single-sourced contracts with key customers will be
critical to the maintenance of margins around current levels.
Given that Schrader has operated as an independent business
previously under Tomkins, in our base-case scenario, we do not
expect significant future incremental stand-alone costs. Still, we
expect some costs to inevitability rise, and higher commodity
costs and demand weakness in Europe during 2012 and perhaps 2013
remain risks."

"The stable rating outlook reflects our expectation that the
company's leverage will be about 4.5x-5.0x over the next 12
months, with modest cash flow generation prospects for debt
reduction given potentially sluggish growth in its end markets
limiting any significant margin expansion," S&P said.

"We could raise the ratings if we believed that Schrader could
sustain free operating cash flow (FOCF) of about $15 million to
$20 million to repay borrowings under its debt facilities, and
allow for sustainable liquidity (cash and availability under its
revolver) of about $30 million-$40 million with a sustained
pattern of leverage approaching 4x or less. We estimate that
EBITDA would need to reach about $85 million for this to occur,
perhaps through greater volume growth or margin expansion than we
assume," S&P said.

"We could lower our rating if FOCF turned negative for consecutive
quarters, which would reduce liquidity. For example, we estimate
that if gross margins (excluding depreciation and amortization)
fall by more than 200 basis points over the next 12 months, while
revenue growth and working capital performance are less favorable
than we expect, the company could begin to use cash and need to
borrow more under its revolver. We could also lower the ratings if
the company's leverage were to increase well above 5x because of
shareholder-driven actions such as a debt-financed acquisition or
a dividend to the new sponsors," S&P said.


AUTOMOTORIES GILDMEISTER: Stable Market Cues Fitch to Hold Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Automotores Gildemeister
S.A.'s (AG) as follows:

  -- Foreign currency Issuer Default Rating (IDR) at 'BB';
  -- Local currency IDR at 'BB';
  -- USD400 million unsecured senior notes due in 2021 at 'BB'.

The Rating Outlook is Stable.

AG's credit ratings reflect the company's stable market position,
solid brand recognition, and high margins.  AG's business position
in the automobile distribution and retailing industry within Chile
and Peru is seen as sustainable in the medium term, with market
shares in each of these markets of approximately 11% and 17%,
respectively, at the end of 2011.  The ratings consider AG's
ability to withstand competitive pressures based upon its market
position, as the third largest auto distributor in Chile and the
second most important importer and distributor in Peru.  Also
incorporated in the ratings is the company's unique business
model, which combines importation, distribution, and retailing
activities and has resulted in EBITDAR margins between 11% and
13.5% during the last few years.

The company benefits from the strong brand recognition of the
vehicles it sells.  Hyundai Motor Company (Hyundai), rated 'BBB'/
Positive Outlook by Fitch, is the most important brand sold and
distributed by the company, accounting for approximately 70% of
AG's revenues.  The company's commercial tie to Hyundai is seen as
stable as the commercial relationship between AG and Hyundai has
existed for more than 20 years.  AG is Hyundai's sole importer in
Chile and Peru of passenger cars (PC) and light commercial
vehicles (LCV).  Based upon AG's success in managing the Hyundai
brand, this commercial relationship, which is renewed every four
years with the next renewal taking place in 2013, is expected to
remain solid through the foreseeable future.

The ratings are constrained by the cyclicality of AG's business,
moderate leverage, negative FCF generation during strong sales
years due to increasing working capital needs, and limited
diversification.  The high working capital needs in AG's
operations limit the company capacity to increase cash flow from
operations (CFFO) during periods of significant expansion.  During
2011, revenue increased by 34.3% and the company's CFFO was USD23
million, resulting in a low CFFO margin of 1.7%.  Increasing
working capital needs totaled USD114 million, as inventory levels
increased by USD67 million during 2011.  For 2011, calculations
consider end of period and average exchange rates of CHP519.50 and
CHP483.68 per USD, respectively.

The company's product mix is highly dependent upon Hyundai
products, exposing the company to reputation risk and shortage
supply risk associated with the Hyundai brand.  In addition, the
automobile business is AG's core business, generating
approximately 90% of its total revenues.  The company's geographic
diversification is somewhat limited, as Chile represents about 65%
of revenues, while Peru accounts for the remainder.

The Stable Outlook reflects Fitch's view that AG will maintain the
positive trend in its operating results based upon its market
position and brand recognition coupled with a positive business
and macro economic environment in its main markets.  The Stable
Outlook also factors in the expectation that the company's gross
adjusted leverage, measured by the total adjusted debt to EBITDAR
ratio, will remain stable at around 3 times (x) and that the
company will maintain an adequate liquidity and manageable debt
profile in the short to medium term.

Shareholder- Friendly Actions Negative For Credit Quality:

From a credit perspective, Fitch negatively views AG's decision to
increase the level of inter company loans by approximately USD33
million during 2011.  This level represented 20%, 6%, and 140% of
the company's cash, total on-balance debt, and CFFO. 2011.  AG's
ratings incorporate the expectation that the company will not
materially increase inter company loans in the future. Deviations
from this expectation would likely result in a negative rating
action.

Business Expected to Grow between 15% and 20% during 2012,
Supported by Volume Trend:

The ratings incorporated the expectation that the favorable
macroeconomic-driven sales environment in the company's markets,
Chile and Peru, will continue in the medium term, with rising
demand for new cars.  Total new cars sold in Chile and Peru during
2011 were 340,801 and 119,540 units, respectively, representing
increases of 17.4% and 17%, respectively, versus 2010.  After
growing 6% and 6.9%, during 2011, the Chilean and Peruvian
economies are forecasted to post growth rates of 4.1% and 5.4%,
respectively, during 2012.

The company's 2011 revenue was USD1.4 billion, representing an
increase of 34% from the prior year.  For 2012, the company's
revenue is forecasted to continue growing between 15% and 20%
driven primarily by higher volume.  The company's 2011 total units
sales, were 66,920 units, Fitch's base case is that AG will
increase its sales volume by approximately 17% during 2012, while
the company's EBITDAR margin is expected to remain stable at
around 12%.

Adequate Liquidity, Refinancing Completion a Positive:

The company rebuilt its liquidity during the LTM period ended in
March 2012 with the proceeds from the USD400 million senior notes,
including the USD100 million reopening completed during the first
quarter of 2012.  At the end of December 2011, the company had
USD160.9 million of cash (USD60 million as of December 2010) and
USD204.2 million of short-term debt (USD154 million as of December
2010).  After the completion of the recent reopening, AG's short-
term debt at the end of March 2012 is expected to be around USD100
million, primarily composed of used credit lines and bank debt
financing car imports.  The company's flexible debt payment
schedule post reopening is a positive factor.  Other than the
short-term financing, the company does not have any material debt
payment due during 2012, 2013 and 2014.  AG's main debt maturity
is composed by the USD400 million senior notes issuance due in
2021.

Adjusted Gross Leverage Expected to Continue Below 3.5x:

The company's operations grew significantly during 2011. This
growth was reflected in AG's cash flow generation, measured by
EBITDAR, which increased by 54% during the period, from USD124
million (2010) to USD190 million (2011).  The business growth also
resulted in the company's total adjusted debt increasing by 49%
during 2011.  The increase in the company's total adjusted debt
was primarily used to finance the company's 2011 negative free
cash flow (FCF) of USD55 million and to improve its cash position
from USD62 million (December 2010) to USD161 million (December
2011).

AG had USD620 million of total adjusted debt by the end of
December 2011.  This debt consists of USD524.5 million of on-
balance debt including the senior notes due in 2021 and
approximately USD95 million of off-balance lease adjusted debt
(calculated as 7x annual rental expenses of approximately USD14.6
million).  AG's total adjusted gross leverage, as measured by
total adjusted debt versus total EBITDAR was 3.3x and 3.4x during
2011 and 2010, respectively.  The company's gross adjusted
leverage is expected to remain below 3.5x during the next 24
months ended in December 2013.

FCF to Remain Negative in 2012 Driven by Growing Business:

AG had a negative FCF of USD55 million during 2011; this level
represented 3.9%, 34.1% and 10.5% of the company's LTM revenues,
cash, and total on-balance debt by the end of Dec. 2011. Fitch's
FCF calculation for the period considers cash flow from operations
(CFFO) of USD23 million less capital expenditures (capex) and
distributed dividends of USD49.7 million and USD28.8 million,
respectively.

The ratings incorporate the view that the company's FCF will
remain negative in the low single digits during 2012, driven
primarily by business growth, increasing capex levels, and stable
gross working capital cycle (account receivables and inventories)
of approximately 155 days.  Expectation on the company's 2012
capex level has been adjusted, and it is now forecasted to be
around USD90, reflecting the opening of new own car sale centers
as the business continues to expand.  The expectation of 2012
capex levels that were previously incorporated in the ratings were
lower at USD50 million. Distributed dividends should remain in the
range of USD30 million to USD40 million per year.

Key Rating Drivers:

The ratings factored in the expectation that AG will maintain
leverage and liquidity at the aforementioned levels.  Fitch will
view as a positive to credit quality that could trigger a positive
rating action a combination of the following factors: improvement
in the company's FCF generation resulting in consistent positive
FCF levels coupled with solid liquidity and lower gross adjusted
leverage.

Factors that could lead to the consideration of a negative rating
action include a combination of the following factors:
expectations by Fitch of total adjusted gross leverage being
consistently at or beyond 4.0x, decline in sales volume due to a
deteriorating business and political environment, shareholder
friendly actions; and events negatively affecting its reputation
with the Hyundai brand.


BASS LTD: Court Rules in Lease Dispute With City of New Iberia
--------------------------------------------------------------
In the lawsuit, Bass, Ltd., v. City of New Iberia and Spanish Town
Investments, LLC, Adv. Proc. No. 11-05048 (Bankr. W.D. La.), the
City of New Iberia filed a motion for summary judgment challenging
claims brought by Bass, Ltd. arising from a lease of land for the
specific purpose of erecting and maintaining an advertising
billboard.  The dispute centers on whether the Lease was
terminated pre-petition as well as the validity of a right of
first refusal contained in the Lease.  Bass also filed a cross
motion for summary judgment seeking a declaration that the Lease
was not validly terminated prior to the bankruptcy filing.

In a May 1, 2012 Memorandum Opinion available at
http://is.gd/0fIMyWfrom Leagle.com, Bankruptcy Judge Robert
Summerhays granted the City's motion for summary judgment in part
and denied the motion in part.  The Court also granted Bass'
motion for summary judgment with respect to the termination of the
Lease.

Lafayette, Louisiana-based Bass Ltd. and Bass Digital Sign Sales
LLC filed for Chapter 11 bankruptcy (Bankr. W.D. La. Case Nos. 11-
51393 and 11-51396) on Sept. 27, 2011.  Judge Robert Summerhays
presides over the case.  Louis M. Phillips, Esq., and Ryan James
Richmond, Esq., at Gordon, Arata, McCollam, Duplantis & Eagan LLC.

Bass Ltd. estimated $1 million to $10 million in both assets and
debts.  Bass Digital estimated $500,001 to $1 million in assets
and $1 million to $10 million in debts.

The petitions were signed by Stephen Sonnier, managing member.


BLUE SPRINGS: Hires Polsinelli Shughart as Counsel
--------------------------------------------------
Blue Springs Ford Sales, Inc., asks the U.S. Bankruptcy Court for
permission to employ Polsinelli Shughart PC as counsel.  Michael
M. Tamburini, Esq., attests that the firm is a "disinterested
person" as the term  is defined in Section 101(14) of the
Bankruptcy Code.

Polsinelli has advised the Debtor that Polsinelli's hourly rates
range from $275 to $500 per hour for shareholders, from $210 to
$300 per hour for associates and senior counsel and from $110 to
$190 per hour for paraprofessionals.

Prior to the Petition Date, Polsinelli received, and continues to
hold, a $200,000 retainer from the Debtor and deposited the
Retainer in a Polsinelli trust account.

                      About Blue Springs Ford

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  Christopher A. Ward, Esq., at
Polsinelli Shughart PC, serves as the Debtor's counsel.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.  The
petition was signed by Robert C. Balderston, president.

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BLUE SPRINGS: Hires Donlin Recano as Claims & Noticing Agent
------------------------------------------------------------
Blue Springs Ford Sales Inc. asks the U.S. Bankruptcy Court for
permission to employ Donlin, Recano & Company, Inc. as claims and
noticing agent.

The Debtor provided DRC with a $15,000 retainer.

DRC's Colleen McCormick attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Blue Springs Ford

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  Christopher A. Ward, Esq., at
Polsinelli Shughart PC, serves as the Debtor's counsel.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.  The
petition was signed by Robert C. Balderston, president.

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BLUE SPRINGS: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Blue Springs Ford Sales Inc. filed with the Bankruptcy Court for
the District of Missouri its schedules of assets and liabilities,
disclosing:

     Name of Schedule                Assets       Liabilities
     ----------------             -----------     -----------
  A. Real Property                         $0
  B. Personal Property            $10,282,348
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,999,555
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $15,746
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,985,929
                                 -----------      -----------
        TOTAL                    $10,282,347      $14,001,234

A full text copy of the company's financial report is available
free at http://bankrupt.com/misc/BLUE_SPRINGS_sal.pdf

                      About Blue Springs Ford

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  Christopher A. Ward, Esq., at
Polsinelli Shughart PC, serves as the Debtor's counsel.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.  The
petition was signed by Robert C. Balderston, president.

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BP CLOTHING: Amended Reorganization Plan Confirmed
--------------------------------------------------
Bankruptcy Judge Shelley C. Chapman confirmed the amended Chapter
11 plan of reorganization filed BP Clothing LLC.  The Plan
provides that Holders of the Senior Lender First-Out Obligation
Claims will be receiving an aggregate of 65% of the Reorganized
Debtor Common Units (for an estimated recovery of 95.9%), Holders
of the Senior Lender Second-Out Obligation Claims will be
receiving their pro rata share of 35% of the Reorganized Debtor
Common Units (for an estimated recovery of 89.7%), and the Holders
of the Subordinated Lender Claims will not receive a recovery on
account of such Claims.  Both the Senior Lender First-Out
Obligation Claims and the Senior Lender Second-Out Obligation
Claims will be Impaired under the Plan.

The classification, treatment and estimated recoveries of Claims
and Interests under the Plan are:

     A. Class 1 (Priority Non-Tax Claims) will be paid the Allowed
        Amount in full in Cash on the later of the Effective Date
        and the first Distribution Date subsequent to the date
        the Priority Non-Tax Claim becomes an Allowed Priority
        Non-Tax Claim.  Estimated recovery is 100%.

     B. Class 2 (Senior Lender First-Out Obligation Claims) will
        receive its pro rata share of 65.0% of the Reorganized
        Debtor Common Units.  These claims are estimated to total
        $30.23 million and recovery is estimated to be 95.9%.

     C. Class 3 (Senior Lender Second-Out Obligation Claims)
        receive a pro rata share of 35.0% of the Reorganized
        Debtor Common Units.  These claims are estimated to total
        $17.50 million and recovery is estimated to be 89.7%.

     D. Class 4 (Factor Claims) will be paid in Cash or as agreed
        by the Senior Lenders and the Factor Lenders.  These
        claims are estimated to total $3.71  million and recovery
        is unknown.

     E. Class 5 (Subordinated Lender Claims) will receive no
        distribution and will be cancelled.  These claims are
        estimated to total $35.13  million and recovery is 0%.

     F. Class 6 (PIK Lender Claims) will receive no distribution
        and will be cancelled.  These claims are estimated to
        total $6.84 million and recovery is 0%.

     G. Class 7 (General Unsecured Claims) will receive no
        distribution and will be cancelled.  These claims are
        estimated to total $684.51 million and recovery is 0%.

     H. Class 8 (Existing Equity Interests) will receive no
        distribution and will be cancelled.  Estimated recovery
        is 0%.

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

                         About BP Clothing

New York-based BP Clothing LLC is an apparel company specializing
in the design, manufacture and sale of women's apparel products.
The business primarily consists of selling merchandise directly to
Walmart, as well as miscellaneous wholesale providers.  It is also
involved with a third party, eFashionSolutions LLC, which hosts
the Web site http://www.babyphat.com/ It sells certain of its
inventory through the Web site, and pays a percentage of sales to
E-Fashions.  BP Clothing LLC is wholly owned by BP Clothing
Holdings LLC.

BP Clothing LLC filed a chapter 11 case (Bankr. S.D.N.Y. Case No.
11-15696) on Dec. 12, 2011, to effectuate a proposed restructuring
that will substantially reduce debt and enhance the Debtor's
liquidity.  The Debtor intends to emerge from bankruptcy quickly.

Judge Shelley C. Chapman presides over the case.  Michael S. Fox,
Esq., and Sherri D. Lydell, Esq., at Olshan Grundman Frome
Rosenzweig & Wolosky, LLP, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $50 million to $100 million in both
assets and debts.  The petition was signed by Kevin Weber,
executive vice president and CFO.

FCC LLC d/b/a/ First Capital Western Region LLC as Factor and DIP
lender, is represented by Jeff J. Friedman, Esq., at Katten Muchin
Rosenman LLP.

Guggenheim Corporate Funding LLC, as Administrative Agent to the
prepetition Senior Term Lenders, is represented by Ronit J.
Berkovich, Esq., at Weil, Gotshal & Manges LLP.


CAPITOL BANCORP: Incurs $8.9 Million Net Loss in First Quarter
--------------------------------------------------------------
Capitol Bancorp Ltd. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $8.93 million on $22.99 million of total interest income for
the three months ended March 31, 2012, compared with a net loss of
$2.77 million on $28.36 million of total interest income for the
same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$2.05 billion in total assets, $2.17 billion in total liabilities,
and a $121.25 million total deficit.

As of March 31, 2012, there are several significant adverse
aspects of Capitol's consolidated financial position and results
of operations which include, but are not limited to:

   * An equity deficit approximating $121.3 million;

   * Regulatory capital classification on a consolidated basis as
     less than "adequately-capitalized" and related negative
     amounts and ratios;

   * Numerous banking subsidiaries with regulatory capital
     classification as "undercapitalized" or "significantly-
     undercapitalized";

   * Certain banking subsidiaries which are generally subject to
     formal regulatory agreements have received "prompt corrective
     action" notifications or directives from the FDIC, which
     require timely action by bank management and the respective
     boards of directors to resolve regulatory capital ratios
     which result in classification as less than "adequately-
     capitalized" (the basis of a PCAN) or to submit an acceptable
     capital restoration plan to the FDIC (the basis of a PCAD),
     and it is likely additional PCANs or PCADs may be issued
     in the future or the banking subsidiaries may be unable to
     satisfactorily resolve those notices or directives;

   * Capitol has sold several of its banking subsidiaries during
     the past few years and has other divestiture transactions p
     pending.  The proceeds from those divestitures have been
     redeployed at certain remaining banking subsidiaries which
     have experienced a significant erosion of capital due to
     operating losses.  While those proceeds have been a
     significant source of funds for redeployment, the
     Corporation will need to raise significant other sources of
     new capital in the future;

   * The Corporation and substantially all of its banking
     subsidiaries are operating under various regulatory
     agreements which place a number of restrictions on them and
     impose other requirements limiting activities and requiring
     preservation of capital, improvement in regulatory capital
     measures, reduction of nonperforming assets and other
     matters for which the entities have not achieved full
     compliance.

   * Elevated levels of nonperforming loans and other
     nonperforming assets as a percentage of consolidated loans
     and total assets, respectively; and

   * Significant losses from continuing operations, resulting
     primarily from elevated provisions for loan losses and costs
     associated with foreclosed properties and other real estate
     owned.

Capitol said these considerations raise some level of doubt
(potentially substantial doubt) as to its ability to continue as a
going concern.

Capitol's Chairman and CEO Joseph D. Reid said in a press release,
"Our focus continues to be on deleveraging the consolidated
balance sheet, while also efficiently managing risk and improving
liquidity.  We believe that these efforts, in addition to the bank
divestitures and regional consolidations that have occurred over
the past few years, will address the challenges that we continue
to face in multiple markets in which our network of affiliate
banks operate and help the Corporation return to fundamental
performance over time."

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

                        http://is.gd/x0bWkq

                   About Capitol Bancorp Limited

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

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

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

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

The Company reported a net loss of $51.92 million in 2011, a net
loss of $254.36 million in 2010, and a net loss of $264.54 million
in 2009.


CAPITOL INFRASTRUCTURE: Auction Protocol Hearing Set for May 15
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Capitol Broadband LLC scheduled a hearing for May 15
where the bankruptcy judge in Delaware will set up auction and
sale procedures.  Capitol already has an $11 million offer from
Hotwire Communications Ltd. for the assets at 190 locations.
Capitol is yet to specify when it wants the auction and the
initial deadline for competing bids.

                  About Capitol Infrastructure

Capitol Infrastructure, LLC, a Cary, North Carolina-based provider
of communication services operating under the name of Connexion
Technologies, filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-11362) on April 26, 2012.  David M. Fournier, Esq., at Pepper
Hamilton LLP, serves as counsel to the Debtor.

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

The Debtor estimated up to $10 million in assets and up to
$100 million in debts.

Capitol concluded earlier in 2012 that its "deteriorating
relationship with DirecTV and their overall corporate complexity
made it highly unlikely the debtors would be able to obtain
adequate financing in a timely fashion," according to its CEO.

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


CERTENEJAS INC: Can Employ Luis Carrasquillo as Consultant
----------------------------------------------------------
The Bankruptcy Court authorized the Certenejas Incorporado to
employ CPA Luis R. Carrasquillo & Co., P.S.C, as financial
consultant.

The Debtor said it is in need of an accountant to assist its
management in the financial restructuring of its affairs by
providing advice in strategic planning and the preparation of
Debtor's plan of reorganization, disclosure statement and business
plan, and participating in Debtor's negotiations with Debtor's
creditors.

In selecting CPA Luis R. Carrasquillo & Co., P.S.C, the Debtor
said it made careful and diligent inquiry into the qualifications
and connections and has found Carrasquillo and its members to be
duly qualified to assist Debtor in the aforesaid areas by reason
of their ability, integrity and professional experience.

The duties of Carrasquillo will consist of strategic counseling
and advice, pro forma modeling preparation, financial/business
assistance, preparation of documentation as requested for and
during Debtor's Chapter 11, specifically as it is related to and
has an effect on Debtor, as well as recommendations and
financial/business assessments regarding issues specifically
related to Debtor.

The Debtor paid CPA Luis R. Carrasquillo a $30,000 retainer,
against which the Firm will bill the Debtor its regular hourly
rates.  The regular hourly rates of the firm are:

         CPA Luis R. Carrasquillo      $160 per hour
         CPA Marcelo Gutierrez         $125 per hour
         Other CPA's                   $90-$125 per hour

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

                   About Certenejas Incorporado

Certenejas Incorporado -- aka Hotel Flor Del Valle, Motel El Eden,
Motel Molino Azul, Motel Molino Rojo, Motel Las Palmas, and Motel
El Rio -- owns motels or short-term guest houses in Puerto Rico.
It filed a Chapter 11 petition (Bankr. D. P.R. Case No. 12-02806)
in Old San Juan, Puerto Rico, on April 11, 2012.  The Debtor
disclosed $27.68 million in assets and $45.29 million in debts as
of the Chapter 11 filing.  Charles Alfred Cuprill, Esq., serves as
the Debtor's counsel.  The petition was signed by Luis J. Meaux
Vazquez, president.

Certenejas Incorporado and three affiliates also sought Chapter 11
bankruptcy protection (Bankr. D. P.R. Case Nos. 09-08470 to
09-08473) on Oct. 2, 2009.  The affiliates are Rojoazul Hotel,
Inc., Jonathan Corporation, and Silvernugget Development
Corporation.  According to the schedules filed in the 2009 case,
Certenejas Incorporado had total assets of $13,800,000, and total
debts of $41,596,637.  The petition was signed by Luis J. Meaux
Vazquez, the Company's president.


CERTENEJAS INC: Can Hire Charles Cuprill as Attorney
----------------------------------------------------
The Bankruptcy Court authorized Certenejas Incorporado to employ
Charles A. Cuprill, P.S.C., Law Offices, as attorney for the
Debtor.

The Debtor said it has made careful and diligent inquiry into the
qualifications and connections of Charles A. Cuprill, P.S.C., Law
Offices, and has found that the law firm and its members to be
duly qualified to represent Debtor in the proceedings by reason of
their ability, integrity and professional experience.

The Debtor has paid the firm a $30,000 retainer.  As compensation,
the law firm will bill the Debtor $350 per hour, plus expenses,
for work performed or to be performed by Charles A. Cuprill-
Hernandez, Esq.  In addition, other professionals may be needed in
performing services to the Debtor.  The regular rates of the
Firm's professionals are:

         Senior Associates            $250 per hour
         Junior Associates            $150 per hour
         Paralegals                    $85 per hour

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

                   About Certenejas Incorporado

Certenejas Incorporado -- aka Hotel Flor Del Valle, Motel El Eden,
Motel Molino Azul, Motel Molino Rojo, Motel Las Palmas, and Motel
El Rio -- owns motels or short-term guest houses in Puerto Rico.
It filed a Chapter 11 petition (Bankr. D. P.R. Case No. 12-02806)
in Old San Juan, Puerto Rico, on April 11, 2012.  The Debtor
disclosed $27.68 million in assets and $45.29 million in debts as
of the Chapter 11 filing.  Charles Alfred Cuprill, Esq., serves as
the Debtor's counsel.  The petition was signed by Luis J. Meaux
Vazquez, president.

Certenejas Incorporado and three affiliates also sought Chapter 11
bankruptcy protection (Bankr. D. P.R. Case Nos. 09-08470 to
09-08473) on Oct. 2, 2009.  The affiliates are Rojoazul Hotel,
Inc., Jonathan Corporation, and Silvernugget Development
Corporation.  According to the schedules filed in the 2009 case,
Certenejas Incorporado had total assets of $13,800,000, and total
debts of $41,596,637.  The petition was signed by Luis J. Meaux
Vazquez, the Company's president.


CERTENEJAS INC: Sec. 341(a) Creditors' Meeting Set for May 21
-------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
of Certenejas Incorporado on May 21, 2012, at 9:00 a.m.  The
meeting will be held at 341 Meeting Room, Ochoa Building, 500
Tanca Street, First Floor, San Juan.

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

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

Government Proofs of Claim is due by Oct. 15, 2012.

Certenejas Incorporado -- aka Hotel Flor Del Valle, Motel El Eden,
Motel Molino Azul, Motel Molino Rojo, Motel Las Palmas, and Motel
El Rio -- owns motels or short-term guest houses in Puerto Rico.
It filed a Chapter 11 petition (Bankr. D. P.R. Case No. 12-02806)
in Old San Juan, Puerto Rico, on April 11, 2012.  The Debtor
disclosed $27.68 million in assets and $45.29 million in debts as
of the Chapter 11 filing.  Charles Alfred Cuprill, Esq., serves as
the Debtor's counsel.  The petition was signed by Luis J. Meaux
Vazquez, president.

Certenejas Incorporado and three affiliates also sought Chapter 11
bankruptcy protection (Bankr. D. P.R. Case Nos. 09-08470 to
09-08473) on Oct. 2, 2009.  The affiliates are Rojoazul Hotel,
Inc., Jonathan Corporation, and Silvernugget Development
Corporation.  According to the schedules filed in the 2009 case,
Certenejas Incorporado had total assets of $13,800,000, and total
debts of $41,596,637.  The petition was signed by Luis J. Meaux
Vazquez, the Company's president.


CGO ENTERPRISE: Marijuana Grower Files for Bankruptcy in Denver
---------------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that a medical marijuana grower called CGO Enterprise
filed for Chapter 11 bankruptcy in Denver, Colorado.

According to DBR, assets include $130,000 worth of unharvested
marijuana leaves.  CGO Enterprises said it owes about $800,000 to
its landlord, which has moved to evict it for nonpayment.

The report notes Colorado has helped lead the state-by-state
charge to license, regulate and tax the medical marijuana
industry, though it's doing so under the disapproving watch of the
U.S. Drug Enforcement Agency.  The federal government still
considers the substance to be very illegal.

DBR says it's unclear what CGO is trying to accomplish in
bankruptcy court.  Its attorney declined to comment.

DBR also notes CGO Enterprise doesn't even appear to be recognized
one of the Colorado's 865 licensed "cultivators."  A spokeswoman
for the Colorado Department of Revenue's medical marijuana
enforcement division said a business entity that shares the same
warehouse address as CGO Enterprise was denied a license last
November.


CHARMING SHOPPES: S&P Puts 'B-' CCR on Watch Pos on Proposed Sale
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Bensalem,
Pa.-based Charming Shoppes Inc., including its 'B-' corporate
credit rating and its 'B-' issue-level rating on the company's
convertible notes, on CreditWatch with positive implications.

The CreditWatch placement follows the announcement that Ascena
Retail Group Inc. (unrated) intends to acquire Charming Shoppes in
a cash transaction valued at $890 million.

"In our view, the transaction could strengthen Charming's
financial risk profile," said Standard & Poor's credit analyst
Diya Iyer. "We expect the company's estimated $140 million in
convertible notes will be repaid at par by the transaction's
close, which is likely to be in the second calendar quarter of
2012. Ascena had no long-term balance-sheet debt as of Jan. 28,
2012, and the consummation of the deal is not subject to
financing. As such, Ascena appears to have a stronger financial
risk profile. Ascena has obtained commitments that, together with
cash on hand, will be sufficient to fund the transaction," S&P
said.

"As of Jan. 28, 2012, we calculated Charming's operating lease-
adjusted debt to EBITDA at 4.8x. Ascena is a growing retailer of
women's and teenage apparel and we anticipate potential to improve
Charming's Fashion Bug and Lane Bryant stores. Currently, we view
Charming's business risk profile as 'vulnerable' and its financial
risk profile as 'highly leveraged," S&P said.

"The CreditWatch placement reflects our expectation that we could
raise our corporate credit rating on Charming as a result of the
announced transaction. Subsequently, we would expect to withdraw
those ratings," S&P said.


CHEF SOLUTIONS: Joint Liquidation Plan Confirmed
------------------------------------------------
Judge Kevin Gross of the Bankruptcy Court for the District of
Delaware confirmed the joint plan of liquidation filed by Food
Processing Liquidation Holdings LLC and its affiliates.  All
objections to the Plan that are not withdrawn are overruled.

Class 3 (General Unsecured Claims) which is the only impaired
claims entitled to vote under the Plan, voted to accept the plan
with 92.93% of the total amount of claims.  The plan projected to
give unsecured creditors with $32 million in claims a recovery
between 0.5% and 5%.  Additionally, no equity interests will
receive distribution under the plan.

                      About Chef Solutions

Chef Solutions, through subsidiary Orval Kent Food, was the second
largest manufacturer in North America of fresh prepared foods for
retail, food service and commercial channels.

Chef Solutions and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 11-13139) on Oct. 4, 2011.  Debtor Orval
Kent Food Company disclosed $82,902,336 in assets and $126,085,311
in liabilities in its schedules.

The Debtor was renamed to Food Processing Liquidation Holdings
LLC, following the sale of most of the assets to RMJV, L.P., a
joint venture between Mistral Capital Management LLC and Reser's
Fine Foods Inc.  In addition to debt assumption, the price
included $35.9 million in cash to pay off secured debt plus a
$25.3 million credit bid.

The Debtors entered into an asset purchase agreement with RMJV on
the Petition Date.  On Nov. 15, 2011, the Court approved the APA
and the sale, and on Nov. 21, the sale closed.

Judge Kevin Gross presides over the case.  Lawyers at Richards,
Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel.
Donlin Recano is the claims and notice agent.  Piper Jaffray & Co.
has been hired as investment banker.  PricewaterhouseCoopers
serves as financial advisor.

Lowenstein Sandler PC and Polsinelli Shughart serve as counsel to
the creditors' committee appointed in the case.  Mesirow Financial
Consulting, LLC, is the financial advisor.


CHINA TEL GROUP: Amends 104.9MM Class A Shares Offering Prospectus
------------------------------------------------------------------
VelaTel Global Communications, Inc., formerly known as China Tel
Group Inc., filed with the U.S. Securities and Exchange Commission
an amended Form S-3 relating to the registration of 104.9 million
shares of Series A common stock.

Te Company's shares are quoted on the OTC Markets Group, Inc.'s
electronic quotation system.  The trading symbol for the Company's
Shares is "VELA."  The reported closing sale price of the
Company's Shares utilized in this Prospectus is on April 27, 2012.
The reported "closing sale price" on that date was $0.0224 per
Share.

The transfer agent and registrar for the Company's common stock is
Aspen Stock Transfer Agency, Inc., located at 6623 Las Vegas
Boulevard South, Suite 255, Las Vegas, Nevada 89119.  Aspen's
telephone number is (702) 463-8832.

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

                        http://is.gd/2W2owj

                          About China Tel

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

The Company, in the untimely filed Form 10-K, reported a net loss
of $21.79 in 2011, compared with a net loss of $66.62 million in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $12.83
million in total assets, $22.76 million in total liabilities and a
$9.92 million total stockholders' deficiency.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $253,660,984 since
inception, a negative working capital of $16,386,204 and a
stockholders' deficiency of $9,928,838.


CIRCUS AND ELDORADO: Has Until May 14 to Finalize Restructuring
---------------------------------------------------------------
Bill O'Driscoll at RGJ.com reports that the deadline for
finalizing the Silver Legacy Resort Casino's $142.8 million debt
restructuring agreement has been extended again, this time to
May 14.

According to the report, Gary Carano, CEO of Circus and Eldorado
Joint Venture, owner of the downtown Reno high-rise, declined to
give details but said progress continues in discussions with the
largest bondholder and the hotel-casino continues to generate
revenue.  "This extension will allow us additional time to work
towards a positive plan to restructure our debt," the report
quotes Mr. Carano as saying.  "Additionally, we are continuing
'business as usual' at Silver Legacy through this process."

The extension follows Mr. Carano's March 19 announcement of a
support agreement with creditors, with an April 30 deadline for
finalizing, on the mortgage note originally due March 1.  Under
the terms, the Silver Legacy's creditors would receive $100
million in cash paid with a new $70 million Silver Legacy loan,
$15 million from Silver Legacy balance sheet cash and $15 million
split between the joint venture's partners.

The report notes Circus and Eldorado Joint Venture first filed
notice with the Securities and Exchange Commission on Feb. 6 of
its intent to restructure the entiredebt.  The filing cited the
Silver Legacy auditor's doubt about its ability to continue as a
going concern if the restructuring fails.

The report, citing documents filed in the Securities and Exchange
Commission, notes its owners took out a $160 million mortgage at
10.125% interest payable in full on March 1, 2012,

                     About Circus and Eldorado

Reno, Nevada-based Circus and Eldorado Joint Venture, doing
business as Silver Legacy Resort Casino, owns and operates the
Silver Legacy Resort Casino, a themed hotel-casino and
entertainment complex in Reno, Nevada.  Silver Legacy Resort
Casino is a 35-story, 1,700-room hotel that opened in 1995 at a
cost of $350 million.

CEJV is a joint venture of affiliates of MGM Resorts International
and Eldorado Resorts LLC.

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

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

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142,800,000 principal amount of
Notes were outstanding and accrued interest of $7,229,250 on the
Notes, as of March 1, 2012, is due and payable.

                           *     *     *

In March 2012, Standard & Poor's Ratings Services lowered its
corporate credit rating on Circus and Eldorado Joint Venture and
its issue-level rating on CEJV's $143 mortgage notes, to 'D' from
'CCC-'.  The rating action followed CEJV's failure to repay the
principal on its mortgage notes at maturity.

Also in March 2012, Moody's Investors Service lowered Circus and
Eldorado Joint Venture's Probability of Default Rating to D from
Ca.

"The rating action stems from CEJV's inability to successfully
repay the principal on its mortgage notes, due March 1, 2012,
which constitutes a default under the terms of the notes'
indenture.  CEJV is in continuing discussions with potential
financing sources and the holders of the notes regarding a
restructuring of its obligations under the notes and has entered
into a forbearance agreement with a substantial holder of the
outstanding notes," S&P said.


CIVIL BUILDING: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Civil Building Company Stam
        c/o Sonja Tremont-Morgan
        162 E. 63rd Street
        New York, NY 10065

Bankruptcy Case No.: 12-11829

Chapter 11 Petition Date: May 1, 2012

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

Debtor's Counsel: J. Ted Donovan, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 221-5700
                  Fax: (212) 422-6836
                  E-mail: TDonovan@GWFGlaw.com

Scheduled Assets: $6,094,305

Scheduled Liabilities: $1,346,670

The petition was signed by Sonja Tremont-Morgan, manager.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
UGGC ? Adocats A La Cour           Fees                     $6,670
7 Rue de Monceau
Paris, France 75008

Affiliate that previously filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Sonja Tremont-Morgan                  10-16132            11/17/10


CLARK SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Clark Specialty Co. Inc.
        8440 State Route 54
        Hammondsport, NY 14840

Bankruptcy Case No.: 12-20771

Chapter 11 Petition Date: May 1, 2012

Court: U.S. Bankruptcy Court
       Western District of New York (Rochester)

Judge: Paul R. Warren

Debtor's Counsel: Mark A. Weiermiller, Esq.
                  COOPER, PAUTZ & WEIERMILLER, LLP
                  2854 Westinghouse Road
                  Horseheads, NY 14845
                  Tel: (607) 739-8763
                  E-mail: mweiermiller@cpwlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/nywb12-20771.pdf

The petition was signed by James L. Presley, president.


