TCR_Public/120510.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, May 10, 2012, Vol. 16, No. 129

                            Headlines

1555 WABASH: Wants Exclusive Filing Period Extended to July 25
1555 WABASH: June 26 Hearing Set for Extended Cash Collateral Use
237 EAST: Creditors Have until June 5 to File Proofs of Claim
3210 RIVERDALE: Lender Seeks Dismissal of Case
4KIDS ENTERTAINMENT: Wants Plan Filing Period Extended to Aug. 3

AEROGROW INTERNATIONAL: Cuts Warrant Price to $0.01 Apiece
AFA FOODS: Court Approves June 21 Auction for Assets
AFA FOODS: Committee Taps JH Cohn as Financial Advisor
AFA FOODS: Committee Wants McDonald Hopkins as Lead Counsel
AFA FOODS: Committee Retains Potter Anderson as Co-Counsel

AHERN RENTALS: Gets Aug. 20 Extension of Plan Filing Period
ALC HOLDINGS: Has Until Aug. 6 to Propose Chapter 11 Plan
ALCO CORP: Wants Access to Banco Popular's Cash Until June 30
ALCO CORP: Wants to Use PRHTA's Cash to Pay PTLC's Claim
ALT HOTEL: Can Access Sr. Lender's Cash Collateral Until June 30

AMC ENTERTAINMENT: Said to Be In Talks With Chinese Buyer
AMC NETWORKS: DISH Deal Termination No Impact on Moody's Ba3 CFR
AMERICAN AIRLINES: Pilots to Rally Friday to Oppose CBA Cuts
AMERICAN AIRLINES: Agents Protest Drastic Cuts in Pay & Benefits
AMF BOWLING: Credit Pact Amendment No Effect on Moody's Caa3 CFR

AMF BOWLING: S&P Lowers Corp. Credit Rating to 'CCC'; Outlook Neg
APPLETON PAPERS: Incurs $64.7 Million Net Loss in Q1
ARCAPITA BANK: Settles Disputes With Creditors on Cash Control
BASIL STREET: EFO Unit Provides $3.62MM Postpetition Term Loan
BEAR MOUNTAIN: Rabo Agrifinance Disputes Bid to Dismiss Case

BEAR MOUNTAIN: Wants Exclusive Filing Period Extended to May 28
BEAR MOUNTAIN: Can Pay Farming Expenses From 2011 Crop Proceeds
BERNARD L. MADOFF: Trustee Seeks Out Fairfield Sentry Customers
BERWIND REALTY: Wants to Employ Carrasquillo as Fin'l Consultant
BETSEY JOHNSON: Simon Property Challenges Liquidation Sales

BIOCORAL INC: Incurs $920,000 Net Loss in 2011
BOWLES SUB: Parcel A, B & C Entities File for Chapter 11
BRIER CREEK: AAC Can Continue Providing Property Mgt. Services
BUTTERMILK TOWNE: Has No Employees, Wants Ch. 11 Case Dismissal
CANYON HOLDINGS: Jeffrey B. Wells Approved as Bankruptcy Counsel

CAPFA CAPITAL: Moody's Affirms 'Caa3' Rating on 2000F Bonds
CARDTRONICS INC: Moody's Upgrades CFR to 'Ba3'; Outlook Stable
CAREFREE WILLOWS: Plan Confirmation Hearing Set for June 1
CDC CORP: Court Denies China.com's Bid to Dismiss Chapter 11
CDC CORP: Wins OK to Hire K2 Advisors as Accountants

CEMTREX INC: Reports $169,000 Net Income in March 31 Quarter
CENTRAL FALLS: City Council Members Seek Ouster of Receiver
CENTRE PLAZA: Chapter 11 Reorganization Case Dismissed
CITGO PETROLEUM: Fitch Raises Issuer Default Rating to 'BB-'
COMMERCIAL MANAGEMENT: Schedules Filing Extended to May 30

CORPORATE MANAGEMENT: Adult Club Filed Chapter 11 Without Counsel
COYOTES HOCKEY: NHL Says Team to Be Sold to Jamison Group
CUMULUS MEDIA: Swings to $12.1 Million Net Loss in First Quarter
DEWEY & LEBOEUF: Kessler, 59 Other Lawyers Join Winston & Strawn
DEX ONE: Franklin Resources Discloses 26.8% Equity Stake

DISH DBS: Fitch Assigns 'BB-' Rating to 2 Sr. Notes; Outlook Neg
DISH DBS: S&P Rates Proposed Senior Unsecured Notes 'BB'
DISH NETWORK: Moody's Rates $1.9-Bil. Sr. Unsecured Notes 'Ba2'
DYNEGY INC: Fitch Keeps Rating Watch Evolving Status on Bankruptcy
ECOSPHERE TECHNOLOGIES: Swings to $747,000 Net Income in Q1

ENCINO CORPORATE: Cash Collateral Access OK'd Until June 30
ENCINO CORPORATE: Plan Outline Hearing Continued Until May 15
ENCINO CORPORATE: Wants Plan Exclusivity Until May 30
ENERGY CONVERSION: To Slash 300 Jobs Amid Failed Auction
EUGENE PIPE: Court Confirms Amended Liquidation Plan

EVERGREEN DEVELOPMENT: Involuntary Chapter 11 Case Summary
FIDELITY NATIONAL: Fitch Raises Senior Debt Rating to 'BB+'
GALLANT ACQUISITIONS: Status Conference Set for May 17
GAMETECH INT'L: U.S. Bank Forbearance Extended to June 30
GENERAC POWER: Moody's Downgrades CFR to 'B2'; Outlook Stable

GLOBAL OUTREACH: Court Declares Default Under YA Global Note
GRANITE DELLS: Cohen Kennedy OK'd as Special Litigation Counsel
GRD HOLDING: Moody's Issues Correction to May 4 Ratings Release
GRD HOLDING: S&P Rates New $360-Mil. Senior Secured Notes 'B'
HARTFORD COMPUTER: Silverman's Steven Nerger Approved as CRO

HARTFORD COMPUTER: TrustPoint Int'l to Provide Legal Staffing
HAWKER BEECHCRAFT: Secures $300 Million Interim Loan
HAWKER BEECHCRAFT: Has Payment Schedule for Vendors & Suppliers
HEARUSA INC: Court Confirms Amended Liquidation Plan
HORIZON LINES: Inks 2nd Supplemental Indenture with U.S. Bank

HOSPITAL AUTHORITY OF CHARLTON: U.S. Trustee Seeks Dismissal
HOSTESS BRANDS: Has Until Aug. 8 to Propose Chapter 11 Plan
HOSTESS BRANDS: To Lay Off 250 Workers in Washington State
HOTI ENTERPRISES: GECMC Plan Hearing Adjourned to June 13
KLOSTERMAN DEVELOPMENT: Must Obtain Plan Confirmation by Aug. 31

LAKELAND DEVELOPMENT: Seeks Cash Use; In Talks to Sell Lots
LIGHTSQUARED INC: Icahn Exits, Sells Debt for 60 Cents on Dollar
LODGENET INTERACTIVE: Mittleman Discloses 6.3% Equity Stake
LYMAN LUMBER: Court OKs Hiring of Johnson to Prepare Tax Returns
LYMAN LUMBER: Hires Real Property Law Group as Real Estate Counsel

MA BB OWEN: Unsecured Creditors to Share in $125,000 Sale Proceeds
MACROSOLVE INC: Incurs $705,000 Net Loss in First Quarter
MAGNUM HUNTER: S&P Rates $450-Mil. Senior Unsecured Notes 'CCC+'
MARCO POLO: Seaarland Files Plan to Give Up Vessels
MCCLINTOCK DAIRY: US Trustee Wins More Time to Review Final Report

MF GLOBAL: SIPA Trustee Wants Removal Deadline Extended to Aug. 27
MF GLOBAL: Insurers Have Go-Signal to Reimbursement Defense Costs
MF GLOBAL: Liquidation of Customers' Physical Assets Completed
MIDWEST FAMILY: Moody's Corrects April 30 Ratings Release
MOMENTIVE PERFORMANCE: Widens Q1 Net Loss to $65 Million

MOMENTIVE SPECIALTY: Swings to $16 Million Net Loss in Q1
NEWPAGE CORP: Creditors Seek Right to Sue Secured Lenders
NEW HORIZON: Case Summary & 21 Largest Unsecured Creditors
NORTEL NETWORKS: UK Pension Regulators Bring Case to Supreme Court
NORTEL NETWORKS: Wants Settlement With Employees Approved

NORTEL NETWORKS: UK Pension Dispute Could End Up in US Top Court
OLDE PRAIRIE: Court Dismisses Case, Lifts Automatic Stay
OLSEN AGRICULTURAL: Files Amended Schedules of Assets & Debts
PEMCO WORLD: Hires PricewaterhouseCoopers as Tax Consultants
PEMCO WORLD: Committee Taps Deloitte as Financial Advisor

PILGRIM'S PRIDE: Ex-Employee's Appeal Filed in Bad Faith
PINNACLE AIRLINES: To Lay Off 900 Ground Service Workers
PITTSBURGH CORNING: Insurers Renew Objection to Ch. 11 Exit Plan
PJ FINANCE: Apartment Owner Sets Chapter 11 Exit Friday
PROTEONOMIX INC: Amends 6.9-Mil. Shares Offering Prospectus

PROVIDENT ROYALTIES: Creditor Fights Trustee's $31MM Clawback Suit
PRWIRELESS INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
RANCHER ENERGY: Court OKs Borgers & Cutler as Accountants
REITTER CORP: Disclosure Statement Hearing on June 19
RESIDENTIAL CAPITAL: Chapter 11 Filing Expected Next Week

ROBERTS HOTELS: Voluntary Chapter 11 Case Summary
SANDY CREEK: Moody' Cuts Rating on First Lien Term Loan to 'B1'
SEARCHMEDIA HOLDINGS: Shares Issuance Cut Earnout Obligations
SELECT MEDICAL: S&P Gives 'B-' Rating on $365-Mil. Senior Notes
SEMTECH CORP: S&P Gives 'BB' Corp. Credit Rating; Outlook Stable

SNOKIST GROWERS: Court Approves $26.8MM Sale to Del Monte
SOUTHEASTERN CONSULTING: Proposes Settlement With HP Land
SOUTHERN CALIFORNIA: Moody's Lifts Rating on 1997 Bonds to 'B1'
SPRINT NEXTEL: Chairman Lauds CEO's Decision to Reduce Pay
S&I MANAGMENT: Case Summary & 5 Largest Unsecured Creditors

STATE FAIR OF VIRGINIA: Auction of Meadow Park Set for May 22
STEREOTAXIS INC: To Raise $18.5 Million in Private Financings
STORY BUILDING: To Seek Plan Confirmation in June
SUPERMEDIA INC: Reports $62 Million Net Income in First Quarter
TEKNI-PLEX INC: S&P Affirms 'B-' Corp. Credit Rating; Outlook Pos

TERRY DIEHL: Explains Bankruptcy Filing at Creditors' Meeting
THOMPSON CREEK: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg
THOR INDUSTRIES: Wants to Use TSB Cash Collateral Thru May 31
TIB FINANCIAL: Reports $2 Million Net Income in First Quarter
TNI PHARMACEUTICALS: Meeting to Form Creditors' Panel on May 17

TRIBUNE CO: Files Supplements to Reorganization Plan
TRIBUNE CO: Court OKs Management Incentive Plan
TRIBUNE CO: WTC Appeals Order on Plan Allocation Disputes
TRIDENT USA: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
TRONOX INC: Anadarko Wins Dismissal of Fraudulent Transfer Suit

UNIGENE LABORATORIES: Incurs $6 Million Net Loss in First Quarter
UNITED CONTINENTAL: Names J. Rainey as Chief Financial Officer
UNITED CONTINENTAL: United Pilots Want Release From Talks
UNITED CONTINENTAL: Shared $265-Mil. in Profits to Employees
UNITED CONTINENTAL: Registers Securities for Offerings

UNITED WESTERN: Seeks Approval of Employees' Compensation Plan
VALIDUS REINSURANCE: Fitch Holds 'BB+' Rating on Junior Sub. Notes
VANTAGE SPECIALTY: S&P Rates Corporate Credit 'B'; Outlook Stable
XPRESSMEDCARE LLC: Case Summary & 20 Largest Unsecured Creditors
XTREME GREEN: Obtains $250,000 Loan from Byron Georgiou

* Moody's Says Global Speculative-Grade Corp. Default Rate Up
* Moody's Changes Outlook on US Coal Industry to Negative

* Supreme Court's Barton Still Good Law After 131 Years

* Rust Omni Nabs Epiq's Ryan and KCC's Voorhies-Kantak
* Timothy Walsh Heads McDermott's Int'l Restructuring Practice

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1555 WABASH: Wants Exclusive Filing Period Extended to July 25
--------------------------------------------------------------
1555 Wabash, LLC, asks the Bankruptcy Court to extend the period
within which it has the exclusive right to file a plan of
reorganization to July 25, 2012, and the period within which it
has the exclusive right to solicit acceptances of the plan to
Sept. 25, 2012.

David K. Welch, Esq., at Crane Heyman Simon Welch & Clar, tells
the Court that the Debtor has been diligently pursuing the
administration of its Chapter 11 case with a view toward
formulating a prompt exit strategy.  However, given the general
overall economic concerns especially facing the real estate
markets, it is impossible for the Debtor to propose a Plan and
implement a Chapter 11 exit strategy within the existing Exclusive
Periods.  Furthermore, the Debtor is in the midst of discussions
with third parties relating to a transaction that would involve
the funding of a Plan.  The third parties are conducting due
diligence regarding the Debtor, the Property and the related
financial issues.  The Debtor requires further time to complete
the discussions with these third parties.

On March 23, 2012, the Debtor made a payment to the Senior Lender
in the amount of $59,583.33.  Based on this Payment and the
Debtor's compliance with the prior Cash Collateral Orders entered
by this Court, the Senior Lender's secured interests are
adequately protected.  As a result, the Senior Lender will not be
prejudiced by the requested extension of the Exclusive Periods.

                        About 1555 Wabash

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

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


1555 WABASH: June 26 Hearing Set for Extended Cash Collateral Use
-----------------------------------------------------------------
The Bankruptcy Court scheduled a hearing on the extended use
of cash collateral by 1555 Wabash LLC on June 26, 2012, at 10:00
a.m.

As reported in the Troubled Company Reporter on Jan. 10, 2012,
1555 Wabash sought Court authority to use certain cash and cash
equivalents that allegedly serve as collateral for claims asserted
against the Debtor and its property by AMT CADC Venture and
Weyerhauser as junior lender.

The cash collateral issues in the Chapter 11 case relate to the
rents generated at the Debtor's property and the funds on deposit
in accounts maintained by the Debtor.  The Senior Lender asserts a
first position mortgage lien and claim against the Property which
purportedly secures a senior mortgage debt of $42,126,967.  In
addition to its mortgage lien on the Property, the Senior Lender
asserts a security interest in and lien upon the rents being
generated at the Property.  The Junior Lender asserts a mortgage
lien and claim against the Property which secures a second
subordinate mortgage debt of $7,492,743.  In addition to its
mortgage lien on the Property, the Junior Lender asserts a
security interest in and lien upon the rents being generated at
the Property.

The Debtor said it needs access to cash collateral to continue to
operate its business and manage its financial affairs and
effectuate an effective reorganization.

According to papers filed by the Debtor in court, the original
mortgage lender was seized by regulators with all loans (including
the Debtor's loan) and related assets being acquired by and
transferred to the Senior Lender.  The Debtor attempted to
negotiate a re-setting of the required sale prices for the
condominium units so as to reflect realistic values for such
condominium units in light of the economic downturn.  Both the
regulators and, then, the Senior Lender refused to adjust the sale
prices.  As a result, the Debtor has been unable to sell the
condominium units (as the sale prices are grossly in excess of
that justified in the marketplace) and has turned to renting the
unsold condominiums as apartment units.

The Debtor said its operational and profitability problems are
principally due to the general economic problems facing the
country over the last several years (particularly in real estate).
Despite these issues, the Debtor said it generates substantial
rental income at the Property that will serve as the basis for the
formulation and implementation of an exit strategy from the
Chapter 11 case.

In partial response to an action brought by the Debtor against its
prior mortgage lender and other mechanics lien creditors in the
Circuit Court of Cook County, Illinois, the Senior Lender filed a
counterclaim which, among other things, seeks to foreclose on the
Property.  On Dec. 22, 2011, the State Court entered an order in
the foreclosure action appointing a receiver for the Property.

The Chapter 11 case was filed before the receiver took possession
of the Property.

The Debtor has attempted to resolve all of the issues with the
Senior Lender, thus far without success.  The Debtor intends to
continue with settlement negotiations with the Senior Lender.

                        About 1555 Wabash

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

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


237 EAST: Creditors Have until June 5 to File Proofs of Claim
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
established June 5, 2012, as the last day for any individual or
entity to file proofs of claim against 237 East Ontario LLC.
Government proofs of claim are also due by June 5.

237 East Ontario LLC, a single asset real estate under 11 U.S.C.
Sec. 101(51B), filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 11-49504) on Dec. 9, 2011.  Judge Carol A. Doyle presides over
the proceeding.  The Debtor is represented by Neal Wolf &
Associates, LLC.  On Jan. 13, 2012, the Debtor disclosed total
assets of $11.06 million and total of $8.31 million.

The Debtor's liquidating plan provides for the distribution of
proceeds among creditors and equity holders form the sale of the
Debtor's property to EasyPark, LLC.  The plan does not provide for
the sale of the property pursuant to Section 363 of the Bankruptcy
Code because the proceeds from the sale are sufficient to pay all
claims against the estate in full, even if disputed claims are
allowed in full.  The Plan instead provides for the conventional
sale of the property to the purchaser.


3210 RIVERDALE: Lender Seeks Dismissal of Case
----------------------------------------------
Senior lender 3210 Riverdale Avenue Partners LLC asks the U.S.
Bankruptcy Court to dismiss the chapter 11 case of 3210 Riverdale
Associates LLC, or in alternative, vacate the automatic stay.

The Senior Lender said the case does not belong in bankruptcy
court.  It is a simple two-party dispute between a single asset
real estate debtor and its secured lender, which, prior to the
filing of the chapter 11 case, was being adjudicated in a
foreclosure proceeding in the New York State Supreme Court.  The
Senior Lender said it is substantially under-secured and there is
no equity in the Debtor's sole asset -- an uninhabited 46 unit
condominium project in New York.

According to the Debtor's chapter 11 petition, there are only two
other creditors besides the Senior Lender.  There are no executory
contracts to administer under chapter 11.  There are no employees
other than the Debtor's principal.  In short, there is no business
to reorganize.  The Debtor's bankruptcy case serves no legitimate
purpose, and was filed in bad faith several days after the state
court appointed a receiver for the Mortgage Property in order to
obstruct the receiver and to delay the foreclosure proceedings.

If the Court declines to dismiss the Chapter 11 case, the Senior
Lender said it is entitled, in the alternative, to relief from the
automatic stay to allow it to proceed with the Foreclosure Action.

3210 Riverdale Associates LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-11286) on March 29, 2012, in Manhattan.  The
Law Offices of Mark J. Friedman P.C., serves as counsel to the
Debtor.  The Debtor estimated up to $50 million in assets and up
to $50 million in liabilities.


4KIDS ENTERTAINMENT: Wants Plan Filing Period Extended to Aug. 3
----------------------------------------------------------------
4Kids Entertainment, Inc., dba 4Kids, asks the U.S. Bankruptcy
Court to extend the exclusive periods within which only the
Debtors can file a plan from May 3, 2012, to Aug. 3, 2012, and
the period to secure acceptance of a plan from July 3, 2012, to
Oct. 3, 2012.

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.


AEROGROW INTERNATIONAL: Cuts Warrant Price to $0.01 Apiece
----------------------------------------------------------
AeroGrow International, Inc., will temporarily reduce the exercise
price on all outstanding warrants to purchase its common stock to
$0.01 per share, beginning on May 10, 2012, and ending on May 31,
2012.  By reducing the exercise prices, the Company hopes to raise
new equity capital to support its operating and growth
requirements.

"We have made great progress in improving our operating and
financial results, and, with our recently completed capital
restructuring, believe we have a solid balance sheet to match,"
said Mike Wolfe, President and CEO of AeroGrow.  "By temporarily
re-setting the price on our warrants, we believe we can raise new
capital in a cost effective and timely manner while giving a broad
range of our past investors and current shareholders the
opportunity to participate.  We'll use the proceeds to support our
operating requirements and to invest in expanding into new
channels of distribution, developing new and innovative products,
and increasing the scale of our core direct-to-consumer business."

The Company currently has 414.1 million shares issued and
outstanding, and 162.5 million warrants that will participate in
the temporary exercise price reset.  For warrants that are not
exercised by the close of business on May 31, 2012, the exercise
prices will revert to their current levels, which range from $0.07
to $8.25 per share.  In addition, the Company has agreed to issue
up to an additional 134.6 million warrants as a bonus to holders
who acquired their warrants with the Company's 8% Subordinated
Secured Convertible Promissory Notes and who exercise those
warrants during the Reset Period.  These additional warrants, if
issued, would also have an exercise price of $0.01 per share, and
would expire on May 31, 2012.

"We have an extremely loyal investor base that has stuck with us
through some very difficult times," continued Mr. Wolfe.  "As we
evaluated different ways to raise capital, we felt that it was
important to give them the opportunity to invest in the improved
AeroGrow through the temporary warrant reset program."

Shares of the Company's common stock issued upon exercise of its
warrants during the Reset Period will be issued without
registration under the Securities Act of 1933, as amended, in
reliance upon an exemption from the registration requirements of
the Securities Act.  Those shares will be restricted securities
within the meaning of Rule 144 under the Securities Act and may
not be resold unless subsequently registered under the Securities
Act or in reliance upon an exemption from the registration
requirements of the Securities Act, including Rule 144.  The
holding period for shares acquired pursuant to exercise of the
warrants will begin upon such exercise.  The Company has no
obligation and has made no commitment to register under the
Securities Act the resale of Warrant Shares.

                          About AeroGrow

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

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

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

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


AFA FOODS: Court Approves June 21 Auction for Assets
----------------------------------------------------
Judge Mary Walrath on May 8 entered procedures for the sale of
substantially all assets of AFA Foods Inc. and its affiliates.
The deadline to submit qualified bids is on June 19, 2012.  If
qualified bids are received by the deadline, an auction will be
conducted on June 21, 2012, 10:00 a.m., at the offices of
Pachulski Stang Ziehl & Jones LLP in Wilmington Delaware.
A sale hearing is scheduled on June 26, 2012.

The Debtors are allowed to select a stalking horse bidder to lead
the auction.  If the Debtors intend to grant a topping fee as bid
protection for the stalking horse bidder, a hearing will be
conducted to consider approval of the fee on June 15, 2012.

