TCR_Public/120508.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, May 8, 2012, Vol. 16, No. 127

                            Headlines

AFA FOODS: Tells Creditors It Must Stick to Schedule for June Sale
AFA FOODS: Gets Final OK to Obtain $56-Mil. DIP Financing
AMERICAN APPAREL: Has $47.9 Million Net Sales in April
AMERICAN AXLE: Deregisters Unissued Shares Under Plans
AMERICAN AXLE: To Issue 5-Mil. Shares Under 2012 Incentive Plan

AMERICAN INT'L GROUP: Treasury to Reap $5.75BB in Share Sale
ANTS SOFTWARE: Frank Kautzmann Succeeds Joe Kozak as CEO
BABA TRADING: Case Summary & 20 Largest Unsecured Creditors
BARNEYS NEW YORK: Reaches Deal to Reduce Debt by $540-Mil.
BERNARD L. MADOFF: Automatic Stay Can Stop Foreign Suits

BICENT POWER: Moody's Withdraws Ratings on Credit Facilities
BOBBY REASONER: Case Summary & 20 Largest Unsecured Creditors
BOUNDARY BAY: Plan Outline Hearing Resumes Tomorrow
BUFFETS INC: Plan Confirmation Hearing Set for June 13
CARITAS HEALTH: Liberty Insurance Opposes Plan Confirmation

CASCADE BANCORP: Reports $1 Million Net Income in First Quarter
CANYONS PROMENADE: Voluntary Chapter 11 Case Summary
CDC CORP: Target Sale a Sub Rosa Plan, Says China.com
CHAMPION INDUSTRIES: In Talks with Lenders on Debt Restructuring
CHENOA WELDING: Case Summary & 20 Largest Unsecured Creditors

CHESAPEAKE ENERGY: Fitch Changes Rating Outlook to Negative
CHURCH OF GOD: Voluntary Chapter 11 Case Summary
CHURCH STREET: Committee Sues to Question Liens on D&O Claims
CHURCH STREET: Can Retain Gilbert LLP as Special Insurance Counsel
CIRCLE STAR: Receives $2.4 Million from Exercise of Warrants

CLARE AT WATER: Lenders Want Committee's Atty. Fees Fixed at $430K
CLEAR CHANNEL: Incurs $143.6 Million Net Loss in First Quarter
CLEARWIRE CORP: To Sell $300 Million Class A Common Shares
CLIFFS CLUB: Wants Until Sept. 25 to Decide on Unexpired Leases
CHURCH STREET: Committee Taps Gilbert LLP as Mass Tort Counsel

COLORADO LAND: Case Summary & 20 Largest Unsecured Creditors
COMMERCE PARK: Voluntary Chapter 11 Case Summary
CROWN MEDIA: Reports $12.3 Million Net Income in First Quarter
DIAMOND FOODS: Names Hostess Ex-CEO Driscoll as President and CEO
DIPPIN' DOTS: Assets Sold, Chapter 7 Hearing on May 25

DISSOLUTION PROPERTIES: Case Summary & 7 Largest Unsec Creditors
DIVERSAPACK OF MONROE: Has Approval to Sell Assets for $3.2-Mil.
DK AGGREGATES: Authorized to Sell Assets to Fusion Equities
DOLE FOOD: Strategic Review Cues Fitch to Place Rating Watch Neg.
DOLE FOOD: Moody's Affirms 'B1' CFR; Outlook Developing

EAST HARLEM: Plan Confirmation Hearing Slated for May 30
ENERGY CONVERSION: Unit Has Access to Cash Collateral Until May 11
FIRST NATIONAL: Settles Dispute with Lenders, Wants Case Dismissal
FLOAT TECH: Case Summary & 20 Largest Unsecured Creditors
FOGG CONSTRUCTION: Case Summary & 8 Largest Unsecured Creditors

FOXHALL INTL: Case Summary & 11 Largest Unsecured Creditors
FREEZE LLC: Liquidating Plan Offers 3.2% for Unsecureds
FTI SYSTEMS: Case Summary & 2 Largest Unsecured Creditors
GATEWAY CENTER: Case Summary & 20 Largest Unsecured Creditors
GRD HOLDING: Moody's Assigns 'B2' Rating to $360MM Secured Notes

GREEN MOUNTAIN: Moody's Says Growth Slowdown a Credit Negative
HAWKER BEECHCRAFT: May Terminate Benefit Pension Plans
HEARTHSTONE HOMES: Committee Can Hire Gross & Welch as Counsel
HEARTHSTONE HOMES: Trustee Has Initial OK to Hire McGrath North
HERITAGE INVESTMENT: Case Summary & 10 Largest Unsecured Creditors

HOSTESS BRANDS: Committee Taps Curtis as Conflicts Counsel
HOSTESS BRANDS: Supplements Employment Deal with KPMG LLP
INNER CITY: Gets Final Approval to Access Cash Collateral
INNER CITY: Gets Final Approval to Incur DIP Financing
INSIGNIA VESSEL: Moody's Cuts Rating on 1st Lien Bank Loan to B2

ISTAR FINANCIAL: Offering $250 Million Senior Unsecured Notes
ISTAR FINANCIAL: Fitch Rates $275 Million Senior Notes 'B-/RR4'
JAMES RIVER: Incurs $15.6 Million Net Loss in First Quarter
KARAM INC: Case Summary & 8 Largest Unsecured Creditors
LAKELAND DEVELOPMENT: Case Summary & Creditors List

LEVELLAND/HOCKLEY: Ethanol Plant Auctioned for $9.21-Mil.
LIBERTY HARBOR: Taps Scarpone as Special Litigation Counsel
LITHIUM TECHNOLOGY: Cicco Has Until July 31 to Fund Notes
LONESTAR FOXHALL: Case Summary & 20 Largest Unsecured Creditors
LUMBER PRODUCTS: To Lay Off 65 Workers Including Two Executives

MARIANA RETIREMENT FUND: Seeks to Pay Some Benefits
MARIANA RETIREMENT FUND: Balks at Halting Worker Contributions
MARIANA RETIREMENT FUND: Trustee Wants Chapter 11 Case Dismissed
MARKETING WORLDWIDE: Hillair Capital Discloses 9.4% Equity Stake
MAUI LAND: Swings to $244,000 Net Loss in First Quarter

MF GLOBAL: $232-Mil. in Claims Change Hands in March
MF GLOBAL: Deadline to Remove Actions Extended to Aug. 30
MF GLOBAL: SIPA Trustee Wants Until July 30 to Decide on Leases
MORGAN INDUSTRIES: Meeting to Form Creditors' Panel on May 15
NAPLES HEALTH: Files Schedules of Assets and Liabilities

NASSAU BROADCASTING: Has Court Approval to Sell Radio Stations
NASSAU BROADCASTING: Holdings Object to Sale of Six Properties
NELMAP LIMITED: Case Summary & Largest Unsecured Creditor
NEWPAGE CORP: Wants Plan Filing Period Extended Until Sept. 1
NEWPAGE CORP: Committee Wants Standing to Sue Lenders Over LBO

NIMBUS BREWING: Inks Settlement Agreement With Southwest Gas
NORTHAMPTON GENERATING: Fitch Affirms & Withdraws 'D' Rating
NORTHERN MARIANA: Moody's Reviews 'B2' Rating on G.O. Bonds
NORTHWEST PARTNERS: Fannie Mae Says Plan Outline Lacks Info
NORTHWESTERN STONE: Has Until May 16 to File Reorganization Plan

NPS PHARMACEUTICALS: Incurs $10.5 Million Net Loss in Q1
OLD VILLAGE: Case Summary & 10 Largest Unsecured Creditors
OSI RESTAURANT: David Deno Appointed Chief Financial Officer
PACIFIC MONARCH: Hearing on Exclusivity Extensions Set for May 17
PEGASUS RURAL: Xanadoo Wireless Assets to be Auctioned in August

PENN TREATY: Liquidation Petitions for PTNA and ANIC Denied
PHOENIX EQ: GreenTech Disputes Fraudulent Transfer Suit
PINNACLE AIRLINES: Panel Taps Imperial as Financial Advisors
PINNACLE AIRLINES: Panel Taps Morrison & Foerster as Counsel
PINNACLE AIRLINES: OK'd to Reject Deals with Lufthansa, et al.

PINNACLE AIRLINES: Taps Barclays Capital as Investment Banker
RAMSESEE INVESTMENT: Case Summary & 18 Largest Unsecured Creditors
RESIDENTIAL CAPITAL: Treasury to Support Restructuring
RITE AID: Prices Add-On Offering of Senior Notes
RIVENDELL II: Case Summary & 5 Largest Unsecured Creditors

RIVIERA PLAZA: Case Summary & 9 Largest Unsecured Creditors
S.K. PROPERTIES: Case Summary & Largest Unsecured Creditor
SAINT VINCENTS: Proceeds of Liquidating Trust Assets to Fund Plan
SAINT VINCENTS: Togut Segal OK'd to Handle Preference Actions Work
SMF ENERGY: Gets Court Approval to Auction Assets on May 25

SPECIALTY PRODUCTS: FCR Proposes Resolutions LLC as Consultants
SPOT MOBILE: Lenders Demand Immediate Payment of $3-Mil. Debt
SPRINT NEXTEL: CEO Waives $3.2 Million of Benefits
SUMMIT PLAZA: Case Summary & 8 Largest Unsecured Creditors
SUNBELT CRANES: Case Summary & 20 Largest Unsecured Creditors

TENET HEALTHCARE: Sells $291.2 Million Senior Notes
TOUVE LIMITED: Case Summary & 2 Largest Unsecured Creditors
TRAFFIC CONTROL: Final DIP, Cash Use Hearing on Wednesday
TRAFFIC CONTROL: Taps Young Conaway as Bankruptcy Co-Counsel
TRAFFIC CONTROL: Marwit Capital Sues Fifth Street Finance

TRAVELPORT LLC: Moody's Affirms 'Caa1' CFR; Outlook Negative
TRIDENT MICROSYSTEMS: Pete Mangan Resigns as CFO
U.S. EAGLE: Aqua Science OK'd as Environmental Consultants
U.S. EAGLE: Has Until June 29 to Decide on Unexpired Leases
U.S. EAGLE: Lee & Associates OK'd as Fullerton Property Broker

U.S. EAGLE: Plan Outline Hearing Continued Until May 22
UNITED CONTINENTAL: Has $286-Mil. Net Loss in First Quarter
UNITED CONTINENTAL: Gives Second Quarter Projections
UNITED CONTINENTAL: To Hold Annual Meeting on June 12
UNITED CONTINENTAL: Paid $40-Mil. to CEO Smisek, 5 Others in 2011

UNIVERSITY GENERAL: To Raise $3.8-Mil. from Securities Offering
USA SPRINGS: Accepting Bids for Lot Property by July 20
VALENCE TECHNOLOGY: Due Date of $3MM Loan Extended to June 30
VEBLEN EAST: Chapter 11 Reorganization Case Dismissed
VELO HOLDINGS: Creditors Committee Taps Cooley LLP as Counsel

VELO HOLDINGS: Taps Alvarez & Marsal as Restructuring Advisor
VELO HOLDINGS: Has Final Approval to Incur $40MM DIP Financing
VIKING SYSTEMS: Incurs $401,000 Net Loss in First Quarter
VISUALANT INC: Expects to Close Transactions with Sumitomo by May
WASHINGTON MUTUAL: Investors Barred From Filing $435-Mil. Claim

WAVE HOUSE: Gets Final Order to Obtain Loan from AFCO Acceptance

* Large Companies With Insolvent Balance Sheets

                            *********

AFA FOODS: Tells Creditors It Must Stick to Schedule for June Sale
------------------------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that AFA Foods
Inc., the burger maker that slid into bankruptcy on a wave of
public revulsion over the food additive known as "pink slime,"
says there's no money to stretch out the hunt for a buyer and it
must close a deal before the end of June.

The Debtors will ask for approval of proposed sale procedures
on May 8 at 2:00 p.m. (ET).  To incentivize potential bidders and
thereby 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 are proposing 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.

The DIP lenders require the Debtors to consummate any sale(s) of
the assets by June 28.

                          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 FOODS: Gets Final OK to Obtain $56-Mil. DIP Financing
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, AFA Investment Inc., et al., to, obtain debtor-
in-possession financing and use cash collateral of prepetition
secured entities.

As reported in the Troubled Company Reporter on April 27, 2012,
under the proposed DIP facility, the bankruptcy will be financed
with a $56 million loan from the prepetition first lien lenders.

The DIP financing will provide an opportunity for the Debtors to
engage in an expedited sales process while in Chapter 11.

The DIP facility will mature in 120 days after the Petition Date.

The loan requires a quick-sale of the assets based on these
deadlines:

         Sale/Procedures Motion:            April 16
         Procedures Order:                  May 14
         Executed Letter of Intent:         May 17
         Auction:                           June 17
         Sale Hearing and Approval:         June 22
         Closing:                           June 28

With respect to the Debtors' prepetition obligations, General
Electric Capital Corp. and Bank of America Corp. are owed $11.5
million under certain term loans and $47.9 million under a
revolving loan, secured by a first lien in substantially all of
the Debtors' assets.  Junior lenders, led by Yucaipa Corporate
Initiatives Fund II, LLC, as agent, are also owed $75.6 million
under a second lien credit facility.

                         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.


AMERICAN APPAREL: Has $47.9 Million Net Sales in April
------------------------------------------------------
American Apparel, Inc., announced preliminary sales for the month
ended April 30, 2012.  The Company reported that for the month
ended April 30, 2012, total net sales increased 6% to $47.9
million when compared to the month ended April 30, 2011.  Between
the same periods, comparable store sales on a preliminary basis
increased an estimated 10% and wholesale net sales increased an
estimated 4%.

"We are pleased to report another month of sales growth across all
three selling channels.  April represents our eleventh consecutive
month of comparable sales increases," said Dov Charney, Chairman
and CEO.  "Despite a forward shift of the Easter Holiday, we
continued to see growth in our core businesses; particularly our
core knits business in the retail channel."

The Company will release its first quarter 2012 earnings results
on Thursday, May 10, 2012, after the market close.  The Company
will conduct a conference call for investors at 1:30 p.m. PT the
same day to discuss the Company's performance and provide an
updated financial outlook for the balance of fiscal 2012.

The conference call will be in a "listen-only" mode for all
participants other than the sell-side and buy-side investment
professionals who regularly follow the Company.  The toll-free
phone number for the call is (800) 706-7745 or (617) 614-3472 and
the access code is 21133882.

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

                        http://is.gd/K5UdiV

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company reported a net loss of $39.31 million in 2011 and a
net loss of $86.31 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $324.72
million in total assets, $276.59 million in total liabilities and
$48.13 million in total stockholders' equity.


AMERICAN AXLE: Deregisters Unissued Shares Under Plans
------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed with the U.S.
Securities and Exchange Commission a post-effective amendment no.
1 to the Form S-8 filed on July 21, 2000, to deregister certain
shares of the Company's common stock relating to shares that were
registered for issuance under the Amended and Restated American
Axle & Manufacturing of Michigan, Inc. Management Stock Option
Plan, as amended, the American Axle & Manufacturing of Michigan,
Inc. Replacement Plan, as amended, the American Axle &
Manufacturing of Michigan, Inc. Non-Qualified Stock Option
Agreement, dated Oct. 29, 1997, and the 1999 American Axle &
Manufacturing of Michigan, Inc. Stock Incentive Plan.

The Registration Statement registered a total of 11,227,155 shares
under the Plans.

The Company deregisters the remaining unissued shares under the
Plans following the expiration of the awards under the Plans.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

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

                           *     *     *

In January 2012, Fitch Ratings has affirmed the 'B+' Issuer
Default Ratings (IDRs) of American Axle & Manufacturing.

Fitch expects leverage to trend downward over the intermediate
term, however, as the company gains traction on its new business
wins.  Looking ahead, Fitch expects free cash flow to be
relatively weak, but positive, in 2012 with the steep ramp-up
in new business and as the company continues to make investments
in both capital assets and research and development work to
support growth opportunities in its customer base and product
offerings.  Beyond 2012, free cash flow is likely to strengthen
meaningfully as the new programs coming on line in the near term
begin to produce higher levels of cash.


AMERICAN AXLE: To Issue 5-Mil. Shares Under 2012 Incentive Plan
---------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed with the U.S.
Securities and Exchange Commission a Form S-8 registering
5 million shares of common stock issuable under the Company's 2012
Omnibus Incentive Plan.  The proposed maximum aggregate offering
price is $48.7 million.  A copy of the prospectus is available at
http://is.gd/wSdQ0B

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

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

                           *     *     *

In January 2012, Fitch Ratings has affirmed the 'B+' Issuer
Default Ratings (IDRs) of American Axle & Manufacturing.

Fitch expects leverage to trend downward over the intermediate
term, however, as the company gains traction on its new business
wins.  Looking ahead, Fitch expects free cash flow to be
relatively weak, but positive, in 2012 with the steep ramp-up
in new business and as the company continues to make investments
in both capital assets and research and development work to
support growth opportunities in its customer base and product
offerings.  Beyond 2012, free cash flow is likely to strengthen
meaningfully as the new programs coming on line in the near term
begin to produce higher levels of cash.


AMERICAN INT'L GROUP: Treasury to Reap $5.75BB in Share Sale
------------------------------------------------------------
The U.S. Department of the Treasury expects to receive an
additional $750 million from its underwritten public offering of
American International Group, Inc. common stock.  The underwriters
have exercised their over-allotment option in full to purchase
approximately 24.6 million additional shares of AIG common stock
at the public offering price of $30.50 per share.

On May 6, Treasury agreed to sell 163,934,426 shares of its AIG
common stock at $30.50 per share in an underwritten public
offering.  The aggregate proceeds to Treasury from the common
stock offering are expected to be roughly $5.0 billion.

As part of Treasury's offering, AIG agreed to purchase 65,573,770
shares at the public offering price of $30.50 per share --
representing $2.0 billion of Treasury's expected proceeds from the
sale.  Treasury has granted the underwriters a 30-day over-
allotment option with respect to approximately 24.6 million
additional shares of AIG common stock.

"We're continuing to make significant progress exiting our
investment in AIG," said Assistant Secretary for Financial
Stability Tim Massad.  "We remain hopeful that taxpayers will
ultimately recover every single dollar invested in the company,
which is something few would have expected during the depths of
the financial crisis."

The exercise of the over-allotment option increases the total
number of shares sold in the offering to approximately 188.5
million.  Overall, the offering is expected to reduce Treasury's
remaining investment in AIG to $30 billion, consisting of
approximately 1.06 billion shares of common stock; and reduce
Treasury's percentage ownership of AIG's outstanding shares of
common stock from 70% to 61%.

In addition, the Federal Reserve Bank of New York has a remaining
loan to Maiden Lane III totaling approximately $8.0 billion,
without giving effect to the recently announced sales.  That FRBNY
loan, plus accrued interest of approximately $700 million, is
collateralized by assets with a current value well in excess of
the outstanding loan balance.

During the financial crisis, overall support for AIG through
Treasury and the FRBNY totaled approximately $182 billion.  After
giving effect to the common stock sale, the government's remaining
investments of approximately $39 billion (consisting of the
remaining Treasury common stock investment and FRBNY loan to
Maiden Lane III) would represent a 79% reduction from that
original $182 billion commitment.

The share sale is part of Treasury's ongoing efforts to wind down
the Troubled Asset Relief Program.  More than 81% ($338 billion)
of the $415 billion funds disbursed for TARP have already been
recovered to date through repayments and other income -- before
including any expected proceeds from the AIG share sale.

BofA Merrill Lynch, Barclays, Citigroup, Credit Suisse, Deutsche
Bank Securities, Goldman, Sachs & Co., J.P. Morgan, Macquarie
Capital, Morgan Stanley, UBS Investment Bank and Wells Fargo
Securities acted as Joint Book-Runners for the offering.
Greenhill & Co. continues to serve as Treasury's financial agent
with respect to the management and disposition of Treasury's
investment in AIG.

The Am Law Daily reports the law firm of Davis Polk advised
Treasury on the sale.


ANTS SOFTWARE: Frank Kautzmann Succeeds Joe Kozak as CEO
--------------------------------------------------------
Dr. Frank N. Kautzmann III, 66, was named as Ants Software Inc.'s
President, Chief Executive Officer, Chief Financial Officer, and
Secretary, to serve in each such capacity at the pleasure of the
Company's Board of Directors.

Since January 2000, Dr. Kautzmann has been CEO/Chief Scientist at
RDI Real Data, Inc., a software research and development company
licensing technology to Fortune 200 companies.  Other privately
held companies owned by Dr. Kautzmann, include the Real Estate
Almanac, a Greater Houston Area real estate software firm, whose
products included pre-foreclosure reports, an automatic valuation
models, and a product used by Tax Agents, Thomson-Reuters and
others.

Dr. Kautzmann has over 35 years of professional experience in the
computer industry and specializes in Number Theory and Theoretical
Computer Science for  advanced systems architecture and design.
Prior to establishing several companies, Dr. Kautzmann worked for
Honeywell Information Systems, Director of Special Projects, The
Boeing Consulting Division of The Boeing Corporation as a
Principal Consultant, Director, Software, Franklin Computer, and
Chief Scientist for the MITRE Corporation at NASA - Johnson Space
Center.  Dr. Kautzmann  has also consulted for DOD agencies, NSA,
and NASA, as well as most major Oil and Gas companies.

Joe Kozak, the Company's former President and Chief Executive
Officer, has been named a strategic advisor to the Company for six
months.

                        About Ants software

ANTs software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

ANTs has not filed financial statements with the Securities and
Exchange Commission since May 2011, when it disclosed that it had
a net loss of $27.01 million in three months ended March 31, 2011,
compared with a net loss of $20.7 million in the same period in
2010.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.

The Company reported a net loss of $42.4 million for 2010,
following a net loss of $23.3 million in 2009.


BABA TRADING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Baba Trading, Inc.
        dba Discount Citi
        333 S. Broadway Street
        Los Angeles, CA 90013

Bankruptcy Case No.: 12-25711

Chapter 11 Petition Date: May 3, 2012

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

Judge: Robert N. Kwan

Debtor's Counsel: Peter T. Steinberg, Esq.
                  STEINBERG NUTTER AND BRENT, LAW CORP.
                  23801 Calabasas Road, Suite 2031
                  Calabasas, CA 91302
                  Tel: (818) 876-8535
                  Fax: (818) 876-8536
                  E-mail: mr.aloha@sbcglobal.net

Scheduled Assets: $77,200

Scheduled Liabilities: $1,971,551

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-25711.pdf

The petition was signed by Sagar Singh, president.


BARNEYS NEW YORK: Reaches Deal to Reduce Debt by $540-Mil.
----------------------------------------------------------
Barneys New York has reached an agreement with its largest lender,
Perry Capital, its sponsor, Istithmar World, and certain of its
other lenders to significantly reduce the Company's debt and
improve its capital structure.  The transaction provides the
Company with significant financial flexibility to prioritize its
investment in its operations and grow the business.  As part of
the agreement, Perry Capital and The Yucaipa Companies have
partnered to convert debt for equity in order to reduce Barneys'
long-term debt from $590 million to $50 million.  As a result,
Perry Capital has become the majority owner of Barneys New York.

"This is an exciting moment in the history of Barneys New York,"
said Barneys Chief Executive Officer, Mark Lee.  "We are extremely
pleased to have reached an agreement with our partners that will
significantly reduce our debt and provide the Company with the
funding to accelerate the execution of our successful business
strategy.  This agreement provides us with increased free cash
flow that will be used to revitalize our stores, invest in
Barneys.com and further enhance our customer experience at a time
when our operational financial performance is very strong.  Our
customers, vendors and employees will benefit from this
significant deleveraging which will reinforce Barneys' unique
position as the preeminent luxury specialty retailer."

Barneys New York reported double-digit comparable sales growth and
a 40 percent increase in annual EBITDA for the full year 2011
compared to 2010.

"Barneys New York is an extraordinary brand that will become even
stronger through this transaction," said Richard Perry, CEO of
Perry Capital.  "We are confident that the new capital structure
will provide the Barneys management team with the financial
flexibility it needs to continue its already impressive
performance.  Perry Capital, Yucaipa, Istithmar World and Barneys'
management team have worked together closely and cooperatively.
Barneys New York is now extremely well positioned for the future."

                      About Barneys New York

Barneys New York -- http://www.Barneys.com/-- is a luxury
specialty retailer with flagship stores in New York City, Beverly
Hills, Chicago, Seattle, Boston, Dallas, San Francisco, Las Vegas,
and Scottsdale.  The Company also operates a highly successful
online business at Barneys.com.  Founded as a men's retailer in
1923 in downtown Manhattan it turned into an international arbiter
of high style for both women and men in the 1970s and became
renowned for discovering and developing new and innovative design
talent.  Barneys is famous for selling the most intriguing edit
from the world's top designers including women's and men's ready-
to-wear, accessories, shoes, jewelry, cosmetics, fragrances, and
gifts for the home.

                           *     *     *

As reported in the Feb. 13, 2012 edition of the TCR, Standard &
Poor's Ratings Services lowered the corporate credit rating on
Barneys New York to 'CC' from 'CCC'. "At the same time, we lowered
the issue-level rating on the company's second-lien debt to 'C'
from 'CCC-'. The recovery rating is '5'. The outlook is negative,"
S&P said.

"The downgrade reflects the hiring of a restructuring advisor and
our belief that the company is highly vulnerable to default or
selective default, given significant debt maturities in September
2012," said Standard & Poor's credit analyst David Kuntz. He
added, "We maintain our view that the company will need to
restructure its balance sheet."

"We assess the company's financial risk profile as 'highly
leveraged' under our criteria because of its substantially
leveraged capital structure and very thin cash flow protection
measures. We do not expect a meaningful improvement over the near
term. As of Oct. 31, 2011, interest coverage was 0.6x, total
debt to EBITDA was 18.1x, and funds from operations to total debt
was 2.3%," S&P said.

"The negative outlook reflects our view that the current capital
structure is unsustainable and that an eventual restructuring is a
likely outcome. Furthermore, the rating is also predicated on our
assessment of a weak liquidity position and substantial debt
maturities in September 2012. Although we expect performance gains
to continue because of improved luxury consumer spending, we do
not believe that credit protection metrics will change
meaningfully over the near term," S&P said.


BERNARD L. MADOFF: Automatic Stay Can Stop Foreign Suits
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge J. Paul Oetken ruled on May 4 in
upholding a lower-court decision from October 2011, that the
bankruptcy court liquidating Bernard L. Madoff Investment
Securities LLC has the power to stop a lawsuit anywhere in the
world.  Allowing a lawsuit to proceed in another country when it
would interfere with a U.S. bankruptcy "would indeed raise doubts
about the reliability of America's judiciary in responding to
bankruptcies in the American securities markets," Judge Oetken
said in his 16-page opinion.

The report recounts that Madoff trustee Irving Picard had sued
customer Maxam Absolute Return Fund Ltd., seeking the return of
$100 million.  The same day it answered the complaint, Maxam filed
a lawsuit of its own in the Cayman Islands for a ruling that it
had no legal obligation to repay any money to the Madoff trustee.
Although conceding its assets were in the U.S., Maxam contended it
could sue in the Caymans because that's where it's incorporated.
After U.S. Bankruptcy Judge Burton R. Lifland ordered Maxam to
halt the suit in the Caymans, the customer appealed.

According to the report, Judge Oetken rejected Maxam's argument
that the automatic bankruptcy stay only stops lawsuits in the U.S.
The judge cited rulings from other courts saying that a bankruptcy
filing in the U.S. automatically halts actions by creditors
anywhere in the world.  In ruling that the automatic stay applies
extraterritorially, Judge Oetken pointed to the statute which says
that it applies to "property wherever located."  The language, he
said, was Congress' way of saying that the stay is worldwide.
Judge Oetken noted that Judge Lifland properly ordered Maxam to
halt and dismiss the suit.  The automatic stay doesn't apply to
foreign courts, only to parties to suits, he said.  Judge Lifland
ruled that the suit in the Cayman Islands was "void ab initio,"
meaning it was a nullity from the very beginning and nothing that
happened in the case gave the Maxam fund any rights that could be
enforced in the U.S.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BICENT POWER: Moody's Withdraws Ratings on Credit Facilities
------------------------------------------------------------
Moody's Investors Service has withdrawn the first and second lien
ratings of Bicent Power LLC following the company's filing for
Chapter 11 bankruptcy protection and because Moody's believes it
has insufficient or otherwise inadequate information to support
the maintenance of the ratings.

Facilities impacted include Bicent's original $330 million first
lien term loan (approximately $125 million currently outstanding),
$120 million letter of credit facility, and $30 million revolving
credit facility as well as its $130 million second lien term loan.
The filing also impacts outstanding interest rate swaps, which are
first lien obligations.

Ratings Rationale

On April 23, Bicent Holdings and numerous affiliates including
Bicent Power LLC and subsidiary operating companies, Colorado
Energy Management, LLC, Rocky Mountain Power, LLC (Hardin
project), and San Joaquin Cogen, LLC filed for bankruptcy
protection under U.S. Chapter 11 in a court in Wilmington,
Delaware. Bicent's gas-fired power project subsidiaries in Brush
Colorado were excluded from the filing and continue to sell power
under existing tolling agreements; equity in these subsidiaries
remains pledged to the Bicent lenders. The filing was made after
reaching an agreement with the first and second lien lenders,
including terms for debtor-in-possession financing.

Moody's last rating action for Bicent occurred in August 2011 when
the first and second lien credit facilities were downgraded to B3
and Caa2 respectively and the outlook was revised to negative. The
downgrades and negative outlook reflected, among other things, the
potential for a near term covenant default or restructuring.

Bicent Power LLC is an independent power generation company
headquartered in Easton, MD owned by Beowulf Energy LLC and
Natural Gas Partners. Bicent owns a portfolio of four electric
power generating facilities with an aggregate capacity of 381 MW
consisting of a 120 MW coal unit located in Montana (Hardin),
Brush 1&3 -- a 50MW combined cycle and a 25 MW simple cycle unit,
and Brush 4D -- an approximately 138 MW combined cycle unit, both
located approximately 90 miles northeast of Denver Colorado, and
San Joaquin Cogeneration (SJC), a 48 MW simple cycle gas fired
facility located approximately 70 miles northeast of San
Francisco, California. Bicent also owns Colorado Energy Management
(CEM), a provider of power plant EPC, refurbishment, and O&M
services.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.


BOBBY REASONER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bobby Ray Reasoner, Jr.
        1821 E. 4th Street
        Joplin, MO 64801

Bankruptcy Case No.: 12-60820

Chapter 11 Petition Date: May 3, 2012

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Diana P. Brazeale, Esq.
                  BRAZEALE LAW FIRM, LLC
                  500 W. Main St., Ste 203D
                  Branson, MO 65616
                  Tel: (417) 334-7494
                  Fax: (417) 334-7405
                  E-mail: diana@brazealelaw.com

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

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

A copy of the Debtor's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mowb12-60820.pdf


BOUNDARY BAY: Plan Outline Hearing Resumes Tomorrow
---------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued until May 9, 2012, at 10:30 a.m., the hearing to
consider adequacy of the Disclosure Statement explaining Boundary
Bay Capital, LLC's Chapter 11 Plan.

As reported in the Troubled Company Reporter on Oct. 18, 2011, the
Debtors have filed a Plan that contemplates that that creditors
holding unsecured claims will become the new owners of the Debtor
and all the equity interests of the current owners will be
terminated.  Secured creditors will be paid through the surrender
or sale of their collateral or through payments over time, in some
cases on a restructured basis.  The payments under the Plan will
be funded through the proceeds of a postpetition loan, sales of
assets, and funds generated through operations.  The Debtor will
make periodic distributions to creditors as net proceeds become
available.  A copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/BOUNDARY_disclosurestatement.pdf

                        About Boundary Bay

Boundary Bay Capital, LLC, is a California limited liability
company with its headquarters in Irvine, California.  The Company
was in the business of making loans secured by liens on real
property and notes secured by other secured notes (which, in turn,
are secured by liens or real property).  The Company also owns
some real property through foreclosure.

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011.  Evan D.
Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as
the Debtor's bankruptcy counsel.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition (Bankr. C.D. Calif. Case No. 10-17823) on June 9, 2010.

In its schedules, the Debtor disclosed $15.88 million in assets
and $54.45 million in liabilities.


BUFFETS INC: Plan Confirmation Hearing Set for June 13
------------------------------------------------------
Mark Brandau at Nation's Restaurant News reports Buffets Inc. has
disclosed that it would hold a confirmation hearing June 13 for
its plan to emerge from Chapter 11 bankruptcy protection, which
would require the company to close more units as it tries to
rebuild traffic.

According to the report, Buffets said lower guest traffic from
the lingering economic downturn depressed sales and limited the
company's ability to meet its debt obligations.  At the time of
its Jan. 18 Chapter 11 filing, the Eagan, Minn.-based company had
already closed 81 of its 494 company-owned restaurants in 38
states, and its lenders had converted about $245 million in
senior secured debt into an equity stake.

Buffets Inc.'s plan calls for a $50 million first-lien exit
facility, of which $35 million would be drawn at the time of the
exit as a term loan.  The company plans to increase its capital
expenditures in fiscal year 2013 to start turning around traffic
at remaining units.

The report notes Buffets admitted in court documents that its
restaurants still would be "exposed to vulnerabilities associated
with being a mature concept."

The report adds Buffets expects that it would emerge from
bankruptcy with 398 company-owned units, comprising 170 Ryan's
locations, 217 Old Country Buffet or HomeTown Buffet units, and 11
Tahoe Joe's restaurants.  "The financial projections also assume
the closure of underperforming stores over time," Buffets said in
court filings, according to the report, "as it remains within the
normal course of business to periodically determine which
restaurant leases should be renewed as such leases come up for
renewal or extension."

The report says Buffets projects restaurant sales to remain
essentially flat through the next several fiscal years, growing
slightly from an expected $870 million in fiscal 2013 to $875
million in fiscal 2017.  This is "primarily due to no new planned
store openings, for the purposes of these projections, coupled
with the closure of underperforming stores at the end of their
respective lease terms," the company said in court documents.

The report adds Buffets plans to offset losses with some revenue
gains resulting from sales-driving initiatives planned for those
years.

According to the report, the company expects to gain between 2%
and 3% on its restaurant-level margins over those five fiscal
years as a result of closing underperforming stores.  Annual
marketing and general and administrative expenses are projected to
decline by more than $5 million by fiscal 2017, but the lower unit
count would cause a slight deleveraging and take those expenses up
to 7.8% of restaurant sales, compared with current levels of 7.2%
of sales.

                        About Buffets Inc.

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

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

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

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

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

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

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

In March 2012, Buffets Inc. received court approval for an
incentive bonus program that may pay as much as $2.3 million to
executives if cash flow targets are met.  There was an April 30
hearing schedule on another program to pay bonuses for a
successful sale of the business that could cost $2.7 million.

In April 2012, Buffets Inc. filed an amended bankruptcy exit plan
that proposes to pay $4 million to a pool of unsecured creditors
who are owed more than $44 million.  Unsecured creditors are
expected to recover about 9% of their claims.