CLEAR CHANNEL: Bank Debt Trades at 18% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 82.00 cents-on-the-dollar during the week ended Friday, May 4,
2012, an increase of 1.93 percentage points from the previous
week, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 30, 2016, and carries Moody's 'Caa1' rating and
Standard & Poor's 'CCC+' rating.  The loan is one of the biggest
gainers and losers among 162 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.


                        About Clear Channel

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

Clear Channel reported a net loss of $302.09 million on
$6.16 billion of revenue in 2011, compared with a net loss of
$479.08 million on $5.86 billion of revenue in 2010.  The Company
had a net loss of $4.03 billion on $5.55 billion of revenue in
2009.

The Company's balance sheet at Dec. 31, 2011, showed
$16.54 billion in total assets, $24.01 billion in total
liabilities and a $7.47 billion total member's deficit.

                           *     *     *

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

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


CNO FINC'L: Moody's Reviews 'B1' Sr. Sec. Ratings for Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed the ratings of CNO Financial
Group's (CNO, NYSE: CNO, senior secured at B1) on review for
upgrade. In addition, Moody's placed the Ba1 insurance financial
strength (IFS) ratings of CNO's primary life insurance
subsidiaries (except as noted below) on review for possible
upgrade.

Ratings Rationale

In commenting on the review for upgrade, Moody's Vice President
and Senior Credit Officer, Ann Perry, said: "The review for
upgrade of CNO's credit ratings reflects the substantial headway
that the company has made in improving its financial profile and
in enhancing its risk management." Moody's commented that the
review will focus on the company's financial flexibility, which
has been strengthened by the company's actions to reduce debt and
to improve holding company liquidity. The review will also assess
the company's profitability and capital adequacy given the
stabilized and improving operating performance of the life
insurance subsidiaries as reflected in gradually increasing sales
and stronger operating earnings.

The rating agency said the review will also consider CNO's
recently announced tentative settlement of class action litigation
relating to non-guaranteed elements (NGE) of a closed block of
life insurance. Resolution of the class action litigation would be
a credit positive as it would reduce the potential for future
charges.

As part of the rating action, Moody's also affirmed the Ba1 IFS
rating (stable outlook) of Conseco Life Insurance Company (CLIC).
CLIC's operations consist primarily of a closed block of life
insurance, a portion of which has been the object of class action
litigation. The company, which Moody's considers "non-core", no
longer writes new business and is managed at a capital level
considerably below that of CNO's main operating life insurance
subsidiaries. As a result, the rating agency said that CLIC's
rating has been affirmed, while the other operating subsidiaries
are being reviewed for upgrade.

According to Moody's, the following could result in an upgrade of
CNO's and its operating subsidiaries' (other than CLIC) ratings:
sustained annual run-rate consolidated statutory EBIT of at least
$150 million; a sustained NAIC RBC ratio on a consolidated basis
consistently above 300%. Conversely, the following could result in
a confirmation of CNO's and its operating subsidiaries' (except
for CLIC) ratings with a stable outlook: statutory EBIT of less
than $150 million; adjusted earnings coverage of less than five
times; and a consolidated NAIC RBC ratio (without diversification
benefit) of less than 300%.

Given CLIC's effective runoff status and low capitalization, an
upgrade is unlikely. CLIC's ratings could be downgraded if: the
NAIC RBC ratio falls below 150% or the company is unable to
implement price increases in the block of NGE-related business.

The following ratings have been placed on review for upgrade:

CNO Financial, Inc. -- senior secured debt at B1 and senior
unsecured debt at B2;

Bankers Life and Casualty Company -- insurance financial
strength rating at Ba1;

Colonial Penn Life Insurance Company -- insurance financial
strength rating at Ba1;

Washington National Life Insurance Company -- insurance
financial strength rating at Ba1.

The following rating was affirmed with a stable outlook:

Conseco Life Insurance Company -- insurance financial strength
rating at Ba1.

CNO Financial Group is a specialized financial services holding
company that operates primarily in the life and health insurance
sectors through its subsidiaries. As of March 31, 2012, CNO, which
is headquartered in Carmel, Indiana, reported total assets of
approximately $33 billion and shareholders' equity of $4.7
billion.

The principal methodology used in this rating was Moody's Rating
Methodology for U.S. Life Insurers published in May 2010.

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


COGENT COMMUNICATIONS: Dividend No Impact on Moody's 'Caa1' CFR
---------------------------------------------------------------
Cogent Communications Group, Inc.'s announcement on May 3 that its
board authorized a recurring common dividend does not impact
either the Company's Caa1 Corporate Family Rating (CFR), B2 Senior
Secured Rating, Speculative Grade Liquidity rating of SGL-2, or
the stable outlook.

The principal methodology used in rating Cogent Communications
Group Inc was the Global Communications Infrastructure Rating
Methodology published in June 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Cogent Communications, with headquarters in Washington, DC, is a
multinational Tier 1 Internet service provider. The company offers
Internet access and data transport over its fiber optic, IP
network. Cogent also offers colocation via 43 Internet Data
Centers and serves business and service provider companies with
Ethernet-over-fiber services for Internet access. The Company
generated $309 million in revenues for the last four quarters
ending 3/31/2012.


COLLECTIVE BRANDS: S&P Puts 'B' CCR on Watch Neg on Proposed Sale
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Topeka,
Kansas-based Collective Brands Inc., including its 'B' corporate
credit rating, 'B+' senior secured term loan rating, and 'CCC+'
subordinated debt rating, on CreditWatch with negative
implications.

"The CreditWatch placement follows the announcement that unrated
Wolverine Worldwide, Blum Capital Partners, and Golden Gate
Capital intend to acquire Collective for about $2 billion,
including the assumption of debt. The three buyers have formed an
acquisition company to purchase the footwear retailer and
wholesaler. Ultimately, Wolverine will acquire Collective's
Performance and Lifestyle Group, which includes the wholesale and
retail operations of the Sperry Top-Sider, Keds, Stride Rite, and
Saucony brands. Blum and Golden Gate will jointly acquire the
Payless ShoeSource and Collective Licensing International units,
which together will operate as a stand-alone entity," S&P said.

"In our view, the transaction will potentially weaken Collective's
financial risk profile through the addition of a meaningful amount
of debt with one or more of the buyers," said Standard & Poor's
credit analyst Diya Iyer. "As of Jan. 28, 2012, we calculated
operating lease-adjusted debt to EBITDA at 5x. Collective's
existing debt includes change of control provisions that will
likely result in repayment of the term loan and notes by the
transaction's close, likely in the third or fourth quarter of this
calendar year."

"However, as part of the transaction, Wolverine plans to finance
the deal with a $900 million term loan, a $375 million bridge
loan, and a $200 million revolver that will be undrawn at close.
The financing for Blum and Golden Gate has not been disclosed.
Currently, we view Collective's business risk profile as 'weak'
and its financial risk profile as 'aggressive,'" S&P said.

"We expect that any change in the rating would be limited to one
notch from the current 'B' corporate credit rating. Upon repayment
of the existing debt, we would expect to withdraw our ratings on
Collective," S&P said.


COLT DEFENSE: Moody's Puts 'Caa1' CFR Under Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed all ratings, including the
Caa1 corporate family rating, of Colt Defense LLC under review for
downgrade. The review is prompted by the recent loss of the five-
year M4 carbine contract with the U.S. Army to Remington Arms
Company, LLC. The aforementioned IDIQ (indefinite
delivery/indefinite quantity) contract to Remington includes
supplying up to 120,0000 M4/M4A1 carbines, worth $84 million over
the term of the contract. The current SGL rating remains SGL-2,
reflecting good liquidity supported by a $29 million cash balance,
anticipated roughly breakeven free cash flow, no near-term debt
maturities and no borrowings under the company's ABL facility as
of April 1, 2012.

Moody's has taken the following ratings actions:

On Review for Downgrade:

  Issuer: Colt Defense LLC

     Corporate Family Rating, Placed on Review for Downgrade,
     currently Caa1

     Probability of Default Rating, Placed on Review for
     Downgrade, currently Caa1

     Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Downgrade, currently Caa1

Outlook Actions:

  Issuer: Colt Defense LLC

     Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

The review will include the analysis of the magnitude and impact
of lost revenue and cash flow from loss of the M4 carbine
contract, discussions with management on the extent of offsets in
terms of royalties or other source of income from the company's
historical ownership of the M4 carbine technical data package, and
an assumption for Colt's foreign military sales done via the U.S.
government. Further, Moody's will assess the current Defense
industry budget pressures and consider the adequacy of Colt
Defense's initiatives to diversify the company's revenue stream
thereby affecting the company's ability to maintain credit metrics
consistent with the assigned ratings. As part of the review
Moody's will consider Colt Defense's liquidity profile, the
company's ability to adapt its business to the current defense
spending environment and potential for longer-term improvement in
financial metrics that could facilitate confirmation of the Caa1
rating. However, evidence of further erosion of financial metrics
or indications of weakening liquidity could result in a rating
downgrade.

In Moody's opinion, the loss of the US Army M4 carbine contract to
Remington represents a significant setback to Colt Defense. The
company had historically possessed M4 sole supplier status with
its largest customer, the U.S. Army. The M4 carbine is the U.S.
Army's standard issue rifle. Moody's does note however that
although the U.S. Army remains Colt's main customer, the company
has become less dependent on sales to the U.S. government
evidenced by sales to the government comprising 33% of fiscal 2011
sales versus roughly 60% in fiscal 2009 and first quarter 2012
sales reportedly not incorporating any M4 carbine sales.

The principal methodology used in rating Colt Defense LLC 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.

Colt Defense LLC, headquartered in West Hartford, Connecticut,
manufactures small arms including the M4 carbine and M16 rifle for
the U.S. military, U.S. law enforcement agencies, and foreign
militaries. Revenues for the last twelve months ended April 1,
2012, totaled $205 million.


COMMERCIAL MANAGEMENT: Case Summary & Creditors List
----------------------------------------------------
Debtor: Commercial Management, LLC
        dba Buena Vista
        6860 Shingle Creek Parkway, Suite A217
        Brooklyn Center, MN 55430

Bankruptcy Case No.: 12-42676

Chapter 11 Petition Date: May 2, 2012

Court: U.S. Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Nancy C. Dreher

About the Debtor: Commercial Management, a Single Asset Real
                  Estate as defined in 11 U.S.C. Sec. 101 (51B),
                  does business as Buena Vista Apartments, and
                  owns the property at 6860 Shingle Creek Parkway,
                  in Brooklyn Center, Minnesota.

Debtor's Counsel: Neil P. Thompson, Esq.
                  NEIL P. THOMPSON
                  2249 East 38th Street
                  Minneapolis, MN 55407
                  Tel: (612) 246-4788
                  Fax: (612) 728-3873
                  E-mail: nptrxlaw@gmail.com

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

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

The petition was signed by Jeffrey J. Wirth, sole member.

Affiliates that previously filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Jeffrey J. Wirth                      12-42368            04/11/12
Palmer Lake Plaza, LLC                12-42266            03/06/12
Tomah Hospitality, LLC                12-10894            02/23/12
Tomah Hotel Properties, LLC           12-10895            02/23/12

Commercial Management's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City of Richfield                  Utility                 $47,778
6700 Portland Avenue South
Richfield, MN 55423-2599

Centerpoint Energy Minnegasco      Utility                 $38,629
P.O. Box 1144
Minneapolis, MN 55440-1144

Renovation Systems                 Trade Debt              $10,174
2735 Cheshire Lane North
Plymouth, MN 55447

Fireman's Fund Insurance           Insurance                $5,892

Home Depot Supply Facilities       Trade Debt               $5,243

Xcel Energy                        Utility                  $4,804

Allied Waste Services #894         Trade Debt               $3,632

HSBC Business Solutions            Trade Debt               $3,021

Latino Communications Network      Trade Debt               $2,400

Hirshfield's Lathrop Paint         Trade Debt               $2,305

B&E Pest Control                   Trade Debt               $2,203

Best Service, LLC                  Trade Debt               $2,060

Fabulous Service, Inc.             Trade Debt               $2,004

Aavalon Carpet Restoration Svc     Trade Debt               $1,945

Appliance Depot, Inc.              Trade Debt               $1,921

M&A Painting, Inc.                 Trade Debt               $1,815

WUMN-TV                            Trade Debt               $1,650

White Bear Glass                   Trade Debt               $1,432

Midwest Latino Media Group         Trade Debt                 $900

Velocity Drain Services            Trade Debt                 $73


COMMERCIAL VEHICLE: Reports $11.9 Million Net Income Q1
-------------------------------------------------------
Commercial Vehicle Group, Inc., reported net income of
$11.99 million on $236.99 million of revenue for the three months
ended March 31, 2012, compared with net income of $3.27 million on
$182.51 million of revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2012, showed
$437.09 million in total assets, $409.29 million in total
liabilities and $27.80 million in total stockholders' equity.

"We are very pleased with our first quarter results, which
represents our twelfth consecutive quarter of operating income
improvement, when excluding impairment and restructuring charges,
and surpasses the fourth quarter of 2011 as our highest revenue
and operating income levels since the fourth quarter of 2006. Our
results reflect our continued focus on capturing results from our
top line growth as well as our commitment to our long-term
strategy for growth and diversification," said Mervin Dunn,
President and CEO of Commercial Vehicle Group.

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

                        http://is.gd/Uj3HPO

                  About Commercial Vehicle Group

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

                           *     *     *

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

As reported by the TCR on Jan. 30, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on New Albany, Ohio-
based Commercial Vehicle Group Inc. (CVG) to 'B' from 'B-'.  "The
upgrade reflects the progress made by CVG during the past two
years of North American commercial vehicle production expansion to
improve revenues, EBITDA, and leverage," said Standard & Poor's
credit analyst Nancy Messer.  "We believe that for 2011, CVG will
have reduced lease-adjusted leverage to below 5x and earned
adjusted EBITDA of about $67 million. We expect free cash flow in
2012 to break even or move into positive territory."


COMMUNITY HEALTH: Fitch Upgrades Issuer Default Rating to 'B+'
--------------------------------------------------------------
Fitch Ratings has upgraded Community Health Systems' ratings,
including the Issuer Default Rating (IDR) to 'B+' from 'B'.  The
Rating Outlook is Stable.  The ratings apply to approximately
$9.3 billion of debt at March 31, 2012.

The 'B+' IDR Primarily Reflects

  -- Community's financial flexibility has improved in recent
     years.  Debt-to-EBITDA dropped to around 5.0 times (x) at
     March 31, 2012 from 5.8x in 2008, the year immediately
     following the $6.9 billion acquisition of Triad Hospitals.

  -- Liquidity is solid.  The company generated free cash flow
     (FCF; cash from operations less dividends and capital
     expenditures) of about $454 million in the latest 12 months
     (LTM) ended March 31, 2012, and 2012-2013 debt maturities are
     small.  Fitch expects Community to continue to prioritize
     hospital acquisitions as a use of cash.

  -- Organic operating trends in the for-profit hospital industry
     are weak and Fitch expects them to remain so throughout 2012.
     In the near term, Community's growth will be supported by its
     recent hospital acquisitions.

  -- Community's patient admission policies and associated billing
     practices are facing heightened regulatory scrutiny and there
     is ongoing uncertainty about any potential financial or
     operating impact.

Solid Financial Flexibility

Community's debt leverage has declined since the approximately
$6.9 billion debt funded acquisition of Triad Hospitals in 2007.
Since the acquisition, Community has generated about $1.9 billion
in cumulative FCF and has applied about $300 million for debt
reduction.  Total debt-to-EBITDA has dropped to about 5.0x at
March 31, 2012 versus around 5.8x post the acquisition.  The
reduction in leverage is about 50% attributable to a lower
outstanding debt balance and 50% to growth in EBITDA.

At March 31, 2012, debt-to-EBITDA was increased by about 0.2x
versus the 2011 year end level of 4.8x, due to debt proceeds in
the first quarter of 2012 (1Q'12) which were used in part to fund
the company's recent acquisitions.  At March 31, 2012, Fitch
calculates debt leverage through the secured bank debt of 3.3x and
5.0x through the senior unsecured notes.  The company's bank
agreement requires total debt maintained below 5.5x EBITDA and
interest coverage of at least 2.25x EBITDA.  At March 31, 2012,
the company had an adequate operating cushion under the covenants.

Fitch does not anticipate Community to apply cash to meaningful
debt reduction during 2012.  Any incremental drop in leverage is
expected to be nominal and to depend upon growth in EBITDA.
Maintenance of the 'B+' IDR will depend on total debt-to-EBITDA
generally maintained at or below 5.0x.

Recent Debt Refinancing Improves Liquidity Profile

A favorable debt maturity schedule and good liquidity support the
credit profile.  Near-term debt maturities include about $35
million and $75 million of annual required principal amortization
on the bank term loans in 2012-2013, respectively.  The company
has recently made progress in extending its maturity profile.
Over the past year it has moved a total of $3.75 billion of the $6
billion of bank term loans due 2014 to 2016 and 2017, through the
issuance of a new $750 million term loan A due 2016 and two
separate amend and extend agreements which pushed out $3 billion
of the 2014 term loan B maturities to 2017.

The 2016 and 2017 term loan maturity dates are contingent upon the
refinancing of the non-extended portion of term loan B due July
2014 and the senior notes due July 2015.  Community refinanced
$1.9 billion of the $2.8 billion 2015 notes with new notes due
2019 in 4Q'11 and 1Q'12.  There are about $930 million of
remaining notes due 2015 and the non-extended portion of term loan
B maturing 2014 is currently about $2.2 billion.

Community's liquidity was provided by approximately $129 million
of cash and marketable securities at March 31, 2012, availability
on the company's $750 million bank revolver ($712.3 million
available at March 31, 2012 reduced for outstanding letters of
credit), and FCF of about $453 million for the LTM ended March 31,
2012.  Community generates solid cash flow relative to its
operating and reinvestment requirements.  Fitch projects FCF
sustained above $300 million annually.  The lower level of
forecasted FCF is primarily based on Fitch's expectation of higher
capital expenditures and cash taxes.

Fitch expects that Community will continue to prioritize use of
cash for hospital acquisitions. Community stepped up its
acquisition activity in 2011, spending $415 million to complete
four transactions during the year.  The company states that its
2011 acquisitions represent about $400 million of annual revenue.
Since the start of 2012, Community has completed three additional
acquisitions, including two hospital acquisitions and an
acquisition of outpatient diagnostic clinics.  The two hospital
acquisitions are expected to contribute $360 million of annual
revenue.  Combined, the company's 2011 and year-to-date 2012
hospital acquisitions represent about 6% of the company's 2010
revenues of $13 billion.

Weak Organic Operating Trends

Community's organic patient volume growth lagged the broader for-
profit hospital provider industry in 2011.  Across the Fitch-rated
group of for-profit hospital providers, same-hospital admissions
declined 1.6% on average in 2011 while same-hospital adjusted
admissions (a measure that is adjusted for outpatient activity)
grew by just 0.4%.  Community's same hospital admissions were down
5.6%, and adjusted admissions down 0.7%.  Community's organic
operating trend did show some improvement in 1Q'12.  The company's
same hospital admissions declined 2.3% year-over-year, while
adjusted admissions were up 2.5%.  This is the company's first
quarter of positive organic volume growth in eight consecutive
quarters.

Despite its recently weak organic patient volume trend, Community
has not lagged its peers in top-line and EBITDA growth.  Strong
pricing and an active hospital acquisition strategy have supported
revenue and EBITDA growth.  Community has managed to achieve
consistent incremental growth in EBITDA in recent periods despite
the margin impacts of integrating less profitable acquired
hospitals.  The 13.4% EBITDA margin in 2011 was only down about 18
basis points (bps) from the 2010 level.

Since there is no apparent catalyst for near-term improvement in
organic patient volumes, Fitch thinks Community's volume trends
will remain weak in 2012, although the 1Q'12 levels showed some
improvement.  Trends that indicate higher levels of structural
unemployment and growth in the consumer share of healthcare
spending support an expectation of weak organic volume trends in
the sector for some time to come.  Continued strength in pricing
will be critical to maintenance of profitability.  There some
concerning headwinds to the pricing outlook, particularly in
government reimbursement rates (Medicare and Medicaid payors).

Heightened Regulatory Scrutiny

Community's patient admission policies and associated billing
practices have recently been the subject of heightened regulatory
scrutiny.  There is ongoing uncertainty about the potential for
financial liability with respect to past Medicare billing
practices or a reduction in the company's revenues and EBITDA
resulting from changes in admissions practice.

The regulatory issues will take some time to resolve and in the
interim period, there is the concern that a reputational issue
associated with the governmental inquires could negatively affect
operations.  However, this does not appear to be the case in
recent periods.  Organic patient volume trends improved somewhat
in 1Q'12, the company is showing strong results in physician
recruitment, and it has not been hindered in its acquisition
activity.

Guidelines for Further Rating Actions

Maintenance of a 'B+' IDR for Community would be consistent with
financial and credit metrics maintained at the current levels,
including total debt-to-EBITDA at or below 5.0x and annual FCF
generation above $300 million.  Given the company's currently
solid level of financial flexibility, Fitch thinks that downward
pressure on the ratings is unlikely outside of event risk
surrounding an acquisition or any potential financial liability
stemming from the regulatory issues facing the company.

Community has demonstrated that it will consider large
acquisitions, as evidenced by the $6.9 billion Triad Hospitals
acquisition in 2007 and its December 2010 bid to acquire Tenet
Healthcare Corp. Fitch expects though that in the near term
Community will probably continue to focus its acquisition efforts
on smaller transactions that can be primarily cash funded.

Debt Issue Ratings

Fitch has taken the following rating actions on Community:

  -- IDR upgraded to 'B+' from 'B';

  -- Senior secured credit facility upgraded to 'BB+/RR1' from
     'BB/RR1';

  -- Senior unsecured notes affirmed at 'B', recovery rating
     revised to 'RR5' from 'RR4'.

The recovery ratings (RR) reflect Fitch's expectation that the
enterprise value of Community will be maximized in a restructuring
scenario (going concern), rather than a liquidation.  Fitch uses a
6.5x distressed enterprise value (EV) multiple and stresses LTM
EBITDA by 30%, considering post restructuring estimates for
interest and rent expense and maintenance level capital
expenditure as well as debt financial maintenance covenant
requirements.

The affirmation of the unsecured notes rating at 'B' despite the
upgrade of the IDR is based on a lower estimated distressed EV
multiple.  In previous recovery analysis for Community, Fitch
assigned a 7.0x multiple.  The 6.5x multiple is based on recent
acquisition multiples in the healthcare provider space as well as
the recent trends in the public equity valuations of the for-
profit hospital providers.

Fitch estimates Community's distressed enterprise valuation in
restructuring to be approximately $8.3 billion.  The 'BB+/RR1'
rating for the bank facility reflects Fitch's expectations for
100% recovery under a bankruptcy scenario.  The 'B/RR5' rating on
the unsecured notes rating reflects Fitch's expectations for
recovery in the 11%-31% range.


CONGRESSIONAL HOTEL: Writ of Garnishments on Propertly Lifted
-------------------------------------------------------------
Bankruptcy Judge Paul Mannes approved a stipulation and consent
order providing:

     -- for the dismissal of the avoidance action, Congressional
        Hotel Corporation, v. Mervis Diamond Corporation et al.,
        Adv. Proc. No. 12-00040 (D. Md.); and

     -- that the Writ of Garnishments of the Debtor's property
        issued by the Circuit Court of Maryland for Montgomery
        County in the case captioned Mervis Diamond Corporation v.
        Congressional Hotel Corporation, Case No. 259919-V, at
        Mervis' request, upon Wells Fargo Bank, National
        Association, SunTrust Bank and Interstate Management, LLC,
        will be avoided; and

     -- that Wells Fargo, SunTrust and Interstate Management are
        authorized to immediately release to the Debtor property
        subject to the Writ of Garnishment.

A copy of the May 2, 2012 Stipulation and Consent Order is
available at http://is.gd/iAk7XBfrom Leagle.com.

         About Congressional Hotel and CASCO Hotel Group

Casco Hotel Group, LLC, owns the Legacy Hotel in Rockville,
Maryland.  Congressional Hotel Corporation is a holdover tenant on
the Property and manages the Property on behalf of CASCO.  The
hotel was previously known as Ramada Inn.

Congressional Hotel filed for Chapter 11 relief (Bankr. D. Md.
Case No. 11-26732) on Aug. 15, 2011.  CASCO filed for Chapter 11
relief (Bankr. D. Md. Case No. 11-26880) two days later.

CASCO is a single-asset real estate company.  It declared assets
and liabilities each in the range of $10 million to $50 million.
Congressional Hotel scheduled $709,121 in assets and $19,883,667
in debts.  James Greenan, Esq., at McNamee Hosea, represents
Congressional Hotel.

Congressional Hotel previously filed for Chapter 11 bankruptcy
(Bankr. D. Md. Case No. 09-17901) on May 3, 2009.  James Greenan,
Esq., at McNamee Hosea represented the Debtor in its restructuring
efforts.  The 2009 petition estimated the Debtor's assets and
debts from $10 million to $50 million.  The case was dismissed on
May 18, 2011, at the request of creditor Mervis Diamond Corp.  But
a resolution couldn't be confirmed with Mervis Diamond and other
creditors, prompting Congressional Hotel to seek Chapter 11
protection again.

The U.S. Trustee said an official committee has not been appointed
in the bankruptcy case of Congressional Hotel because an
insufficient number of persons holding unsecured claims against
the Debtor expressed interest in serving on a committee.  The U.S.
Trustee reserves the right to appoint such a committee should
interest developed among the creditors.

Congressional Hotel and Casco Hotel Group filed a joint disclosure
statement in support of its plan of liquidation dated Feb. 7,
2012.  Rockville Hospitality LLC agreed to purchase the Debtors'
assets for $19,500,000, less a Mold Remediation Credit of
$475,000.  For purposes of allocating the Purchase Price between
the Debtors' estates, each Debtor is deemed to retain title to its
property as the property was titled prior to the termination of
the Ground Lease.  Accordingly, Casco is selling its right, title
and interest in the Land, while CHC is selling its right, title
and interest in the remaining Assets.  Casco has engaged an
appraiser who has valued the Land encumbered by the Ground Lease
to be $3,450,000, and the Land unencumbered by the Ground Lease to
be $5,700,000.  Further Court Order will conclusively determine
the value of the Land owned by Casco and therefore the allocation
of the proceeds of the sale of the Debtors' Assets.  Prior to
disbursement of funds pursuant to the Plan, the Court will
determine the allocation of the proceeds from the sale of the
Debtors' Assets to the Debtors' respective estates.

The Plan contemplates, among other things, the payment in full in
cash of all Administrative Claims and Priority Tax Claims.

General Unsecured Claims against Congressional Hotel will receive
a pro rata share of any remaining funds after the payment of all
secured, administrative and priority claims.  Estimated recovery
is yet to be determined, once valuation of the Debtors' respective
estates is determined by further Court order.  Holders of Equity
Interest in Congressional Hotel will be cancelled.

The Allowed Secured Claim of Montgomery County, Maryland, will be
paid in full at Closing from the proceeds of the sale of the
Assets.  Estimated recovery is 100%.

Equity Interest in Casco Hotel will be cancelled.


CONTRACT RESEARCH: Court Extends Cash Collateral Use Until May 10
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has approved a second stipulation and
agreement made by and among Contract Research Solutions, Inc., et
al., the Official Committee of Unsecured Creditors, the
prepetition agents, and DIP agent Freeport Financial LLC, on
postpetition secured financing, and access to the cash collateral
of the prepetition secured parties.

Under the second stipulation, the Debtors, Committee and secured
lenders agree that:

   1. the interim period set forth in the interim order will be
      modified to (i) the entry of a final order, and (ii) May 10,
      2012; and

   2. the final hearing will be modified to May 9, at 10:00 a.m.
      (prevailing Eastern time), or such later date as scheduled
      by the Court without any further notice or order.

A full-text copy of the second stipulation is available for free
at http://is.gd/HCRXpU

As reported by the Troubled Company Reporter on May 1, 2012, the
Court previously approved a stipulation extending time periods
relating to interim order authorizing the Debtors to (i) obtain
postpetition secured financing, and (ii) access the cash
collateral of the prepetition secured parties.  Under the previous
stipulation, the interim period set forth in the interim order was
modified to (i) the entry of a final order, and (ii) May 2, 2012;
and (ii) the final hearing was modified to May 1, at 3:00 p.m.

In late March, the Debtors won an interim order authorizing them
to obtain postpetition secured financing and utilize cash
collateral securing their obligations to the prepetition lenders.
The DIP lenders committed to provide up to $15 million under a
senior secured, super-priority, non-amortizing revolving credit
facility.  Under the Interim DIP Order, the Debtors may use up to
$2.4 million of the DIP funds.  The DIP facility also provides for
the roll up of $15 million of US Term Loan B.

                          About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) on March 26, 2012.
Cetero's 19 affiliates also sought bankruptcy protection (Bankr.
D. Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Carl Marks Advisory Group LLC serves as restructuring
advisor.  Epiq Bankruptcy Solutions serves as claims and notice
agent.  The petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3 appointed three
persons to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Contract Research Solutions, Inc., et al.


CONTRACT RESEARCH: Committee Taps Morris Anderson as Fin'l Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Contract
Research Solutions, Inc., et al. bankruptcy case seeks permission
from the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to retain Morris Anderson & Associates, Ltd.,
as financial advisors, nunc pro tunc to April 9, 2012.

Morris Anderson will, among other things:

   a. analyze the financial operations of the Debtors pre- and
      post-petition, as necessary;

   b. analyze the financial ramifications of any proposed
      transactions for which the Debtors seek court approval
      including, but not limited to, postpetition financing, sale
      of all or a portion of the Debtors' assets, retention of
      management and employee incentive and severance plans; and

   c. assist and advise the Committee and its counsel in the
      development, evaluation and documentation of any plan(s),
      financing or strategic transaction(s) and strategic
      alternatives for recovery, and the consideration that is to
      be provided to unsecured creditors thereunder.

The customary hourly rates, subject to periodic adjustments,
charged by Morris Anderson professionals anticipated to be
assigned to the Chapter 11 cases are:

              Principals               $475-$550
              Managing Directors       $350-$425
              Directors                $275-$325

In addition, MA is seeking approval of a one-time success fee of
up to $150,000, payable at the sole and reasonable discretion of
the Committee in cash by wire upon court approval.

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

                          About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) on March 26, 2012.
Cetero's 19 affiliates also sought bankruptcy protection (Bankr.
D. Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Carl Marks Advisory Group LLC serves as restructuring
advisor.  Epiq Bankruptcy Solutions serves as claims and notice
agent.  The petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3 appointed three
persons to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Contract Research Solutions, Inc., et al.


CONTRACT RESEARCH: Committee Proposes Pachulski as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Contract Research
Solutions, Inc., et al., asks for authorization from the Hon.
Kevin J. Carey of the U.S. Bankruptcy Court for the District of
Delaware to employ Pachulski Stang Ziehl & Jones LLP as counsel,
nunc pro tunc to April 5, 2012.

Pachulski Stang will, among other things assist, advise and
represent the Committee in analyzing the Debtors' assets and
liabilities, investigating the extent and validity of liens and
participating in and reviewing any proposed asset sales, any asset
dispositions, financing arrangements and cash collateral
stipulations or proceedings, for these hourly rates:

           Bruce Grohsgal            $725
           Bradford J. Sandler       $695
           Peter J. Keane            $395
           Karma Yee                 $275

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

                          About Cetero

Contract Research Solutions Inc., doing business as Cetero, a
provider of early-phase clinical research services for
pharmaceutical and biotechnology firms, filed a Chapter 11
petition (Bankr. D. Del. Case No. 12-11004) on March 26, 2012.
Cetero's 19 affiliates also sought bankruptcy protection (Bankr.
D. Del. Case Nos. 12-11005 to 12-11023).

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.  The procedures require that the
bidding protocol be approved by April 12 and an auction be held
between April 30 and May 5.  Competing bids are due three days
prior to the auction date.  The hearing for approval of the sale
must take place prior to May 10.

Assets are $205 million, with debt total $248 million.  There is
$185 million in debt for borrowed money, including $116 million on
a first-lien term loan and revolving credit.  The second-lien loan
is $25 million.  Second-lien lenders have agreed to the sale.

Freeport Financial LLC serves as the sole lead arranger and
bookrunner, and as U.S. administrative agent and collateral agent
under the first lien facility.  Bank of Montreal serves as the
Canadian agent.  Freeport is also the agent under the second lien
facility.

Judge Kevin Gross oversees the case.  Lawyers at Young Conaway
Stargatt & Taylor, LLP, and Paul Hastings LLP serve as the
Debtors' counsel.  Stikeman Elliott LLP serves as Canadian
counsel.  Carl Marks Advisory Group LLC serves as restructuring
advisor.  Epiq Bankruptcy Solutions serves as claims and notice
agent.  The petitions were signed by Michael T. Murren, CFO.

The first lien lenders and the stalking horse buyers are
represented by Peter Knight, Esq., at Latham & Watkings, LLP; and
Wael Rostom, Esq., at McMillan LLP.

Roberta A. Deangelis, U.S. Trustee for Region 3 appointed three
persons to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Contract Research Solutions, Inc., et al.


COSO GEOTHERMAL: Fitch Cuts Rating on $629-Mil. Certs. to 'CCC'
---------------------------------------------------------------
Fitch Ratings has downgraded the rating on Coso Geothermal Power
Holdings LLC's (CGP) $629 million ($523 million outstanding) pass
through certificates due 2026 from 'B' to 'CCC'.  The downgrade
reflects the continued decline in net capacity of the Coso
geothermal resource (Coso) and projected cash flows that will
be insufficient to meet debt obligations.

Key Rating Drivers

  -- Geothermal Resource Depletion: Coso's average net capacity
     declined over 5% to 170 megawatts (MW) in 2011 from
     approximately 180MW in 2010. The continued decline in
     capacity is reducing revenues, and lowering cash flows to
     levels that are not sufficient to meet debt obligations.

  -- Expected Payment Shortfall: Fitch's expectation for
     performance at Coso for the calendar year 2012 indicates that
     cash available for debt service will result in a payment
     shortfall.  This will necessitate a draw on the letter of
     credit-funded senior rent reserve to meet debt obligations.

  -- Limited Revenue Risk: Price risk on energy revenues is now
     limited to one-fifth of total revenues from July 2014 - March
     2019.  Coso executed an amendment with off-taker Southern
     California Edison (SCE) to fix the energy price earned at the
     BLM plant through June 30, 2014.

What Could Trigger A Rating Action

  -- If the geothermal resource depletion accelerates, revenues
     and cash flows will shrink more quickly, reducing already
     below breakeven coverages.

  -- Letter of credit-funded facilities supporting the power
     purchase agreement collateral posting and debt service
     reserve are set to expire on Dec. 7, 2012.  If not renewed
     or replaced, the facilities would be drawn in cash,
     substantially increasing Coso's debt obligations.

Security

Each tranche of the certificates represents an undivided interest
in a related pass-through trust, which holds the lessor notes
(notes) issued by the owner lessors.  The notes are the sole
collateral and source of repayment of the certificates.

Credit Update

Coso has been unable to reverse a steady decline in geothermal
resource output, and is expected to draw from its letter of
credit-funded senior rent reserve in order to meet the debt
portion of its lease rent obligation beginning in 2012.  Absent a
significant improvement in net capacity levels, operating cash
flow will be insufficient to meet long-term debt obligations.

In developing a base case for long-term expected performance,
Fitch applied minimal project and financial stresses, and utilized
a sponsor assumption for Coso's 2012 net capacity.  This scenario
indicates a financial profile where default is a real possibility.
Fitch expects Coso to operate close to or below breakeven levels
on its debt obligations for the remainder of the debt tenor, with
a DSCR average of 0.85 times (x) and minimum of 0.70x.  Fitch
projects that the reserve will be fully depleted by 2017, leading
to a default on payment of the CGP certificates.  These
projections assume that Coso will extend or replace its current
credit facilities, which are set to expire on Dec. 7, 2012. If the
facilities are not extended or replaced, it is likely that Coso
would draw on the existing letters of credit, creating additional
debt obligations that would accelerate default.

Despite continuing geothermal resource declines, CGP managed to
make the full rent payments out of cash flow from Coso and Beowawe
in January and July of 2011.  These payments resulted in an
audited lease rent coverage ratio of 1.21x, with a coverage ratio
of the debt portion at 1.26x for 2011.  The major contributing
factors to facilitate this payment (beyond normal operations) were
a large distribution from Beowawe, a temporary tax payment
settlement, and the delay of previously anticipated well
workovers.  In June 2011, Coso executed an amendment with off-
taker Southern California Edison (SCE, Fitch rated 'A-', with a
Stable Outlook) to replace Short-Run Avoided Cost-based energy
pricing with fixed pricing through June 30, 2014.  This agreement
brings near-term stability to Coso's revenue stream, though
revenues are still dependent on geothermal resource production.

Fitch is projecting cash shortfalls beginning in 2012, although
the sponsor, Terra-Gen Power LLC, has indicated that the January
2012 rent payment was made in full with cash flows from
operations.  The next rent payment is due in July 2012.  While
Coso continues to actively manage the resource and implement
above-ground improvements, Fitch notes that the budget for capital
expenditures is diminishing.  Major enhancement to below-ground
resource production is not expected.

CGP is a special-purpose company formed to lease and operate the
Coso project, which consists of three interlinked geothermal power
plants located in Inyo County, CA. Coso provides royalty payments
to the U.S. Navy and the Bureau of Land Management for use of the
geothermal resource.  Under a series of power purchase agreements,
Coso's entire output will be sold to SCE through January 2030.
Cash flows from both Coso and Beowawe, an affiliated geothermal
project in Nevada, are available to service CGP's rent payments
under the CGP lease.  Rent payments are the sole source of cash
available to pay debt service on the pass-through trust
certificates.