Peg Brickley at Dow Jones' DBR Small Cap reports that AFA Foods
has "multiple" potential bidders for a bankruptcy auction planned
for June 21, company attorney Tobias Keller said.

                          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: Committee Taps JH Cohn as Financial Advisor
------------------------------------------------------
The Official Committee of Unsecured Creditors in the AFA
Investment Inc., et al. bankruptcy case seeks authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
J.H. Cohn LLP as financial advisor, nunc pro tunc to April 13,
2012.

J.H. Cohn will, among other things:

   a. analyze and review key motions to identify strategic
      case issues;

   b. perform a preliminary assessment of the Debtors' financial
      condition;

   c. establish reporting procedures that will allow for the
      monitoring of the Debtors' postpetition operations; and

   d. develop and evaluate alternative strategies.

J.H. Cohn's billing rates for the accounting and financial
advisory services to be rendered to the Committee are:

           Partners/Senior Partner                   $580-$790
           Managers/Senior Managers/Directors        $430-$610
           Other Professional Staff                  $270-$400
           Paraprofessionals                           $180

Clifford A. Zucker, a partner at J.H. Cohn, 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 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: Committee Wants McDonald Hopkins as Lead Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the AFA
Investment Inc., et al. bankruptcy case asks for permission from
the U.S. Bankruptcy Court for the District of Delaware to retain
McDonald Hopkins LLC as lead counsel to the Committee nunc pro
tunc to April 12, 2012.

McDonald Hopkins will, among other things, monitor the Debtors'
Chapter 11 cases and legal activities and advise the Committee on
the legal ramifications of the actions, for these hourly rates:

           Members                 $280-$660
           Of Counsel              $310-$605
           Associates              $185-$395
           Paralegals              $115-$245
           Law Clerks               $60-$125

The Committee is also seeking the Court's approval to retain
Potter Anderson as Delaware co-counsel.  The Committee, McDonald
Hopkins and Potter Anderson will make every effort to avoid
duplicative efforts and to represent the Debtors' unsecured
creditors in an efficient and cost-effective manner.

Sean D. Malloy, Esq., a member at McDonald Hopkins, 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 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.


AFA FOODS: Committee Retains Potter Anderson as Co-Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors in the AFA
Investment Inc., et al. bankruptcy case seeks permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Potter Anderson & Corroon LLP as co-counsel, nunc pro tunc to
April 12, 2012.

Potter Anderson will, among other things, review and analyze all
applications, orders, statements of operations and schedules filed
with the Court and advise the Committee as to their propriety, for
these hourly rates:

           Partners                          $465-$640
           Of Counsel                        $220-$390
           Associates                        $240-$380
           Paralegals and Other
           Administrative Staff               $70-$210

The Committee is also requesting that the Court approve the
retention of McDonald Hopkins as lead co-counsel.  The Committee,
McDonald Hopkins and Potter Anderson will make every effort to
avoid duplicative efforts and to represent the Debtors' unsecured
creditors in an efficient and cost-effective manner.

Jeremy W. Ryan, Esq., a partner at Potter Anderson, 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 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.


AHERN RENTALS: Gets Aug. 20 Extension of Plan Filing Period
-----------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada granted Ahern Rentals, Inc.'s request to extend
the 120-day period for filing a plan of reorganization and the
180-day period for securing acceptance of the plan by an
additional 120 days, permitting the Debtor to file a plan up to
and including Aug. 20, 2012, and allowing the Debtor up to and
including Oct. 19, 2012, to obtain plan votes.

As reported by the Troubled Company Reporter on March 28, 2012,
the Debtor said it has commenced discussions with creditor
constituencies and has begun formulating a plan of reorganization,
but requires additional time so that it may adequately review and
analyze its cash flow and operational projections and develop
long-term projections for 2014 and 2015; perform a valuation
analysis of its business; analyze its executory contracts and
leases; and analyze claims against the Debtor, including personal
injury claims.

                       About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In its schedules, the Debtor disclosed $485.8 million in assets
and $649.9 million in liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


ALC HOLDINGS: Has Until Aug. 6 to Propose Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
CLA Hold LLC, formerly known as ALC Holdings LLC's exclusive
periods to file, and solicit acceptances for, a Chapter 11 plan
until Aug. 6, 2012, and Oct. 3, respectively.

As reported in the Troubled Company Reporter on April 11, 2012,
the Debtors related that the additional time would enable them to
examine the remaining assets to determine the best strategy to
recover and distribute value to creditors.

Pursuant to the sale order and asset purchase agreement, the sale
of the Debtors' assets was consummated and closed on Feb. 3, 2012.

Bellus ALC Investments 1, LLC, agreed to purchase the Debtors'
assets for $30 million.  Bellus is an affiliate of Versa Capital
Management.  Bellus is both the Debtors' prepetition secured
lender and postpetition DIP financing lender.

                       About ALC Holdings

Farmington Hills, Michigan-based ALC Holdings LLC dba American
Laser Centers, and American Laser Skincare, provides laser hair
removal treatments.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Lead Case No. 11-13853) on Dec. 8, 2011.
Bankruptcy Judge Mary F. Walrath handles the case.  Landis
Rath & Cobb LLP represents the Debtors in their restructuring
efforts.  BMC Group Inc. serves as claims agent; SSG Capital
Advisors, LLC serves as financial advisors; and Traverse, LLC
serves as restructuring crisis manager.   MBC Consulting and
Melanie B. Cox serve as interim chief executive officer.  Qorval
and Eric Glassman serve as restructuring consultant.

As of Oct. 31, 2011, the Debtors disclosed total assets of
$80.4 million and total liabilities including $40.3 million owing
on a first-lien debt, $51 million in subordinated notes, and
$17.9 million is owing to trade suppliers.  American Laser Centers
of California LLC disclosed $20,988,454 in assets and $99,951,866
in liabilities as of the Chapter 11 filing.  ALC Holdings LLC
disclosed $14,662 in assets and $93,744,094 in liabilities. The
petitions were signed by Andrew Orr, chief financial officer & VP
corporate operations.

Herrick, Feinstein LLP represents the Official Committee of
Unsecured Creditors.  The Committee tapped Ashby & Geddes, P.A. as
Delaware Counsel and J.H. Cohn LLP as its financial advisor.


ALCO CORP: Wants Access to Banco Popular's Cash Until June 30
-------------------------------------------------------------
Alco Corporation asks the U.S. Bankruptcy Court for the District
of Puerto Rico to approve a stipulation authorizing the Debtor's
limited use of certain of Banco Popular's cash collateral.

The Debtor relates that it has no debtor-in-possession financing
and requires the use of the cash collateral to satisfy operating
expenses and continue operating its business.

As of the Petition Date, Banco Popular asserts that it is owed
$968,776.

Pursuant to the stipulation:

   -- Banco Popular consents to the use of cash collateral until
      June 30, 2012;

   -- As adequate protection from any diminution in value for the
      lender's collateral, the Debtor will grant Banco Popular a
      replacement liens and postpetition security interest on all
      of the assets and collateral acquired by the Debtor from the
      Petition Date; and

   -- As additional adequate protection, the Debtor agrees that
      upon the consummation of any sale of substantially all of
      the Debtor's assets encumbered in favor of Banco Popular,
      and in any event if not earlier paid, the proceeds of the
      sale, or any other amount agreed by the parties will be paid
      immediately and indefeasibly to Banco Popular.

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

                         About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., and C. Conde & Associates represents
the Debtor in its restructuring effort.  Alco tapped Jimenez
Vasquez & Associates, PSC, as accountants.  The Debtor scheduled
$11.2 million in assets and $7.76 million in debts.  The petition
was signed by Alfonso Rodriguez, president.


ALCO CORP: Wants to Use PRHTA's Cash to Pay PTLC's Claim
--------------------------------------------------------
Alco Corporation and secured creditor MAPFRE Praico Insurance
Company ask U.S. Bankruptcy Court for the District of Puerto Rico
to approve a stipulation for the release of the cash collateral
subject to security interest held by MAPFRE.

The parties relate that on Oct. 27, 2010, MAPFRE issued
performance and payment bond for the project.  The Puerto Rico
Highway and Transportation Authority is the owner of the project -
- Reparacion de Pavimentos Asfalticos en Carreteras Regional
Norte, Varios Municipios ACT-801262, Subasta Formal P-08-010 Proy.
Fed. LP-9999(77) -- and named obligee in the Bond.

On Oct. 13, 2010, Parking and Traffic Lines Corp., submitted
an extrajudicial claim against the PRHTA for the amount of
$146,869, allegedly owed by Alco in connection with labor and
materials supplied in the project.

The parties agree that the PRHTA Payment Check, which is in
PRHTA's possession, constitutes cash collateral and it is not
property of the estate as it has been established by the
applicable case.

The Debtor would use the cash collateral as partial payment to
PTLC's Claim.

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

                         About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., and C. Conde & Associates represents
the Debtor in its restructuring effort.  Alco tapped Jimenez
Vasquez & Associates, PSC, as accountants.  The Debtor scheduled
$11.2 million in assets and $7.76 million in debts.  The petition
was signed by Alfonso Rodriguez, president.


ALT HOTEL: Can Access Sr. Lender's Cash Collateral Until June 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
in an amended ninth interim order, authorized ALT Hotel, LLC's
continued access to cash collateral until June 30, 2012.

Pursuant to a stipulation with the senior lender, DiamondRock
Allerton Owner, LLC;

   -- the senior lender consented to the use of the cash
      collateral relating to the hotel's room revenues, meeting
      space revenues, food and beverage revenues and other
      operating department revenues, rentals and other income, and
      monies received or held in impound or trust accounts, to
      fund the payment of expenses of the hotel;

   -- with respect to the professional fees, Arcturus, other
      consultant and professional incidentals line items in the
      aggregate amount of $285,000, the Debtor will fund the
      payment of the budgeted professional fees to Neal Wolf &
      Associates, LLC, counsel to the Debtor; and

   -- the senior lender has agreed and the Debtor is directed
      that, among other things: (i) until the ninth interim expiry
      date, the Debtor will (a) continue to adhere to the terms of
      the cash management system set forth in the senior loan
      agreement, including without limitation, maintaining the
      lock-box concentration account system as set forth in the
      senior loan agreement; (ii) adhere to the ninth interim
      period budget subject to a 10% variance allowance per line
      item; (iii) make monthly payments to the senior lender.

As reported in the Troubled Company Reporter on April 19, 2012, as
adequate protection to the diminution in the value of the lender's
collateral, the Debtor will grant the senior lender, among other
things: (i) replacement liens with the same validity and priority
on all rents and all other property of the estate of the same kind
and nature on which the senior lender had a duly perfected and
valid lien and security interest on a prepetition basis; (ii) make
payments to the senior lender equal to interest on the outstanding
senior debt at the default rate set forth in the senior loan
agreement; (iii) continue to maintain adequate insurance on all
property on which the senior lender holds a duly perfected and
valid lien and security interest on a prepetition basis.

A status hearing on the motion for cash collateral usage after the
ninth interim expiry period is set for June 25, at 10:00 a.m.

                       About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.


AMC ENTERTAINMENT: Said to Be In Talks With Chinese Buyer
---------------------------------------------------------
Michael Cieply and Brooks Barnes, writing for The New York Times,
report that people briefed on the discussions said AMC
Entertainment is in talks to sell the company or a significant
stake in it to the Wanda Group, one of China's largest theater
owners.

According to NY Times, the people who described the discussions
spoke on condition of anonymity because the talks are private and
not finished.  The off-and-on negotiations, they said, began more
than a year ago, then became more serious in recent weeks, as AMC
scrapped plans for a stock offering that would have raised as much
as $450 million.

If completed, NY Times says, the deal will begin a new phase in
China's push into the global film industry by sharply increasing
its leverage with Hollywood and creating the first theater chain
to have a commanding presence in the world's two largest movie
markets.

According to NY Times any deal, whether for the entire company or
for a major stake, would probably put a current value of roughly
$1.5 billion on AMC based on AMC's reported cash flow of about
$181 million for the 52 weeks ended Sept. 29 and an industry
expectation that theater chains in the United States will continue
to sell for as much as eight times their annual cash flow.

NY Times Wanda owns commercial properties, luxury hotels and
department stores.  It is also involved with film production and
distribution in China.  On its Web site, Wanda says it accounts
for about 15% of China's movie ticket sales, which were about $2.1
billion last year.  Wanda has said that by 2015 it plans to more
than double its screen count to about 2,000.

Headquartered in Kansas City, Missouri, AMC Entertainment operates
351 theaters with 5,083 screens, with 99% of these located in the
United States and Canada.  Its revenue for the trailing 12 months
through Sept. 30, 2011, was roughly $2.5 billion.  The company is
owned by a private equity consortium comprised of: J.P. Morgan
Partners, LLC, Apollo Management, L.P. and certain related
investment funds and affiliates of Bain Capital Partners, The
Carlyle Group and Spectrum Equity Investors.  The New York Times
relates Apollo and its founder, Leon D. Black, also had a major
stake in the chain before it was sold eight years ago for about
$1.7 billion to a group in which Apollo and J.P. Morgan are the
largest holders, with about 39% each.

AMC carries B2 Corporate Family Rating and Probability of Default
Rating from Moody's; 'B' Issuer Default Rating from Fitch; and 'B'
Corporate Default Rating from Standard & Poor's.


AMC NETWORKS: DISH Deal Termination No Impact on Moody's Ba3 CFR
----------------------------------------------------------------
Moody's Investors Service said that AMC Networks, Inc's Ba3
Corporate Family Rating (CFR) is not impacted by DISH Network's
(Ba2 CFR) announced intent to terminate its carriage agreement
with AMC, despite the negative impact that it may have on
advertising and carriage fee revenues. AMC's announcement of
DISH's intent to discontinue the carriage of AMC's networks came
following the announced moving forward towards trial of the legal
dispute between AMC and DISH regarding a breach of contract
regarding AMC's VOOM satellite business.

DISH has publicly stated that its decision to drop AMC's networks
is due to ratings and value relative to what it pays for the AMC
programming, and is not related to the legal conflict. However, in
Moody's opinion, the move is irregular and the timing Moody's
believes provides DISH with some leverage in settling the dispute.
Even if the two events are not linked, Moody's believes that the
relationship between both parties will inevitably be impacted by
the dispute, and their future programming relationship could be
influenced by any potential settlement of the litigation. Moody's
believes that AMC's networks are unlikely to be dropped on a long-
term basis, given the strength and popularity of its programming
relative to other non-sports basic cable programming, and will be
restored possibly as part of a settlement of the VOOM litigation.

DISH is a significant customer for AMC and the long-term loss of
its carriage by DISH would have a material impact on the company's
growth prospects and speed at which it will be able to reduce
leverage. However, Moody's believes that DISH, with its 14.07
million subscribers that represent about 12.5% of the US pay-TV
footprint, will also be negatively impacted. "It is likely that
some of DISH's subscribers will be marketed by most cable TV
providers and DIRECTV Corporation (Baa2) as they carry AMC's
networks and specifically its popular original programming such as
Mad Men, The Walking Dead, Breaking Bad, and others and we believe
that they will use their carriage of AMC's networks to their
marketing advantage," stated Neil Begley, a Moody's Senior Vice
President. In dropping AMC's Networks, DISH risks moderately
eroding its subscriber base of over 14 million subscribers, and at
the least slow down the recent positive momentum in subscriber
gains in recent quarters, after losing over 250,000 subscribers
over 2010 and 2011. For this reason, Moody's believes the
satellite pay-tv provider will eventually renew the contract with
AMC.

Moody's notes that the sustained loss of distribution by DISH may
impact AMC's ability to reduce leverage to under 5.0x by year end
2012. However, in such a scenario, Moody's anticipates the company
will continue to use free cash flow to pay down debt and get back
on a de-leveraging trajectory in the near term. "The impact of a
significant customer loss will reduce financial flexibility and
the company's ratings could come under pressure if it were to lose
additional carriage agreements, although this is unlikely for an
important cable network programmer like AMC Networks," stated Mr.
Begley. It is important to note that AMC Networks doesn't own much
of its programming, and broad availability (though with some
restrictions) of its programming on subscription video on demand
streaming websites may undermine the value of its programming
relative to its cost.

AMC's liquidity position remains strong, with over $200 million in
cash on hand at 12/31/2011, access to a $500 million undrawn
revolver, as well as due to the pre-payment of required
amortization payments under its Term Loan A through 2013.

AMC Networks, Inc. supplies television programming to pay-TV
service providers throughout the United States. The company
predominantly operates four entertainment programming networks -
AMC, WE tv, IFC and Sundance Channel.


AMERICAN AIRLINES: Pilots to Rally Friday to Oppose CBA Cuts
------------------------------------------------------------
From the Allied Pilots Association:

         WHO:   The Allied Pilots Association (APA), representing
                the 10,000 pilots who fly for American Airlines.

        WHAT:   Large rallies demonstrating unity among American
                Airlines' front-line employees.

        WHEN:   Friday, May 11, 2012.
                - Fort Worth rally begins at 9 a.m. CDT.
                - New York rally begins at 10 a.m. EDT.

        WHERE:  Fort Worth rally at APA headquarters, 14600
                Trinity Blvd., Ste. 500, Fort Worth, TX 76155-
                2512.  New York rally at One Bowling Green in
                front of the bankruptcy court and adjacent to
                Battery Park, New York, NY 10004-1408.

        WHY:    Highlight objections to airline management's
                efforts to have the bankruptcy court terminate the
                collective-bargaining agreements, and to emphasize
                a sentiment of "no confidence" among front-line
                employees in management's business plan and their
                ability to successfully restructure American
                Airlines.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Agents Protest Drastic Cuts in Pay & Benefits
----------------------------------------------------------------
In violation of the law, the airline has refused to turn over the
addresses of workers eligible to vote in the scheduled election.
Agents will protest this silencing by wearing mailing labels over
their mouths

American Airlines agents will hold a news conference Thursday,
May 10, on the urgent need to stop AMR Corporation from
implementing drastic, cost-cutting changes in pay, benefits and
working conditions in advance of their union representation
election.

        Who:    More than 100 American Airline agents and
                Communications Workers of
                America supporters

        What:   News conference protesting AMR's drastic changes
                to agents' pay, benefits and work conditions

        When:   Thursday, May 10, 2012, 9 am EDT

        Where:  Outside US Bankruptcy Court, Southern District of
                New York, 1 Bowling Green, New York, NY

The agents' Ad Hoc Committee for Passenger Service Agents has a
motion before US Bankruptcy Court Judge Sean Lane to issue an
injunction to stop AMR from making those cuts before the election.

"I have been stunned at how low this company that I have worked so
hard for, and for many years trusted, will go to keep us from
having that voice," said Rosemary Capasso, a American Airlines
agent and chair of the Ad Hoc Committee for Passenger Service
Agents.  "Even while in bankruptcy -- while they're kicking
longtime employees to the curb, outsourcing jobs, taking away the
retirement security, telling us we have to work harder for
significantly less money -- they have spent hundreds of thousands
of dollars on union busters and attorneys to squash our effort to
have a representation election."

The National Mediation Board has called for an election to be held
from May 17 to June 19. In demonstrating that they want
representation, agents should fall under Section 1113 of the
bankruptcy code, just as the unionized workers do.

AMR is refusing to comply with the NMB's directive and, in fact,
has sued the agency to block the workers' representation election
from going forward.  "AMR wants to substitute its own agenda for
congressional action and has filed a lawsuit based on an empty
legal claim," said Communications Workers of America Organizing
Director Sandy Rusher.

For weeks, AMR has refused turn over the list of names of agents
who are eligible to vote in the election, so that the National
Mediation Board can mail out voting instructions. Agents will be
protesting the company's attempt to muzzle employees by wearing
mailing labels over their mouths.

On December 7, the Communications Workers of America filed for a
representation election for passenger service agents at American
Airlines. The agents are the only major workgroup at American
Airlines without union representation.

                  About American Airlines

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

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

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

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

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

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

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

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


AMF BOWLING: Credit Pact Amendment No Effect on Moody's Caa3 CFR
----------------------------------------------------------------
Moody's Investors Service said that AMF Bowling Worldwide, Inc.'s
recent amendment to the first lien credit agreement is a slight
credit positive because it extends the maturity date of the
revolving credit facility to November 30, 2012 from June 12, 2012.
However, there is no impact on the company's Caa3 corporate family
rating and negative outlook, which capture significant refinancing
risk in the form of the first and second lien term loans maturing
in June and December 2013, respectively.

The principal methodology used in rating AMF 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 Richmond, Virginia, AMF Bowling Worldwide, Inc.
is the largest operator of bowling centers in the world with
approximately 302 centers in operation, including eight centers
outside the United States.


AMF BOWLING: S&P Lowers Corp. Credit Rating to 'CCC'; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Mechanicsville, Va.-based AMF Bowling Worldwide Inc.
(AMF) to 'CCC' from 'CCC+'. The rating outlook is negative.

"At the same time, we revised our recovery rating on the AMF's
first-lien senior secured credit facilities to '2', reflecting our
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default, from '3'. The issue-level rating
on the first-lien senior secured credit facilities remains
'CCC+'(one notch above the corporate credit rating), in accordance
with our notching criteria," S&P said.

"The upward revision to our recovery rating on the first-lien term
loan reflects our expectation for a smaller amount of first-lien
debt outstanding at default than under our previous analysis. AMF
recently announced an amendment to its first lien credit facility,
which allows the company to only use the revolver for letters of
credit (LOC). Previously, we assumed a fully drawn $40 million
revolver," S&P said.

"We also lowered our issue-level rating on AMF's second-lien
senior secured credit facility to 'CC' (two notches lower than the
corporate credit rating) from 'CCC-', and maintained our recovery
rating of '6', indicating our expectation of negligible (0 to 10%)
recovery for lenders in the event of a payment default," S&P said.

"The downgrade reflects the significant refinancing risk
associated with near term debt maturities and our view that a
restructuring of at least a portion of AMF's debt obligations is
becoming more likely," said Standard & Poor's credit analyst
Michael Halchak. "Furthermore, even if AMF does successfully
extend maturities, it likely would face higher interest costs, as
financial market conditions have meaningfully changed since the
existing credit facilities were put into place, and AMF's
operating performance has weakened. We believe AMF would have
difficulty meeting its fixed charges if subject to meaningfully
higher interest rates. AMF recently executed an amendment to
extend its revolver to November 2012. The terms of the revolver
amendment only allow it to use the revolver for LOCs, with no
additional borrowing capacity. If AMF cannot extend the revolver
again later this year, the company would likely need to cash
collateralize the outstanding LOC, an event we believe would
severely strain liquidity."


APPLETON PAPERS: Incurs $64.7 Million Net Loss in Q1
----------------------------------------------------
Appleton Papers Inc. reported a net loss of $64.69 million on
$219.63 million of net sales for the three months ended April 1,
2012, compared with a net loss of $5.19 million on $218.01 million
of net sales for the three months ended April 3 2011.