CARITAS HEALTH: Liberty Insurance Opposes Plan Confirmation
-----------------------------------------------------------
Liberty Surplus Insurance Company and other related insurance
companies filed with the U.S. Bankruptcy Court for the Eastern
District of New York their objection to the confirmation of
Caritas Health Care, Inc.'s Second Amended Plan of Liquidation.

Liberty, which issued certain insurance policies and has
unliquidated claims against Debtors, explains that the Plan, among
other things:

   -- improperly impairs Liberty's contractual rights and releases
      the Debtors' reciprocal contractual obligations while
      preserving Debtors' rights to seek insurance coverage; and

   -- fails to satisfy minimum requirements for confirmation under
      Section 1129 of the Bankruptcy Code because: (a) it purports
      to assume the benefits under the insurance agreements
      without complying with Section 365(b) of the Bankruptcy
      Code; and (b) it is not fair and equitable as to Liberty.

                      The Chapter 11 Plan

The Debtors have filed a Chapter 11 plan that provides a means by
which the proceeds of the liquidation of the Debtors' assets will
be distributed under Chapter 11 of the Bankruptcy Code.

The Debtors have consummated the sale of substantially all of
their physical assets.  The Plan implements the distribution of
the proceeds of asset sales to holders of allowed Claims, and
provides for liquidation of any remaining assets and a process for
recovery of any causes of action belonging to the Debtors' and
their estates.

According to a plan supplement, the Debtors and the plan
administrator, as applicable, will retain and may enforce all
rights to commence and pursue, as appropriate, any and all causes
of action.  A full-text copy of the Plan Supplement is available
for free at
http://bankrupt.com/misc/CARITASHEALTH_plan_supplement.pdf

A copy of the Second Amended Disclosure Statement is available for
free at:

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

                    About Caritas Health Care

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

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

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


CASCADE BANCORP: Reports $1 Million Net Income in First Quarter
---------------------------------------------------------------
Cascade Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.05 million on $14.59 million of total interest income for
the three months ended March 31, 2012, compared with net income of
$31.04 million on $18.30 million of total interest income for the
same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$1.31 billion in total assets, $1.17 billion in total liabilities,
and $134.05 million in total stockholders' equity.

Terry Zink president and CEO of Cascade Bancorp commented, "I am
excited with our first quarter profit.  Cascade Bancorp has fought
its way through a tough economic cycle and we believe that we are
finally climbing out.  We believe that we have sufficient capital
and reserves and are focused on helping to revitalize the
communities we serve.  Our top priority is putting local deposits
to work in the form of business and consumer loans, including
mortgages."  He continued, "We are aggressively pursuing new
opportunities to provide quality credit to help businesses expand,
foster job creation and continue to contribute to the economies of
Oregon and Idaho which we are proud to serve."

                 Lee Appointed Chief Credit Officer

Mr. Zink has also announced that Daniel Lee has been appointed to
serve as Executive Vice President and Chief Credit Officer of
Cascade Bancorp and Bank of the Cascades.  In this role, Mr. Lee
has assumed responsibility for the oversight and administration of
the bank's loan portfolio including all consumer, mortgage and
business loans and lines of credit.  Mr. Lee's focus will be on
ensuring the quality of the loan portfolio while making
competitive credit opportunities available to the bank's markets.

Mr. Lee brings over thirty years of banking and financial
expertise, including executive positions with a number of
organizations.  He most recently served at as Executive Vice
President at a $2 billion bank in Indianapolis, Indiana.  Mr. Lee
holds a BS and MBA from Indiana University.  Throughout his career
Lee has been actively involved with community and industry
leadership programs.

Mr. Zink commented, "It is a pleasure to welcome Dan to our team
and to the Pacific Northwest as he brings valuable expertise and
insights.  I look forward to Dan helping us build a strong
community bank for our customers and investors."

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

                       http://is.gd/uftxSX

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

Cascade reported a net loss of $47.27 million in 2011, a net loss
of $13.65 million in 2010, and a net loss of $114.83 million in
2009.


CANYONS PROMENADE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Canyons Promenade, LLC
        Hutchison & Steffen
        10080 W. Alta Drive
        Suite 200
        Las Vegas, NV 89145

Bankruptcy Case No.: 12-15295

Chapter 11 Petition Date: May 2, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Jeffrey R. Hall, Esq.
                  HUTCHISON & STEFFEN, LLC
                  10080 W. Alta Drive, Suite 200
                  Las Vegas, NV 89145
                  Tel: (702) 385-2500
                  Fax: (702) 385-2086
                  E-mail: jhall@hutchlegal.com

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

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

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

The petition was signed by Paul V. Torralva, managing member.


CDC CORP: Target Sale a Sub Rosa Plan, Says China.com
-----------------------------------------------------
CDC Corp. shareholder China.com asks the U.S. Bankruptcy Court for
the Northern District of Georgia to deny the CDC's motion seeking
Court approval for the Chief Restructuring Officer to, inter alia:

   a) arrange and close sales of the Debtor's interests in Games
      and Global Services and subsidiaries in the Games and Global
      Services group of companies; and

   b) opt out of the requirements under 11 U.S.C. Sec. 363 and
      F.R.B.P. Rule 2002, that the CRO need only give notice of a
      proposed sale of the Target Assets to a select group of
      parties on the sale notice short list.

As reported in the Troubled Company Reporter on April 24, 2012,
CDC Corp. filed with the Court a motion for approval of procedures
related to the sale of certain assets owned by some of the
Debtor's non-Debtor subsidiaries in the Games and Global Services
groups of companies and of the shares of those non-Debtor
subsidiaries.  Many of these companies relied on their business
relationships with CDC Software, which relationships no longer
exist following the sale of CDC to Archipelago Holdings in March
2012.

China.com objects to the procedures motion on these grounds:

   -- it is an impermissible sub rosa plan which seeks to
      liquidate the Target Assets without the need for the CRO to
      receive approval from the parties entitled to vote to accept
      or reject a plan, and without approval from the Debtor's
      board of directors; and

   -- the factual allegations for the CRO's request to be excused
      from the requirements are unsupported by the facts and
      circumstances of the case.

                          About CDC Corp.

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

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

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

Finley Colmer and Company's Marcus A. Watson has been named as
chief restructuring officer.

In March, CDC Corp. sold its 87% interest in CDC Software Corp.
to Vista Equity Partners affiliate Archipelago Holdings Inc. for
nearly $250 million.

CDC and the official equity committee filed a Chapter 11 plan
paying creditors in full and calling for distribution to
shareholders.  Subsidiary China.com filed a competing
reorganization plan.  CDC interprets the rival plan as giving
releases of claims that CDC's plan would prosecute instead.

China.com failed in its effort to have the Debtor's Chapter 11
case dismissed.


CHAMPION INDUSTRIES: In Talks with Lenders on Debt Restructuring
----------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Champion Industries, Inc., disclosed that it continues
to have ongoing dialogue with Fifth Third Bank and the syndicate
of banks with respect to a forbearance agreement regarding the
events of default or an amendment/restructuring of the existing
debt.  A total of $43,305,000 of current and long-term debt and
outstanding revolving line of credit borrowings are subject to
accelerated maturity and, as such, the Lenders may, at their
option, give notice to the Company that amounts owed are
immediately due and payable.

Champion Industries had entered into a Limited Forbearance
Agreement and Third Amendment to Credit Agreement which provides,
among other things, that during a forbearance period commencing on
Dec. 28, 2011, and ending on April 30, 2012, the Lenders were
willing to temporarily forbear exercising certain rights and
remedies available to them, including acceleration of the
obligations or enforcement of any of the liens provided for in the
Credit Agreement among the Company, as Borrower, various Lenders
and Fifth Third Bank as Lender and Administrative Agent dated
Sept. 14, 2007, as amended.

The Forbearance Agreement expired at the close of business on
April 30, 2012, and on May 2, 2012, Fifth Third Bank, the
Administrative Agent under the Credit Agreement, sent the Company
a Notice of Default and Reservation of Rights, advising that the
Company is in default under provisions of the Credit Agreement
requiring it to maintain certain financial ratios.

The Notice of Default also advised that the Administrative Agent
has not waived the Events of Default and reserves all rights and
remedies as a result thereof.  Those remedies include, under the
Credit Agreement, the right to accelerate and declare due and
immediately payable the principal and accrued interest on all
loans outstanding under the Credit Agreement.

The Notice of Default further stated that any extension of
additional credit under the Credit Agreement would be made by the
Lenders in their sole discretion without any intention to waive
any Events of Default.

Regardless of the Company's inability to remain in compliance with
certain financial covenants, the Company has made every scheduled
payment of principal and interest.  The principal payments made by
the Company from the loan inception in September 2007 through
April 30, 2012, aggregated approximately $42.2 million or 49.4% of
the initial balance outstanding at September 2007 of approximately
$85.5 million, during a significant economic and secular downturn
within the economy.

The Forbearance Agreement provided that if the Company, the
Administrative Agent and applicable Lenders do not enter into a
new agreement or an amendment to the Forbearance Agreement by
April 30, 2012, the defaults will be deemed existing and unsecured
and any remaining funds in the cash collateral account, currently
$500,000, will be immediately available to the Administrative
Agent pursuant to the Contribution Agreement and Cash Collateral
Security Agreement dated March 31, 2010, among the Company, the
Administrative Agent and Marshall Reynolds.  The Company has
received no notification from the Administrative Agent regarding
the use of cash collateral as a result of the Company's inability
to remain in compliance with certain financial covenants.

The Company has continued to work with the investment banking
group of Raymond James & Associates, Inc., to assist it with a
restructuring or refinancing of the existing debt and other
potential transaction alternatives.

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

                        http://is.gd/QJN4ou

                      About Champion Industries

Champion Industries, Inc., is a commercial printer, business forms
manufacturer and office products and office furniture supplier in
regional markets in the United States.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, WV.  The
Company's sales force sells printing services, business forms
management services, office products, office furniture and
newspaper advertising. Its subsidiaries include Interform
Corporation, Blue Ridge, Champion Publishing, Inc., The Dallas
Printing, The Bourque Printing, The Capitol, and The Herald-
Dispatch.

The Company's balance sheet as of Oct. 31, 2011, $82.02 million in
total assets, $61.09 million in total liabilities, and
$20.92 million in total shareholders' equity.


CHENOA WELDING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Chenoa Welding and Fabrication, Inc.
        322 Morehead Street
        Chenoa, IL 61726

Bankruptcy Case No.: 12-71067

Chapter 11 Petition Date: May 3, 2012

Court: U.S. Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Sumner Bourne, Esq.
                  RAFOOL, BOURNE & SHELBY, P.C.
                  411 Hamilton Boulevard, #1600
                  Peoria, IL 61602
                  Tel: (309) 673-5535
                  E-mail: sbnotice@mtco.com

Scheduled Assets: $3,126,996

Scheduled Liabilities: $3,952,688

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ilcb12-71067.pdf

The petition was signed by Joseph J. Wochner, Jr., president.


CHESAPEAKE ENERGY: Fitch Changes Rating Outlook to Negative
-----------------------------------------------------------
Fitch Ratings has revised Chesapeake Energy Corporation's Rating
Outlook to Negative from Stable.  In addition, Fitch affirms the
company's existing ratings.  Approximately $13 billion in debt is
affected by the rating action.

The revised Outlook stems from a still aggressive capital spending
program for 2012 in a very weak natural gas environment.  The
company's 2012 spending plans remain essentially unchanged in
terms of magnitude and will create a large funding gap between
cash flow from operations and capital spending and leasehold
acquisitions which is expected to be filled mostly from proceeds
from asset sales and various monetizations.  Given the size of
this gap (estimated by Fitch to be approximately $10 billion for
2012) Fitch believes that the company's credit quality is likely
to come under pressure.

As result of weak natural gas prices, operating cash flow before
changes in working capital was just $910 million for the quarter.
The difference between this and amounts spent during the quarter
for capital expenditures and leasehold acquisition led to an
increase in long-term debt of approximately 23%, from $10.6
billion at year-end 2011 to approximately $13 billion at March 31,
2012.  Long-term debt plus non-controlling interests increased 29%
to $15,455 at March, 31, 2012 from $11,963 at year-end 2011.
Given the weak natural gas pricing environment, there exists the
potential for a shortfall or delay in some of the expected
proceeds from the remaining planned asset sales and monetizations
this year.

In the first quarter (1Q), Chesapeake announced an upward revision
to 2012 capex guidance for well costs on proved properties from
the $6 billion-$6.5 billion range to the $6.5 billion-$7 billion
range, and for acquisition of unproved properties from $1.4
billion to $1.6 billion, despite the dramatic fall-off in organic
cash flow from weak natural gas prices.  Also of note was the fact
that the company spent $2,182 million and $1,079 million in these
categories respectively in the 1Q.  While it had been clear that
the 1Q would be higher than the remainder of the year due to time
required to ramp down spending, these levels leave relatively
little room in the next three quarters for the company to stay
within its full year capex guidance.  Fitch anticipates the
company will be sharply free cash flow negative over the next
three years.

Chesapeake also announced an increase in the projected level of
asset sales to meet the company's funding needs: Chesapeake has
increased its planned asset sales in 2012 from $10 billion-$12
billion to $11.5 billion-$14 billion range.  The inventory of
assets to sell is deep (Permian Basin, Mississippi Lime, Eagle
Ford VPP, Chesapeake Oilfield Services IPO), but the extent of
sales raises questions about the ability to execute on all of
these transactions in such a short timeframe, and the potential
impact that sales could have on core operations and medium term
growth prospects.  The largest mitigating factors to this concern
are Chesapeake's robust track record in executing monetizations at
attractive valuations over the past four years, and the updated
guidance still provides for $1.6 billion-$2.65 billion in post-
asset sale free cash flow for debt pay down (before working
capital changes).  This debt is not maturing in 2012, which
provides some flexibility to the expected funding requirements.

Catalysts for a downgrade center among other things on the
potential for further increases in debt levels, driven by failure
to stay within outlined capital spending targets; further erosion
in natural gas pricing; an inability to execute on asset
monetizations on a timely basis, or a shortfall in monetization
proceeds.  Other negative catalysts include additional
encumbrances of assets, or downward revisions to production
guidance for 2012 or 2013.

Corporate governance and Board of Director oversight remains a
concern.  Some initial steps have been recently taken that could
positively affect governance and oversight over the long term.
However, these are only initial steps and bear monitoring as
governance and oversight can pose indirect issues for bondholders.

Liquidity is primarily provided by the company's $4 billion senior
secured revolver due 2015.  Nearer-term maturities for Chesapeake
are $464 million in 2013 and $1.6 billion in 2015.  Key covenants
are primarily associated with the senior secured credit facility
and include maximum debt-to-book capitalization (70% covenant
threshold) and maximum total debt-to-EBITDA (4.0 times [x]
covenant level).

Fitch has affirmed the ratings for Chesapeake as follows:

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

The Rating Outlook is Negative.


CHURCH OF GOD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Church of God in Christ
        aka The Greater Love.
        159 Dixon Rd.
        Milpitas, CA 95035

Bankruptcy Case No.: 12-53399

Chapter 11 Petition Date: May 3, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Stephen L. Johnson

Debtor's Counsel: Charles B. Greene, Esq.
                  LAW OFFICES OF CHARLES B. GREENE
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  E-mail: cbgattyecf@aol.com

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

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

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

The petition was signed by Johnie Q. Jones, CEO.


CHURCH STREET: Committee Sues to Question Liens on D&O Claims
-------------------------------------------------------------
The Official Unsecured Creditors Committee in the Chapter 11 cases
of Church Street Health Management, LLC, et al., files with the
U.S. Bankruptcy Court for the Middle District of Tennessee a
complaint against prepetition lenders SSO Funding Corp., SSH
Funding Corp., CIT Healthcare LLC, as collateral agent and
administrative Agent, and American Capital Ltd., as collateral
agent to determine the validity, priority, or extent of liens or
other interest in property.

Specifically, the Committee asks that the Court:

   A) determine the validity, priority, and extent of any lien in
      the D&O Policies, the D&O Claims, and the Commercial Tort
      Claims, and make a specific finding that the Prepetition
      Lenders do not have a valid lien in these policies,
      including the proceeds thereof; and

   B) declare and resolve the extent, validity, and priority of
      the parties' rights in the D&O Policies, the D&O Claims, and
      the Commercial Tort Claims, including the proceeds thereof,
      and issue a declaratory judgment that the Prepetition
      Lenders do not have a lien on the D&O Policies, the D&O
      Claims, and the Commercial Tort Claims, including the
      proceeds thereof.

The Committee relates that pursuant to a Second Lien Credit
Agreement dated Feb. 1, 2012, among SSO as borrower, certain of
the prepetition secured lenders and the Prepetition Agent, the
Prepetition Second Lien Lenders provided a second lien secured
credit facility comprised of up to $25,000,000 in aggregate
principal amount of term loans.

The Prepetition Lenders assert that under the terms of the
Prepetition Credit Documents, they were granted by the Debtors
security interests in and liens on substantially all assets of the
Debtors.

                        About Church Street

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

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

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

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

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


CHURCH STREET: Can Retain Gilbert LLP as Special Insurance Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Church Street
Health Management, LLC, et al., bankruptcy case sought and
obtained authorization from the Hon. Keith M. Lundin of the U.S.
Bankruptcy Court for the Middle District of Tennessee to retain
Gilbert LLP as special insurance and mass tort counsel.

Gilbert will:

   a. assist the Committee in evaluating the Debtors' insurance
      coverage;

   b. advise the Committee on steps to be taken to preserve and
      maximize insurance coverage; and

   c. assist the Committee with the negotiation and implementation
      of mechanisms to resolve personal injury claims in
      connection with a plan of reorganization, including,
      potentially, the negotiation of channeling injunctions,
      post-confirmation trust structures, claims resolution
      procedures, and trust funding for any trust established
      under a plan to resolve claims.

The primary focus of Gilbert LLP's work in the case is to assist
the Committee in an anticipated mediation and negation process
with the goal of achieving resolution of the personal injury
claims and structuring a process for the payment of the claims.
The feasibility of the process is likely dependent on reaching a
settlement with one or more insurer group.  Gilbert is willing to
make its fees contingent upon the implementation of a settlement
with one or more insurers or the successful confirmation of a plan
of reorganization that provides for a mechanism that will resolve
and pay allowed personal injury claims.  In the event that there
is an insurance settlement or a successful confirmation of plan of
reorganization, Gilbert attorneys' fees will be reimbursed from
the settlement proceeds generated in the context of the
settlement(s) or funded in connection with the confirmation of the
plan.  In any event, Gilbert has agreed to subordinate its allowed
administrative claim for attorneys' fees in these cases to the
approved fees and expenses of the Committee's general bankruptcy
counsel to the extent of the existing carve-out for the
Committee's fees and expenses.  Gilbert will only participate in
the Carve Out for the reimbursement of its actual out of pocket
expenses.  Payment of any fees and expenses will be subject to the
Court's approval.

Craig J. Litherland, a partner at Gilbert, attested to the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                        About Church Street

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

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

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

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

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


CIRCLE STAR: Receives $2.4 Million from Exercise of Warrants
------------------------------------------------------------
Circle Star Energy Corp. announced receipt of $2,400,000 from the
early exercise of warrants issued as part of Circle Star's unit
offering in June 2011.  The units consisted of one share of common
stock and one common stock purchase warrant exercisable to acquire
one share of common stock at an exercise price of $0.50 through
June 15, 2013.  The warrants were fully exercised.

Circle Star intends to use the proceeds to fund  repayment of debt
obligations, acquisition capital needs or general corporate
purposes.

Circle Star CEO, Jeff Johnson, commented, "We view these exercises
as a vote of confidence from our shareholders.  This investment
demonstrates support of the Circle Star team and our vision and
strategy.  This capital will be used in a prudent manner to expand
the growth potential of Circle Star in our effort to generate
shareholder value."

The Company issued 4,800,000 shares of common stock in connection
with the exercise of 4,800,000 share purchase warrants as $0.50
per share.  The common stock issued in connection with the warrant
exercise have not been and will not be registered under the United
States Securities Act of 1933, as amended or any state securities
laws.

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas. The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company's balance sheet at Jan. 31, 2012, showed $3.91 million
in total assets, $6.75 million in total liabilities and a $2.84
million total stockholders' deficit.

The Company said in its quarterly report for the period ended
Jan. 31, 2012, that there is substantial doubt about its ability
to continue as a going concern.  The continuation of the Company
as a going concern is dependent upon continued financial support
from the Company's shareholders, the ability of the Company to
obtain necessary financing to continue operations, and the
attainment of profitable operations.  The Company can give no
assurance that future financing will be available to it on
acceptable terms if at all or that it will attain profitability.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


CLARE AT WATER: Lenders Want Committee's Atty. Fees Fixed at $430K
------------------------------------------------------------------
The Prepetition Lender Parties in the Chapter 11 cases of The
Clare at Water Tower, ask the U.S. Bankruptcy Court for the
Northern District of Illinois to enter an order:

   i) limiting the Official Committee of Unsecured Creditors
      Professional Fee Budget to $430,000;

  ii) providing that consideration and any ultimate approval

      and direction of payment of Committee Professional Fees and
      Expenses in excess of the Committee Professional Fee Budget
      will be in accordance with the standards set forth in
      Section 506(c) of the Bankruptcy Code.

The Prepetition Lender Parties consist of The Bank of New York
Mellon Trust Company, N.A., as master trustee under a Master Trust
Indenture, dated as of July 1, 2010, (as amended), and as series
trustee under various series indentures, Wells Fargo Bank, N.A.,
as successor series trustee for the Series 2010 Bonds and Bank of
America, N.A., on behalf of itself and certain prepetition letter
of credit banks.

The Prepetition Lender Parties relate that they have reviewed the
Committee Professionals' Monthly Fee Statements and have attempted
to resolve disputes with respect thereto with the Committee
Professionals.  The attempts have been unsuccessful and, as such,
the Prepetition Lender Parties have filed appropriate notices of
objection to the Committee Professionals' Monthly Fee Statements.

According to the Prepetition Lender Parties, the motion must be
granted because of:

   -- failure to provide adequate protection;

   -- at a minimum, the Committee professional fees and expenses
      are unreasonable and unnecessary; and

   -- the nonconsensual use of cash collateral for payment of
      Committee fees and expenses is tantamount to a charge of the
      fees and expenses against the Prepetition lender Parties'
      collateral and must therefore be subject to the showing
      required under Section 506(c) of the Bankruptcy Code.

                  About The Clare at Water Tower

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

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

Judge Susan Pierson Sonderby presides over the case.  Matthew M.
Murphy, Esq., at DLA Piper LLP, serves as the Debtor's counsel.
Houlihan Lokey Capital, Inc., as its investment banker and
financial advisor.  Deloitte Financial Advisory Services LLP
serves as restructuring advisor.  Epiq Bankruptcy Solutions serves
as claims and noticing agent.  The Debtor, in its amended
schedules, disclosed $56.8 million in assets and $321.7 million in
liabilities.  The petition was signed by Judy Amiano, president.

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


CLEAR CHANNEL: Incurs $143.6 Million Net Loss in First Quarter
--------------------------------------------------------------
Clear Channel Communications, 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 $143.63
million on $1.36 billion of revenue for the three months ended
March 31, 2012, compared with a net loss attributable to the
Company of $131.83 million on $1.32 billion of revenue for the
same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$16.48 billion in total assets, $24.29 billion in total
liabilities, and a $7.80 billion total members' deficit.

"Since the start of 2012, we have continued to invest in our
rapidly growing digital products and services, while strengthening
our operations to better serve our marketing partners and our
consumers," Chief Executive Officer Bob Pittman said.  "We have
enhanced our ability to help our partners take advantage of the
unique size and scale of our media, entertainment and outdoor
assets, with a particular focus on multi-platform solutions that
no other company is able to deliver."

                        Bankruptcy Warning

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.

The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time.  Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations.  The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives.  These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations.  If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.

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

                        http://is.gd/jR2Omf

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

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


CLEARWIRE CORP: To Sell $300 Million Class A Common Shares
----------------------------------------------------------
Clearwire Corporation entered into a sales Agreement with Cantor
Fitzgerald & Co. pursuant to which the Company may offer and sell
shares of its Class A Common Stock having an aggregate offering
price of up to $300,000,000 from time to time through CF&Co, as
sales agent.

Subject to the terms and conditions of the Sales Agreement, CF&Co
will use its commercially reasonable efforts to sell shares of
Class A Common Stock on the Company's behalf on a daily basis or
as otherwise agreed by the Company and CF&Co.

The Company will pay CF&Co a commission equal to 2.0% of the gross
sales price per share of Class A Common Stock sold under the Sales
Agreement.  The Company has also agreed to reimburse CF&Co for
certain of its expenses as set forth in the sales agreement and to
indemnify CF&Co against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments that CF&Co
may be required to make in respect of those liabilities.

The Company and CF&Co each have the right, by giving written
notice as specified in the Sales Agreement, to terminate the Sales
Agreement in each party's sole discretion at any time.

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

                        http://is.gd/PkOve3

                    About Clearwire Corporation

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

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

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

                          *     *     *

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

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


CLIFFS CLUB: Wants Until Sept. 25 to Decide on Unexpired Leases
---------------------------------------------------------------
The Cliffs Club & Hospitality Group, Inc., et al., ask the U.S.
Bankruptcy Court for the District of South Carolina to extend
until Sept. 25, 2012, their time to assume or reject unexpired
leases of nonresidential real property.

According to the Debtors, they need additional time to fully
appraise their financial situation and the potential value of
their assets in terms of the formulation of a Chapter 11 plan, and
require additional time to assess and evaluate whether to assume
or reject any unexpired leases as part of the Debtors' overall
objective of reorganization.

                         About Cliffs Club

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

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

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

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

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

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

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

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


CHURCH STREET: Committee Taps Gilbert LLP as Mass Tort Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for permission to retain Gilbert LLP as special
insurance and mass tort counsel.

Gilbert LLP will provide services regarding the investigation,
analysis and valuation, and preservation of insurance coverage in
the Chapter 11 proceedings.  In addition, the firm will assist the
Committee with the negotiation and implementation of mechanisms
for the efficient resolution of the numerous personal injury
claims that may be asserted in the cases.

Specifically, the firm will:

   a. assist the Committee in evaluating the Debtors' insurance
      coverage;

   b. advise the Committee on steps to be taken to preserve and
      maximize insurance coverage; and

   c. assist the Committee with the negotiation and implementation
      of mechanisms to resolve personal injury claims in
      connection with a plan of reorganization, including,
      potentially, the negotiation of channeling injunctions,
      post-confirmation trust structures, claims resolution
      procedures, and trust funding for any trust established
      under a plan to resolve claims.

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

                        About Church Street

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

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

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

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

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


COLORADO LAND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Colorado Land Consultants, Inc.
        dba CLC Associates, Inc.
        8480 East Orchard Road, Suite 2000
        Greenwood Village, CO 80111-5014

Bankruptcy Case No.: 12-19238

Chapter 11 Petition Date: May 4, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Joel Laufer, Esq.
                  LAUFER AND PADJEN LLC
                  5290 DTC Parkway, Suite 150
                  Englewood, CO 80111
                  Tel: (303) 830-3172
                  E-mail: jl@jlrplaw.com

Scheduled Assets: $1,498,098

Scheduled Liabilities: $14,738,351

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cob12-19238.pdf

The petition was signed by Steve Wilson, chairman of the board.


COMMERCE PARK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Commerce Park Associates 12, LLC
        207 Quaker Lane
        Suite 300
        West Warwick, RI 02893

Bankruptcy Case No.: 12-11575

Chapter 11 Petition Date: May 3, 2012

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Debtor's Counsel: Peter J. Furness, Esq.
                  SINAPI FORMISANO & CO
                  100 Midway Place Suite 1
                  Cranston, RI 02920-5707
                  Tel: (401) 944-9690
                  Fax: (401) 943-9040
                  E-mail: pjf@sfclaw.com

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

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

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

The petition was signed by Melissa A. Faria, manager of CKLP, LLC.


CROWN MEDIA: Reports $12.3 Million Net Income in First Quarter
--------------------------------------------------------------
Crown Media Holdings, Inc., reported net income attributable to
common stockholders of $12.27 million on $83.77 million of net
total revenue for the three months ended March 31, 2012, compared
with net income attributable to common stockholders of $47.50
million on $73.59 million of net total revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2012, showed $939.05
million in total assets, $688.28 million in total liabilities and
$250.76 million in total stockholders' equity.

"We have completed a very productive first quarter of 2012 with
positive financial results, exciting developments in programming,
sturdy ratings, and strong distribution gains for Hallmark Movie
Channel," said Bill Abbott, President and CEO of Crown Media
Family Networks.  "Positioning for the 2012/2013 Upfront season is
underway and we have a strong story with our recent results and
increased commitment to original programming.  During the second
quarter, we are well-positioned to build on the positive momentum
that we have seen in the first few months of the year."

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

                       http://is.gd/raeGZO

                        About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's senior secured credit facilities and the indenture
governing the Notes contain a number of covenants that impose
significant operating and financial restrictions on the Company,
including restrictions on its ability to, among other things,
incur additional debt or issue certain preferred shares, pay
dividends on or make distributions in respect of the Company's
capital stock or make other restricted payments, and make certain
payments on debt that is subordinated or secured on a junior
basis.

Any of these restrictions could limit the Company's ability to
plan for or react to market conditions and could otherwise
restrict corporate activities.  Any failure to comply with these
covenants could result in a default under the Company's senior
secured credit facilities and the indenture governing the Notes.
Upon a default, unless waived, the lenders under the Company's
senior secured credit facilities could elect to terminate their
commitments, cease making further loans, foreclose on the
Company's assets pledged to those lenders to secure its
obligations under the senior secured credit facilities and force
the Company into bankruptcy or liquidation.

                           *     *     *

As reported by the TCR on July 25, 2011, Standard & Poor's Ratings
Services assigned Studio City, Calif.-based cable network company
Crown Media Holdings Inc. its 'B' corporate credit rating.  The
outlook is stable.

"The stable rating outlook reflects our expectation that the
company could reduce its lease-adjusted leverage over the
intermediate term through EBITDA growth and modest debt repayment,
barring any unforeseen events," S&P said.


DIAMOND FOODS: Names Hostess Ex-CEO Driscoll as President and CEO
-----------------------------------------------------------------
Diamond Foods, Inc., appointed food and beverage industry veteran
Brian J. Driscoll as President and Chief Executive Officer,
effective May 8, 2012.

Mr. Driscoll, who will join the Diamond Board of Directors,
replaces Rick G. Wolford, a Director who has served as Interim
Chief Executive Officer since Feb. 7, 2012 while the Company
conducted a nationwide search for a permanent Chief Executive.

"We are delighted to welcome Brian to Diamond Foods and believe
that his proven management skills and his experience over a 30
year career with leading food and consumer businesses such as
Kraft, Nabisco, Nestle and Procter & Gamble, and most recently at
Hostess Brands, Inc., make him a perfect choice for Diamond," said
Robert J. Zollars, Diamond's Chairman.

"I am excited about the many opportunities that lie ahead for the
Company under Brian's leadership," said Interim CEO and Diamond
Director Rick Wolford. "I believe Diamond's future is very bright
and will benefit significantly from Brian's experience as the
leadership team resumes its industry leadership with the walnut
business, executes on its branded snack strategies, and further
builds a high performance and productive Company culture."

"I am very optimistic about the future of Diamond Foods and look
forward to working closely with our employees, the grower
community and our customers to take Diamond's businesses to
another level," said Brian Driscoll. "Together, we plan to build
on the momentum of Diamond's impressive brands to grow sales,
increase market share and drive shareholder value."

Mr. Driscoll, 53, began his career in 1980 in sales with Procter &
Gamble, and joined Nestle Foods in 1985.  During his 10 years with
Nestle, Mr. Driscoll assumed increasing responsibilities
culminating with his promotion to Vice President and General
Manager of the U.S. Roast and Coffee Division.  In 1995, Nabisco
recruited him to the position of President-Sales and Integrated
Logistics.  In 1998, he was appointed to lead the Biscuit Direct
Store Delivery Sales and Customer Service organization. Mr.
Driscoll joined Kraft with its acquisition of Nabisco as Executive
Vice President for Field Sales and Integrated Logistics. During
his tenure with Kraft, he held a number of executive positions
overseeing customer business teams, retail sales and customer
marketing.  He rose to the position of President of Sales,
Customer Service.  In June 2010, he was recruited to lead Hostess
Brands where he served as Chief Executive Officer until March of
this year.  Mr. Driscoll earned his Bachelor of Science Degree in
1980 from St. John's University's College of Business
Administration. While at Kraft, he completed Northwestern
University's Kellogg School CEO Perspective Program.

                        About Diamond Foods

The Diamond Foods, Inc. -- http://www.diamondfoods.com/--
is a packaged food company focused on building, acquiring and
energizing brands including Kettle(R) Chips, Emerald(R) snack
nuts, Pop Secret(R) popcorn, and Diamond of California(R) nuts.
The Company's products are distributed in a wide range of stores
where snacks and culinary nuts are sold.

The Securities and Exchange Commission and the audit committee of
the Company's board are investigating payments the Company made to
walnut growers late last summer.  Shareholders have sued the
company alleging Diamond delayed what it called "momentum
payments" to inflate its 2011 earnings.  Diamond missed a deadline
to file its fiscal first-quarter results in light of the SEC
probe.  Diamond has said it will cooperate with the SEC.

The accounting questions have forced Diamond to delay its $2.35
billion acquisition of Pringles from Procter & Gamble Co.  P&G has
said the deal hinges on the favorable resolution of the
investigations.

WSJ reported two of the five largest shareholders of Diamond Foods
dumped the bulk of their holdings amid the accounting probes.  Del
Mar Asset Management, Diamond's third-largest stockholder with
8.7% of the company at the end of September 2011, according to
FactSet Research, now owns just 40,000 shares, or 0.2% of the
company.  BAMCO Inc., Diamond's fifth-largest shareholder in
September with 6.9% of the company, has since sold all of its
shares.

In March 2012, Diamond Foods reached an agreement with its lenders
to amend its credit agreement.  Under the amended agreement,
Diamond, working with its current bank group, will have continued
access to its existing revolving credit facility through June 18,
2012, subject to Diamond's compliance with the terms and
conditions of the amendment.  During this period, Diamond will
continue to make scheduled term loan payments.  Also, Diamond
continues to make progress with its restatement and is pursuing
actions with its financial advisor, Dean Bradley Osborne, to
explore capital alternatives to strengthen the Company's balance
sheet.


DIPPIN' DOTS: Assets Sold, Chapter 7 Hearing on May 25
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dippin' Dots, Inc., after receiving approval to sell
the business to Fischer Enterprises LLC for $12.67 million, has a
hearing on May 25 for conversion of the Chapter 11 case to a
liquidation in Chapter 7.

According to the report, Regions Bank, the secured lender owed
$10.8 million when the bankruptcy began, will receive net proceeds
from the sale.  The bank agreed to carve out $250,000 from the
sale for use by the bankrupt company or its trustee.  The carve-
out is in addition to money the bank previously set aside for
payment of professional fees.  The buyer is assuming the
obligation of paying bills owing to suppliers for goods delivered
after bankruptcy.