COTT CORP: $35MM Share Repurchase No Impact on Moody's 'B2' CFR
---------------------------------------------------------------
Moody's Investors Service said that Cott Corporation's
announcement of a $35 million share repurchase authorization
expiring May 2013 is a slight credit negative but has no impact on
the company's B2 corporate family rating or stable outlook. "We
expect that the company will use cash on hand and free cash flow
to repurchase shares and will not weaken its liquidity profile or
increase debt levels," stated Brian Grieser, an Analyst at
Moody's.

The principal methodology used in rating Cott was the Global Soft
Beverage Methodology published in December 2009, which can be
found at www.moodys.com in the Credit Policy & Methodologies
directory, in the Ratings Methodologies subdirectory. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Credit
Policy & Methodologies directory at www.moodys.com/methodology.

Headquartered in Toronto, Ontario, and Tampa, Florida, Cott
Corporation (Cott) is one of the world's largest private label
beverage companies. Cott's product portfolio includes carbonated
soft drinks (CSD), clear, still and sparkling flavored waters,
juice, juice-based products, bottled waters, energy related
drinks, and ready-to-drink teas. Cott's customers include many of
the largest national and regional grocery, drugstore, wholesalers
and convenience store chains. Sales for the twelve months ending
March 31, 2012 were approximately $2.3 billion.


CPI CORP: In Talks With Lenders to Obtain Waiver
------------------------------------------------
CPI Corp.'s primary sources of liquidity have historically been
cash flows from operations and the borrowing capacity available
under its Credit Agreement.  Its business is highly seasonal, with
significant operating cash flow historically being generated in
the fiscal fourth quarter.  The reduction in available borrowing
capacity resulting from the Amendment coupled with a significant
reduction in earnings and operating cash flow, which is largely
attributable to lower than expected sales during in the fourth
quarter and continuing into the current year, has resulted in
significant liquidity challenges for the Company.  The company
incurred a net loss of $56.7 million for the fiscal year ended
Feb. 4, 2012, which included significant impairment, restructuring
and other related charges, and used $5.7 million of cash for
operations.

As of Feb. 4, 2012, current liabilities of $116.5 million
(including $74 million due under our Credit Agreement) exceed
current assets of $25.3 million, and there is a total
stockholders' deficit of $58.8 million.  As of Feb. 4, 2012, it is
not in compliance with its covenants under the Credit Agreement,
and such noncompliance continues to exist as of today.

Additional liquidity through cash flows from operations,
additional borrowing capacity under its Credit Agreement, or a
combination of both, is needed to satisfy the Company's cash flow
needs in fiscal 2012, to meet debt service obligations as they
come due under the Credit Agreement, and to provide for any
necessary capital maintenance spending to support operations.

The Company is in active discussions with its lenders to obtain
both a short-term financial debt covenant compliance waiver to
cure the existing default, as well as further amendments to the
Credit Agreement to avoid a subsequent default, and to increase
the borrowing capacity under the lending arrangement.  There can
be no assurances that the lenders will grant such waivers or agree
to amendments on commercially reasonable terms, if at all.  If the
Company's debt is accelerated and it is unable to obtain other
adequate financing, the Company's existing assets are not
sufficient to repay its debt in full.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and offers on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.  CPI's
digital format allows its studios and on location business to
offer unique posing options, creative photography selections, a
wide variety of sizes and an unparalleled assortment of
enhancements to customize each portrait - all for an affordable
price.


CUMULUS MEDIA: Swaps Stations with Townsquare Media
---------------------------------------------------
Cumulus Media announced the sale of 55 stations in 11 non-
strategic markets to Townsquare Media in exchange for the
acquisition of 10 radio stations in two markets plus $116 million
in cash.

The transaction is part of Cumulus's ongoing plan to focus on
radio stations in top markets and geographically strategic
regional clusters.

"This transaction represents strategic portfolio management which
enables us to focus on accretive large market consolidation as
well as further de-leveraging of our balance sheet," said Lew
Dickey, CEO of Cumulus.

As part of the transaction, Cumulus is acquiring 10 stations in
Bloomington, IL, and Peoria, IL.

The stations being sold by Cumulus to Townsquare reside in the
following markets: Augusta, ME; Bangor, ME; Binghamton; NY,
Bismarck, ND; Grand Junction, CO; Killeen-Temple, TX, New Bedford,
MA, Odessa-Midland, TX; Presque Isle, ME; Sioux Falls, SD and
Tuscaloosa AL.

UBS Investment Bank acted as financial advisor and Jones Day acted
as legal advisor to Cumulus in connection with the transaction.

                        About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets.  In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting are Missouri and Texas radio
stations.

Cumulus Media reported a net loss of $13.13 million on
$290.20 million of net revenues for the quarter ended Dec. 31,
2011, compared with net income of $7.51 million on $69.78 million
of net revenues for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $4.04 billion
in total assets, $3.63 billion in total liabilities, $113.47
million n total redeemable preferred stock, and $290.71 million in
total stockholders' equity.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that the lenders under the 2011 Credit Facilities have taken
security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."


DEWEY & LEBOEUF: Warns Employees on Possible Closure
----------------------------------------------------
The Wall Street Journal's Ashby Jones and Jennifer Smith report
that New York law firm Dewey & LeBoeuf LLP on Friday sent a notice
to its employees saying, "Although we could continue to pursue
various avenues, it is possible that adverse developments could
ultimately result in the closure of the firm, which would result
in the termination of your employment.

The notice said, "In order to give you as much advance notice as
possible . . . this letter will serve as conditional advance
notice . . . of the possibility that your employment may be
terminated, and if that occurs your separation will be permanent,
not temporary."

The notice was reviewed by The Wall Street Journal.

WSJ relates the notice -- known as a WARN notice -- is required
under state and federal law to be sent to employees prior to a
mass layoff or a shutdown of operations.  Employers that fail to
give such notice can be held liable for back pay.

WSJ says a spokesman for the 1,000-lawyer firm did not immediately
respond to a request seeking comment about the notice.  Earlier
Friday, a Dewey spokesman denied reports that the firm was winding
down its affairs.

According to WSJ, one Dewey employee said the firm organized a job
fair on Friday at the 10th floor of its Manhattan headquarters.
That employee said legal assistants, paralegals and others met
with recruiters and job-placement agencies.

WSJ also reports a person familiar with the matter said Dewey's
top partners are still in talks with a bank syndicate that is
continuing to ask the law firm for financial information.  The
firm owes about $75 million on a $100 million credit line.  WSJ
says the firm's leaders have said the firm has no immediate plans
to file for bankruptcy.


DEX MEDIA EAST: Bank Debt Trades at 45% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 55.08 cents-on-
the-dollar during the week ended Friday, May 4, 2012, an increase
of 1.83 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 162 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

               About R.H. Donnelley & Dex Media East

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

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

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

                           *     *     *

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

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


DIAGNOSTIC IMAGING: S&P Withdraws 'CC' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CC' corporate
credit and 'CC' secured debt ratings on Hicksville, N.Y.-based
Diagnostic Imaging Group at the request of the issuer.


DINEEQUITY INC: Fitch Affirms Issuer Default Rating at 'B'
----------------------------------------------------------
Fitch Ratings has affirmed the ratings of DineEquity, Inc.
(NYSE:DIN) as follows:

DineEquity, Inc.

  -- Long-term Issuer Default Rating (IDR) at 'B';
  -- Senior secured bank credit facility at 'BB/RR1';
  -- 9.5% senior unsecured notes at 'B+/RR3'.

The Rating Outlook is Stable.

At March 31, 2012, DineEquity had approximately $1.6 billion of
total debt.

Rating Rationale:

DineEquity's ratings reflect the company's high financial
leverage, consistent free cash flow (FCF) generation, and on-going
business strategy.  The firm's primary focus is to grow same-store
sales (SSS), reduce debt, and refranchise company-operated
restaurants.  DineEquity's scale and competitive U.S. position of
over 2,000 Applebee's and 1,500 IHOP units are also incorporated
into ratings.

DineEquity's credit profile is enhanced by the stable source of
royalty-based revenue and high level of profitability provided by
its growing mix of franchised restaurants.  The company's goal is
to become 99% franchised across the Applebee's and IHOP system.
At Mar. 31, 2012, DineEquity was 95% franchised on a combined
system basis.

Fitch believes DineEquity can achieve its refranchising goal over
the next couple of years due to the recent pace of transactions
and views the company's franchise system as being in good shape.
DineEquity has not experienced any material issues with the
collection of royalties, franchisees have financed the remodeling
of restaurants, and many existing franchisees have purchased units
sold by the firm.

On May 1, 2012, the firm announced an asset-purchase agreement to
sell 39 of its 160 company-operated Applebee's units to Potomac
Family Dining Group, LLC - an existing franchisee.  The
transaction is expected to close in the third quarter of 2012.
Net after-tax proceeds will be approximately $25 million and the
financing obligation associated with the 2008 sale-leaseback of
181 Applebee's properties will decline by about $40 million.  As
of Dec. 31, 2011, DineEquity's continuing involvement with 80 of
the 181 properties ended by the assignment of lease obligations to
qualified franchisees or a release from the lessor.

The 'RR1' recovery rating on DineEquity's secured bank facility
reflects Fitch's view that recovery prospects for this debt are
outstanding and would exceed 90% in a distressed situation.  The
'RR3' rating on the firm's 9.5% senior unsecured notes
incorporates Fitch's opinion that bondholders would recover
between 51% - 70% of principal in a distressed scenario.
DineEquity's fairly balanced mix of secured priority debt and
unsecured notes improves recovery prospects for bondholders.

Credit Statistics and Rating Triggers:

DineEquity's credit statistics are in line with Fitch's
expectations.  Leverage continues to gradually decline but remains
high because debt pay down has been partially offset by the EBITDA
give up associated with refranchising company-operated units.  For
the latest-twelve-month (LTM) period ended March 31, 2012, rent-
adjusted leverage (defined as total debt plus 8 times gross rent-
to-operating EBITDA plus gross rent) was 6.2 times (x).  Operating
EBITDAR-to-Gross Interest Expense plus rent was 1.7x and FFO Fixed
Charge Coverage was 1.6x.  The company generated $89.2 million of
FCF and had an EBITDA margin of 28.9%.  Fitch does not include
receipts from long-term receivables in its FCF calculation.

Fitch believes DineEquity is capable of reducing leverage by up to
1.0x within the next 24 months as the firm continues to utilize
internally generated cash and refranchising proceeds to reduce
debt.  Since 2008, FCF has averaged roughly $100 million annually
and after-tax refranchising proceeds have totaled over $170
million.  When including the reduction in the firm's financing
obligation, total debt has declined by nearly $800 million to $1.6
billion over the same period.

An upgrade of DineEquity's IDR could occur if rent-adjusted
leverage declines to the mid-5.0x range due to SSS growth, stable
or improving FCF generation, and continued debt reduction.
Conversely, the firm's IDR would be lowered if there is a material
increase in leverage, due to a shift in financial strategy,
substantial declines in FCF and persistently negative SSS
performance.  Changes in recovery ratings would be driven by
sustained increases or decreases in EBITDA, material debt
reduction, or changes in the firm's capital structure.

Same-Store Sales Performance:

Fitch views DineEquity's 2012 SSS guidance as reasonable, given
the extremely competitive nature of the U.S. restaurant industry
and gradually declining high U.S. unemployment rate.  The firm
expects SSS growth at Applebee's to range between 0.5% and 2.5%
while SSS performance at IHOP is projected to range between
negative 1.5% and positive 1.5%.  During the first quarter ended
Mar. 31, 2012, SSS increased 1.2% at Applebee's but fell 0.5% at
IHOP. Traffic at both brands was modestly negative.

Applebee's strategy to drive sales is to frequently update core
menu items, the brand's 2 for $20 and Great Tasting Under 550
calories platforms, and to continue initiatives around the late-
night day part.  Efforts to improve sales trends at IHOP consist
of changes to the brand's promotional strategy, including its
recently launched 7 for $7 platform and reduced emphasis on
limited time offers.  DineEquity is also working with franchisees
to improve service quality.

Liquidity, Maturities and Financial Covenants:

DineEquity's liquidity is adequate given the firm's FCF and
limited near-term maturities.  Furthermore, the cash needs of a
highly franchised system are minimal as franchisees self-finance
unit development and remodeling requirements.  At March 31, 2012,
DineEquity had $110 million of liquidity consisting of $48.7
million of cash and $61.2 million availability, excluding $13.8
million of letters of credit, on its $75 million revolver expiring
Oct. 19, 2015.

At March 31, 2012, scheduled maturities of long-term debt were
immaterial until Oct. 19, 2017 when the remaining $612.0 million
balance on DineEquity's term loan becomes due.  The term loan
amortizes at 1% of original principal annually.  DineEquity's 9.5%
notes, which have a remaining balance of $760.8 million, mature on
Oct. 30, 2018.

Financial covenants in DineEquity's secured credit facility
include a maximum consolidated leverage ratio (defined as total
indebtedness minus no more than $75 million of cash-to-EBITDA) and
a minimum interest coverage ratio.  The maximum leverage ratio is
7.25x in 2012 but steps down 0.25x annually through 2016 to 6.0x.
The minimum coverage ratio is 1.5x in 2012, stepping up 0.25x in
2013 and then again in 2016.  At March 31, 2012, the ratios were
5.2x and 2.4x, respectively.  Fitch estimates that EBITDA would
have to decline by approximately 30% or more to breach these
covenants.

DineEquity's senior unsecured notes do not have financial
covenants but contain a Negative Pledge clause that requires equal
and ratable security if non-permitted secured debt is incurred and
have a change of control put option at 101% of principal plus
accrued and unpaid interest.


DUNE ENERGY: Incurs $3.6 Million Net Loss in First Quarter
----------------------------------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.59 million on $13.39 million of revenue for the three months
ended March 31, 2012, compared with a net loss of $8.34 million on
$17.42 million of revenue for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $249.87
million in total assets, $127.82 million in total liabilities and
$122.05 million in total stockholders' equity.

At the end of the quarter the Company had $16.2 million in cash
and $25 million available under the Company's Sr. Credit Facility
based on $63 million of availability.

James A. Watt, President and CEO of the Company, said in a
statement, "So far this year our Garden Island Bay drilling and
workover program has been successful.  We anticipate initiating a
program at Leeville in the second quarter.  We are seeking a joint
venture partner to commence additional drilling in our Garden
Island Bay field post the hurricane season.  All projects are
designed to increase oil production and reserves."

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

                        http://is.gd/90kglG

                        About Dune Energy

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

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

                           *     *     *

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

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

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


EDGEN MURRAY: Brian Friedman Holds 58% of Class A Shares
--------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Brian P. Friedman and his affiliates disclosed that,
as of May 2, 2012, they beneficially own 24,541,233 Class A common
shares of Edgen Group Inc. representing 58% of the shares
outstanding.

Between April 30, 2012, and May 1, 2012, Mr. Friedman purchased
198,095 shares of Class A Common Stock on the open market.

Mr. Friedman is a managing member of Jefferies Capital Partners
LLC, which is the managing member of the general partner of
Jefferies Capital Partners IV L.P. J efferies Capital Partner IV
L.P. is the manager of Bourland & Leverich Holdings LLC and
controls the general partner of Edgen Murray II, L.P.

The percentage is based on 42,329,043 shares of Class A Common
Stock outstanding as of April 27, 2012.

A copy of the filing is available for free at:

                        http://is.gd/eh8Emw

                         About Edgen Murray

Edgen Murray II L.P., headquartered in Baton Rouge, Louisiana, is
a distributor of carbon steel and alloy products for use primarily
in specialized applications in the energy and niche industrial
segments.  The company operates on a global basis, with
approximately one-third of its sales generated outside of the
Americas, and has distribution centers in five countries to
facilitate timely deliveries to companies and contractors engaged
in the development of new energy infrastructure projects and the
maintenance of existing facilities.  In 2010, Edgen Murray had
sales of $628 million.  The company is primarily owned by
Jefferies Capital Partners, certain co-investors and members of
senior management.

The Company reported a net loss of $24.52 million in 2011, a net
loss of $98.28 million in 2010, and a net loss of $20.88 million
in 2009.

The Company's balance sheet as of Dec. 31, 2011, showed
$551.05 million in total assets, $706.11 million in total
liabilities and a $155.05 million total deficit.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services placed its
ratings, including the 'B-' corporate credit rating, on Edgen
Murray II L.P. on CreditWatch with positive implications.

"The positive CreditWatch placement follows the announcement by
Edgen Murray's parent, Edgen Group Inc. (not rated), that it has
commenced an IPO of 15 million shares with approximately $200
million expected in net proceeds. We expect Edgen Group to use the
proceeds to repay $170 million of B&L's outstanding debt and to
reduce Edgen Murray's asset-backed revolving credit facility
balance. Following the IPO, the operations of both Edgen Murray
and B&L will be subsidiaries of the newly formed EDG LLC.
Additionally, as part of the reorganization, EM Holdings LLC will
be formed and will replace Edgen Murray as the guarantor of Edgen
Murray's senior secured notes," S&P said.

In April 2011, Moody's Investors Service lowered Edgen Murray II,
L.P.'s probability of default rating (PDR) to Caa2 from Caa1, its
corporate family rating (CFR) to Caa3 from Caa1 and the company's
12.25% senior secured notes to Caa3 from Caa2.  The downgrade was
prompted by Edgen Murray's continuing weak performance even as
many of its peers began to benefit in 2010 from higher oil prices,
a higher rig count for oil drilling, and increased drilling in and
production from alternative shale plays.


EL MONTE PUBLIC: Fitch Lowers Rating on $19-Mil. Bonds to 'BB+'
---------------------------------------------------------------
Fitch Ratings has downgraded the following obligation issued by
the El Monte Public Financing Authority, CA (authority):

  -- $19.1 million lease revenue bonds (city yard project), series
     2010A and 2010B to 'BB+' from 'A-'.

In addition, Fitch assigns the following ratings:

  -- Implied general obligation (GO) bond rating at 'BBB'.

The bonds are on Rating Watch Negative.

SECURITY

The city of El Monte, CA (city) covenants to budget and
appropriate lease rental payments, subject to abatement, for use
of its public works yard and its civic center complex from any
source of available funds of the city.

KEY RATING DRIVERS

WEAK COMMITMENT TO DEBT OBLIGATIONS: The downgrade to 'BB+'
reflects Fitch's concern about the city's willingness to adhere to
its financial agreements, including the covenant to budget and
appropriate for use and occupancy of the civic center complex from
any available funds.

POTENTIAL COVENANT VIOLATION: The Negative Rating Watch reflects
the city's comments that it might choose to violate its covenant
to budget and appropriate in fiscal 2013 for the full lease
revenue bond debt service payment due Aug. 1, 2012.  The covenant
applies to all legally available funds; however, the city has
cooperative agreements with its water and sewer funds and
redevelopment agency to pay debt service.

FINANCIAL POSITION AND REPORTING: The city's financial operations
appear to be satisfactory based on audited information for fiscal
2010 and prior years, and unaudited information for fiscal 2011.
However, the downgrade further reflects Fitch's concerns about the
timeliness and transparency of financial information.  If these
concerns are not addressed Fitch will not be able to continue to
maintain its rating on the city's debt.

ADEQUATE LIQUIDITY: The city's general fund liquidity is somewhat
limited, totaling about $4 million at the end of fiscal 2011
according to the draft audit.  This amount is only about 70% of
the current liabilities listed.  Sizeable internal liquidity in an
employee retirement account funded with a voter-approved property
tax over-ride in perpetuity offsets this concern.

BELOW AVERAGE ECONOMY: The 'BBB' GO rating also reflects the
city's weak economic indicators, including a high unemployment
rate (14.8% in February 2012), low taxable assessed value (TAV)
per capita ($51,000) and low per capita and median household
income levels (52% and 82% of the national average, respectively).

WHAT COULD TRIGGER A RATING ACTION

FAILURE TO BUDGET AND APPROPRIATE: Failure of the city to pay
lease payments when due regardless of receipt of outside funds
would result in a downgrade to the 'BB' category.  The city stated
its intent to draw on the cash debt service reserve fund, which it
believes is sufficient to cover an estimated maximum deficiency,
to fund debt service until tax increment funds are received from
the county.

CREDIT PROFILE

POTENTIAL VIOLATION OF COVENANT TO BUDGET AND APPROPRIATE

The bonds are secured by a covenant to budget and appropriate from
any legally available funds; however, the city has cooperative
agreements with its water and sewer funds and redevelopment agency
to pay debt service.  Although the city is expecting a former
redevelopment agency tax increment payment from the county on June
1, management is concerned about the timeliness and sufficiency of
the payment to fund its pro-rata portion of the lease payments
when due.  This concern stems from the cumbersome process of
winding down redevelopment agencies.

WEAK ECONOMIC BASE

El Monte is located about 12 miles east of downtown Los Angeles
and serves a population of about 125,000.  The city's unemployment
rate is consistently higher than state and national averages.  The
jobless rate improved modestly in February 2012 compared to a year
prior, but remained high at 14.8%.  In addition, income levels are
very low, with per capita income at about 52% of the national
average.  Despite the financial downturn, TAV declined a moderate
2.1% in fiscal year 2011 to $5.8 billion, and 0.1% the prior year.
Nonetheless, the city's tax base remains vulnerable to further
declines.

ADEQUATE FINANCIAL OPERATIONS; CHALLENGES AHEAD; COMPLICATED
FINANCIALS

The city's financial position has fluctuated in recent years as a
result of declining revenue, increased sales tax rate, transfers
in from the redevelopment agency and audit restatements.  The most
recent audit (fiscal 2010) showed an $8.6 million surplus,
bringing the unreserved fund balance to $4.1 million, or 8.8% of
expenditures.  This followed a $7 million deficit in fiscal 2008
and a $282,000 surplus in fiscal 2009. Unreserved fund balance
ranged from a high 37% of spending in fiscal 2006 to a low 1.6% in
fiscal 2009.  Unaudited results in fiscal 2011 point to an $8.4
million unrestricted fund balance (the sum of committed, assigned
and unassigned under GASB 54), or 17% of expenditures.  Fiscal
2012 revenues are estimated to be about $400,000 under budget, but
no estimates for expenditures were provided.

Future budgets will be challenged due to improving but still
stagnant revenue, commitments for increased spending starting in
fiscal 2013, and costs the city will need to absorb in connection
with the dissolution of the city-sponsored redevelopment agency.
Committed spending includes $2.3 million to staff fire stations,
$1.7 million in salary and benefit increases and $330,000 in
medical inflation.  The redevelopment agency dissolution may cost
about $900,000.

The city is beginning labor negotiations and anticipates saving
about $885,000 through various program changes such as increasing
business license fees, cutting crossing guards and reevaluating
programs.  An additional $685,000 is expected to be saved though
labor concessions and eliminating positions.  Management noted
that after cutting staff, service levels suffered and the city
intends to reverse some of its service cuts.

In addition to budgetary concerns, Fitch has concerns about the
timeliness and transparency of the city's financial information.
Statement are difficult to interpret due to a large number of
interconnected funds (loans to and from funds with negative fund
balances), multiple years of restatements, large transfers to the
city-sponsored redevelopment agency in fiscal 2010 which will need
to be reversed in fiscal 2011.

MODERATE DEBT; HIGH RETIREE COSTS

El Monte's overall debt burden is moderate at about $1,916 per
capita and 3.7% of TAV.  General fund supported debt service
(including the 2010 lease revenue bonds) totals about $2.2 million
annually, or an affordable 4.5% of spending (net of the Build
America Bonds federal subsidy).  However, total retiree costs are
very high. The city participates in CalPERS, and for fiscal 2011,
the required contribution was $8.6 million, representing a high
17% of general fund spending.  Combined with other retiree costs
including another pension system and the city's other post-
employment benefits (additional $2.7 million), retiree costs rise
to about 23% of spending.


ELEPHANT & CASTLE: Converted to Chapter 7 After Sale
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the liquidation of Elephant & Castle Group Inc., once
the operator of 19 British-style restaurant pubs, will be
completed by a trustee in Chapter 7.  The company was authorized
in January to sell the business for $22.8 million to an affiliate
of the Original Joe's restaurant chain from Calgary, Alberta.
There were no other bids at auction.  The U.S. Trustee told the
bankruptcy judge in Boston that there was a "breakdown in
relations" between the company and its lawyers. Company counsel,
according to the U.S. Trustee, was prepared to withdraw from the
case.  The bankruptcy judge formally converted the Chapter 11 case
to Chapter 7 liquidation last week.  In Chapter 7, a trustee is
appointed immediately by the U.S. Trustee, the Justice
Department's watchdog for bankruptcy.

            About Massachusetts Elephant & Castle Group

Boston-based Massachusetts Elephant & Castle Group and its
affiliates operated 21 British-style restaurant pubs in the U.S.
and Canada.  The chain, with 10 locations in the U.S., generated
revenue of $47.5 million in 2010, throwing off $3.9 million of
earnings before interest, taxes, depreciation, amortization, and
foreign exchange gains or losses.

Elephant & Castle filed for Chapter 11 protection (Bankr. D. Mass.
Lead Case No. 11-16155) on June 28, 2011.  Bankruptcy Judge Henry
J. Boroff presides over the case.  Repechage Investments'
estimated assets and debts at $10 million to $50 million.  Other
Debtors' estimated assets and debts at $0 to $10 million.

Eckert Seamans Chein & Mellott, LLC, represent the Debtors as
counsel and BellMark Partners, LLC as financial advisor.  Epiq
Bankruptcy Solutions, LLC as claims, noticing and balloting agent.
Phoenix Management serves as the Company's Chief Restructuring
Advisor.

FTI Consulting, Inc., is the Official Committee of Unsecured
Creditors' financial advisors.  Goulston & Storrs, P.C., is the
Committee's counsel.


ENERGY CONVERSION: Sub-Committee Hiring Clark Hill as Counsel
-------------------------------------------------------------
The Official ECD Creditors Sub-Committee of the Official Committee
of Unsecured Creditors of Energy Conversion Devices Inc., and
United Solar Ovonic LLC seeks Court permission to employ Clark
Hill PLC as the subcommittee's counsel.

On Feb. 27, 2012, the U.S. Trustee appointed the official
unsecured creditors' committee.  The members of the Committee may
be creditors of one or both of the Debtors.  The Committee has
obtained approval to hire Foley & Lardner LLP as its counsel.

In the committee's application to engage Foley, certain procedures
were provided to handle potential conflicts of interest which may
arise between creditors of ECD's and of Ovonic's estates.  The
procedures provided for the formation of two ad hoc sub-committees
-- (i) the ECD Creditors Sub-Committee comprosing committee
members who are creditors of ECD and choose to participate on the
ECD Sub-Committee and (ii) an ad hoc sub-committee comprising
committee members who are creditors of Ovonics and choose to
participate on the Ovonics Sub-Committee.

The sole member of the ECD Sub-Committee is The Bank of New York
Mellon Trust Company N.A., as indenture trustee.

Pursuant to the Amended Foley Application and the Court order
approving Foley's employment, the ECD Sub-Committee has the right
to retain independent counsel and other professionals to evaluate
any conflict issue and take any required action in the Debtors'
cases.  The ECD and Ovonics Sub-Committees also have the right to
take independent action as if a separate, official committee of
that Debtor, if each Sub-Committee determines to do so.  To the
extent an actual conflict arises where both the ECD and Ovonics
Sub-Committees have been formed and both are addressing an actual
conflict that requires both to take appropriate action, Foley is
to represent only the Ovonics Sub-Committee and not the ECD Sub-
Committee with respect to the actual conflict.

Accordingly, the ECD Sub-Committee seeks to hire Clark Hill.

The ECD Sub-Committee proposes that Clark Hill will be paid at
these hourly rates:

          Members                   $275 - $600 per hour
          Senior attorneys          $290 - $360 per hour
          Associates                $165 - $340 per hour
          Legal assistants          $100 - $220 per hour

Robert D. Gordon, Esq., is leading the engagement.  He charges
$550 per hour.

                       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.

ECD filed for Chapter 11 protection (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).

An official committee of unsecured creditors has been appointed in
the case.

ECD is seeking to sell assets on a going concern basis.  An
auction is currently set for May 8.  The auction was previously
scheduled for April 24.

Cassandra Sweet, writing for Dow Jones Newswires, reported that
company executives told a bankruptcy court in Detroit earlier in
April 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.


ESSAR STEEL: Moody's Reviews 'Caa1' CFR for Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service placed Essar Steel Algoma's (ESA) Caa1
corporate family rating and probability of default rating under
review for possible downgrade. Also placed under review for
possible downgrade are the company's B3 senior secured note rating
and its Caa2 senior unsecured note rating. The company's
speculative grade liquidity rating of SGL-4 was affirmed.

Ratings Rationale

The review for downgrade is a result of the company not yet having
been able to extend its $350 million asset backed revolving credit
facility due June 20, 2012 and does not currently have alternative
sources of liquidity. The facility is used to support working
capital requirements. Approximately C$225 million was outstanding
at December 31, 2011.

The review will focus on the steps the company is taking to ensure
that it continues to have adequate liquidity to support its
business requirements, including any support that might be
forthcoming from its ultimate parent, Essar Global.

The principal methodology used in rating Essar Steel Algoma Inc.
was the Global Steel Industry Methodology published in January
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.

Essar Steel Algoma Inc. is an integrated steel producer
headquartered in Sault Ste. Marie, Ontario.  Approximately 80% to
85% of ESA's sales are sheet products, with plate products
accounting for the balance.  The company's products are sold
primarily in North America with roughly 60% going to steel service
centers and the balance to customers in the automotive,
construction, energy, manufacturing, pipe and tube industries. For
the twelve months ended December 31, 2011, ESA generated revenues
of approximately C$2 billion.


FILENE'S BASEMENT: Court Moves Auction of IP Assets to June 5
-------------------------------------------------------------
The Bankruptcy Court rescheduled for June 5, 2012 at 10:00 a.m.
Eastern Time, the auction for Filene's Basement LLC and Syms
Corp.'s intellectual property assets, including the Filene's
Basement and Syms tradenames.  A Sale Hearing to approve the sale
to the successful bidder has been adjourned to June 11 at 10:00
a.m. Eastern Time.

Interested bidders must submit their bids no later than May 31,
2012, at 4:00 p.m. (Eastern time).

The IP auction was originally scheduled for May 3.

The Debtors' Intellectual Property Disposition Consultants is:

          Jack Hazan
          HILCO-STREAMBANK LLC
          400 Madison Avenue
          New York, NY 10017
          Fax (847) 897-0880
          E-mail: jhazan@hilcostreambank.com

                          About Syms Corp.

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

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

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

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

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

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

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

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

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

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

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

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


FIRST DATA: Incurs $152.5 Million Net Loss in First Quarter
-----------------------------------------------------------
First Data Corporation reported a net loss attributable to the
Company of $152.50 million on $2.56 billion of revenue for the
three months ended March 31, 2012, compared with a net loss
attributable to the Company of $217.10 million on $2.54 billion of
revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $41.42
billion in total assets, $38 billion in total liabilities, $66.20
million in redeemable noncontrolling interest and $3.34 billion in
total equity.

"For the second quarter in a row, First Data achieved double-digit
EBITDA growth on an expanding top-line, supported by improving
trends in the U.S. economy, and cost management," said Chief
Executive Officer Jonathan J. Judge.  "Our scale, our people and
our strong relationships with both merchants and financial
institutions drove great results this quarter, and we are
positioned to continue to benefit from emerging opportunities in
mobile commerce and secular payments growth."

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

                        http://is.gd/hgCoek

                         About First Data

Based in Atlanta, Georgia, First Data Corporation, with over
$10 billion of revenue for the 12 months ended June 30, 2010,
provides commerce and payment solutions for financial
institutions, merchants, and other organizations worldwide.

The Company reported a net loss of $336.10 million in 2011, a net
loss of $846.90 million in 2010, and a net loss of $1.01 billion
on $9.31 million in 2009.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FNX MINING: S&P Raises Corp. Credit Rating to 'BB-'; Off Watch Pos
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit on Vancouver-based Quadra FNX Mining Ltd, to 'BB-' from
'B+'. At the same time, Standard & Poor's affirmed its 'BB-'
issue-level rating on the company's senior unsecured debt and
revised its recovery rating on the debt to '3' from '2', as per
S&P's recovery criteria, which caps the ratings of unsecured debt
issued by companies rated in the 'BB' rating category.

Finally, Standard & Poor's removed its ratings on the company from
CreditWatch, where they had been placed with positive implications
on March 6. The outlook is stable.

"We had placed the ratings on Quadra on CreditWatch following KGHM
Polska Miedz S.A.'s acquisition of Quadra on March 5, 2012," S&P
said.

"We base the upgrade and removal from CreditWatch on our
expectation of potential support for Quadra from a parent with a
stronger credit profile amid large capital expenditures in the
next few years," said Standard & Poor's credit analyst Donald
Marleau. "As a result, we believe that the long-term corporate
credit rating on Quadra should be one notch higher than it would
be on a stand-alone basis," Mr. Marleau added.

"The ratings on Quadra reflect what we view as the company's weak
business risk profile highlighted by its fourth-quartile cost
profile, large growth capital expenditures, short reserve lives at
some of its mines, and vulnerability to volatile copper prices.
Counterbalancing these factors, in our opinion, are Quadra's
modest debt leverage amid strong copper prices, and satisfactory
operating diversity in attractive mining jurisdictions. Moreover,
the long-term corporate credit rating on Quadra is one notch
higher than it would be on a stand-alone basis, reflecting our
expectation of potential support from a parent with a stronger
credit profile amid large capital expenditures in the next few
years," S&P said.

"The stable outlook reflects our view that currently strong copper
prices should allow Quadra to generate credit measures that
support the rating while maintaining adequate liquidity through a
multi-year period of large growth-oriented capital spending.
Nevertheless, we expect that pressure on the rating would emerge
if leverage were to escalate beyond 4x because of weaker commodity
prices or higher capital expenditures. We believe that such a
scenario would occur if copper prices dropped below $3.00 per
pound, or about 20% lower than current prices and consistent with
Standard & Poor's base-case prices for 2013 and 2014. Such a
scenario would likely weaken Quadra's liquidity but leave it with
adequate resources to complete the construction of the Chile-based
Sierra Gorda mine if capital costs remain stable. A positive
rating action is unlikely during the initial development of Sierra
Gorda," S&P said.


FREEDOM GROUP: S&P Rates New $330 Million Term Loan 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating to Freedom Group Inc.'s $330 million term loan due 2019.
The recovery rating is '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default.

"We also assigned our 'B-' issue-level rating to the company's
$250 million senior secured notes due 2020. The recovery rating is
'6', indicating our expectation of negligible (0% to 10%) recovery
for lenders in the event of a payment default," S&P said.

"Freedom Group used the proceeds from the term loan and notes to
pay outstanding balances under its 10.25% senior secured notes due
2015, of which $247.6 million was outstanding on Dec. 31, 2011,
and 11.25%/11.75% senior payment-in-kind (PIK) notes due 2015, of
which $241.8 million was outstanding on Dec. 31, 2011. It also
used the proceeds to pay for tender premiums, fees, and expenses,
and to provide additional balance-sheet cash. In conjunction
with the notes issuances, the company entered into a new $150
million asset-based lending (ABL) facility (unrated) to replace
its prior $150 million ABL facility," S&P said.

"Our 'B+' corporate credit rating on Freedom Group remains
unchanged. The rating outlook is stable," S&P said.

"Our rating on Freedom Group reflects our assessment of the
company's business risk profile as 'weak' and our assessment of
its financial risk profile as 'highly leveraged,' according to our
criteria," S&P said.

"Our assessment of Freedom Group's business risk profile as weak
reflects the company's exposure to unfavorable changes in
commodity prices, vulnerability to changes in regulation, and a
highly competitive operating environment for discretionary
consumer spending dollars," said Standard & Poor's credit
analyst Ariel Silverberg. "We believe Freedom Group's leading
position in many of the markets in which it operates, its breadth
of product offerings, and strong brand recognition partly offset
the aforementioned weaknesses."

"The stable outlook reflects our expectation for modest growth in
EBITDA and debt reduction to propel improvement in debt to EBITDA
toward the mid-5x area by 2013, in line with the current rating. A
higher rating is unlikely over the intermediate term, as it would
necessitate a reassessment of Freedom Group's business risk
profile and a meaningful reduction in leverage to at least the
mid-4x area," S&P said.

"We could lower the rating if leverage rises above 6x on a
sustained basis or interest coverage falls to the mid-1x area.
This could result from declines in demand or increasing commodity
prices, combined with an inability to pass them on to customers
through higher prices," S&P said.


GALLANT ACQUISITIONS: Conroe Golf Course Files for Chapter 11
-------------------------------------------------------------
Gallant Acquisitions Ltd. filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 12-33353) in Houston, Texas on May 1, 2012.

In the petition, the Debtor disclosed total assets of $10 million
and total liabilities of $9.15 million, all on account of
liquidated secured debt.

The Debtor owns various properties in Texas, including a 130-acre
Land & Golf Course and 32-acre multiuse land on Highway 105, in
Conroe, Texas.  A copy of the schedules filed with the petition is
available for free at http://bankrupt.com/misc/txsb12-33353.pdf


GALLANT ACQUISITIONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Gallant Acquisitions Ltd.
        13878 Longwood Drive
        Willis, TX 77318

Bankruptcy Case No.: 12-33353

Chapter 11 Petition Date: May 1, 2012

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

Judge: Jeff Bohm

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: brogers@ralaw.net

Scheduled Assets: $10,000,000

Scheduled Liabilities: $9,150,000

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

The petition was signed by Warrant Gallant, president of Gallan
GP, LLC, general partner.