The Company's balance sheet at April 1, 2012, showed
$609.84 million in total assets, $864.04 million in total
liabilities, and a $254.20 million total deficit.

Mark Richards, Appleton's chairman, president and chief executive
officer, said an excellent performance by the Company's thermal
papers segment enabled Appleton to exceed sales and profit
expectations for the quarter, excluding restructuring expense and
other related costs.  While shipments of thermal receipt paper
declined more than 3% compared to first quarter 2011, volume for
the Company's tag, ticket and entertainment (TLE) products, rose
nearly 20%, led by an increase of more than 50% for shipments to
international markets.  "Our thermal segment continues to achieve
strong growth, especially our TLE products," said Richards.
"Capturing that growth is consistent with our strategy to place
greater focus on TLE product sales while improving the
profitability of our thermal papers receipt business."

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

                        http://is.gd/cY1l5F

                       About Appleton Papers

Appleton, Wisconsin-based Appleton Papers Inc. --
http://www.appletonideas.com/-- produces carbonless, thermal,
security and performance packaging products.  Appleton has
manufacturing operations in Wisconsin, Ohio, Pennsylvania, and
Massachusetts, employs approximately 2,200 people and is 100%
employee-owned.  Appleton Papers is a 100%-owned subsidiary of
Paperweight Development Corp.

The Company reported a net loss of $2.11 million for the year
ended Dec. 31, 2011, compared with a net loss of $31.66 million
for the year ended Jan. 1, 2011.

                          *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


ARCAPITA BANK: Settles Disputes With Creditors on Cash Control
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Arcapita Bank BSC settled disputes with the
creditors' committee in advance of the May 8 hearing on the first-
day motions.  The committee was concerned with keeping control of
cash so it doesn't flow to Arcapita investments over which the
bankruptcy court in New York would have no control.

                       About Arcapita Bank

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

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

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

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

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

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

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


BASIL STREET: EFO Unit Provides $3.62MM Postpetition Term Loan
--------------------------------------------------------------
Family Access Exchange LLC, an affiliate of EFO Holdings, LP, has
provided a $3.62 million super-priority post-petition term loan to
Basil Street Partners, LLC, the owner of a luxury mixed-use
waterfront development known as Naples Bay Resort in downtown
Naples, Florida.

The Loan was requested by Ms. Diane Jensen, in her representative
capacity as Trustee of the bankruptcy estate of Basil Street
Partners, LLC, and was approved under order of the U.S. Bankruptcy
Court for the Middle District of Florida, Fort Myers Division, on
April 16, 2012.

Family Access Exchange is an affiliate of EFO Holdings, a Naples,
FL and Dallas, TX-based family office.  The company has
specialized in providing financing to companies reorganizing under
Chapter 11 of the U.S. Bankruptcy Code, commonly referred to as
"DIP Financing."

Naples Bay Resort is a master plan development that encompasses 30
waterfront residential condominiums, 85 condo-hotel units, 29,912
square feet of commercial space, and a 97-slip marina with direct
access to the Gulf of Mexico.

EFO has provided DIP Financing to entities throughout the United
States including Florida, California, North Carolina, Minnesota
and Colorado.  A sample of their loans include: Aqua at Pelican
Isle, Naples, Florida ($26 Million); Twin Eagles Golf and Country
Club, Naples, Florida ($6 Million); Mi Arbolito, San Diego,
California ($4.2 Million); Phoenix Biocomposites, LLC,
Minneapolis, Minnesota ($3 Million); Cypress Woods Golf and
Country Club, Naples, Florida ($700,000); Key West Brewery, Key
West, Florida ($500,000); and others locally and throughout the
United States.

EFO has also provided equity for companies not reorganizing under
Chapter 11 and have provided capital and guidance to several
private companies including but not limited to: Laser Spine
Institute, Tampa, Florida; Waste Corporation of America, Houston,
Texas; Palm Beach Tan, Dallas, Texas; Melbourne Greyhound Track,
Melbourne, Florida; and others.

EFO may be reached through:

        Linda Coffman
        Tel: 214-849-9821
        E-mail: Lcoffman@efoholdings.net

Basil Street Partners LLC offers real estate development services
in Florida.  The company was incorporated in 2003 and is based in
Naples, Florida.  On October 19, 2011, an involuntary petition
for liquidation under Chapter 7 was filed against Basil Street
Partners, LLC in the US Bankruptcy Court for the Middle District
of Florida.


BEAR MOUNTAIN: Rabo Agrifinance Disputes Bid to Dismiss Case
------------------------------------------------------------
North Cascades National Bank asks the U.S. Bankruptcy Court to
dismiss Bear Mountain Ranch Holdings, LLC's Chapter 11 case or
convert it to Chapter 7 unless the Court determines that the
appointment of a trustee or an examiner is necessary.  NCNB
pointed out that since the Debtor filed bankruptcy, it has had
minimal revenues, while incurring administrative expenses beyond
its ability to pay upon the allowance.  The Debtor also failed to
pay the real property taxes due on Oct. 15, 2011, and has no
ability to pay taxes due on April 15, 2012.

Meanwhile, Rabo Agrifinance, Inc., objected to NCNB's request,
saying NCNB fails to present facts sufficient to support
dismissal.

RAF has filed a proof of claim that shows the Debtor owes it
$1,375,650 as of Sept. 1, 2011.  RAF said the Debtor's obligation
to pay RAF is secured by a mortgage on certain orchard properties
owned by the Debtor.  The Debtor's obligation to pay RAF is also
secured by a security interest in certain irrigation equipment and
fixtures located on or near the orchards.  The Debtor is in
default of its payment obligations to RAF having failed to pay the
payments of principal or interest due Sept. 1, 2009, March 1,
2010, Sept. 1, 2010, March 1, 2011, and Sept 1, 2011.  Subsequent
to the filing of RAF's proof of claim, the Debtor failed to make
its scheduled payment due on March 1, 2012.

RAF said NCNB's motion to dismiss is supported by the declarations
of attorney Robert Kiesz and NCNB CEO Scott Anderson.  Each of
those declarations, RAF said, are filled with hearsay statements
concerning proposed sales of various parcels of real property by
the debtor, which parcels include the orchard property that is
collateral for the RAF claim.  Neither of those declarations
includes a copy of a purchase and sale agreement or any other
evidence concerning the proposed sales.  Yet each declarant
supports a "prompt and rapid dismissal" to facilitate the quick
closing of the proposed real property sales.

While RAF does not, in principal, object to the prompt and rapid
closing of a sale of its collateral for a price that will pay its
claim in full -- as is suggested by the declarants -- there is
simply no evidence that such a sale is pending.  Therefore, to the
extent that NCNB's motion to dismiss is premised upon the
expedited sale of the Debtor's real property, the motion should be
denied.

                 About Bear Mountain Ranch Holdings

Chelan, Washington-based Bear Mountain Ranch Holdings LLC, fka
Bear Mountain LLC, and dba Bear Mountain Orchards, filed for
Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-04354) on
Sept. 1, 2011, before Judge Patricia C. Williams.  The Debtor
disclosed $13,005,047 in assets and $4,439,811 in liabilities as
of the Chapter 11 filing.

Robert D. Miller Jr., the United States Trustee for the Eastern
District of Washington, in Spokane, failed to appoint an official
committee of unsecured creditors due to the lack of entities
eligible to serve on the committee.


BEAR MOUNTAIN: Wants Exclusive Filing Period Extended to May 28
---------------------------------------------------------------
Bear Mountain Ranch Holdings LLC asks the U.S. Bankruptcy Court
for the Eastern District of Washington to extend the exclusive
periods within which only the Debtor can file a plan from March
29, 2012, to May 28, 2012, and the period to secure acceptance of
a plan from May 28, 2012, to July 27, 2012.

The Debtor said North Cascades National Bank has sought dismissal
of the case, which, absent unexpected circumstances, will not be
opposed by the Debtor.  In the event that the Motion to Dismiss is
not granted, BMRH said it should be entitled to an additional
extension of the Exclusive Periods, which would then be warranted
and appropriate.  In that event, there would be no prejudice to
the legitimate interests of creditors and other parties in
interest, and the extension would not be sought for an improper
purpose, the Debtor said.

                 About Bear Mountain Ranch Holdings

Chelan, Washington-based Bear Mountain Ranch Holdings, LLC, fka
Bear Mountain, LLC, and dba Bear Mountain Orchards, filed for
Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-04354) on
Sept. 1, 2011, before Judge Patricia C. Williams.  The Debtor
disclosed $13,005,047 in assets and $4,439,811 in liabilities as
of the Chapter 11 filing.

Robert D. Miller Jr., the United States Trustee for the Eastern
District of Washington, in Spokane, failed to appoint an official
committee of unsecured creditors due to the lack of entities
eligible to serve on the committee.


BEAR MOUNTAIN: Can Pay Farming Expenses From 2011 Crop Proceeds
---------------------------------------------------------------
Bear Mountain Ranch Holdings LLC obtained approval from the U.S.
Bankruptcy Court to incur debt that would be allowable as an
expense of administration, authorizing payment for immediate
farming expenses and management services from the 2011 crop
proceeds.

BMRH is authorized to incur debt of up to $37,000 that is
allowable as an expense of administration.

The payment to Custom Orchards, Inc. for farming expenses and
management services of the East Side Orchard, including pruning
work and utilities, will be paid from the 2011 Crop Proceeds
without interest.

               About Bear Mountain Ranch Holdings

Chelan, Washington-based Bear Mountain Ranch Holdings, LLC, fka
Bear Mountain, LLC, and dba Bear Mountain Orchards, filed for
Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-04354) on
Sept. 1, 2011, before Judge Patricia C. Williams.  The Debtor
disclosed $13,005,047 in assets and $4,439,811 in liabilities as
of the Chapter 11 filing.

Robert D. Miller Jr., the United States Trustee for the Eastern
District of Washington, in Spokane, failed to appoint an official
committee of unsecured creditors due to the lack of entities
eligible to serve on the committee.


BERNARD L. MADOFF: Trustee Seeks Out Fairfield Sentry Customers
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities LLC filed papers this week designed to learn exactly
whom he should be suing to recover pre-bankruptcy withdrawals by
the Fairfield Sentry Ltd. feeder fund.

According to the report, suits filed by Madoff trustee Irving
Picard were made possible by a settlement in June 2011 between Mr.
Picard and Fairfield's liquidators from the British Virgin
Islands.  In the settlement, the liquidators and the Madoff
trustee agreed on splitting up recoveries against investors in
Fairfield Greenwich Group funds.  In addition, the Madoff trustee
received a $3.05 billion judgment against the Fairfield funds.
Empowered by the settlement, Mr. Picard sued dozens of Fairfield
Sentry customers who received money paid out by the Madoff Ponzi
scheme.

The report relates that Mr. Picard says in his May 7 papers that
some defendants, such as banks and financial institutions, contend
they were acting simply as conduits for whoever was the actual
investor in the Fairfield fund.  If the defendants are successful
in proving they were simply conduits, Mr. Picard's lawsuits could
be dismissed.  Mr. Picard, in papers filed in bankruptcy court in
New York, asked the bankruptcy judge to compel the defendants to
reveal if they will raise the conduit defense, and if they do, to
disclose who the real customer is.  Mr. Picard then would be able
to sue the actual customer before a deadline runs out.

                      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.


BERWIND REALTY: Wants to Employ Carrasquillo as Fin'l Consultant
----------------------------------------------------------------
Berwind Realty, LLC, seeks permission from the Bankruptcy Court to
employ Luis R. Carrasquillo & Co., P.S.C., as financial
consultant.  The Debtor tells the Court it is in need of an
accountant to assist its management in the financial restructuring
of its affairs by providing advice in strategic planning and the
preparation of the Debtor's plan of reorganization, disclosure
statement and business plan, and participate in the Debtor's
negotiations with creditors.

The Debtor assures the Court that Carrasquillo and the members of
the accounting firm are disinterested persons as defined in
Section 101(14) of the Bankruptcy Code.

The firm's current hourly rates are:

          Professional                    Rate/Hour
          ------------                    ---------
          Luis R. Carrasquillo             $160
          Marcelo Gutierrez                $125
          Other CPA's                    $90-$125
          Lionel Rodriguez Perez           $85
          Carmen Callejas Echevarria       $75
          Omara Torres Ortiz               $75
          Sandra Zavala Diaz               $50
          Janet Marrero                    $35
          Iris L. Franqui                  $35

Carrasquillo received a $15,000 advance retainer from the Debtor.

                        About Berwind Realty

Berwind Realty, LLC, filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 12-02701) in Old San Juan, Puerto Rico, on April 5, 2012.
Berwind Realty, a real estate firm, scheduled assets of $53.8
million and liabilities of $58.1 million.  Saleh Yassin signed the
petition as president.  The Debtor is represented by Charles
Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Offices.


BETSEY JOHNSON: Simon Property Challenges Liquidation Sales
-----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Simon Property Group
Inc. objected on Tuesday to Betsey Johnson LLC's chain-wide going-
out-of-business sales, claiming the advertising planned by the
bankrupt clothier violate lease agreements with the real estate
giant.

                        About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.  Formed as
B.J. Vines by its namesake, iconic fashion designer Betsey Johnson
in 1978, the Debtor sells clothing, footwear, handbags and a
signature fragrance through 63 Betsey Johnson retail stores and
outlets in the U.S.  The Company, which has 400 employees, also
sells its products in department and specialty stores worldwide,
including Macy's and Lord & Taylor, and online at
http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor has tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co-counsel; Richter Consulting, Inc., as financial advisor, and
Donlin Recano & Company as claims and notice agent.  The petition
was signed by Jonathan Friedman, chief financial officer.

Hilco Merchant Resources, LLC, will serve as stalking horse bidder
for the sale.  Hilco is represented by Chris L. Dickerson, Esq.,
at DLA Piper LLP (US).  Counsel for Steven Madden, Ltd., is Neil
Herman, Esq., at Morgan, Lewis & Bockius LLP.  Counsel for First
Niagara Commercial Finance, Inc., the DIP Lender, is James C. Fox,
Esq., at Ruberto, Israel & Weiner.


BIOCORAL INC: Incurs $920,000 Net Loss in 2011
----------------------------------------------
Biocoral, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$920,103 on $286,548 of net sales in 2011, compared with a net
loss of $703,272 on $307,655 of net sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.39 million
in total assets, $4.53 million in total liabilities and a $3.14
million total stockholders' deficit.

Michael T. Studer CPA P.C., in Freeport, New York, noted that the
Company's present financial condition raises substantial doubt
about its ability to continue as a going concern.  The independent
auditors added that the Company had net losses for the years ended
Dec. 31, 2011, and 2010, respectively.  Management believes that
it is likely that the Company will continue to incur net losses
through at least 2012.  The Company had a working capital
deficiency of approximately $1,570,000 and $2,125,000, at Dec. 31,
2011 and 2010, respectively.  The Company also had a stockholders'
deficit at Dec. 31, 2011, and 2010, respectively.

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

                        http://is.gd/WrgS5d

                        About Biocoral, Inc.

Headquartered in La Garenne Colombes, France, Biocoral, Inc.
-- http://www.biocoral.com/-- was incorporated under the laws of
the State of Delaware on May 4, 1992.  Biocoral is a holding
company that conducts its operations primarily through its wholly-
owned European subsidiaries.  The Company's operations consist
primarily of research and development and manufacturing and
marketing of patented high technology biomaterials, bone
substitute materials made from coral, and other orthopedic, oral
and maxillo-facial products, including products marketed under the
trade name of Biocoral.  Most of the Company's operations are
conducted from Europe.  The Company has obtained regulatory
approvals to market its products throughout Europe, Canada and
certain other countries.  The Company owns various patents for its
products which have been registered and issued in the United
States, Canada, Japan, Australia and various countries throughout
Europe.  However, the Company has not applied for the regulatory
approvals needed to market its products in the United States.


BOWLES SUB: Parcel A, B & C Entities File for Chapter 11
--------------------------------------------------------
Six more entities controlled by StoneArch II/WCSE Minneapolis
Industrial LLC sought Chapter 11 protection in Minneapolis,
Minnesota, this week.

In 2007, StoneArch acquired various limited liability companies,
which in turn owned 27 industrial multi-tenant properties located
in the Twin Cities.  The properties were divided into four
separate pools: A, B, C, and D.

Bowles Sub Parcel A, LLC, and five other entities, which jointly
own parcels A, B and C, filed for Chapter 11 protection (Bankr. D.
Minn. Case Nos. 12-42765, 12-42768, 12-42769, 12-42770, 12-42772,
and 12-42774) on May 8, 2012.  Each of the May 8 Debtors estimated
$10 million to $50 million in assets.

The other May 8 debtors are Fenton Sub Parcel A, LLC, Bowles Sub
Parcel B, LLC, Fenton Sub Parcel B, LLC, Bowles Sub Parcel C, LLC,
and Fenton Sub Parcel C, LLC.

According to the case docket, incomplete filings are due May 22,
2012.  The exclusive period to file a plan and disclosure
statement ends Sept. 5, 2012.  Governmental proofs of claim are
due by Nov. 5, 2012.

The May 8 Debtors on the Petition Date filed applications to hire
Ralph Mitchell, Esq., at Lapp Libra Thomson Stoebner & Pusch, in
Minneapolis, as counsel.

The firm's attorneys and paralegal who will provide services to
the Debtors and their hourly rates are:

     $430 per hour for Ralph V. Mitchell,
     $250 per hour for Tyler D. Candee,
     $310 per hour for Rosanne H. Wirth,
     $160 per hour for paralegal services

Steven B. Hoyt, as chief manager, signed the Chapter 11 petitions.

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC, which jointly
own the properties in pool D sought Chapter 11 protection (Bankr.
D. Minn. Case Nos. 11-44430 and 11-44434) on June 29, 2011.  A
Chapter 11 plan has been filed for the pool D debtors.  The plan,
if approved, would allow the existing owners to maintain operation
of the properties.  A full-text copy of the Disclosure Statement
is available for free at:

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


BRIER CREEK: AAC Can Continue Providing Property Mgt. Services
--------------------------------------------------------------
The Bankruptcy Court authorized Brier Creek Corporate Center
Associates Limited, at al., to continue employment of American
Asset Corporation to provide property management services pursuant
to the existing Property Management Agreements.

The Court concludes that AAC is not a "professional" within the
meaning of Section 327 of the Bankruptcy Code only with respect to
the property management duties performed by AAC pursuant to the
Property Management Agreements, and as a result, Section 327 is
inapplicable and does not disqualify AAC from continuing to
provide services to the Debtors.

The Debtors are authorized to pay AAC a management fee, capital
expenditure fee and tenant improvement fee, and those
compensation will be paid in the ordinary course and without
further application, notice or hearing.  The Debtors also are
authorized to reimburse AAC for costs incurred by AAC on
behalf of the Debtors without further application, notice or
hearing.

However, the order does not authorize the Debtors to pay these
fees:

    (i) leasing services and leasing fee;
   (ii) long term financing services and a financing fee;
  (iii) supervision of improvements and a supervision fee;
   (iv) sale of parcels and a sales fee; or
    (v) a credit enhancement fee.

                         About Brier Creek

Brier Creek Corporate Center Associates Limited, Whitehall
Corporate Center #4, LLC, and seven other related entities
affiliates filed for Chapter 11 protection (Bankr. E.D.N.C. Lead
Case No. 12-01855) on March 9, 2012.  The Debtors own real
property located in Wake County, North Carolina and Mecklenburg
County, North Carolina.  In most instances, the real property
owned by the Debtors consists of land upon which is constructed
commercial or industrial buildings consisting of office, service
or retail space.

The affiliates that also sought bankruptcy protection are: Brier
Creek Office #4, LLC; Brier Creek Office #6, LLC; Service Retail
at Brier Creek, LLC; Service Retail at Whitehall II L.P.; Shopton
Ridge 30-C, LLC; Whitehall Corporate Center #4, LLC; Whitehall
Corporate Center #5, LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northen Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates is the appraiser.  The petitions were signed by Terry
Bradshaw, vice president.


BUTTERMILK TOWNE: Has No Employees, Wants Ch. 11 Case Dismissal
---------------------------------------------------------------
Buttermilk Towne Center, LLC, filed a new motion asking the U.S.
Bankruptcy Court for the Eastern District of Kentucky to dismiss
its Chapter 11 case because it has no employees to assist with
further administration of the case.

The Debtor believes that the expenses associated with
administering the remaining funds under either Chapter 11 or
Chapter 7 of the Bankruptcy Code will likely exceed the amount of
the remaining funds.

Previously, the Hon. Tracey N. Wise overruled the motion to
dismiss case filed on April 3, finding that, among other things:

   -- the pleading does not meet the notice and opportunity for
      hearing criteria as set forth by the Court;

   -- notice of hearing is missing; and

   -- the motion must provide 21 days notice of opportunity for
      filing objections or of hearing.

The Debtor, in its April 3 motion, related that it has finalized
the sale and delivered its ending cash collateral to Bank of
America, N.A.  Although the value of the project was ultimately
lower than the amount owed to BOA on the Petition Date, the sale
was structured so that most of the Debtor's constituencies
received or will receive some recovery on their claims.  BOA
received monthly payments totaling in excess of $1.5 million
during the case and net sale proceeds of approximately
$18 million.  The PILOT creditors (the City of Crescent Springs,
the Kenton County School Board, and the Kenton County Library)
were paid approximately $1.5 million in cure payments, and the
Buyer has assumed the PILOT agreements.

The sale also provided for full payment of L.A. Fitness'
approximately $4 million claim, and L.A. Fitness has entered into
a new long-term lease with the buyer.  The buyer assumed all other
tenants' unexpired leases, and all cure payments with respect to
the leases were paid.  Finally, although equity holders did not
receive any payments, they did have the opportunity to participate
in the sale process and submit bids for the Project.

                About Buttermilk Towne Center LLC

Cincinnati, Ohio-based Buttermilk Towne Center, LLC, owns and
operates a commercial real estate development, known as Buttermilk
Towne Center, located in Crescent Springs, Kenton County,
Kentucky.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Ky. Case No. 10-21162) on April 28, 2010.  Timothy J. Hurley,
Esq., Paige Leigh Ellerman, Esq., and Beth A. Silvers, Esq., at
Taft Stettinius & Hollister LLP,  serve as the Debtor's counsel.
The Company disclosed $28,999,954 in assets and $41,085,856 in
liabilities as of the Petition Date.


CANYON HOLDINGS: Jeffrey B. Wells Approved as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Canyon Holdings LLC Series Southgate 42 to employ the
firm of Jeffrey B. Wells as counsel.

Previously, the Court granted the motion filed by Danial D. Pharis
and Lasher Holzapfel Sperry & Ebbersen, P.L.L.C. (i) approving the
withdrawal as counsel of record for the Debtor; and approving the
firm as substitute attorney for the Debtor.