                        About Dippin' Dots

Founded in 1988 by microbiologist Curt Jones, Dippin' Dots Inc.
manufactures quirky and colorful ice cream beads, which are flash
frozen using liquid nitrogen.  It owns a 120,000-square-foot plant
in Kentucky that can produce more than 25,000 gallons of frozen
dots a day.  It has about 140 Dippin' Dots retail locations, which
are mostly controlled by franchisees, and agreements with 9,952
small vendors who sell the ice cream at fairs, festivals and
sports games.  Dippin' Dots isn't sold in grocery stores because
of its extreme cooling requirements.

Dippin' Dots filed a Chapter 11 petition (Bankr. W. D. Ky Case No.
11-51077) on Nov. 3, 2011 in Paducah, Kentucky.  Judge Thomas H.
Fulton presides over the case.  Farmer & Wright, PLLC, represents
the Debtor as Chapter 11 counsel.  The Debtor disclosed
$20,233,130 in assets and up to $20,233,130 in debts.  The
petition was signed by Curt Jones, president.

Regions Bank, the Debtor's secured lender, is represented by Brian
H. Meldrum, Esq., at Stites & Harbison PLLC.

In February 2012, Regions Bank filed a motion seeking appointment
of a Chapter 11 trustee.  After talks with the Debtor, Regions
consented to having a chief restructuring officer.  Regions wanted
a trustee in part based on allegations that the company's chief
executive fraudulently transferred his ownership of a franchising
affiliate to prevent the bank from attaching the affiliate in
satisfaction of debt on a guarantee.


DISSOLUTION PROPERTIES: Case Summary & 7 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Dissolution Properties LLC
        1427 Grant Avenue
        P.O. Box 330220
        San Francisco, CA 94133

Bankruptcy Case No.: 12-31359

Chapter 11 Petition Date: May 2, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Joel K. Belway, Esq.
                  LAW OFFICES OF JOEL K. BELWAY
                  235 Montgomery St. #668
                  San Francisco, CA 94104
                  Tel: (415) 788-1702
                  E-mail: belwaypc@pacbell.net

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 seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/canb12-31359.pdf

The petition was signed by WB Coyle, manager.


DIVERSAPACK OF MONROE: Has Approval to Sell Assets for $3.2-Mil.
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Diversapack of Monroe LLC was authorized last week to
sell the assets for $3.2 million.  The buyer is a joint venture
between M. Davis Group LLC and New Mill Capital LLC.

Diversapack of Monroe, LLC, a maker of packaging for consumer
products, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No.
12-10981) on March 21, 2012.  The Debtor estimated up to $10
million in assets and up to $50 million in debts.  Joseph J.
McMahon, Jr., Esq., at Ciardi, Ciardi & Astin, in Wilmington,
Delaware, serves as counsel.  Judge Kevin Gross presides over the
case.

The Debtor owes $10.6 million to two secured lenders prepetition.
One lender, owed $7.7 million on a first mortgage, is a 49%
shareholder and the prior owner of the assets.

The company said it never turned a profit since operations began
in 2009.


DK AGGREGATES: Authorized to Sell Assets to Fusion Equities
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Mississippi
authorized DK Aggregates LLC to sell its assets to Fusion
Equities, LLC, pursuant to an asset purchase agreement dated as of
Dec. 7, 2011.

Fusion has originally agreed to buy the assets for $12.5 million.
As amended at the hearing in open Court, the purchase price
pursuant to APA was increased to $12.7 million.

The Court also approved the Debtor's request for a carve-out for
administrative expense claims from the sale proceeds of $600,000.

A full-text copy of the order approving sale is available for free
at http://bankrupt.com/misc/DKAGGREGATES_saleorder.pdf

                      About DK Aggregates LLC

Pearlington, Mississippi-based DK Aggregates LLC was formed in
2003.  The managing member is Murray J. Moran.  The members and
their respective interests are: Murray J. Moran, 57.5%; Murray
Lucas Moran, 22.5%; Richard Anthony, 10%; and Donald Rafferty,
10%.

The Company was formed for the purposed of acquiring the 1,700
acre tract of land that the Debtor presently owns in Hancock
County, Mississippi, for the purpose of engaging in sand and
gravel mining operations.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Miss. Case No. 10-51823) on Aug. 9, 2010.  Robert Alan Byrd,
Esq., at Byrd & Wiser, in Biloxi, Mississippi, assists the Debtor
in its restructuring effort.  H. Kenneth Lefoldt, Jr., of Lefoldt
& Company P.A. serves as accountant.  In its amended schedules,
the Debtor disclosed $18.5 million in assets and $7.11 million in
liabilities as of the Petition Date.


DOLE FOOD: Strategic Review Cues Fitch to Place Rating Watch Neg.
-----------------------------------------------------------------
Fitch Ratings has placed the ratings of Dole Food Co., Inc. and
its wholly-owned subsidiary Solvest Ltd. on Rating Watch Negative.

The Rating Watch follows Dole's May 3, 2012 announcement that it
has initiated a strategic review of its business in order to
enhance shareholder value.

The current ratings are as follows:

Dole (Operating Company)

  -- Long-term Issuer Default Rating (IDR) 'B+';
  -- Asset-based (ABL) revolver due 2016 'BB+/RR1';
  -- Secured term loan B due 2018 'BB+/RR1';
  -- 13.875% third-lien notes due 2014 'BB/RR2';
  -- 8% third-lien notes due 2016 'BB/RR2'.
  -- 8.75% senior unsecured notes due 2013 'B-/RR6'.

Solvest Ltd. (Bermuda-Based Subsidiary)

  -- Long-term IDR 'B+';
  -- Secured term loan C due 2018 'BB+/RR1'.

At March 24, 2012, Dole had $1.7 billion of total debt.

Rating Rationale and Triggers:

The Rating Watch Negative indicates that there is a heightened
probability of a downgrade depending on the outcome of Dole's
strategic review.  The review is driven by Dole's belief that the
equity market is not recognizing the value of its faster growing
higher margin Packaged Foods business.  Alternatives outlined by
the company include a full or partial separation of one or more of
its businesses via a spin-off or other capital markets
transactions.  While uncertainty as to the final outcome exists,
Fitch views the probability for a transaction as high.

In 2011, the Packaged Foods segment generated $1.2 billion or 17%
of the Dole's $7.2 billion of sales and $119 million of EBITDA.
EBITDA margins have been in the low double-digit range over the
past three years, higher than the firm's mid-single digit average.
Should Dole's cash flow decline due to the separation of the
Packaged Foods business, significant debt reduction would be
necessary to maintain ratings given the volatility and limited
diversification of the remaining business.  Due to Dole's emphasis
on enhancing shareholder value, Fitch is concerned about the
amount of ultimate debt reduction resulting from any transaction.
Resolution of the Watch Negative will occur once details regarding
potential transactions are solidified and capital structure
implications become certain.

Current ratings reflect Dole's high financial leverage and the
effect periodic volatility in operating earnings and cash flow has
on the company's credit profile.  Prior to the previously
described announcement by the company, Dole's financial strategy
was to utilize free cash flow (FCF) and asset sale proceeds to
reduce debt while engaging in select tuck-in acquisitions.  The
company's leverage goal was to achieve net debt-to-EBITDA of 2.0
times (x) over time.

The 'RR1' rating on Dole's secured credit facilities indicates
that Fitch views recovery prospects on these obligations as
outstanding at 91% - 100% in a distressed scenario.  Similarly,
the 'RR2' rating on the firm's third-lien notes suggests that
recovery rates would be viewed as superior in the 71% - 90% range
if Dole were in a distressed situation.  However, the RR6 rating
on the company's senior unsecured notes is due to Fitch's opinion
that recovery could be poor in the 0% - 10% range if the company
restructured its capital structure.

Credit Statistics, Liquidity and Maturities:

For the latest 12 month (LTM) period ended March 24, 2012, total
debt-to-operating EBITDA was 5.2 times (x), up from 4.6x at Dec.
31, 2011.  Operating EBITDA-to-gross interest expense was 2.4x,
down from 2.6x and FFO fixed charge coverage was 1.4x, versus 1.5x
at year end.  FCF was negative $41 million versus negative $77
million at year end.

Dole's credit statistics are currently weaker than Fitch had
anticipated due to recent operating income declines in the firm's
Fresh Fruit and Fresh Vegetable segments. Debt levels are also
modestly higher than expected due to tuck-in acquisitions.

At March 24, 2012, Dole's liquidity was adequate at $279 million.
Cash totaled $106 million and availability under the firm's
revolver was $173 million.  Dole's $350 million ABL facility
expires on July 8, 2016.  Significant upcoming maturities are
limited to $155 million of senior unsecured notes due in July
2013.

Dole's only financial covenant is a springing fixed charge
coverage ratio of at least 1.0x if ABL availability is below a
certain amount.  The firm's debt agreements contain restrictions
related to asset sales and the application of proceeds thereof.

The ABL has a first-priority lien on U.S. account receivables and
inventory and a second-priority lien on real and intangible
property.  Term loans are secured on a first priority basis by
real and intangible property and on a second priority basis by ABL
collateral.  Lastly, third-lien notes have the benefit of a lien
on certain U.S. assets of Dole that is junior to the liens of the
company's senior secured credit facilities.  The company's debt is
guaranteed by substantially all U.S. subsidiaries.


DOLE FOOD: Moody's Affirms 'B1' CFR; Outlook Developing
-------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
and other ratings for Dole Food Company, Inc. and changed the
rating outlook to developing from stable. The outlook change
follows the company's first quarter earnings release and
announcement, published after the market close yesterday, that it
has initiated a comprehensive strategic review of its businesses
seeking to enhance shareholder value.

The developing outlook reflects the uncertainty around the future
capital structure of the company. The strategic review will
consider alternatives that may include a full or partial
separation of one or more of the company's businesses through a
spin off or other capital markets transactions, as well as other
alternatives that will enhance shareholder value. The management
team has explained that management and the Board will evaluate a
number of different strategic alternatives in this process, some
of which could raise new equity or result in lower leverage for
some of the businesses. However, at this stage of the review, no
final decisions have been reached on the ultimate outcome of this
process nor on the impact of such a transaction on existing debt
or the division of assets available for sale. If a separation of
one of the businesses does occur, Moody's will evaluate the
respective capital structures of each of the new companies, taking
into consideration new equity raised, if any.

Rating Rationale

Dole's B1 corporate family rating incorporates the company's
earnings and cash flow volatility from its exposure to commodity
markets as well as the impact of such uncontrollable factors as
weather or political regulations on key products. Nonetheless,
Dole enjoys a leadership position in its industry segment and has
good geographic diversity. Credit metrics, which had been
strengthening from improved profit margins and debt reductions as
a result of the sale of non-core assets as well as the IPO,
softened somewhat over the past year, with leverage in the mid 5
to high times range up from 4.9 times in 2010.

On an existing entity basis and excluding any strategic
transaction discussed above, ratings could be upgraded if Dole
achieves material and sustained improvement in operating margins
and is able to reduce leverage such that debt to EBITDA is
sustained below 4 times. Upward rating momentum would also require
maintenance of a strong liquidity profile.

Based on the existing corporate and business structure and
excluding any strategic transaction discussed above, ratings could
be downgraded if continued operating softness or an aggressive
financial policy causes debt/EBITDA to be sustained at or above
5.5 times.

The principal methodology used in rating Dole was the Global Food
- Protein and Agriculture published in 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 Westlake Village, California, Dole Food Company,
Inc. is the world's largest producer of fresh fruit, fresh
vegetables and value-added fruits and vegetables. Sales for fiscal
2011 were approximately $7.2 billion.


EAST HARLEM: Plan Confirmation Hearing Slated for May 30
--------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on May 30,
2012, at 3:00 p.m., to consider confirmation of East Harlem
Property Holdings, LP's Chapter 11 Plan.  Objections, if any, are
due May 25, at 5:00 p.m.

Ballots accepting or rejecting the Plan are due May 29.  All
ballots must be duly and completely signed, marked and received by
LaMonica Herbst & Maniscalco, LLP, counsel to the Debtor, 3305
Jerusalem Avenue, Suite 201, Wantagh, New York 11793, Attn:
Salvatore LaMonica, Esq. or Jordan Pilevsky, Esq.

According to the Amended Disclosure Statement dated April 30,
2012, on the Effective Date, the Debtor will sell, assign, and
transfer all of its right title and interest in the membership
interests to SG2-E&M Harlem Portfolio Owner LLC in exchange for
$4.75 million.  The sale, assignment and transfer to SG2 is an
arm's-length transaction.  Neither the Debtor nor its partners,
members or shareholders are affiliated with SG2.

Under the Plan, the Debtor intends to treat claims as:

Class 1: Secured Claim -- On the Effective Date, the Debtor will,
         among other things, sell and assign all of its right,
         title and interest in the Membership Interest to SG2.
         C-III Acquisitions LLC will release any liens and claims
         in and to the membership interests and the proceeds of
         the sale price, and exchange general releases with the
         Debtor.

Class 2: Priority Claims -- All Allowed Priority Claims will be
         paid in full on or within 15 days after the Effective
         Date.

Class 3: Unsecured Claims -- Allowed Unsecured Claims will be paid
         in full on or within 15 days after the Effective Date, or
         upon such other terms as agreed between the Debtor and
         holders of Allowed Class 3 claims.

Class 4: Partner Interests -- The holders of Allowed Partner
         Interests in the Debtor will be paid any funds remaining
         in the Confirmation Account after the payment of Allowed
         Claimants in accordance with the Plan.

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

                         About East Harlem

East Harlem Property Holdings, LP, is a limited partnership formed
in Delaware on March 13, 2007.  The Debtor owns 100% of the
limited liability company membership interests in 27 special
purpose entities, which own, in the aggregate, approximately
1,200 residential units and 50 commercial units located within 47
buildings located in New York, New York.  The Real Properties are
primarily located in an area bounded by 100th Street to the south,
188th Street to the north, Pleasant Avenue to the east and Park
Avenue to the west.

The Debtor filed for Chapter 11 relief (Bankr. S.D.N.Y. Case No.
11-14368) on Sept. 15, 2011.  Judge James M. Peck presides over
the bankruptcy case.  Joseph S. Maniscalco, Esq., and Jordan
Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP, in Wantagh,
New York, represents the Debtor as counsel.  In its schedules, the
Debtor disclosed assets of $230 million and liabilities of
$27.8 million.  The petition was signed by Linda Greenfield, vice
president of Harlem Housing, LLC, sole and managing member of East
Harlem GP, LLC, general partner.


ENERGY CONVERSION: Unit Has Access to Cash Collateral Until May 11
------------------------------------------------------------------
The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the
Eastern District of Michigan, in a first amendment to the final
order, approved Energy Conversion Devices, Inc., et al.'s cash
management system, including approval of use of cash collateral
and intercompany transfers on an administrative expense basis.

As reported in the Troubled Company Reporter on April 10, 2012,
under the cash collateral order, debtor-affiliate United Solar
Ovonic LLC (USO) is authorized to use the cash collateral of
Energy Conversion Devices (ECD), until April 24.

Pursuant to the amended order, USO is authorized to use the cash
collateral of ECD from April 24 until May 11.

ECD is granted a replacement lien on the same categories of
collateral which are subject to ECD's prepetition liens to the
extent arising after the petition date, and the proceeds,
products, replacements and substitutions thereof.  The replacement
lien on postpetition collateral will have the same validity,
amount and priority as ECD's liens had prior to the petition date,
and will be limited to the extent of the use of cash collateral by
USO postpetition.

The postpetition advances from ECD to USO through and including
May 11, inclusive of advances made pursuant to the interim order
and the final order, are granted an administrative expense
priority.

During the extension period, USO is authorized to continue making
advances to its foreign subsidiaries, inclusive of funds advanced
pursuant to the interim order and final order in accordance with
the first amended budget.  The Debtors will exercise reasonable
efforts to cause the advances to be secured by the assets of the
respective foreign subsidiaries.

Notwithstanding any other provision of the order, during the
period until May 18, which can be extended by the Court for cause
or by consent of the Debtors, the Ad Hoc Consortium and the
Committee, only the Committee will retain rights to assert any
claims or causes of action, theory or defense challenging the
rights granted under the order in respect of the prepetition
credit agreement and the granting of postpetition replacement
liens for USO's use of the alleged cash collateral granted under
the order.

                       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).


FIRST NATIONAL: Settles Dispute with Lenders, Wants Case Dismissal
------------------------------------------------------------------
First National Building I, LLC, and First National Building II,
LLC, ask the U.S. Bankruptcy Court for the Western District of
Oklahoma to dismiss their Chapter 11 bankruptcy cases.

According to the Debtors, they participated in a settlement
conference with their lenders Capmark Bank, a Utah industrial
bank, and Capmark CDF Subfund VI LLC, after recognizing the risks,
costs and delays associated with litigation of the disputes.
After the settlement conference, the parties were able to reach a
global resolution of their disputes.

The Settlement Agreement represents a global resolution of all of
the disputes among the Borrower Parties and the Lender arising
from the Loan and related litigation, the Debtors' bankruptcy
cases, and all other claims that such parties may have against
each other in any capacity.  The principal terms of the Settlement
Agreement include:

   1. The lender agrees to accept in full and final satisfaction
      of all claims held by the lender against the Borrower
      Parties, the payment amount in the aggregate sum of
      $12 million.

   2. The Debtors will pay to the lender a nonrefundable deposit
      in the amount of $1 million by no later than 5:00 p.m.
      (CDT) on the first business day after the date of filing
      of the motion for approval of the Settlement Agreement.
      The amount of the deposit will be applied toward the cash
      payment amount.

   3. The cash payment amount and the lender DIP Fund Payment must
      be wired to the lender by no later than 90 days after the
      filing date of the settlement motion -- i.e., by May 27,
      2012.

LVI Environmental Services, Inc., sought the denial of the
Debtors' motion to dismiss in its present form insofar as it
presents unusual circumstances rendering dismissal as not in the
best interests of its creditors.  In the alternative, LVI also
requested that, at a minimum, the Court condition any dismissal
order on (i) a requirement that Debtors engage in court-mandated
mediation to resolve LVI's lien claim prior to dismissal of the
Chapter 11 cases; and (ii) a requirement that the Debtors specify
the amount of the Takeout Financing to be reserved to pay LVI's
lien claim in the event resolution cannot be reached prior to
dismissal of the cases.

The Court has entered a ruling authorizing the Debtors to:

   -- enter into stipulation regarding relief from automatic stay
      and stipulation regarding receiver with Capmark Bank, N.A.
      and Capmark CDF Subfund VI LLC;

   -- modify the automatic stay in the event the Debtors fail to
      meet their obligations set forth in the Settlement
      Agreement, the automatic stay is immediately terminated as
      to the property -- without further notice, hearing or action
      of the Court.

                       About First National

Sherman Oaks, California-based First National Building I, LLC, and
First National Building II, LLC, are the co-owners of the real
property commonly known as the First National Center and located
at 120 N. Robinson Avenue in Oklahoma City.  The property is a 33-
story historic office building located in the central business
district in Oklahoma City and contains approximately 950,000
square feet of rentable space.

The Honorable Geraldine Mund entered an order directing the
transfer of the Chapter 11 cases of First National Building I,
LLC, and First National Building II, LLC, from the Central
District of California to the Western District of Oklahoma.
Lender Capmark Bank and Capmark CDF Subfund VI LLC made the
request, and Judge Mund agreed to the venue change.

First National Building I, LLC, filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 10-22745) in Woodland Hills, Calif.,
on Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla.
Case No. 10-16334) to Oklahoma City on Oct. 13, 2010.  First
National Building II, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 10-22747) in Woodland Hills, Calif. on
Oct. 7, 2010, and the case was transferred (Bankr. W.D. Okla. Case
No. 10-16335) to Oklahoma City on Oct. 13, 2010.  Keith M.
Aurzada, Esq., and John C. Leininger, Esq., at Bryan Cave LLP, in
Dallas, Tex., and Rob F. Robertson, Esq., at GableGotwals, in
Oklahoma City, Okla., represent Capmark as counsel.

The Debtors each estimates assets and debts at $10 million to
$50 million.

The Debtors are affiliated with Roosevelt Lofts, LLC (Bankr. C.D.
Calif. Case No. 09-14214).

David L. Neale, Esq., and Juliet Y. Oh, Esq., at Levene, Neale,
Bender, Yoo & Brill L.L.P., in Los Angeles; and Mark B. Toffoli,
Esq., at Andrews Davis, P.C., in Oklahoma City, Okla., represent
the Debtors as counsel.


FLOAT TECH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Float Tech Inc.
        216 River Street
        Troy, NY 12180

Bankruptcy Case No.: 12-11207

Chapter 11 Petition Date: May 4, 2012

Court: U.S. Bankruptcy Court
       Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: James C. Thomas, Esq.
                  HODGSON RUSS LLP
                  140 Pearl Street - Guaranty Building
                  Buffalo, NY 14202
                  Tel: (716) 856-4000
                  E-mail: jthoman@hodgsonruss.com

Scheduled Assets: $337,382

Scheduled Liabilities: $2,091,086

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nynb12-11207.pdf

The petition was signed by Judith Wheeler, chief executive
officer.


FOGG CONSTRUCTION: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fogg Construction, Inc.
        6405 N.E. 116th Avenue #103
        Vancouver, WA 98662-2401

Bankruptcy Case No.: 12-43138

Chapter 11 Petition Date: May 3, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Debtor's Counsel: John D. Nellor, Esq.
                  J. D. NELLOR, PC
                  Park Tower One
                  201 N.E. Park Plaza Drive, Suite 202
                  Vancouver, WA 98684
                  Tel: (360) 816-2241
                  E-mail: jd@nellorlaw.com

Scheduled Assets: $1,755,820

Scheduled Liabilities: $1,895,432

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/wawb12-43138.pdf

The petition was signed by Edward Fogg, president.


FOXHALL INTL: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Foxhall International LLC
        430 Chickasaw Land Way
        Collierville, TN 38017

Bankruptcy Case No.: 12-24664

Chapter 11 Petition Date: May 4, 2012

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

Judge: George W. Emerson Jr.

Debtor's Counsel: John L. Ryder, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  E-mail: jryder@harrisshelton.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 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/tnwb12-24664.pdf

The petition was signed by Suleman Sohani, managing member.


FREEZE LLC: Liquidating Plan Offers 3.2% for Unsecureds
-------------------------------------------------------
Freeze LLC, et al., submitted to the U.S. Bankruptcy Court for the
District of Delaware a Blacklined Disclosure Statement explaining
the proposed First Amended Plan of Liquidation dated April 20,
2012.

According to the Disclosure Statement, the Plan provides for the
liquidation and distribution of the Debtors' remaining assets for
the benefit of certain Holders of Allowed Claims. Specifically,
Holders of Assumed Administrative Claims, DIP Claims, Other
Priority Claims, and Secured Credit Agreement Claims generally
will be paid in full in cash.

The Plan provides for these estimated recoveries:

   Claims                            Expected Recoveries
   ------                            -------------------
Other Priority Claims                       100%
Other Secured Claims                        100%
Secured Credit Agreement Claims             100%
Secured Promissory Note Claims                0%
General Unsecured Claims
  against Amicus Debtors                 1.6% - 3.2%
General Unsecured Claims
  against Freeze Debtors                      0%
PBGC General Unsecured Claims            1.6% - 3.2%
Section 510(b) Claims                         0%
Intercompany Claims                           0%
Equity Interests                              0%

Under the Plan, on the Effective Date, among other things, a
Liquidating Trust will be established and a Liquidating Trustee
appointed. The Liquidating Trust will establish and fund the
Senior Claims Reserve with cash in an amount (a) acceptable to the
Debtors and the Committee, or (b) approved by the Bankruptcy
Court.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/FRIENDLY1stAmendedDS.pdf

The Court will convene a hearing on June 5, at 12:00 p.m., to
consider the confirmation of the Debtors' Plan.

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

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

                         About Freeze LLC

Freeze, LLC dba Sun Freeze, LLC and its affiliates -- Freeze
Holdings, LP, Freeze Group Holding Corp., Freeze Operations
Holding Corp. -- filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case Nos. 11-13304 to 11-13306) on Oct. 14, 2011.  Laura
Davis Jones, Esq. at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware serves as counsel to the Debtors.

Freeze, LLC, scheduled $51.95 million in assets and $0 in
liabilities.  Freeze Group Holdings Corp. scheduled $0 in assets
and $51.94 million in liabilities.


FTI SYSTEMS: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: FTI Systems, Inc.
        P.O. Box 472161
        Charlotte, NC 28247-2161

Bankruptcy Case No.: 12-31032

Chapter 11 Petition Date: May 2, 2012

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: G. Martin Hunter, Esq.
                  301 S. McDowell St., Suite 1014
                  Charlotte, NC 28204
                  Tel: (704) 377-8764
                  Fax: (704) 377-0590
                  E-mail: mhunter@martinhunterlaw.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 two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ncwb12-31032.pdf

The petition was signed by Robert Sebek, president.


GATEWAY CENTER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gateway Center Economic Development Partnership, LTD
        5000-7 Norwood Avenue
        Jacksonville, FL 32208

Bankruptcy Case No.: 12-03038

Chapter 11 Petition Date: May 3, 2012

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

Debtor's Counsel: Nina M. LaFleur, Esq.
                  LAFLEUR LAW FIRM
                  P.O. Box 861128
                  St. Augustine, FL 32086-1128
                  Tel: (904) 797-7995
                  Fax: (904) 797-7996
                  E-mail: nina@lafleurlaw.com

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

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

The petition was signed by Carlton D. Jones, president of Colbyco
Enterprises, Inc.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Gateway Retail Center, LLC         Property            $15,092,320
801 Arthur Godfrey Road, Suite 600
Miami Beach, FL 33140

JEA                                Loan                   $169,117
117 West Duval Street, Suite
Jacksonville, FL 32202

JEA ? Public Utilities             Utility Fees            $25,681
21 West Church Street
Jacksonville, FL 32202

CB Richard Ellis                   Vendor                   $7,560

Ad America                         Vendor                   $4,200

Unifirst Corporation               --                       $3,910

Sam's Club                         Various Charges          $3,664

Teco Peoples Gas                   Utilities                $3,243

Nuvox                              Vendor                   $2,929

ABC Paving, Sealcoating            Vendor                   $2,793
& Stripping

Home Depot Credit Services         Various Charges          $2,551

Advance Disposal                   Vendor                   $2,343

CMS Mechanical Services, LLC       Vendor                   $2,314

AETNA US Healthcare                --                       $1,569

Michael Altes                      --                       $1,459

American Electrical Contract       Vendor                   $1,190

Colbyco Realty, Inc.               --                       $1,090

Arwood, Inc.                       Vendor                     $890

James Bryant                       --                         $850

North Florida Heating & Air        Vendor                     $810


GRD HOLDING: Moody's Assigns 'B2' Rating to $360MM Secured Notes
----------------------------------------------------------------
Moody's Investor Service assigned a B2 to GRD Holding III
Corporation's ("Garden Ridge" - the parent company of Garden Ridge
Corporation) proposed $360 million senior secured notes due 2019.
At the same time, Moody's affirmed the B2 Corporate Family and
Probability of Default Ratings on GRD Holding III Corporation. The
B2 on Garden Ridge's $250 million existing senior secured term
loan due 2017 was also affirmed. Moody's expects to withdraw this
rating once the transaction closes. The rating outlook is stable.

Proceeds from the new senior secured notes will be used primarily
to repay the company's $250 million existing senior secured term
loan due 2017, $85 million 14% mezzanine notes due 2018 (not-
rated), and $10 million currently outstanding on the company's $80
million asset-based revolver expiring 2016 (not-rated). The rating
assigned to the proposed notes is subject to receipt and review of
final documentation.

In Moody's opinion, the proposed transaction will give Garden
Ridge the flexibility to pursue its store expansion plans. The
company currently expects to add approximately 15 to 25 stores in
total over the next two to three years to its existing 51 store
base. The flexibility will come in the form of a modest extension
in the company's debt maturity profile. It will also result in the
elimination of: (1) relatively high coupon mezzanine debt which
has an 11% annual cash pay component and 3% PIK component which
adds to the principal amount of the mezzanine; (2) existing
maintenance-based total leverage covenant; (3) cash flow sweep
requirement mechanism included in the company's existing senior
secured term loan 2017.

The affirmation of Garden Ridge's B2 Corporate Family Rating
reflects Moody's opinion that while the proposed transaction
creates some additional flexibility for the company to pursue its
expansion plans, there will be a slight increase in absolute debt
-- about $30 million -- and leverage will remain high on a pro
forma basis, at about 5.6 times, a level consistent with a mid to
low-B Corporate Family Rating, according to Moody's Global Retail
methodology. The B2 assigned to the proposed $360 million senior
secured notes due 2019 considers that it will make up about 80% of
Garden Ridge's pro forma debt capital structure.

Ratings affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2

$250 million Term Loan B at B2 (LGD 4, 46%)

Rating assigned:

$360 million senior secured Notes due 2019 at B2 (LGD 4, 55%)

RATING RATIONALE

Garden Ridge's B2 Corporate Family Rating reflects its highly
leveraged capital structure following the company's debt financed
acquisition of controlling interest by AEA investors LP from Three
Cities Research. As of January 28, 2012, the company has a Moody's
adjusted Debt/EBITDA level of 5.6 times and adjusted pro forma
interest coverage of 1.7 times. The rating also considers Garden
Ridge's limited scale and small regional footprint with 2011
fiscal year-end revenue of $343 million and 51 stores mainly
located in the Southeast and Midwest.

Positive rating consideration is given to Moody's opinion that
Garden Ridge's revenues have stabilized following a shift to
higher margin products while significantly reducing promotional
activity. While this new approach resulted in a decline in
revenues, the company has seen expanding EBITDA margins and
overall EBITDA. The rating also takes into consideration the
breadth of Garden Ridge's product offering which is a key part of
its strategy to appeal to the home decorating enthusiast.

The stable rating outlook reflects Moody's view that although
Garden Ridge will maintain its high operating margins as it
continues to expand its store base, the company's debt/EBITDA will
remain about 5 times as it continues to use available cash to open
new stores.

Garden Ridge's ratings could be upgraded if the return on its
investment in new stores meets or exceeds the company's
consolidated return profile and the company demonstrates the
ability and willingness to achieve and maintain debt/EBITDA below
4.5 times and interest coverage above 2.25 times.

Ratings could be downgraded if it appears that the rate of return
from new store openings will be materially lower than the
company's consolidated rate of return, debt/EBITDA rises to about
6.0 times for an extended period, and/or interest coverage falls
below 1.5 times.

The principal methodology used in rating GRD Holding III
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.

Garden Ridge Corporation operates 51 stores throughout the South
and Midwest. Revenues for the year ending January 28, 2012 were
$343 million.


GREEN MOUNTAIN: Moody's Says Growth Slowdown a Credit Negative
--------------------------------------------------------------
Moody's Investors Service said that Green Mountain's second
quarter earnings release that disclosed a slowdown in revenue and
eanings growth is a credit negative; however, it does not impact
the company's ratings, including its Ba3 Corporate Family Rating.
The company's lower sales growth and overall operating performance
is within the range Moody's anticipated.

Green Mountain Coffee Roasters, Inc. ("GMCR") based in Waterbury,
Vermont, is a manufacturer of specialty coffee and other hot
beverages, and single serve coffee brewing systems. The company's
operations are managed through two business units. The Specialty
Coffee business unit produces coffee, tea and hot cocoa from its
family of brands, including Tully's Coffee(R), Green Mountain
Coffee(R), Newman's Own(R)Organics coffee, Timothy's World
Coffee(R), Diedrich(R), and Van Houtte(R). The Keurig business
unit manufactures gourmet single-cup brewing systems and GMCR
produces the K-Cup(R)portion packs for Keurig(R)Single-Cup
Brewers. Sales for the last-twelve months ended March 24, 2012
were approximately $3.5 billion.


HAWKER BEECHCRAFT: May Terminate Benefit Pension Plans
------------------------------------------------------
The Chicago Tribune reports Hawker Beechcraft warned last week
that it may have to terminate its defined benefit pension plans as
it goes through Chapter 11 bankruptcy.

According to the report, if so, its existing pension plans would
be taken over by the Pension Benefit Guaranty Corp., a federal
agency that pays benefits, but with caps, when an employer is no
longer able to pay.  If the termination is part of the bankruptcy
settlement, the PBGC would pay benefits to vested plan
participants in much the same way retirees are paid now,
information from Hawker Beechcraft said.

The report relates PBGC spokesman Marc Hopkins said it's too soon
to say what will occur, and that it's up to the court to decide
whether the federal agency needs to step in to deal with
shortfalls in the funding of the pension plans.  The PBGC's
priority is to work with companies to keep their pensions going,
PBGC's director of communications, J. Jioni Palmer, said in a
statement.

The report notes, collectively, Hawker Beechcraft's three pension
plans are 56% funded, with $769 million in assets to cover $1.4
billion in anticipated obligations.  If Hawker Beechcraft ended
the plans, the PBGC assumes the assets and liabilities.  The
agency also would pay $533 million of the plans' $611 million
shortfall.

The report says the pension plans are still under the
administration of Hawker Beechcraft.  "Everyone who is getting a
check will continue to get a check," the report quotes Mr. Hopkins
as saying.  "Even in the event the PGBC will have to step in, the
checks will continue uninterrupted."

According to the report, on April 27, the company sent a memo to
retirees regarding pension benefits, telling employees that their
plan will continue to be funded as required by law and that the
benefit is guaranteed by the PBGC.

The report notes, if the application is granted, the PBGC will
take over the plan as the trustee and pay the plan benefits.  Most
participants and beneficiaries receive all the benefits they would
have gotten if the company had retained the plan, according to the
information given pension holders.  But some people may lose
certain benefits that are not guaranteed.

According to the report, 401(k) benefits will also continue, but
with some delays.  Bankruptcy restrictions will delay matching
contributions to the fund for about 25 days.

"Once we receive approval (from the court), we intend to make up
any missed matching contributions and make all future matching
contributions in the ordinary course of business," the report
quotes the company as stating.

                    About Hawker Beechcraft

Hawker Beechcraft Inc., a designer and manufacturer of light and
medium-sized jet, turboprop and piston aircraft, filed for Chapter
11 reorganization together with 17 affiliates (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.

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.

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.  Other claims
include pensions underfunded by $493 million.

Hawker'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.

The Pension Benefit Guaranty Corp. is represented by Kelley Drye &
Warren LLP.  An ad hoc committee of senior secured lenders is
represented by Wachtell, Lipton, Rosen & Katz.  An ad hoc
committee of Senior Note holders is represented by Milbank, Tweed,
Hadley & McCloy LLP.  Deutsche Bank National Trust Company, the
indenture trustee for senior fixed rate notes and the senior PIK-
election notes, is represented by Foley & Lardner LLP.


HEARTHSTONE HOMES: Committee Can Hire Gross & Welch as Counsel
--------------------------------------------------------------
The Hon. Thomas L. Saladino of the U.S. Bankruptcy Court for the
District of Nevada authorized the Official Committee of Unsecured
Creditors in the Chapter 11 case of Hearthstone Homes, Inc., to
retain Frederick D. Stehlik, Esq. at Gross & Welch, P.C., L.L.O.,
as its counsel.

                      About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

Nancy J. Gargula, U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes, Inc.  Frederick D.
Stehlik, Gross & Welch, P.C., L.L.O., represents the Committee.