GATEHOUSE MEDIA: Incurs $13.4 Million Net Loss in First Quarter
---------------------------------------------------------------
Gatehouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $13.37 million on $120.01 million of total revenues for the
three months ended April 1, 2012, compared with a net loss of
$18.19 million on $119.81 million of total revenues for the three
months ended March 27, 2011.

The Company's balance sheet at April 1, 2012, showed $493.34
million in total assets, $1.31 billion in total liabilities and a
$823.70 million total stockholders' deficit.

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

                        http://is.gd/jXHA3Y

                       About GateHouse Media

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

The Company reported a net loss of $22.22 million for the year
ended Jan. 1, 2012, a net loss of $26.64 million for the year
ended Dec. 31, 2010, and a net loss of $530.61 million for the
year ended Dec. 31, 2009.

                        Bankruptcy Warning

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

There can be no assurance that the Company's business will
generate cash flow from operations or that future borrowings will
be available to the Company in amounts sufficient to enable it to
pay its indebtedness or to fund our other liquidity needs.
Currently the Company does not have the ability to draw upon its
revolving credit facility which limits its immediate and short-
term access to funds.  If the Company is unable to repay its
indebtedness at maturity the Company may be forced to liquidate or
reorganize its operations and business under the federal
bankruptcy laws.


GATEWAY CENTER: Files for Chapter 11 in Jacksonville
----------------------------------------------------
Gateway Center Economic Development Partnership, Ltd., filed a
bare-bones Chapter 11 petition (Bankr. M.D. Fla. Case No. 12-bk-
03038) on May 3, 2012, in Jacksonville.  The Debtor estimated
assets and debts of $10 million to $50 million.

According to the list of top unsecured claims, Gateway Retail
Center, LLC, owner of a Retail Shopping Center located at 5000-7
Norwood Avenue, in Jacksonville, has a $15.09 million claim, of
which $14.1 million is secured.

Colbyco Enterprises, Inc., owns 65.4% of the Debtor.


GENERAL MARITIME: Wins Confirmation of Reorganization Plan
----------------------------------------------------------
General Maritime Corporation disclosed that the U.S. Bankruptcy
Court for the Southern District of New York confirmed the second
amended joint plan of reorganization of the Company and its direct
and indirect subsidiaries that are debtors under Chapter 11 of the
Bankruptcy Code.  General Maritime currently expects to emerge
from Chapter 11 in May 2012 after the conditions to effectiveness
of the Plan are satisfied.

The Plan reflects the terms of a global settlement among the
Company's main creditor constituencies that, among other things,
provides for a meaningful recovery to the unsecured creditors of
the Debtors and resolves all disputes on plan-related issues
between and among the Debtors, funds managed by Oaktree Capital
Management, L.P. and their investment entities, the Official
Committee of Unsecured Creditors, the Company's senior secured
lenders, and holders of more than 57% of the Company's Senior
Notes.  All voting classes of creditors voted in favor of the
Plan, with the Debtors' senior secured lenders voting unanimously
in favor of the Plan and approximately 97% in amount and 69% in
number of general unsecured creditors voting in favor of the Plan.

The Plan will substantially deleverage the Debtors' balance sheet
and position the Debtors to be a financially stronger global
enterprise post-emergence. Through the 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 equity capital infusion of approximately $175
million from the Oaktree Funds.

Jeffrey D. Pribor, General Maritime's Chief Financial Officer,
said, "The confirmation of our Plan represents a major milestone
and is one of the last remaining steps in our restructuring.  We
are proud of what we have accomplished and believe that, through
this process, we will establish a foundation to emerge as a
stronger and more competitive company.  I would like to thank our
customers and vendors for their support throughout this process as
well as our employees for their ongoing to commitment to General
Maritime."

Under the Plan, holders of unsecured claims against the Company
and its Debtor subsidiaries that guarantee the Company's
obligations under its secured credit facilities will share in $6
million in cash, warrants exercisable for up to three percent of
the equity in the reorganized Company, and two percent of the
equity in the reorganized Company.  The Plan provides that the
Debtors' prepetition senior lenders will receive a $75 million
paydown of their existing prepetition obligations and provide exit
financing to the Debtors.  Funds managed by Oaktree Capital
Management will receive 98% of the equity in the reorganized
Company for the $175 million equity capital infusion and the
conversion of $175 million of secured claims against the Company.
The common stock of the Company will be extinguished under the
Plan and holders of the Company's common stock will not receive a
distribution under the Plan.

                       Hearing Thursday

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that General Maritime convinced the bankruptcy judge at a
hearing Thursday to sign an order approving the Chapter 11 plan
that reduces debt for borrowed money by $600 million.  In return
for a $175 million equity infusion and the conversion of secured
debt into equity, affiliates of Oaktree Capital Management LP will
receive 98% of the new stock.

According to the report, impediments to confirmation were resolved
with a settlement sweetening the pot for unsecured creditors.  The
plan gives them $6 million in cash, 25 of the new stock, and
warrants for another 3%, for a predicted 5.41% recovery.  Before
enhancement, the unsecured creditors' committee was opposing the
plan and the maximum 1.88% it was then offering.

                       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.


GENON ENERGY: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on GenOn Energy Inc. to 'B-' from 'B'. "We left unchanged
our various recovery ratings on various debt issues throughout the
capital structure. At the same time, we lowered our corporate
credit ratings on GenOn's subsidiaries, GenOn Energy Holdings
Inc., GenOn Americas Generating LLC, and GenOn REMA LLC, to 'B-'
from 'B'. We also lowered our issue ratings on GenOn and all
subsidiaries, including GenOn Mid-Atlantic LLC, by one notch. The
rating outlook is stable," S&P said.

"The downgrades reflect the group's reduced cash flow prospects as
result of continued margin compression," said Standard & Poor's
credit analyst Terry Pratt. "We view GenOn Energy's financial risk
profile as even more highly leveraged than it was before given our
expectation of weaker operating cash flows as a result of low
natural gas prices and several plant closures. The business risk
profile remains 'weak' under our criteria. The company's good
liquidity position partially mitigates the worsened cash flow
forecast."

"The stable ratings outlook reflects financial performance over
the medium term which we expect will likely be on the weak side
for the rating, offset by large liquidity balances. We would
consider a negative ratings action if the Cross-State Air
Pollution Rule comes into effect and results in a mild
deterioration in financial performance or significant capital
expenditures that drain liquidity. In terms of metrics, we would
consider a negative ratings action if FFO to debt falls below 2%
in 2012 and we do not believe it will likely improve to at least
6% in 2013-14. Although we think GenOn can accommodate some
additional decline in power prices with its available liquidity,
we could lower the ratings if natural gas prices drop
substantially from our current deck of $2/mmBtu. We would also
consider a downgrade if GenOn's liquidity position erodes
materially relative to our forecast. A positive outlook or upgrade
would require more visibility on the impact of emission
regulations, in terms of both capital expenditures and market
prices. We would only consider a positive rating action if we
believed FFO to debt will likely rise above about 12%," S&P said.


GRACE INDUSTRIES: Court Permits Discovery in NYSDOT Dispute
-----------------------------------------------------------
Bankruptcy Judge Carla Craig granted the motion of New York State
Department of Transportation seeking to compel GII Industries,
Inc. f/k/a Grace Industries, Inc., to produce in connection with
an upcoming bench trial certain documents pertaining to the amount
of overhead and profit GII included in its bid for a project on
the West Side Highway in Manhattan.  The case is, GII Industries,
Inc., f/k/a Grace Industries, Inc., v. New York State Department
of Transportation, Adv. Proc. No. 07-1464 (Bankr. E.D.N.Y.).  A
copy of the Court's April 30, 2012 decision is available at
http://is.gd/XAXTpEfrom Leagle.com.

On Aug. 15, 2007, GII commenced the adversary proceeding asserting
a breach of contract claim against NYSDOT, seeking $7,870,619 in
damages, and seeking a declaratory judgment with respect to the
rights and obligations of the parties pursuant to an alleged
agreement dated March 3, 2003.

On Oct. 1, 2007, NYSDOT interposed an answer to the complaint,
including a counterclaim asserting that GII had received more than
its actual, reasonable, and verifiable costs, and seeking to
recover the excess amount paid to GII.  On Jan. 29, 2008, GII
filed an amended complaint, seeking damages of $10,680,503 for
NYSDOT's breach of contract, and again seeking a declaratory
judgment with respect to the Agreement.

On March 12, 2008, NYSDOT interposed an answer to the amended
complaint, and again asserted a counterclaim seeking to recover
excess payments made to GII.  On March 24, 2008, GII interposed an
answer to NYSDOT's counterclaim.

On July 22, 2008, the Court issued a consent order assigning the
disputes between NYSDOT and GII to mediation.  The parties reached
an impasse regarding the issue of enforceability of the Agreement,
and whether it may be rescinded.  A four day trial was conducted
in connection with the parties' request for a determination of
these issues.

On Sept. 23, 2009, the Court issued a decision concluding that the
Agreement was not supported by consideration and was therefore not
enforceable as a contract pursuant to New York law.

After that decision, the parties returned to mediation.  However,
another impasse was reached with respect to (i) the appropriate
cost methodology for the parties to use to calculate GII's damage
claim against NYSDOT and (ii) (a) whether GII is entitled to
prejudgment interest and (b) from what date should prejudgment
interest begin to accrue.

After another multi-day trial, the Court issued a decision and a
separate order on Sept. 30, 2011, directing GII to calculate its
claim using a total cost methodology and awarding GII the right to
recover prejudgment interest.

A third trial is presently scheduled to commence in October 2012
to determine the actual value of GII's claims using the total cost
methodology and to resolve NYSDOT's counterclaims for recovery of
certain estimated payments made to GII.  NYSDOT filed the Motion
in connection with the upcoming trial on these issues.

                       About GII Industries

Headquartered in Whitestone, N.Y., Grace Industries Inc. nka GII
Industries, Inc., -- http://www.graceindustriesinc.com/--
specializes in asphalt manufacturing & paving, concrete paving;
airport, highway & bridge construction; electrical, interior and
exterior engineering and design; demolition, foundations, piling,
real estate, and roads, sewer and water main construction.  The
Company and its debtor-affiliate Grace Asphalt, Inc., filed for
chapter 11 protection on Dec. 6, 2004 (Bankr. E.D.N.Y. Case
Nos. 04-27013 and 04-27015).  Matthew G. Roseman, Esq., at
Cullen and Dykman Bleakley Platt LLP, represents the Debtors in
their restructuring.  Gordon Z. Novod, Esq., and P. Bradley
O'Neill, Esq., at Kramer Levin Naftalis & Frankel LLP, represent
the Official Committee of Unsecured Creditors.  When the
Debtors filed for protection from their creditors, they reported
$46 million in total assets and $30 million in total debts.
Grace appears to have emerged from chapter 11 in 2006 under the
terms of a confirmed chapter 11 plan.


HAWKER BEECHCRAFT: Files for Chapter 11 in New York for Debt Swap
-----------------------------------------------------------------
Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization Thursday in New York, having already negotiated
a plan that eliminates $2.5 billion in debt and $125 million of
annual cash interest expense.

The plan, to be filed by June 30, will give 81.9% of the new stock
to holders of $1.83 billion of secured debt, while 18.9% of the
new shares are for unsecured creditors.  The proposal has support
from 68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

Robert S. (Steve) Miller, CEO of Hawker Beechcraft said, "We are
pleased to have reached an agreement with our largest lenders and
bondholders on a solution to stabilize and improve our capital
structure.  In the last three years, the company has made
aggressive transformational changes in all operational functions,
and today's announcement represents the next step forward.
Restructuring our balance sheet and recapitalizing the company in
partnership with our debtholders will dramatically improve Hawker
Beechcraft's ability to compete in a rapidly changing
environment."

Some of the senior prepetition lenders are providing $400 million
in financing for the Chapter 11 effort.

The company's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

                        Road to Bankruptcy

The company blamed its bankruptcy on declining sales resulting
from the economic downturn in recent years.

"Since the onset of the global economic crisis, the Debtors have
taken a series of operational and financial measures in an attempt
to respond to changing market conditions and declining demand for
the Debtors' aircraft.  However, given the severity and prolonged
duration of the economic crisis, the Debtors have been unable to
maintain profitability through cost-cutting and self-help measures
alone.

Revenue of $2.34 billion in 2011 represented a 34% decline from
2008.  The Debtors delivered just 291 aircraft in 2011, compared
with 477 in 2008, 418 in 2009, and 318 in 2010.

Despite their best efforts, the Debtors can no longer afford to
maintain their current capital structure.

Earnings before interest, taxes, depreciation and amortization in
2011 was $53.8 million, after reporting EBITDA of $72.2 million in
2010, $127.3 million in 2009, and $338.6 million in 2008.  The
Debtors are levered 33x on a secured debt basis and 46x on a total
debt basis, based on 2011 EBITDA.

                  Prepetition Capital Structure

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.

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

Total debt for borrowed money is $2.38 billion, including $1.827
billion of obligations under a senior secured credit facility.
Unsecured debt for borrowed money consists of $409 million in
senior fixed-rate notes, $415.7 million in senior notes paying
interest with more debt, $308.3 million in senior subordinated
notes, and a $59.6 million facility with Export Development
Canada.

Other claims include pensions underfunded by $493 million.

The equity interests in Hawker Beechcraft, Inc., the direct or
indirect owner of all of the Debtors' subsidiaries are held 49%
each, by affiliates of GS Capital and Onex, with the remainder
owned by certain existing and former members of the Debtors'
management.

                       First Day Motions

Hawker Beechcraft and 17 debtor-affiliates on Friday obtained
approval of their first day motions from Judge James M. Peck.

Among the first-day motions granted, Hawker Beechcraft received
approval to continue to pay employees, and to pay all vendors and
suppliers in the ordinary course for goods and services delivered
after the commencement of the Chapter 11 case.  The company will
utilize a commitment for $400 million in Debtor-in-Possession
(DIP) financing, negotiated as part of the prearranged
restructuring, to meet these obligations.

The Debtors estimate that they have over 1,600 vendors to whom
they owe $225 million on account of goods or services provided
prior to the petition date. The Debtors sought, however, to pay
only up to $81 million, or approximately 35%, to their most
essential vendors and suppliers, approximately half of which is
owed on account of 11 U.S.C. Section 503(b)(9) Claims.

According to the PBGC, Hawker's pension plans are 56% funded, with
$769 million in assets to cover $1.4 billion in benefits.  With
respect to the Debtors' motion to continue operating their cash
management system in the ordinary course of business, the PBGC in
a court filing asked the Court to bar intercompany transfers
between the Debtors and their non-debtor affiliates and
subsidiaries.

                        The Chapter 11 Plan

The Debtors and holders of a significant majority of the Debtors'
secured bank debt and senior bond claims have agreed to a
restructuring term sheet and have executed a restructuring support
agreement.

According to the restructuring support agreement, the Debtors will
file a Plan that will give 81.9% of the new stock to holders of
$1.83 billion of secured debt.

The $780.9 million unsecured deficiency claims of secured lenders
are to participate in the pool of unsecured claims to share in
18.9% of the new equity.

The $308.3 million in subordinated debt will be allowed as an
allowed unsecured claim, and holders of these claims will share in
the new equity allocated for unsecured creditors.  However,
holders of the subordinated debt claims will turn over their
recovery to holders of senior notes.

Holders of existing equity interests won't receive anything.

Key deadlines agreed by the parties include:

   * The Debtors' disclosure statement and Chapter 11 plan of
     reorganization must be filed by June 30, 2012.

   * The adequacy of the information in the Disclosure Statement
     must be approved by Aug. 31, 2012.

   * The Plan must be confirmed by Nov. 15, 2012.

Bloomberg News notes that the $183 million in 8.5% senior
unsecured notes due 2015 last traded on April 30 for 9.86 cents on
the dollar, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority. The $302 million in
8.875% senior unsecured notes due 2015 traded Thursday for 16
cents, Trace said. The $145 million in 9.75% senior subordinated
notes traded on April 26 for 3.5 cents on the dollar, according to
Trace.

                     Terms of DIP Financing

Following a multi-week, competitive process, the Debtors have
obtained a commitment for a fully underwritten $400 million
debtor-in-possession financing facility from Credit Suisse AG,
Cayman Islands Branch, as administrative agent and collateral
agent, in such capacity, which is being financed by at least four
of the Debtors' prepetition lenders holding in the aggregate
approximately 66% of the obligations under the Debtors'
prepetition credit agreement.

The facility consists of $400 million in delayed-draw loans
on a superpriority, administrative claim and first priority
priming lien basis, a portion of which may be applied to provide
cash collateral for the issuance of letters of credit with an
aggregate maximum face amount of up to $75 million and cash
collateralized in an amount equal to 104% of the face amount
thereof.

The Debtors are requesting authority to access $300 million of the
DIP Facility on an interim basis pursuant to the Interim DIP
Order.  In addition, the Debtors are seeking authority to use the
Cash Collateral of their existing secured lenders to support the
Debtors' working capital needs throughout the Chapter 11 cases.

The DIP facility will expire Dec. 15, 2012, or earlier in an event
of default.

The PBGC is represented by:

      Merrill B. Stone, Esq.
      Benjamin D. Feder, Esq.
      Jennifer D. Raviele, Esq.
      KELLEY DRYE & WARREN LLP
      101 Park Avenue
      New York, NY 10178
      Telephone: (212) 808-7800

The ad hoc committee of Senior Secured Lenders is represented by:

      Richard G. Mason, Esq.
      Emily D. Johnson, Esq.
      WACHTELL, LIPTON, ROSEN & KATZ
      51 West 52nd Street
      New York, NY 10019
      Fax: (212) 403-2000

The ad hoc committee of Senior Notes is represented by:

      Gregory A. Bray, Esq.
      Cindy Chen Delano, Esq.
      MILBANK, TWEED, HADLEY & MCCLOY LLP
      1 Chase Manhattan Plaza
      New York, NY 10005
      Fax: (212) 530-5219

Deutsche Bank National Trust Company, the indenture trustee for
senior fixed rate notes and the senior PIK-election notes, is
represented by:

      Harold L. Kaplan, Esq.
      Mark F. Hebbeln, Esq.
      FOLEY & LARDNER LLP
      321 North Clark Street, Suite 2800
      Chicago, IL 60654
      Fax: (312) 832-4700


HAWKER BEECHCRAFT: Case Summary & 50 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hawker Beechcraft, Inc.
        aka Hawker Beechcraft Holding Corp.
            Hawker Beechcraft Corporation
        10511 East Central
        Wichita, KS 67206

Bankruptcy Case No.: 12-11873

Affiliates that simultaneously filed Chapter 11 petitions:

        Entity                                         Case No.
        ------                                         --------
Hawker Beechcraft, Inc.                                12-11873
Arkansas Aerospace, Inc.                               12-11874
Beech Aircraft Corporation                             12-11875
Beechcraft Aviation Company                            12-11876
Hawker Beechcraft Acquisition Company, LLC             12-11877
Hawker Beechcraft Corporation                          12-11878
Hawker Beechcraft Defense Company, LLC                 12-11879
Hawker Beechcraft Finance Corporation                  12-11880
Hawker Beechcraft Global Customer Support Corporation  12-11881
Hawker Beechcraft Holding, Inc.                        12-11882
Hawker Beechcraft International Delivery Corporation   12-11883
Hawker Beechcraft International Service Company        12-11884
Hawker Beechcraft International Holding LLC            12-11885
Hawker Beechcraft Notes Company                        12-11886
Hawker Beechcraft Quality Support Company              12-11887
Hawker Beechcraft Regional Offices, Inc.               12-11888
HBC, LLC                                               12-11889
Rapid Aircraft Parts Inventory and Distrib. Co., LLC   12-11890

Chapter 11 Petition Date: May 3, 2012

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

Judge: Stuart M. Bernstein

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

Debtors' Counsel: Paul M. Basta, Esq.
                  KIRKLAND & ELLIS, LLP
                  601 Lexington Avenue
                  New York, NY 10022
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900
                  E-mail: pbasta@kirkland.com

Debtors'
Investment
Banker:           PERELLA WEINBERG PARTNERS LP

Debtors'
Restructuring
Advisor:          ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtors'
Claims Agent:     EPIQ BANKRUPTCY SOLUTIONS LLC
                  http://dm.epiq11.com/HBC/Project#

Total Assets: $2.77 billion as of Dec. 31, 2011

Total Debts: $3.73 billion as of Dec. 31, 2011.

The petitions were signed by KJ Tjon, authorized signatory.

Consolidated List of the Debtors' 50 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Deutsche Bank National             Unsecured Notes    $318,300,000
Trust Company
Senior Pik Election Notes
222 South Riverside Plaza, 25th Floor
Chicago, IL 60606
Victoria Douyon ? Administrative Agent
E-mail: victoria.douyon@db.com

Deutsche Bank National             Unsecured Notes    $191,900,000
Trust Company
Senior Pik Election Notes
222 South Riverside Plaza, 25th Floor
Chicago, IL 60606
Victoria Douyon ? Administrative Agent
E-mail: victoria.douyon@db.com

Deutsche Bank National             Unsecured Notes    $153,400,000
Trust Company
Senior Pik Election Notes
222 South Riverside Plaza, 25th Floor
Chicago, IL 60606
Victoria Douyon ? Administrative Agent
E-mail: victoria.douyon@db.com

Export Development Canada          Unsecured Notes     $59,600,000
150 Slater
Ottawa, ON K1A 1K3
Canada

Rockwell Collins Inc.              Trade Payable       $21,578,703
400 Collins Road NE
Cedar Rapid, LA 82498

Honeywell International Inc.       Trade Payable       $12,271,215
111 S. 34Th Street
Phoenix, AZ 85034

Pt Lion Mentari                    Customer Deposit    $10,000,000
Lion Air Tower, 8Th Floor
Jln. Gajah Mada No. 7
Jakarta Pusat, 10130
Indonesia
Attn: Rusdi Kirana ? President Director
E-mail: Rusdi.Kirana@Lionair.Com.Sg

Nigerian Presidential Air Wing     Customer Deposit     $9,000,000
Nnamdi Azikiwe International Airport
Presidential Air Fleet
Abuja
Nigeria
Mr. Ma Yakubu ? Group Captain
Email: Maminuyana@Yahoo.Com

IBM Corp                           Trade Payable        $8,221,075
New Orchard Road
Armonk, NY 10504
Dave Miller ? Managing Partner,
Americas And Global
Industrial Sector
E-mail: David.E.Miller@Us.Ibm.Com

Perfectura Naval Argentina         Customer Deposit     $7,782,446
Aeropuerto Internatcional De San
Fernando
Hangar De Pna
Ruta 202 Esquina Balcarce
Buenos Aires, San Fernando, 1646
Argentina
Majo Lezama - Major
E-mail: Majo_Lezama@Aerobaires.Com.Ar

Airbus Operations Limited          Trade Payable        $7,591,839
1 Rond-Point Maurice Bellonte
31707 Blagnac Cedex
France
Soeren Fischer - Vice President
Diversification Programme
E-mail: Soeren.Fischer@Airbus.Com

Madis Management                   Customer Deposit     $7,000,000
Morgan And Morgan Building
Pasea Estate
P.O. Box 958
Road Town, Tortola,
Virgin Islands (British)
Mr. Vladimir Ann ? CEO
E-mail: Anvv1968@Mail.Ru

Aernnova Aerospace Mexico Sa De Cv Trade Payable        $6,656,419
Av Benito Juarez No109 Piq
Queretaro, 76220
Mexico
Inaki Lopez Gandasegui - CEO
E-mail: Luis.Perez@Aernnova.Com

Fuji Heavy Industries Ltd.         Trade Payable        $6,173,372
101011 Yonan
Utsunomiya Tochigi, 3208564
Japan
Shoichiro Tozuka ? Vice President
Email: Tozukas@Uae.Subaru-Fhi.Co.Jp

Flightsafety Services Corp         Trade Payable        $6,129,904
La Guardia Airport
Flushing, NY 11371

Avion Pacific Limited              Customer Deposit     $5,800,366
Room 1501, 15/F Wanchai
Commercial Building
194-204 Johnston Road
Wanchai
Hong Kong
Wu Zhendong ? Managing Director
E-mail: Bei@Avionpacific.Com

Labinal De Mexico                  Trade Payable        $5,484,664
12120 Esther Lama Dr
El Paso, TX 79936
Karen Bomba ? CEO
E-mail: Karen.Bomba@Us.Labinal.Com

Inter Aviation                     Customer Deposit     $5,000,000
1-3 Verii Street
3rd Floor - Et 3
Room 303, Sector 2
Bucharest, 20723
Romania
Ms. Olivia Ticleanu - Counsellor
Email: Olivia@Interagro.Ro

Corporate Aircraft S.A.            Customer Deposit     $4,922,165
Palazzo Del Sole
Roveredo, 6535
Switzerland
Email: T.Letourneur@Corporate-
Aircraft.Com

L3 Communications                  Trade Payable        $4,761,392
555 Inductrial Drive South
Madison, IL 39110
Donald Spetter - CEO
Email: Edi.Info@L-3Com.Com

Hawker Pacific Pty. Ltd.           Customer Deposit     $4,220,978
112 Airport Avenue
Bankstown Airport
Sydney, NSW, 2200
Australia
Tony Jones - Senior Vice President
E-mail: Tony.Jones@Hawkerpacific.Com

Genuine Parts Company              Customer Deposit     $4,000,000
2999 Circle 75 Parkway
Atlanta, GA 30339
Scott Smith - Senior Vice President
& Corporate Counsel
E-mail: Wbrown1945@Bellsouth.Net

IQ Navigator Inc.                  Trade Payable        $3,970,400
6465 Greenwood Plaza Boulevard, Suite 800
Centennial, CO 80111
Art Knapp - Evp Global Service Delivery
Email: Aknapp@Iqnavigator.Com

Messier Dowty Inc.                 Trade Payable        $3,933,968
574 Monarch Avenue
Ajax, ON L1S2GB
Canada

Lider Taxi Aero S.A. Air Brazil    Customer Deposit     $3,872,333
Av. Santa Rosa, 123
Pampulha
Belo Horizonte, Minas, 31270-750
Brazil
Eduardo Vaz - President
E-mail: Eduardo.Vaz@Lideraviacao.Com.Br

Netjets Middle East/Nasjets        Customer Deposit     $3,649,329
Po Box 305161
1St Floor Al Salam Center Prince
Muhammad Ibn Abdulaziz (Tahliya) Street
Olaya, Riyadh, 11361
Saudi Arabia
Attn: Mr. Salaiman Al Hamdan - CEO
E-mail: Salhamdan@Nasaviation.Com

Computer Sciences Corporation      Trade Payable        $3,557,136
1520 Hughes Way
Long Beach, CA 90810
Pete Wiese - Director
E-mail: Kwiese@Csc.Com

Martin Baker Aircraft Co Ltd.      Trade Payable        $3,386,542
Lower Road Higher Denham
Uxbridge, Middlesex, UB9 5AJ
United Kingdom

Cmc Electronics Inc.               Trade Payable        $3,244,410
600 Dr. Federik-Phillips Boulevard Ville
Saint-Laurent
Quebec, H4M259
Canada

Spirit Aerosystems Europe Limited  Trade Payable        $2,761,492
Glascow Prestwick Airport Prestwick
Ayrchire
Prestwick Ayrshire, Scotland, KA9 2RW
United Kingdom

Colentra Leasing Enterprises Ltd   Customer Deposit     $2,149,008
30 Karpenisiou
Nicosia, Cyprus
Mr. Viktor Lebed - Chairman
E-mail: Colentra@Spidernet.Com.Cy

Itochu Aviation Inc.               Customer Deposit     $2,102,685
Suite 2200, 222 N. Sepulveda
El Segundo, CA 90245
Claire Hanna - Sr. Manager
E-mail: Nobu@Iaj.Co.Jp

Be Aerospace Consumables           Trade Payable        $1,633,602
Management
9100 Northwest 105Th Circle
Miami, FL 33178
Wayne Exton - Group Vice President
E-mail: Wayne_Exton@Beaerospace.Com

Airviaggi San Raffaele S.R.1.      Customer Deposit     $1,530,000
Via Olgettina North 60
Milan, 20132
Italy

Fokker Elmo Bv                     Trade Payable        $1,523,251
Postbus 75
Hoogerheide, Noord-Holland, 4630 AB
Netherlands

Dassault Systemes Americas Corp    Trade Payable        $1,513,231
10330 David Taylor Rd
Charlotte, NC 28262
Bob Waddell
E-mail: Robert.Waddell@3Ds.Com

North Slope Borough                Customer Deposit     $1,504,851
P.O. Box 69
Barrow, AK 99723

Satyam Computer Services LTD       Trade Payable        $1,493,149
Unit-12, Plot No. 35/36
Hyderabad, Andhra Pradesh, 500 081
India

Global Parts Inc.                  Trade Payable        $1,475,531
901 Industrial Road
Augusta, KS 67010
Attn: Troy T. Palmer - CEO
E-mail: Roypalmer@Globalparts.Aero

The Highland Consulting Group Inc. Trade Payable        $1,343,533
933 South Talbot Street, Suite 15
Saint Michaels, MD 21663

Aviaservice International, N.V.    Customer Deposit     $1,328,830
Pareraweg 45
Americorp Building
Willemstad, Curacao,
Netherlands
Istvan (Steve) Von Fedak -
Executive Vice President
E-mail: Lvfedak@Gmail.Com

Hamilton Sundstrand Corporation    Trade Payable        $1,208,116
1 Hamilton Road
Windsor Lock, CT 6095

Am Castle & Co                     Trade Payable        $1,206,874
1420 Kensington Road, Suite 220
Oak Brook, IL 60523

Aircell Inc.                       Trade Payable        $1,179,695
1172 W. Century Drive
Louisville, CO 80027

Pilatus Aircraft Ltd.              Trade Payable        $1,174,024
P.O. Box 992
Stans, 6371
Switzerland
Attn: Oskar Bruendler - Senior Vice
President, Special Projects, Audit &
Compliance
E-mail: Obruendler@Pilatus-Aircraft.Com

CE Machine Co Inc.                 Trade Payable        $1,162,452
1741 S. Hoover Court
Wichita, KS 67209
Brian Eck - CEO
E-mail: Brian@Cemachine.Com

Air Routing Card Services LP       Trade Payable        $1,143,463
400 Collins Road NE
Cedar Rapid, LA 82498

Topstone Investment Corp           Customer Deposit     $1,031,650
Whitehall House - 238
North Church Street ? 3rd Floor
P.O. Box 1334-Ky-1-1108 George Town
Grand Cayman, Cayman Islands
Adriana Porto Dias
E-mail: Adrianadias@Hpd.Com.Br

Himalyaputra Aviation Limited      Customer Deposit     $1,000,000
Sector 128, District Gautam Budh
Nagar
Uttar Pradesh, 201304
India

Pension Benefit                    Pension Benefit    Unliquidated
Guarantee Corporation


HAWKER BEECHCRAFT: Bank Debt Trades at 33% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 67.29 cents-on-
the-dollar during the week ended Friday, May 4, 2012, an increase
of 3.57 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014, and
carries Moody's Caa3 rating and Standard & Poor's D rating.  The
loan is one of the biggest gainers and losers among 162 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Hawker Beechcraft

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

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

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

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates
$2.5 billion in debt and $125 million of annual cash interest
expense.


HAZLAHA, LLC: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hazlaha, LLC
        9975 Santa Monica Boulevard
        Beverly Hills, CA 90212

Bankruptcy Case No.: 12-25458

Chapter 11 Petition Date: May 1, 2012

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

Judge: Barry Russell

Debtor's Counsel: Brian L. Davidoff, Esq.
                  DAVIDOFF GOLD, LLP
                  1900 Avenue of the Stars, 20th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 201-7501
                  Fax: (310) 402-5026
                  E-mail: bdavidoff@davidoffgold.com

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

Estimated Debts: $0 to $50,000

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-25458.pdf

The petition was signed by Michal Dakar (aka Mimi Dakar), manager
and sole member.


HCA INC: S&P Rates $725MM Senior Secured Term Loan 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level rating
of 'BB' (two notches above the 'B+' corporate credit rating on the
company) to Nashville-based HCA Inc.'s $725 million senior secured
A-3 term loan due 2016. "We also assigned this debt a recovery
rating of '1', indicating our expectation of very high (90% to
100%) recovery in the event of a payment default," S&P said.

All issue-level and recovery ratings on the company's existing
debt issues remain unchanged, as does the 'B+' corporate credit
rating. The rating outlook is stable.

"The ratings on HCA reflect Standard & Poor's assessment of its
business risk profile as 'fair' and its financial risk profile as
'highly leveraged,' according to our criteria," said Standard &
Poor's credit analyst David Peknay. "The ratings also reflect our
expectation mid-single-digit organic growth rate driven by blended
rate increases under 3% and small increases in patient volume, and
no further significant acquisition activity beyond the recent
acquisition of the remaining interest in HCA-HealthONE LLC in
Denver."

"Our rating outlook on HCA is stable. HCA's recent earnings
weakness has been influenced by pricing pressure, adverse payor
mix shift, and still-increasing total uncompensated care. We
expect these industry difficulties to continue to pressure EBITDA
margins. We also expect the company to maintain its historically
aggressive, shareholder-friendly policies," S&P said.

"If HCA can sustain margins, keep bad debt expense relatively
controlled, and, most importantly, commit to an improvement in its
financial risk profile to aggressive from highly leveraged, we
could raise the rating," S&P said.

"However, because we believe any near-term improvement will be
temporary, we do not believe an upgrade is possible for the next
year, to give the company an opportunity to demonstrate such
commitment. Conversely, if HCA cannot overcome industry pressure
on earnings and cash flow, or if shareholder distributions become
excessive to the point that lease-adjusted debt to EBITDA climbs
well above 6x, we could consider a lower rating. We believe that,
without debt-financed shareholder activity, HCA's EBITDA margin
would have to fall about 350 basis points from recent levels for
leverage to increase this much. This would occur before any
concern about covenant compliance because of the large covenant
cushion," S&P said.


JEFFERSON COUNTY, AL: State Senate Approves Revival of Jobs Tax
---------------------------------------------------------------
Verna Gates at Reuters reports that the Alabama State Senate has
approved a bill allowing Jefferson County to revive a local jobs
tax that county officials say is central to working out its $4.27
billion bankruptcy case.

According to the report, the bill, which must also be approved by
the legislature's lower house and the governor, would allow any
county in Alabama seeking relief from creditors under Chapter 9 of
the U.S. Bankruptcy Code to levy and collect taxes.  The bill is
worth about $60 million a year to Jefferson County and passed in
Montgomery with a vote of 16 to 11, with one senator abstaining.

The report relates, in Alabama, the state constitution grants all
taxing authority to the state legislature.  Local state
legislators that have effective veto power over Jefferson County
legislation have been divided over how and whether to allow a
revenue fix.

The report notes an amendment reauthorizing the occupational tax
added a clause limiting the life of the levy to three years,
giving the county time to complete its bankruptcy.

The report adds the Distressed County Bill also allows local
officials unencumbered use of the collected taxes, unlike other
occupational tax bills that reserved some tax revenues for fixed
purposes or tied tax rates to sewer rates.

A new occupational tax would replace one struck down by the
Alabama Supreme Court last year.  The occupational tax provided
$66 million in revenue; its loss crippled the county's general
fund, causing it to default on payments for a general obligation
bond on April 2, according to the report.

The report says county officials have repeatedly said replacing
the tax was crucial for preparing a plan for repaying JPMorgan
Chase and other creditors that must be approved by a federal
judge.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Alabama legislature is moving bills forward that
would allow the state's Jefferson County to impose taxes on wages
and increase sales taxes.  A county commissioner has said that the
county can't reorganize without more revenue.  The county's
financial problems are partly the result of the state Supreme
Court's invalidation of a 25-year-old wage tax that generated one-
quarter of the county's revenue.  Only the state legislature has
power to give the county additional taxing authority.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


KIM'S PROVISION: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kim's Provision Co., Inc.
        Hunts Point Coop Market, Building G-2
        Bronx, NY 10474

Bankruptcy Case No.: 12-11820

Chapter 11 Petition Date: May 1, 2012

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

Judge: Stuart M. Bernstein

Debtor's Counsel: Sangwon D. Sohn, Esq.
                  SANGWON D. SOHN, ATTORNEY AT LAW
                  2071 Lemoine Avenue, Suite 301
                  Fort Lee, NJ 07024-6007
                  Tel: (201) 947-5225
                  Fax: (201) 947-5355
                  E-mail: SWDSohn@Gmail.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-11820.pdf

The petition was signed by Ki Kim, president.


KUNKEL REAL ESTATE: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Kunkel Real Estate Investments LLC
        311 Golf Rd., Suite 100
        West Palm Beach, FL 33407

Bankruptcy Case No.: 12-20893

Chapter 11 Petition Date: May 1, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Joshua T Hauserman, Esq.
                  HARRINGTON LAW ASSOCIATES, PLLC
                  100 S Olive Ave.
                  West Palm Beach, FL 33401
                  Tel: (561) 253-6690
                  Fax: (561) 429- 8488
                  E-mail: joshua@myhlaw.com

Scheduled Assets: $867,971

Scheduled Liabilities: $2,070,733

A copy of the Company's list of its 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb12-20893.pdf

The petition was signed by Susan M. Kunkel, managing member.


LAKELAND DEVELOPMENT: Files for Chapter 11 in Los Angeles
---------------------------------------------------------
Lakeland Development Company filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-25842) in Los Angeles on May 4.

According to the case docket, the schedules of assets and
liabilities, the statement of financial affairs and other
incomplete filings are due May 18, 2012.