The firm's personnel hourly rates are:

         Attorney              $360
         Associate             $280
         Paralegal             $100

The Debtor paid a retainer to Jeffrey B. Wells in the amount of
$5,000 plus $1,039 to pay for the filing fee prior to the
bankruptcy petition.

To the best of Debtor's knowledge, the members and associates of
the firm of of the firm do not have interest adverse to the estate
in the matters upon which it is to be retained.

                      About Canyon Holdings

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

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

Mr. Novak has obtained an order from the Bankruptcy Court
declaring Canyon Holdings in default as required under Section 303
of the Bankruptcy Code.


CAPFA CAPITAL: Moody's Affirms 'Caa3' Rating on 2000F Bonds
-----------------------------------------------------------
Moody's Investors Service has affirmed the Caa3 underlying rating
on the CAPFA Capital Corp. 2000F's Student Housing Revenue Bonds,
Senior Series 2000F-1 issued by Capital Projects Finance
Authority. The outlook is stable. The Caa3-rated senior bonds are
insured by National Public Finance Guarantee Corporation and also
rated Baa2 based on the bond insurance policy. The Caa3 rating is
based on expected loss estimates over the next 12 to 24 months.
This estimate includes the presence of a Protective Advance
Agreement made by the bond insurer National Public Finance
Guarantee Corporation, which has recently increased its commitment
from $21,175,000 to $36,700,000.

Outlook

The outlook is stable. This reflects Moody's view that although
there is uncertainty around expected recovery, these risks are
balanced by improvements in occupancy rates after the
reinstatement of the referral agreement with the University of
Central Florida. Occupancy rates have increased from 68% to 80% of
all units and 100% of all available units for rent at Knight's
Circle. The weighted average occupancy of both projects is 87%.
All repairs are expected to be completed by the Fall 2012 academic
year.

WHAT COULD MOVE THE RATING - UP

Stronger stream of pledged revenues that is able to pay debt
service on the bonds

WHAT COULD MOVE THE RATING - DOWN

Low occupancy rates or higher expenses that lead to higher
expected losses

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


CARDTRONICS INC: Moody's Upgrades CFR to 'Ba3'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service raised Cardtronics, Inc.'s corporate
family and probability of default ratings to Ba3 from B1 and the
rating for the company's senior subordinated debt to B2 from B3.
Moody's also assigned a Speculative Grade Liquidity rating of SGL-
2 to Cardtronics and changed the outlook for Cardtronics' ratings
to stable from positive. The upgrade of Cardtronics' ratings
reflects the company's increased profitability and ability to
sustain moderate leverage.

Ratings Rationale

The ratings upgrade reflects Moody's expectations that Cardtronics
can sustain its moderate financial risk profile in the longer term
as a result of its growing profitability and stable cash flow from
operations. Moody's believes that Cardtronics can fund its organic
expansion plans as well as small- to moderate-sized acquisitions
through its cash flow from operations and maintain debt-to-EBITDA
leverage below 3.0x.

The Ba3 corporate family rating reflects Cardtronics' moderate
debt-to-EBITDA leverage (2.5x, incorporating Moody's standard
analytical adjustments) and its consistent levels of free cash
flow in excess of 10% of the total debt in the past three years.
The credit metrics reflect the company's strong EBITDA growth in
the last three years driven by good business execution, its
enhanced scale and organic expansion. The Ba3 rating is supported
by Cardtronics' good market position in the U.S. as the largest
non-bank owner of ATMs and the stability of its recurring revenues
from long term service contracts. The rating also considers the
growth in Cardtronics' bank branded ATMs and the scalability of
its surcharge-free Allpoint ATM network, which provides enhanced
value to small and mid-sized financial institutions and regional
banks by substantially augmenting their retail presence through
access to more than 47,800 participating ATMs.

Cardtronics's moderate financial risk profile and its stable free
cash flow mitigate the Company's business risks resulting from its
high customer revenue concentration, its highly competitive and
mature industry, and the uncertainties in the intermediate to long
term about the company's ability to maintain ATM surcharge fee and
ATM interchange rates in various jurisdictions it operates in. In
addition, Moody's expects the secular shift towards electronic
payment transactions will constrain organic growth opportunities
in the ATM industry and cash-based transactions.

The stable outlook reflects Moody's expectations that Cardtronics'
revenues should increase in the mid to high single digit
percentages in the next 12 to 18 months, excluding acquisitions,
and that the company should maintain stable EBITDA margins.

Moody's assigned SGL-2 liquidity rating to Cardtronics reflecting
the company's good liquidity mainly comprising its projected free
cash flow, access to funds under the company's revolving credit
facility and no material debt maturities until July 2016.

Moody's is also correcting the rating history of Cardtronic's
Shelf Registration. Due to an internal administrative error, the
rating was not included in the June 23, 2011 rating action. The
correct rating history for the Shelf Registration is: (P) B2
assigned August 12, 2010; downgraded to (P) B3 June 23, 2011;
upgraded to (P)B2 May 8, 2012.

Absent a meaningful increase in profitability and levels of cash
flow generation a ratings upgrade is unlikely in the next 12 to 18
months. However, Moody's could raise Cardtronics' ratings if the
company demonstrates sustained increases in cash flow generation
and commitment to maintain debt-to-EBITDA leverage below 2.5x
(Moody's adjusted), including potential for debt-financed
acquisitions.

Conversely, Moody's could downgrade Cardtronics' ratings if the
company's profitability or liquidity erodes as a result of
increasing competition, changes in regulatory environment or loss
of large customer(s). In addition, aggressive fiscal policies
could pressure the ratings or the outlook. Moody's could lower
Cardtronics' ratings if the company is unable to sustain leverage
below 3.0x and free cash flow declines to less than 5% of its
adjusted debt.

The following ratings were upgraded:

Issuer: Cardtronics, Inc.

Corporate family rating -- Ba3, from B1

Probability of default rating -- Ba3, from B1

$200 million senior subordinated notes due 2018 -- B2, LGD 5, 81%
from B3, LGD 5, 81%

Senior subordinated shelf -- (P) B2, from (P) B3

Outlook -- stable, changed from positive

The principal methodology used in rating Cardtronics 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 Houston, TX, Cardtronics is the world's largest
non-bank owner of ATMs. The company reported about $678 million in
revenue in the LTM 1Q 2012 period.


CAREFREE WILLOWS: Plan Confirmation Hearing Set for June 1
----------------------------------------------------------
The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
Central District of California conditionally approved the fourth
amended disclosure statement filed by Carefree Willows, LLC, in
support of its plan of reorganization dated Feb. 29, 2012.  The
notice regarding hearing on confirmation of the Plan will make
clear that creditors and parties-in-interest may object to final
approval of Disclosure Statement.

The confirmation hearing is set on June 1, 2012, at 9:30 a.m.

The fourth amended disclosure statement specifies a different
treatment of Class 2 (AG Total Deficiency Claim), which will be
paid in full.

The Plan contemplates the contribution of $7,132,177 from a
combination of Kenneth L. Templeton, Carefree Holdings, LP, MLPGP,
LLC, and the Templeton Family Trust Dated October 8, 1992, and the
Ken II Trust Dated May 4, 1998.

Pursuant to the Plan, the Debtor will distribute all amounts
necessary to effectuate the Plan, and estimates these
disbursements will be made:

     1. Payment of all Allowed Administrative Claims of the
        Debtor, estimated at $250,000.  This amount will be paid
        directly by the Guarantors to administrative claimants,
        and will not be deposited into the Escrow Fund.

     2. Payment of $250,000 to Willows Account, LLC, on account of
        the claim identified as PSACP Investments.

     3. Payment of $160,000 (approximate) to all unsecured
        creditors electing Alternative One.

     4. The sum of $2,552,177 to AG/ICC Willows Loan Owner L.L.C.,
        which will be applied to the AG Unsecured Claim.

The Debtor intends to sell or refinance its real estate property
prior to the Maturity Date in order to comply with the final
payment to AG and any other payments required under the Plan.

The classification and treatment of claims under the plan are:

     A. Class 1 (AG Secured Claim) - The amount of the AG Allowed
        Secured Claim will be the sum of $30,000,000, less all
        post-petition payments made by the Debtor to AG up to the
        Confirmation Date.  AG will retain its security interest
        in the Property and rents as evidenced by the AG Deed of
        Trust, as well as all other security interests as created
        by the loan documents.

        On or before the 15th day of each and every month,
        commencing on the 15th day of the next month following the
        Effective Date, the Debtor will make a monthly payment to
        AG based on a 30-year amortization of the AG Allowed
        Secured Claim at the AG Interest Rate.  The balance owed
        on the AG Allowed Secured Claim, will be paid on or before
        10 years following the Effective Date, or at an earlier
        date as the Debtor may propose at the confirmation
        hearing.

     B. Class 2 (AG Total Deficiency Claim):  The AG Unsecured
        Claim will be paid in full in cash on the Effective Date.

     C. Class 3 (Service 1st Bank of Nevada): The Allowed Secured
        Claim of the Service 1st Bank of Nevada will retain its
        lien against the Debtor's 32 passenger bus, will bear
        interest at the rate of 6% per annum, or another rate as
        the Court will determine is appropriate at the
        Confirmation Hearing, and will be paid by equal monthly
        payments over a period of 48 months, commencing on the
        first day of the first month following the Effective Date.

     D. Class 4 (Unsecured Claims): Allowed Unsecured Claims
        electing the first alternative will be paid 95% of their
        Allowed Claims, without interest, on the Effective Date.

        Allowed Unsecured Claims electing the second alternative
        will be paid 5.37% of their allowed claim on the Effective
        Date, and will receive 50% of the net proceeds above the
        amount of $35,000,000 derived from any sale or refinance
        of the Property under the terms of the Plan up to a
        maximum amount of 14% of the Allowed Claim of the
        creditor.

     E. Class 5 (Membership Interests):  The members will retain
        their membership interests in the Reorganized Debtor.

Carefree Holdings, LP, and Willows Investment Group, LLC, will
continue be the managing members of the Reorganized Debtor.

The Debtor will be managed post-confirmation by Ken Templeton
Realty & Investments, Inc., which will receive a management fee of
6% of monthly collections.

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

    http://bankrupt.com/misc/CAREFREE_WILLOWS_ds_4thamended.pdf

AG/ICC Willows Loan Owner, L.L.C., had objected to the Fourth
Amended Disclosure Statement.  AG is represented by:

         Ali M.M. Mojdehi, Esq.
         Janet D. Gertz, Esq.
         BAKER & MCKENZIE LLP
         12544 High Bluff Drive, Third Floor
         San Diego, Calif. 92130-3051
         Tel: (858) 523-6200
         Fax: (858) 259-8290
         E-mail: Ali.Mojdehi@bakermckenzie.com
                 janet.gertz@bakermckenzie.com

                    About Carefree Willows LLC

Carefree Willows LLC is the owner of a 300-unit senior housing
complex, located 3250 S. Town Center Drive, in Las Vegas,
Nevada.  Carefree Willows filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 10-29932) on Oct. 22, 2010.  The Law Offices of Alan
R. Smith, in Reno, Nevada, serves as counsel to the Debtor.  The
Debtor disclosed $30,604,014 in assets and $36,531,244 in
liabilities as of the Chapter 11 filing.


CDC CORP: Court Denies China.com's Bid to Dismiss Chapter 11
------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court denied
China.com's motion requesting dismissal of the CDC Chapter 11
proceeding.

As reported in the Troubled Company Reporter on April 20, 2012,
China.com, owner of approximately 250,517 shares of CDC common
stock, filed with the U.S. Bankruptcy Court a motion seeking to
dismiss the CDC Chapter 11 case.  They also filed a motion seeking
to continue the Disclosure Statement hearing scheduled for April
26, 2012, until the Court considers the dismissal motion.

China.com asserted that the Bankruptcy Court lacks subject matter
jurisdiction in this case to hear and finally determine the
"remaining shareholder disputes".  Furthermore, China.com submits
that "cause" exists under 11 U.S.C. 1112(b) to dismiss the
Debtor's bankruptcy case because no bankruptcy purpose will be
served by continuing the case and out of deference to Cayman
Islands law.

CDC Corp. and the official equity committee opposed the dismissal.

CDC Corp. will seek approval of the disclosure statement
explaining its Chapter 11 plan on May 22.  In addition to paying
creditors in full and distributing the excess to shareholders, the
plan would allow filing lawsuits against insiders who CDC claims
were behind the motion to dismiss.  China.com filed a competing
reorganization plan.  CDC interprets the plan as giving releases
of claims that CDC's plan would prosecute instead.

                          About CDC Corp.

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

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

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

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


CDC CORP: Wins OK to Hire K2 Advisors as Accountants
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized CDC Corporation to employ K2 Advisors, LLC as
accountants.

As reported in the Troubled Company Reporter on May 1, 2012, K2
Advisors, LLC is expected to compile and maintain its books and
records and perform these accounting services that were previously
provided by CDC Software:

   a) oversight of financial reporting and required financial
      footnote disclosures;

   b) monitoring of balance sheets and P&L at legal entity level;

   c) non-standard accounting decisions, including entries for
      restructuring gains and losses on sale.

As of the Petition Date, the Debtor and CDC Software were parties
to a Services Agreement dated Aug. 6, 2009, as supplemented.

The Debtor related that as a result of the sale of CDC Software to
the stalking horse purchaser, CDC Software's obligation to perform
under the Services Agreement terminated.

The hourly rates for individuals at K2 Advisors, LLC who may
provide services for the Debtor are:

         a) James R. Jennings          $275
         b) Marc Watson Jr.            $225

To the best of the Debtor's knowledge, K2 Advisors is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                         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.


CEMTREX INC: Reports $169,000 Net Income in March 31 Quarter
------------------------------------------------------------
Cemtrex, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $169,471 on $1.67 million of revenue for the three months ended
March 31, 2012, compared with net income of $240,885 on $3.25
million of revenue for the same period during the prior year.

The Company reported net income of $359,033 on $3.69 million of
revenue for the six months ended March 31, 2012, compared with net
income of $385,101 on $5.07 million of revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2012, showed $3.57
million in total assets, $3.11 million in total liabilities and
$453,519 in total stockholders' equity.

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

                        http://is.gd/AxhOyM

                        About Cemtrex, Inc.

Farmingdale, N.Y.-based Cemtrex, Inc., is engaged in manufacturing
and selling the most advanced instruments for emission monitoring
of particulate, opacity, mercury, sulfur dioxide, nitrogen oxides,
etc.  Cemtrex also provides turnkey services for carbon creation
projects from abatement of greenhouse gases pursuant to Kyoto
protocol and assists project owners in selling of carbon credits
globally.  The Company's products are sold to power plants,
refineries, chemical plants, cement plants & other industries
including federal and state governmental agencies.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of Cemtrex
Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


CENTRAL FALLS: City Council Members Seek Ouster of Receiver
-----------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that city
councilors of struggling Central Falls, R.I., want the bankruptcy
court to oust state-appointed receiver Robert Flanders, who put
the financially drained Providence suburb into Chapter 9 last
year, arguing that his power was meant to last only two years.

                        About Central Falls

Central Falls is a city in Providence County, Rhode Island.  The
population was 18,928 at the 2000 census.  Central Falls is the
smallest and most densely populated city in Rhode Island.

Central Falls sought bankruptcy protection under Chapter 9 of the
U.S. Bankruptcy Code (Bankr. D. R.I. Case No. 11-13105) on Aug. 1,
2011.  The Chapter 9 filing was made after former Rhode Island
Supreme Court Judge Robert Flanders, who serves as state-appointed
receiver for the city, was unable to negotiate significant
concessions from unions representing police officers, firefighters
and other city workers.  The city grappled with an $80 million
unfunded pension and retiree health benefit liability that is
nearly quadruple its annual budget of $17 million.  Judge Robert
Flanders succeeded the role from retired Superior Court Associate
Justice Mark A. Pfeiffer, who was appointed in July 2010.  The
Central Falls receivership, the state's first, has left the mayor
and council without any power to govern.

Judge Frank Bailey presides over the Chapter 9 case.  Theodore
Orson, Esq., at Orson and Brusini Ltd., serves as bankruptcy
counsel to the receiver.

The receiver is negotiating new contracts with unions representing
city workers.  The receiver filed a proposed debt adjustment plan
for the city in September.  It won't affect bondholders.


CENTRE PLAZA: Chapter 11 Reorganization Case Dismissed
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
dismissed the Chapter 11 case of Centre Plaza Investors, LLC.

Wells Fargo Bank, N.A., the lender under a certain Loan Agreement
dated Oct. 22, 2004, as amended and modified, among the owners of
the commercial property known as Centre Plaza, located at 45
Northeast Loop 410, San Antonio, Bexar County, Texas, and Wells
Fargo, moved the Court for the entry of an emergency order
dismissing the case of the Debtor or, in the alternative, lifting
the automatic stay to allow the sale of the property, which was
authorized and approved pursuant to a March 1, 2012.

According to Wells Fargo, the Debtor was formed solely for
purposes of filing bankruptcy and its sole asset consists of
certain tenant in common interests in the Property, a nine story
office building, commonly known as "Centre Plaza" and located at
45 NE Loop 410, San Antonio, Bexar County, Texas.

The Debtor had opposed dismissal, claiming that it has a going
concern value to preserve and the hope of rehabilitation, and must
be afforded a breathing space through bankruptcy to return to a
viable state.  Additionally, the property is necessary to the
Debtor's effective reorganization, the Debtor said.

                About Centre Plaza Investors, LLC

San Antonio, Texas-based Centre Plaza Investors, LLC filed for
Chapter 11 protection (Bank. W.D. Tex. Case No. 12-50982) on
March 30, 2012.  Bankruptcy Judge Leif M. Clark presides over the
case.  Rakhee V. Patel, Esq., at Pronske & Patel, PC represents
the Debtor.  The Debtor estimated assets and debts at $10 million
to $50 million.  The Company did not file a list of creditors
together with its petition.


CITGO PETROLEUM: Fitch Raises Issuer Default Rating to 'BB-'
------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings (IDR) for
CITGO Petroleum Corporation (CITGO) to 'BB-' from 'B+' and
affirmed the company's other secured ratings at 'BB+'.  The Rating
Outlook is revised to Stable from Positive.  The rating action
affects approximately $1.2 billion in total balance sheet debt.

Rating Rationale: The main drivers of the upgrade center on the
company's improved financial performance, with CITGO's year end
EBITDA rising sharply to $1.46 billion from just $585 million the
year prior; the positive impact of recent reductions in balance
sheet debt, including repayment of $200 million in Term Loan B
debt; the strong covenant protections in the senior indenture,
which limit the ability of CITGO's parent PDVSA to dilute CITGO's
credit quality; and Fitch's expectation that CITGO will continue
to enjoy a period of positive free cash flow (FCF) over the next
several quarters due to the expected continuation of favorable
crude discounts, as well as a relatively light mandatory capex
schedule.

These considerations are balanced by CITGO's linkage to parent
PDVSA, and indirectly to the Venezuelan sovereign (both rated
'B+'/Negative Outlook) which is evidenced through CITGO's
contracts to take approximately 250,000 barrels per day (bpd) of
PDVSA crude at its Gulf coast refineries, and frequent appointment
of PDVSA personnel to CITGO executive and board positions.
Further considerations include weakness in the U.S. gasoline
market, which has been unfavorably impacted by high unemployment
(8.1%), high fuel prices, and structural pressures on gasoline
demand, including rising renewables requirements and higher U.S.
CAFE mileage standards.

Covenant Protections: It is important to note that there are
relatively strong covenant protections in CITGO's secured debt
which restrict the ability of the parent to dilute CITGO's credit
quality.  These include a debt/cap maximum of 60%, with a lower
55% test for purposes of making distribution to the parent; a
minimum liquidity test of $500 million for purposes of making a
distribution to the parent; and a restricted payment basket which
limits the ability of CITGO to make distributions to its parent.
While CITGO's debt does contain 'fall-away' covenant provisions
which eliminate certain covenants in the event CITGO achieves
Investment Grade status, this only applies to the company's $300
million in 2017 notes.

The notching between the IDR and secured ratings also reflects the
strength of the underlying security package, which was expanded in
2010 to include the 167,000 bpd Lemont refinery, in addition to
CITGO's Lake Charles and Corpus Christi refineries, and select
petroleum inventories and accounts receivables.

Brent-WTI Spread: CITGO has benefited from cheap landlocked WTI
and interior crudes, as embodied by the wide Brent-WTI gap
(average approximately $18.00/barrel YTD in 2012), versus
historical spreads in the +/-$3/barrel range.  The gap has been
driven by several factors, including lack of pipeline options for
fast-growing onshore Canadian heavy and Bakken crudes and supply
concerns in the Middle East.  While Fitch expects the spread to
decline from current highs, a more modest discount may persist for
a prolonged period. CITGO has been able to take advantage of these
crudes both at its 167,000 bpd Lemont, IL refinery (which can take
about 100,000 bpd of heavy Canadian crudes directly), and at its
Gulf coast refineries, which have WTI-related contract pricing on
a portion of imported barrels and have also been able to process
modest amounts of shale crudes.

Credit Metrics: CITGO's recent credit metrics have shown
substantial improvement.  As calculated by Fitch, at Dec. 31,
2011, the company had reduced debt to $1.48 billion (including
hydrogen plant leases of $259 million), for debt/EBITDA leverage
of approximately 1.0 times (x) versus 2.9x the year prior.
EBITDA/interest coverage rose to 8.1x versus 3.5x the year prior,
while the company had latest 12 months (LTM) FCF of $356.7
million, net of cash dividends paid to PDVSA of $440.5 million.

Liquidity: The company's liquidity was ample at year-end 2011 at
$1.49 billion, comprised of $142 million in cash, $717 million
available on the main revolver; $336 million in A/R
Securitization, and $290 million in repurchased industrial revenue
bonds (IRBs), which CITGO holds in Treasury to remarket at its
discretion.  Headroom on key covenants was good at year-end 2011
and included a debt-to-cap ratio of 42.7% (versus a 60% limit), an
interest coverage ratio of 9.85x (versus a 1.5x limit), and
official liquidity of $858 million (versus a $400 million limit).
Near term maturities are manageable and include amortizations of
existing term loans over the next three years.

Other Liabilities: CITGO's other obligations are manageable.
CITGO's pension was underfunded by $303.5 million versus $186.9
million the year prior, with the increase primarily driven by
unfavorable changes in the discount rate on the pension
obligation.  CITGO's 2012 contributions to its pension plans plan
are expected to be $84 million. Rental expense for operating
leases edged up to $142 million versus $140 million the year
prior, and included product storage facilities, office space,
computer equipment, and vessels.  The company's Asset Retirement
Obligation (ARO) was approximately $19 million for and was
primarily linked to asbestos remediation.