C. Randel Lewis was appointed as Chapter 11 trustee in the case of
Hearthstone Homes, Inc.


HEARTHSTONE HOMES: Trustee Has Initial OK to Hire McGrath North
----------------------------------------------------------------
The Hon. Thomas L. Saladino of the U.S. Bankruptcy Court for the
District of Nebraska conditionally approved the employment of
McGrath North Mullin & Kratz, PC LLO as counsel for Chapter 11
trustee, C. Randel Lewis.

Robert P. Diederich, a shareholder of McGrath North, assures the
Court that McGrath North is "disinterested" and does not hold or
represent an interest adverse to the trustee or the Debtor's
estate.

                     About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

Nancy J. Gargula, the U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes.


HERITAGE INVESTMENT: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Heritage Investment Properties, LLC
        328 Bluemont Drive
        West Mifflin,, PA 15122-2707

Bankruptcy Case No.: 12-22410

Chapter 11 Petition Date: May 4, 2012

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Stanley A. Kirshenbaum, Esq.
                  1602 Law & Finance Building
                  429 Fourth Avenue
                  Pittsburgh, PA 15219
                  Tel: (412) 261-5107
                  Fax: (412) 288-0217
                  E-mail: sak@saklaw.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 10 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/pawb12-22410.pdf

The petition was signed by James G. Celovsky, president.

Affiliates that previously filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
James G. Celovsky and
  Jacqueline M. Celovsky              12-21635            03/30/12


HOSTESS BRANDS: Committee Taps Curtis as Conflicts Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Hostess Brands,
Inc., et al., asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to retain Curtis, Mallet-
Provost, Colt & Mosle LLP as conflicts counsel.

Curtis will render professional services to the Committee for
certain discrete matters, which services may include these matters
where Kramer Levin or other counsel for the Committee may not be
able to act as a result of an actual or potential conflict of
interest:

   i) advise the Committee with respect to its rights, duties and
      powers in the Chapter 11 cases;

  ii) assist and advise the Committee in its consultations with
      the Debtors in connection with the administration of the
      Chapter 11 cases; and

iii) assist the Committee in analyzing the claims of the Debtors'
      creditors and the Debtors' capital structure, and
      negotiating with holders of claims and equity interests.

Steven J. Reisman, a partner of Curtis assures the Court that the
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                        About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers, and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


HOSTESS BRANDS: Supplements Employment Deal with KPMG LLP
---------------------------------------------------------
Hostess Brands Inc., et al., notified the U.S. Bankruptcy Court
for the  Southern District of New York that they entered into an
additional engagement letter with KPMG LLP, pursuant to the terms
and conditions set forth in the order authorizing the Debtors to
employ KPMG LLP as auditors and to provide tax compliance, tax
consulting and tax provision services.

The engagement letter contemplates in detail tax services with
respect to the examinations of the Debtors' tax returns by the
Internal Revenue Service and state and local taxing authorities.

Objections, if any, to the engagement letter were due May 7, 2012.

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

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


INNER CITY: Gets Final Approval to Access Cash Collateral
---------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York, in a final order, authorized Inner
City Media Corporation, et al., to use cash collateral of their
prepetition senior lenders.

The Court ordered that the cash collateral will be used
exclusively to fund working capital, the Debtors' proposed
headquarters relocation, if any, and general corporate purposes of
the Debtors, and the costs, fees, and expenses incurred in
connection with the administration and prosecution of the cases.

The Debtors' right to use cash collateral under the final order
will terminate upon the occurrence of an "event of default."

The agent and the senior lenders have consented to the Debtors'
use of the cash collateral, subject to the terms of the final
order, the approved budget, and the other cash collateral
documents.

As reported in the Troubled Company Reporter on Jan. 20, 2012, the
Court held that subject to availability of sufficient cash
under the approved budget, the Debtors will pay:

     (i) all reasonable fees and out-of-pocket costs and expenses
         of the Agent, including, but not limited to, reasonable
         fees and out-of-pocket costs and expenses of counsel to
         the Agent, incurred after Aug. 19, 2011, up to an
         aggregate amount of $50,000 per month; and

    (ii) all reasonable fees and out-of-pocket costs and expenses
         of the Senior Lenders, including, but not limited to,
         reasonable fees and out-of-pocket costs and expenses of
         counsel to the Senior Lenders, incurred (a) after
         August 19, 2011, through Jan. 31, 2012, up to an
         aggregate amount of $300,000 and (b) from Feb. 1,
         2012 through the date on which the sale of all or
         substantially all of the Debtors' assets is consummated
         up to an aggregate amount of $200,000 per month, all
         promptly upon receipt of invoices for such fees, costs,
         and expenses with copies of the invoices provided to the
         U.S. Trustee and any statutory committee of unsecured
         creditors appointed in the Cases.  If the Agent Fees and
         Expenses are less than $50,000 in any monthly period,
         the unused amount may be carried over to future Agent
         Fees and Expenses periods.

In the event the Court determines by final, non-appealable order
that any adequate protection payment was improper as a result of
application of Section 506(b) of the Bankruptcy Code, the payments
will be subject to total or partial application to principal, as
the Court may determine.

                   About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INNER CITY: Gets Final Approval to Incur DIP Financing
------------------------------------------------------
The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York, in a final order, authorized Inner
City Media Corporation, et al., to, borrow funds up to
$2.4 million pursuant to a senior secured superpriority priming
debtor-in-possession non-amortizing multi-draw term loan facility
with Cortland Capital Market Services LLC, acting as
administrative agent for Yucaipa Corporate Initiatives Fund II,
L.P., Yucaipa Corporate Initiatives (Parallel) Fund II, L.P., and
Fortress Credit Corp.

The Debtors would use the postpetition financing, both to satisfy
the Debtors' ongoing working capital needs and to pay the costs of
administering the cases.  The use of cash collateral alone would
be insufficient to meet the Debtors' present liquidity needs.  The
Debtors are unable to obtain the requisite funds on terms more
favorable than those offered by the DIP lenders.

A full-text copy of the order, as well as terms of the DIP loan,
is available for free at:

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

                   About Inner City Media Corp.

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


INSIGNIA VESSEL: Moody's Cuts Rating on 1st Lien Bank Loan to B2
----------------------------------------------------------------
Moody's Investors Service downgraded Insignia Vessel Acquisition,
LLC's first lien bank facility two-notches to B2 from Ba3. The
company's B3 Corporate Family and Probability of Default ratings,
and its Caa1 second lien rating were affirmed. The rating outlook
is negative.

Insignia, Regatta Acquisition, LLC and Nautica Acquisition, LLC
are the joint and several borrowers under the first and second
lien bank facilities. Each entity owns one cruise ship that secure
the bank facilities. These three entities and two other ship
owning entities are wholly owned subsidiaries of Oceania Cruises,
Inc. Moody's ratings are based upon the consolidated operating
results of Oceania and its five ship fleet.

Pursuant to Moody's Loss Given Default Methodology, the downgrade
of Insignia's first lien debt reflects the material increase in
first lien debt borrowed by another subsidiary of Oceania relative
to junior debt within its corporate structure that materially
reduced the loss absorption to all first lien debt. In late April
of this year, one of Oceania's subsidiaries drew upon its
committed first lien ship loan -- about $539 million -- to finance
delivery of the Riviera, a new 1,250 berth ship.

Ratings affirmed and assessments updated where applicable:

Corporate Family Rating at B3

Probability of Default Rating at B3

Senior secured second lien term loan due 2014 at Caa1 (LGD 5, 79%
from LGD 4, 59%)

Ratings downgraded:

Senior secured first lien revolver expiring 2015 to B2 (LGD 3,
35%) from Ba3 (LGD 2, 22%)

Senior secured first lien term loans due 2013 and 2015 to B2 (DG
3, 35%) from Ba3 (LGD 2, 22%)

Ratings Rationale

Insignia's B3 Corporate Family Rating reflects the Company's small
scale, high leverage, the cruise industry's heavy reliance on
leisure travelers, the specialized nature of the ship asset class,
and the need for large non-cancelable commitments of capital for
new ships several years in advance of delivery. Positive rating
consideration is given to Company's profitable market niche and
the favorable long-term demand trends for the cruise industry in
general.

Insignia's negative rating reflects the need for the Company to
absorb new capacity and increase cruise pricing or occupancy to
improve its credit metrics, a key assumption supporting the B3
Corporate Family Rating. The negative outlook also reflects
Moody's concern that Insignia is likely to lose access to its
revolving credit facility for a period of time over the next year
due to non-compliance with its net first lien leverage covenant.
Although, Oceania's current cash balance plus cash flow is
expected to be sufficient to cover interest, maintenance capital
spending, and mandatory debt amortization, absence of external
liquidity for a company of Oceania's small scale increases its
risk profile. The first lien leverage covenant is only tested at
the end of each quarter and only if there are revolver loans or
letters of credit outstanding at the end of each quarter. At
December 31, 2012 there were no revolver loans or letters of
credit outstanding.

Ratings could be downgraded if Oceania is unable to maintain an
adequate liquidity profile or if it is not able to improve its
debt-to-EBITDA -- adjusted to include the accreted value of the
PIK sub debt and Moody's pro forma earnings contribution estimate
for the company's recent ship delivery -- to around 10.5 times, or
7.5 times excluding the PIK subordinated debt, by the end of 2013.

The principal methodology used in rating Insignia Vessel
Acquisition, LLC was the Global Lodging & Cruise Industry Rating
Methodology published in December 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Insignia Vessel Acquisition, LLC is one of five operating
subsidiaries constituting Oceania Cruises, Inc. (Oceania or the
company) a small four-ship passenger cruise company. Oceania
targets the upper premium segment of the cruise industry with
destination-oriented cruises that maximize on-shore activities.
Oceania was formed in 2002 and began operating in 2003. Affiliates
of Apollo Management L.P. (the Sponsors) own a large ownership
interest in Oceania's ultimate parent, Prestige Cruise Holdings,
Inc. (PCH). PCH also owns and operates Seven Seas Cruises S. DE
R.L. (formerly known as Classic Cruise Holdings S. DE R.L.) d/b/a
Regent Seven Seas Cruises (rated B2). As a private company,
Oceania is not required to release detailed financial information
to the public.


ISTAR FINANCIAL: Offering $250 Million Senior Unsecured Notes
-------------------------------------------------------------
iStar Financial Inc. has commenced an offering of $250 million
aggregate principal amount of its senior unsecured notes due 2017
in a private offering to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act of 1933, as amended,
and to non-U.S. persons outside the United States pursuant to
Regulation S under the Securities Act, subject to market
conditions.  The notes have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration.

In its preliminary offering memorandum, dated May 3, 2012,
relating to the Offering, the Company included these recent
development:

       On April 30, 2012, the Company completed the sale of a
       portfolio of 12 net lease assets for $130.6 million in net
       proceeds and estimates it will record a gain of
       approximately $24 million resulting from the transaction.
       Certain of the properties were subject to a $50.8 million
       secured term loan that was repaid in full at closing with a
       portion of the net sales proceeds, providing the Company
       with $79.8 million of proceeds after debt repayment.

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company's balance sheet at March 31, 2012, showed
$7.58 billion in total assets, $6.08 billion in total liabilities,
and $1.50 billion in total equity.

                           *     *     *

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating to 'B-' from 'C'.
The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


ISTAR FINANCIAL: Fitch Rates $275 Million Senior Notes 'B-/RR4'
---------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR4' rating to the $275 million
aggregate principal amount 9.00% coupon senior notes due 2017
issued by iStar Financial Inc. (NYSE: SFI).

The notes were priced at 98.012% of par. Net proceeds from the
offering will be used to repay unsecured indebtedness maturing in
2012.

Fitch currently rates iStar Financial Inc. (iStar) as follows:

  -- Issuer Default Rating (IDR) 'B-';
  -- Senior secured A-1 tranche due June 2013 'BB-/RR1';
  -- Senior secured A-2 tranche due June 2014 'B+/RR2';
  -- Senior secured A-1 tranche due March 2016 'BB-/RR1';
  -- Senior secured A-2 tranche due March 2017 'B+/RR2'.
  -- Unsecured revolving credit facilities 'B-/RR4';
  -- Senior unsecured notes 'B-/RR4';
  -- Con vertible senior floating-rate notes 'B-/RR4';
  -- Preferred stock 'CC/RR6'.

The Rating Outlook is Stable.

The ratings are based on a manageable debt maturity profile of the
company, pro forma for the senior notes offering and a recently-
consummated secured financing, each of which extends certain of
the company's debt maturities, relieving the overhang of
significant unsecured debt maturities in 2012 and 2013.  While
these debt financings do not reduce the amount of total debt
outstanding, the company's debt maturity profile is more
manageable over the next two years, with only 35% of debt maturing
pro forma, down from 61% as of Dec. 31, 2011.  Given the mild
improvement in commercial real estate fundamentals and value
stabilization, the company's loan and real estate owned portfolio
performance will likely improve going forward, which should
increase the company's ability to repay upcoming indebtedness.

The quality of the company's loan portfolio has remained roughly
the same over the last year, with non-performing loans
representing approximately 38% of the company's gross loan
portfolio balance as of Dec. 31, 2011, which is unchanged from
Dec. 31, 2010.  However, illustrative of the company's lending
activity focus on higher-risk, weaker performing collateral, 55%
of the company's gross non-performing loans are condominium and
land loans.

Further, 71% of the company's real estate owned and real estate
held for investment, which represent loans on which the company
has foreclosed, consist of condominium and land collateral.  The
monetization cycle for condominium unit sales can be short.
However, land collateral in particular has a longer monetization
cycle than most assets, which will likely result in a protracted
process for iStar to realize cash to repay debt.

Despite an improved debt maturity profile, the company's leverage
measured on a GAAP earnings basis (defined as net debt divided by
annual recurring operating EBITDA before non-cash impairments and
provisions and including Fitch's estimate of recurring cash
distributions from unconsolidated entities) of 21.1 times (x) is
the highest leverage level the company has had throughout the
financial downturn, and is up from 18.1x as of Dec. 31, 2010.
Reported EBITDA understates the company's cash generation power,
given that the accounting for non-performing loans and real estate
owned allows the company to recognize income only when certain
thresholds are met.  Fitch expects that reported earnings will
improve going forward as certain of these thresholds are achieved
related to unit sales at iStar's owned condominium properties.

Fixed charge coverage (defined as recurring operating EBITDA
including Fitch's estimate of recurring cash distributions from
unconsolidated entities before non-cash impairments, provisions
and gains divided by the sum of interest expense and preferred
stock dividends) was only 0.7x for the year ended Dec. 31, 2011,
compared with 1.0x and 1.2x for the years ended Dec. 31, 2010 and
2009, respectively.  Fitch expects this ratio to strengthen as the
company reduces debt and begins to recognize GAAP earnings from
sales of residential properties as noted above.

The company is moderately constrained by an unsecured bond fixed
charge incurrence covenant, which limits the company's ability to
incur any additional debt above existing levels.  This constraint
is not currently hindering the company given that the company's
strategy is to manage its existing portfolio, as opposed to grow
the company at this stage in the cycle.

The company's corporate unsecured obligations will need to be
serviced by the company's unencumbered pool, income from assets
serving as collateral for the 2011 and 2012 secured financings and
external sources of liquidity, given that both the 2011 and 2012
secured financings require that collateral repayments, sales
proceeds and other monetizations be used to repay only debt
encumbering collateral pools for each financing.

Pro forma for the 2012 secured financing, a large majority of the
company's unencumbered loans are non-performing, and the liquidity
of these assets is uncertain.  While a portion of the company's
unencumbered assets is likely liquid and could be sold to meet
corporate obligations, the borrowing bases for the 2011 and 2012
secured financings are of higher quality.

Although concepts of Fitch's Recovery Rating methodology are
considered for all companies, explicit Recovery Ratings are
assigned only to those companies with an IDR of 'B+' or below.  At
the lower IDR levels, there is greater probability of default so
the impact of potential recovery prospects on issue-specific
ratings becomes more meaningful and is more explicitly reflected
in the ratings dispersion relative to the IDR.

The 2011 and 2012 A-1 tranche ratings of 'BB-/RR1', or a three-
notch positive differential from iStar's 'B-' IDR are based on
Fitch's estimate of outstanding recovery in the 91%-100% range.
Together with the 2011 and 2012 A-2 tranches, these obligations
represent first lien security claims on specific collateral pools
comprised primarily of performing loans and credit tenant lease
assets, and have amortization payment priority relative to the A-2
tranches.

The 2011 and 2012 A-2 tranche ratings of 'B+/RR2', or a two-notch
positive differential from iStar's 'B-' IDR are based on Fitch's
estimate of superior recovery.  Together with the A-1 tranches,
these obligations represent first lien security claims on specific
collateral pools comprised primarily of performing loans and
credit tenant lease assets, but would receive principal
amortization or repayment only upon the full repayment of their
respective A-1 tranches.

The unsecured revolving credit facility, senior unsecured notes
and convertible senior floating rate notes ratings of 'B-/RR4' are
in line with iStar's 'B-' IDR, based on Fitch's estimate of
average recovery based on iStar's current capital structure.
Although the application of Fitch's recovery criteria indicates a
stronger 'RR3' recovery, Fitch also considered that, similar to
the recent 2012 secured financing, the company may further
encumber a portion of its unencumbered pool to repay unsecured
indebtedness.

This action benefits the IDR at the detriment of recoveries, and
Fitch has incorporated the presence of the unencumbered pool in
the 'B-' IDR.  This adverse selection also results in less liquid
and less traditional commercial real estate collateral remaining
in the unencumbered pool to support bondholder recoveries,
resulting in Fitch rating recoveries of the unsecured bonds at
'RR4'.

The preferred stock rating of 'CC/RR6' or a two-notch negative
differential from iStar's 'B-' IDR is based on Fitch's estimate of
poor recovery based on iStar's current capital structure.

The Stable Outlook is based on iStar's stronger liquidity profile
given manageable pro forma debt maturities until the end of 2013.
In addition, the stabilization in commercial real estate
fundamentals and value should enable the company to monetize its
unencumbered asset pool to repay unsecured indebtedness.

The following may have a positive impact on the ratings and/or
Outlook:

  -- Monetization of the company's unencumbered real estate
     investment portfolio via asset sales to repay unsecured debt;

  -- Reduction of other real estate owned and real estate held for
     investment as a percentage of the company's investments;

  -- The ability to incur additional debt under the company's debt
     incurrence fixed charge covenant;

  -- Improvement in the quality of the unencumbered pool, measured
     by the sum of non-performing loans, other real estate owned
     and real estate held for investment comprising less than 25%
     of the unencumbered pool;

  -- Demonstrated access to the common equity or unsecured bond
     market.

The following may have a negative impact on the ratings and/or
Outlook:

  -- Deterioration in the quality of iStar's loan portfolio,
     including an increase in non-performing loans and additional
     provisions for loan losses;

  -- An increase in other real estate owned and real estate held
     for investment as a percentage of the company's investments.


JAMES RIVER: Incurs $15.6 Million Net Loss in First Quarter
-----------------------------------------------------------
James River Company filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $15.65 million on $301.98 million of total revenue for the
three months ended March 31, 2012, compared with a net loss of
$7.60 million on $164.58 million of total revenue for the same
period during the prior year.

The Company reported a net loss of $39.08 million in 2011,
compared with net income of $78.16 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.36
billion in total assets, $984.91 million in total liabilities and
$383.57 million in total shareholders' equity.

Peter T. Socha, Chairman and Chief Executive Officer commented,
"We are very pleased with the way that our entire organization has
responded to an extremely weak coal market.  Our operations team
has made a number of changes to our mine portfolio to both control
our cash costs and preserve capital.  Our sales and trading teams
have spent a great deal of time understanding the needs of our
customer base and selectively adding new contract opportunities.
We want to thank both our customers and our employees for their
assistance in helping us during these challenging times in the
world coal markets."

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

                        http://is.gd/IwkX4y

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                           *     *     *

In March 2012, Standard & Poor's Ratings Services lowered its
corporate credit rating on James River to 'B-' from 'B'.  "The
downgrade and ongoing CreditWatch listing reflect our view that
James River Coal's 2012 operating performance will be lower than
we previously expected," said Standard & Poor's credit analyst
Megan Johnston.  "We believe that demand for thermal coal will
continue to be negatively affected by natural gas substitution and
recent warmer weather trends.  Absent increasing natural gas
prices or a warmer-than-normal summer, thermal coal prices may
continue to decline to lower levels than we previously
anticipated."

In April 2012, Moody's Investors Service affirmed the company's B3
corporate family rating (CFR) and SGL-3 speculative grade
liquidity rating, indicating an adequate liquidity position.  The
B3 CFR is principally constrained by a high cost position, high
leverage, meaningful decrease in thermal coal prices, and
likelihood of margin compression in thermal coal business as
existing contracts roll off over the next year. The ratings also
consider relatively high thermal coal inventories and generally
stagnant coal demand at the power utilities.


KARAM INC: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Karam Inc.
        1210 N. 12th Street
        Murray, KY 42071-3588

Bankruptcy Case No.: 12-50405

Chapter 11 Petition Date: May 2, 2012

Court: United States Bankruptcy Court
       Western District of Kentucky (Paducah)

Debtor's Counsel: Patricia Kovacs, Esq.
                  500 Madison Avenue, Suite 525
                  Toledo, OH 43604
                  Tel: (419) 241-4050
                  E-mail: patricia.kovacs@bex.net

Estimated Assets: $0 to $50,000

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/kywb12-50405.pdf

The petition was signed by Sewa S. Bhinder, president.


LAKELAND DEVELOPMENT: Case Summary & Creditors List
---------------------------------------------------
Debtor: Lakeland Development Company
        12345 Lakeland Road
        Santa Fe Springs, CA 90670

Bankruptcy Case No.: 12-25842

Chapter 11 Petition Date: May 4, 2012

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

Judge: Richard M. Neiter

About the Debtor: 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.

                  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, ed to the issuance of an injunction
                  requiring the remediation of the contaminants
                  on/in the property in accordance with the Water
                  Board's Order.

                  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.

Debtor's Counsel: Lawrence M. Jacobson, Esq.
                  9401 Wilshire Boulevard, Suite 525
                  Beverly Hills, CA 90212
                  Tel: (310) 550-7222
                  Fax: (310) 550-6222
                  E-mail: lmj@gfjlawfirm.com

                         - and -

                  Richard T. Baum, Esq.
                  LAW OFFICES OF RICHARD T. BAUM
                  11500 W. Olympic Boulevard, Suite 400
                  Los Angeles, CA 90064
                  Tel: (310) 277-2040
                  Fax: (310) 286-9525
                  E-mail: rickbaum@hotmail.com

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

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

The petition was signed by Michael Egner, chief financial officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City of SFS-Legal(Planning)        Legal/Interest         $311,184
11710 E. Telegraph Road            Expense
Santa Fe Springs CA 90670

Loeb &Loeb, LLP                    Legal Services          $82,898
10100 Santa Monica Boulevard, Suite 2200
Los Angeles CA 90067-4164

Brownstein Hyatt FarberSchreck     Legal Services          $78,436
410 Seventeenth Street
Denver, CO 80202-4432

White O'Connor Fink & Brenner      Legal Services          $65,688

Morse & Associates, Inc.           Professional Service    $58,300

American Express                   Travel                  $33,875

Aetna Health California            Medical Bills           $27,516

Ken Spiker Jr./OC Office           Professional Service    $27,500

MGM                                Equipment Rental        $25,640

City of SFS ? Planning & Devt.     Legal Services          $24,372

Dept. of Industrial Relations      Payroll Severance       $23,669

City of SFS ? Fier Department      License/Permit          $22,888

Coastal Industrial Services        Contracted Service      $21,249

Shield Security Inc.               Contracted Service      $16,476

Iron Montain                       File Storage            $16,323

Reuters America LLC                Software                $15,056

Blank Rom LLP                      --                      $14,963

Conn, Robert                       --                      $14,942

PDQ Rental Center                  Equipment Rental        $14,052

Goldsmith Construction             Contracted Service      $11,864


LEVELLAND/HOCKLEY: Ethanol Plant Auctioned for $9.21-Mil.
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Levelland/Hockley County Ethanol LLC attracted a high
bid of $9.21 million at auction from Palmer Energy Inc.

Levelland/Hockley County Ethanol LLC is a Texas limited liability
company that owns and operates a 40 million gallon per annum
Ethanol production plant located in Levelland, Hockley county,
Texas.  The LLC has over 100 members many of whom are local
farmers, business people and civic leaders.  A recent appraisal
Of its facility values its assets, with the Plant under full
operation, at over $51.5 million.

Levelland Ethanol filed for Chapter 11 bankruptcy (Bankr. N.D.
Tex. Case No. 11-50162) on April 27, 2011.  I. Richard Levy, Esq.,
Christopher M. McNeill, Esq., and Susan Frierott, Esq., at Block &
Garden, LLP, in Dallas, represent the Debtor as counsel.  The
Debtor disclosed total assets of $60,451,124 and total liabilities
of $47,557,432 in its schedules.

On May 9, 2011, William T. Neary, the U.S. Trustee for Region 6,
appointed an Official Committee of Unsecured Creditors in the
Debtor's cases.  Stephen M. Pezanosky, Esq., and Mark Elmore,
Esq., at Haynes and Boone, LLP, in Fort Worth, Texas, represent
the Committee.


LIBERTY HARBOR: Taps Scarpone as Special Litigation Counsel
-----------------------------------------------------------
Liberty Harbor Holding, LLC, asks for permission from the U.S.
Bankruptcy Court for the District of New Jersey to employ Scarpone
& Vargo, LLC, as special litigation counsel.

The Debtor has been and continues to be embroiled in litigation
that has been pending since 1999 and James Scarpone has
represented the Debtor since the inception of the litigation and
is most familiar with the matter at issue.  Compensation will be
paid by the Debtor's principals and counsel will not seek any
compensation from the Debtor's estate.

James A. Scarpone, Esq., a member of Scarpone & Vargo, attests to
the Court that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D. N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Liberty, as
of April 16, 2012, had total assets of $350.08 million, comprising
of $350 million of land, $75,000 in accounts receivable and $458
cash.  The Debtor says that it has $3.62 million of debt,
consisting of accounts payable of $73,500 and unsecured non-
priority claims of $3,540,000.  The Debtor's real property
consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70,
69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).

Judge Novalyn L. Winfield presides over the case.  The petition
was signed by Peter Mocco, managing member.


LITHIUM TECHNOLOGY: Cicco Has Until July 31 to Fund Notes
---------------------------------------------------------
Lithium Technology Corporation entered into a Third Amendment to
the Securities Purchase Agreement with Cicco Holding AG dated
March 30, 2011.  The Third Amendment extends the period during
which Cicco may fund the Commitment Amount under the Notes by
three months, until July 31, 2012.  A copy of the Amendment is
available for free at http://is.gd/COsgMp

                     About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company reported a net loss of $12.26 million on $6.06 million
of total revenue for the nine months ended Sept. 30, 2011.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                          Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


LONESTAR FOXHALL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lonestar Foxhall LLC
        430 Chickasaw Land Way
        Collierville, TN 38017

Bankruptcy Case No.: 12-24677

Chapter 11 Petition Date: May 4, 2012

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

Judge: Jennie D. Latta

Debtor's Counsel: John L. Ryder, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  One Commerce Square
                  Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  E-mail: jryder@harrisshelton.com

Estimated Assets: $0 to $50,000

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

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/tnwb12-24677.pdf

The petition was signed by Suleman Sohani, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Foxhall International                  12-24664   05/04/12


LUMBER PRODUCTS: To Lay Off 65 Workers Including Two Executives
---------------------------------------------------------------
Portland Tribune reports Lumber Products Inc. would gradually lay
off 65 employees, including two top executives, beginning in late
June.

According to the report, in an effort to reorganize and rebuild
its financial base, the wholesale wood distributor plans to
eliminate 15 positions in sales and purchasing, 10 positions in
the door shop, seven drivers and seven warehouse employees, among
others.  A vice president of sales and marketing and a chief
financial officer are among the positions slated for elimination.
Portland-based Teamsters Local union 206 and Teamsters Local union
162 represent some of the affected workers.

"Lumber Products does not anticipate an increase in its operations
(and workforce) in the near future, and thus, expects the upcoming
layoffs to be permanent," the report quotes Chapter 11 Trustee
Edward Hostman as stating in a letter to the Department of
Community Colleges and Workforce Development in Salem, Oregon.

The report relates the letter was sent to Laura Roberts, the
agency's education and workforce coordinator, in compliance with
the 1988 Worker Adjustment and Retraining Notification Act that
requires employers to provide notice to governmental officials of
a pending "mass layoff."

                       About Lumber Products

Lumber Products -- http://www.lumberproducts.com/-- is a
wholesale distributor of some of the finest hardwood lumber,
hardwood plywood, and door and millwork products to the Northwest,
Intermountain, and Southwest states since 1938.  It has
headquarters in Tualatin, Oregon, and operations in Oregon,
Washington, Idaho, Montana, Utah, Arizona, and New Mexico.  Lumber
Products is the sole owner of Lumber Products Holding and
Management Company.  Holdco is the sole owner of: Lumber Products
Holding and Management Company; Sunrise Wood Products, Inc.;
Lumber Products Washington, Inc.; Components & Millwork, Inc.;
Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and
Brady International Hardwoods Company.

Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore.
Case No. 12-32729) on April 11, 2012, listing under $50 million in
assets and debts.  Judge Elizabeth L. Perris presides over the
case.  The petition was signed by Craig Hall, president and chief
operating officer.

The Debtor owes Wells Fargo in excess of $22.8 million.  Wells
Fargo is represented by Lane Powell PC.


MARIANA RETIREMENT FUND: Seeks to Pay Some Benefits
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Northern Mariana Islands Retirement Fund renewed a
request for the bankruptcy court to authorize paying some benefits
to retirees after June 15.  The fund's primary bankruptcy lawyers
from Boston filed papers laying out their fee arrangements.

The report recounts that when the fund filed for Chapter 11
reorganization on April 17, the court was requested to allow
payment of 42% of normal benefits. The fund said that benefits at
that level would allow payment to continue indefinitely.  The
bankruptcy judge declined to approve the payments, because the
fund had set money aside before bankruptcy to pay benefits for two
months. The pre-funded benefits will run out on June 15.

The report relates that in new papers filed May 4, the fund wants
permission to pay an unspecified level of benefits after June 15.
When a creditors' committee is formed, the fund says it will
endeavor to find agreement on a level of benefits to pay until
approval of a reorganization plan.  The question of paying
benefits during bankruptcy can be discussed at a June 1 hearing.
The hearing will also deal with a motion by anonymous retirees to
dismiss the bankruptcy.

Mr. Rochelle notes that retirees' benefits are unsecured claims
that ordinarily wouldn't be paid during bankruptcy. The fund is
relying on what's known as the doctrine of necessity to justify
payments during bankruptcy.

                     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.


MARIANA RETIREMENT FUND: Balks at Halting Worker Contributions
--------------------------------------------------------------
Clarissa V. David at Saipan Tribune reports that the Northern
Mariana Island Retirement Fund is opposed to a House bill that
seeks to suspend employee contribution, saying the proposed
legislation would "interfere" with the agency's efforts to collect
contributions and could potentially drive the Fund to liquidation.

According to the report, fund administrator Richard S. Villagomez
said that House Bill 17-296 will "further degrade the Fund's
ability to emerge from the Chapter 11 proceeding with its payment
obligations aligned with its funding level."

"If the funding level is further impaired by actions such as those
proposed to be inflicted under H.B. 17-296, the ultimate level of
payments to beneficiaries will have to be adjusted commensurately
downwards or, worse yet, the Fund will reach the point where there
is no option but liquidation," the report quotes Mr. Villagomez as
stating.

According to the report, Mr. Villagomez emphasized that
liquidation "is not in the best interests of the CNMI or
beneficiaries" as benefit payments will stop and those waiting to
retire will not have a retirement system -- an outcome that would
be devastating not just to current and future retirees but the
entire CNMI."

The report relates the administrator also said both H.B. 17-296
and H.B. 17-226, which would allow for the withdrawal of up to 50%
of members' contributions to the defined benefit plan and now
awaits the governor's action, are violations of the automatic
stay.

                    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.


MARIANA RETIREMENT FUND: Trustee Wants Chapter 11 Case Dismissed
----------------------------------------------------------------
Alexie Villegas Zotomayor at Marianas Variety reports that the
U.S. Trustee in Hawaii said the Northern Mariana Islands
Retirement Fund is not eligible to file for Chapter 11 bankruptcy
protection because it is a governmental unit.

The report relates Assistant U.S. Trustee Curtis Ching said the
Retirement Fund is an instrumentality of the Commonwealth of the
Northern Mariana Islands and therefore it cannot be a "person"
eligible to file for Chapter 11 protection pursuant to Section 109
(d).  "Since the debtor is not a 'person,' it is not eligible to
be a chapter 11 debtor pursuant to Section 109(d).  Therefore,
regardless of the debtor's financial difficulties, this case must
be dismissed," the report quotes the Trustee as stating.

The report relates the Trustee cited 1 CMC Section 8423 to show
the relationship of the debtor to the CNMI government: "The
Northern Mariana Islands Retirement Fund shall serve in a
fiduciary capacity with respect to employer and employee
contributions and shall serve as a fiscal and administrative
agent of the government."  He also said that debtor has close
relationship to the CNMI government with debtor actively carrying
out a government function to fulfill the CNMI government's
constitutional obligation to provide retirement benefits to
employees, the report adds.

                    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.


MARKETING WORLDWIDE: Hillair Capital Discloses 9.4% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hillair Capital Investments LP disclosed that, as of
April 17, 2012, it beneficially owns 16,363,636 shares of common
stock of Marketing Worldwide Corp. representing 9.46% of the
shares outstanding.  A copy of the filing is available at no
charge at http://is.gd/cBE9kZ

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

The Company's balance sheet at Dec. 31, 2011, showed $1.50 million
in total assets, $7.90 million in total liabilities, $3.50 million
in Series A convertible preferred stock, and a $9.90 million total
stockholders' deficiency.

The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.

For the year ended Dec. 31, 2011, RBSM LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern following the Company's 2011 financing results.  The
independent auditors noted that the Company has generated negative
cash flows from operating activities, experienced recurring net
operating losses, is in default of loan certain covenants, and is
dependent on securing additional equity and debt financing to
support its business efforts.


MAUI LAND: Swings to $244,000 Net Loss in First Quarter
-------------------------------------------------------
Maui Land & Pineapple Company, Inc., reported a net loss of
$244,000 on $5.31 million of total operating revenues for the
three months ended March 31, 2012, compared with net income of
$12.42 million on $3.84 million of total operating revenues for
the same period during the prior year.

"Our first quarter results reflect our continuing efforts to
streamline our operations and reduce our ongoing cash burn.  Our
team remains focused on building shareholder value by resolving
our legacy issues and developing and managing our Maui lands,"
said Tim Esaki, Chief Financial Officer.

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

                        http://is.gd/VWNiRG

                   About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

The Company's balance sheet at Dec. 31, 2011, showed
$64.07 million in total assets, $90.32 million in total
liabilities, and a $26.25 million stockholders' deficiency.