The Debtor has filed a motion to use cash collateral and an
emergency motion to pay prepetition wages and benefits.

Lakeland is a privately held subsidiary in a family of companies
headed by Energy Merchant Corp.  Lakeland Processing Company is a
sister company of Lakeland.  Lakeland has 19 employees engaged in
the rendition of services in a waste water reclamation facility
located on its real property. Lakeland changed its name from Cenco
Refining Company in June 2004.

Lakeland owns the real property located at 12345 Lakeland Road,
Santa Fe Springs, California 90670.  The real property is composed
of ten parcels totaling approximately 55 acres forming a
rectangular tract bounded by Lakeland Avenue, Florence Avenue and
Bloomfield Avenue, and abutting a tract owned by others which runs
along Norwalk Boulevard.

Michael Egner explains in a bankruptcy court filing that the
Debtor's property had been used as an oil refinery commencing in
the 1930's and as a general disposal repository for the petroleum
industry from 1949 through at least 1964.  Chemicals of
significant environmental concern were discovered at the site, and
a suit was brought by the Community Development Commission of the
City of Santa Fe Springs in the Los Angeles Superior Court, Case
No. VC 03890 which ultimately led to the issuance of an injunction
requiring the remediation of the contaminants on/in the property
in accordance with the Water Board's Order.  That injunction
remains in effect.

In addition, the Environmental Protection Agency commenced an
action in the United States District Court for the Central
District of California, Western Division, seeking reimbursement of
certain fees, costs, and expenses and the assessment of certain
penalties in connection with the environmental issues surrounding
the property.  A Consent Decree was entered in 2008, and that
judgment was recorded thereby encumbering the property.  The
Debtor has been working with the EPA, the City of Santa Fe
Springs, and the various authorities of the State of California to
develop the methods and means of remediating the property.  These
authorities have not pressed forward with the remedies available
to them because they are satisfied that the Debtor is working hard
and effectively to fulfill its duties.  The Option Agreement with
Western is designed to provide the funding for the clean up which
will start shortly after funding is received.


LEHMAN BROTHERS: Monday Properties to Manage 237 Park Ave.
---------------------------------------------------------
Lehman Brothers Holdings Inc. appointed Monday Properties as the
managing agent for its 21-storey office building located at 237
Park Avenue in New York, according to an April 30 report by
Citybizlist Real Estate.

Lehman's appointment of Monday Properties comes after the company
obtained full ownership and control of the property early last
month.

237 Park Avenue is a building "we are very familiar with as a
prior owner and managing agent," Citybizlist quoted Anthony
Westreich, chief executive officer of Monday Properties, as
saying.

Monday Properties served as managing agent for 237 Park from 1999
to 2009.  In 2003, it bought the property and leased over 325,000
square feet. In turn, Monday Properties recapitalized the asset
in 2005 with Beacon Capital Partners.

The Monday-Beacon venture sold 237 Park Avenue to Broadway
Partners in May 2007. Monday Properties remained the managing
agent until 2009, according to the report.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Claims Totaling $6.4-Bil. Traded in March
----------------------------------------------------------
Almost a thousand claims against Lehman Brothers Holdings Inc.
totaling about $6.5 billion were traded in March 2012.  Among the
claims traded in March were:

Claimant                                Claim No.  Claim Amount
--------                                ---------  ------------
Banca Monte dei Paschi di Siena S.p.A.      56130  $163,061,881
Chase Lincoln First Commercial Corporation  27553   110,479,860
Goldman Sachs Bank USA                      28099   100,000,000
Goldman Sachs International                 28104   100,000,000
Deutsche Bank AG, London Branch             59006   120,489,700
Deutsche Bank AG, London Branch             58233   109,158,566
Deutsche Bank AG, London Branch             58233   113,289,019
Goldman Sachs Lending Partners LLC          15921   459,325,000
Lehman Brothers International (Europe)      62783   150,177,083

An April 5, 2012, report prepared by Second Market showed that the
claims trading market closed the first quarter on a high note.
The aggregate dollar amount of transfers topped $6.2 billion, an
88% increase from February, the report said.

In February, more than 600 claims were traded during the month,
with an aggregate amount totaling more than $3.6 billion.  Lehman
continues to be the top player in the claims trading market both
in terms of dollar amount of claims traded and the volume of
claims traded.


LEHMAN BROTHERS: New Docs Reveal Huge Pre-Bankruptcy Pay to Execs
-----------------------------------------------------------------
New documents filed in Lehman Brothers' bankruptcy case reveal the
extraordinary compensation bestowed on 50 of the bank's highest-
paid employees in the years leading to its demise in September
2008, Peter Lattman of The New York Times reported on April 27.

According to the documents, Robert Millard, head of Lehman's
proprietary trading operations -- the group that traded the bank's
own money -- was in line to make $51.3 million in 2007, making him
the highest-paid employee on a list of the top-50 paid employees
that year.  The list shows that he was paid $44.5 million in 2006
and $3.8 million in 2005, the document said, the NY Times
reported.  Mr. Millard now runs Realm Partners, a hedge fund in
New York, the NY Times noted.

The report also disclosed that the second highest Lehman employee
was Marvin Schwartz, the low-profile, legendary money manager at
Lehman's Neuberger Berman unit.  He was paid $31.2 million in
2007, $27 million the year before and $14.8 million in 2005, the
documents revealed.  Mr. Schwartz is still at Neuberger, which
spun out of Lehman and is now an independent, privately held
company, the NY Times disclosed.

The third highest-paid Lehman employee in 2007 was Jonathan
Hoffman, who is listed as trading "global rates," which is
trading in government bonds and more complex instruments
including derivatives tied to interest rates, the NY Times
reported.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEVEL 3: Lowers Net Loss to $138 Million Net Loss in Q1
-------------------------------------------------------
Level 3 Communications, Inc., reported a net loss of $138 million
on $1.58 billion of revenue for the three months ended March 31,
2012, compared with a net loss of $205 million on $914 million of
revenue for the same period during the prior year.

The Company reported a net loss of $756 million in 2011, a net
loss of $622 million in 2010, and a net loss of $618 million in
2009.

The Company's balance sheet at March 31, 2012, showed
$13.07 billion in total assets, $11.76 billion in total
liabilities, and $1.31 billion in stockholders' equity.

"We made good progress on integration this quarter, while
delivering growth in revenue and Adjusted EBITDA," said James Q.
Crowe, CEO of Level 3.  With our continued focus on customer
experience and the strong demand we see in the market, we believe
we are well-positioned for continued growth."

As of March 31, 2012, the company had cash of approximately $748
million.

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

                        http://is.gd/MoP0u8

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

                           *     *     *

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.

As reported by the TCR on April 2, 2012, Fitch Ratings upgraded
Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on
Oct. 4, 2011, and assigned a Positive Outlook.  The rating action
followed LVLT's announcement that the company closed on its
previously announced agreement to acquire Global Crossing Limited
(GLBC) in a tax-free, stock-for-stock transaction.


LIBERTY MUTUAL: Fitch Retains Junior Sub. Notes Ratings at 'BB'
---------------------------------------------------------------
Fitch Ratings has affirmed Liberty Mutual Group Inc.'s (LMG)
Issuer Default Rating (IDR) at 'BBB' and LMG's operating
subsidiaries' (collectively referred to as Liberty Mutual) Insurer
Financial Strength (IFS) ratings at 'A-' with a Positive Outlook.
Additionally, Fitch has assigned a 'BBB-' debt rating to LMG's two
new debt issuances that total $1 billion.

The affirmation of Liberty Mutual's operating subsidiary ratings
are based on the company's established and sustainable positions
in its chosen markets, benefits derived from the company's
multiple distribution channels, improved core underwriting
earnings, and good liquidity profile.  Fitch also recognizes
Liberty Mutual's moderately improved capital position and notes
that recent accident year reserve estimates continue to develop
favorably.

For the three months ended March 31, 2012, Liberty reported a GAAP
combined ratio of 100.9% that was negatively affected from natural
catastrophe losses by 4.4 percentage points.  LMG's net earnings
were $459 million for the first three months of 2012, or a 26%
improvement over the prior year primarily attributable to lower
catastrophes and higher premiums.

Over the past several years, LMG has gradually reduced the
unfavorable margin between its underwriting results and those of
its peers.  LMG's commercial multi-line peers have utilized larger
amounts of reserve releases than LMG in recent years, which has
served to benefit its reported calendar-year results.  LMG's
accident-year underwriting results, excluding reserve development
have improved relative to peers.

Fitch believes that Liberty Mutual's capital position provides an
adequate cushion against the operational and financial risks the
company faces.  At March 31, 2012, LMG's annualized ratio of GAAP
net written premium to equity was considerably higher than peers
at 1.8x; however, during the first three months of 2011, LMG's
shareholder's equity increased by 3.5% to $18.5 billion from $17.9
billion at Dec. 31, 2011.

On April 18, 2012, Liberty announced a tender offer for LMG's
10.75% Series C Junior Subordinated Notes due 2088 and Liberty
Mutual Insurance Company's (LMIC) 7.697% Surplus Notes due 2097.
The company made a second cash tender offer to purchase LMG's
5.75% Senior Notes due 2014 and its 7.3% Senior Notes due 2014.
These tender offers are expected to expire in the next few weeks.

In connection with the tender offer LMG issued two new debt
securities: a 10-year 5% $500 million and a 30-year 6.5% $500
million offering.  The proceeds of the offering are intended to be
used to fund the tender offer primarily and for general corporate
purposes secondarily.

Fitch notes Liberty Mutual's financial leverage as of March 31,
2012 was 26.7% and on a tangible basis was 34.2%.  The additional
$1 billion in debt, assuming no tender offers are accepted, would
increase Liberty's financial and tangible financial leverage to
approximately 30% and 38%, respectively, on a pro forma March 31,
2012 basis.  Liberty has indicated that response for the tender
offer appears strong initially and thus Fitch estimates financial
leverage will likely move to approximately 27%.

Fitch notes that this tender offer has the potential for several
favorable credit results to occur, primarily lower interest
expense and a reduction in near-term debt maturities.  However,
increases in financial leverage have to be analyzed more
vigorously for Liberty given the decreased financial flexibility
from being a mutual company.  It is important to analyze the
company holistically; consequently, Fitch looks for better debt
servicing metrics to compensate for the reduced financial
flexibility.

Key rating triggers that could lead to an upgrade include:

  -- Improved performance in underwriting results with a combined
     ratio of approximately 100%;

  -- Operating leverage below 1.80x;

  -- Financial leverage below 25%.

Key rating triggers that could lead to downward rating pressure
include:

  -- A return to accident year underwriting results that trail
     large multi-line peers by a wide margin of 10 points on the
     combined ratio;

  -- Material weakening in the company's current reserve position,
     as measured by a return to a period of multiple years of
     material unfavorable reserve development;

  -- Another large acquisition in the near term, especially if the
     balance sheet was weakened through increased financial
     leverage.

Fitch has affirmed the following ratings with a Positive Outlook:

Liberty Mutual Group, Inc.

  -- IDR at 'BBB';
  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2';
  -- $187 million 7.25% notes due 2012 at 'BBB-';
  -- $260 million 8% notes due 2013 at 'BBB-';
  -- $200 million 7.3% notes due 2014 at 'BBB-';
  -- $500 million 5.75% notes due 2014 at 'BBB-';
  -- $249 million 6.7% notes due 2016 at 'BBB-';
  -- $3 million 7.625% notes due 2028 at 'BBB-';
  -- $231 million 7% notes due 2034 at 'BBB-';
  -- $471 million 6.5% notes due 2035 at 'BBB-';
  -- $19 million 7.5% notes due 2036 at 'BBB-';
  -- 600 million 5.0% notes due 2021 at 'BBB-';
  -- $300 million 7% junior subordinated notes due 2067 at 'BB';
  -- $700 million 7.8% junior subordinated notes due 2087 at 'BB';
  -- $942 million 10.75% junior subordinated notes due 2088 at
     'BB'.

Fitch has rated the following issuances of Liberty Mutual Group,
Inc.:

  -- $500 million 4.95% notes due 2022 'BBB-';
  -- $500 million 6.5% notes due 2042 'BBB-';

Liberty Mutual Insurance Co.

  -- IDR at 'BBB+';
  -- $140 million 8.5% surplus notes due 2025 'BBB';
  -- $227 million 7.875% surplus notes due 2026 'BBB';
  -- $435 million 7.697% surplus notes due 2097 'BBB'.

Ohio Casualty Corporation

  -- IDR 'BBB';
  -- $20.4 million 7.3% notes due 2014 'BBB-'.

Safeco Corporation

  -- IDR 'BBB';
  -- $16.7 million 7.25% notes due 2012 'BBB-'.

Fitch has affirmed the 'A-' IFS ratings with a Positive Outlook
for the following members of Liberty Mutual Inter-company
Insurance Pool (LMIC Pool):

  -- Liberty Mutual Insurance Company
  -- Liberty Mutual Fire Insurance Company
  -- Employers Insurance Company of Wausau
  -- Liberty Insurance Corporation
  -- Wausau Business Insurance Company
  -- Wausau Underwriters Insurance Company
  -- LM Insurance Corporation
  -- The First Liberty Insurance Corporation
  -- LM General Insurance Company
  -- Liberty Mutual Personal Insurance Company
  -- Liberty Personal Insurance Company
  -- Liberty Lloyds of Texas Insurance Company
  -- Liberty Surplus Insurance Corporation
  -- Wausau General Insurance Company
  -- Liberty Mutual Mid-Atlantic Insurance Company
  -- Insurance Company of Illinois

Fitch has affirmed the 'A-' IFS ratings of the following ratings
with a Positive Outlook for the following companies that
participate in a 100% quota share with the LMIC Pool:

  -- Liberty County Mutual Insurance Company
  -- LM Property and Casualty Insurance Company
  -- Bridgefield Casualty Insurance Company
  -- Bridgefield Employers Insurance Company
  -- Liberty Insurance Underwriters Inc.

Fitch has affirmed the 'A-' IFS ratings of the following ratings
with a Positive Outlook for the following members of Peerless
Insurance Inter-company Insurance Pool (Peerless Pool):

  -- Peerless Insurance Company
  -- Peerless Indemnity Insurance Company
  -- America First Insurance Company
  -- America First Lloyd's Insurance Company
  -- Colorado Casualty Ins. Company
  -- Consolidated Insurance Company
  -- Excelsior Insurance Company
  -- Golden Eagle Ins. Corporation
  -- Hawkeye-Security Insurance Company
  -- Indiana Insurance Company
  -- Mid-America Fire & Casualty
  -- The Midwestern Indemnity Company
  -- Montgomery Mutual Insurance Company
  -- The Netherlands Insurance Company
  -- National Insurance Association
  -- The Ohio Casualty Insurance Company
  -- West American Insurance Company
  -- American Fire and Casualty Company
  -- Ohio Security Insurance Company
  -- Safeco Insurance Company of Illinois
  -- American Economy Insurance Company
  -- American States Insurance Company
  -- American States Preferred Insurance Company
  -- Safeco Insurance Company of Indiana
  -- Safeco National Insurance Company
  -- Safeco Insurance Company of Oregon
  -- American States Lloyds Insurance Company
  -- Safeco Lloyds Insurance Company
  -- First National Insurance Company of America
  -- General Insurance Company of America
  -- Safeco Insurance Company of America
  -- Safeco Surplus Lines Insurance Company
  -- American States Insurance Company of Texas

Fitch has affirmed the 'A-' IFS ratings of the following ratings
with a Positive Outlook for the following companies that
participate in a 100% quota share with the Peerless Pool:

  -- Liberty Northwest Insurance Company
  -- North Pacific Insurance Company
  -- Oregon Automobile Insurance Company


LIGHTS & SIGNALS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lights & Signals, Inc.
        aka LSI, Inc.
        9827 Stowaway Cove
        Fort Wayne, IN 46835

Bankruptcy Case No.: 12-11511

Chapter 11 Petition Date: May 1, 2012

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Sarah Mustard Heil, Esq.
                  Scot T. Skekloff, Esq.
                  SKEKLOFF, ADELSPERGER & KLEVEN, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137
                  E-mail: djs@sak-law.com
                          sheil@sak-law.com
                          sts@sak-law.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/innb12-11511.pdf

The petition was signed by Rosalie Waldrop, president.


LIGHTSQUARED INC: Lenders Agree to Another One-Week Extension
-------------------------------------------------------------
Dow Jones Newswires' Greg Bensinger and The Wall Street Journal's
Mike Spector report that people familiar with the matter said
lenders to Philip Falcone's LightSquared Inc. agreed to give the
Company another one-week extension when a waiver on debt-term
violations expires Monday, May 7, 2012.

The sources said the two sides are discussing ways to restructure
LightSquared in a way that could eventually give the lenders
equity in the company.  The sources added the lenders want to
participate in any upside should LightSquared end up tackling its
problems and become successful.

The report notes the extension is the second since the waiver
expired April 30 and would give Mr. Falcone extra time to consider
a tentative proposal to have him eventually give up his board seat
and at some point take a less public role in the company's efforts
to build out a nationwide high-speed mobile broadband network.

If the hedge-fund manager cannot reach an agreement with lenders,
he has said he may seek bankruptcy protection for LightSquared.

According to the report, a person familiar with the matter said
the extension could be the final reprieve before Mr. Falcone and
LightSquared's lenders either reach a deal or face off in
bankruptcy court.

The report relates the lenders have continued to propose so-called
"bankruptcy-remote" measures that would make it difficult for
LightSquared to seek Chapter 11 protection at a later date, the
people said.  One of the proposals is to have Mr. Falcone be held
personally liable should it be found he caused or influenced a
decision by the company to seek bankruptcy protection at a later
date, the people said. That liability would involve Mr. Falcone
essentially writing a $1.7 billion check to pay back the lenders'
debt, the people said.

According to the report, people close to Mr. Falcone said he
wouldn't agree to such a term if he's no longer on LightSquared's
board or making any key decisions for the company.


M/I HOMES: Moody's Rates $25MM Add-On Sr. Unsecured Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to $25 million of
8.625% add-on senior unsecured notes due 2018 issued by M/I Homes,
Inc. In a related action, Moody's affirmed the company's B3
corporate family and probability of default ratings, as well as
the Caa1 rating on the existing senior unsecured notes and the
Caa3 rating on the company's Series A preferred shares. Proceeds
of the note offering are expected to be used to enhance liquidity
and for general corporate purposes.

The following ratings were affected by this action:

Corporate family rating affirmed at B3

Probability of default rating affirmed at B3

Proposed $25 million add-on 8.625% senior unsecured notes due
November 2018 rated Caa1 (LGD4, 66%)

Existing $200 million 8.625% senior unsecured notes due November
2018 affirmed at Caa1 (LGD4, 66%) versus Caa1 (LGD4, 60%)

Ratings Rationale

The B3 corporate family rating reflects weakness in many of M/I
Homes' key credits metrics, including interest coverage and return
on assets, and Moody's expectation that these metrics will remain
weak through 2012 until conditions in the homebuilding industry
improve. Additionally, free-cash-flow to debt will likely remain
negative, unless the company reduces its land spend.

At the same time, the company's corporate family rating is
supported by its relatively modest adjusted debt-to-capitalization
ratio relative to its similarly-rated peers, although this ratio
has recently weakened due to the 2010 debt issuance. In addition,
the rating acknowledges M/I Homes' conservative and disciplined
operating strategy, which has helped the company stay relatively
clear of significant off-balance sheet obligations and long land
positions.

The stable outlook reflects Moody's expectation that M/I Homes
will maintain its conservative approach and disciplined operating
strategy while maintaining a satisfactory liquidity profile.
Moody's believes, however, that the prospects for returning to
profitability over the next 12 to 18 months may be limited.

The ratings could be lowered if the company's liquidity
deteriorated, earnings turned increasingly negative, the size of
its impairment charges increased materially, or adjusted debt
leverage increased to higher than 65%.

The ratings could be raised if the company augmented its liquidity
position, sustainably restored profitability, and held adjusted
gross debt leverage below 55%.

The principal methodology used in rating M/I Homes was the Global
Homebuilding Industry Methodology published in March 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.

Headquartered in Columbus, Ohio, and begun in 1976, M/I Homes,
Inc. sells homes under the trade names M/I Homes, Showcase Homes,
Tristone Homes and Triumph Homes, with homebuilding operations
located in Columbus and Cincinnati, Ohio; Indianapolis, Indiana;
Chicago, Illinois; Tampa and Orlando, Florida; Charlotte and
Raleigh, North Carolina; the Virginia and Maryland suburbs of
Washington, D.C; and Houston and San Antonio, Texas. Homebuilding
revenues and consolidated net income for the twelve months ended
March 31, 2012 were approximately $576 million and ($20) million,
respectively.


M/I HOMES: S&P Keeps B- CCR, Negative Outlook on $25MM Add-on Note
------------------------------------------------------------------
Standard & Poor's Ratings Services' ratings and outlook on
Columbus, Ohio-based M/I Homes Inc. (B-/Negative/--) remain
unchanged following the company's recent $25.0 million
senior unsecured note add-on. "The recovery rating on the notes is
'4' and reflects our expectation for an average recovery (30%-50%)
in the event of a default. Following the add-on, the company will
have $225.0 million 8.625% senior unsecured due notes maturing on
Nov. 15, 2018," S&P said.

"We expect M/I Homes to use proceeds from the add-on to bolster
liquidity. As of March 31, 2012, the company had $67.0 million
cash and cash equivalents and $48.5 million borrowing availability
on a $140.0 million secured revolving credit facility, which had
$18.3 million letters of credit outstanding and matures on Dec.
31, 2014. On April 2, 2012, M/I Homes used some of its liquidity
to pay off $41.4 million 6.875% senior unsecured notes that came
due. Other than letters of credit outstanding, the company has no
debt maturities until 2018," S&P said.

RATING LIST

M/Homes Inc.
Corporate credit rating          B-/Negative/--

New rating

M/Homes Inc.
8.625% $25.0 million
  senior unsecured note add-on    B-
Recovery rating                  4


MARIANA RETIREMENT FUND: Demands Names of Objecting Creditors
-------------------------------------------------------------
Northern Mariana Islands Retirement Fund is demanding that Jane
Roe and Doe John, the two anonymous pensioners who sought
dismissal of the Fund's bankruptcy petition, identify themselves
as a condition to having their dismissal motion heard on June 1.

The two pensioners contend that the fund isn't eligible for
bankruptcy because it isn't a "person" as defined in the
Bankruptcy Code.  Instead, it's an agency of the Commonwealth of
the Northern Mariana Islands.  As an arm of the government, it
can't be in bankruptcy, the creditors contend.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the fund responded during a court hearing on other
matters by demanding under a bankruptcy rule to know the
identities of Doe and Roe.  The fund said there are "legitimate
questions" about whether Doe and Roe's lawyers represent anyone
who is actually a creditor.  The fund noted in a court filing that
two other judges concluded that Roe and Doe have no need for
anonymity.  The fund wants the bankruptcy judge to rule before the
June 1 hearing whether Roe and Doe can press for dismissal without
identifying themselves.  The lawyers for Doe and Roe contend they
are class representatives who aren't required to comply with the
bankruptcy rule.

Mr. Rochelle notes that if the judge decides they must disclose
their identities and they don't, he has power under the rule to
throw out the motion to dismiss.

Assuming the hearing goes ahead, it will start at 1:30 p.m.
Honolulu time on May 31 and 9:30 a.m. on June 1 in Saipan.

Ferdie de la Torre at Saipan Tribune reports that the Fund,
through counsel Jeremy B. Coffey, Esq., wrote a letter on May 2 to
Chief Bankruptcy Judge Robert J. Faris of the U.S. Bankruptcy
Court for the District of Hawaii, who is handling the case,
seeking clarification regarding disclosures of the unnamed
retirees' identities.  Mr. Coffey said the Fund believes there are
questions whether attorney Bruce Jorgensen, Esq., as the unnamed
retirees' counsel, in fact represents these creditors and whether
he represents parties in interest under the Bankruptcy Code.

According to the Saipan Tribune, Margery Bronster, Esq., in a
letter to Mr. Coffey dated April 26, 2012, stated that their
clients (the unnamed retirees) are believed to be in the same
situation as other retiree beneficiaries of the Fund in a pending
federal court class action.  Mr. Bronster said that because these
unnamed creditors only represent other creditors in the bankruptcy
case in their status as "class representatives," they were not
required to file the disclosures required by Fed.R.Bankr.P. 2019.

                     About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.


MEDIA GENERAL: Files Form 10-Q; Incurs $34.3MM Net Loss in Q1
-------------------------------------------------------------
Media General, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $34.42 million on $149.51 million of total revenues for the
three months ended March 25, 2012, compared with a net loss of
$25.80 million on $148.94 million of total revenues for the three
months ended March 27, 2011.

The Company's balance sheet at March 25, 2012, showed $1.04
billion in total assets, $1.04 billion in total liabilities, and
$17,000 in total stockholders' equity.

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

                        http://is.gd/OC4l8G

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

The Company reported a net loss of $74.32 million for the fiscal
year ended Dec. 25, 2011, a net loss of $22.64 million for the
fiscal year ended Dec. 26, 2010, and a net loss of $35.76 million
for the fiscal year ended Dec. 27, 2009.

                           *     *     *

As reported by the TCR on April 12, 2012, Moody's Investors
Service downgraded, among other things, Media General, Inc.'s
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.


MERCED FALLS: Disclosure Statement Gets Court's Approval
--------------------------------------------------------
The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the
Eastern District of California has approved the joint disclosure
statement explaining the Chapter 11 Plan dated March 30, 2012,
that was co-proposed by debtor Merced Falls Ranch LLC and lender
American AgCredit, FLCA.

The confirmation hearing of the Plan is set for June 14, 2012, at
9:00 a.m.

The Disclosure Statement states that the Debtor and ACC reached an
agreement on a consensual Joint Plan with these terms, among other
things: (i) the Debtor stipulates to a valid and fixed amount owed
to AAC as of the Petition Date ($12,509,567), plus certain accrues
expenses and fees; (ii) interest accrues at 9.75% from the
Petition Date on the AAC claim; and (iii) non-insider Class 4
unsecured claims are to be paid in full plus interest at 9.75% by
Dec. 31, 2012.

                        About Merced Falls

Merced Falls Ranch LLC filed a Chapter 11 petition (Bankr. E.D.
Calif. Case No. 11-19212) on Aug. 16, 2011, in Fresno, California.
The Debtor disclosed assets of $100 million to $500 million and
debts of $10 million to $50 million.  Judge W. Richard Lee
presides over the case.  Walter & Wilhelm Law Group serves as the
Debtor's bankruptcy counsel.  Cappello and Noel LLP acts as
special litigation counsel.  Atherton & Associates acts as
accountants.  The petition was signed by Stephen W. Sloan, the
Debtor's member.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Merced Falls Ranch LLC
because an insufficient number of persons holding unsecured claims
against the Debtor have expressed interest in serving on a
committee.


MF GLOBAL: SIPA Trustee to Distribute $685-Mil. to Customers
------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York issued an opinion and entered an order
granting the motion filed by James W. Giddens, the trustee for
the liquidation of MF Global Inc. under the Securities Investor
Protection Act, for an interim distribution of approximately $685
million for finalized commodity futures customer claims.

The SIPA Trustee has received Court approval to distribute on a
pro rata basis to customers with allowed claims of:

  (i) up to $600 million of customer property held as segregated
      by MFGI for its former commodities futures customers who
      traded on US exchanges pursuant to Section 4d of the
      Commodity Exchange Act;

(ii) up to $50 million of customer property associated with
      commodity transactions in foreign markets pursuant to Part
      30.7 of Title 17 of the Electronic Code of Federal
      Regulations; and

(iii) up to $35 million of customer property to a domestic
      delivery class, which the SIPA Trustee has identified as
      consisting of physical customer property that has been or
      will be reduced to cash in any manner.

The distributions will be in addition to the more than $4 billion
in Section 4d funds and delivery class funds that have already
been distributed.

All objections to the SIPA Trustee's Motion that have not been
withdrawn, waived, or settled, and all reservation of rights
included therein, are overruled on the merits or otherwise
resolved for the reasons set forth in the Memorandum Opinion,
Judge Glenn ruled.

In a 22-page opinion, Judge Glenn found that Delivery Credits,
Delivery Debits, and Frozen Proceeds properly belong in the
Delivery Class, pursuant to Part 190 of the Electronic Code of
Federal Regulations, along with Physical Customer Property,
despite the effect that they may have on the shortfall of that
class.  To the extent that Delivery Credits, Delivery Debits and
Frozen Proceeds were not identified on the books and records of
MFGI as related to the delivery of Physical Customer Property or
exercise of the related contracts, the SIPA Trustee has properly
classified this category of property, Judge Glenn determined.

Judge Glenn further determined that there is no requirement in
the applicable statutes or regulations that Delivery Credits and
Frozen Funds be segregated.  MFGI's failure to segregate this
property does not exclude it from the definition of "specifically
identifiable property" under Part 190.01 Regulations, the
bankruptcy judge opined.

During the hearing, Patrick O'Malley, Matthew Johnson and Michael
Dokupil argued that Part 1.21 of the Electronic Code of Federal
Regulations mandates that trading proceeds not required to be
segregated be allocated across customer classes rather than
allocated to a single customer class.  Because that argument was
not contained in the O'Malley objection, the Court allowed
counsel to file a sur-reply limited to the impact of Section
1.21.  The Court found that the sur-reply improperly raises new
and untimely arguments.  The Court also concluded that Section
1.21 is inapplicable to the issues.

         Assignment and Release of Claims Controversy

An issue arose with respect to the SIPA Trustee's requiring
claimants to release their claims against the MFGI estate and
assign their claims third parties to the SIPA Trustee before
receiving payment of their allowed claims.

"Without seeking Court approval or disclosing the condition, the
SIPA Trustee required claimants to sign a 'Declaration, Release
and Assignment' form before receiving any distribution of allowed
net equity claims," Judge Glenn opined.

As of April 24, 2012, the SIPA Trustee has sent individual claim
determination letters to more than 21,000 claimants and has
received in excess of 7,500 executed DRAs in response.  Only the
numerous objections filed by claimants brought this issue the
Court's attention, Judge Glenn said.

Neither the Claims Process Order nor any of the Bulk Transfer
Orders provided for any release or assignment agreement; nor did
any of the Bulk Transfer Orders provided for any release or
assignment agreement; nor did the Claim Distribution Motion seek
approval of a mandatory release and assignment agreement, Judge
Glenn held.  The bankruptcy judge held that the SIPA Trustee did
not provide any legal authority for requiring commodities
customers to assign the customers' claims against third parties
to the SIPA Trustee.

In an attempt to resolve objection relating to assignment and
release of claims, the SIPA Trustee and certain former customers
of MFGI who objected to the assignment and release provisions of
the DRAs previously entered into a stipulation.  Under the
stipulation, the parties agree that the DRA will be limited to
releasing claims for actual payments or distributions to a
Customer only to the extent of funds such Customer actually
receives from the SIPA Trustee in connection with the MFGI
Liquidation.  The DRA will also not release any claims against
any current or former employee, officer, or director of MF Global
Holdings, Ltd., or any of its subsidiaries or affiliates,
including MFGI, except with respect to any work performed by such
employee, officer, or director in connection with the MFGI
Liquidation under the supervision of the SIPA Trustee.

Paradigm Global Fund I Ltd. and several former futures account
customers however objected to the stipulation, saying they have
been unable to come to a consensual resolution with the SIPA
Trustee that would protect their valuable litigation rights.
Sapere Wealth Management, Granite Asset Management and Sapere CTA
Fund, L.P. also opposed the assignment and release provisions in
the DRA and the stipulation.

To address the objections, the SIPA Trustee filed with the Court
a proposed amended stipulation, which makes clear that the DRA
will not alter or limit any rights a Customer has, or any
standing the customer has, to assert claims against third parties
other than the released persons as defined in the DRA, and to
recover against such third parties on any such claims.  The DRA
will also not alter the relative priority of a Customer and the
SIPA Trustee to assert or recover on any claims against third
parties other than the Released Persons.

Paradigm still insisted that requiring former futures account
customers of MFGI to execute the DRA as a condition of the return
of their funds is without statutory authority and is in direct
contravention of established case law.  Occidental Energy
Marketing Inc. filed a reservation of rights with respect to the
SIPA Trustee's reply.

During the hearing, the SIPA Trustee and objectors agreed to
confer in order to find acceptable language, resulting in the
proposed Third Amended Release.  The Third Amended Release
clarifies that claimants receiving a distribution based on their
net equity claims must agree to release the SIPA Trustee, the
Securities Investor Protection Corporation, and MFGI from any net
equity claim in any amounts other than as approved in the claim
determination and agreed to by the claimant.  Once the SIPA
Trustee and a claimant reach agreement on a net equity claim, the
claimant cannot later contest that determination.  Any claimant
that objects to the SIPA Trustee's claim determination remains
free to contest it in accordance with the procedures set forth in
the Claims Process Order; it is only where the claimant agrees
with the claim determination and will receive a pro rata
distribution based on the net equity claim that a release is
required.

The Court concluded the proposed release is fully appropriate and
warranted in the circumstances.  The Third Amended Release also
provides that the 7,500-plus customers who signed and returned
the earlier version of the DRA to the SIPA Trustee or filed it
with the Court need not take further measures as the prior DRA
form which is hereby modified and clarified by this order will be
in full force and effect in such modified form upon entry of this
order.  Judge Glenn held that the clarification of the Release
language benefits the claimants, and the SIPA Trustee agrees that
the modified Release provisions apply to all claimants who agree
upon the claim determination.

Judge Glenn noted that the argument in the written objections and
at the hearing focused on whether the SIPA Trustee can condition
receipt of distributions required by SIPA, the Bankruptcy Code,
the CEA, and the Part 190 Regulations on claimants' assigning
their rights to assert claims against third parties for any
losses the claimants suffered.  Several class actions have
already been filed by MFGI commodities customers against third
parties seeking recovery of the claimants' losses.  Days after
the hearing, the SIPA Trustee's counsel advised the Court that
the SIPA Trustee withdraws the requirement that claimants execute
the assignment.  Against this backdrop, it is unnecessary for the
Court to decide whether such a requirement could be imposed by
the SIPA Trustee with Court approval before customers can receive
distributions on otherwise agreed claims, Judge Glenn held.

The issue remains, however, about the status of the assignments
already received by the SIPA Trustee, Judge Glenn recognized.
The Court concluded that the assignments already received are
void and will be of no further force or effect.  "Although the
Court need not decide whether the SIPA Trustee can compel an
assignment, it is clear that the SIPA Trustee could not obtain
the assignments of claims belonging to commodity customers in
exchange for distributions from the estate without first
obtaining court approval," Judge Glenn opined.

To avoid any confusion arising from the approximately 7,500 DRA
forms already returned to the SIPA Trustee, containing release
language that has now been changed and an assignment of claims
that is void, the SIPA Trustee must obtain new signed forms from
all claimants, "even though imposing this requirement will add to
the SIPA Trustee's administrative burden and expense," Judge
Glenn held.  "This requirement is, in short, a self-inflicted
wound," Judge Glenn said.

A full-text copy of the memorandum opinion signed on April 24,
2012, is available for free at:

   http://bankrupt.com/misc/MFGlobal_Apr24ReleaseOpinion.pdf

The Court also entered an order authorizing the releases as
modified and the new release form, a full-text copy of which is
available for free at:

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

Per the Court's instructions, the SIPA Trustee's staff will mail
new release forms that comply with the requirements established
by the judge.  All claimants will receive the new form in the
mail in the next few weeks, once the Court's order becomes final.
Claimants who agree with the SIPA Trustee's claim determination,
even those who have already returned the previous release form,
need to sign and return the new form as quickly as possible once
it is received.  The quick return of forms will allow the Trustee
to begin the interim distribution process as soon as possible on
a rolling basis.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: SIPA Trustee Wants to Litigate $700MM Claim in UK
------------------------------------------------------------
James W. Giddens, the trustee for the liquidation of MF Global
Inc. under the Securities Investor Protection Act, wants a U.K.
court to preside over a dispute concerning the return of
approximately $700 million of segregated customer property,
according to an April 18, 2012 update to customers.

In furtherance of the SIPA Trustee's duty to secure all
segregated customer property for the benefit of MFGI's former
commodity customers, the SIPA Trustee has been engaged since
November 2011 in active discussions with KPMG, the Joint Special
Administrators for the estate of MF Global UK Ltd. concerning the
return of approximately $700 million of segregated customer
property.

The SIPA Trustee has filed a client claim with the Joint Special
Administrators seeking the return of all such segregated customer
property.  The SIPA Trustee has also engaged in an exchange of
information with the Joint Special Administrators concerning his
claim.  That process has shown that there is a dispute between
the SIPA Trustee and the Joint Special Administrators as to
whether the customer property that is the subject of the MFGI
Trustee's client claim was or should have been segregated under
English law.

The SIPA Trustee believes that it is in the best interests of MF
Global Inc.'s former commodity customers that this dispute be
determined by the court and the SIPA Trustee has proposed, as a
first step, that the Joint Special Administrators seek direction
from the English court on these issues.  The SIPA Trustee is
pleased that the Joint Special Administrators have indicated
their willingness to do so and hopes that an application for
direction may be filed with the court as promptly as possible.