Catalysts: Potential catalysts for positive rating actions include
higher ratings at the parent level, or additional evidence that
CITGO's strong financial performance and recent reductions in
leverage will be sustained going forward.  Potential catalysts for
negative rating actions include credit deterioration at the parent
level; weakening or elimination of the current strong covenant
protections associated with the senior indenture, which would
weaken the rationale for notching between CITGO and PDVSA; or a
collapse in refining fundamentals.

Fitch has taken the following rating actions:

  -- Issuer Default Rating (IDR) upgraded to 'BB-' from 'B+';
  -- Senior secured credit facility affirmed at 'BB+';
  -- Secured term loans affirmed at 'BB+';
  -- Secured notes affirmed at 'BB+';
  -- Fixed-rate industrial revenue bonds (IRBs) affirmed at 'BB+'.


COMMERCIAL MANAGEMENT: Schedules Filing Extended to May 30
----------------------------------------------------------
Bankruptcy Judge Nancy C. Dreher extended until May 30, 2012, the
deadline for Commercial Management, LLC, to file its schedules of
assets and liabilities and statement of financial affairs.

Commercial Management, LLC, filed a bare-bones Chapter 11 petition
(Bankr. D. Minn. Case No. 12-42676) in its hometown in Minneapolis
on May 2, 2012.  Commercial Management, a Single Asset Real Estate
as defined in 11 U.S.C. Sec. 101 (51B), does business as Buena
Vista Apartments, and owns the property at 6860 Shingle Creek
Parkway, in Brooklyn Center, Minnesota.

Related entities that have pending bankruptcy cases are Jeffrey J.
Wirth (Case No. 12-42368), Palmer Lake Plaza, LLC (Case No.
12-42266), Tomah Hospitality, LLC (Case No. 12-10894), and Tomah
Hotel Properties, LLC (Case No. 12-10895).

Judge Nancy C. Dreher presides over the case.  Commercial
Management has tapped Neal L. Wolf and the law firm of Neal Wolf &
Associates, LLC as bankruptcy counsel.   The Debtor is also hiring
the Law Offices of Neil P. Thompson, in Minneapolis, as local
counsel.

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


CORPORATE MANAGEMENT: Adult Club Filed Chapter 11 Without Counsel
-----------------------------------------------------------------
Monroe, New York-based Corporate Management Solutions, Inc. sought
Chapter 11 protection (Bankr. W.D.N.Y. Case No. 12-20788) in
Rochester, New York, on May 3, 2012.  The Debtor filed the
petition pro se.  The Debtor operates the Gentz adult gentlemen's
club in Florida, according to BankruptcyData.com.


COYOTES HOCKEY: NHL Says Team to Be Sold to Jamison Group
---------------------------------------------------------
KSN.com reports that National Hockey League commissioner Gary
Bettman said Phoenix Coyotes will be sold to a group led by former
San Jose Sharks CEO Greg Jamison.

According to the report, the tentative deal will be finalized in
the "not so distant future," Mr. Bettman said at a press
conference announcing the agreement, later adding that he hoped it
would be completed in "weeks as opposed to months."  The team,
which is currently owned by the NHL, has been in turmoil ever
since former owner Jerry Moyes filed for Chapter 11 bankruptcy in
2009.  Several bids for the team have fallen through, including
some potential buyers that had hoped to move the team.

                        About Coyotes Hockey

Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes
Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of
the Phoenix Coyotes team of the National Hockey League -- filed
for Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on
May 5, 2009.  The Debtors were represented by Squire, Sanders &
Dempsey, LLP, in Phoenix, and estimated their assets and debts to
be between $100 million and $500 million.

In the third quarter of 2009, Judge Redfield T. Baum approved the
sale of the Phoenix Coyotes to the National Hockey League, which
acquired the team to quash a plan by Research-In-Motion founder
Jim Balsillie to move the team to Ontario, Canada.  Coyotes Hockey
was sent to Chapter 11 to effectuate a sale by owner Jerry Moyes
to Mr. Balsillie.  The NHL acquired the team for $140 million in
October 2009 and said it wants to sell the team for $170 million.

The city of Glendale, Arizona, owns Jobing.com Arena, where the
team plays.

In September 2010, the Bankruptcy Court rejected a motion to
impose a trustee or convert the case to a Chapter 7 liquidation.


CUMULUS MEDIA: Swings to $12.1 Million Net Loss in First Quarter
----------------------------------------------------------------
Cumulus Media Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $12.13 million on $245.31 million of net revenues for the three
months ended March 31, 2012, compared with net income of $16.11
million on $57.85 million of net revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2012, showed
$3.93 billion in total assets, $3.54 billion in total liabilities,
$115.81 million in total redeemable preferred stock, and $274.35
million in total stockholders' equity.

Lew, Dickey, chairman & CEO stated, "The first quarter of 2012 was
marked by significant progress in our integration of Citadel as we
build Cumulus into a robust platform company that strategically
monetizes content, distribution and technology.  Complementing
this progress was the continued deleveraging of our balance sheet,
as well as strategic portfolio management that will enable us
tremendous financial flexibility going forward."

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

                        http://is.gd/V0Lyjv

                       About Cumulus Media

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

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

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

                         Bankruptcy Warning

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

                           *     *     *

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

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


DEWEY & LEBOEUF: Kessler, 59 Other Lawyers Join Winston & Strawn
----------------------------------------------------------------
About 60 lawyers from Dewey & LeBoeuf -- 22 litigation partners,
one energy partner, and a number of associates and of counsel --
joined Winston & Strawn LLP on Wednesday.

Seventeen litigation partners will join Winston's New York office,
led by influential trial attorney and global litigation head
Jeffrey Kessler.  In addition to Mr. Kessler, long-time antitrust
and international cartel guru, A. Paul Victor, is joining Winston,
as well as nationally prominent litigator Harvey Kurzweil; leading
white-collar defense lawyer Seth Farber; and James Smith III, a
highly regarded securities and Delaware corporate litigator.  Also
joining Winston, are partners John Aerni, Aldo Badini, Suzanne
Jaffe Bloom, Eva Wolaniuk Cole, David Feher, David Greenspan, Adam
Kaiser, Kelly Librera, George Mastoris, Jonathan Miller, Richard
Reinthaler, and Kevin Wallace.

Other Dewey arrivals will include London competition and disputes
partner Peter Crowther, Los Angeles litigation partners John
Schreiber and Matthew Walsh, and Washington, D.C. energy partner
Elias Farrah.  In Chicago, Winston will be gaining an energy
litigation practice, including partners Timothy Carey and
Elizabeth Bradshaw, along with two of counsel.

"These are extremely high-quality practitioners," said Dan K.
Webb, the firm's chairman.  "The synergies with our existing
litigation and transactional practices provide tremendous
opportunities for them and for us."

According to Jeffrey Kessler, "Winston offers a platform that
provides our group a strong foundation for serving our clients at
the highest levels." Kessler is nationally known for his
representation of companies and individuals in some of the most
complex antitrust, sports law, and IP cases in the country,
including major jury trials.

In the last five years, Winston has strategically added a presence
in a number of new markets, including Beijing, Charlotte, Hong
Kong, Houston, and Shanghai. Adding depth to its already highly
regarded litigation and energy practices is another significant
achievement in Winston's business plan.

Managing Partner Thomas Fitzgerald stated, "We expect to continue
prudently growing the firm in those practices and geographic
locations where there is the greatest client demand for our
services."

Added New York office Managing Partner Michael Elkin, "The
addition of these prominent attorneys will further buttress
Winston's already established New York litigation practice. The
firm can now offer its clients unsurpassed capabilities in an even
broader array of litigation."

                           *     *     *

Peter Lattman, writing for The New York Times, reports that prior
to his departure, Mr. Kessler for weeks insisted that Dewey &
LeBoeuf could stay afloat.

The report also notes Mr. Kessler, who had a contract paying him
$5.5 million a year at Dewey, was a vocal proponent of the firm's
star system of compensation that gave top producers multiyear,
multimillion-dollar contracts.  Those contracts created
obligations that Dewey, after posting disappointing l results,
could not meet, leading to an exodus of partners in recent weeks.

NY Times notes the defections by one-half of the Dewey's
leadership is the clearest signal yet that the firm is on the
verge of shutting down.  Dewey has told its secretarial staff and
junior lawyers that their employment with the firm will last only
several more days.

NY Times also relates Dewey's banks are effectively in charge of
the firm as it winds down operations.  The lenders, led by
JPMorgan Chase, have representatives inside Dewey closely
monitoring the firm's expenditures and accounts receivable.

The report recounts Winston & Strawn in 2011 acquired a team of
more than 40 litigators from Howrey, a Washington firm that is now
defunct.


DEX ONE: Franklin Resources Discloses 26.8% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Franklin Resources, Inc., and its affiliates
disclosed that, as of May 4, 2012, they beneficially own
13,488,053 shares of common stock of Dex One Corporation
representing 26.8% of the shares outstanding.

Franklin Resources previously reported beneficial ownership of
13,770,362 common shares or a 27.4% equity stake as of March 14,
2012.

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

                         http://is.gd/bZjKzZ

                           About Dex One

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

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

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

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

                           *     *      *

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

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


DISH DBS: Fitch Assigns 'BB-' Rating to 2 Sr. Notes; Outlook Neg
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to DISH DBS
Corporation's (DDBS) issuance of 4.625% senior notes due 2017 and
5.875% senior notes due 2022.  DDBS is a wholly owned subsidiary
of DISH Network Corporation (DISH, Fitch Issuer Default Rating of
'BB-').  Proceeds from the offering are expected to be used for
general corporate purposes.  DISH had approximately $7.5 billion
of debt outstanding as of March 31, 2012.  The Rating Outlook is
Negative.

The Negative Outlook encompasses the capital and execution risks
associated with DISH's wireless strategy.  While DISH has yet to
fully articulate its wireless strategy, the company has committed
over $3.5 billion of capital to acquire wireless spectrum.  Fitch
believes the incremental capital and operating costs associated
with a potential wireless network build out will diminish DISH's
ability to generate free cash flow, erode operating margins
resulting in a weaker credit profile and pressuring the current
ratings. Fitch believes the business risk inherent in launching a
wireless business limits the flexibility the company has to
increase leverage at the current ratings to accommodate the
incremental capital costs and EBITDA erosion associated with the
launch of a wireless network.  Construction of a stand alone
wireless network would have additional negative rating
implications.

DISH closed on its acquisitions of the reorganized DBSD North
America, Inc. and substantially all of the assets of TerreStar
Networks, Inc. following receipt of regulatory approval from the
Federal Communications Commission (FCC or commission).  However,
the FCC denied DISH's request to waive its ancillary terrestrial
component (ATC) integrated service rule and spare satellite
requirement.  The FCC adopted a Notice of Proposed Rule Making
(NPRM) on March 21, 2012 to set rules for the terrestrial use of
S-band mobile satellite service (MSS) wireless spectrum (re-
designated as AWS - 4 band).

The NPRM, if adopted without significant modifications, does not
appear to be overly restrictive or carry onerous terms for DISH.
The proposed build-out requirements included in the NPRM seem
reasonable in Fitch's view and allows for sufficient flexibility
in terms of the timing of capital requirements to build its
network.  Fitch notes that the NPRM proposes to automatically
terminate AWS - 4 license authorizations in the event the license
holder fails to meet the build-out requirement.  In addition, the
FCC chose not to apply any eligibility restrictions on the AWS - 4
band providing the license holder (DISH currently) flexibility to
sell/lease network capacity to another wireless operator or sell
the spectrum itself without counter-party restrictions.  Moreover
the NPRM is void of any discussion or proposal related to
potential wind-fall tax or other fee for permitting the
terrestrial use of the AWS - 4 band.

Fitch believes the company's overall credit profile is relatively
strong within the current rating category considering the business
risks attributable to DISH's core operations and the current
rating has sufficient flexibility to accommodate DISH's
inconsistent operating performance.  However, DISH has one of the
weaker competitive positions within the multi-channel video
programming distributor sector, in Fitch's opinion.  DISH's market
positioning as a low cost and value service provider is not
sustainable as all market participants are aggressive with
promotional offers in an increasingly mature video service
industry.

DISH is in the process of re-positioning its brand away from a
value proposition to a more technology and product focus.  DISH's
challenge is to re-energize subscriber growth without sacrificing
subscriber economics (arguably already weak) or credit quality.
Key to a successful transition will be the company's ability to
reduce churn while introducing new products and services valued by
subscribers that are not easily replicated by competition.  DISH
gained approximately 104,000 subscribers during the first quarter
largely due to a 12 basis point improvement in subscriber churn.
DISH has lost approximately 120,000 subscribers during the last 12
month period ended March 31, 2012.

DISH's credit profile has remained stable notwithstanding the
inconsistent operating performance.  Total debt as of March 31,
2012 was approximately $7.5 billion, relatively consistent with
the debt level as of year-end 2011. DISH's leverage was 2.16x on
an LTM basis as of March 31, 2012, which is consistent with year-
end 2011 measures and strong for the rating category.  Pro forma
for the issuance, DISH's leverage was 2.7x as of March 31, 2012.
Absent further investment supporting the company's wireless
strategy or shareholder friendly initiatives, Fitch expects DISH's
debt level will remain consistent and for leverage to approach
2.5x by year-end 2012.

The company's liquidity position is strong and supported by cash
and marketable securities on hand and expected free cash flow
generation.  The company also benefits from a favorable maturity
schedule as the next scheduled maturity is in 2013 totaling $500
million.  As of March 31, 2012, DISH had a total of nearly $2.7
billion of cash and marketable securities (current portion) -
reflecting a 32% increase compared with liquidity measures as of
Dec. 31, 2011.  Fitch notes that during the fourth quarter of
2011, DISH used approximately $915 million of existing cash to
redeem its 6.375% notes due 2011 and used an additional $892
million to fund the special dividend paid to DISH shareholders on
Dec. 1, 2011.

Fitch does note, however, that the company does not maintain a
revolver, which increases DISH's reliance on capital market access
to refinance current maturities, elevating the refinancing risk
within the company's credit profile. The risk is offset by the
company's consistent access to capital markets and strong
execution.

DISH generated nearly $690 million of free cash flow (defined as
cash flow from operations less capital expenditures and dividends)
during the first quarter of 2012 following $902 million of free
cash flow during all of 2011.  Fitch expects capital intensity
will be relatively consistent over the near term and that capital
expenditures will continue to focus on subscriber retention and
capitalized subscriber premises equipment.  Absent further
investment in a wireless network or other strategic initiative,
Fitch anticipates that DISH will continue generating relatively
stable levels of free cash flow during the current ratings horizon
while incorporating higher levels of cash taxes.

Rating concerns center on DISH's ability to adapt to the evolving
competitive landscape, DISH's lack of revenue diversity and narrow
product offering relative to its cable MSO and telephone company
video competition, and an operating profile and competitive
position that continues to lag behind its peer group.  DISH's
current operating profile is focused on its maturing video service
offering and lacks growth opportunities relative to its
competition.

The ratings also incorporate Fitch's belief that DISH's satellite
based infrastructure can put the company at a competitive
disadvantage, relative to the cable MSO and telephone company's
respective technology and network positions, as video content is
expected to be increasingly consumed over alternative platforms
and devices such as wireless (4G) and higher-speed broadband
networks.

Stabilization of the Outlook at the current rating level can occur
as the company demonstrates that it can execute its wireless
strategy in a credit neutral manner.  Fitch believes negative
rating action will likely coincide with the company's decision to
execute a wireless strategy or other discretionary management
decisions that weaken the company's ability to generate free cash
flow, erode operating margins and increase leverage without a
clear strategy to de-lever the company's balance sheet.


DISH DBS: S&P Rates Proposed Senior Unsecured Notes 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to DISH DBS Corp.'s proposed senior
unsecured notes due 2017 and 2022. "The '3' recovery rating
indicates our expectations for meaningful (50%-70%) recovery in
the event of a payment default. DISH DBS Corp. is the main
subsidiary of Englewood, Colo.-based satellite TV provider DISH
Network Corp. (DISH). The company intends to use the proceeds for
general corporate purposes. The ratings are based on preliminary
documentation and are subject to review of final documents. DISH
did not disclose the size of the offerings," S&P said.

The 'BB-' corporate credit rating and positive outlook on parent
DISH remain unchanged.

RATINGS LIST

DISH Network Corp.
Corporate Credit Rating             BB-/Positive/--

Ratings Assigned

DISH DBS Corp.
Senior Unsecured
  Notes due 2017 & 2022              BB-
   Recovery Rating                   3


DISH NETWORK: Moody's Rates $1.9-Bil. Sr. Unsecured Notes 'Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 (LGD 4-68%) rating to
DISH Network Corporation's (DISH) new $1.9 billion senior
unsecured notes, consisting of two tranches, with $900 million
maturing in 2017 and $1 billion maturing in 2022. The new notes
will be issued at the company's wholly-owned subsidiary, DISH DBS
Corporation, and will be pari pasu with the company's existing
senior unsecured notes, which are guaranteed by the US pay-TV
operating company subsidiaries only. Proceeds from the issuance
will be used for general corporate purposes, including the
advanced funding of debt maturities over the coming years. The
company has about $3.75 billion of debt maturing over the next
four years, and in the absence of a revolving credit facility,
Moody's believes this is a prudent measure. However, there is also
the possibility of up-streaming of some cash to the parent holding
company for the purpose of funding a yet to be defined wireless
broadband strategy, which poses some potential credit risk as the
parent is not a guarantor of DISH DBS Corporation.

Ratings Rationale

DISH's Ba2 Corporate Family Rating ("CFR") primarily reflects
Moody's concern that competition from cable and telecommunication
companies, which offer multiple products (video, voice, and data),
will pressure margins and cash flow generation as the costs to
grow and retain subscribers will continue to escalate. Mitigating
Moody's concerns are the company's strong credit metrics for a
company of this scale in the Ba-rating category, its significant
cash and marketable securities balance and its large subscriber
base. In addition, lack of transparency on fiscal and new
strategic policies and on financial guidance from the company's
management and flexible indenture covenants also moderately
constrain the CFR. The rating also reflects the company's
controlling shareholder structure, although clearly, the
controlling shareholder and Chairman, Charles Ergen, has had a
positive impact on the company as it has maintained strong
liquidity and credit metrics. The company has recently been
particularly acquisitive and in the absence of guidance on their
strategic direction and use of acquired assets, there is elevated
event risk with respect to additional acquisitions of a material
size and a potential build out of its own wireless broadband
network which would require heavy investments over a prolonged
period, especially if done without partners.

The company's current credit metrics are very strong for its Ba2
credit rating. However, the stable outlook reflects the
uncertainty surrounding DISH's strategic direction and investment
beyond its core video business, balanced by Moody's expectation
that DISH will maintain its strong credit metrics, a sizeable
subscriber base and solid liquidity. Moody's expects DISH to
continue to invest in its customer acquisition efforts in the near
term, including pricing positioning and expanding its video
offering with its purchase of the Blockbuster assets, as well as
invest in a longer term strategy to provide wireless broadband to
its video customers, through its acquisitions of wireless
spectrum.

Upward rating pressure could occur if Moody's believed that
present subscriber levels can be maintained in combination with
stable churn rates and retention costs, and leverage can be
sustained under 3.0x debt-to-EBITDA including flexibility to fund
its strategic plans. Also important would be the development of a
broadband strategy which is sufficiently competitive to maintain
its subscriber base, in a market that is growing its dependence
upon internet access capability, through measured investment
levels as well as with strategic partners.

Downward rating pressure would occur if DISH were to sustain debt-
to-EBITDA leverage (incorporating Moody's standard adjustments)
over 3.5 times. Sustained use of cash for shareholder returns or
strategic ventures with negative implications for DISH's credit
profile, material subscriber losses, multiple satellite failures
that cannot be mitigated with backup transponders or capacity
constraints that affect the company's ability to provide a
competitive service could also have negative rating implications.

DISH's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside DISH's core industry and
believes DISH's ratings are comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.

DISH Network Corporation ("DISH") is the third largest pay
television provider in the United States, operating satellite
services, with 14.07 million subscribers as of 3/31/2012.


DYNEGY INC: Fitch Keeps Rating Watch Evolving Status on Bankruptcy
------------------------------------------------------------------
Fitch Ratings maintains Dynegy Inc. on Rating Watch Evolving
pending the bankruptcy proceedings at its wholly owned subsidiary,
Dynegy Holdings, LLC (DH).  Fitch currently rates Dynegy Inc.'s
Issuer Default Rating (IDR) 'CC'.

Fitch has also revised its Rating Watch listing of Dynegy Power,
LLC (GasCo, IDR 'CCC' by Fitch) and Dynegy Midwest Generation, LLC
(CoalCo, IDR 'CCC') to Evolving from Negative.  In addition, Fitch
has also downgraded DH's senior unsecured notes to 'CC/RR3' from
'CCC/RR2' reflecting updated valuation of CoalCo and GasCo and
higher than expected DH claims participating in the recovery.
The Rating Watch Evolving at Dynegy reflects the uncertainty
around the timing and potential outcome of the ongoing DH's
bankruptcy proceedings.  A quick resolution of DH's bankruptcy
proceedings with terms mirroring the settlement agreement entered
into with a portion of its creditors on May 1, 2012, could
potentially be a credit positive for the company.  Conversely,
there exists a possibility, albeit considerably diminished in
Fitch's view, that the company could be exposed to a protracted
and costly bankruptcy process.

The revision in Rating Watch on GasCo and CoalCo to Evolving from
Negative reflects Fitch's view that it now appears less likely
that the reorganization effected in August 2011, which resulted in
the creation of Dynegy Coal Holdco, LLC and Dynegy Gas HoldCo, LLC
and the subsequent first lien financings, could be unraveled
through litigation.

Rating Watch Evolving means ratings could be raised, lowered or
maintained.  Dynegy's ultimate capital structure will not be
determined until the emergence of DH from bankruptcy, at which
point Fitch will conduct a thorough review of Dynegy, CoalCo and
GasCo and perform an updated asset valuation and recovery analysis
for these entities.  Depending upon the outcome of Fitch's
analysis, the ratings could be raised, lowered or remain the same.
Upon the emergence of bankruptcy, Fitch plans to withdraw the IDR
and instrument ratings at DH.

As a reminder, DH and four of its wholly-owned subsidiaries filed
for bankruptcy protection on Nov. 7, 2011 (Fitch does not rate any
of the four subsidiaries).  The Examiner appointed in the
bankruptcy case released its report on March 9, 2012, which
concluded that the first phase of restructuring at Dynegy i.e.
creation of GasCo and CoalCo in August 2011 was permissible.
However, based on the assumption that DH was insolvent at the
time, the Examiner deemed the second phase of restructuring in
September 2011, whereby Dynegy transferred CoalCo from DH to
Dynegy in exchange for an undertaking, a fraudulent transfer.
Based on the same assumption, the Examiner also faulted Dynegy's
board for breach of fiduciary duty.  Dynegy has publicly disputed
the validity of the Examiner's assumption of insolvency.