Following the financial results for the year ended Dec. 31, 2011,
the Company's independent auditors expressed substantial doubt
about the Company's ability to continue as a going concern.
Deloitte & Touche LLP, in Honolulu, Hawaii, noted that the
Company's recurring negative cash flows from operations and
deficiency in stockholders' equity raise substantial doubt
about the Company's ability to continue as a going concern.


MF GLOBAL: $232-Mil. in Claims Change Hands in March
----------------------------------------------------
Roughly 111 claims totaling $232,156,299 against MF Global Inc.
changed hands in March 2012:

(a) Fulcrum Credit Partners LLC

    Transferee                                   Claim Amount
    ----------                                   ------------
    Jeffrey M. Dean, Jr.                              $62,344
    Jeffrey M. Dean                                   949,764
    JFD Corp.                                         197,892
    James I, Black, III                               277,745
    ITB Premium Fund I LTD                         61,258,299
    ITB Premium Fund II LTD                        52,469,217
    ITB Capital Income Fund I                      16,028,759
    Dolly Branscome                                   674,766
    Bear or Bull LLC                                3,243,448
    R & G Investments                                 641,373
    Gerald L. Black                                   174,950
    MLTL Investments                                  131,100
    Catherine Dalton                                  112,835

(b) CRT Special Investments LLC

    Transferee                                   Claim Amount
    ----------                                   ------------
    Ascend Asset Management LP                        102,451
    Robert Doran                                       22,595
    Sasco Partners, LP                              9,174,205
    Joshua Vollertsen                                  23,674
    David Kasouf                                      209,348
    Bryan King                                        179,373
    Harry Shapiro                                      85,508
    Rumbold & Kuhn, Inc.                            2,946,431
    Rumbold & Kuhn, Inc.                            2,881,204
    ASKSCROOGE.COM LTD                                323,315
    ASKSCROOGE.COM LTD                                323,315
    William Taylor                                    250,000
    William Taylor                                     10,178
    Toyota Tsusho America Inc.                        947,028
    Toyota Tsusho America Inc.                        487,399
    Toyota Tsusho America Inc.                              -
    Toyota Tsusho America Inc.                        487,399
    Toyota Tsusho America Inc.                        947,028
    Toyota Tsusho America Inc.                         58,100
    Toyota Tsusho America Inc.                         58,100
    Toyota Tsusho America Inc.                              -

(c) Deutsche Bank Securities Inc.

    Transferee                                   Claim Amount
    ----------                                   ------------
    Royce Corporation                               3,229,141

(d) Bulldog Investors General Partnership

    Transferee                                   Claim Amount
    ----------                                   ------------
    CRT Special Investments                         9,174,205
    CRT Special Investments LLC                     9,174,205

(e) VonWin Capital Management, LP

    Transferee                                   Claim Amount
    ----------                                   ------------
    John Templeton                                    350,000
    Don Lee                                            59,651
    Denys Thorez                                      121,244
    Scott Randazzo                                     19,397
    Dunkin Donuts                                      81,334
    Carm Soldato                                      173,461
    Thomas J McGrath                                   16,353
    Radhakrishna Murthy                                38,170
    Duke Kuo                                           32,091
    Duke Kuo                                           32,091
    Bradley K Clevinger                                15,557
    Yitzhab Stabinsky                                 325,336
    Peoria River Terminal Inc.                        102,908
    Jeffrey Alcheh & Fredda Alcheh                     14,979
    John F. Ripley                                    197,236
    Jun Yoon                                           87,936
    Jerry Friedman                                        175
    Clinton Kass                                            -
    John C. Thompson                                        -
    Steven M. Barta                                         -

(f) Barclays Bank PLC

    Transferee                                   Claim Amount
    ----------                                   ------------
    Bergenie Assets Inc.                           17,449,146
    Bergenie Assets Inc.                           17,449,146
    Bergenie Assets Inc.                           17,449,146

Six claims filed by Chadwick Foundation were also transferred to
Barclays in March.  The amounts of the claims were not disclosed.

(g) Contrarian Funds, LLC

    Transferee                                   Claim Amount
    ----------                                   ------------
    VS Family LLC                                           -
    Vael Global Macro Fund LP                               -
    Paulo Jorge Leal Carmona                                -
    David Koehlinger & William Ayer                         -
    GP1 LLC (E/S MGD)                                       -
    DEARBORN CAPITAL MANAGEMENT LLC                         -
    DEARBORN CAPTIAL MANAGEMENT LLC                         -
    DIADEMA INTERNATIONAL GLOBAL TRADING FUND               -

(h) Longacre Opportunity Fund, L.P.

    Transferee                                   Claim Amount
    ----------                                   ------------
    Alberto Sohun Garcia                               28,939
    Midwest Industrial Metals                             365
    Angus Jackson Partners Fund LLC                    51,876
    Pioneer Capital Management                        221,407
    Jerry Ohren                                         9,495
    Yayla Inc.                                         27,381


(i) ASM Capital IV, L.P.

    Transferee                                   Claim Amount
    ----------                                   ------------
    KAD LP Class B                                    464,171
    Nelson Family Bypass Trust                         10,162
    Guo Xin Lin & Kai Rong Kuang                       10,452

Thirteen claims filed by Fulcrum Credit Partners LLC were
transferred to Garrison Court Advisors, L.L.C., in March.  The
amounts of these claims were not disclosed.

Thirteen claims filed by Fulcrum Credit Partners LLC were also
transferred to SPV Capital Funding 2, L.L.C., in March.  The
amounts of the claims were also not disclosed.

Vertigo Trading Corp. transferred one claim, with undisclosed
amount, to Jefferies Leveraged Credit Products, LLC, in March.

Millenium TST Co - Daniel McClure also transferred one claim,
with undisclosed amount, to Tannor Partners Credit Fund, LP, in
March.

An April 5, 2012 report prepared by Second Market showed that
the aggregate dollar amount of transfers topped $6.2 billion in
March, an increase from February, due in part to the heavy demand
of MF Global claims.  According to the same report, MF Global is
second to Lehman Brothers Holdings Inc. in terms of dollar amount
of claims traded in March.  MF Global came third, after Lehman
Brothers and AMR Corporation, in terms of number of claims traded
in March.

                          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: Deadline to Remove Actions Extended to Aug. 30
---------------------------------------------------------
Judge Martin Glenn extended to August 30, 2012, the deadline of
Louis J. Freeh, the Chapter 11 trustee for MF Global Holdings,
Ltd. and its debtor affiliates, to file notices of removal of
claims and causes of action relating to the Debtors' Chapter 11
cases.

Before the Petition Date, the Debtors were parties to several
civil actions and proceedings in various state and federal
courts.  Pursuant to Rule 9027 of the Federal Rules of Bankruptcy
Procedure, April 30, 2012 was the Chapter 11 Trustee's deadline
to remove those civil actions to the Court.

In his extension request, the Chapter 11 Trustee said he has
focused his efforts on the administration of the various Debtors'
estates, including establishing case management procedures;
filing the multiple Debtors' petitions for protection under
Chapter 11; filing a notice of proof on behalf of the
Debtors in the UK administered proceeding; working with the
trustee in the parallel proceeding pending in the Court under the
Securities Investor Protection Act, which concerns MF Global
Inc., an affiliate of the Debtors, to establish protocols for
data sharing and communications between the estates; working with
the administrator of the parallel insolvency proceedings pending
in the United Kingdom, which concern affiliates of the Debtors,
to establish protocols for communication as well as addressing
other time sensitive and complex issues that have arisen in this
case; all while working to digest the complexities of the
unwinding of a massive, multi-national corporation.

"These crucial activities have left the Trustee with little time
to analyze the merits of the Civil Actions or the desirability of
removing them to the appropriate bankruptcy court," asserted
Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York.
Thus, the Chapter 11 Trustee is continuing to review the Debtors'
files and records and analyze relevant court documents to
determine whether he should remove any of the Civil Actions, he
pointed out.  Extending the Chapter 11 Trustee's period to file
notices of removal will provide the Chapter 11 Trustee with
adequate time to conduct this review and to evaluate the pending
litigation matters within the larger context of these chapter 11
cases, he insisted.

Judge Glenn ruled that entry of the order will be without
prejudice to the Chapter 11 Trustee's right to request further
extensions of time to file notices of removal of the Civil
Actions, and thereby remove those Civil Actions to the Court.
Similarly, the order will be without prejudice to any position
the Chapter 11 Trustee may take regarding whether Section 362 of
the Bankruptcy Code applies to any Civil Action, the bankruptcy
judge held.

                          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 Until July 30 to Decide on Leases
---------------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, James W.
Giddens, the trustee overseeing the liquidation of MF Global Inc.
under the Securities Investor Protection Act, asks Judge Martin
Glenn to further extend the time within which he may assume or
reject executory contracts and unexpired leases on behalf of the
MFGI estate, through and including July 30, 2012.

Since the Petition Date, the SIPA Trustee has rejected 392
executory contracts upon notice to the counterparties,
eliminating several million dollars of potential administrative
expense claims, James B. Kobak, Jr., Esq., at Hughes Hubbard &
Reed LLP, in New York, tells the Court.  Prior to effectuating
those rejections, the SIPA Trustee has discussed those contracts
with MF Global Holdings, Ltd. and other affiliates to ascertain
whether potential assumption and assignment of those contracts
would assist those entities' business operations, he says.

Given the enormity and complexity of the matters involved, it is
in the best interest of the MFGI estate, its customers and
creditors to allow the SIPA Trustee additional time to continue
this process, Mr. Kobak insists.  He assures the Court that
counterparties will not be prejudiced by this extension as their
rights to seek an order to shorten the SIPA Trustee's time to
assume or reject any particular executory contract or unexpired
lease will be preserved.

The SIPA Trustee filed a certification of no objection with
respect to the Lease Decision Motion.

                          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)


MORGAN INDUSTRIES: Meeting to Form Creditors' Panel on May 15
-------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on May 15, 2012, at 10:00 a.m. in
the bankruptcy case of Morgan Industries Corporation, et al.  The
meeting will be held at:

   United States Trustee's Office
   One Newark Center
   1085 Raymond Blvd.
   14th Floor, Room 1401
   Newark, NJ 07102

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

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine. In 2010, Silverton, Mainship and Luhrs,
collectively, held approximately 5.3% of the United States market
for fiberglass, in-board engine powerboats greater than 27 feet in
length.  Additionally, Hunter Marine was the largest manufacturer
of sailboats in the United States, accounting for an estimated 32%
of new sailboat registrations in 2010, making it the sixth
consecutive year Hunter Marine represented approximately 30% of
all new sailboat registrations in the United States.  The Debtors
have a network of 90 dealers in the U.S. and 80 dealers in 40
other countries.

The Company is being advised by Robert Hirsh and George Angelich
of Arent Fox LLP as bankruptcy general counsel; Capstone Advisory
Group, LLC as financial advisors; Katz, Kane & Co. as investment
bankers; and Donlin Recano & Company, Inc. as claims agent.


NAPLES HEALTH: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Liz Freeman at marconews.com, citing court documents, reports
that Naples Health Care Associates disclosed to the Bankruptcy
Court assets of $32,222 and liabilities of $1,125,500.

The report says the bankruptcy filing shows creditors holding
unsecured nonpriority claims are collectively owed $867,474, while
creditors holding secured claims are owed $215,465.  Eight
employees are owed a collective $42,560 in unpaid wages.

According to the report, the Company filed for bankruptcy
reorganization blaming part of its problems on a longtime
physician who was disloyal.  The report notes the Company also
filed a federal court complaint against Dr. Richard Kravis,
seeking an injunction to stop him from breaching the non-compete
terms of his employment contract before he was terminated, records
show.

Based in Naples, Florida, Personalized Physician Care LLC, dba
Naples Health Care Associates, filed for Chapter 11 protection on
April 12, 2012 (Bankr. M.D. Fla. Case No. 12-05586).  Robert D.
Wilcox, Esq., at Brennan, Manna & Diamond, PL, represents the
Debtor.


NASSAU BROADCASTING: Has Court Approval to Sell Radio Stations
--------------------------------------------------------------
Lance Duroni at Law360.com reports Nassau Broadcasting I LLC won a
Delaware bankruptcy court's approval to sell a host of its radio
stations to several different buyers for a combined $48 million,
with a Goldman Sachs Group Inc. unit claiming most of the assets
with a credit bid.

Law360.com relates at a "robust auction" last week, Goldman Sachs
Credit Partners LP bid $38.7 million of Nassau's debt for 11 radio
stations in Pennsylvania and New Jersey.

                     About Nassau Broadcasting

Nassau Broadcasting Partners LP is a radio-station owner and
operator.  Three secured lenders -- affiliates of Goldman Sachs
Group Inc., Fortress Investment Group LLC and P.E. Capital LLC --
filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del.
Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting
Partners LP, the owner of 45 radio stations in the northeastern
U.S.  The lender group said in court papers that they are owed
$83.8 million secured by all of Nassau's property.  Involuntary
petitions were also filed against three affiliates of Nassau,
which is based in Princeton, New Jersey.  The lenders said the
stations aren't worth enough to pay them in full.

Nassau Broadcasting in October won a Delaware bankruptcy court's
blessing to convert its involuntary Chapter 7 bankruptcy --
pressed by creditors including Goldman Sachs Lending Partners LLC
-- to a proceeding on its own terms in Chapter 11.


NASSAU BROADCASTING: Holdings Object to Sale of Six Properties
--------------------------------------------------------------
Radio-Info.com reports that Nassau Broadcast Holdings has raised
objections to the sale of six pieces of real estate.  It claims
that debtor Nassau Broadcasting Partners doesn't actually have
title to a half-dozen Holdings' properties that lay under some
Nassau towers in Maine and New Hampshire.  Nassau Broadcast
Holdings said the properties are "listed as 'disputed fee
interests'" therefore the debtors cannot sell them to a third
party.

The report notes Lou Mercatanti is the chairman, CEO and sole
equity holder of Nassau Broadcasting Holdings, and is also
President, CEO and an equity holder of the Debtors.  The report
relates Nassau Broadcast Holdings said in court filings it holds
title to properties being leased to the Debtors.

                     About Nassau Broadcasting

Nassau Broadcasting Partners LP is a radio-station owner and
operator.  Three secured lenders -- affiliates of Goldman Sachs
Group Inc., Fortress Investment Group LLC and P.E. Capital LLC --
filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del.
Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting
Partners LP, the owner of 45 radio stations in the northeastern
U.S.  The lender group said in court papers that they are owed
$83.8 million secured by all of Nassau's property.  Involuntary
petitions were also filed against three affiliates of Nassau,
which is based in Princeton, New Jersey.  The lenders said the
stations aren't worth enough to pay them in full.

Nassau Broadcasting in October won a Delaware bankruptcy court's
blessing to convert its involuntary Chapter 7 bankruptcy --
pressed by creditors including Goldman Sachs Lending Partners LLC
-- to a proceeding on its own terms in Chapter 11.


NELMAP LIMITED: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: NELMAP, Limited Liability Company
        848 North Rainbow Blvd., Suite 2662
        Las Vegas, NV 89107

Bankruptcy Case No.: 12-15336

Chapter 11 Petition Date: May 3, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Steven J. Szostek, Esq.
                  STEVEN J. SZOSTEK, LTD.
                  2001 Oak River Street
                  Las Vegas, NV 89134
                  Tel: (702) 325-6224
                  E-mail: szostek@cox.net

Scheduled Assets: $6,119,088

Scheduled Liabilities: $7,809,397

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Idaho Independent Bank    2nd modification to    $7,809,397
Attn: Jill Hathaway       loan agreement for
1260 West Riverstone Dr   several loans
Coeur D Alene, ID 83814

The petition was signed by Condor NV, Inc., operating manager.


NEWPAGE CORP: Wants Plan Filing Period Extended Until Sept. 1
-------------------------------------------------------------
NewPage Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the Debtors' exclusive periods to
file Chapter 11 plans until Sept. 1, 2012, and to solicit
acceptances of those plans until Oct. 31, 2012.

The Court previously granted a 120-day extension of the exclusive
periods until May 4, 2012, and July 3, 2012, respectively.

In the new motion, the Debtors said that while they aim to
formulate a plan that maximizes value, saves approximately 6,000
jobs, and puts the Debtors' business on a sound basis with a
balance sheet conducive to future success and feasibility, they
have several stakeholders who request diametrically opposed the
Chapter 11 plans.  The first lienholders wanted a quick
confirmation of one type of Chapter 11 plan and the second
lienholders wanted a completely different plan requiring material
time to formulate and to implement.  The Official Committee of
Unsecured Creditors also wants to bring litigation for relief that
would materially alter the positions and claims of Stora Enso Oyj
and lienholders, the Debtors point out.

The second lienholders surfaced its terms sheet to the Debtors in
late April 2012, and the Committee's pleadings challenging claims
are equally recent.  The Debtors say that it was impossible to
evaluate all these different plan concepts and claim attacks and
to negotiate a Chapter 11 plan in the time elapsed to date.

The Debtors have been focusing their efforts on three related
areas, which still require review, analysis, and negotiation:
(i) preparing an extensive analysis of more than 400 executory
contracts to identify which contracts or unexpired leases the
Debtors will choose to reject, assume, or modify and assume;
(ii) analyzing highly complex issues regarding Paper Machine 35
and negotiating with SEO to determine whether a potential
settlement makes sense in an effort to avoid costly and protracted
litigation; and (iii) formulating and negotiating a Chapter 11
plan.

Negotiations with the different creditor constituencies over the
terms of a Chapter 11 plan are in the early stages.  "It is
prudent to allow the Debtors to conduct meaningful negotiations
with all its largest stakeholders and not just adopt one group of
creditors' point of view.  Allowing the Debtors to canvas
different restructuring alternatives is the best way to preserve
value for all constituencies," the Debtors say.  The Debtors and
their advisors are firmly committed to continuing an open dialogue
with all major constituents in these Chapter 11 cases.  The
Committee and other major stakeholders frequently participate in
discussions and negotiations concerning these Chapter 11 cases.
The Debtors and their advisors have weekly calls with certain of
the Debtors' largest creditor constituencies, maintaining an open
line of communication to ensure that all parties in interest are
kept apprised of the Debtors' operations and the direction of
these Chapter 11 cases.

As the Debtors have sufficient liquidity to carry on the normal
course of their business, the Debtors have paid, and will continue
to pay, their postpetition debts as they come due.

                        About NewPage Group

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., Dewey & LeBoeuf LLP, in New York, serve as counsel
in the Chapter 11 case.  Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-
counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NEWPAGE CORP: Committee Wants Standing to Sue Lenders Over LBO
--------------------------------------------------------------
Lance Duroni, writing for Law360.com, reports the official
committee of unsecured creditors in NewPage Corp.'s case seeks
permission from the Court to sue the lenders that financed the
company's 2007 leveraged buyout of Stora Enso North America Inc.,
claiming the deal left the paper manufacturer insolvent.  The
creditors' committee seeks standing to pursue fraudulent transfer
claims on behalf of NewPage against the first- and second-lien
lenders.  The LBO heaped $2 billion of debt onto NewPage without
providing any value to the debtors, the committee said.

                        About NewPage Group

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., Dewey & LeBoeuf LLP, in New York, serve as counsel
in the Chapter 11 case.  Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-
counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NIMBUS BREWING: Inks Settlement Agreement With Southwest Gas
------------------------------------------------------------
Carli Brosseau at Arizona Daily Star reports that Southwest Gas
has agreed to pay a settlement to Nimbus Brewing Co.  The
brewery's owner, Jim Counts, had linked the company's recent
Chapter 11 bankruptcy reorganization filing to problems with a
gas meter.

The report relates Southwest Gas spokeswoman Libby Howell
confirmed that a deal had been struck, though she would not
comment on the exact terms or the amount.  "We accepted no
liability," the report quotes Mr. Howell as saying.  "It was
purely an economic decision on our part.  (The agreed payment) was
less than the cost of litigation."

According to the report, the terms are subject to review by a
bankruptcy judge.  Mr. Counts said he would receive "several
hundred thousand dollars."

The report notes, when Nimbus filed for reorganization in April,
Mr. Counts blamed the company's precarious financial position, in
part, on Southwest Gas installing a new meter at his brewery and
bar at 3850 E. 44th St. in August 2011.

The report adds Nimbus sued Southwest Gas on March 15 alleging
that the utility deprived the brewery of necessary gas service for
four weeks.  In the suit, the brewery contended that Southwest Gas
employees, on their own initiative, changed out the brewery's gas
meter, replacing it with one that was too small for brewing.

Based in Arizona, Nimbus Brewing Company LLC filed for Chapter 11
protection on April 17, 2012 (Bankr. D. Ariz. Case No. 12-08122).
Eric Slocum Sparks PC, represents the Debtor.


NORTHAMPTON GENERATING: Fitch Affirms & Withdraws 'D' Rating
------------------------------------------------------------
Fitch Ratings affirmed and withdrew the 'D' rating on Northampton
Generating Co. LLC's $153 million ($71.4 million outstanding)
debt.  The rating on Northampton is being withdrawn due to the
Chapter 11 bankruptcy filing of the rated entity.

Northampton filed for Chapter 11 bankruptcy on Dec. 5, 2011, and
has since reached a settlement with counterparties Metropolitan
Edison Co. (Met-Ed; 'BBB', Stable Outlook) and PPL Electric
Utilities ('BBB', Stable Outlook) to terminate the power purchase
agreement (PPA) and transmission services agreement, respectively.
Subsequently, Northampton applied for membership and, as of May 1,
2012, was accepted into the regional transmission organization PJM
Interconnection (PJM).  Going forward, Northampton will earn
capacity revenues through PJM's capacity auctions and merchant
energy revenues through PJM.

The rated debt is secured for bondholders by a first priority
security interest in project revenues, documents, and all real
and personal property.  Since entering into bankruptcy, the
bondholders did not to take over ownership of Northampton, and
granted the company the rights to use operating cash from the
project to aid in the reorganization process.

The original $153 million senior tax-exempt series A resource
recovery revenue bonds were issued by the Pennsylvania Economic
Development Financing Authority in 1994 with the proceeds loaned
to Northampton.  Northampton consists of a 112 megawatt (net)
coal-fired qualifying facility in Northampton County, PA, that
supplied energy to Met-Ed under a long-term PPA.  Northampton is
structured as a limited partnership and is owned by indirect
subsidiaries of Calypso Energy Holdings LLC, which is owned by
Cogentrix Energy, LLC and investment companies managed by EIF
Management, LLC.


NORTHERN MARIANA: Moody's Reviews 'B2' Rating on G.O. Bonds
-----------------------------------------------------------
Moody's Investors Service has placed the B2 rating of the
Commonwealth of the Northern Mariana Islands' Series 2003A General
Obligation Bonds on review, affecting $1.7 million in outstanding
debt. The placement of the rating on review is prompted by the
lack of sufficient current financial and operating information. If
the information is not obtained within the next 60 days, Moody's
will take appropriate rating action which could include the
withdrawal or lowering of the rating.

The principal methodology used in this rating was Moody's State
Rating Methodology published in November 2004.


NORTHWEST PARTNERS: Fannie Mae Says Plan Outline Lacks Info
-----------------------------------------------------------
Federal National Mortgage Association objected to the disclosure
statement explaining Northwest Partners' bankruptcy-exit plan
because it fails to provide "adequate information" and is filed in
support of a plan that is unconfirmable.

Fannie Mae states that the Disclosure Statement fails to provide
reliable information regarding the valuation of the Debtor's
property or the Debtor's income and expenses.  Additionally, the
proposed plan does not meet the requirements for confirmation
because it is not "fair and equitable" and it is not feasible
because it unfairly shifts the risk of failure to Fannie Mae, a
secured creditor.

Fannie Mae says the Debtor's proposed treatment of its claim
involves a speculative future sale or refinancing sometime in the
next 10 years, an unreasonably long period of time, with only
minimal payments to Fannie Mae in the interim.  This treatment
shifts the risk of failure of the plan to Fannie Mae and is purely
speculative, rendering the plan unconfirmable.

Fannie Mae is represented by:

         Mark E. Konrad, Esq.
         Nishat Baig, Esq.
         SNELL & WILMER LLP
         3883 Howard Hughes Parkway, Suite 1100
         Las Vegas, Nev. 89169
         Tel: (702) 784-5200
         Fax: (702) 784-5252

As reported in the Troubled Company Reporter on Feb. 24, 2012,
Northwest Partners filed a proposed plan of reorganization dated
Feb. 15, 2012 and an explanatory disclosure statement.  A hearing
on the disclosure statement was set for April 26.  The Court has
not issued any ruling on this matter as of press time.

The Plan designates five classes of claims.  Those classes take
into account the differing nature and priority of the various
classified claims under the Bankruptcy Code.

Under the plan, the Debtor will continue to operate its business
of leasing its Property post-confirmation.  The income generated
will be used to fund the Plan.  The equity owners of the Debtor
will contribute funds as are necessary to implement the Plan.

The classification and treatment of claims under the Plan are:

   A. Administrative Expenses will be paid in full on or before
      the Effective Date.

   B. Class 1 (Secured Claim of Federal National Mortgage
      Association) will be treated as follows:

        Option I: Reinstatement - Except to the extent that Fannie
        Mae and the Debtor agree to a less favorable treatment to
        Fannie Mae, the Allowed Secured Claim of Fannie Mae will
        be reinstated and rendered unimpaired.

        Option II: Loan Restructure - The Fannie Mae Allowed
        Secured Claim will bear interest at the rate of .75% per
        annum from and after the Effective Date, or another rate
        as the Court will determine is appropriate at the
        Confirmation Hearing.  On or before the 15th day of each
        month, the Debtor will distribute to Fannie Mae the
        Monthly Net Income generated from the Debtor's business
        operations, up to a maximum amount equal to the normal
        amortized monthly payment based upon the Fannie Mae
        Interest Rate and a 30-year amortized mortgage term.

   C. Class 2 (Fannie Mae Deficiency Claim):  Based on the
      Debtor's projections, the Property will appreciate in
      value following the Confirmation Date.  Following each
      anniversary of the Effective Date, the Allowed Secured
      Claim of Fannie Mae will be adjusted to equal the
      Appreciated Value, and payments will continue to be made.
      Interest will accrue based on the Fannie Mae Interest Rate
      applied to the Appreciated Value, and the normalized
      monthly payment will be based upon the Fannie Mae Interest
      Rate, the Appreciated Value and a 30-year amortization.

   D. Class 3 (Washoe County HOME Consortium):  The amount of
      the Washoe County HOME Consortium Allowed Secured Claim
      will be the lesser of the value of the Property
      determined as of the Confirmation Date less the Class 1
      Allowed Secured Claim or the balance owed under the
      promissory note as of the Petition Date.  The balance
      owed on the Washoe HOME Allowed Secured Claim, together
      with any and all accrued interest, fees and costs due
      will be paid on or before July 1, 2049, or other date as
      the Debtor may propose at the Confirmation Hearing which
      is approved by the Court.

   E. Class 4 (Unsecured Claims):  Allowed Unsecured Claims
      will receive quarterly pro rata disbursements of $l0,000
      commencing on the first day of the month at least 90 days
      following the Effective Date, and continuing on the first
      day of each and every third month thereafter, until the
      claims are paid in full.

   F. Class 5 (Membership Interests):  The members will retain
      their membership interests in the Reorganized Debtor, but
      will receive no distribution until Classes 1 through 4 are
      paid in full.

A copy of the Disclosure Statement is available for free at:

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

                     About Northwest Partners

Northwest Partners owns the 268-unit Austin Crest Apartment in
Northwest Reno, Nevada.  It filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-53528) on Nov. 17, 2011.  Judge Bruce
T. Beesley oversees the case.  The Debtor scheduled $13,513,361 in
assets and $14,135,158 in liabilities.  The petition was signed by
Robert F. Nielsen, president of IDN I, the Debtor's general
partner.


NORTHWESTERN STONE: Has Until May 16 to File Reorganization Plan
----------------------------------------------------------------
The Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin extended Northwestern Stone, LLC's
exclusive periods to file a proposed plan of reorganization and
solicit acceptances for such plan until May 16, 2012 and July 16,
respectively.

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor disclosed $25,238,172 in
assets and $12,080,628 in liabilities as of the Chapter 11 filing.
Nicole I. Pellerin, Esq., and Timothy J. Peyton, Esq., at Kepler &
Peyton, in Madison, Wisconsin, serve as the Debtor's bankruptcy
counsel.  Grobe & Associates, LLP, serves as the Debtor's
accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop, Esq., and
Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison,
Wisconsin, represent the Committee as counsel.


NPS PHARMACEUTICALS: Incurs $10.5 Million Net Loss in Q1
--------------------------------------------------------
NPS Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $10.56 million on $22.92 million of total revenues for
the three months ended March 31, 2012, compared with a net loss of
$9.15 million on $23.57 million of total revenues for the same
period during the prior year.

NPS reported a net loss of $36.26 million in 2011, a net loss of
$31.44 million in 2010 and a net loss of $17.86 million in 2009.

The Company's balance sheet at March 31, 2012, showed $183.32
million in total assets, $237.70 million in total liabilities and
a $54.38 million total stockholders' deficit.

"It's an exciting time for NPS as we pursue marketing approvals
for both Gattex and Natpara," said Francois Nader, MD, president
and chief executive officer of NPS Pharmaceuticals.  "We were very
pleased to report earlier today that four additional patients
completely eliminated their dependence on parenteral nutrition and
intravenous fluids while on long-term Gattex therapy in the
ongoing STEPS 2 open-label extension study.  There are now a total
of 11 patients who achieved independence from PN and IV fluids
while on Gattex therapy.  This is a dramatic finding that
reinforces our belief in the value of Gattex as a first-in-class
therapy.  The FDA is reviewing our New Drug Application for Gattex
with a current action date of September 30, 2012."

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

                        http://is.gd/V9vFRT

                    About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.


OLD VILLAGE: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Old Village Mill, LLC
        57 Brunswick Avenue
        Moosup, CT 06354

Bankruptcy Case No.: 12-21093

Chapter 11 Petition Date: May 2, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

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

Scheduled Assets: $0

Scheduled Liabilities: $4,390,743

A copy of the Company's list of its 10 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ctb12-21093.pdf

The petition was signed by Jean Paul Gauvin, member/manager.


OSI RESTAURANT: David Deno Appointed Chief Financial Officer
------------------------------------------------------------
OSI Restaurant Partners, LLC, announced the appointment of David
Deno as Executive Vice President and Chief Financial Officer.  Mr.
Deno will be responsible for all areas of financial reporting as
well as business analytics and strategy.  His appointment is
effective May 7, 2012.  Mr. Deno will also serve as Executive Vice
President and Chief Financial Officer of OSI's parent company,
Bloomin' Brands, Inc.  As previously announced, the Company's
current Chief Financial Officer, Dirk Montgomery, will assume the
new role of Chief Value Chain officer following a short period of
on-boarding to facilitate a smooth transition.

"David is a seasoned global executive with extensive finance,
operations and business development experience and will be an
excellent addition to the Executive Leadership Team," said Liz
Smith, Chairman and Chief Executive Officer, OSI.  "We're
committed to expanding our world class team to accelerate our
long-term growth strategy.  David's background and experience will
be invaluable in that process, while we also maintain continuity
as Dirk transitions to the new role of Chief Value Chain Officer."

"I have spent my career in the retail and restaurant businesses.
I have also been fortunate to be able to work on businesses
throughout the United States and the world," said Deno.  "I'm
looking forward to joining one of the largest casual dining
restaurant companies in the world and building upon the Company's
positive momentum."

Mr. Deno brings over 20 years of leadership in corporate finance,
with almost 30 years in the hospitality industry.  He joins OSI
from Best Buy where, since 2009, he has served as President of
Asia and CFO of the International Division.  Before joining Best
Buy, he worked with two private equity firms focusing on
investments in the consumer products, restaurant, and retail
space.  Prior to his time in private equity, Mr. Deno spent 15
years with PepsiCo and its restaurant spin-off YUM Brands, serving
in positions of increasing responsibility including Chief
Financial Officer of Pizza Hut, Chief Financial Officer of YUM
Restaurants International, Chief Financial Officer of YUM Brands
and finally Chief Operating Officer of YUM Brands.

Prior to joining PepsiCo and YUM, Deno spent nine years with The
Pillsbury Company primarily in its restaurant division, where he
held positions in finance, real estate and operations.  Mr. Deno
is on the board of Peet's Coffee & Tea as well as Brinker
International.  He will resign from the Brinker International
board as he begins his new role with OSI.

Mr. Deno holds a BA from Macalester College and an MBA from the
University of Michigan.  He has been a Macalester trustee since
1998 and is currently Chair of the Board of Trustees.

Mr. Deno will be paid an annual base salary of $600,000.  Mr. Deno
will be paid a sign-on bonus of $425,000, less applicable taxes.

In January, Smith announced Montgomery's new role of Chief Value
Chain Officer, responsible for identifying new ways to integrate
the Company's Productivity, Global Supply Chain and IT
organizations to help improve productivity and efficiency.  He has
led each of these teams in the past.  "Dirk has been filling a
dual role in two key positions for several months," said Smith.
"We thank him for his strong leadership as CFO and look forward to
him getting started in his important new role as Chief Value Chain
Offer."

                       About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company's balance sheet at Sept. 30, 2011, showed $2.32
billion in total assets, $2.37 billion in total liabilities and a
$40.30 million total deficit.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.

                           *     *     *

As reported by the TCR on April 19, 2012, Standard & Poor's
Ratings Services raised the corporate credit rating on casual
dining operator OSI Restaurant Partners LLC to 'B' from 'B-'.

"The ratings on Tampa, Fla.-based OSI Restaurant Partners LLC
reflect Standard & Poor's expectations that recent brand
revitalization initiatives and cost savings from productivity
improvements will contribute to further strengthening of credit
measures in 2012, despite commodity cost pressure and weak
consumer spending," said Standard & Poor's credit analyst Ana Lai.


PACIFIC MONARCH: Hearing on Exclusivity Extensions Set for May 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on May 17, 2012, at 10:00 a.m. to consider
Pacific Monarch Resorts, Inc.'s request for extension of its
exclusive periods to file and solicit acceptances for the proposed
chapter 11 plan.

The Debtor requested for an extension in its exclusive periods to
file and solicit acceptances for the proposed Chapter 11 plan
until June 15, 2012, and Sept. 10, respectively.

                      About Pacific Monarch

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PEGASUS RURAL: Xanadoo Wireless Assets to be Auctioned in August
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports bankrupt subsidiaries of Xanadoo Co. are setting up an
auction in August to sell most of their assets.  The company is
reserving the right to cancel the auction and instead propose a
reorganization plan supported by financing to enable an emergence
from Chapter 11.

Under the proposed rules, there will be a May 23 hearing in U.S.
Bankruptcy Court in Delaware for approval of auction and sale
procedures.  If the judge goes along, bids would be due initially
by July 20, in anticipation of an Aug. 20 auction.  A hearing to
approve the sale would take place Aug. 22, assuming there is no
decision to confirm a reorganization plan instead.

According to the report, the assets to be sold include 23 licenses
in the 700 megahertz frequency band that were purchased in 2000
and 2001 for $96 million.  In addition, the companies will sell
licenses they lease in the 2.5 gigahertz spectrum.

No buyer is yet under contract, the report discloses.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

The Court denied a motion by the secured noteholders to dismiss
the Chapter 11 case and appoint a Chapter 11 trustee.