The SIPA Trustee notes that to adjudicate this litigation on this
basis will involve robust evidentiary disclosures and hearings,
the completion of which is subject to English law and the
procedures of the English court.  The SIPA Trustee will press to
have this litigation concluded as expeditiously as possible.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: SIPA Trustee May Sue Officers for Breach of Duty
-----------------------------------------------------------
Based on his investigation of conduct, allocation of
responsibilities and reporting with respect to the segregated
customer accounts, James W. Giddens, the trustee for the
liquidation of MF Global Inc. under the Securities Investor
Protection Act, believes there are claims he may assert against
certain responsible individuals at MF Global Inc. and MF Global
Holdings Ltd. for, among other things, breach of fiduciary duties
owed to both MFGI and its customers, and violations of the
segregation requirements of the Commodity Exchange Act, according
to an April 12, 2012 update posted in the SIPA Trustee's Web site.

The SIPA Trustee said he is committed to discussing and working
cooperatively to the extent possible with representatives of
customers, with the goal of recovering customer property for
distribution in accordance with the established claims process in
the MFGI liquidation.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Ch. 11 Trustee to Subpoena Ex-Officers, Lenders
----------------------------------------------------------
Louis J. Freeh, the Chapter 11 trustee for MF Global Holdings,
Ltd. and its debtor-affiliates, won Bankruptcy Court permission to
issue subpoenas to compel production of documents and testimony of
certain witnesses in connection with his investigation of the
Debtors' estates and to complete a status report, pursuant to
Rule 2004 of the Federal Rules of Bankruptcy Procedure.

During an April 12, 2012 hearing, the Court asked the Chapter 11
Trustee to submit a report substantially similar to the report
required of the SIPA Trustee, on or before June 4, 2012.

To fulfill his duties under Section 1106(a)(3) of the Bankruptcy
Code, the Chapter 11 Trustee wants to conduct examination on
persons and entities deemed to have information relevant to his
statutory investigation, including, but not limited to, the
Debtors' affiliates and subsidiaries, the Debtors' former
employees, current and former officers, directors and employees
of the Debtors' affiliates and subsidiaries, lenders, investors,
creditors and employees of the Debtors' affiliates and
subsidiaries, lenders, investors, creditors and counterparties to
transactions with the Debtors.

The Court also established certain procedures governing the
responses, objections, appearances and production of documents.

Among other things, the Chapter 11 Trustee will serve each
subpoena and a copy of the order granting this motion on (i) the
target of the subpoena, (ii) the U.S. Securities and Exchange
Commission, (iii) the Commodity Futures Trading Commission, (iv)
the Internal Revenue Service, and (v) the U.S. Attorney for the
Southern District of New York.

Witnesses are directed to produce, on a rolling basis, all
responsive documents described in the subpoena such that all
responsive documents are received by the Chapter 11 Trustee
within 10 days of the service of a subpoena upon such Witness,
subject to any documents withheld under a claim of privilege.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MGM RESORTS: Incurs $203.3 Million Net Loss in First Quarter
------------------------------------------------------------
MGM Resorts International reported a net loss of $203.30 million
on $2.47 billion of revenue for the three months ended March 31
2012, compared with a net loss of $89.87 million on $1.66 billion
of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $27.39
billion in total assets, $17.89 billion in total liabilities and
$9.49 billion in total stockholders' equity.

"We continue to see growth across our domestic business
fundamentals with revenues, casino volumes, REVPAR and Adjusted
EBITDA all increasing year over year, while MGM China continues to
report strong results," said Jim Murren, MGM Resorts International
Chairman and CEO.  "Our forward booking pace remains strong, M
life is further enhancing its capabilities, we continue to focus
on online and social media initiatives, and are finalizing our
build out for MGM Macau and our future Cotai plans."

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

                        http://is.gd/aHly49

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.


MICKEY MANTLE'S: Facing Eviction by Month's End
-----------------------------------------------
Steve Cuozzo, writing for The New York Post, reports that the
landlord of Mickey Mantle's eatery, which was once owned by the
legendary Yankee slugger, from its 25-year home on Central Park
South for nonpayment of rent.

"They want to get rid of us at the end of May," said the current
owner Chris Villano, who put the place into bankruptcy a few
months ago, according to the Post.

According to The Post, Bill Liederman, a friend of Mr. Villano who
was Mr. Mantle's original partner and sold his stake seven years
ago, is trying to raise funds and talking with former pinstripers
including David Cone, Ron Guidry and Goose Gossage to chip in as
little as $10,000 each.  "We need $1 million to get it back on its
feet," said Mr. Liederman, the report says.

According to The Post, Mr. Villano says he kept up the cafe
despite a recent business falloff, adding 30 flat-screen TVs and
putting "even better food" on its simple American menu.  But Mr.
Villano says he stopped paying rent four months ago because of
"issues" with landlord ATCO -- including a longstanding scaffold
that prevented him from renovating its fa‚Ä°ade.  Mr. Villano says
he'll countersue ATCO for trying to find a new tenant even though
Mr. Villano has eight years left on his lease.

The Post notes when the eatery opened in 1987, Mr. Mantle, a Hall
of Famer owned a mere 7% of the business, but got so much of a
kick out of it, he often hung out there until his death in 1995.

The rent at the opening was $250,000 a year, Mr. Liederman said,
compared with $850,000 today, according to The Post.

The report says ATCO's president, Dale Hemmerdinger, declined to
comment.


MP-TECH AMERICA: Can Hire Capell & Howard as Counsel in IICC Rift
-----------------------------------------------------------------
The Bankruptcy Court authorized MP-Tech America, LLC, to employ
Richard H. Allen, Esq., and Capell & Howard, P.C., as special
counsel.

The Debtor has filed an objection to the claim of International
Industrial Contracting Corporation (IICC) and pursuant to a
Scheduling Order a trial in the matter is scheduled for
May 8, 2012.

In its application, the Debtor said Mr. Allen and his firm, Capell
& Howard, are experienced construction litigation counsel.  He and
his firm acted as local counsel for the Debtor in the state court
litigation pending prior to the Chapter 11 filing, styled
International Industrial Contracting Corporation v. MP-Tech
America, LLC, Chambers County Development Authority, and the
Korean Development Bank, New York Branch, Circuit Court of
Chambers County, Alabama, Case No. CV2010-900018.00.

Mr. Allen and his firm will act as special counsel to assist the
Debtor's general counsel in the conduct of the trial of the Claim
Objection proceeding as necessary.

Capell & Howard's engagement will paid on an hourly basis at the
firm's normal hourly rates.  Those hourly rates are:

         Richard H. Allen              $225
         Lister Hubbard                $275
         Paralegal                      $90

To the best of the Debtor's knowledge, Capell & Howard is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About MP-Tech America

Cusseta, Alabama-based MP-Tech America, LLC, is the maker of parts
for Kia Motors Corp. and Hyundai Motor Co. at their plants in
Georgia and Alabama.  It filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 11-30895) on April 8, 2011.  The Debtor estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.  The Debtor has a $15 million secured debt to Korea
Development Bank.

The Debtor is represented by Michael A. Fritz, Sr., Esq., at Fritz
Hughes & Hill, LLC, in Montgomery, Alabama, and Joseph J. Burton,
Jr., Esq., at Burton & Armstrong, LLP, in Atlanta, Georgia.

EXIM Bank, Venture Express, Woori Bank, Sunkyoung, ICS & M, Inc.,
and Midsouth Employee Services Corp. were appointed members to the
Official Committee of Unsecured Creditors.  The Committee is
represented by Clark R. Hammond, Esq., and Lindan J. Hill, Esq.,
at Johnston Barton Proctor & Rose LLP, in Birmingham, Alabama.


NADYA SULEMAN: May 7 Foreclosure Forces Octomom to Seek Ch. 7
-------------------------------------------------------------
Nadya Suleman, aka Octomom, filed a Chapter 7 petition (Bankr.
C.D. Calif. Case No. 12-15375) on April 30 and is facing a May 7
foreclosure of her home in La Habra, California.

John Rogers, writing for The Associated Press, reported that
documents filed in court for Ms. Suleman's bankruptcy case list
her creditors as including her parents, her gardener, a
babysitting company, a private school, a cable TV provider, a pest
control company, her mortgage holder, her utility companies and
the state Department of Motor Vehicles.

Marc Daniel at Black Saturday Magazine reported Ms. Suleman had
roughly $50,000 in assets and roughly $1 million in debt.  She
receives roughly $4,000 or $5,000 per month in public assistance
to feed and clothe her family.

TMZ on Saturday reported that Ms. Suleman accepted an offer to
shoot for an adult film.  She completed her first day of XXX
shooting at a porn mansion in the San Fernando Valley on Thursday,
TMZ said.

Ms. Suleman on Jan. 26, 2009, gave birth to octuplets, spawned by
invitro fertilization, at a Southern California hospital.  All
survived.


NATIONAL CINEMEDIA: S&P Rates $105MM Ext. Revolver Facility 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to the
extended portion of Centennial Colo.-based theater advertising
company National CineMedia LLC's senior secured revolving
credit facility; the company is extending $105 million of the
revolver to 2017. "We assigned the extended portion of the
revolver our issue-level rating of 'BB-' (at the same level as our
'BB-' corporate credit rating on the company) with a recovery
rating of '3', indicating our expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default," S&P
said.

"We rate operating company National CineMedia LLC and its parent,
National CineMedia Inc., on a consolidated basis. The corporate
credit rating on the company is 'BB-' and the rating outlook is
stable. The 'BB-' rating reflects our expectation that National
CineMedia should be able to maintain leverage in the mid-3x area
over the intermediate term, despite its aggressive dividend
policy. We consider the company's business risk profile as 'fair',
based on its historically strong EBITDA margin and good market
position. A high dividend payout and minimal cash retention by the
operating subsidiary underpin our view that the company's
financial risk profile is 'aggressive.' Although the company's
credit metrics deteriorated slightly in the fourth quarter of 2011
because of weak advertising demand, we expect revenue and EBITDA
to grow at a low- to mid-single-digit percentage rate in 2012,"
S&P said.

RATINGS LIST

National CineMedia Inc.
National CineMedia LLC
Corporate Credit Rating                 BB-/Stable/--

New Ratings

National CineMedia LLC
$105M extended revolver due 2017        BB-
   Recovery Rating                       3


NAUTICA LAKES: Lawsuit Against D.S.C. of Newark Stayed
------------------------------------------------------
Bankruptcy Judge Robert A. Gordon signed off on a stipulation and
consent order between Nautica Lakes, Inc., and its creditor D.S.C.
of Newark Enterprises, Inc., over:

     -- DSC's request to dismiss the Chapter 11 case;
     -- the Debtor's request to reject a so-called Executory Post
        Closing Agreement/Memorandum; and
     -- the Debtor's Complaint for Declaratory Relief against
        DSC captioned as, Nautica Lakes, Inc., v. D.S.C. of Newark
        Enterprises, Inc., Adv. Proc. No. 12-00259 (Bankr. D. Md.)

Litigation and proceedings relating the Motion to Reject and the
Adversary Proceeding is stayed, pending the Court's full
adjudication of the Motion to Dismiss.  If the Court denies the
Motion to Dismiss, DSC will have 14 days from the denial to file
pleading responsive to the Motion to Reject and the Complaint.

A copy of the Court's May 3, 2012 Stipulation and Consent Order is
available at http://is.gd/H2bJibfrom Leagle.com.

Stephen B. Gerald, Esq. -- sgerald@wtplaw.com -- at Whiteford,
Taylor & Preston L.L.P., argues for D.S.C. of Newark Enterprises,
Inc.

Nautica Lakes, Inc., based in Columbia, Maryland, filed for
Chapter 11 bankruptcy (Bankr. D. Md. Case No. 12-11820) on Feb. 2,
2012, estimating $1 million to $10 million in assets and debts.
The petition was signed by Bethany H. Hooper, senior vice
president and treasurer.  Alan M. Grochal, Esq., at Tydings &
Rosenberg LLP, in Baltimore, represents the  Debtor.


OSAGE EXPLORATION: Issues $10 Senior Secured Note to Apollo
-----------------------------------------------------------
Osage Exploration and Development, Inc., entered into a
$10,000,000 senior secured note purchase agreement with Apollo
Investment Corporation.  The Notes, which mature on April 27,
2015, are secured by substantially all of the assets of the
company, including a mortgage on all of the Company's Oklahoma
leases.  The Notes have an interest rate of Libor plus 15% with a
Libor floor of 2.0%, with interest payable in cash monthly.  In
addition, Apollo received a warrant to purchase 1,496,843 shares
of common stock, $0.0001 par value, exercisable at $0.01 per share
with an expiration date of April 27, 2017.  Minimum draw downs on
the Note Purchase Agreement are $1,000,000.  At closing, the
Company did not draw down any funds.

At closing, the Company paid $100,000 placement fee, to CC Natural
Resource Partners, LLC, and issued a warrant to purchase 250,000
shares of common stock, $0.0001 par value, exercisable at $0.01
per share with an expiration date of April 27, 2014.  The Company
will pay CCNRP an additional placement fee of 4.0% of the amount
drawn, once the Company has drawn $2,500,000 under the Note
Purchase Agreement.

                       About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

The Company's balance sheet at Dec. 31, 2011, showed $5.47 million
in total assets, $1.32 million in total liabilities, and a $4.15
million in total stockholders' equity.

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.


PEMCO WORLD: Sun Aviation Wants to Hire Cross & Simon as Counsel
----------------------------------------------------------------
Sun Aviation Services, LLC, will appear in Bankruptcy Court today,
May 7, 2012, to seek authorization to employ Cross & Simon, LLC,
as bankruptcy counsel, nunc pro tunc to April 13.

Sun Aviation employed Cross & Simon as its attorneys in connection
with the preparation, filing and prosecution of its chapter 11
case.  Sun Aviation also wants to employ C&S as its attorneys to
provide other legal services that are necessary and appropriate
including, without limitation, general corporate and litigation
services relating to this case.

Subject to the Court's approval, C&S will render these
professional services to Sun Aviation:

     A. Perform all necessary services as Sun Aviation's counsel
        in connection with this chapter 11 case, including
        providing Sun Aviation with advice concerning its rights
        and duties, representing Sun Aviation, and preparing all
        necessary documents, motions, applications, answers,
        orders, reports and papers in connection with the
        administration of this chapter 11 case on behalf of Sun
        Aviation;

     B. Take all necessary actions to protect and preserve Sun
        Aviation's estate during the pendancy of this chapter 11
        case, including prosecute actions by Sun Aviation, defend
        any actions commenced against Sun Aviation, negotiate all
        litigation in which Sun Aviation is involved, and object
        to claims filed against Sun Aviation's estate;

     C. Represent Sun Aviation at hearings, meetings, and
        conferences on matters pertaining to the affairs of Sun
        Aviation as debtor-in-possession; and

     D. Perform all other necessary legal services.

Sun Aviation proposes to pay C&S its customary hourly rates in
effect plus reimbursement of actual, necessary expenses incurred
by C&S on Sun Aviation's behalf.  C&S's current hourly rates are:

         Partners and Counsel       $450
         Associates                 $275-$375
         Paraprofessionals          $170

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

                  About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/--  performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012, with a $37.8 million DIP financing
and a "stalking horse" bid from an affiliate of its current owner,
Sun Aviation Services, LLC.

Young Conaway Stargatt & Taylor, LLP has been tapped as general
bankruptcy counsel; Kirkland & Ellis LLP as special counsel for
tax and employee benefits issues; AlixPartners, LLP as financial
advisor; Bayshore Partners, LLC as investment banker; and Epiq
Bankruptcy Solutions LLC as notice and claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.


PENN HILLS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Penn Hills Enterprises, Inc.
        P.O. Box 309
        Analomink, PA 18320

Bankruptcy Case No.: 12-02695

Chapter 11 Petition Date: May 1, 2012

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: Robert N. Opel II

Debtor's Counsel: Philip W. Stock, Esq.
                  LAW OFFICE OF PHILIP W. STOCK
                  706 Monroe Street
                  Stroudsburg, PA 18360
                  Tel: (570) 420-0500
                  Fax: (570) 338-0920
                  E-mail: pwstock@ptd.net

Scheduled Assets: $1,317,800

Scheduled Liabilities: $1,720,201

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

The petition was signed by Charles A. Poalillo, president.


PETTUS PROPERTIES: Court OKs Mitchell & Culp as Attorney
--------------------------------------------------------
Pettus Properties Inc. sought and obtained permission from the
U.S. Bankruptcy Court to re-employ Mitchell & Culp PLLC as
attorney.

As reported by the Troubled Company Reporter on June 18, 2010, the
Debtor obtained Court permission to hire Mitchell as counsel.
Early in March 2012, Mitchell sought and obtained approval from
the U.S. Bankruptcy Court to withdraw as Pettus Properties'
attorneys.  According to reporting by the TCR, discussions about
the arrangement of the firm's services to the Debtor have been
contentious and have irreparably harmed the relationship.  The
firm was unable to provide further services to the Debtor under
these circumstances.

On March 26, the Debtor filed the new application to employ the
firm.  The Debtor proposed to pay the firm at these rates:

   Personnel                                    Rates
   ---------                                    -----
   Richard M. Mitchell/attorney                 $450
   Heather W. Culp/attorney                     $325
   Christopher J. Culp/ of counsel              $275
   Cynthia A. Baker/paralegal                   $150
   Jennifer N. Short/paralegal                  $140
   Kelly Spruill/staff                           $50

Richard M. Mitchell, Esq., attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Charlotte, North Carolina-based Pettus Properties, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No.
10-31632) on June 8, 2010.  The Company estimated its assets and
debts at $10 million to $50 million.

In 2011, the Debtor filed a Chapter 11 plan of reorganization,
which was challenged by VFC Partners 8 LLC. Terms of the Plan and
VFC's objections were reported by the Troubled Company Reporter on
June 24 and July 15, 2011.  Robert A. Cox, Jr., Esq., at
McGuireWoods LLP, represents VFC.  A full-text copy of the
disclosure statement is available for free at
http://bankrupt.com/misc/PETTUS_DS.pdf


PHOENIX HORIZONS: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Phoenix Horizons, Inc.
        dba Northeast Community Center
        2840 Holme Avenue
        Philadelphia, PA 19152

Bankruptcy Case No.: 12-14344

Chapter 11 Petition Date: May 1, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Eric L. Frank

Debtor's Counsel: David B. Smith, Esq.
                  SMITH KANE, LLC
                  112 Moores Road, Suite 300
                  Malvern, PA 19355
                  Tel: (610) 407-7217
                  Fax: (610) 407-7218
                  E-mail: dsmith@smithkanelaw.com

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

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

A copy of the Company's list of its three largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/paeb12-14344.pdf

The petition was signed by Walter Laub, vice president.


PINNACLE AIRLINES: Pays More Interest to Modify CIT Loan Terms
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pinnacle Airlines Corp. agreed to increase the
interest rate on a pre-bankruptcy $34 million term loan from CIT
Bank in return for a default waiver.  As it is giving up all 70 of
its Saab 340 and Bombardier 400 aircraft, Pinnacle will violate
covenants in the CIT loan.  For a waiver, Pinnacle agreed to raise
the interest rate from the range of 6.9% or 7.5% to 8.5%.  The
modified loan will allow Pinnacle to sell the parts and spare
engines associated with the Saab and Bombardier aircraft that are
some of CIT's collateral.  Canceling the operating certificates
with the Federal Aviation Administration for the Mesaba and Colgan
airline subsidiaries will be another covenant violation to be
waived.  The revised loan requires paying proceeds from parts
sales toward reduction of the CIT loan.  A hearing on the
amendment is scheduled for May 16.

                      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.


PMI GROUP: May 16 Hearing Set on Ernst & Young Engagement
---------------------------------------------------------
The Delaware Bankruptcy Court will hold a hearing May 16 to
consider approval of The PMI Group Inc.'s request to employ Ernst
& Young LLP as financial reporting advisor and tax service
provider.

The Debtor wants the employment to be effective April 14.

The Debtor engaged Ernst & Young, which has been providing
services pre-bankruptcy, pursuant to the terms and conditions set
forth in a master services agreement and statements of work issued
under the MSA.  Separate Statements of Work were issued for
financial reporting advice, bankruptcy tax services, and for
preparation of U.S. consolidated federal income tax return for the
Debtor and its affiliated companies.

For tax compliance services, the firm will charge an $85,000 fixed
fee.  For financial reporting services, the firm will charge at
its standard hourly rates:

     Title                             Rate Per Hour
     -----                             -------------
     Partner/Executive Director            $600
     Senior manager                        $540
     Manager                               $400
     Senior                                $330
     Staff                                 $200

For bankruptcy tax services, the firm will charge at these hourly
rates:

     Title                             Rate Per Hour
     -----                             -------------
     Partner/Principal/
        Executive Director               $725-$885
     Senior manager                      $620-$755
     Manager                             $550-$670
     Senior                              $375-$455
     Staff                               $210-$255

The firm will also seek reimbursement of expenses and seek
indemnification.

Petrus D. Theron, a partner at Ernst & Young, attests the firm is
a "disinterested person" as that term is defined in Sec. 101(14)
of the Bankruptcy Code.  The firm says it is not owed any amount
for prepetition services.  No payments were made within the 90-day
period pre-bankruptcy.

                       About The PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


QUALTEQ INC: Chapter 11 Trustee Takes Over
------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bank of America Corp. persuaded the bankruptcy judge
in Chicago to appoint a Chapter 11 trustee to take over Qualteq
Inc.  The loss was Qualteq's second major defeat in bankruptcy
court.  In February, the bankruptcy judge in Delaware, where
company filed in August, sent the case to Chicago, saying there
was "no factor that weighs in favor of" keeping it in Delaware.
The bank argued there should be a trustee because the Chapter 11
filing was designed to protect the controlling Veluchamy family
from lawsuits.  The order calling for a trustee was signed
Thursday.  As reason for having a trustee, Bank of America pointed
to allegedly fraudulent transfers of $18.6 million in cash and
other property.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

As reported in the Troubled Company Reporter on Feb. 23, 2012,
Bankruptcy Judge Kevin J. Carey in Delaware granted the request of
Bank of America, N.A., to transfer the venue of the Chapter 11
cases of Qualteq, Inc., et al., to the U.S. Bankruptcy Court for
the Northern District of Illinois.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.


RGIS SERVICES: Moody's Cuts PDR to 'B3', Rates New Facility 'B2'
----------------------------------------------------------------
Moody's Investor Service assigned B2 ratings to: i) a new $60
million senior secured revolver due 2017 and a new $215 million
senior secured term loan due 2017 offered by RGIS Services, LLC
("RGIS"), a wholly-owned subsidiary of RGIS Holdings, LLC, and ii)
a senior secured term loan due 2016 proposed as an amendment and
extension of an existing term loan due 2014. The rating on the
non-extended portion of the existing term loan due 2014 has been
lowered to B2 from Ba3 to reflect the preponderance of senior
secured debt in the capital structure post-transaction.
Concurrently, Moody's affirmed RGIS's B2 Corporate Family Rating
(CFR) and lowered the Probability of Default Rating to B3 from B2.
The ratings outlook remains stable.

Proceeds from the new $215 million term loan, along with cash on
hand, will be used to repay $300 million of senior subordinated
notes (unrated). Post-close, only first lien debt will remain in
the capital structure and, as such, the ratings on the first lien
debt will no longer benefit from loss absorption previously
provided by the subordinated notes.

Ratings assigned (LGD assessments):

- Proposed $60 million sr secured revolver expiring 2017, B2
   (LGD 3, 34%)

- Proposed $215 million sr secured term loan due 2017, B2 (LGD
   3, 34%)

- Proposed sr secured extended term loan tranche due 2016, B2
   (LGD 3, 34%)

Ratings lowered (LGD assessment revised):

- Non-extended portion of $441 (originally $525) million sr
   secured term loan due April 2014, to B2 (LGD 3, 34%) from Ba3
   (LGD 2, 29%)

- Probability of Default Rating, to B3 from B2

Ratings affirmed:

- Corporate Family Rating, B2

- $75 million sr secured revolver expiring April 2013, Ba3
   (LGD 2, 29%) -- to be withdrawn upon closing

The ratings are contingent upon closing of the proposed
transaction and Moody's review of final documentation.

Ratings Rationale

RGIS's B2 CFR is constrained by continued pricing pressure on
domestic inventory counting services and incremental investments
to fund growth initiatives, resulting in a steady contraction in
margins. Moody's expects consolidated EBITDA to remain flat over
the next 12-18 months, as declines in domestic earnings are offset
by lower-margin international revenue growth. However, free cash
flow and key credit metrics are expected to strengthen due to a
material reduction in debt and interest expense. Pro forma for the
proposed transaction, Moody's estimates financial leverage (total
debt / EBITDA) will fall to 4.9 times as of December 31, 2011
using Moody's standard adjustments, in line with the B2 rating
category.

The ratings continue to reflect RGIS's vulnerability to cyclical
swings and secular trends impacting retail customers' inventory
levels, a moderate level of customer concentration, and the
potential for certain clients to shift to in-house solutions.
These risks are partly mitigated by RGIS's long-standing
relationships with its largest customers, a leading market share
and national footprint in the US, and increasing geographic
diversity from international revenue growth. The ratings further
reflect the company's good liquidity and a track record of steady
debt reduction.

The stable outlook anticipates that 5-10% organic revenue growth
internationally over the next 12-18 months will offset potential
domestic earnings declines caused by competitive pricing
pressures. The ratings could be upgraded if core domestic revenue
and earnings show sustained growth, and RGIS continues to reduce
debt such that financial leverage (total debt / EBITDA) is
expected to be sustained at about 4 times, using Moody's standard
adjustments. The ratings could be downgraded if competitive
pressures intensify resulting in consolidated revenue and earnings
declines, or if financial leverage or free cash flow to debt
approaches 6 times or fall below 3%, respectively.

Headquartered in Auburn Hills, Michigan, RGIS provides inventory
counting services primarily to retailers. The company reported
revenues of $645 million in 2011.

The principal methodology used in rating RGIS Holdings was the
Global Business & Consumer Service Industry Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


RGIS HOLDINGS: S&P Raises Corporate Credit Rating to 'B+'
---------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Auburn Hills, Mich.-based RGIS Holdings LLC (RGIS) to
'B+' from 'B'. The outlook is stable.

"The company plans to reduce 2014 term loan debt maturities to
$126 million from $441 million by way of an extension of $315
million to mature in 2016. With a new $215 million incremental
term loan due 2017, along with approximately $85 million of cash,
the company plans to retire $300 million of 10.75% senior
subordinated notes. The company also plans to refinance its $75
million revolver due 2013 with a $60 million revolver due 2017.
RGIS Services LLC is the issuer of the debt," S&P said.

"We are raising our issue ratings to 'B+' on the $126 million
nonextended term loan, and we are assigning 'B+' issue ratings to
the new $60 million revolver, the $315 million extended term loan,
and the new $215 million incremental term loan. We are revising
our recovery rating on the nonextended term loan to '4',
indicating our expectation for average (30%-50%) recovery of
principal in the event of a payment default, from '3'. Our
recovery rating on each of the company's three new credit
facilities is '4'," S&P said.

"The upgrade to 'B+' from 'B' reflects RGIS' improved credit
protection measures on a pro forma basis resulting from the
partial repayment of debt," said Standard & Poor's credit analyst
Nalini Saxena. "The overall recapitalization also addresses near-
term maturities."

"The upgrade reflects Standard & Poor's belief that the company
will sustain improved credit metrics while pursuing acquisition
and investment activity. The corporate credit rating on RGIS
further reflects our assessment that the company continues to have
a 'weak' business profile and, with the proposed recapitalization,
improves its financial profile to 'aggressive' from 'highly
leveraged,'" S&P said.

"The stable outlook reflects our expectation for RGIS to sustain
improved credit measures following the proposed transactions. We
forecast modest sales growth, given our expectation of limited
inventory expansion among retailers and our view that RGIS has
likely exhausted operational gains and margin expansion
opportunities. We also expect the company to maintain adequate
liquidity," S&P said.


RINE LAND: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Rine Land Development, Inc.
        19 Independence Drive
        Shippensburg, PA 17257

Bankruptcy Case No.: 12-02702

Chapter 11 Petition Date: May 1, 2012

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Robert N. Opel II

Debtor's Counsel: Craig A. Diehl, Esq.
                  LAW OFFICES OF CRAIG A. DIEHL
                  3464 Trindle Road
                  Camp Hill, PA 17011-4436
                  Tel: (717) 763-7613
                  Fax: (717) 763-8293
                  E-mail: cdiehl@cadiehllaw.com

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

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

Debtor affiliate that simultaneously filed separate Chapter 11
petition:

  Debtor                        Case No.
  ------                        --------
Rine & Rine Builders, Inc.      12-02703
  Assets: $100,001 to $500,000
  Debts: $1,000,001 to $10,000,000

A copy of Rine Land Development's list of its 13 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/pamb12-02702.pdf

A copy of Rine & Rine Builders' list of its seven largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/pamb12-02703.pdf

The petitions were signed by Darrin Rine/Curtis Rine,
shareholders.


RITE AID: Commences Cash Offer to Purchase $405MM Senior Notes
--------------------------------------------------------------
Rite Aid Corporation has commenced a cash tender offer to purchase
any and all of its outstanding $405 million aggregate principal
amount of 9.375% Senior Notes due 2015.

As part of the Tender Offer, Rite Aid is soliciting consents from
the holders of the Notes for certain proposed amendments that
would eliminate or modify certain covenants and events of default
and other provisions contained in the indenture governing the
Notes.  Holders who tender their Notes will be deemed to consent
to all of the proposed amendments and holders may not deliver
consents to the proposed amendments without tendering their Notes
in the Tender Offer.  The Tender Offer and Consent Solicitation
are being made pursuant to the Offer to Purchase and Consent
Solicitation Statement, dated May 3, 2012, and a related Consent
and Letter of Transmittal, which more fully set forth the terms
and conditions of the Tender Offer and Consent Solicitation.

The Tender Offer will expire at midnight, Eastern Time, on May 31,
2012, unless the Tender Offer is extended or earlier terminated.
Under the terms of the Tender Offer, holders of the Notes who
validly tender and do not withdraw their Notes prior to midnight,
Eastern Time, on May 14, 2012, and whose Notes are accepted for
purchase, will receive the "Total Consideration," which is equal
to:

   (i) $998.75 per $1,000.00 in principal amount of Notes validly
       tendered; plus

  (ii) a consent payment of $30.00 per $1,000.00 in principal
       amount of the Notes validly tendered.

Holders of Notes who validly tender their Notes after the Consent
Payment Date but on or before the Expiration Date, and whose Notes
are accepted for purchase, will receive only the Tender Offer
Consideration.

Rite Aid intends to call for redemption any 9.375% senior notes
due 2015 not tendered in the Tender Offer and Consent
Solicitation.  Rite Aid may issue a notice of redemption at any
time following the Consent Payment Deadline.

Requests for documents relating to the Tender Offer and Consent
Solicitation may be directed to Global Bondholder Services Corp.,
the Information Agent, at (866) 804-2200 or (212) 430-3774 (banks
and brokers).  Citigroup will act as Dealer Manager for the Tender
Offer and Consent Solicitation. Questions regarding the Tender
Offer and Consent Solicitation may be directed to Citigroup at
(800) 558-3745 (toll free) or (212) 723-6106 (collect).

                       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 year
ended March 3, 2012, a net loss of $555.42 million for the year
ended Feb. 26, 2011, and a net loss of $506.67 million for the
year ended Feb. 27, 2010.

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 in 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 in February that 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.


RITE AID: To Offer Add'l $426 Million of 9.25% Senior Notes
-----------------------------------------------------------
Rite Aid Corporation intends to offer an additional $426 million
aggregate principal amount of 9.25% senior notes due 2020.  The
Notes are being offered as additional notes under an existing
indenture pursuant to which Rite Aid previously issued $481
million aggregate principal amount of 9.25% senior notes due 2020.
The Notes to be issued in this offering and the previously issued
9.25% senior notes due 2020 will be equal in right of payment,
will vote together with, and will form a single class of notes
under the indenture.  The Notes will be unsecured, unsubordinated
obligations of Rite Aid Corporation and will be guaranteed by
substantially all of Rite Aid's subsidiaries.

Rite Aid intends to use the net proceeds of the offering, together
with available cash, to pay the consideration, accrued and unpaid
interest and related fees and expenses in connection with the
previously announced tender offer for any and all of its
outstanding 9.375% senior notes due 2015 and related consent
solicitation.  Rite Aid intends to call for redemption any 9.375%
senior notes due 2015 not tendered in the tender offer.  Rite
Aid's results of operations, including net loss and loss per
share, and guidance will likely be affected by fees, expenses and
charges related to this offering and the tender offer and consent
solicitation.

The Notes and the related subsidiary guarantees will be offered in
the United States to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended, and
outside the United States pursuant to Regulation S under the
Securities Act.  The Notes and the related subsidiary guarantees
have not been registered under the Securities Act and may not be
offered or sold in the United States without registration or an
applicable exemption from the registration requirements.

                        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 year
ended March 3, 2012, a net loss of $555.42 million for the year
ended Feb. 26, 2011, and a net loss of $506.67 million for the
year ended Feb. 27, 2010.

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 in 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 in February that 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.


RITE AID: Fitch Junks Rating on $421 Million Sr. Unsecured Notes
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'CCC/RR5' to Rite Aid
Corporation's $421 million of 9.25% guaranteed senior unsecured
notes due March 15, 2020.  The notes are being offered as
additional notes under an existing indenture pursuant to which
Rite Aid previously issued $481 million 9.25% senior notes in
February 2012.  Between the two bond issues, Rite Aid has
addressed its 2015 debt maturities of $459 million 8.625% and $405
million 9.375% guaranteed senior unsecured notes due 2015.

Rite Aid still has $1,044 million of first lien secured term loans
due June 2014 and a combination of $880 million of first and
second lien secured notes due mid-2016.  Given the quality of its
collateral, Fitch expects Rite Aid to be able to address these
maturities in a timely fashion (Fitch expects the 2014 maturities
will be addressed in early 2013), barring any significant
deterioration in its business trends or disruption in the credit
markets.

RATINGS AFFIRMED; OUTLOOK TO STABLE: As a result of its recent
debt refinancing activity as well as the stabilization in its
operating trends, Fitch has affirmed its ratings on Rite Aid and
revised the Rating Outlook to Stable from Negative.

The ratings continue to reflect the following:

  -- Rite Aid's high leverage, limited capital for investment and
     operating statistics that significantly trail its two major
     competitors;

  -- Strong market share position as the third largest U.S. drug
     retailer;

  -- Management's concerted efforts to improve the productivity of
     its store base and manage liquidity through refinancing
     activity over the last two years, working capital reductions
     and other cost cutting initiatives.

Fitch expects that credit metrics (with adjusted debt/EBITDAR at
7.4x and EBITDAR/interest + rents at 1.3x as of March 3, 2012)
will remain stable over the next three years.  There has been some
recent improvement in EBITDA with same store sales turning
modestly positive since the fourth quarter of fiscal 2011.  The
current impasse between Walgreen and Express Scripts since January
2012 (where Walgreen is no longer part of the Express Scripts
pharmacy network) is also providing a boost to prescription volume
and therefore to EBITDA.

Over the next 12-24 months, the generic wave could provide a nice
windfall to the company's profitability.  Whether this pushes
EBITDA into the $1 billion-plus range remains to be determined
given offsetting factors such as (1) ongoing pressure on pharmacy
reimbursement rates from both the pharmacy benefit management
companies, which could intensify given the recent merger between
Medco and Express Scripts, and the state and federal governments
and (2) potential share losses to larger and more capitalized
competitors.

For the fiscal year ended Jan. 3, 2012, total same store sales was
positive at 2% with a front-end same store sales increase of 1.1%
and a pharmacy same store sales increase of 2.4%.  Adjusted EBITDA
(adjusted for non-cash and one-time items) increased to $943
million from $859 million, the first increase in four years.  This
partly reflects the benefit from prescription transfers from
Walgreens and a 53rd week in the year.  Excluding the benefit from
Walgreens, Fitch expects pharmacy prescription volume and front-
end sales to grow in the 1% range and EBITDA to benefit modestly
in 2012 and 2013 from the introduction of higher margined
generics, somewhat offset by continued pharmacy reimbursement
pressures.

Risks to estimates are a decline in same store sales trends due to
macro weakness or share losses to its larger peers, and higher
than expected decline in reimbursement rates.  Rite Aid's
operating metrics significantly lag those of its largest and well-
capitalized competitors, CVS Caremark and Walgreen.  Rite Aid has
been unable to participate in the strong industry growth largely
due to capital constraints, and the company's inability to
appropriately invest in its stores remains an ongoing concern.
Beyond the benefit from the generic wave in 2012-14, Fitch does
not expect meaningful top-line and EBITDA expansion over the next
few years given the lack of capital to execute successfully on its
plans to address underperforming stores.  As a result, EBITDA
margins are likely to remain depressed, which at 3.6% (excluding
non-cash and one-time items) is significantly below its two
leading competitors' margins (with Walgreen's EBITDA margin at 7%
excluding the loss of Express Scripts business and CVS' retail
EBITDA margin at 9.9%).

Liquidity and Details Of Upcoming Debt Maturities

At March 3, 2012, Rite Aid had cash of $162 million and excess
borrowing capacity of $911 million under its credit facility.  The
company has maintained liquidity in the $850 million to $1.2
billion range for the past eight quarters.

Fitch expects that Rite Aid could refinance $180 million of
unsecured unguaranteed bonds due August 2013 through credit
facility borrowings and modest free cash flow (FCF).  Rite Aid is
required to buy back $64 million of 8.5% convertible notes due May
2015 should its shares become delisted.

Given the quality of its collateral, Rite Aid should be able to
refinance the $1 billion secured term loan due June 2014 on its
own.  The collateral consists of (1) marketable prescription files
with a total of approximately 295 million prescriptions filled
annually that could be valued at $10 to $20 per script; and (2)
pharmacy as well as nonprescription inventories.