On April 4, 2012, Dynegy reached an agreement with certain DH
creditors holding $2.5 billion of claims.  Under the agreement,
all potential claims arising from the transfer of CoalCo to Dynegy
will be settled and the recovery of DH's creditors will be
supported by the value of both CoalCo and GasCo.  The agreement
also releases all claims and causes of action against the
directors, officers and advisors of Dynegy and DH.

Under the agreement, DH's unsecured creditors will receive common
equity representing 99% stake in the reorganized company and $200
million in cash.  DH claims participating in this agreement
include $3.4 billion of senior unsecured notes, $110 million tax
indemnity claim of Public Service Enterprise Group and $540
million guaranty claim of the Central Hudson Lease Notes holders.
In addition, the Lease Notes holders will be entitled to 50% of
the proceeds from the sale of the Roseton and Danskammer assets,
subject to a total recovery cap of $571 million.  The other DH
unsecured creditors will be entitled to remaining 50% of the asset
sale proceeds. The agreement does not include any holders of
subordinated notes.

Fitch has updated its recovery analysis for GasCo and CoalCo and
continues to expect superior recoveries on the secured term loan.
Fitch values the power generation assets that secure the term
loans using a net present value (NPV) analysis.  For the NPV,
Fitch uses plant values provided by Wood Mackenzie as an input as
well as Fitch's own price deck and other assumptions.  The asset
valuation for CoalCo has diminished from Fitch's prior expectation
due to weaker outlook for power prices.  For both GasCo and
CoalCo, recoveries are in the 91% to 100% 'RR1' range.  The two-
notch separation from the GasCo and CoalCo IDRs are reflective of
the possibility of additional first lien debt, which is
permissible under these facilities.

The reduced valuation of CoalCo and higher than expected claims
against DH has reduced Fitch's recovery estimate for DH's
unsecured creditors.  Fitch's prior recovery analysis had
reflected the liability arising from rejection of Central Hudson
lease at $300 million. Fitch's updated analysis results in a 'RR3'
recovery range (51 - 70%) for the senior unsecured notes compared
to a prior recovery range of 'RR2' (71 - 90%). Fitch has not
assumed any proceeds from the sale of Roseton and Danskammer
assets, which could provide a potential upside to recovery.  Fitch
continues to maintain a 'RR5' recovery (11 - 30%) for the
subordinated capital trust securities that assumes a concession
payment from senior creditors.

Fitch has maintained Rating Watch Evolving for the following
ratings:

Dynegy, Inc.

  -- IDR 'CC'.

Fitch has affirmed the following ratings:

Dynegy Holdings, LLC.

  -- IDR at 'D';

Dynegy Capital Trust I

  -- Trust preferred at 'C/RR5'.

Fitch has downgraded the following ratings:

Dynegy Holdings, LLC.

  -- Senior unsecured notes to 'CC/RR3' from 'CCC/RR2'.

Fitch has revised the Rating Watch to Evolving from Negative for
the following ratings:

Dynegy Power, LLC

  -- IDR 'CCC';
  -- Secured term loan 'B/RR1'.

Dynegy Midwest Generation, LLC

  -- IDR 'CCC';
  -- Secured term loan 'B/RR1'.


ECOSPHERE TECHNOLOGIES: Swings to $747,000 Net Income in Q1
-----------------------------------------------------------
Ecosphere Technologies, Inc., reported net income of $746,781 on
$8.36 million of total revenues for the three months ended
March 31, 2012, compared with a net loss of $3.74 million on $2.22
million of total revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2012, showed $10.69
million in total assets, $5.33 million in total liabilities,
$4 million in total redeemable convertible cumulative preferred
stock, and $1.35 million in total equity.

"After years of hard work and dedication, we have achieved a
positive bottom line for our shareholders," stated Ecosphere
Chairman and CEO Charles Vinick.  "Our oil and gas field service
revenue grew compared to Q4 2011 as well as compared to Q1 2011.
Our solid margins and control over expenses are enabling us to
generate earnings and cash flow.  We are also on track with our
production schedule, shipping two Ozonix EF80s per quarter to
Hydrozonix.  The financial results for this quarter mark an
exceptional milestone in the development of our Company."

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

                        http://is.gd/tgIaTY

                    About Ecosphere Technologies

Stuart, Fla.-based Ecosphere Technologies, Inc. (OTC BB: ESPH)
-- http://www.ecospheretech.com/-- is a diversified water
engineering, technology licensing and environmental services
company that designs, develops and manufactures wastewater
treatment solutions for industrial markets.  Ecosphere, through
its majority-owned subsidiary Ecosphere Energy Services, LLC
("EES"), provides energy exploration companies with an onsite,
chemical free method to kill bacteria and reduce scaling during
fracturing and flowback operations.

& Company, P.A.,, in its report for the 2010 financial results,
expressed substantial doubt about Ecosphere Technologies' ability
to continue as a going concern.  The independent auditors noted
that the Company has an accumulated deficit of $110 million as of
Dec. 31, 2010, as well as a net loss, a working capital deficit
and a stockholders' deficit.

The audit report for the 2011 financial statements by Salberg &
Company, P.A., did not include a going concern qualification.

The Company reported a net loss of $5.86 million in 2011,
following a net loss of $22.66 million in 2010.


ENCINO CORPORATE: Cash Collateral Access OK'd Until June 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation authorizing Encino Corporate Plaza, L.P.'s
continued access to the cash collateral until June 30, 2012.

The fifth stipulation was entered between the Debtor and Wells
Fargo Bank, N.A., as trustee for the Certificateholders of the ML-
CFC Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-
Through Certificates Series 2006-3 through its special servicer,
Torchlight Investors, LLC.

Bank contends that not less than $33,011,594 was owed on the
Petition Date.

Pursuant to the stipulation, among other things:

   -- the Debtor's use of the cash collateral may be further
      extended under the terms of the fifth stipulation, to pay
      only those expenses reflected in the operating budget,
      subject to the terms set forth in the fifth stipulation, the
      Debtor is authorized to deviate from the allowed line items
      contained in the budget during the authorized period by not
      more than 10%, on a line-item by line-item basis;

   -- on a continuing basis during the authorized period, East
      West Bank is ordered and directed to release all funds, if
      any, contained in the Lockbox Account which exceed the
      amount that was present in the Lockbox Account on April 20,
      2011, to the Debtor to be deposited into the Debtor's
      debtor-in-possession bank account and used in accordance
      with the provisions of the fifth stipulation and the order.

   -- a continued hearing on the Debtor's authority to use the
      cash collateral beyond June 30, will be held on June 26, at
      10:00 a.m.

   -- the Debtor will file with the Court any supplemental papers
      regarding its authority to use cash collateral by June 1;
      and

   -- any response to the supplemental pleadings will be filed
      with the Court by June 19.

                      About Encino Corporate

Encino Corporate Plaza, L.P., owns the real property commonly
known as Encino Corporate Plaza, located at 16661 Ventura
Boulevard, Encino, California.  The Property is a ten-story
building containing approximately 135,000 square feet of rentable
space.  The Company filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 11-14917) on April 20, 2011.  David L. Neale,
Esq., Juliet L. Oh, Esq., and Gwendolen D. Long, Esq., at Levene
Neale Bender, Yoo & Brill L.L.P., in Los Angeles, California,
serve as the Debtor's counsel.  The Debtor disclosed $34,268,167
in assets and $33,413,759 in liabilities as of the Chapter 11
filing.

The Plan provides that the cash necessary to make payments
required to be made on and after the Effective Date will be
obtained from the new value contribution.


ENCINO CORPORATE: Plan Outline Hearing Continued Until May 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation continuing until May 15, 2012, the hearing
to consider:

   -- adequacy of a Disclosure Statement explaining Encino
      Corporate Plaza, L.P.'s Amended Plan of Reorganization;

   -- relief from the automatic stay filed by Wells Fargo Bank, as
      trustee, etc.; and

   -- the Chapter 11 case status.

The stipulation was entered between the Debtor and Wells Fargo
Bank, N.A., as trustee for the Certificateholders of the ML-CFC
Commercial Mortgage Trust 2006-3, Commercial Mortgage Pass-Through
Certificates Series 2006-3 through its special servicer,
Torchlight Loan Services, LLC, c/o Torchlight Investors, LLC.

The stipulation also provides that the deadline for the Bank to
file an objection to the Disclosure Statement will be extended
until May 1.  The deadline for the Debtor to file a reply to any
objection to the Disclosure Statement filed by the Bank will be
extended to and including May 8.

                        The Chapter 11 Plan

According to Disclosure Statement explaining the Amended Plan of
Reorganization dated March 19, 2012, the Plan provides that in
addition to any cash on deposit in any debtor-in-possession
account or other bank account maintained in the name of or for the
benefit of the Debtor, well as the rental revenue generated by the
continued operation of the property, the cash necessary to make
payments required to be made on and after the Effective Date will
be obtained from the new value contribution.

The new value contribution will be in an amount to be determined
by the Bankruptcy Court to be necessary in order to pay (i) the
amount required to cure the Debtor's loan with the Bank, which
amount is estimated by the Debtor to be $2,721,456; (ii) Allowed
Administrative, Priority and Priority Tax Claims (if election is
made by the Reorganized Debtor to do so) on the Effective Date;
(iii) the difference, if any, between the amount of any monthly
payment required with respect to the Bank Documents, or any other
required payment under the Plan, and the available cash from
leasing the Property paid to the Reorganized Debtor; and (iv)
any cost of operating the Property that is not otherwise paid from
the available cash from leasing the property.

Under the Plan, the Debtor will treat claims as:

   Class 1 Allowed Bank Claim -- The Reorganized Debtor will cure
and reinstate its loan with the Bank.  The Reinstatement Amount
will be paid over a period of 12 months after the Effective Date,
in four equal installments of $680,364 each.

  The Debtor is not aware of the existence of any Class 2 --
Allowed Other Secured Claims and Class 3 -- Allowed Priority Non-
Tax Claims.

   Class 4 Allowed General Unsecured Claims -- Each holder of an
Allowed Class 4 General Unsecured Claim will receive cash on the
Effective Date in an amount equal to each holder of the Allowed
Class 4 General Unsecured Claim's pro rata share of the sum of
$50,000.

   Class 5 Allowed Old Debtor Interests -- On the Effective Date,
all of the Allowed Old Debtor Interests will be canceled and the
holders of Allowed Old Debtor Interests will neither receive nor
retain any property on account of the interests.

A full-text copy of the Amended Disclosure Statement is available
for free at:

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

                      About Encino Corporate

Encino Corporate Plaza, L.P., owns the real property commonly
known as Encino Corporate Plaza, located at 16661 Ventura
Boulevard, Encino, California.  The Property is a ten-story
building containing approximately 135,000 square feet of rentable
space.  The Company filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 11-14917) on April 20, 2011.  David L. Neale,
Esq., Juliet L. Oh, Esq., and Gwendolen D. Long, Esq., at Levene
Neale Bender, Yoo & Brill L.L.P., in Los Angeles, California,
serve as the Debtor's counsel.  The Debtor disclosed $34,268,167
in assets and $33,413,759 in liabilities as of the Chapter 11
filing.

The Plan provides that the cash necessary to make payments
required to be made on and after the Effective Date will be
obtained from the new value contribution.


ENCINO CORPORATE: Wants Plan Exclusivity Until May 30
-----------------------------------------------------
Encino Corporate Plaza, L.P., asks the U.S. Bankruptcy Court for
the Central District of California to extend until May 30, 2012,
its exclusive period to solicit acceptances for the proposed Plan
of Reorganization.

The Debtor explains that the extension will provide it with the
time necessary to gain approval of the adequacy of the Disclosure
Statement, distribute the Disclosure Statement, the Plan and other
solicitation materials to creditors and equity holders, receive
completed ballots on the Plan from creditors and equity holders
(as applicable), and seek confirmation of the Plan (including any
amendments or modifications.

In this relation, the Court approved a stipulation extending the
deadline for Wells Fargo Bank, as trustee Bank, to file and serve
an opposition to the Debtor's motion to further extend its
exclusive period to obtain acceptance of a plan until April 17.

                      About Encino Corporate

Encino Corporate Plaza, L.P., owns the real property commonly
known as Encino Corporate Plaza, located at 16661 Ventura
Boulevard, Encino, California.  The Property is a ten-story
building containing approximately 135,000 square feet of rentable
space.  The Company filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 11-14917) on April 20, 2011.  David L. Neale,
Esq., Juliet L. Oh, Esq., and Gwendolen D. Long, Esq., at Levene
Neale Bender, Yoo & Brill L.L.P., in Los Angeles, California,
serve as the Debtor's counsel.  The Debtor disclosed $34,268,167
in assets and $33,413,759 in liabilities as of the Chapter 11
filing.


ENERGY CONVERSION: To Slash 300 Jobs Amid Failed Auction
--------------------------------------------------------
The Associated Press reports Energy Conversion Devices Inc. said
it's cutting about 300 jobs as it cancels an auction of its solar
panel unit.

ECD had planned the auction for May 8.  It said it didn't get an
acceptable qualified bid in time.  Liquidation could follow for
the company and its solar panel unit.  ECD says its investment
banker is continuing to work with prospective buyers, but the
assets of the businesses could be sold online.

                       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).


EUGENE PIPE: Court Confirms Amended Liquidation Plan
----------------------------------------------------
Bankruptcy Judge Frank R. Alley, III, confirmed Eugene Pipe LLC's
Second Amended Plan of Liquidation over the objection of Bluegrass
Products, LLC.  The judge says the Debtor's Second Amended Plan
meets all the requirements for confirmation under 11 U.S.C. Sec.
1129(a) and was proposed in good faith.

The confirmation hearing was held on April 25, at which testimony
was heard and evidence submitted.  The Debtor's Plan obtained
overwhelming acceptance from creditors entitled to vote.

Bluegrass holds an unsecured claim for $2,200 and has submitted a
rival offer to purchase the Debtor's business.

The Debtor's Plan provided for the sale of the business to EP
Lenders II LLC and payment to unsecured creditors from the
proceeds of sale of 10% of their allowed claims.  Bluegrass filed
an objection to the accompanying Disclosure Statement in which it
argued that the Disclosure Statement was inadequate because it
failed to disclose a subsequently submitted term sheet for a
purchase of the business by Bluegrass.  At a hearing on the
Disclosure Statement on Sept. 7, 2011, the Court ordered the
Debtor to file an amended Disclosure Statement and Plan, which it
did on Sept. 28.

Bluegrass again objected that the description of its bid to
purchase the business was inaccurate.  A further hearing on the
Disclosure Statement was held on Dec. 16.  Bluegrass was given one
week to complete its due diligence for its bid to purchase the
business and the Debtor was ordered to file an amended Disclosure
Statement after conferring with counsel for Bluegrass on added
language.  Objections to the Second Amended Disclosure Statement
would be due 14 days thereafter and, if no objections were filed,
the Second Amended Disclosure Statement would be conditionally
approved.

The Debtor filed a Second Amended Disclosure Statement and a
Second Amended Plan of Liquidation on Feb. 1, 2012 and, absent any
objections, an order was entered on Feb. 23 conditionally
approving the Second Amended Disclosure Statement and ordering
that ballots be sent out.  The Second Amended Disclosure Statement
disclosed that Bluegrass had proposed an alternative offer to
purchase the business and provided Bluegrass's term sheet as an
exhibit showing that it would pay $1,217,000 toward general
unsecured claims, which Bluegrass characterized as providing a
dividend of 40%.

On March 1, 2012, Bluegrass filed its own Disclosure Statement and
Plan of Reorganization and a motion that both plans be
simultaneously considered by creditors and the court.

Counsel for the Debtor and EP Lenders II objected that Bluegrass
was dilatory in filing its competing plan at the last minute and
after ballots for the Debtor's plan had already gone out and that
it would create an unacceptable delay to the process if additional
hearings were required to hear objections to Bluegrass's
disclosure statement and a new balloting were required.

After considering submissions and argument by interested parties,
the Court denied Bluegrass's motion at a hearing held on March 22,
2012.

A copy of the Court's May 7, 2012 Memorandum Opinion is available
at http://is.gd/0DGuGlfrom Leagle.com.

                         About Eugene Pipe

Eugene Pipe LLC, which does business as Ridgeline Pipe
Manufacturing, has been engaged in the manufacture and sale of PVC
pipe since 2008.  It filed a Chapter 11 bankruptcy petition
(Bankr. D. Ore. Case No. 11-60920) on March 4, 2011.  Loren S.
Scott, Esq., at Muhlheim Boyd, in Eugene, Oregon, serves as
counsel to the Debtor.  The Debtor estimated assets and debts of
$1 million to $10 million as of the Chapter 11 filing.

A committee of unsecured creditors was appointed in the
bankruptcy.


EVERGREEN DEVELOPMENT: Involuntary Chapter 11 Case Summary
----------------------------------------------------------
Alleged Debtor: Evergreen Development Inc.
                16824 44th Ave W #200
                Lynnwood, WA 98037

Case Number: 12-14835

Involuntary Chapter 11 Petition Date: May 7, 2012

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Petitioners' Counsel: Pro Se

Creditors who signed the involuntary petition:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Gregory S Tift           Creditor               $2,500
40 Lake Bellevue Dr #100
Bellevue, WA 98005

Kon I Hwang              Creditor               $490,750
205 Bayside Place
Bellingham, WA 98225

Yunchong Chen            Construction           $150,000
11407 47th Ave SE
Everett, WA 98208

Asher Chen                                      $30,000
11407 47th Ave SE
Everett, WA 98208


FIDELITY NATIONAL: Fitch Raises Senior Debt Rating to 'BB+'
-----------------------------------------------------------
Fitch Ratings has upgraded the Insurer Financial Strength (IFS) of
Fidelity National Financial, Inc.'s (FNF) title insurance
companies to 'BBB+' from 'BBB'.  Additionally, Fitch has upgraded
the Issuer Default Rating (IDR) of FNF to 'BBB-' from 'BB+' and
the senior debt rating to 'BB+' from 'BB'.  The Rating Outlook for
all ratings is Stable.

The upgrade of FNF's ratings is primarily driven by the
underwriter's continuing improved capital position which was
greatly weakened three years ago from several events including the
acquisition of operating subsidiaries from LandAmerica Financial
Group and the redomestication of operating subsidiaries to
Nebraska, which allowed larger dividends from operating companies.
At year end 2011, FNF's Risk Adjusted Capital (RAC) score was
approximately 110%.  This change represents a 2, 14, and 37
percentage point improvement over year end 2010, 2009 and 2008
respectively.  Similarly, non-risk adjusted capital ratios, such
as net written premium to surplus, improved at year end 2011 to
3.7 times (x) from 4.0x, 4.7x, and 7.1x at year end 2010, 2009,
and 2008 respectively.

Despite the period-to-period improvement, Fitch believes that FNF
maintains an aggressive capital management strategy based on its
willingness to periodically increase balance sheet leverage to
fund acquisitions, which Fitch views as a limiting factor to the
company's rating.  While FNF has been successful to date in most
of its acquisitions, past success does not guarantee future
success.

Incorporated into Fitch's current ratings is FNF's dominant
position in the title insurance market accounting for
approximately 35% of the U.S. title insurance market.  This scale
coupled with an aggressive cost management focus has allowed FNF
to be one of the most profitable title insurance companies.  As of
first quarter 2012, FNF reported a GAAP combined ratio of 90.5%,
the best of the five publicly traded U.S. title insurance
companies.

The Stable Outlook on the IFS ratings reflects FNF's operating
advantage relative to peers in light of continued challenges faced
by the title insurance industry.  Specifically, mortgage
originations are forecast to fall during 2012, placing added
pressure on title insurance margins.

FNF's debt-to-tangible capital ratio was 34.1% at March 31, 2012
consistent with last year's ratio of 34.9%.  Interest coverage was
good at 7.7x as of March 31, 2012 much better than first quarter
2011's interest coverage of 4.8x.

Within Fitch's rating rationale are multiple key rating triggers.
If FNF were to materially deviate from any of these items,
especially for an extended period, the ratings could be affected
either positively or negatively.

The following is a list of key rating triggers that could lead to
an upgrade:

  -- Change in operating strategy to target Fitch's view of
     operating company capital at a more stable investment grade
     level.

  -- An increase in RAC to approximately 150% and a sustained
     improvement in traditional operating company capital metrics
     such as net leverage below 6.0x.

  -- Sustained calendar and accident year profitability.

The following is a list of key rating triggers that could lead to
a downgrade:

  -- An absolute RAC score below 105% or deterioration in
     capitalization such as net leverage above 7.5x.

  -- A sustained increase in financial leverage (debt to total
     capital ratio) to 30% or higher.

  -- Deterioration in earnings, primarily measured by pretax GAAP
     margins, at a pace greater than peer averages.

  -- Sustained adverse reserve development.

  -- Any acquisition that makes a meaningful change to the
     company's profile, particularly one that increases financial
     leverage.

Fitch has upgraded the following ratings with a Stable Outlook:

Fidelity National Financial, Inc.

  -- IDR to 'BBB-' from 'BB+';

  -- $300 million 4.25% convertible senior note maturing Aug. 15,
     2018 to 'BB+' from 'BB';

  -- $250 million 5.25% senior note maturing March 15, 2013 to
     'BB+' from 'BB';

  -- $300 million 6.6% senior note maturing May 15, 2017 to 'BB+'
     from 'BB';

  -- Four year $800 million unsecured revolving bank line of
     credit due April 16, 2016 to 'BB+' from 'BB'.

Fidelity National Title Ins. Co.
Alamo Title Insurance Co. of TX
Chicago Title Ins. Co.
Commonwealth Land Title Insurance Co.

  -- IFS ratings to 'BBB+' from 'BBB'


GALLANT ACQUISITIONS: Status Conference Set for May 17
------------------------------------------------------
The Bankruptcy Court set a status conference in the Chapter 11
case of Gallant Acquisitions Ltd. on May 17, 2012, at 3:45 p.m. at
Houston, Courtroom 600.

Willis, Texas-based Gallant Acquisitions Ltd. filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 12-33353) in Houston, Texas on
May 1, 2012.  In the petition, the Debtor disclosed total assets
of $10 million and total debts of $9.15 million, all on account of
liquidated secured debt.

The Debtor owns various properties in Texas, including a 130-acre
Land & Golf Course and 32-acre multiuse land on Highway 105, in
Conroe, Texas.

Judge Jeff Bohm oversees the case.  Barbara Mincey Rogers, Esq.,
at Rogers & Anderson, PLLC, serves as the Debtor's counsel. The
petition was signed by Warrant Gallant, president of Gallan GP,
LLC, general partner.


GAMETECH INT'L: U.S. Bank Forbearance Extended to June 30
---------------------------------------------------------
GameTech International, Inc., on May 7, 2012, entered into a
Forbearance Agreement and Second Amendment to Amended and Restated
Loan Agreement with U.S. Bank N.A. and Bank of West.  Under the
terms of the Second Amendment, the Lenders agreed to forebear from
exercising certain rights and remedies available to them until
June 30, 2012.