The companies filed a proposed reorganization plan in February
predicting sale of licenses in the 700 megahertz spectrum would
pay all secured and unsecured creditors in full, with interest.
In a separate filing, the companies said the assets will be turned
over to secured lenders if there is neither a lender nor a buyer
to finance a plan.  The plan will be funded either by a new loan
or by selling the business and the assets.


PENN TREATY: Liquidation Petitions for PTNA and ANIC Denied
-----------------------------------------------------------
As previously disclosed, on Oct. 2, 2009, the Insurance
Commissioner of the Commonwealth of Pennsylvania filed in the
Commonwealth Court of Pennsylvania Petitions for Liquidation for
Penn Treaty Network America Insurance Company and American Network
Insurance Company.  PTNA is a direct insurance company subsidiary
of Penn Treaty American Corporation, and ANIC is a subsidiary of
PTNA.  The Liquidation Petitions were subsequently amended.

On May 3, 2012, the Commonwealth Court entered a comment on the
docket report in the rehabilitation proceedings of PTNA and ANIC
stating that the Amended Petitions are denied for the reasons set
forth in the Commonwealth Court's opinion, which has not yet been
released.  The comment further states, among other things, that
the Insurance Commissioner, as rehabilitator, will develop a plan
of rehabilitation of PTNA and ANIC, in consultation with Eugene
Woznicki and Penn Treaty, as intervenors, and will submit a plan
no later than 90 days following the date of the order.

                     About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On October 2, 2009, the Insurance Commissioner of the Commonwealth
of Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PHOENIX EQ: GreenTech Disputes Fraudulent Transfer Suit
-------------------------------------------------------
GreenTech Environmental LLC in a news statement denies allegations
presented in a complaint filed by the Chapter 7 bankruptcy trustee
of Phoenix EQ Holding Company formerly known as EcoQuest Holding
Corp.  The complaint, filed Sept. 30, 2011 (Bankr. E.D. Tenn. Adv.
Proc. No. 11-05011), alleges that DBG Group Holdings and other
entities acquired all of the assets of Phoenix EQ Holding in a
transaction that amounted to a fraudulent transfer, both under
Bankruptcy Law as well as applicable state law.  The lawsuit seeks
to undo these transfers, and also seeks monetary damages.

The report notes GreenTech Environmental denies all allegations of
patent infringement or other alleged wrongdoing of any kind, and
has announced that it will vigorously defend against these claims
as it continues to serve its distributors.

GreenTech Environmental markets Environmental and Energy Saving
Technologies, marketed through independent distributors, wholesale
and retail outlets.

Phoenix EQ Holding Company filed a voluntary Chapter 11 petition
(Bankr. E.D. Tenn. Case No. 09-53160) on Nov. 19, 2009.  The case
was converted to one under Chapter 7 of the Bankruptcy Code on
Feb. 10, 2010.  David H. Jones was appointed as Chapter 7 trustee.

The Debtor was formerly known as "Ecoquest Holding Corporation,
Inc."  It was a multi-level marketing company which sold state-of-
the art air and water purification products, energy management
systems, and nutritional supplements to consumers and businesses
through a network of independent dealers.  The assets of Debtor
include Eco Quest, Integrity, Heartland and Unovas product lines.


PINNACLE AIRLINES: Panel Taps Imperial as Financial Advisors
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Pinnacle Airlines Corp., et al., asks the U.S. Bankruptcy
Court for the Southern District of New York for permission to
retain Imperial Capital, LLC, as financial advisors.

Imperial will provide consulting and advisory services in the
course of the Chapter 11 cases, including:

   a) analysis of the Debtors' business, operations, properties,
      financial condition, competition, forecast, prospects and
      management;

   b) financial valuation of the ongoing operations of the
      Debtors; and

   c) assist the Committee in developing, evaluating, structuring
      and negotiating the terms and conditions of a potential
      restructuring plan, including the value of the securities,
      if any, that may be issued under a restructuring plan;

Imperial will seek payment for compensation on a monthly fixed fee
basis of $150,000, plus reimbursement of actual and necessary
expenses incurred.  In addition, Imperial is entitled to a single
completion fee of between $750,000 and $1,250,000 for the
completion of a restructuring, but in no case will Imperial be
entitled to more than one completion fee.

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

The Debtors have agreed to indemnify and hold harmless Imperial
and any of its subsidiaries and affiliates, officers, directors,
principals, shareholders, agents, independent contractors and
employees.

The Committee set a May 16, 2012, hearing at 9:45 a.m. on
Imperial's retention.  Objections, if any, are due May 9, at
4:00 p.m.

                      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.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PINNACLE AIRLINES: Panel Taps Morrison & Foerster as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Pinnacle Airlines Corp., et al., asks the U.S. Bankruptcy
Court for the Southern District of New York for permission to
retain Morrison & Foerster LLP as its counsel.

The Committee relates that the hourly rates of the firm's
personnel are:

         Partners               $695 - $1,125
         Of Counsel             $550 -   $950
         Associates             $380 -   $685
         Paraprofessionals      $185 -   $360

The personnel designated to the case and their hourly rates are:

         Brett H. Miller, partner       $975
         Lorenzo Marinuzzi, partner     $865
         Todd M. Goren, partner         $750
         Erica J. Richards, associate   $595
         William Hildbold, associate    $445
         Laura Guido, paraprofessional  $280

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

A hearing on May 16, 2012, at 9:45 a.m. (Prevailing Eastern Time),
has been set.  Objections, if any, are due May 9, at 4:00 p.m.

The firm can be reached at:

         Brett H. Miller, Esq.
         Lorenzo Marinuzzi, Esq.
         Todd M. Goren, Esq.
         MORRISON & FOERSTER LLP
         1290 Avenue of the Americas
         New York, NY 10104
         Tel: (212) 468-8000
         Fax: (212) 468-7900
         E-mail: brettmiller@mofo.com
                 lmarinuzzi@mofo.com
                 tgoren@mofo.com

                      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.  The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Imperial
Capital, LLC as its financial advisors.


PINNACLE AIRLINES: OK'd to Reject Deals with Lufthansa, et al.
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Pinnacle Airlines Corp., et al., to reject each of the
Lufthansa MOU, the GE Agreements, the P&WC Agreement and the
Former Officer Agreements, including all amendments, supplements,
waivers, side letters and other ancillary agreements related
thereto.

The Debtors are authorized to reject these agreements:

   1. Memorandum of Understanding dated Nov. 3, 2011, with
      Lufthansa Systems AG.  Pursuant to the Lufthansa MOU,
      Pinnacle Holdings agreed to negotiate an agreement whereby
      Lufthansa would provide operations, crew and flight
      management services through Lufthansa's Integrated
      Operations Control Center Platform.  The parties have not
      yet negotiated the agreement, and the Debtors do not
      currently use or intend to use Lufthansa's services under
      the Lufthansa MOU.

   2. The Term Cost Plan Agreement dated Dec. 15, 2009, between
      Colgan Air Inc. and Pratt & Whitney Canada Corp.  Pursuant
      to the P&WC Agreement, Colgan hired P&WC to provide engine
      maintenance services for certain of Colgan's Dash 8-Q400
      aircraft through January 2018.  Under the P&WC Agreement,
      Colgan pays P&WC for engine maintenance services at a set
      rate per engine operating hour, which rate adjusts
      periodically.  The Debtors have determined that due to their
      wind-down agreements with United Airlines and Export
      Development Canada, the P&WC Agreement is no longer
      necessary.  The Debtors therefore seek to reject the P&WC
      Agreement to relieve the Debtors' estates of an unnecessary
      burden and save approximately $600,000 per month.

   3. Certain of the Debtors' agreements for engine maintenance
      services with General Electric Company and GE Engine
      Services, Inc., including (1) the Engine Care Maintenance
      Plan Agreement between GE and Mesaba Aviation, Inc. dated
      Oct. 1, 1997; and (2) the Engine Care Maintenance Plan
      Agreement between GE Engine Services and Colgan dated
      Dec. 31, 2003.  Pursuant to the GE Agreements, Mesaba and
      Colgan hired GE and GE Engine Services, respectively, to
      provide engine maintenance services for their fleets of Saab
      340 aircraft through Nov. 30, 2012, and Dec. 30, 2012,
      respectively.  Under the GE Agreements, Mesaba and Colgan
      pay GE and GE Engine Services for engine maintenance
      services at a set rate per engine operating hour, which rate
      adjusts periodically.  The Debtors have determined that they
      do not and will not use the relevant engines enough to make
      the GE Agreements cost effective.  The Debtors therefore
      seek to reject the GE Agreements to relieve the Debtors'
      estates of an unnecessary burden and save approximately
      $600,000 per month.

   4. The Consulting Agreement dated March 10, 2011, between
      Pinnacle Holdings and Philip H. Trenary and the Release
      Agreement dated Oct. 19, 2011, between Pinnacle Holdings and
      Douglas W. Shockey, in each case effective as of the
      Petition Date.  Pursuant to the Officer Agreements, the
      Debtors pay Trenary for consulting services and Shockey for
      non-revocation of a release signed concurrently with the
      Shockey Agreement.  The Debtors are eager to use these
      chapter 11 proceedings to maximize value for all
      stakeholders and emerge as stronger businesses.  After
      analyzing the Officer Agreements, the Debtors have
      determined, in the sound exercise of their business
      judgment, that rejecting the Former Officer Agreements would
      benefit the Debtors' estates by allowing the Debtors to
      avoid accruing ongoing payment obligations under the Former
      Officer Agreements, which provide no ongoing benefit to the
      Debtors' estates.  The Debtors estimate that the total
      savings from rejecting the Officer Agreements will
      exceed $1,500,000.

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

The Court also said that nothing in the order is intended to, or
will be deemed to, affect Shockey's or Trenary's eligibility for,
or access to, coverage under the Debtors' group medical and dental
insurance plans pursuant to the Consolidated Omnibus Budget
Reconciliation Act.

The Court in a separate order authorized the Debtors to:

  -- pay all or a portion of those prepetition labor, shipping
     and delivery charges to Shippers, Warehousemen and Service
     Providers; and

  -- reject the rejected agreements and terminate the guarantee,
     with the rejections and termination to take effect as of the
     Petition Date, and (ii) the applicable debtors to perform
     under the term sheets.

                      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.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC as its
financial advisors.


PINNACLE AIRLINES: Taps Barclays Capital as Investment Banker
--------------------------------------------------------------
Pinnacle Airlines Corp., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for permission to employ
Barclays Capital Inc., as investment banker.

Barclays Capital will, among other things:

   i. provide general business and financial analyses of the
      Debtors, including a review, from a financial point of view,
      of the Debtors' current business plan and financial
      projections;

  ii. assist the Debtors in the preparation of their financial
      forecasts and scenarios related thereto; and

iii. evaluate, from a financial point of view, the current
      capitalization of the Debtors and their requirements for
      liquidity based on the Debtors' business plan.

Barclays Capital's fee structure includes:

   i. a monthly fee of $150,000;

  ii. a transaction fee equal to $3,700,000;

iii. a one-time fee in an amount equal to the lesser of (i) 6% of
      the aggregate amount of the gross proceeds raised on behalf
      of the Debtors, and (ii) $1,000,000, payable in cash at the
      later of the closing of the Exit Financing Capital Raise and
      the consummation of a Restructuring, provided that the
      payment of the Exit Financing Capital Raising Fee will be
      subject to approval of the Bankruptcy Court pursuant to a
      final fee application submitted pursuant to the Bankruptcy
      Code, Federal Rules of Bankruptcy Procedure and any
      applicable local rules of the Bankruptcy Court; and

  iv. an expense reimbursement.

Before the Petition Date, the Debtors paid Barclays $450,000 in
fees on account of the Monthly Fees and $79,760 on account of
expenses pursuant to the Engagement Letter.  In addition, Barclays
holds a deposit for future Monthly Fees of $150,000 and the
Expense Deposit of $25,000 as security for payment for services
and expenses under the Engagement Letter.  Barclays still holds
the entire Monthly Fee Deposit and Expense Deposit, and Barclays
will apply the mounts, subject to prior approval of the Court, to
any invoiced amounts that the Debtors have not timely paid, and if
there are no such unpaid invoiced amounts, to any final invoice
with respect to services provided to the Debtors under the
Engagement Letter.

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

The Debtors have agreed, among other things, to indemnify and hold
harmless Barclays and other indemnified parties from and against
any and all claims, liabilities, losses, expenses, damages, joint
or several, arising out of or otherwise relating to the Engagement
Letter or the Prepetition Engagement Letter.

A hearing on May 16, 2012, at 9:45 a.m. (prevailing Eastern Time),
has been set.

                      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.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC as its
financial advisors.


RAMSESEE INVESTMENT: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Ramsesee Investment Group, LLC
        1710 Purdue Avenue, #205
        Los Angeles, CA 90025

Bankruptcy Case No.: 12-25621

Chapter 11 Petition Date: May 2, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Peter Carroll

Debtor's Counsel: Julie Lim, Esq.
                  LAW OFFICES OF JULIE C LIM
                  714 W Olympic Blvd., Ste 900
                  Los Angeles, CA 90015
                  Tel: (213) 765-0018
                  Fax: (213) 765-0158
                  E-mail: julie@limlawfirm.com

Scheduled Assets: $0

Scheduled Liabilities: $2,620,436

A copy of the Company's list of its 18 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-25621.pdf

The petition was signed by Danny B. Singleton, manager.


RESIDENTIAL CAPITAL: Treasury to Support Restructuring
------------------------------------------------------
Carolina Bolado, writing for Law360.com, reports that an official
with the U.S. Department of the Treasury on Monday said the
Treasury would support a bankruptcy filing for Residential Capital
LLC, Ally Financial Inc.'s troubled mortgage unit.  The Treasury -
- which owns 74% of ResCap's common equity after a 2008 and 2009
bailout of almost $17 million -- would back an insolvency plan if
the company's board chooses that route, according to the official.

The report says an Ally spokeswoman declined to comment on the
matter.

As reported by the Troubled Company Reporter on May 2, 2012, Ally
Financial said its losses from a Rescap bankruptcy would range
from $400 million to $1.25 billion.  In financial statements filed
with regulators on April 27, Ally said ResCap, one of its mortgage
subsidiaries, continues to be negatively impacted by the events
and conditions in the mortgage banking industry and the broader
economy that began in 2007.  Market deterioration has led to fewer
sources of, and significantly reduced levels of, liquidity
available to finance ResCap's operations.  ResCap is highly
leveraged relative to its cash flow and has recognized credit and
valuation losses and other charges resulting in a significant
deterioration in capital.  In the future, ResCap may also continue
to be negatively impacted by exposure to representation and
warranty obligations, adverse outcomes with respect to current or
future litigation, fines, penalties, or settlements related to our
mortgage-related activities, and additional expenses to address
regulatory requirements.

ResCap did not make a semi-annual interest payment that was due on
April 17 related to $473 million of unsecured debt principal,
which matures in 2013. The interest due was $20 million.  The
indenture provides that a failure to pay interest on an interest
payment date does not become an event of default unless such
failure continues for a period of 30 days.  ResCap has significant
additional near-term interest and principal payments on its
outstanding debt securities and credit facilities.

Ally or ResCap may take additional actions with respect to ResCap
as each party deems appropriate.  These actions may include, among
others, Ally providing or declining to provide additional
liquidity and capital support for ResCap; Ally purchasing assets
from ResCap; asset sales by ResCap to third parties, or other
business reorganization or similar action by ResCap with respect
to all or part of ResCap and/or its affiliates.  This may include
a reorganization under bankruptcy laws, which ResCap is actively
considering.

                        Potential Bankruptcy

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

Ally has extensive financing and hedging arrangements with ResCap
that could be at risk of nonpayment if ResCap were to file for
bankruptcy.  At Dec. 31, 2011, Ally had funding arrangements with
ResCap that included $1.0 billion of senior secured credit
facilities (the Senior Secured Facilities) and a $1.6 billion line
of credit (Line of Credit) consisting of a $1.1 billion secured
facility and a $500 million unsecured facility.  The Senior
Secured Facilities and Line of Credit had a maturity date of April
13, 2012.  Ally extended the maturity date of the Senior Secured
Facilities and the $1.1 billion secured facility under the Line of
Credit to May 14, 2012.  The $500 million unsecured facility under
the Line of Credit was not extended.  At March 31, 2012, the $1.0
billion in Senior Secured Facilities were fully drawn, and $410
million of the remaining $1.1 billion Line of Credit was drawn.
At March 31, 2012, the hedging arrangements were fully
collateralized.

Amounts outstanding under the secured financing and hedging
arrangements fluctuate.

Ally also said in the Securities and Exchange Commission filing,
"If ResCap were to file for bankruptcy, ResCap's repayments of its
secured financing facilities to us could be slower.  In addition,
we could be an unsecured creditor of ResCap to the extent that the
proceeds from the sale of our collateral are insufficient to repay
ResCap's obligations to us.  It is possible that other ResCap
creditors would seek to recharacterize our loans to ResCap as
equity contributions or to seek equitable subordination of our
claims so that the claims of other creditors would have priority
over our claims.  In addition, should ResCap file for bankruptcy,
our $399 million investment related to ResCap's equity position as
of March 31, 2012, would likely be reduced to zero.  If a ResCap
bankruptcy were to occur, we could incur significant charges,
substantial litigation could result, and repayment of our credit
exposure to ResCap could be at risk.  We currently estimate a
range of reasonably possible losses arising at the time of a
ResCap bankruptcy filing, including our investment in ResCap, to
be between $400 million and $1.25 billion. This estimated range is
based on significant judgment and numerous assumptions that are
subject to change, and which could be material."

                       About Ally Financial

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

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

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.  Net income was $310 million
for the three months ended March 31, 2012.

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

                           *     *     *

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

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


RITE AID: Prices Add-On Offering of Senior Notes
------------------------------------------------
Rite Aid Corporation announced the pricing of an offering of an
additional $421.0 million aggregate principal amount of 9.25%
senior notes due 2020 at a price of 101.25% which will result in
total proceeds of approximately $426.3 million.  The Notes are
being offered as additional notes under an existing indenture
pursuant to which Rite Aid previously issued $481.0 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.

The offering is expected to close on May 15, 2012, subject to
customary closing conditions.

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, will be affected by expenses and charges related to this
offering and the tender offer and consent solicitation, which are
not included in its guidance.

The Notes and the related subsidiary guarantees have been 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.

Rite Aid 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.


RIVENDELL II: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rivendell II, Ltd.-LP
        922 S. Claremont St.
        San Mateo, CA 94402

Bankruptcy Case No.: 12-31360

Chapter 11 Petition Date: May 2, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: James F. Beiden, Esq.
                  LAW OFFICES OF JAMES F. BEIDEN
                  840 Hinckley Rd. #245
                  Burlingame, CA 94010
                  Tel: (650) 697-6100
                  E-mail: attyjfb@yahoo.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 five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/canb12-31360.pdf

The petition was signed by Victor M. Catanzaro, general partner.


RIVIERA PLAZA: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Riviera Plaza Investments, LLC
        6440 N. Hamlin Ave.
        Lincolnwood, IL 60712

Bankruptcy Case No.: 12-18109

Chapter 11 Petition Date: May 2, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Ethan Ostrow, Esq.
                  BROWN, UDELL, POMERANTZ & DELRAHIM, LTD.
                  1332 North Halsted Street, Suite 100
                  Chicago, IL 60642
                  Tel: (312) 475-9900
                  Fax: (312) 475-1188
                  E-mail: eostrow@bupdlaw.com

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

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

A copy of the list of nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb12-18109.pdf

The petition was signed by Haresh K. Shah, manager.


S.K. PROPERTIES: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: S.K. Properties
        a North Carolina General Partnership
        Attn: Smith Stokes
        P.O. Box 1368
        Lexington, NC 27293

Bankruptcy Case No.: 12-10646

Chapter 11 Petition Date: May 3, 2012

Court: United States Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Judge: Thomas W. Waldrep Jr.

Debtor's Counsel: Samantha K. Brumbaugh, Esq.
                  IVEY, MCCLELLAN, GATTON & TALCOTT, LLP
                  100 S. Elm Street, Suite 500
                  P.O. Box 3324
                  Greensboro, NC 27402
                  Tel: (336) 274-4658
                  Fax: (336) 274-4540
                  E-mail: cfslaw@hotmail.com

Scheduled Assets: $1,031,586

Scheduled Liabilities: $1,031,357

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Bank of North Carolina    unknown                unknown
c/o Alan B. Powell
P.O. Box 1550
High Point, NC 27261
The petition was signed by Eston Smith Stokes, Jr., general
partner.

Affiliate that previously filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Eston Smith Stokes, Jr.                11-11387   09/08/11


SAINT VINCENTS: Proceeds of Liquidating Trust Assets to Fund Plan
-----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York, et al.,
submitted to the U.S. Bankruptcy Court for the Southern District
of New York a Disclosure Statement explaining the proposed Chapter
11 Plan dated April 24, 2012.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan is predicated
upon, and seeking approval to implement, various material creditor
settlements with the Debtors' largest, secured, priority and
unsecured creditors, well as a global intercompany settlement
negotiated among the Debtors and with the Official Committee of
Unsecured Creditors and other settling creditor parties.  All of
these settlements reflect extensive and protracted negotiations
among multiple parties -- all with the goal of providing for an
efficient and expeditious emergence from these Chapter 11 Cases
and the avoidance of costly litigation that, if pursued, would
only substantially reduce, or perhaps eliminate, recoveries for
creditors in the cases.

The Plan will be funded by the proceeds of the Liquidating Trust
Assets.  After the payment or reservation for all Allowed
Unclassified Claims; all Allowed Claims in Classes 1 and 2,
Liquidating Trust Reserves, the Operating Accounts, and the Tail
Funds, all Remaining Cash will be used to fund the Unsecured
Claims Fund.

                           Plan Treatment

   Class        Claims              Estimated Percentage Recovery
   -----        ------              -----------------------------
   Class 1  Priority Non-Tax Clams               100%
   Class 2  Secured Claims                       100%
  Class 3  GUC Unsecured Claims    Each holder of an Allowed
                                    Claim in Class 3 will receive,
                                    in full satisfaction of the
                                    unpaid amount of the Allowed
                                    Claim, a pro rata share of the
                                    proceeds in the Unsecured
                                    Claims Fund.

   Class 4  Multi-Employer          Each holder of an Allowed
            Pension Fund            Claim in Class 4 will receive,
            Subordinated            in full satisfaction of its
            Unsecured Claim         Allowed Claim, a Pro Rata
                                    Share of the proceeds in the
                                    Unsecured Claims Funds, only
                                    after all Allowed Claims in
                                    Class 3 are paid in full.

The Debtors propose that the voting deadline be set for June 15,
2012, at 5:00 p.m. (prevailing Eastern Time).  The record date for
determining which creditors may vote on the Plan is May 17.

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

                        About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SAINT VINCENTS: Togut Segal OK'd to Handle Preference Actions Work
------------------------------------------------------------------
The Hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York granted the joint motion of Saint
Vincents Catholic Medical Centers of New York, et al., and the
Official Committee of Unsecured Creditors to modify the terms of
compensation of Togut, Segal & Segal LLP, conflicts counsel.

The Court ordered that the retention and employment of the Togut
Firm will include the preference actions work, and the contingency
fee arrangements are approved.

The Court further said that the order does not alter the
compensation standards for non-Preference Actions work previously
approved by the original retention order of the Court dated
May 28, 2010, which will remain in full force and effect.

The Togut Firm will not terminate its engagement without further
order from the Court.

As reported in the Troubled Company Reporter on June 8, 2010, the
Debtors will pay Togut Segal in accordance with the firm's
customary hourly rates:

         Partners                    $800 - $935
         Associates and counsel      $275 - $720
         Paralegals and law clerks   $155 - $285

The Debtors will also reimburse Togut Segal for its expenses
including, among other things, telecopier charges, mail and
express mail charges, special or hand delivery charges, document
processing, photocopying and travel expenses.

                        About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SMF ENERGY: Gets Court Approval to Auction Assets on May 25
-----------------------------------------------------------
The Bankruptcy Court has authorized SMF Energy Corp. to conduct an
auction of its assets on May 25.

Stephanie Gleason at Dow Jones Daily Bankruptcy Review reported
that SMF Energy named Sun Coast Resources Inc. as its stalking-
horse bidder.  Sun Coast, a Houston-based fuel delivery company,
according to the report, offered $9 million plus a price for the
inventory, to be determined three days before the sale, based on
an inventory count.  DBR said the bid consists of two parts:

     -- $5 million for the assets not in Texas; and
     -- $4 million for the Texas-based assets.

Other bidders are entitled to bid on both or either portion of
these assets.

According to the DBR report, the Debtors proposed that if Sun
Coast is outbid for the non-Texas assets, it is entitled to a
$100,000 breakup fee.  If it loses the Texas-based assets at
auction, it is entitled to $80,000.

According to the DBR report, SMF Energy also asked the Court to
restrict trading of its common stock to preserve tax-refund claims
it expects to receive because of its net operating losses during
the last five years.

The DBR report also said the bankruptcy court granted SMF Energy
interim use of cash to continue its operations even though SMF
Energy had said that Wells Fargo probably wouldn't consent.

                         About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its Chief Restructuring
Officer to direct the Company's efforts to increase revenues and
reduce expenses required by the decision to change the Company's
pricing structure.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serve as the Debtors' counsel.  The
petition was signed by Soneet R. Kapila, the CRO.

SMF filed for bankruptcy reorganization when the lender Wells
Fargo Bank.  The bank is owed $11.2 million, including $8 million
on a revolving credit secured by all assets.


SPECIALTY PRODUCTS: FCR Proposes Resolutions LLC as Consultants
---------------------------------------------------------------
Eric D. Green, the court-appointed Legal Representative for Future
Asbestos-Related Claimants ("FCR") in the Chapter 11 cases of
Specialty Products Holding Corp., et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to retain the
firm Resolutions, LLC, as consultants.

The firm will assist the FCR with the execution of its statutory
duties.

The analyst who will assist the FCR is Michael Robertson.
Mr. Robertson's standard hourly rate is $175.  The executive
assistant who will assist the FCR is Cathy Kern.  Ms. Kern's
hourly rate is $60.

Mr. Robertson will provide assistance to the FCR with alternative
dispute resolution matters and with analyzing and synthesizing the
due diligence and other information provided in the Chapter 11
cases.

To the best of the FCR's knowledge, the firm does not hold or
represent any interest adverse to the Debtors in the matters for
which the firm is to be employed.

The FCR set a hearing on June 18, 2012, at 9:00 a.m. (ET).
Objections, if any, are due May 7, at 4:00 p.m. (ET).

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection on May 31,
2010 (Bankr. D. Del. Case No. 10-11780).  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as
co-counsel.  Logan and Company is the Company's claims and notice
agent.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100,000,001 to $500,000,000.




SPOT MOBILE: Lenders Demand Immediate Payment of $3-Mil. Debt
-------------------------------------------------------------
Spot Mobile International Ltd. received a notice of default from a
third party lender with respect to a Convertible Promissory Note,
dated Feb. 28, 2011, executed by the Company in favor of a third
party lender on May 1, 2012.  Pursuant to the notice of default,
all amounts due under the Convertible Promissory Note were
accelerated due to the Company's failure to make required payments
and the lender demanded full payment of the principal amount of
$500,000 together with all accrued interest thereon.  The notice
states that if full payment is not made within five business days,
the lender would proceed to enforce all of its rights and remedies
under the Convertible Promissory Note.

On May 1, 2012, Spot Mobile Corp, the Company's wholly-owned
subsidiary received a notice of default from a third party lender
with respect to a Secured Promissory Note, dated Sept. 16, 2011,
executed by SMC in favor of the third party lender.  The Secured
Promissory Note evidences a revolving line of credit facility in
the principal amount of up to $3,000,000 and is secured by a lien
on all of the assets of SMC and a pledge of the capital stock of
SMC.  Pursuant to the notice of default, immediate payment of the
outstanding principal amount of $1,345,000 together with all
accrued interest thereon was demanded.  The notice states that if
full payment is not made immediately, the lender would proceed to
enforce all of its rights and remedies under the Secured
Promissory Note and related security documents.

On May 1, 2012, SMC received a notice of default from a third
party with respect to an Assumption Agreement, dated Oct. 29,
2010, pursuant to which SMC assumed indebtedness in the principal
amount of $1,175,000 at an annual rate of interest of 10%.  That
indebtedness is secured by a lien on all of the assets of SMC.
Pursuant to the notice of default, immediate payment of the
outstanding principal amount together with all accrued interest
thereon was demanded.  The notice states that if full payment is
not made immediately, the creditor party would proceed to enforce
all of its rights and remedies under the Assumption Agreement and
related security documents.

                         About Spot Mobile

Spot Mobile, formerly Rapid Link Incorporated --
http://www.rapidlink.com/-- is a telecommunications services
company which, through its wholly owned subsidiary, provides
prepaid telecommunication and transaction based point of sale
activation solutions through 1,000 independent retailers in the
Eastern United States.  The Company also provides long distance
services and plans to expand its product offering to include
mobile and wireless services.

The Company reported a net loss of $4.53 million for the year
ended Oct. 31, 2011, compared with a net loss of
$3.56 million during the prior year.

The Company's balance sheet at Oct. 31, 2011, showed $1.66 million
in total assets, $6.83 million in total liabilities, and a
$5.17 million total shareholders' deficit.

For 2011, GHP Horwath, P.C., in Denver, Colorado, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
reported a net loss of approximately $4,536,000 for the year ended
Oct. 31, 2011, and has a working capital deficiency and
shareholders' deficit of approximately $6,619,000, and
$11,099,000, respectively, at Oct. 31, 2011.


SPRINT NEXTEL: CEO Waives $3.2 Million of Benefits
--------------------------------------------------
Sprint Nextel Corporation and Daniel R. Hesse, President and Chief
Executive Officer of the Company, entered into a letter agreement,
a copy of which is available for free at http://is.gd/HRPdgA

Pursuant to the Letter Agreement, Mr. Hesse agreed to voluntarily
reduce his future compensation.  These voluntary actions regarding
Mr. Hesse's personal compensation, which total $3,250,830, will
eliminate any benefit for Mr. Hesse to the discretionary
adjustment the Compensation Committee made earlier this year, and
will set Mr. Hesse's 2012 incentive compensation target
opportunities at his 2010 levels.

"As you know, the Company has received feedback from some
shareholders relating to the discretionary adjustment the
Compensation Committee made under the incentive plan payouts for
the impact of the iPhone on our financial results.  I do not want,
nor does our Compensation Committee want, to penalize Sprint
employees for the company's investment with Apple, so I will
forego this adjustment to my compensation."

                         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.

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.

                            *     *     *

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.


SUMMIT PLAZA: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Summit Plaza Storage Partners, LLC
        4375 E. Sahara Ave.
        Las Vegas, NV 89104

Bankruptcy Case No.: 12-15402

Chapter 11 Petition Date: May 4, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: Talitha B. Gray, Esq.
                  GORDON & SILVER, LTD.
                  3960 Howard Hughes Pkwy., 9th Floor
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  E-mail: athalrose@gordonsilver.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 eight largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nvb12-15402.pdf

The petition was signed by Daniel J. Elefante, manager.


SUNBELT CRANES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sunbelt Cranes, Construction & Hauling, Inc.
        200 Washington Avenue
        Dravosburg, PA 15034

Bankruptcy Case No.: 12-22338

Chapter 11 Petition Date: May 3, 2012

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Thomas P. Agresti

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  E-mail: rol@lampllaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/pawb12-22338.pdf

The petition was signed by Douglas Hagy, CFO.

Affiliate that previously filed separate Chapter 11 petition:

     Entity          District   Case No.     Petition Date
     ------          --------   --------     -------------
Ray G. Anthony       W.D. Pa.   10-26552        9/14/10


TENET HEALTHCARE: Sells $291.2 Million Senior Notes
---------------------------------------------------
Tenet Healthcare Corporation sold $141,233,000 in aggregate
principal amount of 6.250% Senior Secured Notes due 2018 in a
private placement.  The 2018 Notes have not been registered under
the Securities Act of 1933, as amended, or any state securities
laws.  Tenet will pay interest on the 2018 Notes semi-annually, in
arrears, on May 1 and November 1 of each year, commencing Nov. 1,
2012, to holders of record on the immediately preceding April 15
and October 15.  The 2018 Notes will rank pari passu with Tenet's
previously issued 6.250% Senior Secured Notes due 2018, which were
issued in November 2011, 9.000% Senior Secured Notes due 2015,
which were issued in March 2009, 10% Senior Secured Notes due
2018, which were issued in March 2009, and 8.875% Senior Secured
Notes due 2019, which were issued in June 2009, and similarly will
be guaranteed by and secured by a pledge of the capital stock and
other ownership interests of certain of Tenet's subsidiaries.

In connection with the issuance of the 2018 Notes, Tenet also
entered into an Exchange and Registration Rights Agreement dated
April 30, 2012, with Merrill Lynch, Pierce, Fenner & Smith
Incorporated, which sets forth Tenet's obligations to register the
2018 Notes under the Securities Act if the 2018 Notes have not
become freely tradable on or before May 15, 2013.

On April 30, 2012, Tenet sold $150,000,000 in aggregate principal
amount of 8% Senior Notes due 2020 in a private placement.  The
2020 Notes have not been registered under the Securities Act.
Tenet will pay interest on the 2020 Notes semi-annually, in
arrears, on February 1 and August 1 of each year, commencing
Aug. 1, 2012, to holders of record on the immediately preceding
January 15 and July 15.  The 2020 Notes are unsecured and will
rank equally with all of Tenet's existing and future unsecured
senior debt, will rank senior to all of Tenet's existing and
future unsecured subordinated debt and will be effectively
subordinated to all of Tenet's existing and future secured debt,
to the extent of the value of the collateral securing such secured
indebtedness.

In connection with the issuance of the 2020 Notes, Tenet also
entered into an Exchange and Registration Rights Agreement dated
April 30, 2012, with Merrill Lynch, Pierce, Fenner & Smith
Incorporated.  Pursuant to the 2020 Notes Registration Rights
Agreement, Tenet has agreed to use commercially reasonable efforts
to register with the SEC notes having substantially identical
terms as the 2020 Notes as part of an offer to exchange freely
tradable exchange notes for these notes subject to the terms set
forth in the 2020 Notes Registration Rights Agreement.

The proceeds from the sale of the 2018 Notes and the 2020 Notes
were used, together with cash on hand, to acquire 298,700 shares
of 7.000% Mandatory Convertible Preferred Stock, par value $0.15,
issued by Tenet on Sept. 25, 2009.

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

                        http://is.gd/KdNWdN

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

The Company's balance sheet at Dec. 31, 2011, showed $8.46 billion
in total assets, $6.95 billion in total liabilities, $16 million
in redeemable non-controlling interests in equity of consolidated
subsidiaries, and $1.49 billion in total equity.

                           *     *     *

Standard & Poor's Ratings Services said November 2011 the
corporate credit rating on Tenet is 'B' and the outlook is
stable.  "The rating reflects our view of the company's weak
business risk as the benefits of a fairly sizable portfolio of 49
hospitals are undercut by uncertain reimbursement, significant
uncompensated care, weak patient volume trends and concentration
in certain markets, many of which are competitive. We view Tenet's
financial risk profile as aggressive, even though there has been a
recent reduction in debt to EBITDA to 4.5x. This has contributed
to the generation of free cash flow since last year. (For the
latest complete corporate credit rating rationale, see Standard &
Poor's research report on Tenet published July 20, 2011 on Ratings
Direct)," S&P related.