Recovery Considerations

The issue ratings shown above are derived from the Issuer Default
Rating (IDR) and the relevant Recovery Rating.  Fitch's recovery
analysis assumes a liquidation value under a distressed scenario
of approximately $6 billion on inventory, receivables, owned real
estate and prescription files.  The $1.175 billion revolving
credit facility, term loans, $410 million senior secured notes due
June 2016 and the $650 million senior secured notes due August
2020 have a first lien on the company's cash, accounts receivable,
investment property, inventory and prescription lists, and are
guaranteed by Rite Aid's subsidiaries giving them an outstanding
recovery (91%-100%).

The $1.175 billion revolving credit facility is due to mature on
Aug. 19, 2015.  However, the maturity would be April 18, 2014 in
the event that Rite Aid does not repay, refinance or otherwise
extend the remaining term loans ($1,079 million Tranche 2 Term
Loan and $343 million Tranche 3 Term Loan due June 1, 2014) prior
to that time and meet certain other conditions.  The senior
secured credit facility requires the company to maintain a minimum
fixed charge coverage ratio (of 1.0x through Nov. 26, 2011 and
1.05x thereafter) only if availability on the revolving credit
facility is less than $150 million.  Rite Aid's fixed charge
coverage ratio was above the minimum required amount at the end of
the last quarter.

Rite Aid's senior secured notes have a second lien on the same
collateral as the revolver and term loans and are guaranteed by
Rite Aid's subsidiaries.  These are also expected to have
outstanding recovery prospects.  Given the amount of secured debt
in the company's capital structure, the unsecured guaranteed notes
are assumed to have below-average recovery prospects (11%-30%) and
unsecured notes and convertible bonds are assumed to have poor
recovery prospects (0%-10%) in a distressed scenario.

Fitch has affirmed Rite Aid Corporation's ratings as follows:

  -- IIDR at 'B-';

  -- Secured revolving credit facility and term loans at
     'BB-/RR1';

  -- First and second lien senior secured notes at 'BB-/RR1';

  -- Guaranteed senior unsecured notes at 'CCC/RR5';

  -- Non-guaranteed senior unsecured notes at 'CC/RR6'.

The Rating Outlook has been revised to Stable from Negative.


RITE AID: Moody's Upgrades Corp. Family Rating to 'Caa1'
--------------------------------------------------------
Moody's Investors Service upgraded Rite Aid Corporation's
Corporate Family Rating and Probability of Default Rating to Caa1.
Moody's also assigned a Caa2 rating to Rite Aid's proposed $405
million principal amount of 9.25% senior unsecured notes due 2020.
The proposed notes are being offered under the indenture to which
Rite Aid previously issued $481 million of its 9.25% senior notes
due 2020. Rite Aid has an SGL-3 Speculative Grade Liquidity
rating. The rating outlook is stable.

The following rating is assigned:

$405 million add-on senior unsecured guaranteed notes due 2020 at
Caa2 (LGD 5,82%)

The following ratings are upgraded and LGD point estimates changed

Corporate Family Rating to Caa1 from Caa2

Probability of Default Rating to Caa1 from Caa2

First-lien bank credit facilities to B2 (LGD 2, 27%) from B3 (LGD
2, 26%)

First-lien senior secured notes to B2 (LGD 2, 27%) from B3 (LGD 2,
26%)

Second-lien secured notes to Caa1 (LGD 4, 58%) from Caa2 (LGD 4,
to 57%)

Guaranteed senior notes to Caa2 (LGD 5, 82%) from Caa3 (LGD 5, to
82%)

Senior notes and debentures to Caa3 (LGD 6, 95%) from Ca (LGD 6,
95%)

The following rating is affirmed:

Speculative Grade Liquidity rating at SGL-3

Ratings Rationale

The upgrade acknowledges Rite Aid's ability to address its 2015
debt maturities by refinancing them until 2020 without increasing
its interest expense. Moody's believe that the refinancing of Rite
Aid's 2015 debt maturities somewhat reduces the likelihood of Rite
Aid voluntarily choosing to restructure its debt over the medium
term.

However, Rite Aid's Caa1 Corporate Family Rating reflects that the
likelihood of a debt restructuring remains high given its weak
credit metrics and unsustainable capital structure. Rite Aid's
debt to EBITDA was 8.8 times and EBITA to interest expense was 0.8
times for the year ending March 3, 2012. Moody's believes that
Rite Aid's earnings will continue to benefit from Walgreen's
dispute with Express Scripts as well as from the strong generic
pipeline. However, 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 the need to address its sizable 2014
debt maturities against the likelihood that any refinancing may be
at a higher interest rate. Although, Moody's notes that Rite Aid's
2014 debt maturities are of its first lien secured debt which
Moody's believes will be easier to refinance than Rite Aid's
unsecured debt. Positive ratings consideration is given to Rite
Aid's adequate liquidity, its large revenue base and the solid
opportunities of the prescription drug industry.

The stable outlook acknowledges Rite Aid's adequate liquidity and
lack of near dated debt maturities. Rite Aid's next significant
debt maturity is in 2014 when the remaining $1 billion of term
loans is due. In addition, the stable outlook reflects Moody's
expectation that Rite Aid's earnings will modestly improve but
that the improvement will not meaningfully improve its credit
metrics.

A higher rating would require that Rite Aid's operating
performance to improve or absolute debt levels to fall such that
it demonstrates that it can maintain EBITA to interest expense
above1.0 time and debt to EBITDA below 8.0 times, a level that is
more sustainable over the longer term. In addition, a higher
rating would require Rite Aid to continue to maintain adequate
liquidity.

Rite Aid's ratings could be lowered if the company experiences a
decline in earnings or liquidity, should free cash flow become
persistently negative, or should the probability of default
increase including by way of a distressed exchange.

The principal methodology used in rating Rite Aid Corporation was
the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania,
operates about 4,800 drug stores in 31 states and the District of
Columbia. Revenues are about $26 billion.


SAVTIRA CORP: CEO Explains Financial Issues in Letter to Creditors
------------------------------------------------------------------
The Herald-Tribune reports that Savtira Corp. chairman and chief
executive Timothy Roberts sent a long and often opaque letter to
shareholders and creditors to explain the company's financial
problems and lash out at "individuals" who are trying to "derail
our strategy."

According to the report, Savtira, which is attempting to develop a
"Cloud Commerce System" that would sell both physical and digital
goods online, has garnered headlines recently for filing
bankruptcy and for a Labor Department probe.

The report notes the federal agency contends Savtira has failed to
pay employees regularly since at least January, which would
violate fair labor standards laws. In response, Savtira shut its
doors.  "That event is the most difficult thing I have ever
endured," the report quotes Mr. Roberts as stating.  "The day we
closed the door and sent our employees home felt like sending my
family away."

The report relates Mr. Roberts blamed some of the difficulties on
"insidious actions of a few individuals who have colluded to
interfere with our business."  He later refers to the unnamed
individuals as "malicious predators" who have infringed on
protected patents by forming competitive companies.

Amir Kurtovic at St. Louis Business Journal reported that Mr.
Roberts, in an interview with the Tampa Bay Business Journal, an
affiliated publication, called the Company's bankruptcy filing a
strategic move.  "We were forced to file Chapter 11," wrote Mr.
Roberts.  "This is actually a protection bubble around the company
to ward off this hostile takeover attempt.  We have plenty of
money circling us and now that the blood is in the water the
sharks are all circling.  We feel confident we will come out of
this quickly and fully funded."

St. Louis Business Journal reported Savtira faces multiple
lawsuits from employees and vendors over unpaid bills and is being
investigated by the U.S. Department of Labor.  The sheriff also
confiscated computer equipment Savtira had leased from a vendor.

According to St. Louis Business Journal, Mr. Roberts also said he
had proposals and tax incentives from cities in five states,
including St. Louis, to move his company.

St. Louis Business Journal noted, however, that Jeff Rainford,
chief of staff to St. Louis Mayor Francis Slay, said there was no
agreement or contract between the city and Mr. Roberts.  Mr.
Rainford indicated that any possible incentives Savtira could get
for moving would be contingent on creating jobs.

According to St. Louis Business Journal, Savtira has similar
incentives in Florida, where the company qualified for $2.65
million in tax breaks from the city, county and state government.
The tax incentives were contingent on creating 265 high-paying
jobs, which to date have not materialized.

                           About Savtira

Based in Tampa, Florida, Savtira Corp. -- http://www.savtira.com/
-- engages in the business of digital distribution with a
software-as-a-service (SaaS) e-commerce platform that is a turnkey
system for the distribution, marketing, merchandising, and selling
of both digital media and physical goods in a single store and a
single, unified shopping cart.

Savtira Corporation, aka Savtira Corporation of Delaware, filed
for Chapter 11 protection on April 27, 2012 (Bankr. M.D. Fla. Case
No. 12-06471).  Judge Catherine Peek McEwen presides over the
case.  Vincent B. Lynch, Esq., at Vincent Lynch, PA, represents
the Debtor.  The Debtor estimated assets of between $1 million and
$10 million and debt of between $10 million and $50 million.


SCI REAL ESTATE: Plan Confirmation Hearing Set for June 13
----------------------------------------------------------
The Hon. Peter H. Carroll of the Bankruptcy Court for the Central
District of California approved the second amended disclosure
statement in support of the first amended plan of liquidation
filed by SCI Real Estate Investments LLC dated April 19, 2012.

The Court set the confirmation hearing to approve the Plan on June
13, 2012, at 9:30 a.m.  The Court also fixed May 30, 2012, as
voting deadline and as the last day for any interested party to
file any opposition to confirmation of the Plan.

The disclosure statement supports the liquidating plan filed by
the Debtors under which all of the Debtors' assets will be
transferred to a Liquidating Trust on the Effective Date.  The
Plan's objective is for the Liquidating Trustee to liquidate the
Liquidating Trust Assets and distribute the proceeds of the
liquidation to the Holders of Allowed Claims in satisfaction of
the Debtors' obligations.

The Plan provides for the substantive consolidation of the two
Debtors into a single entity, divides Holders of Claims and
Interests into Classes based on their legal rights and interests,
and provides for the treatment of each of those Classes.  The Plan
provides that the Liquidating Trust will be administered by the
Liquidating Trustee under the supervision of the Post-Confirmation
Oversight Committee that will be comprised of the members of the
Committee who choose to serve.

The Holders of Interests will not receive or retain anything on
account of their Interests.  Only Classes 1, 2 and 4 are impaired
and deemed eligible to vote under the plan.

The Plan designates four Classes of Claims and one Class of
Interests.  The classification and treatment of claims under the
Plan are:

     A. Class 1 (2009 Pledge and Security Agreements) will be
        paid at such time and from the Net Proceeds generated from
        the disposition of the Collateral securing the Claims.
        These claims are estimated to be $7.44 million and
        recovery is estimated to be 100%.

     B. Class 2 (SCICG Mezzanine Fund I, LLC) will be paid from
        the Net Proceeds generated from the disposition of the
        Collateral securing the Claims.  These claims are
        scheduled for $10.8 million and recovery is estimated to
        be 100%.

     C. Class 3 (Claims for Wages) will be paid in full on the
        later of (1) the Effective Date or as soon as practicable
        thereafter and (2) if the Priority Unsecured Claim is a
        Disputed Claim, after the dispute is resolved by agreement
        of the parties or a Final Order.  These claims are
        scheduled for $23,500 and recovery is estimated to be
        100%.

     D. Class 4 (All Allowed General Unsecured Claims) will be
        made by the Liquidating Trustee as follows:

        (1) On the Effective Date, or as soon as practicable
            thereafter, the Liquidating Trustee will distribute
            the sums then available to the Holders of Allowed
            Class 4 General Unsecured Claims on a pro rata basis.

        (2) If at any time after the Effective Date the
            Liquidating Trustee is holding more than $1,000,000 in
            Available Cash or at such times as instructed by the
            Post-Confirmation Oversight Committee, the Liquidating
            Trustee will distribute the Available Cash to the
            Holders of Allowed Class 4 General Unsecured Claims on
            a pro rata basis; and

        (3) Upon the resolution of all Claims and litigation, and
            the liquidation of all Liquidating Trust Assets, the
            Liquidating Trustee will distribute all Cash remaining
            in the Liquidating Trust by making a final
            distribution to the Holders of Allowed Class 4 General
            Unsecured Claims.

        These claims are scheduled for $44.85 million and
        percentage recovery is unknown.

     E. Class 5 (Membership Interests) will receive no value under
        the plan.

A full-text copy of the disclosure statement is available for
free at http://bankrupt.com/misc/SCI_ds_2nd.pdf

                About SCI Real Estate Investments

Los Angeles, California-based SCI Real Estate Investments,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Calif. Case No. 11-15975) on Feb. 11, 2011.  Jeffrey W. Dulberg,
Esq., at Pachulski Stang Ziehl & Jones LLP, serves as the Debtor's
bankruptcy counsel.  Haskell & White LLP as accountant. Kennerly,
Lamishaw & Rossi LLP as special real estate counsel.  The Debtor
disclosed $55,431,222 in assets and $69,514,028 in liabilities as
of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of SCI Real Estate Investments.  Levene, Neale,
Bender, Yoo & Brill L.L.P., represents the Committee as its
general bankruptcy counsel.


SEARS HOLDINGS: Seven Directors Elected at Annual Meeting
---------------------------------------------------------
Sears Holdings Corporation held its annual meeting of stockholders
at the Company's offices in Hoffman Estates, Illinois, on May 2,
2012.  Louis J. D'Ambrosio, William C. Kunkler, III, Edward S.
Lampert, Steven T. Mnuchin, Ann N. Reese, Emily Scott and Thomas
J. Tisch were elected to the Board of Directors for a one-year
term expiring at the 2013 annual meeting of stockholders and until
their successors are elected and qualified.  The stockholders
approved, by an advisory vote, the compensation of the named
executive officers.  The stockholders approved the amended and
restated Sears Holdings Corporation Umbrella Incentive Program.
The stockholders also ratified the appointment of Deloitte &
Touche LLP as the Company's independent registered public
accounting firm for 2012.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Jan. 28, 2012, showed
$21.38 billion in total assets, $17.04 billion in total
liabilities, and $4.34 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SECURITY BANK NA: Closed; Banesco USA Assumes All Deposits
----------------------------------------------------------
Security Bank, National Association, of North Lauderdale, Fla.,
was closed on May 4, 2010, by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Banesco USA
of Coral Gables, Fla., to assume all of the deposits of Security
Bank, National Association.

The three branches of Security Bank, National Association, will
reopen during its normal business hours as branches of Banesco
USA.  Depositors of Security Bank, National Association, will
automatically become depositors of Banesco USA.  Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.
Customers of Security Bank, National Association, should continue
to use their existing branch until they receive notice from
Banesco USA that it has completed systems changes to allow other
Banesco USA branches to process their accounts as well.

As of March 31, 2012, Security Bank, National Association had
around $101.0 million in total assets and $99.1 million in total
deposits.  In addition to assuming all of the deposits of the
failed bank, Banesco USA agreed to purchase essentially all of the
assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-523-8209.  Interested parties also can
visit the FDIC's Web site at

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

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $10.8 million.  Compared to other alternatives, Banesco
USA's acquisition was the least costly resolution for the FDIC's
DIF.  Security Bank, National Association, is the 23rd FDIC-
insured institution to fail in the nation this year, and the third
in Florida.  The last FDIC-insured institution closed in the state
was First Guaranty Bank and Trust Company of Jacksonville, in
Jacksonville, on Jan. 27, 2012.


SEQUENOM INC: Incurs $24.4 Million Net Loss in First Quarter
------------------------------------------------------------
Sequenom, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $24.45 million on $14.92 million of total revenues for the
three months ended March 31, 2012, compared with a net loss of
$12.67 million on $13.51 million of total revenues for the same
period during the prior year.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $171.88
million in total assets, $43.31 million in total liabilities and
$128.56 million in total stockholders' equity.

"Our performance during the quarter reflects the successful
achievement of our operational goals throughout the organization,
specifically those associated with the expansion of Sequenom CMM's
testing services and the launch and rapid adoption of the
MaterniT21 PLUS laboratory developed test," said Paul V. Maier,
Sequenom's CFO.  "We ended the quarter with a favorable cash
position as we continued to strengthen our balance sheet, raising
$58.2 million during the period through an underwritten public
offering, the proceeds of which will primarily be used to fund the
expansion of our operations in support of the growing demand for
our testing services."

As of March 31, 2012, total cash, cash equivalents, and marketable
securities were $119.7 million.  Net cash used in operating
activities was $23.3 million for the first quarter, while
purchases of capital equipment for the same period totaled $1.8
million, funded primarily through utilization of the Company's
credit facility.  As of March 31, 2012, the Company had borrowed
$17.0 million under the credit facility.

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

                        http://is.gd/SXFDI1

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.


SOMERSET APARTMENTS: To Pay Claims From R.E. Sales Under Plan
-------------------------------------------------------------
Somerset Meadows LLC and Duvall-Watson LLC filed a disclosure
statement in support of their reorganization plan of
reorganization dated March 26, 2012.

The Plan provides for the substantive consolidation of the assets
and liabilities of both Debtors and the surviving entity --
Somerset -- will be the Reorganized Debtor.  Each Class is treated
as either impaired or unimpaired under the terms of the Plan.  In
general, the priority claims will be paid in full, the Mechanics
lien claims will be paid in full, the secured claim of FirsTier
Bank will be paid up to its allowed secured claim of $9 million,
and the unsecured creditors will be paid the balance of the sale
proceeds of the Debtors' real estate projects up to a maximum
payout of $3 million.  The ownership classes of each Debtor will
be cancelled and new ownership will be issued to those unsecured
creditors who elect to receive member interests in lieu of cash.
The Debtors estimate that it will take up to five years to sell
out the real estate projects though seven years is allowed to
account for unforeseen circumstances.

As a means of executing the Plan, the Reorganized Debtor will
continue to market and sell the real estate that comprises the
project for the benefit of creditors.  The Reorganized Debtor will
also be authorized to pursue its claim objection and lender
liability claims against FirsTier Bank.  The Plan provides for an
orderly sale of individual lots or project parcels in the ordinary
course of business, the pursuit of entitlements for those parcels
that do not yet have them, refinancing of all or a portion of the
secured debt at any time, or the sale of all or part of the
project in a single or multiple sale transactions.

The classification and treatment of claims under the plan are:

     A. Class 1 (Priority Claims) consists of certain pre-petition
        wages and employee claims.  These claims be paid in full
        on the Effective Date but the Debtor does not expect any
        claims in this category.

     B. Class 2 and B (Allowed Secured Claim held by the Boulder
        County Treasurer) will be Allowed in their full amount and
        paid with interest at the statutory rate.  The Debtor
        expects to pay these secured claims as lots or parcels of
        property are sold.

     C. Class 3, 4, C, and D (Allowed Secured Claims held by
        Mechanics Lien Claimants) will accrue interest at the rate
        of 4% per annum.  The claims will be paid when the real
        property securing each given claim is sold.

     D. Class 5 and E (Allowed Secured Claims held by FirsTier
        Nebraska) will be allowed in the amount of $9,000,000.
        The lien position of the Class 5 and E claims will be
        unaffected by the Plan.  However, as parcels of property
        are sold, the Class 5 and E lien will no longer attach to
        the property and will attach to the proceeds subject to
        distribution under the Plan.  The interest rate that will
        be applied to the Class 5 and E claim will be fixed at a
        rate of LIBOR plus 3 points as of the confirmation date.
        Commencing on Aug. 31, 2012, the claim will be paid
        interest only on a monthly basis.  Added payments will be
        applied to the secured claim as parcels of property are
        sold and the net proceeds are applied to the claim.

     E. Class 6 and F (Allowed Claims held by unsecured creditors)
        will receive a pro-rata distribution of the net proceeds
        which remain from the sale of the real property after
        senior creditor classes are paid in full.  The maximum
        distribution to Class 6 and F will be $3,000,000.
        Assuming that the total amount of unsecured creditor
        claims receiving payment will be $9,872,541 and the
        distribution is $3,000,000, creditors will receive 30% on
        account of each dollar of claim.  In addition to the
        distributions from sale of the property, the unsecured
        creditors will also receive the net recovery on any
        avoidance Actions pursued by the Debtors.  Class 6 and F
        will also have the option to elect to receive new member
        interests in the Reorganized Debtor in lieu of payment.

     F. Class 7 and G (Interests held by pre-confirmation members)
        will be cancelled on the Effective Date.

The hearing to consider the adequacy of the Disclosure Statement
will be held on May 18, 2012, at 9:00 a.m.

A copy of the disclosure statement is available for free at:

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

The U.S. Trustee has filed an objection to the Disclosure
Statement claiming that Section 11.9 of the Plan contains an
overly broad exculpation clause that releases various nondebtors,
including representatives of the Debtor and its professionals,
from any liability for past, present and future acts and omissions
that in some way relate to the bankruptcy case or Plan, except for
claims based on gross negligence or willful misconduct.  At a
minimum, the exculpation provision contemplates that third parties
would be released from, for example, claims arising from their own
future negligence.

             About Duvall-Watson and Somerset Meadows

Duvall-Watson LLC is a real estate development company formed to
develop a residential real estate project in Longmont, Colorado.
The project, including land owned by Duvall-Watson and Somerset
Meadows LLC, contains 18 finished lots and 177 preliminary
approved lots in subdivisions known as Somerset Meadows and The
Highlands at Somerset Meadows.

Duvall-Watson LLC and Somerset Meadows LLC filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case Nos. 11-39586 and 11-39584) on
Dec. 27, 2011.  Each Debtor estimated $10 million to $50 million
in assets and debts.  Judge Howard R. Tallman presides over the
case.


SOUTHERN DEVELOPMENT: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Southern Development Co., Inc.
        845 Bald Eagle Drive
        Marco Island, FL 34145

Bankruptcy Case No.: 12-06874

Chapter 11 Petition Date: May 1, 2012

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $2,800,000

Scheduled Liabilities: $13,705,936

A copy of the Company's list of its nine largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-06874.pdf

The petition was signed by Mario Curiale, president.

Affiliates that previously filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Marco Building Supply, Inc.           11-16971            09/08/11
Mario Curiale                         11-17867            09/26/11


SPRINGLEAF FINANCE: Bank Debt Trades at 5% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Springleaf Finance
is a borrower traded in the secondary market at 94.65 cents-on-
the-dollar during the week ended Friday, May 4, 2012, an increase
of 0.44 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 425 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 10, 2017, and
carries Moody's 'B2' rating and Standard & Poor's 'CCC+' rating.
The loan is one of the biggest gainers and losers among 162 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         About Springleaf

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                           *     *     *

Moody's said in May 2012 that Springleaf's B3 corporate family
rating reflects its position as an established national branch-
based consumer lender, its conservative credit culture and
controls, and its adequate capital position. These factors are
offset by the company's funding constraints and weak operating
performance.

In February 2012, Standard & Poor's Ratings Services lowered its
issuer credit rating on Springleaf Finance Corp. and its issue
credit rating on the company's senior unsecured debt to 'CCC' from
'B'.  The outlook on Springleaf's issuer credit rating is
negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

Reports in April 2012 said Springleaf Finance Corp., the subprime
lender owned by Fortress Investment Group, has hired restructuring
lawyers as it struggles to raise new funds and grapples with
billions in debt coming due later this year.  Fortress Investment
Group's consumer lending unit, Springleaf Financial Services
has hired law firm, Dewey & LeBouef, to restructure its business,
a person close to the matter told Reuters.


SPRINT NEXTEL: Files Form 10-Q; Incurs $863MM Net Loss in Q1
------------------------------------------------------------
Sprint Nextel Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $863 million on $8.73 billion of net operating
revenues for the three months ended March 31, 2012, compared with
a net loss of $439 million on $8.31 billion of net operating
revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $50.61
billion in total assets, $40.02 billion in total liabilities and
$10.59 billion in total shareholders' equity.

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

                       http://is.gd/eeyxGs

                       About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

                          *     *     *

In February 2012, Moody's Investors Service assigned a B3 rating
to Sprint Nextel's proposed offering of Senior Unsecured Notes and
a Ba3 rating to Sprint's proposed offering of Junior Guaranteed
Unsecured Notes. The proceeds will be used for general corporate
purposes, the repayment of existing debt, network expansion and
modernization, and the potential funding of Clearwire. All of
Sprint's ratings remain on review for possible downgrade,
including those assigned and the company's B1 corporate family
rating and B1 probability of default rating.

Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Sprint's proposed $1 billion of
senior guaranteed notes due 2020.  These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 billion revolving credit facility. The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery in
the event of payment default.

Fitch Ratings has assigned ratings to Sprint's $2 billion notes
offering.  This includes a 'BB/RR2' rating to the junior
guaranteed unsecured notes due 2020 and a 'B+/RR4' rating to the
unsecured senior notes due 2017.


SPYGLASS ESTATE: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Spyglass Estate Planning, LLC,
        a Delaware limited liability company
        3525 Del Mar Heights, Suite 765
        San Diego, CA 92130

Bankruptcy Case No.: 12-06417

Chapter 11 Petition Date: May 1, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Elissa D. Miller, Esq.
                  SULMEYER KUPETZ
                  333 South Hope Street
                  Los Angeles, CA 90071
                  Tel: (213) 626-2311
                  E-mail: emiller@sulmeyerlaw.com

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

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

A copy of the Company's list of its 16 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/casb12-06417.pdf

The petition was signed by Antonios Isaac, member.


SQUARE AT FALLING RUN: Placed in Chapter 7 Liquidation
------------------------------------------------------
The Square at Falling Run, LLC, will be liquidated under Chapter 7
of the Bankruptcy Code after Judge Patrick M. Flatley sided with
The Square's lender First United Bank & Trust, which filed the
involuntary Chapter 7 bankruptcy for the Company.  First United
has established its standing under 11 U.S.C. Sec. 303(b)(2) to
bring the involuntary petition against The Square, as well as
grounds for relief under Sec. 303(h), Judge Flatley said in an
April 30, 2012 Memorandum Opinion available at http://is.gd/9Gu0Yx
from Leagle.com.

On Dec. 19, 2008, several entities controlled by common principals
borrowed $2.48 million from First United on a non-revolving line
of credit.  The Square, which also shares principals common to the
borrowing entities, guaranteed the Borrowing Entities'
indebtedness to First United.  By signing the Dec. 19, 2008
Commercial Guaranty, The Square obligated itself to the
performance and prompt payment, upon request, of all indebtedness
when due, whether at maturity or earlier.  To secure The Square's
performance of the Guaranty, First United took a credit line
leasehold deed of trust on The Square's leasehold interest in the
April 17, 2008 Ground Lease executed by the City of Morgantown
Building Commission, as lessor, and The Square and McCoy 6
Apartments, Limited Liability Company, as lessees.  The Ground
Lease required, in part, that The Square and McCoy 6 build a
parking structure on the leased property by April 1, 2011.

The Borrowing Entities defaulted on the note owed to First United.
Subsequently, First United filed a complaint against The Square in
the District Court for the Northern District of West Virginia
(Case No. 1:11-cv-31) on March 18, 2011, alleging The Square's
default on the Dec. 19, 2008 loan agreement and Guaranty,
demanding damages flowing from the default, and seeking the
appointment of a receiver to take control of The Square's assets
and operations.  While the district court litigation was
proceeding, however, the City sent all interested parties notice
of its intent to terminate the lease with The Square based on The
Square's failure to complete the contemplated parking structure on
the leased property by the April 1, 2011 deadline.

First United's receipt of the City's notice of termination
precipitated its decision to file an involuntary Chapter 7
petition (Bankr. N.D. W.Va. Case No. 11-00753) against The Square.

First United asserts that the Court should enter an involuntary
order for relief against The Square because (1) it holds a non-
contingent claim of $2.48 million that is not the subject of a
bona fide dispute as to liability or amount; (2) its claim is at
least $14,425 more than the value of any lien on The Square's
property securing its claim; (3) The Square has fewer than 12
creditors; and (4) The Square is generally not paying its debts as
they become due.

The Square asserts that First United's claim is contingent and is
the subject of a bona fide dispute, First United is its only
creditor causing this case to be only a two-party dispute, and
First United filed the involuntary petition in bad faith.

"Objectively speaking, The Square failed to show how invoking the
bankruptcy process is not something a reasonable creditor in First
United's position would do," Judge Flatley said.

The Court noted that McCoy 6, Augusta Apartments, LLC, and Grand
Central Building Limited Liability Company of Morgantown filed for
bankruptcy protection, and a common bankruptcy trustee was
appointed to administer each of the bankruptcy estates.  McCoy 6
and The Square are both lessees to the Ground Lease with the City,
and the Chapter 11 bankruptcy estate of McCoy 6 is being
administered by a trustee, Robert L. Johns, who is also the gap
trustee appointed in The Square's involuntary case.

The Court said First United is trying to take advantage of
synergies that can be achieved by having the businesses of both
entities to the Ground Lease being administered in bankruptcy by a
common trustee, and attempting to receive payment according to the
bankruptcy priority scheme from any value that may be realized
from the common administration of related debtor entities.


TENET HEALTHCARE: Fitch Raises Issuer Default Rating to 'B'
-----------------------------------------------------------
Fitch Ratings has upgraded Tenet Healthcare Corporation's ratings,
including the company's Issuer Default Rating (IDR), to 'B' from
'B-'.  The Rating Outlook is Stable.  The ratings apply to
approximately $4.5 billion of debt at Dec. 31, 2011.

The 'B' IDR Primarily Reflects the Following Factors:

  -- While Tenet's liquidity and financial flexibility have
     recently improved, the company's ability to generate positive
     free cash flow remains strained.

  -- Otherwise, Tenet's liquidity profile is solid.  Near-term
     debt maturities are limited and the company has adequate
     available liquidity in cash on hand and credit revolver
     availability.

  -- Organic operating trends in the for-profit hospital industry
     are weak, and Fitch expects weak patient utilization trends
     and the associated drag on top-line performance to persist
     throughout the rest of 2012.

  -- Tenet has made significant progress in improving its industry
     lagging profitability since 2008 and Fitch believes that
     Tenet has made some durable reductions to its cost structure.

Positive Trend in Credit Metrics

Tenet's credit metrics, including debt leverage and interest
coverage, are strong relative to the 'B' IDR. Pro forma for a $300
million notes issuance last week, which resulted in a 0.3x
increase in debt-to-EBITDA, Fitch calculates pro forma gross debt-
to-EBITDA of 4.1 times (x) and EBITDA-to-LTM interest expense of
3.0x.  Leverage through the secured debt is 2.4x.  Tenet's gross
debt-to-EBITDA has declined dramatically since 2007, dropping to
near 4.0x from 6.5x.

The decline in debt leverage was entirely the result of growth in
EBITDA primarily stemming from operational improvements.
Operating EBITDA has expanded by 59% since 2008 as the result of
2.0% CAGR in revenue and a 390 bps expansion of the operating
EBITDA margin.  At 4.1x debt-to-EBITDA, Tenet's debt level is in
the middle of the range of its peer companies, and Fitch does not
expect the company to apply cash to debt reduction beyond some
small note maturities in 2012 - 2013.

Improving Financial Flexibility

During 2011, Tenet made progress in extending debt maturities and
refinancing some of its higher cost debt.  In November 2011, Tenet
issued $900 million of 6.25% senior secured notes due 2018 and
used a portion of the proceeds to refund the $714 million 9%
senior secured notes maturing 2015.  Also in November 2011, Tenet
entered into an amendment to its credit facility, extending final
maturity by one year, to November 2016.  There is a springing
maturity under the bank facility to fourth-quarter 2014 unless the
company refinances or repays $238 million of its $474 million
9.25% senior notes maturing 2015.

Tenet's debt agreements do not include financial maintenance
covenants, except for a 2.1x fixed charge coverage ratio test
under the bank facility that is in effect whenever availability
under the revolver is less than $80 million (at Dec. 31, 2011
availability was $574 million).

The debt agreements do allow significant capacity for additional
debt, including secured debt.  Under the indentures covering the
senior secured notes, secured debt is permitted up to the greater
of $3.2 billion and 4.0x EBITDA.  Debt secured on a basis pari
passu to the secured notes is limited to the greater of $2.6
billion and 3.0x EBITDA.  Fitch estimates that Tenet had about $1
billion of incremental capacity for debt secured on a basis pari
passu to the senior secured notes and about $2 billion of total
incremental secured debt capacity at Dec. 31, 2011.

Strained FCF Profile

Tenet's negative free cash flow (FCF, cash from operations less
capital expenditures and dividends) profile remains the most
important credit risk.  In 2011, Fitch calculates FCF for Tenet of
negative $2 million.  The company's negative FCF in 2011 was
influenced by an increase in accounts receivable due to the delay
of state Medicaid payments and provider taxes and about $44
million of cash payments for litigation expense.

Fitch notes that the rate of cash burn has been steadily improving
over the past several years, showing continued incremental
progress in achieving positive cash flow.  Fitch's projects that
Tenet's FCF will be slightly positive in 2012 based in part on
improved profitability and positive cash tax implications of a
$1.8 billion net operating loss.

Improvement in Operating Results

Tenet's patient volume growth trends shifted favorably beginning
in 2011 and for 1Q'12, Tenet reports adjusted admissions growth of
2.8%, its sixth consecutive quarter of positive growth.  Positive
volume growth has helped the company improve its industry lagging
profitability.  Although Tenet continues to be less profitable
than its peers, a 55 bps improvement in its Dec. 31, 2011 LTM
EBITDA margin to 12.2% versus its 2010 EBITDA margin of 11.65%
indicates that it is making incremental progress in closing the
gap.

Since there are no apparent catalysts for near-term improvement in
organic patient volumes, Fitch thinks patient volume trends in the
for-profit hospital industry will remain weak throughout the rest
of 2012.  Trends that indicate higher levels of structural
unemployment and growth in the consumer share of healthcare
spending support an expectation of weak organic volume trends in
the sector for some time to come. Continued strength in pricing
will be critical to maintenance of profitability.  There some
concerning headwinds to the pricing outlook, particularly in
government reimbursement rates (Medicare and Medicaid payors).

Tenet's recently improved level of profitability should be
supported by its high level of outpatient healthcare services
acquisitions.  Starting in 2010, the company began a strategy of
vertical integration in markets where it has an existing inpatient
hospital presence, buying various outpatient assets, such as
diagnostic imaging centers, ambulatory surgery centers and
oncology centers.  In 2011, Tenet spent $84 million on 15
outpatient facility acquisitions.

This acquisition strategy is somewhat different than the current
focus of Tenet's peer companies, which is to augment weak organic
growth through the acquisition of inpatient acute-care hospitals.
Outpatient acquisitions will not have as immediate of an impact of
topline growth as inpatient acquisitions because outpatient
volumes generate less revenue.  Outpatient volumes are typically,
however, more profitable.

Shareholder Friendly Capital Deployment

Tenet's capital deployment has recently become more shareholder
friendly, as evidenced by use of the proceeds of a $300 million
notes issue last week to retire preferred stock.  The company has
also deployed cash for share repurchases in recent periods.  In
2011, Tenet spent about $375 million of cash on share buy-backs.
This was the first time the company has bought back shares in
recent history.  During Q1'12 the company reports that it
repurchased $26 million worth of shares.

Guidelines for Further Rating Actions

Maintenance of a 'B' IDR for Tenet would be consistent with credit
metrics maintained at current levels, coupled with an expectation
of sustained positive FCF generation.  More clarity on Tenet's
cash deployment strategy would also support the ratings in light
of the company's recently more shareholder friendly capital
deployment.  A negative rating action for Tenet is unlikely in the
near term but deterioration in the operating trend that results in
lower profitability and ongoing negative FCF generation could
result in a downgrade.

Debt Issue Ratings

Fitch has taken the following rating actions on Tenet:

  -- IDR upgraded to 'B' from 'B-';

  -- Senior secured credit facility and senior secured notes
     upgraded to 'BB/RR1' from 'BB-/RR1';

  -- Senior unsecured notes affirmed at 'B/RR4', previous rating
     'B/RR3'.

The recovery ratings (RR) reflect Fitch's expectation that the
enterprise value of Tenet will be maximized in a restructuring
scenario (going concern), rather than a liquidation.  Fitch uses a
6.5x distressed enterprise value (EV) multiple and stresses LTM
EBITDA by 35%, considering post restructuring estimates for
interest and rent expense and maintenance level capital
expenditure.

The affirmation of the unsecured notes rating at 'B' despite the
upgrade of the IDR is based on a lower estimated distressed EV
multiple.  In its previous recovery analysis for Tenet, Fitch
assigned a 7.0x multiple.  The 6.5x multiple is based on recent
acquisition multiples in the healthcare provider space as well as
the recent trends in the public equity valuations of the for-
profit hospital providers.

Fitch estimates Tenet's distressed enterprise valuation in
restructuring to be approximately $4.9 billion.  The 'BB+/RR1'
rating senior secured bank facility and senior secured notes
reflects Fitch's expectations for 100% recovery for these
creditors.  The 'B/RR4' rating on the unsecured notes rating
reflects Fitch's expectations for recovery in the 31% - 51% range.

Total debt of $4.5 billion at Dec. 31, 2011 consisted primarily
of:

Senior unsecured notes:

  -- $57 million due 2012;
  -- $216 million due 2013;
  -- $60 million due 2014;
  -- $474 million due 2015;
  -- $600 million due 2020;
  -- $430 million due 2031.

Senior secured notes:

  -- $714 million due 2018;
  -- $900 million due 2018;
  -- $925 million due 2019.