The Company entered into an Amended and Restated Loan Agreement
with U. S. Bank N.A. and Bank of West, on June 15, 2011, which
amended the terms of the Company's then-existing credit facility
with the Lenders.  On Dec. 22, 2011, the Company entered into a
First Amendment to Amended and Restated Loan Agreement and Waiver
of Defaults with the Lenders.

The Second Amendment:

    (i) defers the payment of all interest accruing on the
        outstanding balance under the Loan Agreement on and after
        April 1, 2012, to June 30, 2012;

   (ii) defers the payment of scheduled principal payments due on
        May 1, 2012, and June 1, 2012, to June 30, 2012;

  (iii) modifies certain financial covenants set forth in the Loan
        Agreement;

   (iv) incorporates the Lender's consent to the Company's
        appointment of Kinetic Advisors, LLC, as consultant for
        the Company;

    (v) requires the Company to maintain at least $100 thousand in
        liquidity through June 30, 2012;

   (vi) changes the maturity date of the Loan Agreement to
        June 30, 2012; and

  (vii) extends the period of time for the Company to retain a
        suitable replacement for Mr. Kevin Painter, as approved by
        the Lenders in their reasonable discretion, from the date
        that is 30 calendar days after the date of Mr. Painter's
        resignation to June 30, 2012.

In consideration for the Lenders' entry into the Second Amendment,
the Company paid the Lenders a fee of $200,000, which was applied
to reduce the Company's outstanding obligations under the Loan
Agreement.

Under the Second Amendment, the Lenders agreed to revoke their
implementation of the default rate on the outstanding principal
balance of the loan, and the outstanding balance under the Loan
Agreement continues to bear interest at a base rate equal to an
applicable margin plus the daily Eurocurrency rate or an
alternative base rate.  As amended by the Second Amendment, the
applicable margin is 7.50% (February 2012 through March 22, 2012),
10.50% (March 23, 2012 through April 30, 2012) and 11.50% (May 1,
2012 through the maturity date).  In connection with the entry
into the Second Amendment, the Company's interest rate swap
agreement was unwound and the principal balance under the Loan
Agreement was increased by $440,000, representing the Company's
remaining obligations under the interest rate swap agreement at
the time of termination.  As of May 7, 2012, after giving effect
to the Second Amendment, the remaining principal balance and
interest rate under the Loan Agreement was $16.3 million and
11.78%, respectively.

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

                       http://is.gd/iYvmgu

On May 4, 2012, Richard H. Irvine notified GameTech of his
resignation from the Company's Board of Directors, effective
May 4, 2012.  Mr. Irvine's resignation was not a result of any
disagreement with the Company regarding the Company's operations,
policies or practices.  As a result of Mr. Irvine's resignation,
the size of the Company's Board of Directors has been reduced to
two directors.

                   About Gametech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

The Company reported a net loss of $20.4 million for the 52 weeks
ended Oct. 31, 2010, compared with a net loss of $10.5 million for
the 52 weeks ended Nov. 1, 2009.

The Company's balance sheet at Jan. 29, 2012, showed
$27.22 million in total assets, $22.88 million in total
liabilities, all current, and $4.34 million in stockholders'
equity.

Piercy Bowler Taylor & Kern expressed substantial doubt about the
Company's ability to continue as a going concern following the
fiscal 2011 financial results.  All of the Company's debt
(approximately $23.4 million at Oct. 30, 2011) is classified as
current.  The independent auditors noted that there is significant
uncertainty as to whether the Company will be able to satisfy all
conditions necessary to extend the maturity of those obligations.


GENERAC POWER: Moody's Downgrades CFR to 'B2'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded Generac Power Systems, Inc.
(Generac) corporate family rating (CFR) to B2 from Ba3 and
probability of default (PDR) rating to B2 from B1 to reflect the
holding company's planned $685 million dividend distribution and
the resulting increase in the company's leverage upon completion
of the proposed transaction. Concurrently, Moody's assigned a B1
to the proposed $800 million term loan B and Caa1 to the proposed
$425 million senior unsecured instruments. The proposed
transaction will also refinance its existing debt. Moody's also
assigned a speculative grade liquidity rating of SGL-2 to reflect
the company's good liquidity. The ratings are subject to change if
the terms of the refinancing or legal structure are inconsistent
with those relied on by Moody's. The rating outlook is stable.

Ratings Rationale

Generac's B2 Corporate Family and Probability of Default Ratings
incorporate the company's resulting high leverage and aggressive
shareholder friendly policy, geographic concentration and limited
product offering. The ratings however also recognize the company's
well established niche market position with impressive brand
recognition and strong anticipated cash flow generation for the
rating category. The ratings are also supported by Generac's good
liquidity profile.

The following rating actions have been taken:

Generac Power Systems, Inc.

Corporate Family Rating, downgraded to B2 from Ba3;

Probability of Default, downgraded to B2 from B1;

Term Loan A downgraded to B2, LGD3, 49% from Ba3 LGD3-33% and will
be withdrawn at the close of the transaction.

Term Loan B downgraded to B2, LGD3, 49% from Ba3 LGD3-33% and will
be withdrawn at the close of the transaction.

The following ratings have been assigned, subject to Moody's
review of final documentation:

Proposed $800 million senior secured first lien term loan B, B1
(LGD3, 37%);

Proposed $425 million senior unsecured instruments, Caa1 (LGD5,
85%)

The ratings outlook is stable.

The proposed $150 million ABL revolving credit facility (undrawn
at close) is not rated by Moody's and has a first lien on trade
accounts receivable, inventory, and has a second lien on fixed
assets. The B1 rating on the proposed $800 million senior secured
first lien term loan B reflects their first priority lien on fixed
assets and intangibles and through cross-collateralization with
the ABL, a second priority lien on all ABL collateral. The
facilities are guaranteed on a senior basis by Generac
Acquisitions Corp. and material wholly-owned domestic restricted
subsidiaries. The Caa1 rating on the company's $425 million senior
unsecured instruments reflect their subordination to the much
larger ABL and term loan B facilities and its unsecured nature in
the capital structure. Ratings on the existing debt will be
withdrawn upon repayment.

The stable outlook reflects Moody's belief that the company will
continue to maintain stable margins, good overall operating
performance and importantly, generate strong free cash flow that
strengthens its position in the rating category.

Generac's SGL-2 reflects that the company is anticipated to have a
good liquidity profile over the near-term. The company's liquidity
is supported by cash (approximately $57 million at year end 2011,
not including approximately $35 million at parent Generac
Holding), availability from the $150 million revolving credit
facility and expected good free cash flow generation.

A ratings upgrade is unlikely over the short term. Positive rating
pressure would develop if the company's leverage was to improve to
below 4.0 times on a sustainable basis. EBITDA to interest
coverage over 3.5 times would also be supportive of positive
ratings traction before considering the company's aggressive
financial policies.

Negative ratings traction would develop if there is a sustained
decline in margins from current levels or if there were a
meaningful change in the competitive climate. The rating could
also be downgraded if free cash flow to debt falls below 5% or if
debt to EBITDA increases to 5.5 times or higher. A debt-financed
acquisition or additional large dividend payments that further
weaken the company's balance sheet could also result in negative
rating action.

Generac Power Systems, Inc. is a leading designer and manufacturer
of a wide range of generators and other engine powered products in
U.S. and Canada. The company has approximately 2,223 employees and
had $1.0 billion in revenues for the LTM period ended March 31,
2012.


GLOBAL OUTREACH: Court Declares Default Under YA Global Note
------------------------------------------------------------
Bankruptcy Judge Donald H. Steckroth granted a motion for partial
summary judgment brought by YA Global Investments, L.P., and
declared Global Outreach, S.A., in default of its payment
obligations under a note with YA.  The Court also held that Global
Outreach LLC, Global Financial Group LLC, The Kothari Family 2000
Trust, Anil C. Kothari and Hemangini Kothari breached the related
guarantees by failing to pay the amount due under the Note.
Judgment is entered in YA's favor for the principal due, pre-
default interest, and post-default interest.  The judgment totals
$81,931,666.67 as of Oct. 17, 2011.  The Court also said YA is
entitled to reasonable attorneys' fees in connection with bringing
the motion for partial summary judgment.

In 2007, the Debtor sought and obtained financing from YA in an
effort to develop a 550-acre luxury resort located in Guanacaste,
Costa Rica.  On July 19, 2007, YA refinanced multiple bridge loans
it made to the Debtor by extending a $41 million loan, evidenced
by a promissory note and a note purchase agreement.

As a result of several alleged defaults, YA filed a complaint
against the Defendants and the Debtor in New Jersey Superior Court
on April 16, 2008.  The Defendants and the Debtor participated in
the action, filing an answer, counterclaims, and third party
complaint.  On Nov. 17, 2008, the state court granted partial
summary judgment in favor of YA stating that "[b]y failing to sell
32 condominium units by August 1, 2008, [the Debtor] has committed
a material breach under the [Note]."  YA similarly alleged
defaults under the Guarantees.

On March 12, 2009, the Debtor filed for chapter 11 relief.  The
Debtor removed the State Action to the United States District
Court.  The matter was subsequently referred to the Bankruptcy
Court.

On March 20, 2009, the Debtor commenced an adversary proceeding
against YA and its officers.  The Debtor filed an amended
complaint in that proceeding asserting, among others things, many
of the same claims that were asserted against YA in the
counterclaims in the State Action.

The parties filed competing motions for summary judgment in both
the Removed Proceeding and the Adversary Proceeding. On Jan. 29,
2010, the Court entered summary judgment for YA against the Debtor
and dismissed all but one claim of the Debtor with prejudice.  On
March 16, 2010, the Defendants consented to entry of summary
judgment in YA's favor and dismissal with prejudice of their
counterclaims.

In the Removed Proceeding, the Court entered summary judgment
against YA avoiding certain transfers as fraudulent conveyances
and disallowing certain equity participation payments as usurious.
Appeal was taken and the District Court upheld YA's claim for the
principal -- $41 million plus interest. As a result, YA filed the
motion for partial summary judgment alleging that the Defendants
have failed to make any payments under the Note.  YA asserts an
entitlement, under the Guarantees, to pursue each Defendant for
the amount due.

Global Outreach et al. opposed YA's motion on grounds that YA
violated the implied covenant of good faith and fair dealing by
manufacturing the defaults in an attempt to wrest control of a
real estate development project from the Debtor.  Mr. Kothari
further argues that YA induced him to sign the Guaranty by
assuring him, via e-mail, that YA would exhaust its remedies
against the Debtor before enforcing the Guarantees against his
personal assets.

Judge Steckroth said there is no legitimate dispute that the
Debtor defaulted on its obligations to YA.  Not only did the
Superior Court find that the Debtor "committed a material breach"
under the Note, but the Debtor failed to make any payment on the
Note since it matured in January 2010.

The case is, Global Outreach, S.A., Plaintiff, Official Committee
of Unsecured Creditors of Global Outreach, S.A. Intervenor-
Plaintiff, v. YA Global Investments, L.P., Defendant; YA Global
Investments, L.P., Plaintiff, v. Global Outreach, S.A., et al.,
Defendants, Official Committee of Unsecured Creditors of Global
Outreach, S.A. Intervenor-Defendant Adv. Proc. No. 09-01415
(Bankr. D. N.J.).  A copy of the Court's May 4, 2012 Opinion is
available at http://is.gd/FMTJBhfrom Leagle.com.

Headquartered in Morristown, New Jersey, Global Outreach, S.A. --
dba Global Outreach, Sociedad Anonima -- filed for Chapter 11
protection on March 12, 2009, (Bankr. D. N.J. Case No. 09-15985).
Kasen & Kasen represents the Debtor in its restructuring effort.
The Debtor estimated assets of $100 million to $500 million and
debts of $50 million to $100 million.  The U.S. Trustee for Region
3 appointed six creditors to serve on an official committee of
unsecured creditors.


GRANITE DELLS: Cohen Kennedy OK'd as Special Litigation Counsel
---------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona authorized Granite Dells Ranch Holdings to
employ Ronald Jay Cohen and the Cohen Kennedy Dowd & Quigley law
firm as special litigation counsel.

As reported in the Troubled Company Reporter on May 3, 2012, CKDQ
Firm will evaluate and prosecute litigation against Robert
Swanson, Jason Gisi, Michael Fann, Arizona ECO Development, LLC --
Acquiring Insiders -- and potentially other related insiders of
the Debtor for breach of fiduciary duty, equitable subordination,
and other causes of action arising from the Acquiring Insiders'
actions to convert Debtor's principal asset and usurp Debtor's
corporate opportunities.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The CKDQ Firm requires a $50,000 retainer prior to initiation of
the engagement.  No amounts will be paid to the CKDQ Firm without
Bankruptcy Court approval after application, notice and
opportunity for a hearing.  There are no outstanding unpaid fees
or unreimbursed expenses owed to the CKDQ Firm.

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix, on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2,219,134 in assets and $156,687,828 in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells Ranch
Holdings LLC an insufficient number of persons holding unsecured
claims against the Debtor have expressed interest in serving on a
committee.  The U.S. Trustee reserves the right to appoint such a
committee should interest developed among the creditors.


GRD HOLDING: Moody's Issues Correction to May 4 Ratings Release
---------------------------------------------------------------
Moody's Investor Service issued a correction to GRD Holding III
Corporation's May 4, 2012 ratings release.

Moody's 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 3, 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.


GRD HOLDING: S&P Rates New $360-Mil. Senior Secured Notes 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Delaware-based GRD
Holding III Corp.'s proposed $360 million senior secured notes due
2019 its issue-level rating of 'B' (the same as the corporate
credit rating on the company). "We also assigned this debt a
recovery rating of '3', indicating our expectation of meaningful
(50% to 70%) recovery for noteholders in the event of a payment
default," S&P said.

"The company plans to use the proceeds from the new note issue to
repay existing debt and for general corporate purposes. Upon
completion of the refinancing and the repayment of the existing
term loan B facility, we will withdraw our ratings on the term
loan facility. The ratings on the new issue are subject to review
of final terms and documents," S&P said.

"In addition, we affirmed our 'B' corporate credit rating, and
'B+' senior secured debt rating on GRD Holding III's $250 million
term loan B facility due 2017. The '2' recovery rating on the
secured term loan B remains unchanged and indicates our
expectation of substantial (70% to 90%) recovery in the event of
a payment default. The ratings outlook is stable," S&P said.

"The ratings on GRD Holding III and operating subsidiary and
guarantor, Garden Ridge, reflect our expectation of stable to
modestly improving performance trends and credit measures over the
medium term," said Standard & Poor's credit analyst Jayne Ross.
"In our view, the company's financial risk profile will remain
'highly leveraged,' with thin cash flow protection measures,
'adequate' liquidity, and a 'very aggressive' financial policy as
a result of the leveraged buyout (LBO) by an affiliate of AEA
Investors L.P. in October 2011. The company's 'weak' business
profile incorporates our assessment of its narrow position and
small scale in the highly competitive and mature home goods
industry, along with CEO key man risk."

"The outlook is stable, reflecting our assessment that the
company's competitive profile, operating performance, and credit
measures will remain in line with the rating for the near term. We
expect moderate revenue growth as the company adds new stores and
we expect gross margins to remain flat," S&P said.

"We could take a negative rating action if operating performance
or credit protection measures deteriorate, with debt leverage
increasing to 6.5x or above or if interest coverage falls below
1.5x. This could be precipitated by poor execution of the
company's operating strategy, a greater-than-anticipated margin or
same-store sales decline, or increased competitive pressures.
Under this scenario, revenues would decline by 5% or more and
gross margin declines by 200 basis points or some combination of
the two. We could also take a negative rating action if the
cushion under financial covenants declines to below 15%," S&P
said.

"While unlikely over the near term, we could consider a positive
rating action if operating performance (including sustained
positive same-store sales) and credit metrics improved, resulting
in debt leverage below 4.0x and interest coverage above 3.5x," S&P
said.


HARTFORD COMPUTER: Silverman's Steven Nerger Approved as CRO
------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Hartford Computer
Hardware, Inc., et al., to employ professionals from Silverman
Consulting and Steven Nerger as chief restructuring officer nunc
pro tunc to April 3, 2012.

Mr. Nerger and other Silverman professionals are expected to
perform any and all services for Debtors, to assist Debtors in
operating on a day-to-day basis and to wind down the Debtors'
businesses, including, among other things:

   -- oversee and review the final post-closing adjustments to the
      purchase price received from the sale of the Debtors'
      assets;

   -- assist with any post-closing transitional issues; and

   -- oversee and review reconciliation of claims against the
      Debtors, including cure and rejection claims of certain of
      the Debtors' customers.

                     About Harford Computer

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

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

The Debtors disclosed $19,013,862 in assets and $72,984,394 in
liabilities as of the Chapter 11 filing.  The petitions
were signed by Brian Mittman, chief executive officer.

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

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

The Official Committee of Unsecured Creditors in the Debtors'
cases tapped to retain Levenfeld Pearlstein, LLC, as its counsel
and Crowe Horwath LLP as its financial analysts.


HARTFORD COMPUTER: TrustPoint Int'l to Provide Legal Staffing
-------------------------------------------------------------
Hartford Computer Hardware, Inc., et al., ask the U.S. Bankruptcy
Court for the Northern District of Illinois for permission to
employ TrustPoint International as provider of legal staffing
services.

According to the Debtors, the most cost-effective way to respond
to the Official Committee of Unsecured Creditors' subpoenas is to
employ TrustPoint to provide staffing assistance in reviewing the
hundreds of thousands of documents that are potentially responsive
to the Committee's subpoenas.

The Debtors' primary bankruptcy counsel, Katten Muchin Rosenman
LLP, is supervising TrustPoint's contract attorneys with regard to
the substantive legal review of the potentially responsive
documents.

The Debtors will compensate TrustPoint for a contract attorney
review team consisting of nine licensed attorneys at a rate of
$42 per hour and an onsite team leader who will also assist with
the supervision of the group at a rate of $70 per hour.  No
overtime rates will be paid.

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

                     About Harford Computer

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

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

The Debtors disclosed $19,013,862 in assets and $72,984,394 in
liabilities as of the Chapter 11 filing.  The petitions
were signed by Brian Mittman, chief executive officer.

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

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

The Official Committee of Unsecured Creditors in the Debtors'
cases tapped to retain Levenfeld Pearlstein, LLC, as its counsel
and Crowe Horwath LLP as its financial analysts.


HAWKER BEECHCRAFT: Secures $300 Million Interim Loan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Hawker Beechcraft Inc. was given interim
authority May 8 from the bankruptcy court in New York for
$300 million in secured financing.  At a final hearing on May 30,
the loan is scheduled to increase to $400 million.  The loan is
provided by some of the existing senior lenders.

                    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.


HAWKER BEECHCRAFT: Has Payment Schedule for Vendors & Suppliers
---------------------------------------------------------------
Kirby J. Harrison at AINonline reports that Hawker Beechcraft's
executive vice president Shawn Vick said in an interview the
company has set up a schedule for payments to vendors and
suppliers that will allow the company to continue producing
airplanes, and that "it is our intent to continue to support
aircraft on a business-as-usual basis."

Hawker Beechcraft received bankruptcy court approval of so-called
"first day motions" that allows it to continue operating during
the reorganization process.  The Company, among others, obtained
permission to continue paying employees and vendors and was
allowed interim access to $400 million in postpetition financing.

According to the report, Mr. Vick pointed out Chapter 11 "is
intended to take good companies and protect them while they go
through this process.  It protects a good many jobs, protects
those holding debt and ensures that the company will continue to
create value."  He added that while the Chapter 11 process is
challenging, "It is where we are, [and] we have a clear view now
of where we're going and how to get there."

                    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.


HEARUSA INC: Court Confirms Amended Liquidation Plan
----------------------------------------------------
HUSA Liquidating Corporation said the Amended Chapter 11 Plan of
Liquidation of HearUSA, Inc. nka HUSA Liquidating Corporation was
approved on May 8, 2012, by the United States Bankruptcy Court for
the Southern District of Florida, West Palm Beach Division.

The Plan is to become effective on a date that is 30 days after
entry of the confirmation order and all conditions precedent have
been satisfied, which is currently expected to be June 7, 2012.
On the Effective Date, all of the Company's remaining assets,
consisting primarily of cash received from the sale of
substantially all of its assets in September 2011, will be
transferred to a Liquidating Trust, shares of the Company's common
stock will be extinguished, holders will be entitled to an
interest in the Liquidating Trust, and the Company will be
dissolved.

The Liquidating Trustee will make payments on all allowed claims
of creditors as well as holders of the Company's preferred stock
and thereafter make distributions to the former holders of the
Company's common stock and common stock interests in the
Liquidating Trust.  Holders of allowed secured and unsecured
claims are expected to receive 100% of their allowed claims and
holders of preferred stock are expected to receive 100% of the
face value of such preferred stock plus accrued and unpaid
dividends and some redemption premiums.  The Company currently
estimates that Holders of common stock and those persons holding
interests upon the exercise of options as contemplated in the
Plan, will receive approximately $0.97 per share of common stock.

After the Effective Date, when the Company no longer has any
stockholders, the Company intends to file a Form 15 with the
Securities and Exchange Commission to terminate the registration
of its common stock and suspend further reporting obligations
under the Securities Exchange Act of 1934.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recounts when the business was sold in September to Siemens, the
price was calculated at the time to produce $39.7 million for
common shareholders. The explanatory disclosure statement
estimated the distribution for each share at $1.02.  When the
results of the auction were disclosed, the stock climbed to around
90 cents a share, after trading in the vicinity of 40 cents during
bankruptcy.  On May 8, the stock closed at 97 cents, down a half-
cent in over-the-counter trading.  No creditors voted on the plan
because all were paid in full.

                          About HearUSA Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S.  The Debtor said that assets are
$65.6 million against debt of $64.7 million as of March 31, 2010.
HearUSA owes $31.3 million to Siemens Hearing Instruments Inc.,
the principal supplier and primary secured lender.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor ans Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.  Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.

The U.S. Bankruptcy Court approved on Aug. 17, 2011, the sale of
substantially all of the assets of the Company to Audiology
Distribution, LLC, a wholly owed subsidiary of Siemens Hearing
Instruments, Inc., which submitted the highest and best bid for
the assets in a July 29, 2011 auction pursuant to 11 U.S.C.
Section 363.  The purchase price is estimated to be roughly $109
million and comprised of $66.8 million in cash plus certain
assumed liabilities -- which includes repayment or assumption of
the $10 million DIP financing provided by the stalking horse
bidder, William Demant Holdings A/S -- plus the payment of cure
costs for assumed contracts, and the assumption of various
liabilities of the company.

On Sept. 9, 2011, the sale closed.