Moody's Investors Service said in November 2011 that Tenet's 'B2'
Corporate Family Rating remains constrained by Moody's expectation
of modest free cash flow generation and continued high geographic
concentration.  Furthermore, industry challenges like high bad
debt expense, weak volume trends and changes in mix as commercial
volumes decline, will likely challenge organic growth.  However,
the rating also incorporates Moody's expectation that the company
will continue to see improvements in operating performance, driven
by cost savings initiatives and benefits from capital investment.


TOUVE LIMITED: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Touve, Limited Liability Company
        848 North Rainbow Blvd., Suite 2662
        Las Vegas, NV 89107

Bankruptcy Case No.: 12-15337

Chapter 11 Petition Date: May 3, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce T. Beesley

Debtor's Counsel: Steven J. Szostek, Esq.
                  STEVEN J. SZOSTEK, LTD
                  2001 Oak River Street
                  Las Vegas, NV 89134
                  Tel: (702) 325-6224
                  E-mail: szostek@cox.net

Scheduled Assets: $9,601,363

Scheduled Liabilities: $7,811,877

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nvb12-15337.pdf

The petition was signed by Condor NV, Inc., operating manager


TRAFFIC CONTROL: Final DIP, Cash Use Hearing on Wednesday
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted an
interim order with respect to Traffic Control and Safety
Corporation, et al.'s motion to:

   -- obtain up to $12.5 million under a senior secured
      superpriority debtor-in-possession priming credit agreement
      dated April 19, 2012, with Fifth Street Finance Corp., as
      lender and administrative agent for the DIP lenders,
      provided than not more than $3 million may be borrowed prior
      to the entry of the final order; and

   -- use cash collateral of the first lien and second lien
      lenders.

The Debtors would use the financing and the cash collateral to
fund the administration of the Debtors' estate and continued
operation of their business.

All revolving loans will bear interest at LIBOR plus 12% per
annum.

The DIP loan will mature and be paid in full in cash on the
maturity date (the earliest to occur of (i) six months after the
closing date, (ii) the Effective Date of the Debtors'
reorganization plan, or (iii) the closing of the sale.

As adequate protection from diminution in value of the lender's
collateral, the Debtor will grant the prepetition secured lenders
replacement lien on their assets, a superpriority administrative
expense claim status, subject to carve out on certain fees and
expenses.

A final hearing on the request has been set for May 9, 2012, at
1:30 p.m. Eastern Time.

                 About Traffic Control and Safety

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

No creditors committee has been appointed in the Debtors' cases.


TRAFFIC CONTROL: Taps Young Conaway as Bankruptcy Co-Counsel
------------------------------------------------------------
Traffic Control and Safety Corporation, et al., ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Young Conaway Stargatt & Taylor, LLP as bankruptcy co-
counsel.

The principal attorneys and paralegal designated to represent the
Debtors and their hourly rates are:

         Michael R. Nestor, partner              $650
         Kara Hammond coyle, associate           $410
         Morgan L. Seward, Associate             $295
         Troy Bollman, paralegal                 $150

Young Conaway was retained by the Debtors pursuant to an
engagement agreement dated March 14, 2012.  Young Conaway received
a $50,000 retainer.  A portion of the retainer has been applied to
outstanding balances existing as of the Petition Date.  The
remainder will constitute a general retainer for postpetition
services and expenses.

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

A hearing for May 9, 2012, 1:30 p.m. (ET), has been set.

                 About Traffic Control and Safety

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.


TRAFFIC CONTROL: Marwit Capital Sues Fifth Street Finance
---------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that Newport
Beach, Calif., private equity firm Marwit Capital Partners is
suing Fifth Street Finance Corp., Traffic Control and Safety
Corp.'s lender and stalking-horse bidder in its Chapter 11 case,
alleging that Fifth Street is unlawfully trying to usurp Marwit's
ownership of Traffic Control and is covering up fraud at one of
Traffic Control's branches.

                 About Traffic Control and Safety

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.


TRAVELPORT LLC: Moody's Affirms 'Caa1' CFR; Outlook Negative
------------------------------------------------------------
Moody's Investors Service has affirmed the Caa1 corporate family
rating (CFR) and probability of default rating (PDR) of Travelport
LLC. Concurrently, Moody's has affirmed the B1 rating on the
group's senior secured term loans and the Caa2 and Caa3 ratings on
the unsecured senior and subordinated notes, respectively. Moody's
has also assigned a provisional (P)Caa1 rating (LGD4) to
Travelport's new US$175 million junior priority secured term loan.
The outlook is changed to negative from stable.

Moody's issues provisional instrument ratings in advance of the
final sale of securities and these ratings reflect Moody's
preliminary credit opinion regarding the transaction only. Upon a
conclusive review of the final documentation, Moody's will
endeavour to assign a definitive rating to the notes. A definitive
rating may differ from a provisional rating.

Ratings Rationale

The change in outlook to negative reflects Moody's view that
Travelport's earnings are likely to deteriorate further in 2012.
In its FY2011 results, the company revised upwards the expected
negative impact on its EBITDA from the loss of a contract with
United Airlines to between US$60-70 million in 2012 (from US$40-
US$60 million previously). Moody's believes this is likely to
weaken Travelport's adjusted leverage metric, as well as reduce
headroom under its covenants during the year. As of FYE2011,
Travelport's leverage, as adjusted by Moody's, was in excess of
8.0x based on statutory accounts; although closer to 7.3x if
litigation costs in 2011 are excluded.

At the same time, Travelport has announced that it intends to
issue a new term loan maturing in 2015 at Travelport LLC of US$175
million, in order to refinance US$161 million in existing term
loans maturing in August 2013 and related transaction costs.
Moody's believes that this transaction is beneficial for the
group's liquidity profile insofar as it extends certain debt
maturities.

Under the refinancing, the required total leverage and first lien
leverage covenant levels will be maintained at 8.0x and 4.0x
respectively in 2012, while a new junior priority lien leverage
covenant is to be set at 4.95x. In addition, Travelport's
revolving credit facility (RCF) of US$118 million, maturing in
August 2013, will be partially extended to May 2015. On the
assumption that these transactions are completed successfully, the
group's only remaining near-term debt maturities would include a
US$63 million RCF maturing in August 2012 (of which US$12 million
was drawn at fiscal year ended December 2011), with no other debt
maturities in 2013.

The (P)Caa1 rating on the proposed new term loan maturing in
November 2015 reflects its ranking in Travelport's revised capital
structure. The loan has security on the same collateral as the
first and second lien obligations, but would rank behind the first
lien and ahead of the second lien in the event of insolvency.

Travelport's Caa1 CFR continues to reflect its leading position as
a GDS provider, and among the top three globally, alongside
Amadeus (rated Baa3, stable outlook) and Sabre (rated B2, stable
outlook). The ratings are nevertheless constrained by the
company's high leverage, following a refinancing of the PIK notes
at the holding company level with debt at the operating entity in
October 2011; as well as the recent weakening trend in earnings.

The negative outlook reflects Moody's view that the negative trend
in earnings is expected to persist in 2012 due mainly to the loss
of a hosting agreement with United Airlines as it integrates its
reservations systems with Continental Airlines.

What Could Change The Rating Up/Down

In light of the action, there is no upward pressure on the rating
at this point. However, the outlook could be stabilized if the
group's gross adjusted leverage were to trend back towards 7.0x,
although Moody's does not expect this to occur in the current
year. Conversely, negative pressure would likely be exerted on the
rating if there were no improvement in earnings in 2013. Failure
to evidence a path for reducing leverage from the currently
expected peak in 2012 would also put negative pressure on the
rating. Finally, negative pressure could also result if concerns
were to develop about Travelport's near-term liquidity. Given the
group's lack of near-term debt maturities, concerns about
liquidity would likely arise as a result of a lack of covenant
headroom on the company's loans.

Principal Methodology

The principal methodology used in rating Travelport LLC was the
Global Business & Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Atlanta, Georgia, Travelport is a leading
provider of transaction processing services to the travel industry
through its global distribution system (GDS) business, which
includes the group's airline information technology solutions
business. During FYE2011, the group reported revenues and adjusted
EBITDA of US$2 billion and US$507 million, respectively.


TRIDENT MICROSYSTEMS: Pete Mangan Resigns as CFO
------------------------------------------------
Pete J. Mangan resigned from his position as the Chief Financial
Officer of Trident Microsystems, Inc., effective as of May 25,
2012.  Mr. Mangan's resignation was not related to any
disagreement or dispute with the Company's management or the
members of the Board of Directors of the Company.

The Company and the Board acknowledged Mr. Mangan's commitment,
dedication and thoughtful service to the Company, and their deep
appreciation of his contribution to the Company during his tenure
as Chief Financial Officer of the Company.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.


U.S. EAGLE: Aqua Science OK'd as Environmental Consultants
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized U.S. Eagle Corporation, et al., to employ Aqua Science
Engineers, Inc., as environmental consultants.

                         About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.  The Committee retained Eisneramper LLP
as its accountant and financial advisor.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


U.S. EAGLE: Has Until June 29 to Decide on Unexpired Leases
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
until June 29, 2012, U.S. Eagle Corporation, et al.'s time to
assume or reject three unexpired leases of non-residential real
property.

                         About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.  The Committee retained Eisneramper LLP
as its accountant and financial advisor.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


U.S. EAGLE: Lee & Associates OK'd as Fullerton Property Broker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized U.S. Eagle Corporation, et al., to employ Lee &
Associates as real estate broker for the Fullerton Property.

As reported in the Troubled Company Reporter on March 28, 2012,
the Debtor relate that pursuant to the order employing Hilco Real
Estate, LLC as their real estate broker for the sale of the
Debtors' properties located in Riverside, California, Lee was
approved to serve as the sublisting broker.

Lee's primary responsibilities as Fullerton Property broker are:

   a) take the necessary steps to list and market the Fullerton
     Property in a manner to maximize the value thereof;

  b) facilitate the dissemination of information to interested
     parties with respect to the Fullerton Property;

  c) assist the Debtors with the sale process; and

  d) take any other acts to prepare for, conduct and effectuate
     the sale of the Fullerton Property and to ensure the highest
     possible price(s) or best offer(s) for the Fullerton
     Property.

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

                         About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.  The Committee retained Eisneramper LLP
as its accountant and financial advisor.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


U.S. EAGLE: Plan Outline Hearing Continued Until May 22
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey continued
until May 22, 2012, at 10:00 a.m., the hearing to consider
adequacy of the Disclosure Statement explaining U.S. Eagle
Corporation, et al.'s proposed Chapter 11 Plan.

Comerica Bank has objected to the approval of the First
Amended Disclosure Statement for the Debtors' Plan of
Reorganization dated as of March 5, 2012.

According to Comerica, (i) the Disclosure Statement falsely stated
that Comerica is unimpaired; (ii) the Disclosure Statement falsely
implied that Comerica's claim is subject to objection; and the
Debtors' Plan is not confirmable.

As reported in the Troubled Company Reporter on March 28, 2012,
according to the First Amended Disclosure Statement, the Plan
provides that holders of Allowed Claims and Interests in Classes
1, 2, 3A, 3B, 3C, 3D, 3E, and 4 will be satisfied in full and are
not entitled to vote on the Plan because Holders of Claims in
those classes are unimpaired, and conclusively presumed to accept
the Plan.  Allowed Administrative Claims and Priority Tax Claims
are unimpaired and are not classified under the Plan.  The
acceptance of the Plan by Holders of these Claims is not required
and the Debtors are not soliciting their votes.

All Cash necessary for the Reorganized Debtors to make payments
required by this Plan shall be obtained from (a) existing Cash
balances, (b) the operations of the Debtors or Reorganized
Debtors, and (c) proceeds from the sale of certain assets.

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

                         About U.S. Eagle

U.S. Eagle filed for Chapter 11 protection (Bankr. D. N.J. Case
No. 11-10392) on Jan. 6, 2011.  Samuel Jason Teele, Esq., at
Lowenstein Sandler PC, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Affiliates U.S. Eagle Litho, Inc. (Bankr. D. N.J. Case No. 11-
10401), Eagle One Golf Products, Inc. (Bankr. D. N.J. Case No. 11-
10397), Julius Realty Corporation (Bankr. D. N.J. Case No. 11-
10393), Traffic Control Service, Inc., An Arizona Corporation
(Bankr. D. N.J. Case No. 11-10398), Traffic Control Service, Inc.,
A California Corporation (Bankr. D. N.J. Case No. 11-10403), and
Traffic Control Service, Inc., A Nevada Corporation (Bankr. D.
N.J. Case No. 11-10392) filed separate Chapter 11 petitions on
Jan. 6, 2011.

Three Twenty One Capital Partners, LLC serves as exclusive agent
for the Debtors.

On Feb. 22, 2011, the U.S. Trustee appointed an Official Committee
of Unsecured Creditors.  Porzio, Bromberg & Newman, P.C.,
represents the Committee.  The Committee retained Eisneramper LLP
as its accountant and financial advisor.

No trustee or examiner has been requested or appointed in the
Chapter 11 cases.


UNITED CONTINENTAL: Has $286-Mil. Net Loss in First Quarter
-----------------------------------------------------------
United Continental Holdings, Inc. reported in April a first-
quarter 2012 net loss of $286 million or $0.87 loss per share,
excluding $162 million of net special charges consisting
primarily of integration-related costs.  Including special
charges, UAL reported a first-quarter 2012 net loss of $448
million or $1.36 loss per share.

* UAL first-quarter consolidated passenger revenue increased
   5.5% year-over-year.  First-quarter consolidated
   passenger revenue per available seat mile (PRASM) increased
   5.2% compared to the same period in 2011.

* First-quarter consolidated fuel expense increased 20.8%,
   or $557 million, year-over-year.

* Consolidated unit costs (CASM) holding fuel rate and profit
   sharing constant and excluding special charges and third-
   party business expense for first-quarter 2012 increased 0.6%
   year-over-year.  First quarter consolidated CASM increased 8.3%
   year-over-year.

* UAL ended the first quarter with $7.8 billion in unrestricted
   liquidity.

* UAL converted to a single passenger service system, a single
   Web site and a single loyalty program on March 3, 2012.

"This was a difficult quarter, but we made significant progress
with our integration and we're now able to serve our customers as
a single airline," said Jeff Smisek, UAL's president and chief
executive officer.  "I want to recognize my co-workers for their
hard work during a challenging time, and thank our customers for
their continuing support.  We are now on the steep back slope of
our integration and can look forward to delivering more benefits
from the merger in the remainder of the year."

           First-Quarter Revenue and Capacity

For the first quarter of 2012, total revenue was $8.6 billion, an
increase of 4.9% year-over-year.  First-quarter consolidated
passenger revenue rose 5.5% to $7.5 billion, compared to the same
period in 2011.

Consolidated revenue passenger miles (RPMs) and consolidated
capacity (available seat miles) for the first quarter of 2012
both increased 0.3% year-over-year, resulting in a first-
quarter consolidated load factor of 78.1%.

Consolidated yield for the first quarter of 2012 increased 5.2
percent year-over-year. First-quarter 2012 consolidated PRASM
increased 5.2% compared to the same period in 2011.

Mainline RPMs in the first quarter of 2012 decreased 0.2%
on a mainline capacity increase of 0.2% year-over-year,
resulting in a first-quarter mainline load factor of 78.5
percent.  Mainline yield for the first quarter of 2012 increased
4.5% compared to the same period in 2011.  First-quarter
2012 mainline PRASM increased 4.1% year-over-year.

"Our revenue results were negatively impacted by the integration
of our revenue management and booking systems, which included
reducing our booking levels so we could better serve our
customers during the reservations conversion," said Jim Compton,
UAL's executive vice president and chief revenue officer.  "We
look forward to leveraging our new systems and world-class
network to improve revenue results for the remainder of the
year."

Passenger revenue for the first quarter of 2012 and period-to-
period comparisons of related statistics for UAL's mainline and
regional operations are:

                              Passenger
                  1Q 2012     Revenue   PRASM    Yield   ASMs
                  Passenger   vs. Pro   vs. Pro  vs. Pro vs. Pro
                  Revenue     1Q        Forma    Forma   Forma
Geographic Area  (millions)  2011      1Q 2011  1Q 2011 1Q 2011
---------------  ----------  --------- -------  ------  -------
Domestic           $2,940       1.4%      4.5%    3.3%    (3.0%)
Atlantic            1,189       6.2%      5.3%    6.0%     0.8%
Pacific             1,099       5.8%     (0.2%)   4.1%     6.1%
Latin America         726      11.7%      7.0%    6.9%     4.4%
                  ----------  --------- -------  ------ -------
International      $3,014       7.3%      3.8%    5.6%     3.4%

Mainline           $5,954       4.3%      4.1%    4.5%     0.2%
Regional            1,554      10.2%      9.1%    6.1%     1.0%
                  ----------  --------- -------  ------ -------
Consolidated       $7,508       5.5%      5.2%    5.2%     0.3%

    Cargo and other revenue in the first quarter of 2012 increased
0.8%, or $9 million, year-over-year.

                    First-Quarter Costs

Total operating expenses, including special charges, increased
$705 million, or 8.6%, in the first quarter compared to the same
period of 2011, including a $557 million increase in fuel costs
year-over-year.  First-quarter 2012 operating expenses, excluding
fuel, profit sharing, third-party business expense and special
charges, increased $54 million, or 1.0%, year-over-year.  Third-
party business expense was $65 million in the first quarter.

Consolidated CASM, excluding special charges and third-party
business expense, increased 7.3% and mainline CASM, excluding
special charges and third-party business expense, increased 7.4%
in the first quarter of 2012 compared to the same period of 2011.
First-quarter consolidated and mainline CASM, including special
charges, increased 8.3% and 8.7% year-over-year, respectively.

In the first quarter, consolidated and mainline CASM, excluding
special charges and third-party business expense and holding fuel
rate and profit sharing constant, increased 0.6% and 0.1%,
respectively, compared to the results for the same period of 2011.

"I want to thank my co-workers for their efforts to control costs
in a challenging economic environment with significant integration
hurdles," said John Rainey, UAL's executive vice president and
chief financial officer.  "We have tremendous assets at United --
most notably, our people -- which will help us achieve our goal of
sustained and sufficient profitability."

           First-Quarter Liquidity and Cash Flow

UAL ended the first quarter with $7.8 billion in unrestricted
liquidity, comprised of $7.3 billion of cash, cash equivalents and
short-term investments and $500 million of undrawn commitments
under a revolving credit facility.  During the first quarter, the
company generated $124 million of operating cash flow and had
gross capital expenditures of $403 million.  The company made debt
and net capital lease payments of $502 million including $92
million of prepayments in the first quarter.

              Passenger Service System Cutover

On March 3, United converted to one passenger service system in
the single largest technology conversion in aviation history. On
the same day, United also launched a single Web site, united.com,
introduced a single loyalty program, MileagePlus, and made
numerous policy and procedure changes to become a single airline
for its customers.  The conversion required 1.7 million hours of
training, migrating more than 17 million passenger records and 32
million MileagePlus accounts, and upgrading more than 12,000
workstations.  As a result of the systems conversion, United has
much greater flexibility to deploy aircraft on routes best suited
to their capabilities and every customer service agent can help
every customer, providing more consistent service across the
network.

           Notable First-Quarter 2012 Accomplishments

* United recorded U.S. Department of Transportation domestic
   on-time arrival rate of 80.1% and a system completion
   factor of 99.1% for the quarter.  For international
   flights, United recorded an on-time arrival rate of 74.2%.
   The on-time arrival rates are based on flights arriving within
   14 minutes of scheduled arrival time.

* The company achieved a tentative agreement with United flight
   attendants, which they subsequently ratified.  Passenger
   service employees chose to be represented by a union, and the
   company and the union will now begin joint negotiations.  The
   company and its pilots' master executive councils agreed to
   an extension of the transition and process agreement
   originally reached prior to the completion of the merger.

* UAL raised $892 million of debt through the issuance of
   enhanced equipment trust certificates at an average interest
   rate of 4.37%, the lowest average rate in history for
   this type of security.  The debt is being used to finance the
   acquisition of four new Boeing 787-8 and 14 new Boeing 787-
   900ER aircraft and to refinance the debt relating to three
   Boeing 787-900ER aircraft currently in the company's fleet.

* United announced new service from its Newark hub to Istanbul,
   Turkey and from Chicago to Sarasota, Fla. and from Denver to
   Fairbanks, Alaska.  The company also announced service from
   San Francisco to Washington Reagan; and from Washington
   Dulles to Honolulu.

* The company paid $265 million in 2011 profit-sharing to co-
   workers, who also earned cash incentive payments for on-time
   performance totaling more than $8 million during the quarter.

* FORTUNE magazine named United Airlines the most admired
   airline on its annual airline-industry list of the World's
   Most Admired Companies.

* United and Chase launched the premium MileagePlus Club co-
   brand card in March, building on the strong performance from
   the MileagePlus Explorer card launched last July.  The
   company also introduced the MileagePlus Gift Card Exchange, a
   program that enables members to convert the remaining value
   of unused or partially used retail gift cards into award
   miles.

* United has Economy Plus Seating on 75% of its entire
   mainline fleet, including on all long-haul international
   Boeing 757-200 aircraft.

* The company inducted three Next Generation Boeing 737-900ER
   narrowbody aircraft into its fleet and continued to retire
   older, less-efficient models including three Boeing 737-500
   aircraft.

* The company continued to install flat-bed seats in first and
   business class on its international fleet, and now has the
   new seats on 144 aircraft, more than any other U.S. carrier.

* United broke ground on the first phase of a three-phase
   redevelopment project at Houston's George Bush
   Intercontinental Airport.

              First Quarter Special Charges

On April 19, 2012, United Continental Holdings, Inc. disclosed
that it expects to record special charges of $162 million during
the first quarter of 2012.  Details are as set forth:

                                        Three Months Ended
                                        March 31, 2012
                                        ------------------
Integration-related costs                     $134,000,000
Voluntary severance and benefits                49,000,000
Gains on sale of assets and other
special charges, net                          (19,000,000)
                                        ------------------
Subtotal special charges                       164,000,000

Income tax benefit                              (2,000,000)
                                        ------------------
Total special charges, net of income
taxes                                        $162,000,000
                                        ==================

Integration-related costs: Integration-related costs include
compensation costs related to systems integration and training,
costs to repaint aircraft and other branding activities, costs to
write-off or accelerate depreciation on systems and facilities
that are no longer used or planned to be used for significantly
shorter periods, relocation costs for employees and severance
primarily associated with administrative headcount reductions.

Voluntary severance and benefits: The company recorded $49
million associated with two voluntary employee programs.  In one
program, approximately 400 mechanics offered to retire early in
exchange for a cash severance payment that was based on the
number of years of service each employee had accumulated. The
other program is a voluntary company-offered leave of absence
that approximately 1,800 flight attendants accepted, which allows
for continued medical coverage during the leave of absence
period.

Gains on sale of assets and other special charges, net: The
company sold six aircraft and its interest in a crew hotel in
Hawaii during the first quarter of 2012.  The company also
recorded an impairment charge on an intangible asset related to
take-off and landing slots to reflect the discontinuance of one
of the frequencies on an international route.  The company also
made adjustments to certain legal reserves.

United Continental filed with the U.S. Securities and Exchange
Commission on April 27, 2012, its quarterly report on Form 10-Q
for the period ended March 31, 2012.

A copy of the Form 10-Q filing is accessible for free at:
http://is.gd/B6SLaE

United Continental Holdings, Inc.'s consolidated Balance Sheet at
March 31, 2012, showed total assets of $38.199 billion against
current liabilities of $12.486 billion, long-term debt of $10.408
billion, long-term obligations under capital leases of $888
million and Other liabilities and deferred credits of $12.907
billion.

United Air Lines, Inc.'s Consolidated Balance Sheet at March 31,
2012, showed total assets of $21.779 billion against current
liabilities of $9.820 billion, long-term debt of $4.987 billion,
long-term obligations under capital leases of $711 million, and
other liabilities and deferred credits of $8.509 billion.

Reuters reported that United Continental's $448 million quarterly
loss can be attributed to high fuel costs and problems in
integrating some operations of United and Continental.
Nevertheless, the loss posted by United Continental was smaller
than expected, the report said.

Reuters noted that United Continental's net loss of $448 million
or $1.36 a share is higher compared to the company's loss of $213
million or 65 cents in the first quarter of 2011.

Excluding $162 million of net special charges, United Continental
posted a loss of 87 cents, compared with a loss of $1.04 a share
as forecasted by Wall Street consensus, according to Thomson
Reuters.

United Continental has acknowledged in a statement that its
revenue results were negatively impacted by the integration of
its revenue management and booking systems.  Notably, the
inventory management system integration left unsold seats in some
flights in December, resulting in lost revenue, Reuters stated.
The company also adopted Continental's reservation systems, which
set off computer glitches that resulted to flight delays, faulty
kiosks and jammed phone lines, the report added.

In early March, United Airlines converted from two reservations
systems to one by moving millions of reservations records into a
new reservations platform.  The conversion is a key step in
completing the United-Continental merger, as it enables the new
United to serve all customers on the combined network from a
single computer reservations platform, according to a company
statement.  In addition, United now has a single Web site
(united.com) and a single frequent flyer program (MileagePlus)
for its worldwide customers.

Despite some issues related to the conversion, Mr. Smisek said
that United airplanes all over the world are getting passengers
to their destinations, and since the conversion, the airline has
flown some 18 million people, according to a separate Chicago
Tribune report.  While some problems were system glitches, Mr.
Smisek said that others were simply gaps in functionality between
the old and new systems that they are going to fix soon, the
report relayed.  Ultimately, the Web site and customer service
will be better than before, Mr. Smisek stated.

As of March 5, the airline has added 600 additional reservations
agents worldwide to assist with calls during the transition.  The
company is taking further steps to reduce call volume.

In an aviation conference held on March 13, 2012, Mr. Smisek said
that the Company is focused on strengthening the balance sheet
with a 2012 interest expense expected to be $200 million lower
than 2010.  The CEO also said that the Company is investing in a
fuel efficient fleet and noted that fleet variety provides
flexibility to the carrier.

A copy of the Company's slide presentation at the 2012 J.P.
Morgan Aviation, Transportation and Defense Conference is
accessible for free at: http://is.gd/ClKtjE

                        Investor Update

United Continental filed with the U.S. Securities and Exchange
Commission on March 29, 2012, an investor update providing
forward-looking information for the first quarter and
full year 2012, a copy of which is accessible for free at:
http://is.gd/m3aBpD

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/-- is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, the airlines operate a total of 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.

UAL and its affiliates including United Airlines filed for Chapter
11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec. 9, 2002.
Kirkland & Ellis represented the Debtors in their restructuring
efforts.  Sonnenschein Nath & Rosenthal LLP, nka SNR Denton,
represented the Official Committee of Unsecured Creditors.  Judge
Eugene R. Wedoff confirmed a reorganization plan for UAL on Jan.
20, 2006.  The Company emerged from bankruptcy on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNITED CONTINENTAL: Gives Second Quarter Projections
----------------------------------------------------
United Continental Holdings, Inc., filed with the U.S. Securities
and Exchange Commission on April 26, 2012, an investor update
providing forward-looking information for the second quarter and
full year 2012.

                        Capacity

The Company estimates its second quarter 2012 consolidated system
available seat miles to decrease between 0.3% and 1.3% as
compared to the same period in the prior year.  The Company
estimates its second quarter 2012 consolidated domestic ASMs to
decrease between 1.1% and 2.1% and consolidated international
ASMs to be down 0.3% to up 0.7% year-over-year.  For the full
year, the Company estimates its consolidated system ASMs to
decrease between 0.5% and 1.5% year-over-year.

                 Non-Fuel Expense Guidance

The Company expects second quarter consolidated cost per ASM,
excluding profit sharing, third-party business expense, fuel,
certain accounting charges and integration-related expenses, to
increase 3.0% to 4.0% year-over-year.  For the full year, the
Company expects CASM, excluding profit sharing, third-party
business expense, fuel, certain accounting charges and
integration-related expenses, to increase 2.5% to 3.5% year-over-
year.

In an effort to provide more meaningful disclosure, the Company
provides non-fuel CASM guidance excluding third-party business
expenses not associated with the generation of a seat mile.  The
Company's third-party business includes activities such as
maintenance, ground handling and catering services for third
parties, fuel sales and non-air mileage redemptions.  The Company
expects to record approximately $70 million of third-party
business expenses in the second quarter and $330 million for the
full year.  Corresponding third-party business revenue associated
with these activities is recorded in other revenue.

                        Fuel Expense

The Company estimates its consolidated fuel price, including the
impact of cash settled hedges, to be $3.44 per gallon for the
second quarter and $3.40 for the full year based on the forward
curve as of April 18, 2012.

                    Non-Operating Expense

The Company estimates second quarter non-operating expense to be
between $190 million and $210 million.  For the full year, the
Company estimates non-operating expense to be between $735
million and $775 million.  Non-operating expense includes
interest expense, capitalized interest, interest income and other
non-operating income/expense.

        Profit Sharing and Share-Based Compensation

The Company pays 15% of total GAAP pre-tax earnings, excluding
special items and share-based compensation program expense, as
profit sharing to employees when pre-tax profit, excluding
special items, profit sharing expense and share-based
compensation program expense, exceeds $10 million.  Share-based
compensation expense for the purposes of the profit sharing
calculation is estimated to be $20 million year-to-date through
the second quarter of 2012 and $36 million for the full year.

              Capital Expenditures and Scheduled Debt
                    and Capital Lease Payments

In the second quarter, the Company expects approximately $510
million of gross capital expenditures and $290 million of net
capital expenditures, excluding net purchase deposit refunds of
$2 million.  For the full year, excluding $57 million of net
purchase deposit refunds, the Company expects approximately $2.35
billion of gross capital expenditures and $1.25 billion net
capital expenditures.

The Company estimates scheduled debt and capital lease payments
for the second quarter to be $0.2 billion.  For the full year,
the Company estimates scheduled debt and capital leases to be
$1.3 billion.

                Pension Expense and Contributions

The Company estimates that its pension expense will be
approximately $160 million for 2012.  This amount excludes non-
cash settlement charges related to lump-sum distributions.  The
Company made $42 million of cash contributions to its tax-
qualified defined benefit pension plans in April.  The Company's
remaining minimum funding requirement is approximately $103
million for 2012.

                            Taxes

The Company currently expects to record minimal cash income taxes
in 2012.

                  Advance Booked Seat Factor
        (Percentage of Available Seats that are Sold)

Compared to the same period last year, for the next six weeks,
mainline domestic advance booked seat factor is up 3.5 points,
mainline international advance booked seat factor is up 1.7
points, mainline Atlantic advance booked seat factor is up 0.1
points, mainline Pacific advance booked seat factor is up 2.9
points and mainline Latin America advance booked seat factor is
up 2.6 points.  Regional advance booked seat factor is up 4.3
points.

                       Fuel Price Sensitivity

The Company's estimated settled hedge impacts at various crude
oil prices, based on the hedge portfolio as of April 18, 2012, as
set forth:

                  Cash Settled
Crude Oil Price  Hedge Impact   1Q12   2Q12   3Q12   4Q12   FY12
---------------  ------------   ----   ----   ----   ----   ----
$140 per Barrel  Fuel Price
                  Excluding
                  Hedge ($/gal) $3.31  $4.29  $4.25  $4.22  $4.02

                  Increase/
                 (Decrease) to
                  Fuel Expense
                 ($/gal)        $0.03 ($0.25)($0.26)($0.19)($0.17)

$130 per Barrel  Fuel Price
                  Excluding
                  Hedge
                 ($/gal)        $3.31  $4.05  $4.02  $3.98  $3.84

                  Increase/
                 (Decrease) to
                  Fuel Expense
                 ($/gal)        $0.03 ($0.16)($0.17)($0.10)($0.10)

$120 per Barrel  Fuel Price
                 Excluding
                 Hedge
                ($/gal)         $3.31  $3.81  $3.78  $3.74  $3.66

                 Increase/
                (Decrease) to
                 Fuel Expense
                ($/gal)         $0.03 ($0.07)($0.09)($0.04)($0.04)

$110 per Barrel  Fuel Price
                 Excluding
                 Hedge
                ($/gal)         $3.31  $3.58  $3.54  $3.51  $3.48

                 Increase/
                (Decrease) to
                 Fuel Expense
                ($/gal)         $0.03  $0.02 ($0.00) $0.01  $0.01

$102.67 per      Fuel Price
Barrel           Excluding
                 Hedge
                ($/gal)         $3.31  $3.40  $3.36  $3.33  $3.35

                 Increase/
                (Decrease) to
                 Fuel Expense
                ($/gal)         $0.03  $0.04  $0.04  $0.06  $0.04

$100 per Barrel  Fuel Price
                 Excluding Hedge
                ($/gal)         $3.31  $3.34  $3.30  $3.27  $3.30

                 Increase/
                (Decrease) to
                 Fuel Expense
                ($/gal)         $0.03  $0.06  $0.04  $0.03  $0.04

$90 per Barrel   Fuel Price
                 Excluding
                 Hedge
                ($/gal)         $3.31  $3.10  $3.06  $3.03  $3.12

                 Increase/
                (Decrease) to
                 Fuel Expense
                ($/gal)         $0.03  $0.06  $0.04  $0.03  $0.04

$80 per Barrel   Fuel Price
                 Excluding
                 Hedge
                ($/gal)         $3.31  $2.62  $2.59  $2.55  $2.76

                 Increase/
                (Decrease) to
                 Fuel Expense
                ($/gal)         $0.03  $0.06  $0.04  $0.05  $0.05

$70 per Barrel   Fuel Price
                 Excluding
                 Hedge
                ($/gal)         $3.31  $2.62  $2.59  $2.55  $2.76

                 Increase/
                (Decrease) to
                 Fuel Expense
                ($/gal)         $0.03  $0.10  $0.07  $0.10  $0.08

$60 per Barrel   Fuel Price
                 Excluding
                 Hedge
                ($/gal)         $3.31  $2.38  $2.35  $2.32  $2.58

                 Increase/
                (Decrease) to
                 Fuel Expense
                ($/gal)         $0.03  $0.16  $0.16  $0.18  $0.13

A full-text copy of the April 26 Investor Update is accessible
for free at http://is.gd/ze8ZFO

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/-- is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, the airlines operate a total of 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.

UAL and its affiliates including United Airlines filed for Chapter
11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec. 9, 2002.
Kirkland & Ellis represented the Debtors in their restructuring
efforts.  Sonnenschein Nath & Rosenthal LLP, nka SNR Denton,
represented the Official Committee of Unsecured Creditors.  Judge
Eugene R. Wedoff confirmed a reorganization plan for UAL on Jan.
20, 2006.  The Company emerged from bankruptcy on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNITED CONTINENTAL: To Hold Annual Meeting on June 12
-----------------------------------------------------
United Continental Holdings, Inc. filed with the U.S. Securities
and Exchange Commission on April 27, 2012, a proxy statement
regarding its 2012 annual meeting of stockholders, which will be
held on June 12, 2011, 9:00 a.m., at Crowne Plaza Hotel, located
at 1605 Broadway, in New York.