TPF II: S&P Cuts Rating on $205MM Facilities to 'B-'; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on TPF II LC
LLC's $205 million in first-lien facilities to 'B-' from 'B+'.
"The facilities consist of a $165 million seven-year senior
secured term loan ($74.5 million outstanding as of Dec. 31, 2011)
and a $40 million revolving facility, both of which mature in
2014. The recovery rating on the secured facilities is '1',
indicating our expectation of very high (90% to 100%) recovery of
principal in the event of default. The rating outlook is
negative," S&P said.

"The cleared capacity prices for the Pennsylvania-Jersey-Maryland
(PJM) region's regional transmission organization (RTO) for the
delivery years 2011-2012 and 2012-2013 are significantly lower at
$16.46 per megawatt (MW) day and $27.73 per MW-day than the $110
per MW-day for the delivery year 2011-2012. (The delivery year
begins on June 1.) As a result, TPF II's merchant capacity
revenues will decline by more than 80% beginning in the second
half of 2012 through the first quarter of 2013 compared with the
first half of 2012. At this level, we calculate that the project
will need about $3.5 million in merchant energy margins to meet
its compliance covenant calculation beginning in the second half
of 2012 through the first quarter of 2013. In addition, based on
the project's historical performance (capacity factors at the two
projects have historically been below pro forma expectations,
averaging about 1% at Crete and less than 1% at Lincoln between
2007 and 2011, though Lincoln was contracted during this period),
and current weak energy market conditions, we believe it could be
difficult for the project to generate sufficient cash flows to
meet mandatory debt service," S&P said.

"Under our projections, the project will use up the available cash
on its balance sheet by the end of the first quarter of 2013 and
will have to tap its debt service reserve thereafter," said
Standard & Poor's credit analyst Theodore Dewitt. "Absent equity
cures, the project faces a covenant default in the first half of
2013 and a potential payment default in 2013."

"The negative outlook on the ratings reflects our view that
reduced revenue earned from merchant energy and a drop in capacity
prices will leave the project with insufficient cash from
operations to cover mandatory debt service beginning in 2012.
Absent equity cures or other measures the project will likely
experience a covenant default in the first half of 2013 and a
potential payment default by the end of 2013. We could return the
outlook to stable if project management intervenes with equity
cures or other measures. Absent this intervention further
downgrades are likely as the project utilizes its liquidity," S&P
said.


TRAINOR GLASS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Trainor Glass Company filed with the Bankruptcy Court 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           $14,276,745
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $34,059,905
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,373,289
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $29,407,477
                                 -----------      -----------
        TOTAL                    $14,276,745      $64,840,672

A full text copy of the company's financial report is available
free at http://bankrupt.com/misc/TRAINOR_GLASS_sal.pdf

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
estimated both assets and debts of between $50 million and $100
million.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRIBUNE CO: Bank Debt Trades at 31% Off in Secondary Market0
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 68.69 cents-on-the-
dollar during the week ended Friday, May 4, 2012, an increase of
1.15 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.  The
loan is one of the biggest gainers and losers among 162 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


U.S. STEEL: Fitch Downgrades Issuer Default Rating to 'BB'
----------------------------------------------------------
Fitch Ratings downgrades United States Steel Corporation's (U.S.
Steel; NYSE: X) Issuer Default Rating (IDR) to 'BB-' from 'BB'.
The Rating Outlook is Stable.

The ratings reflect adequate liquidity, weak but improving market
conditions, and a period of higher financial leverage while
earnings are below expected average.

The Stable Outlook reflects Fitch's view that U.S. Steel's
liquidity is sufficient to support operations should the recovery
remain weak for the next 12-18 months.

Fitch believes that free cash flow could be negative $160 million
to neutral in 2012 given high capital spending offset by a modest
work down of raw material inventory.  Capital expenditures are
expected to remain at elevated levels with projects to improve
costs or for new products.

While management has a high degree of control over its raw
materials, the company has a large fixed cost base and industry-
wide capacity utilization in North America has been less than 80%,
thereby pressuring earnings.  Industry-wide capacity utilization
has averaged 78% in the U.S. for the year to date and recently hit
81%, and U.S. Steel's capacity utilization for North America for
the first quarter was 83%.  There is no raw steel being produced
in Hamilton, which accounts for 2.3 million net tons or 9.5% of
annual North American capacity.

EBITDA for the year is expected to be $1.5 billion improving over
the recovery to about a $2 billion run-rate.  EBITDA was $375
million in 1Q'12 compared with $64 million in 1Q'11 and a loss of
$8 million in 4Q'11. EBITDA was $836 million in 2011, $520 million
in 2010 and a loss of $1.1 billion in 2009.  In January 2012, the
company divested U.S. Steel Serbia, which posted losses from
operations in the amount of $17 million in 1Q'12 and $206 million
in 2011.  Debt at March 31, 2012, pro forma for the redemption of
the $300 million due in 2013, was $3.9 billion.  Fitch expects
leverage to remain under 4 times.

Liquidity is adequate with pro forma cash on hand at March 31,
2012 of $328 million, and the $875 million inventory backed
revolver and the $625 million accounts receivable facility were
fully available.  The revolver expires July 20, 2016, and the
receivables facility expires July 18, 2014.  The revolver has a
1.00:1.00 fixed charges coverage ratio requirement only at such
times as availability under the facility is less than the greater
of 10% of total commitments and $87.5 million.

Pro forma scheduled maturities of debt are estimated to be $20
million in 2012, $863 million in 2014, and $178 million in 2015.
The $863 million due in 2014 is an out-of-the-money convertible
issue.

Capital expenditure guidance for 2012 is $900 million.  Fitch
expects interest expense in the range of $240 million to $255
million.

A review of the ratings would be warranted should liquidity
deteriorate beyond current expectations or if results are weaker
than expected.  Fitch would consider a positive rating action if
debt levels are materially reduced.

Fitch downgrades the following ratings for U.S. Steel:

  -- Long-term IDR to 'BB-' from 'BB';
  -- Senior secured credit facility to 'BB' from 'BB+';
  -- Senior unsecured notes to 'BB-' from 'BB'.


ULTIMATE ACQUISITION: Suit Against Mitsubishi Digital Dismissed
---------------------------------------------------------------
In the avoidance action, Alfred T. Giuliano, Chapter 7 Trustee of
Ultimate Acquisition Partners, LP, et al., v. Mitsubishi Digital
Electronics America, Inc. d/b/a Mitsubishi Digital Electronics,
Adv. Proc. No. 11-52663 (Bankr. D. Del.), Bankruptcy Judge Mary F.
Walrath granted Mitsubishi Digital's motion to dismiss the
complaint for failure to state a claim for relief, with leave to
amend.

The Debtors regularly purchased products for resale from various
manufacturers, suppliers, and distributors, including Mitsubishi.

On May 16, 2011, Mitsubishi timely filed a proof of claim
comprised of a secured claim of $49,395, and a general unsecured
claim of $569,107 and an administrative expense priority claim
under 11 U.S.C. Section 503(b)(9) of $829,393.

The Chapter 7 Trustee filed the Complaint to avoid and recover
alleged preferential transfers made to Mitsubishi on July 19,
2011.  Mitsubishi filed the Motion to Dismiss on Oct. 19, 2011.

A copy of the Court's May 1, 2012 Memorandum Opinion is available
at http://is.gd/WUk56vfrom Leagle.com.

                   About Ultimate Electronics

Ultimate Acquisition Partners, LP, and CC Retail are wholly owned
by Ultimate Acquisitions, LLC.  UAP and CC operated 46 home
entertainment and consumer electronics stores primarily in the
mid-west and western United States under the name "Ultimate
Electronics."

Investment firm Wattles Capital Management formed Ultimate
Acquisition Partners in 2005 for the purpose of acquiring Ultimate
Electronics stores out of bankruptcy.

Ultimate Acquisition and CC Retail filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-10245) on Jan. 26, 2011.
Ultimate Acquisition estimated assets and liabilities between
$100 million and $500 million.

Kathleen Campbell Davis, Esq., and Mark T. Hurford, Esq., at
Campbell & Levine LLC, in Wilmington, Del.; and Jay L. Welford,
Esq., Judith Greenstone Miller, Esq., and Jonathan C. Myers, Esq.,
at Jaffe, Raitt, Heuer & Weiss, P.C., in Southfield, Mich., served
as the Debtors' bankruptcy counsel.  Kurtzman Carson Consultants
LLC served as the claims and notice agent.

An Official Committee of Unsecured Creditors was appointed on
Feb. 9, 2011.  The Panel hired BDO USA LLP as its financial
advisor, and Cooley LLP and Womble Carlyle Sandridge & Rice PLLC
as bankruptcy counsel.

The Debtors obtained formal approval from the Court in February
2011 to conduct going-out-of-business sales at all 46 stores.
Controlled by Mark J. Wattles, Ultimate Acquisition decided to
liquidate when no one would provide financing for the
reorganization.  On May 3, 2011, the Court converted the Debtors'
cases to Chapter 7 after the store liquidation was completed and
the secured lender, General Electric Capital Corp., terminated the
right to use cash.


UNITED RENTALS: Moody's Affirms 'B2' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed United Rentals (North America),
Inc.'s (URNA's), a direct subsidiary of United Rentals
(collectively "URI"), CFR and PDR at B2 and the company's outlook
remains stable following the announcement that United Rentals,
Inc. has closed its acquisition of RSC Holdings, Inc. In a related
action, RSC's B3 CFR and PDR as well as its SGL-3 rating were
withdrawn as a result of the acquisition. URI's SGL-3 was affirmed
indicating that adequate liquidity is anticipated for the company
over the next year.

Ratings Rationale

The B2 corporate family rating (CFR) reflects URI's expected
moderate pro forma leverage for its rating, its now much larger
scale relative to its competitors, and the expectation for
strengthening operating margins. These attributes are balanced
against the ongoing cyclicality of the non-residential
construction sector, meaningful uncertainty in the commercial
market, and expectation for negative cash flows as fleet equipment
is added in response to increased demand. The B2 CFR reflects
Moody's expectation that recent increases in capital expenditures
will constrain free cash flow generation through at least 2012,
but will allow for improved coverage metrics over time.

The rating considers the company's acquisition of RSC, including
the assumption of debt, the issuance of equity, and the related
synergies. The affirmation of URI's ratings reflects the
expectation for continued solid performance during 2012 following
the completion of the acquisition, as the company benefits from
the expanded geographic footprint, a more diversified customer
base, and increasing rental utilization rate. Although the
acquisition of RSC improves URI's competitive position, the
company's leverage is elevated from previous levels although it
remains appropriate for the B2 rating category.

Moody's has taken the following ratings actions:

Upgrades:

  Issuer: RSC Equipment Rental, Inc. assumed by United Rentals
  (North America), Inc.

    Senior Unsecured Regular Bond/Debenture, Upgraded to B3,
    LGD4, 63% from Caa1, LGD5, 77%

  Issuer: RSC Holdings III, LLC assumed by United Rentals (North
  America), Inc.

    Senior Unsecured Regular Bond/Debenture, Upgraded to B3,
    LGD4, 63% from Caa1, LGD5, 77%

Outlook Actions:

  Issuer: RSC Equipment Rental, Inc.

    Outlook, Changed To Rating Withdrawn From Rating Under Review

  Issuer: RSC Holdings III, LLC

    Outlook, Changed To Rating Withdrawn From Rating Under Review

  Issuer: UR Financing Escrow Corporation

    Outlook, Changed To No Outlook From Stable

Withdrawals:

  Issuer: RSC Equipment Rental, Inc.

    Senior Unsecured Regular Bond/Debenture, Withdrawn,
    previously rated Caa1, LGD5, 77%

  Issuer: RSC Holdings III, LLC

    Corporate Family Rating, Withdrawn, previously rated B3

Probability of Default Rating, Withdrawn, previously rated B3

    Speculative Grade Liquidity Rating, Withdrawn, previously
    rated SGL-3

    Senior Secured Bank Credit Facility, Withdrawn, previously
    rated Ba2, LGD2, 17%

Affirmations:

  Issuer: United Rentals (North America), Inc.

    Corporate Family Rating, B2

Probability of Default Rating, B2

    Speculative Grade Liquidity Rating, SGL-3

Outlook is Stable.

Senior Unsecured Regular Bond/Debenture, B3, LGD4, 63%

Gtd. Convertible Sr. Subordinated Notes, Caa1, LGD6, 93%

  Issuer: UR Financing Escrow Corporation assumed by United
  Rentals (North America), Inc.

    Senior Secured Regular Bond/Debenture, Ba3, LGD2, 23%

    Senior Unsecured Regular Bond/Debenture, B3, LGD4, 63%

  Issuer: United Rentals Trust I

    Gtd. Cum. Convertible Qrtly. Incm. Pfd. Secs., Caa1, LGD6,
    96%

URI's stable rating outlook reflects the expectation that while
the company's EBITDA will grow as a result of the acquisition and
improving demand, its aggressive capital expenditure program may
result in higher debt levels which will limit the rate of credit
metric improvement. Moreover, URI recently repurchased $75 million
worth of its outstanding shares. This was only part of a larger
stock repurchase program that also constrains the rate of
improvement in the company's credit metrics.

URI is strongly positioned in the B2 rating category and has
significant flexibility before the rating would come under
pressure. The ratings may be downgraded if the company's debt to
EBITDA was to increase over 6.0 times or if its EBITDA to interest
coverage was to fall below 2 times and was expected to deteriorate
further. A decline in its fleet utilization rates could also
result in negative ratings pressure. Ratings could also be
pressured if capital expenditures continue to grow without
corresponding growth in operating cash flow and earnings.

Positive rating action may result if the company was to delever
its balance sheet so that debt to EBITDA was to fall below 4.0
times and was anticipated to further improve. Improving margins
and good overall returns on its fleet would be considered in
determining the level of positive ratings traction.

The principal methodology used in rating United Rentals, Inc. and
subsidiaries was the Global Equipment and Automobile Rental
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 July 2010.

United Rentals, Inc. is a holding company that conducts its
operations through its wholly owned subsidiary, United Rentals
(North America), Inc. and its subsidiaries (collectively "URI").
URI is the world's largest equipment rental company operating
approximately 529 rental locations in the United States (48
states; serving 99 of the 100 largest metropolitan areas) and each
Canadian province. Revenues are derived primarily from equipment
rentals, sales of used rental equipment, sales of new equipment,
and contractor supplies sales and service. Revenues for the LTM
period ended March 31, 2012 totaled $2.7 billion.

RSC Holdings III, and its subsidiaries, was one of the largest
equipment rental companies in North America operating 440
locations throughout the United States and Canada. The company
maintained over 900 categories of equipment having an original
equipment cost of $2.7 billion. RSC Holdings total revenues for
2011 totaled $1.5 billion.


VERSO PAPER: Has Exchange Offer, Sub Debt at 69 Cents
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported Friday that Verso Paper Holdings LLC announced an offer
to repurchase as much as $157.5 million of the $300 million in
11.375% senior subordinated notes due 2016 for $104.7 million in
11.75% secured notes due 2019.  In addition, holders of the
subordinated debt will receive $110 for each $1,000 in principal
amount if tendered before May 8.  For tenders after May 8, the
cash drops to $60 per $1,000. The subordinated notes last traded
Thursday for 69 cents on the dollar, according to Trace, the bond-
price reporting system of the Financial Industry Regulatory
Authority.

According to the report, Verso, based in Memphis, Tennessee, also
modified an existing exchange offer for its second-lien floating-
rate notes.

Verso says that the exchanges will reduce debt by $53 million and
extend the maturity on some obligations to 2019.

Standard & Poor's said Thursday that it will give the company a B
corporate rating once the exchanges are completed.  The offer for
the subordinated debt qualifies as a distressed exchange, S&P
said.

Based in Memphis, Tennessee, Verso Paper Corp. is a North American
producer of coated papers, including coated ground-wood and coated
freesheet, and specialty products. Verso's paper products are used
primarily in media and marketing applications, including
magazines, catalogs and commercial printing applications such as
high-end advertising brochures, annual reports and direct-mail
advertising.


VERSO PAPER: S&P Lowers Corp. Credit Rating to 'CC'; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Memphis, Tenn.-based coated-paper manufacturer Verso
Paper Holdings LLC (Verso Paper) to 'CC' from 'B'. The rating
outlook is negative.

"At the same time, we assigned a 'BB-' (two notches higher than
the post-exchange corporate credit rating) issue-level rating and
a '1' recovery rating to the proposed 11.75% secured notes due
2019. The '1' recovery rating indicates our expectation of very
high (90% to 100%) recovery in the event of a payment default,"
S&P said.

"We also lowered our issue-level rating on the company's $300
million 11.375% senior subordinated notes due 2016 (subordinated
notes) to 'CC' from 'CCC+'. The company has offered to issue up to
$104.7 million of aggregate principal of 11.75% secured notes due
2019 (exchange notes) in exchange for up to $157.5 million of the
subordinated notes. According to the exchange offer materials, the
liens securing the proposed exchange notes would rank ahead of the
liens securing the $396 million 8.75% notes due 2019. The liens
securing the proposed exchange notes would rank junior to the
liens securing the company's $345 million 11.75% notes due 2019,
as well as the proposed new $150 million ABL facility and $50
million revolving credit facility," S&P said.

"All other issue-level and recovery ratings remain unchanged. If
the company issues the proposed exchange notes, we would expect to
lower our issue-level rating to 'CCC+' from 'B' and revise the
recovery rating to '6' from '3' on the $396 million notes due
2019. The '6' recovery rating indicates our expectation of
negligible (0% to 10%) recovery in the event of a payment default.
Under our analysis, the 8.75% notes will have weaker recovery
prospects as a result of the debt exchange, since the liens
securing these notes will be subordinated to the liens securing
the proposed exchange notes," S&P said.

"The downgrade follows Verso Paper's announced exchange offer to
issue up to $104.7 million aggregate principal amount of the
proposed exchange notes in exchange for up to $157.5 million of
subordinated notes," said Standard & Poor's credit analyst Tobias
Crabtree. "According to our criteria, we view this as a
'distressed exchange' and tantamount to default."

"According to the offer, each existing holder would receive $665
principal amount (or 67% of par) of the proposed exchange notes
and a cash payment of $110 for each $1,000 principal amount of
subordinated notes due 2016 they validly tender on or prior to
5:00 p.m. May 8, 2012. Each holder who doesn't validly tender its
subordinated notes prior to May 8, 2012, will receive $665
principal amount of the proposed exchange notes and a cash payment
of $60 for each $1,000 of subordinated notes tendered. Verso Paper
has offered to exchange no more than $157.5 million aggregate
principal amount of the $300 million subordinated notes. As noted,
the company has also amended the terms of its existing exchange
offer for its second priority secured floating rate notes due 2014
(floating rate notes). Under the amended terms, the company is
offering to issue the proposed exchange notes on a dollar-for-
dollar basis in exchange for any and all floating rate notes, plus
a cash payment of $30 million for each $1,000 principal amount of
floating rate notes tendered. (Verso had previously proposed to
issue 9.75% secured notes due 2019 in exchange for the floating
rate notes, including a $50 an early tender payment for each
$1,000 principal amount tendered). According to the offer, any
exchange notes that Verso issues - whether in exchange for
subordinated notes or floating rate notes - would comprise a
single class of securities under the same indenture," S&P said.

"The two announced exchange offers, if successfully completed,
would reduce Verso Paper's debt level by approximately $53 million
and extend the maturity of a portion of its debt to 2019. After
the completion of the proposed debt exchanges, we have determined
we would raise our corporate credit ratings to 'B' from 'SD'. The
post-exchange 'B' corporate credit rating on Verso Paper reflects
Standard & Poor's view of the combination of its 'highly
leveraged' financial risk and 'weak' business risk. Our ratings
incorporate the company's limited product diversity, substitution
risks due to changing customer preferences for greater electronic
content, and vulnerability to fluctuations in input costs and
selling prices. In addition, despite our expectation that credit
measures will remain somewhat weak over the next year, we expect
liquidity to remain 'adequate,' attributable to its cash position,
proposed new credit facilities, and manageable near-term debt
maturity profile following the proposed exchange offers," S&P
said.

"Verso is the second largest coated paper manufacturer in North
America and accounts for about 17% of total production capacity. A
substantial proportion of its sales are to catalogs and magazines
end users, which we believe are susceptible to substitution risks
due to changing customer preferences for greater electronic
content, particularly with increased penetration of e-readers and
tablet computers," S&P said.

"The rating outlook is negative. If Verso Paper completes the
proposed exchange offer, we will lower our corporate credit rating
on Verso Paper Holdings LLC to 'SD' and downgrade the 2016
subordinated notes to 'D'. After the debt exchanges, we have
determined we would raise our corporate credit ratings to 'B' from
'SD' based on the proposed capital structure, our current 2012
EBITDA expectations, and our view of the company's adequate
liquidity position," S&P said.


WIN-WIN INVESTMENT: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Win-Win Investment Network, LLC
        6555 Sugarloaf Parkway, Suite 307-303
        Duluth, GA 30097

Bankruptcy Case No.: 12-61347

Chapter 11 Petition Date: May 1, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Larry Russell, Esq.
                  5195 Clearwater Drive
                  Stone Mountain, GA 30087
                  Tel: (404) 510-8888
                  E-mail: larry31141@yahoo.com

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

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

A copy of the Company's list of its eight largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ganb12-61347.pdf

The petition was signed by John Clark, managing member.


WINTDOTS DEVELOPMENT: Sec. 341 Creditors' Meeting Reset to May 18
-----------------------------------------------------------------
The Office of the United States Trustee rescheduled the Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
Wintdots Development, LLC, to May 18, 2012.  The meeting will be
held at Ron De Lugo Federal Building & Courthouse, 5500 Veterans
Drive, Suite 310, in St. Thomas, Virgin Islands.  The original
Sec. 341(a) meeting was scheduled on April 12, 2012.

The last day to object to dischargeability is June 11, 2012.
Proofs of claim are due by July 11, 2012, while government proofs
of claim are due Sept. 7, 2012.

The case docket says Wintdots is required to file a Chapter 11
Plan and Disclosure Statement by July 9, 2012.

                    About Wintdots Development

Wintdots Development, LLC, filed a Chapter 11 petition (Bankr. D.
V.I. Case No. 12-30003) in its hometown in St. Thomas, Virgin
Islands on March 11, 2011.  The Debtor disclosed $56.42 million in
assets and $10.79 million in liabilities in its schedules.

The Debtor has three properties totaling 21 acres in St. Thomas
that are valued at $56.40 million.  Each of the properties secures
a $9.60 million first lien debt to Kennedy Funding, Inc., and a
$225,000 second lien debt to Marvin & Evelyn Freund.

Delaware bankruptcy judge Mary F. Walrath oversees the case.
Benjamin A. Currence P.C., represents the Debtor.


WEST SPEEDWAY II: Not Bound to Supply Natural Gas to Lot Owners
---------------------------------------------------------------
West Speedway Phase II, LLC, which assumed development of the
Enclaves at Gates Pass subdivision in Tucson, is not contractually
bound to supply natural gas to all of the lots in Phase I,
including lots owned by existing lot owners, Bankruptcy Judge
Eileen W. Hollowell ruled in an amended April 30, 2012 Memorandum
Decision available at http://is.gd/D0MTUDfrom Leagle.com.

Development at the Subdivision was to occur in two phases.  Phase
I was developed first and consisted of roughly 21 custom home
lots.  Most of those lots were sold between 2004 and 2006, despite
the fact that the Subdivision's improvements were incomplete --
making it impossible for the purchasers of the lots to build their
houses.  Since 2006, there have been two different bankruptcies
involving the Subdivision.

In 2008, the first developer, West Speedway Partners, as part of
its Chapter 11 plan of reorganization, transferred the unsold
portions of the Subdivision to West Speedway Partners II.  In
2009, after WSII's expected financing collapsed, it too filed for
Chapter 11.

Since then, litigation has been filed and dismissed in multiple
courts.  Deadlines for subdivision reports, various settlement
agreements, and bankruptcy court orders have come and gone.  The
performance bond issued to assure completion of improvements in
Phase I has been called by Pima County and, pursuant to a 2010
settlement agreement, released to WSII to be used exclusively to
complete improvements in Phase I.

According to the court order, regulatory approvals and disputes
among the parties have led to one delay after another.  Former
allies have become adversaries. Multiple mediations have been
held.  Conflict continues.

"Perhaps this Court's decision, that WSI's obligation to supply
natural gas is solely contractual and does not include the Lot
Owners' Lots, will bring closure and permit the parties to move
forward," Judge Hollowell said.  "Theoretically, anything can
happen. For example, one day pigs may learn how to fly."

The Court also denied the requests of Lot Owners and WSII for an
award of attorneys' fees against each other.  Neither side cites
any authority that would permit an award of attorneys' fees in
their favor, and the Court is aware of none.

West Speedway Partners LLC filed for Chapter 11 bankruptcy (Bankr.
D. Ariz. Case No. 06-01632) on Dec. 15, 2006, Judge Eileen W.
Hollowell presiding.  Jonathan M. Saffer, Esq., at Snell & Wilmer,
LLP, served as counsel.  As of Dec. 15, 2006, it disclosed
$4,100,853 in assets and $346,177 in debts.

An affiliate, Villas at Hacienda del Sol, Inc., filed for Chapter
11 protection (Bankr. D. Ariz. Case No. 05-01482) on March 28,
2005.

Stockton, California-based West Speedway Phase II LLC, the second
developer for the Enclaves at Gates Pass, sought Chapter 11
protection (Bankr. D. Ariz. Case No. 09-15664) on July 8, 2009,
listing $1 million to $10 million in assets and $1 million to
$10 million in liabilities.  Eric Slocum Sparks, Esq., serves as
counsel.


WSG CHARLOTTESVILLE: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: WSG Charlottesville, LLC
        2286 NE 123rd Street
        Miami, FL 33181

Bankruptcy Case No.: 12-12785

Chapter 11 Petition Date: May 1, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Lawrence Allen Katz, Esq.
                  LEACH TRAVELL BRITT PC
                  8270 Greensboro Drive, Suite 1050
                  McLean, VA 22102
                  Tel: (703) 584-8362
                  Fax: (703) 584-8901
                  E-mail: lkatz@ltblaw.com

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

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

A copy of the Company's list of its 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vaeb12-12785.pdf

The petition was signed by Eric D. Sheppard, executive and
operating manager.

Affiliates that previously filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
ATL 2130 LP                            11-76017   09/06/11
WSG Dulles GL, LLC                     12-11151   02/23/12
WSG Dulles, LP                         12-11149   02/23/12
WSG Trace Fork, LP                     12-11756   03/16/12


YRC WORLDWIDE: Incurs $85.5 Million Net Loss in First Quarter
-------------------------------------------------------------
YRC Worldwide Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $85.48 million on $1.19 billion of
operating revenue for the three months ended March 31, 2012,
compared with a net loss attributable to the Company of $102.19
million on $1.12 billion of operating revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2012, showed $2.48
billion in total assets, $2.91 billion in total liabilities and a
$431.81 million total shareholders' deficit.

"We are experiencing increased efficiencies at each of our
operating companies.  Our employees are responding extremely well
to our operating changes to regain a leading position in the LTL
industry, and earlier this week, our senior credit facility
lenders gave us a unanimous vote of confidence by amending those
facilities to increase our liquidity by allowing us to retain the
proceeds from the disposition of some excess real estate and
increasing our financial flexibility for the foreseeable future.
This is an exciting time at YRCW as our team now has the financial
flexibility and the tools to take this business to the next
level," stated James Welch, chief executive officer of YRC
Worldwide.  "Our plan is to continue building on this positive
momentum throughout 2012 with the determination of delivering
consistent, high-quality service that is both reliable and cost
effective.  The feedback we're getting is that our operating
companies are providing the service levels our customers expect,
and they are rewarding us with increased levels of business as our
first quarter results indicate," Welch said.

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

                       http://is.gd/jMcM3z

                       About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company reported a net loss of $354.41 million in 2011, a
net loss of $327.77 million in 2010, and a net loss of
$619.47 million in 2009.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


* April 2012 Chapter 11 Bankruptcy Filings Down 17%
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to data compiled from court records by Epiq
Systems Inc., April had the fewest commercial bankruptcies since
January 2008, when business failures were increasing as a result
of the recession.  Individual bankruptcies similarly continued a
downward trend in April.  The 109,000 bankruptcies of all types in
April were 7% fewer than March, 16% below April 2011, and 22% less
than April 2010.  There were 244 commercial failures around the
country every business day in April, Epiq said. The resulting
business bankruptcies in April were 25% below the same month in
2011.

According to the report, annualized, individual and corporate
bankruptcies of all types this year are running 8% below the 1.38
million total in 2011.  In turn, 2011 bankruptcies were 12% fewer
than the 1.56 million in 2010, the most bankruptcies since 2005,
when the all-time record was set at
2.1 million.

The 852 April filings in Chapter 11, where larger companies
reorganize or sell assets, came in 17% below April 2011 and were
the fewest since November, Epiq reported.  Companies are
increasingly able to avoid bankruptcy because "receptive credit
markets are allowing issuers to refinance maturities and amend
covenants," Moody's Investors Service said this month in
explaining why liquidity is improving among even junk-rated
companies in the weakest financial condition.


* Florida Bank's Failure Bring Year's Tally to 23
-------------------------------------------------
The number of U.S. failures reached 23 this year, after regulators
on Friday shut Security Bank, National Association, of North
Lauderdale, Fla., and the Federal Deposit Insurance Corp. was
named receiver.

To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Banesco USA of Coral Gables, Fla., to
assume all of the deposits of Security Bank, National Association.

As of March 31, 2012, Security Bank, National Association had
around $101.0 million in total assets and $99.1 million in total
deposits.  In addition to assuming all of the deposits of the
failed bank, Banesco USA agreed to purchase essentially all of the
assets.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $10.8 million.  Security Bank is the third FDIC-insured
institution to fail in Florida this year.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Security Bank, N.A.    $101.0   Banesco USA               $10.8

Palm Desert Nat'l      $125.8   Pacific Premier Bank      $20.1
Plantation Federal     $486.4   First Federal Bank        $76.0
HarVest Bank of Md.    $164.3   Sonabank                  $17.2
Bank of the Est. Shore $166.7   [No Acquirer]             $41.8
Inter Savings Bank     $473.0   Great Southern Bank      $117.5
Fort Lee Federal         $51.9  Alma Bank                 $14.0
Fidelity Bank           $818.2  The Huntington Nat'l      $92.8
Premier Bank            $268.7  Int'l Bank of Chi.        $64.1
Covenant Bank            $95.7  Stearns Bank, N.A.        $31.5
New City Bank            $71.2  [No Acquirer]             $17.4
Global Commerce Bank    $143.7  Metro City Bank           $17.9
Central Bank of Georgia $278.9  Ameris Bank               $67.5
Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Patriot Bank            $111.3  First Resource Bank       $32.6
BankEast                $272.6  U.S. Bank N.A.            $75.6
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
American Eagle           $19.6  Capital Bank, N.A.         $3.2
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4

In 2011 there were 92 failed banks, compared with 157 in 2010, 140
in 2009 and just 25 for 2008.

A complete list of banks that failed since 2000 is available at:

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

                    813 Banks in Problem List

The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says that
The number of institutions on the FDIC's "Problem List" declined
from 844 to 813 during the quarter, and total assets of "problem"
institutions fell from $339 billion to $319.4 billion.  The number
of institutions in the "problem list" has decreased for the third
consecutive quarter.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, saw its balance
increase in the fourth quarter to $9.2 billion (unaudited) from
$7.8 billion in the third quarter, the eighth consecutive
quarterly increase.

               Problem Institutions        Failed Institutions
               --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* BOND PRICING -- For Week From April 30 to May 4, 2012
-------------------------------------------------------

  Company           Coupon      Maturity  Bid Price
  -------           ------      --------  ---------
A123 SYSTEMS INC     3.750     4/15/2016    32.015
AES EASTERN ENER     9.000      1/2/2017    26.500
AGY HOLDING COR     11.000    11/15/2014    37.000
AHERN RENTALS        9.250     8/15/2013    60.733
ALION SCIENCE       10.250      2/1/2015    47.546
AM AIRLN PT TRST    10.180      1/2/2013    67.550
AM AIRLN PT TRST     7.379     5/23/2016    31.000
AMBAC INC            9.375      8/1/2011    18.500
AMBAC INC            9.500     2/15/2021    18.500
AMBAC INC            6.150      2/7/2087     0.625
AMER GENL FIN        5.200     5/15/2012    98.799
AMR CORP             9.000      8/1/2012    50.000
BLOCKBUSTER INC     11.750     10/1/2014     1.688
BROADVIEW NETWRK    11.375      9/1/2012    91.000
CCM MERGER INC       8.000      8/1/2013    99.875
CHRCH CAP FNDING     6.600     5/15/2013    25.000
DELTA AIR 1992B1     9.375     9/11/2017    26.625
DELTA AIR 1993A1     9.875     4/30/2049    19.260
DIRECTBUY HLDG      12.000      2/1/2017    18.000
DIRECTBUY HLDG      12.000      2/1/2017    18.000
DUNE ENERGY INC     10.500      6/1/2012    92.750
EASTMAN KODAK CO     7.250    11/15/2013    30.050
EASTMAN KODAK CO     7.000      4/1/2017    30.000
EASTMAN KODAK CO     9.950      7/1/2018    30.100
EDISON MISSION       7.500     6/15/2013    74.500
ELEC DATA SYSTEM     3.875     7/15/2023    95.000
ENERGY CONVERS       3.000     6/15/2013    50.450
EVERGREEN SOLAR     13.000     4/15/2015    50.000
FIRST METRO          6.900     1/15/2019    15.000
GLB AVTN HLDG IN    14.000     8/15/2013    33.250
GLOBALSTAR INC       5.750      4/1/2028    49.250
GMX RESOURCES        5.000      2/1/2013    72.331
GMX RESOURCES        5.000      2/1/2013    74.750
HAWKER BEECHCRAF     8.500      4/1/2015    19.250
HAWKER BEECHCRAF     8.875      4/1/2015    15.100
HAWKER BEECHCRAF     9.750      4/1/2017     3.026
KELLWOOD CO          7.625    10/15/2017    30.500
KV PHARMA            2.500     5/16/2033    17.212
KV PHARMA            2.500     5/16/2033    18.250
LEHMAN BROS HLDG     0.250     12/8/2012    22.125
LEHMAN BROS HLDG     0.250     12/8/2012    22.125
LEHMAN BROS HLDG     1.000     12/9/2012    22.125
LEHMAN BROS HLDG     1.500     3/29/2013    22.125
LEHMAN BROS HLDG     1.000    10/17/2013    22.125
LEHMAN BROS HLDG     0.250    12/12/2013    22.125
LEHMAN BROS HLDG     0.250     1/26/2014    22.125
LEHMAN BROS HLDG     1.250      2/6/2014    22.125
LEHMAN BROS HLDG     1.000     3/29/2014    22.125
LEHMAN BROS HLDG     1.000     8/17/2014    22.125
LEHMAN BROS HLDG     1.000     8/17/2014    22.125
LEHMAN BROS INC      7.500      8/1/2026    10.250
LIFECARE HOLDING     9.250     8/15/2013    64.055
MANNKIND CORP        3.750    12/15/2013    56.000
MASHANTUCKET PEQ     8.500    11/15/2015    10.360
MF GLOBAL LTD        9.000     6/20/2038    42.750
NETWORK EQUIPMNT     7.250     5/15/2014    35.100
NEWPAGE CORP        10.000      5/1/2012     5.500
OSI PHARMACEUTIC     3.000     1/15/2038    79.510
PENSON WORLDWIDE     8.000      6/1/2014    31.024
PMI CAPITAL I        8.309      2/1/2027     0.500
PMI GROUP INC        6.000     9/15/2016    23.000
POWERWAVE TECH       3.875     10/1/2027    25.079
POWERWAVE TECH       3.875     10/1/2027    25.000
REAL MEX RESTAUR    14.000      1/1/2013    46.000
REDDY ICE CORP      13.250     11/1/2015    28.650
REDDY ICE HLDNGS    10.500     11/1/2012    56.500
RESIDENTIAL CAP      6.500     4/17/2013    36.000
RESIDENTIAL CAP      6.875     6/30/2015    47.470
SUPERVALU INC        7.500     5/15/2012   100.000
TERRESTAR NETWOR     6.500     6/15/2014    10.000
TEXAS COMP/TCEH      7.000     3/15/2013    15.000
TEXAS COMP/TCEH     10.250     11/1/2015    20.500
TEXAS COMP/TCEH     10.250     11/1/2015    21.650
TEXAS COMP/TCEH     10.250     11/1/2015    20.875
TEXAS COMP/TCEH     15.000      4/1/2021    29.500
TEXAS COMP/TCEH     15.000      4/1/2021    30.000
THORNBURG MTG        8.000     5/15/2013     7.000
TIMES MIRROR CO      7.250      3/1/2013    36.000
TOUSA INC            9.000      7/1/2010    32.000
TOUSA INC            9.000      7/1/2010    31.000
TRAVELPORT LLC      11.875      9/1/2016    35.375
TRAVELPORT LLC      11.875      9/1/2016    37.750
TRIBUNE CO           5.250     8/15/2015    36.700
TRICO MARINE         3.000     1/15/2027     0.750
TRICO MARINE         3.000     1/15/2027     0.031
USEC INC             3.000     10/1/2014    42.000
VENTURE HLDGS       11.000      6/1/2007     5.000
VENTURE HLDGS       12.000      6/1/2009     5.000
WASH MUT BANK FA     6.875     6/15/2011     0.010
WASH MUT BANK FA     5.650     8/15/2014     0.010
WASH MUT BANK FA     5.125     1/15/2015     0.010
WASH MUT BANK NV     6.750     5/20/2036     0.875



                            *********

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.

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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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