At the meeting, shareholders will be asked to:

(a) elect members of the board of directors, including:

  * 11 directors, to be elected by holders of Common Stock;

  * an Air Line Pilots Association, International director,
    to be elected by the holder of Class Pilot MEC Junior
    Preferred Stock; and

  * an International Association of Machinists and
    Aerospace Workers director, to be elected by the holder
    of Class IAM Junior Preferred Stock.

(b) ratify the appointment of Ernst & Young LLP as the
    independent registered public accountants for 2012;

(c) cast an advisory vote on a resolution approving the
    compensation of the Company's executive officers; and

(d) vote on any other matters that may be properly brought
    before the meeting.

Individuals who hold United Continental shares at the close of
business on April 16, 2011, are entitled to vote.

                  Board of Directors Nominees

Brett J. Hart, executive vice president, general counsel and
secretary of United Continental, related that each board of
director nominee has served continuously as a director since the
date of his or her first election or appointment:

(1) Carolyn Corvi
(2) Jane C. Garvey
(3) Walter Isaacson
(4) Henry L. Meyer III
(5) Oscar Munoz
(6) Laurence E. Simmons
(7) Jeffery A. Smisek
(8) Glenn F. Tilton
(9) David J. Vitale
(10) John H. Walker
(11) Charles A. Yamarone

If a nominee unexpectedly becomes unavailable before election,
proxies from the holders of Common Stock may be voted for another
person designated by the Board or the appropriate Board Committee
as required by the Company's Amended and Restated Certificate of
Incorporation.

One ALPA director is to be elected by the United Airlines Pilots
Master Executive Council of the ALPA, the holder of Class Pilot
MEC Junior Preferred Stock.  The ALPA-MEC has nominated and
intends to re-elect James J. Heppner as the ALPA director.

Moreover, one IAM director is to be elected by the International
Association of Machinists and Aerospace Workers, the holder of
Class IAM Junior Preferred Stock.  The IAM has nominated and
intends to re-elect Stephen R. Canale as the IAM director.

                Ratification of Ernst & Young

The Audit Committee has approved the appointment of Ernst & Young
LLP, subject to the ratification by the stockholders, as United
Continental's new independent auditors for the fiscal year 2012.

It is anticipated that representatives of Ernst & Young will be
present at the Annual Meeting and will have the opportunity to
make a statement, if they desire to do so, and will be available
to respond to appropriate questions from those attending the
Annual Meeting.

                Advisory Vote on Compensation
                       of Executives

This proposal, commonly known as a "say-on-pay" proposal, gives
United Continental's stockholders the opportunity to endorse or
not endorse the Company's executive compensation programs.
The stockholders are specifically asked to vote on the resolution
that the stockholders approve the compensation of the named
executive officers of United Continental, as disclosed in the
proxy statement for the 2012 Annual Meeting, including the
compensation discussion and analysis, the compensation tables,
the accompanying footnotes, and the related disclosure contained
therein.

Because this vote is advisory, it will not be binding upon the
Board.  However, the Compensation Committee will take into
account the outcome of the vote when considering future executive
compensation arrangements.

                   Stockholder Proposals

If a stockholder of record wishes to submit a proposal for
inclusion in next year's annual meeting the proposal must be
received by the Company no later than December 28, 2012, and
otherwise comply with the SEC rules.  Failure to otherwise comply
with SEC rules will cause the proposal to be excluded from the
proxy materials.  All notices must be submitted to the General
Counsel and Secretary, United Continental Holdings, Inc.-HDQLD,
77 W. Wacker Drive, Chicago, Illinois.

In addition, the Company must receive notice of any stockholder
proposal to be submitted at next year's annual meeting of
stockholders (but not required to be included in the related
Proxy Statement) by March 14, 2013, or that proposal will be
considered untimely, and the persons named in the proxies
solicited by management may exercise discretionary voting
authority with respect to that proposal.

To propose business or nominate a director at the 2011 annual
meeting, proper notice must be submitted by a stockholder of
record at a certain date in accordance with the company's bylaws.
The notice must contain the information required by the Bylaws.
No business proposed by a stockholder can be transacted at the
annual meeting, and no nomination by a stockholder will be
considered, unless the notice satisfies the requirements of the
Bylaws.  If the company does not receive notice of any other
matter it wishes to be raised at the annual meeting in 2011, at a
certain deadline, the Bylaws provide that the matter will not be
transacted and the nomination will not be considered.

A full-text copy of United Continental's Proxy Statement is
available for free at http://is.gd/elaW9G

United Continental also filed with the SEC on April 27, 2011,
definitive additional materials for the 2012 Annual Meeting,
including an annual meeting notice and admission ticket.

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/-- is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, the airlines operate a total of 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.

UAL and its affiliates including United Airlines filed for Chapter
11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec. 9, 2002.
Kirkland & Ellis represented the Debtors in their restructuring
efforts.  Sonnenschein Nath & Rosenthal LLP, nka SNR Denton,
represented the Official Committee of Unsecured Creditors.  Judge
Eugene R. Wedoff confirmed a reorganization plan for UAL on Jan.
20, 2006.  The Company emerged from bankruptcy on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNITED CONTINENTAL: Paid $40-Mil. to CEO Smisek, 5 Others in 2011
-----------------------------------------------------------------
United Continental Holdings, Inc. disclosed to the U.S.
Securities and Exchange Commission on April 27, 2012, that it
paid $14.7 million in total compensation to chief executive
Jeffery Smisek and $40.4 million to five other current and former
executives of the Company for the year ended December 31, 2011.

United Continental made these payments to former and current
executives for the year ended 2011:

A. Current Officers
                           Non-Equity
                           Incentive     All
                           Plan          Other
Officer    Salary  Bonus  Compensation  Compensation       Total
-------    ------  -----  ------------  ------------       -----
Jeffery   $975,000   $0      $4,413,750      $454,918 $14,700,832
Smisek
President &
CEO

Zane Rowe $750,000   $0      $2,888,793      $282,737  $6,238,410
Executive
Vice
President &
CFO

Peter     $850,000   $0      $2,295,000      $290,400  $5,618,896
McDonald
Executive Vice
President &
Chief Operations Officer

James     $750,000   $0      $2,250,148      $224,075  $6,376,894
Compton
Executive Vice
President &
Chief Revenue Officer

Irene   $1,775,110   $0      $2,044,784      $123,016  $4,684,296
Foxhall
Executive
Vice President
Communications & Government Affairs

B. Former Officer
                           Non-Equity
                           Incentive     All
                           Plan          Other
Officer    Salary  Bonus  Compensation  Compensation       Total
-------    ------  -----  ------------  ------------       -----
Keith     $191,667   $0         $0         $3,177,939  $4,994,717
Halbert
Former Executive
Vice President &
Chief Information Officer

                     About United Continental

United Continental Holdings, Inc. (NYSE: UAL) --
http://www.UnitedContinentalHoldings.com/-- is the holding
company for both United Airlines and Continental Airlines.
Together with United Express, Continental Express and Continental
Connection, the airlines operate a total of 5,800 flights a day to
371 airports throughout the Americas, Europe and Asia from their
hubs in Chicago, Cleveland, Denver, Guam, Houston, Los Angeles,
New York, San Francisco, Tokyo and Washington, D.C.

UAL and its affiliates including United Airlines filed for Chapter
11 protection (Bankr. N.D. Ill. Case No. 02-8191) on Dec. 9, 2002.
Kirkland & Ellis represented the Debtors in their restructuring
efforts.  Sonnenschein Nath & Rosenthal LLP, nka SNR Denton,
represented the Official Committee of Unsecured Creditors.  Judge
Eugene R. Wedoff confirmed a reorganization plan for UAL on Jan.
20, 2006.  The Company emerged from bankruptcy on Feb. 1, 2006.

United Continental carries 'B2' corporate family and probability
of default ratings, with stable outlook, from Moody's, 'B' issuer
credit ratings, with stable outlook, from Standard & Poor's, and
'B' issuer default rating from Fitch.

Fitch upgraded United Continental's IDR from 'B-' to 'B' in
September 2011, citing, "The upgrade follows a year of significant
debt reduction and strong free cash flow (FCF) generation since
the closing of the United-Continental merger on Oct. 1, 2010.  In
the face of heavy fuel cost pressure during the first half of
2011, UAL has consistently reported industry-leading revenue per
available seat mile (RASM) growth while funding heavy debt
maturities out of internally generated cash flow.


UNIVERSITY GENERAL: To Raise $3.8-Mil. from Securities Offering
---------------------------------------------------------------
University General Health System, Inc., has entered into a
securities purchase agreement with institutional investors,
including Hillair Capital Investment L.P., to sell 3,808 shares of
series C variable rate convertible preferred stock at $1,000 per
share, which are convertible into an aggregate of approximately
17,309,094 shares of its common stock, in a private placement
transaction, for aggregate gross proceeds of approximately $3.8
million, before deducting placement agent fees and other offering
expenses payable by the Company.  The preferred stock is
convertible into shares of the Company's common stock at an
initial conversion price of $0.22 per share.  du Pasquier & Co.
acted as placement agent for the offering.

In addition, the Company will issue to the investors warrants to
purchase 17,309,094 shares of common stock in the private
placement.  The warrants have an exercise price of $0.26 per share
and are exercisable for five years from the date of issuance.

The offering is expected to close on or about May 2, 2012, subject
to satisfaction of customary closing conditions

"By signing du Pasquier & Co. as our investment bankers and
attracting institutional investors, University General has taken
the next step in its growth and business model," noted Dr. Hassan
Chahadeh, Chairman and Chief Executive Officer of University
General Health System, Inc.

Further details of the offering are available for free at:

                         http://is.gd/mQPxJZ

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operateS one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

For the year ended Dec. 31, 2011, Moss, Krusick & Associates, LLC,
in Winter Park, Florida, expressed substantial doubt about
University General's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and negative operating cash flows, and has negative working
capital.

University General reported a net loss of $2.38 million on $72.51
million of revenues for 2011, compared with a net loss of $1.71
million on $56.13 million of revenues for 2010.

University General's balance sheet at Dec. 31, 2011, showed
$114.67 million in total assets, $115.08 million in total
liabilities, and a stockholders' deficit of $407,469.


USA SPRINGS: Accepting Bids for Lot Property by July 20
-------------------------------------------------------
Samantha Allen at Foster's Daily Democrat reports USA Springs Inc.
asked the U.S. Bankruptcy Court in Manchester, New Hampshire, to
allow for approval of bidding and sales procedures to sell its
large parcel of land intended for a water bottling operation.  The
report says the Company seek buyers for the now-dilapidated
property, including a rusted steel building, off Route 4.

According to the report, USA Springs' attorney Alan Braunstein,
Esq., at Reimer & Braunstein, LLP, said his client has requested
bidding for purchase of the property in Nottingham and Barrington
to close on July 20.

Creditors include the towns of Nottingham and Barrington, which
stand to receive unpaid back taxes, the report notes.

                        About USA Springs

Based in Nottingham, New Hampshire, USA Springs Inc. filed for
Chapter 11 bankruptcy protection (D. N.H. Case No. 08-11816) on
June 27, 2008.  Armand M. Hyatt, Esq., at Hyatt & Flynn, PLLC, and
Earl D. Munroe, Esq., at Muroe & Chew, represent the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.   The Committee's
counsel is Terrie Harman, Esq., at Harman Law Offices.  In its
schedules, the Debtor disclosed $127.0 million in assets and
$13.9 million in liabilities.


VALENCE TECHNOLOGY: Due Date of $3MM Loan Extended to June 30
-------------------------------------------------------------
Valence Technology, Inc., received a letter from Carl Warden which
informed the Company that effective in March 2012, Mr. Warden had
purchased from iStar Tara LLC, a successor in interest to SFT 1,
Inc., the outstanding principal amount of $3 million under that
certain Loan and Security Agreement dated as of July 13, 2005,
among the Company, iStar and Carl E. Berg, the Chairman of the
Company's Board of Directors and the Company's principal
stockholder.

The Letter extends the maturity date of the two remaining
amortization payments of $1.5 million each (due March 10, 2012 and
April 10, 2012) such that the entire $3.0 million in outstanding
principal will be due on June 30, 2012.  All other terms and
conditions of the Original Loan Agreement remain unchanged, and
iStar will continue to hold the two Warrants to Purchase Common
Stock issued to iStar pursuant to the Original Loan Agreement.

                     About Valence Technology

Austin, Texas-based Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- is a global leader in the development
of safe, long-life lithium iron magnesium phosphate energy storage
solutions and provides the enabling technology behind some of the
world's most innovative and environmentally friendly applications.
Valence Technology has its Research & Development Center in
Nevada, its Europe/Asia Pacific Sales office in Northern Ireland
and global fulfillment centers in North America and Europe.

The Company reported a net loss of $12.68 million on
$45.88 million of revenue for the year ended March 31, 2011,
compared with a net loss of $23.01 million on $16.08 million of
revenue during the prior year.

The Company reported a net loss of $10.07 million on $31.05
million of revenue for the nine months ended Dec. 31, 2011,
compared with a net loss of $10.19 million on $31.97 million of
revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $35.71
million in total assets, $86.30 million in total liabilities,
$8.61 million in redeemable preferred stock, and a $59.20 million
total stockholders' deficit.

                           Going Concern

As a result of the Company's limited cash resources and history of
operating losses there is substantial doubt about its ability to
continue as a going concern.  The Company presently has no further
commitments for financing by its Chairman Carl Berg and or his
affiliates.  Recently, the Company has depended on sales of its
common stock under the At-Market Issuance Agreement with Wm. Smith
& Co and short term loans and stock sales with Mr. Berg.  If the
Company is unable to obtain additional financing from Mr. Berg,
through its agreement with Wm. Smith & Co, or others on terms
acceptable to the Company, or at all, the Company may be forced to
cease all operations and liquidate its assets.

As reported by the TCR on June 3, 2011, PMB Helin Donovan, LLP, in
Austin, Texas, noted that Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency raise substantial doubt about its
ability to continue as a going concern.


VEBLEN EAST: Chapter 11 Reorganization Case Dismissed
-----------------------------------------------------
The Hon. Charles L. Nail, Jr., of the U.S. Bankruptcy Court for
the District of South Dakota dismissed the Chapter 11 case of
Veblen East Dairy Limited Partnership.

As reported in the Troubled Company Reporter on April 11, 2012,
Lee Ann Pierce, the Chapter 11 trustee explained that:

   -- all assets of the Debtor have been liquidated;

   -- no plan of reorganization has been or will be filed;

   -- the trustee has completed all of her obligations related to
      the administration of the case; and

   -- the trustee believes it is in the best interests of the
     creditors and the estate that the case be dismissed.

                        About Veblen East

Veblen, South Dakota-based Veblen East Dairy Limited Partnership
operates a operates a "large calf-raising dairy business" in South
Dakota.  The Company filed for Chapter 11 bankruptcy protection
(Bankr. D. S.D. Case No. 10-10146) on July 2, 2010.  The Debtor
estimated its assets and debts at $50 million to $100 million.
Lee Ann Pierce was appointed Chapter 11 trustee.

The Company's affiliate, Veblen West Dairy, LLP, filed a separate
Chapter 11 petition (Bankr. D. S.D. Case No. 10-10071) on April 7,
2010.  Veblen West operates a 4,000-cow milking facility.

The two cases are not being jointly administered.


VELO HOLDINGS: Creditors Committee Taps Cooley LLP as Counsel
-------------------------------------------------------------
The Official Committee of unsecured Creditors in the Chapter 11
cases of Velo Holdings Inc., et al., asks the U.S. Bankruptcy
Court for the Southern District of New York for permission to
retain Cooley LLP as its counsel.

The hourly rates of Cooley's personnel are:

         Jar R. Indyke, partner         $895
         Cathy Hershcopf, partner       $795
         Jeffrey L. Cohen, partner      $660
         Michael A. Klein, associate    $630
         Alex R. Velinsky, associate    $445
         Dana S. Katz, associate        $445
         Rebecca Goldstein, paralegal   $255

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

The Committee set a hearing on May 29, 2012, 2:00 p.m. on Cooley's
retention.  Objections, if any, are due May 15, at 4:00 p.m.

                     About Velo Holdings, V2V

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VELO HOLDINGS: Taps Alvarez & Marsal as Restructuring Advisor
-------------------------------------------------------------
Velo Holdings Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Alvarez &
Marsal North America, LLC, as restructuring advisor.

A&M will, among other things:

   a. assist with the implementation of the Debtors' business plan
      and related creditor diligence;

   b. assist with the Debtors' cash flow forecasting;

   c. if necessary, participate in hearings before the bankruptcy
      court with respect to matters upon which A&M has provided
      advice, including coordinating with the Debtors' counsel
      with respect to testimony in connection therewith.

Robert A. Campagna, Jr., a managing director with A&M, tells the
Court that the hourly rates of A&M personnel are:

         Managing Directors          $650 - $850
         Directors                   $450 - $650
         Associates                  $350 - $450
         Analysts                    $250 - $350

A&M and A&M Securities received $250,000 as an initial retainer in
connection with preparing for and conducting the filing of the
Chapter 11 cases.  In the 90 days prior to the Petition Date, A&M
and A&M Securities received retainers and payments totaling
$2,042,125 in the aggregate for services rendered and expenses
incurred for the Debtors.  A&M and A&M Securities have applied
these funds to amounts due for services rendered and expenses
incurred prior to the Petition Date.

A&M relates that at this time, it is not possible to estimate the
number of professional hours that will be required to perform the
services contemplated by the Engagement Letter.  Accordingly, it
is not possible to estimate the total compensation to be paid to
A&M under the Engagement Letter.

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

As part of the overall compensation payable to A&M under the terms
of the Engagement Letter, the Debtors have agreed to certain
indemnification obligations.

A hearing on May 29, 2012, at 2:00 p.m. (Eastern Time), has been
set.

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al


VELO HOLDINGS: Has Final Approval to Incur $40MM DIP Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
in a final order, authorized Velo Holdings Inc., et al., to:

   a) obtain postpetition financing, consisting of a superpriority
      senior secured multiple-draw term loan facility in an
      aggregate principal amount of $40,000,000; and

   b) use cash collateral.

As reported in the Troubled Company Reporter on April 9, 2012, the
Debtors have proposed to obtain postpetition financing from
Barclays Bank PLC, as administrative agent and collateral agent
for itself and a syndicate of financial institutions.

The right to use the cash collateral expires, among other things,
upon:

     (a) the Debtors' failure to file by April 30, 2012, motions
         with the Court seeking authorization to pursue the sales
         of the Coverdell & Company, Inc. business and Neverblue
         Communications, Inc. business and approving the bid
         protections, auction process and sale procedures for such
         sales;

     (b) the Debtors' failure to file by April 16, 2012, an
         application with the Court to employ a Chief
         Restructuring Officer to supervise and direct a so-called
         Harvest Transaction as defined in the DIP Agreement;

     (c) the Debtors' failure to file with the Court by Aug. 20,
         2012, a plan of reorganization in form and substance
         reasonably satisfactory to the First Lien Prepetition
         Agent;

     (d) failure of the Debtors to obtain approval of the
         disclosure statement respecting the Debtors' plan of
         reorganization by Oct. 1, 2012;

     (e) failure of the Debtors to obtain an order confirming the
         Debtors' plan of reorganization by Nov. 16, 2012; and

     (f) failure of the Debtors to have the plan of reorganization
         declared effective by Nov. 30, 2012.

The DIP Facility consists of a superpriority senior secured
multiple-draw term loan facility made available to the Borrowers
in an aggregate principal amount of $40 million and is comprised
of (i) an amount not to exceed $12 million in the aggregate of
multiple draw new money term loans, or so-called Tranche A-1
Loans; (ii) an amount not to exceed $8 million in the aggregate of
multiple draw new money term loans, or so-called Tranche A-2
Loans; and (iii) a dollar-for-dollar roll up of $20 million in
respect of outstanding first lien prepetition debt.

The Interim Order permits the Debtors to borrow from the DIP
Lenders up to $5 million in New Money DIP Loans and $5 million in
Roll Up DIP Loans.

The Debtors also obtained interim authority to grant adequate
protection to the First Lien Lenders with respect to, inter alia,
all use and diminution in value of their collateral.

Barclays is also the administrative agent and collateral agent
under a First Lien Credit Agreement, dated as of Aug. 16, 2007.

Wilmington Trust, National Association, serves as administrative
agent and collateral agent under the Debtors' Second Lien Credit
Agreement, dated as of Aug. 16, 2007.

As of the bankruptcy filing date, the Debtors owe the First Lien
Lenders $373.35 million in respect of loans made and $100,000 in
respect of letters of credit issued.

The DIP Credit Agreement provides that each of the Debtor forever
waives and releases any and all "claims", counterclaims, causes of
action, defenses and setoff rights against the First Lien
Prepetition Agent and each of the other First Lien Prepetition
Secured Parties, whether arising at law or in equity, including,
without limitation, any recharacterization, subordination,
avoidance or other claim arising under or pursuant to Section 105
or chapter 5 of the Bankruptcy Code or under any other similar
provisions of applicable state or federal law.

The Debtors and Barclays have agreed upon (i) a form of budget for
the Debtors' ACU business and (ii) a form of budget for the
Debtors' Coverdell and Neverblue businesses, each projecting cash
flow for 13 weeks.  On a monthly basis, the Debtors will provide
to the DIP Agent updated Budgets for the Budget Period in
substantially the same format as the previous Budgets.

The DIP liens are subject to a "Carve-Out" for (i) all fees
required to be paid to the Clerk of the Bankruptcy Court and to
the United States Trustee pursuant to 28 U.S.C. Sec. 1930(a), (ii)
fees and disbursements incurred by a chapter 7 trustee (if any)
under section 726(b) of the Bankruptcy Code in an amount not to
exceed $75,000, (iii) accrued but unpaid fees and expenses of
professionals retained by the Debtors or by an official committee
of unsecured creditors appointed in the case, incurred prior to an
Event of Default or Cash Collateral Termination Event and allowed
by the Bankruptcy Court, and (iv) after the occurrence and during
the continuance of an Event of Default or Cash Collateral
Termination Event, allowed and unpaid professional fees and
expenses incurred by (x) the Debtors, in an amount not to exceed
$600,000 or (y) the Creditors' Committee, subject to the
restrictions set forth in the Interim Order, in an amount not to
exceed $150,000.

The DIP Facility also provides that, as of the last day of each
month, Pro Forma EBITDA for the Debtors' CDNB Business on a
cumulative basis, measured from Jan. 1, 2012, through such date,
shall not be less than:

          Period ending           Minimum Pro Forma EBITDA
          -------------           ------------------------
          April 30, 2012                 $6,900,000
          May 31, 2012                   $8,500,000
          June 30, 2012                 $10,200,000
          July 31, 2012                 $12,300,000
          August 31, 2012               $14,300,000
          September 30, 2012            $16,500,000
          October 31, 2012              $18,900,000
          November 30, 2012             $21,200,000

The Debtors also agree not permit the sum of the amount of cash
and cash equivalents on hand plus the unused Tranche A-1 Loans
available for borrowing at such time to be less than $2,000,000 at
any time.

The members of the DIP lending consortium include:

     * General Electric Capital Corporation,
     * GoldenTree Capital Solutions Fund Financing,
     * GoldenTree Capital Solutions Offshore Fund Financing,
     * GoldenTree Credit Opportunities Financing I, Ltd.,
     * GoldenTree 2004 Trust,
     * GN3 SIP Limited,
     * GoldenTree High Yield Value Fund Offshore 110 Limited,
     * GoldenTree Credit Opportunities Second Financing, LTD.,
     * Absalon II Limited,
     * Unipension Invest F.M.B.A. High Yield Obligationer, and
     * GoldenTree High Yield Value Fund Offshore (Strategic),
       Ltd.

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al


VIKING SYSTEMS: Incurs $401,000 Net Loss in First Quarter
---------------------------------------------------------
Viking Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
applicable to common shareholders of $401,377 on $3.51 million of
net sales for the three months ended March 31, 2012, compared with
a net loss applicable to common shareholders of $446,255 on $3.12
million of net sales for the same period a year ago.

Viking Systems reported a net loss applicable to common
shareholders of $2.92 million in  2011, compared with a net loss
applicable to common shareholders of $2.43 million in 2010.

The Company's balance sheet at March 31, 2012, showed $5.30
million in total assets, $2.86 million in total liabilities and
$2.43 million in total stockholders' equity.

Jed Kennedy, President and CEO of Viking Systems said, "We are
pleased to be able to report that the first quarter of 2012 was a
record quarter for total sales and placements of our 3DHD Vision
Systems.  Both total 3DHD systems, and more importantly,
placements of clinical systems, meaning non demonstration systems,
were at record levels.  While placement of demonstration systems
are important in creating the selling infrastructure needed to
place systems in hospitals, we believe we have reached the
transition point where clinical systems sales will consistently
exceed demo systems placements.  We also believe that placement of
clinical systems will help to stimulate demand from new customers
as they come to see the benefits being realized by the early
adopters of our technology."

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

                        http://is.gd/5GdjAP

                       About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.


VISUALANT INC: Expects to Close Transactions with Sumitomo by May
-----------------------------------------------------------------
Visualant, Inc., entered into a Letter of Intent with Sumitomo
Precision Products Co., Ltd., on April 4, 2012.  Under the terms
of the LOI, the parties intend to enter into a Joint Development
Agreement for the commercialization of Visualant's patented
Spectral Pattern Matching technology.

The Company is completing due diligence and finalizing the Joint
Development Agreement, Stock Purchase Agreement and License
Agreement and expects to close the transactions during May 2012.

The parties have been working together since 2011, developing and
testing the SPM products, analyzing the market potential for the
SPM technology and developing a product plan.

SPP is publicly traded on the Tokyo and Osaka Stock Exchanges and
has operations in Japan, United States, China, United Kingdom,
Canada and other parts of the world.  Additional details are
available at http://www.spp.co.jp/English/index2-e.html

Neither party is obligated by the LOI to complete the transaction.

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at Dec. 31, 2011, showed $4.23 million
in total assets, $5.96 million in total liabilities, $39,504 in
noncontrolling interest and a $1.76 million in total stockholders'
deficit.


WASHINGTON MUTUAL: Investors Barred From Filing $435-Mil. Claim
---------------------------------------------------------------
Amanda Bransford, writing for Law360.com, reports U.S. Bankruptcy
Judge Mary Walrath at a hearing Monday said a class of investors
who have sued Washington Mutual Bank NA over mortgage-backed
securities fraud in Washington cannot file a $435 million claim in
Washington Mutual Inc.'s bankruptcy case until other creditors
have collected.  Law360.com relates WaMu attorney Brian Rosen,
Esq., at Weil Gotshal said Judge Walrath indicated the investors'
previous agreement not to file a claim until a group of low-
ranking creditors had recovered their securities fraud claims was
binding.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WAVE HOUSE: Gets Final Order to Obtain Loan from AFCO Acceptance
----------------------------------------------------------------
The Hon. Laura S. Taylor of the U.S. Bankruptcy Court for the
Southern District of California, authorized, in a final order Wave
House Belmont Park, LLC, to obtain debtor-in- possession financing
to cover insurance policy premiums.

The Court also authorized the Debtor to enter into the Premium
Financing Agreement with AFCO Acceptance Corporation and to pay
AFCO all sums due pursuant to the Premium Financing Agreement. The
Debtor and AFCO may take all actions necessary to obtain the
requested insurance coverage in order to effectuate the terms and
conditions of the Premium Financing Agreement and the order.

                  About Wave House Belmont Park

San Diego, California-based Wave House Belmont Park, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
10-19663) on Nov. 3, 2010.  John L. Smaha, Esq., at Smaha Law
Group, APC, assists the Debtor in its restructuring effort.

Wave House, the company that operates the San Diego amusement area
Belmont Park, filed for bankruptcy protection after the city
imposed an eightfold increase in rent.  The Debtor disclosed
$28.3 million in assets and $17.6 million in liabilities.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                 Total
                                                Share-      Total
                                    Total     Holders'    Working
                                   Assets    Liability    Capital
  Company           Ticker           ($MM)        ($MM)      ($MM)
  -------           ------         ------    ---------    -------
ABSOLUTE SOFTWRE    ABT CN          125.3         (7.2)      10.8
ACCO BRANDS CORP    ACCO US       1,116.7        (61.9)     316.8
AMC NETWORKS-A      AMCX US       2,183.9     (1,037.0)     525.8
AMER AXLE & MFG     AXL US        2,502.3       (376.4)     264.6
AMER RESTAUR-LP     ICTPU US         33.5         (4.0)      (6.2)
AMERISTAR CASINO    ASCA US       2,012.0        (90.6)     (33.0)
ANOORAQ RESOURCE    ARQ SJ          893.0       (191.0)      24.6
ARRAY BIOPHARMA     ARRY US         120.0        (78.8)      28.4
AUTOZONE INC        AZO US        6,056.5     (1,295.5)    (608.2)
BAZAARVOICE INC     BV US            46.8        (15.4)     (18.2)
BOSTON PIZZA R-U    BPF-U CN        146.9       (105.3)      (2.0)
CABLEVISION SY-A    CVC US        7,088.5     (5,609.6)    (218.0)
CAPMARK FINANCIA    CPMK US      20,085.1       (933.1)       -
CARMIKE CINEMAS     CKEC US         422.9         (5.6)     (33.4)
CC MEDIA-A          CCMO US      16,489.3     (7,802.6)   1,550.1
CENTENNIAL COMM     CYCL US       1,480.9       (925.9)     (52.1)
CHENIERE ENERGY     CQP US        1,737.3       (545.0)      57.7
CHENIERE ENERGY     LNG US        2,915.3       (173.0)       6.5
CHOICE HOTELS       CHH US          443.2        (26.2)       2.1
CIENA CORP          CIEN US       1,918.3        (21.1)     918.6
CINCINNATI BELL     CBB US        2,714.7       (715.2)     (35.4)
CLOROX CO           CLX US        4,386.0       (106.0)    (689.0)
CROWN HOLDINGS I    CCK US        7,178.0        (82.0)     731.0
DEAN FOODS CO       DF US         5,754.4        (98.7)     220.8
DELTA AIR LI        DAL US       44,189.0     (1,011.0)  (5,347.0)
DENNY'S CORP        DENN US         336.2         (2.6)     (16.3)
DIRECTV-A           DTV US       18,423.0     (2,842.0)    (502.0)
DISH NETWORK-A      DISH US      11,470.2       (419.0)     527.3
DISH NETWORK-A      EOT GR       11,470.2       (419.0)     527.3
DOMINO'S PIZZA      DPZ US          601.3     (1,365.7)      58.8
DUN & BRADSTREET    DNB US        1,977.1       (740.2)    (226.6)
EDGEN GROUP INC     EDG US          900.7        (77.1)     329.3
FREESCALE SEMICO    FSL US        3,371.0     (4,472.0)   1,444.0
GENCORP INC         GY US           931.2       (189.7)     108.9
GLG PARTNERS INC    GLG US          400.0       (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US        400.0       (285.6)     156.9
GOLD RESERVE INC    GRZ CN           78.3        (25.8)      56.9
GOLD RESERVE INC    GRZ US           78.3        (25.8)      56.9
GRAHAM PACKAGING    GRM US        2,947.5       (520.8)     298.5
HCA HOLDINGS INC    HCA US       27,139.0     (7,324.0)   1,667.0
HUGHES TELEMATIC    HUTC US          94.0       (111.8)     (39.0)
HUGHES TELEMATIC    HUTCU US         94.0       (111.8)     (39.0)
INCYTE CORP         INCY US         293.6       (248.9)     133.9
IPCS INC            IPCS US         559.2        (33.0)      72.1
ISTA PHARMACEUTI    ISTA US         124.7        (64.8)       2.2
JUST ENERGY GROU    JE US         1,644.4       (394.5)    (338.4)
JUST ENERGY GROU    JE CN         1,644.4       (394.5)    (338.4)
LIN TV CORP-CL A    TVL US        1,077.7        (80.9)      56.6
LIVEWIRE ERGOGEN    LVVV US           0.1         (0.7)      (0.7)
LIZ CLAIBORNE       LIZ US          796.8       (161.9)       9.7
LORILLARD INC       LO US         3,351.0     (1,666.0)     919.0
MARRIOTT INTL-A     MAR US        6,171.0       (848.0)  (1,442.0)
MEAD JOHNSON        MJN US        2,866.7        (28.5)     635.2
MERITOR INC         MTOR US       2,565.0       (945.0)     193.0
MERRIMACK PHARMA    MACK US          85.3        (21.7)      39.4
MONEYGRAM INTERN    MGI US        5,136.2        (92.5)     (16.2)
NATIONAL CINEMED    NCMI US         820.2       (346.8)      68.4
NAVISTAR INTL       NAV US       11,503.0       (190.0)   2,238.0
NEXSTAR BROADC-A    NXST US         595.0       (183.4)      39.6
NPS PHARM INC       NPSP US         183.3        (54.4)     130.0
NYMOX PHARMACEUT    NYMX US           6.4         (5.2)       2.9
OMEROS CORP         OMER US          27.0         (5.6)       7.0
PALM INC            PALM US       1,007.2         (6.2)     141.7
PDL BIOPHARMA IN    PDLI US         235.0       (243.8)      56.6
PEER REVIEW MEDI    PRVW US           1.4         (3.4)      (3.8)
PLAYBOY ENTERP-A    PLA/A US        165.8        (54.4)     (16.9)
PLAYBOY ENTERP-B    PLA US          165.8        (54.4)     (16.9)
PRIMEDIA INC        PRM US          208.0        (91.7)       3.6
PROTECTION ONE      PONE US         562.9        (61.8)      (7.6)
PUMA BIOTECHNOLO    PBYI US           0.0         (0.3)      (0.3)
QUALITY DISTRIBU    QLTY US         302.4       (106.2)      45.8
REGAL ENTERTAI-A    RGC US        2,341.3       (572.5)       2.8
RENAISSANCE LEA     RLRN US          57.0        (28.2)     (31.4)
RENTECH NITROGEN    RNF US          111.3        (79.5)     (16.0)
REVLON INC-A        REV US        1,156.7       (679.6)     184.9
RURAL/METRO CORP    RURL US         303.7        (92.1)      72.4
SALLY BEAUTY HOL    SBH US        1,792.7       (168.5)     482.3
SINCLAIR BROAD-A    SBGI US       1,571.4       (111.4)      14.1
SPLUNK INC          SPLK US          82.2         (0.7)       1.1
TAUBMAN CENTERS     TCO US        3,096.4       (275.8)       -
THRESHOLD PHARMA    THLD US          89.7        (77.4)      72.8
UNISYS CORP         UIS US        2,455.6     (1,240.4)     430.5
VECTOR GROUP LTD    VGR US          886.1       (132.7)     145.6
VERISIGN INC        VRSN US       1,882.8        (71.3)     831.1
VERISK ANALYTI-A    VRSK US       1,892.0        (10.3)    (147.7)
VIRGIN MOBILE-A     VM US           307.4       (244.2)    (138.3)
WEIGHT WATCHERS     WTW US        1,176.1     (1,856.8)  (1,057.9)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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