In connection with the closing of the transactions contemplated by
the Asset Purchase Agreement, on Sept. 13, 2011, the Company filed
a Certificate of Amendment to its Restated Certificate of
Incorporation with the Delaware Secretary of State in order to
change its name to "HUSA Liquidating Corporation".  The
Certificate of Amendment was effective on the date of filing.


HORIZON LINES: Inks 2nd Supplemental Indenture with U.S. Bank
-------------------------------------------------------------
Horizon Lines, Inc., entered into a supplemental indenture with
certain of its subsidiaries and U.S. Bank National Association,
the trustee, for its 6.00% Series A Convertible Senior Secured
Notes due 2017 and 6.00% Series B Mandatorily Convertible Senior
Secured Notes to amend the existing indenture to increase the
"Series A Conversion Rate" to 402.3272 shares of Company's common
stock per $1,000 principal amount of Series A Notes, subject to
adjustment as set forth therein.

A copy of the Second Supplemental Indenture is available at:

                        http://is.gd/MsPKS2

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

Horizon Lines reported a net loss of $229.41 million in 2011, a
net loss of $57.97 million in 2010, and a net loss of $31.27
million in 2009.

The Company's balance sheet at Dec. 25, 2011, showed
$639.81 million in total assets, $805.79 million in total
liabilities, and a $165.98 million total stockholders' deficiency.

                             Refinancing

The Company was not in compliance with the maximum senior secured
leverage ratio and the minimum interest coverage ratio under its
Senior Credit Facility at the close of its third fiscal quarter
ended Sept. 25, 2011.  Non-compliance with these financial
covenants constituted an event of default, which could have
resulted in acceleration of the maturity.  None of the
indebtedness under the Senior Credit Facility or Notes was
accelerated prior to the completion of a comprehensive refinancing
on Oct. 5, 2011.

The Senior Credit Facility and 99.3% of the 4.25% Convertible
Senior Notes were repaid as part of the refinancing.  In addition,
as a result of the completion of the refinancing, the short-term
obligations under the Senior Credit Facility, the Notes and the
Bridge Loan have been classified as long-term debt.

As a result of the efforts to refinance the Company's debt and the
2011 amendments to the Senior Credit Facility, the Company paid
$17.3 million in financing costs and recorded a loss on
modification of debt of $0.6 million during 2011.

                           *     *     *

As reported by the TCR on Aug. 26, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Horizon
Lines Inc. to 'SD' from 'CCC'.

The rating action on Horizon Lines follow the company's decision
to defer the interest payment on its $330 million senior
convertible notes due August 2012, exercising the 30-day grace
period.  "Under our criteria, we view failure to make an interest
payment within five business days after the due date for
payment a default, regardless of the length of the grace period
contained in an indenture," said Standard & Poor's credit analyst
Funmi Afonja.


HOSPITAL AUTHORITY OF CHARLTON: U.S. Trustee Seeks Dismissal
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee filed early this month a motion to
dismiss the Chapter 9 case of the Hospital Authority of Charlton
County, Georgia.  The U.S. Trustee claims that the authority is
barred by Georgia law from filing bankruptcy.

According to the report, the authority then filed papers in
bankruptcy court May 3 looking to convert the case to a Chapter 11
reorganization.  The U.S. Trustee, the bankruptcy watchdog for the
Justice Department, responded the next day by saying in court
papers that the authority isn't eligible for Chapter 11 because
it's a governmental unit.

A hearing is scheduled in bankruptcy court on May 29 to consider
the authority's request for conversion to Chapter 11.

               About Hospital Authority of Charlton

Hospital Authority of Charlton County filed a Chapter 9 petition
(Bankr. S.D. Ga. Case No. 12-50305) in Waycross, Georgia, on April
30, 2012.

The authority owns the Charlton Memorial Hospital in Fall River,
Georgia.  The Charlton Memorial Hospital is a 25-bed critical
access hospital and treats 67,000 patients in its emergency
department each year.  The hospital is/was managed by St.
Vincent's.

The Debtor estimated assets of $10 million to $50 million and
debts of up to $10 million.

The Debtor and the Charlton County are defendants to a contract
suit filed by St. Vincent's Health System, Inc., in district court
(M.D. Fla. Case No. 3:2012cv00285) on March 14, 2012, according to
Justia.com.


HOSTESS BRANDS: Has Until Aug. 8 to Propose Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Hostess Brands, Inc., et al.'s exclusive periods to file
and solicit acceptances for the proposed Chapter 11 Plan until
Aug. 8, 2012, and Oct. 7, 2012, respectively.

As reported in the Troubled Company Reporter on April 9, 2012, the
Debtors said they are focused on implementing a restructuring
that maximizes value for stakeholders and ensures a viable company
post-emergence.  Since the Petition Date, the Debtors have taken a
number of critical steps to promote their reorganization.

The Debtors had developed a comprehensive turnaround plan, which
requires the Debtors, among other things, to modify certain
aspects of their collective bargaining agreements, including the
Debtors' obligations with respect to health and welfare plans,
work rules and multi-employer pension plans.  Other features of
the Turnaround Plan are not labor related, such as modernizing the
Debtors' vehicle fleet, restructuring the Debtors' retail outlet
stores, reducing selling, general and administrative costs and
increasing the efficiency of various operational activities.

After being appointed on March 9, 2012, the Debtors' new chief
executive officer, Greg Rayburn, immediately began the process of
reviewing and modifying the Turnaround Plan.  The Debtor expects
the modified Turnaround Plan to be finalized by April 6.  Once the
modified Turnaround Plan is finalized, it will be provided to the
Debtors' key stakeholders, which have already reviewed the
Turnaround Plan.  The Turnaround Plan will provide the foundation
for any plan.

To implement the Turnaround Plan, the Debtors also said they must,
among other things, achieve certain modifications to the CBAs.
The vast majority of the Debtors' unionized workforce are members
of either the International Brotherhood of Teamsters National
Negotiating Committee, and the Bakery, Confectionery Tobacco and
Grain Workers International Union.  For several months, the
Debtors have been engaged in negotiations with the IBT and the
BCT, and the Debtors have filed a motion to reject the CBAs and
modify certain retiree benefit obligations.  The Debtors said they
continue to bargain in good faith with the IBT and BCT and are
hopeful that a consensual resolution can be reached.  In the event
that the negotiations do not yield favorable results, however, a
trial on the Motion is currently scheduled to take place beginning
April 17.

The Debtors also are currently negotiating with their other 10
unions to obtain relief similar to that which is sought in the
Motion.  Resolution of all of these matters is necessary before
the Debtors can formulate a Chapter 11 Plan.

The Debtors also disclosed they have begun searching for investors
interested in providing necessary financing for the Debtors'
Chapter 11 Plan process.  The Debtors have reached out to 41
potential investors, 14 of whom executed confidentiality
agreements and began due diligence.  The Debtors received the
first round of proposals on Feb. 27, 2012.  The second round of
proposals are expected during the week of May 7, 2012.

The Debtors require additional time to complete this process
before a plan of reorganization can be formulated.

The Debtors also said they have begun a parallel process to pursue
a sale of their assets as a failsafe in the event that the
modifications to their CBAs cannot be achieved.

The Debtors also said their postpetition lenders also have agreed
to extend deadlines, or milestones, with respect to the progress
of the CBA Motion.  The lenders have been modified to provide for
an extended schedule which currently requires filing of a plan no
sooner than June 1, 2012.  This change, the Debtors said,
recognizes that a plan cannot sensibly proceed until the Debtors
progress on their labor and new capital initiatives.

Currently, the Exclusive Filing Period expires May 10, 2012, and
the Exclusive Solicitation Period expires July 9, 2012.

The Debtors employ 19,000 employees of which 83% are members of 12
different unions, subject to 372 CBAs.

                       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: To Lay Off 250 Workers in Washington State
----------------------------------------------------------
The Seattle Times reports a spokesman for the state Employment
Security Department relates Hostess Brands warned its 250
employees in Washington state they could lose their jobs in
60 days.

According to the report, Hostess's 111 employees in Seattle, 17 in
Kent, and 56 in Pierce County could be laid off, according to a
WARN notice it filed with ESD.  Other affected sites are in
Everett, Bellingham, Bremerton, Tumwater, Longview.  Moses Lake,
Yakima and Spokane.

                       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.


HOTI ENTERPRISES: GECMC Plan Hearing Adjourned to June 13
---------------------------------------------------------
The hearing to consider confirmation of Second Modified Chapter 11
Plan of Reorganization for Hoti Enterprises, LP and Hoti Realty
Management Co., Inc., has been adjourned to June 13, 2012 at 10:00
a.m. (prevailing Eastern Time).

GECMC 2007 C-1 Burnett Street, LLC, the plan proponent, filed a
Second Modified Chapter 11 Plan of Reorganization on April 30,
2012.  Additions to the Second Modified Plan from the previous
iteration include a plan amount of up to $370,000 plus any amount
necessary to pay any and all valid and unpaid ordinary course
expenses of the receiver.  The plan funding amount will be used to
pay priority claims.  There's also a tax reserve amount of up to
$150,000 to be used to pay any valid income or capital gains tax
liability imposed on Hoti Management as a the 1% general partner
of Hoti.

GECMC claims to hold perfected, valid, first priority secured
claims against Hoti Enterprises in an aggregate amount (as of the
Petition Date) in excess of $40.7 million pursuant to a certain
mortgage, note, assignment of rents, and related agreements.

Like in the prior iteration, the 2nd Modified Plan provides that
GECMC will be entitled to receive all rights, title, and interest
in and to the Debtor's property and other collateral, and causes
of action.  Holders of other secured claims, general unsecured
claim, subordinated 510(b) claims, and equity interests, will not
receive any distribution.

Victor Dedvukaj, as general partner of the Debtors, and other
related parties, filed objections to the GECMC Plan.  They point
out, among other things,

    * The Plan does not provide for payment of $15,000,000 in
      capital gains taxes payable on the sale envisioned by the
      Plan.  GECMC's attempt to limit the tax to 1% (i.e.,
      $150,000) of the tax liability of about $15,000,000 is
      meritless.

    * The Plan has been changed substantially as to the ownership
      of the note and mortgage but neither the Plan or any
      disclosure statement was circulated to each holder of a
      claim or interest to give such persons a period of at least
      25 days to respond to the Plan.

    * GECMC's efforts to shuffle ownership by creation of new
      documents runs afoul of the bar date.

A copy of the Second Modified GECMC Plan is available for free at:

   http://bankrupt.com/misc/Hoti_GECMC_2nd_Modified_Plan.pdf

                     About Hoti Enterprises

Harrison, New York-based Hoti Enterprises, LP, is a single asset
real estate holding company that owns an apartment complex located
at 2801 Fillmore Avenue, 3001 Avenue R and 2719 Fillmore Avenue --
collectively, known as 1865 Burnett Street -- in Brooklyn, New
York.  Hoti Realty Management Co., Inc., was in the business of
owning and operating a management company that managed the
apartment complex.

Hoti filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 10-24129) on Oct. 12, 2010.  Hoti Enterprises estimated
its assets and debts at $10 million to $50 million.

Tanya Dwyer, Esq., at Dwyer & Associates, LLC, in New York,
represents the Debtors as counsel.

A receiver of rents was appointed against Hoti Enterprises pre-
bankruptcy pursuant to a foreclosure proceeding commenced by GECMC
2007-C-1 Burnett Street, Hoti's mortgagee and largest secured
creditor.

No Official Committee of Unsecured Creditors has been appointed in
the case.


KLOSTERMAN DEVELOPMENT: Must Obtain Plan Confirmation by Aug. 31
----------------------------------------------------------------
Bankruptcy Judge Mary Ann Whipple barred Mercer Savings Bank from
immediately foreclosing on Klosterman Development Corp.'s
property.  The Court permitted the Debtor to keep the automatic
stay, subject to a short lease.  Among others, the Debtor must
obtain confirmation of a plan of reorganization by Aug. 31, 2012.
As adequate protection to the bank's interest in the Debtor's
property that serves as the bank's collateral, Klosterman must
make monthly payments of $1,461.48 each until further Court order.
The next payment must be made on or before May 31, 2012.  The
Debtor also must timely pay to the Mercer County, Ohio Treasurer,
the second half taxes on the Collateral due by July 20, 2012.

The bank sought an order conditioning, modifying or terminating
the automatic stay with respect to the Debtor's commercial real
property at 4696 St. Route 127, Celina, Ohio, upon which the bank
holds a first mortgage lien.  The bank alleges the Debtor has not
made payments on its mortgage debt since 2010 and that real
property taxes are not being kept current, priming the bank's lien
on the Collateral.  The Debtor does not contest these facts, but
asserts that the Collateral will be necessary for reorganization
of a downsized business operation to be advanced in its plan of
reorganization.  The parties also differ in their views on the
value of the Collateral.

The Debtor has filed an exit plan and disclosure statement.  The
Court is set to consider approval of the disclosure statement at a
hearing on June 6.

The plan proposes retention of the Collateral, and as part of the
means for execution of the plan continued use of the Collateral as
Debtor's operations headquarters and for equipment storage and
excavation.

The plan proposes to treat the bank's claim secured by the real
estate as partially secured.  The plan proposes that the bank
retain its lien on the collateral and that the Debtor make monthly
payments on the bank's secured claim at the rate of $1,461.68
(amortized over 25 years at a rate of 5% interest), with a balloon
payment due no later than 7 years after the first payment.

The bank contests that the plan is even facially confirmable,
among other reasons because it will violate the absolute priority
rule and cannot be crammed down under 11 U.S.C. Sec.
1129(b)(2)(B)(ii).  The bank has filed three secured claims and
does not presently have standing to raise that issue in the event
the class of unsecured creditors does not vote in favor of the
plan.

Judge Whipple believes there is a reasonable possibility of a
successful reorganization within a reasonable time, pointing out
that the Debtor filed by the deadline set by the court a
disclosure statement and proposed plan that on their face are
serious efforts to move the case toward confirmation of a plan of
reorganization.

A copy of the Court's May 7, 2012 Order is available at
http://is.gd/zh4FGIfrom Leagle.com.

                   About Klosterman Development

Celina, Ohio-based Klosterman Development Corp., filed for Chapter
11 bankruptcy (Bankr. N.D. Ohio Case No. 11-35180) on Sept. 23,
2011.  Judge Mary Ann Whipple oversees the case. Steven L. Diller,
Esq., at Diller & Rice, LLC, serves as the Debtor's counsel.  In
its petition, the Debtor estimated $50,001 to $100,000 in assets
and $1 million to $10 million in debts.  The petition was signed
by Steven R. Klosterman, president.


LAKELAND DEVELOPMENT: Seeks Cash Use; In Talks to Sell Lots
-----------------------------------------------------------
Lakeland Development Company asks the Bankrupcy Court:

     -- for authority to use cash collections, on an interim
        basis, to pay critical expenses set forth in a 30-day
        budget; and

     -- at the final hearing, for authority to use cash collateral
        in conformity with the Debtor's cash flow projections for
        a period of up to 180 days from the petition date.

Cash on hand and payments received in connections with the
operations of bio-diesel and waste water reclamation operations
are the Debtor's primary sources of income.

The Debtor said any disruption in its ability to pay its
employees, contractors, utilities, rents, insurance and taxes, and
to purchase normal and routine ancillary support could irreparably
damage its business and destroy its ability to reorganize.

The Debtor proposes to provide to secured creditors a replacement
lien upon the rents and profits generated from the property on a
post-petition basis net of the expenses which the Court permits to
be paid pursuant to the budget.

Lakeland and Western Realco entered into a prepetition agreement
whereby, if consummated, Western will provide the Debtor with a
$19 million loan, and receive an option to purchase all of the
Debtor's land for $25 million for which the $19 million loan plus
interest will be deducted from the purchase price.  Western is in
the middle of its "due diligence" and has not yet committed to go
forward with the transaction.

If the executory transaction with Western goes forward, the $19
million loan proceeds will be used to 1) pay secured claims
against the property, and 2) fund the costs of soil remediation.

Lakeland is a privately held subsidiary in a family of companies
headed by Energy Merchant Corp.  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 is the owner of 10 contiguous parcels of real property
totaling 55 acres located in Santa Fe Springs, California.  A
waste water reclamation facility operates on the real property,
and a non-operational bio-diesel conversion facility is located on
the property.

The waste water reclamation facility is owned by the Debtor and
Lakeland Processing Company, a sister company, and is operated by
Ridgeline Energy Services, US Inc.  Ridgeline utilizes the
services of the Debtor's employees.  Lakeland is responsible for
the payment of their wages, salaries and benefits.  Ridgeline pays
$100,000 per month under a Management Contract and $100,000 per
month under an executory Asset Purchase Agreement, which funds are
shared with Lakeland Processing, plus additional amounts to the
Debtor as necessary to fund the employee costs for wages,
salaries, taxes and benefits.

The Debtor's land had been used by others as an oil refinery
dating back to the 1930's.  In 2004, an action was brought against
the Debtor by the Environmental Protection Agency seeking orders
compelling the remediation of toxic pollutants stored in
aboveground tanks, US District Court Case No. 04-cv-6435 CGM
(JEJx).  In 2008, the Debtor and the EPA entered into a Consent
Decree which requires the Debtor, inter alia, to make certain
payments to the United States (and/or its agencies) and the State
of California (and/or its agencies and departments). Following
entry by the Court, that Consent Decree was recorded and is a lien
upon the Debtor's real property.

The Debtor delivered a note secured by deed of trust dated
December 23, 2009 in the amount of $2.5-million to Sares-Regis
Group.  The note and deed of trust were subsequently assigned, and
is now held by 12345 Lakeland LLC.  The deed of trust encumbers
six of the 10 parcels of property of the Debtor totaling 38 acres
and contains an assignment of rents provision.  That note has not
been paid, is in default, and is subject to a non-judicial
foreclosure proceeding.  The Notice of Default was recorded in
September 2011, and the Notice of Trustee's Sale was recorded on
or about April 12, 2012.  But for the filing of the Debtor's
bankruptcy, the trustee's sale was set to occur on May 7, 2012.

The bio-diesel facility is largely located upon the other 17 acres
of the Debtor's real property, but several of its buildings
encroach upon the 38 acres which is collateral for the obligation
held by 12345 Lakeland.  Transfer of those parcels to another
owner without adjustment due to the encroachments would threaten
the viability of the bio-diesel facility.

The waste water reclamation facility is located on the 38 acres
which 12345 Lakeland's deed of trust encumbers, and the transfer
of that parcel may threaten the viability of that facility.

The real property is subject to a number of liens for presently
due and past due real property taxes, as well as liens for
unsecured personal property taxes.  In addition to the 12345
Lakeland deed of trust, the property is subject to a junior deed
of trust lien in favor of The Robertson Charitable Remainder
Unitrust in the amount of $100,000, which deed of trust contains
an Assignment of Rents clause.  The property is subject to a
junior deed of trust lien in favor of Braverman & Associates, P.C.
in the amount of $107,984, which deed of trust also contains an
Assignment of Rents clause.  The Debtor has investigated and is
not aware of any other entities which may claim a collateral
interest in its cash and proceeds.

Santa Fe Springs, California-based Lakeland Development Company
filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-25842)
in Los Angeles on May 4, 2012.  Judge Richard M. Neiter presides
over the case.  Lawrence M. Jacobson, Esq., at Glickfeld, Fields &
Jacobson LLP, and The Law Offices of Richard T. Baum, Esq., serve
as the Debtor's counsel.  In its petition, Lakeland estimated
assets of $10 million to $50 million, and debts of $1 million to
$10 million.

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


LIGHTSQUARED INC: Icahn Exits, Sells Debt for 60 Cents on Dollar
----------------------------------------------------------------
Mike Spector and Greg Bensinger, writing for The Wall Street
Journal, report that people familiar with the matter said Carl
Icahn sold his roughly $250 million worth of LightSquared Inc.
debt last week, exiting from a group of lenders negotiating with
Philip Falcone over the future of his efforts to build out a
nationwide high-speed mobile broadband network.  The other lenders
still hold more than a majority of LightSquared's roughly $1.6
billion in senior debt, giving them leverage over the company's
restructuring plans.

According to WSJ, one person familiar with the matter said Mr.
Icahn sold his debt for about 60 cents on the dollar or a bit
higher, giving him a profit on his original purchase when the debt
was trading between 40 cents and 50 cents.  Mr. Icahn didn't
respond to requests for comment.

The sources told WSJ the bank-debt trade hasn't yet cleared, so
official records haven't cropped up yet to show Mr. Icahn exiting
the position, or who the buyer is.  But, WSJ adds, many people
close to the situation said a small hedge fund with connections to
satellite mogul Charlie Ergen engaged in the transaction.

As it happens, WSJ relates, citing Moody's Investors Service, Mr.
Ergen's Dish Network Corp. raised $1.9 billion in new debt this
week, with proceeds earmarked for "general corporate purposes" and
the "advanced funding of debt maturities over the coming years."

Dish declined to comment on the LightSquared deal, WSJ says.

The sources also told WSJ Mr. Icahn is no longer participating in
meetings between Mr. Falcone's advisers and LightSquared's
lenders.  The two sides met for most of the day Tuesday, but
didn't make much additional progress on a deal to rework
LightSquared's finances and keep the company out of bankruptcy,
one of the people said.

WSJ also reports several people familiar with the matter said
hedge-fund Sound Point Capital engaged in the transaction with Mr.
Icahn to unload his LightSquared position. But the people pointed
out that Sound Point is a small fund without the resources needed
to make the purchase itself.

Sound Point's founder, Steve Ketchum, is a former banker at Bank
of America Corp. and UBS AG who has a longstanding relationship
with Mr. Ergen, the people told WSJ.

                     About LightSquared Inc.

LightSquared Inc. -- http://www.lightsquared.com/-- is a company
that plans to develop a wholesale 4G LTE wireless broadband
communications network integrated with satellite coverage across
the United States.  But the plan hit a roadblock when the U.S.
military and others complained that the planned service would
disrupt global positioning system equipment.

                   Potential Bankruptcy Filing

In April 2012, Harbinger Capital Partners' Phil Falcone said he is
considering seeking bankruptcy protection for LightSquared Inc.

A bankruptcy filing is "one of the options I am considering," the
hedge fund manager said in an e-mail to Dow Jones, saying it's the
"best way" for him to maintain control of the company. "Spectrum
value does not decrease in bankruptcy," he said.


LODGENET INTERACTIVE: Mittleman Discloses 6.3% Equity Stake
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Mittleman Brothers, LLC, and its affiliates disclosed
that, as of April 27, 2012, they beneficially own 1,585,498 shares
of common stock of Lodgenet Interactive Corporation representing
6.3% based upon 25,347,609 shares of common stock of the Company
outstanding as of April 2, 2012.  A copy of the filing is
available for free at http://is.gd/rs63p5

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$388.41 million in total assets, $442.16 million in total
liabilities and a $53.75 million total stockholders' deficiency.

                           *     *     *

Lodgenet carries a 'B3' long term corporate family rating and a
'Caa1' probability of default rating, with 'stable' outlook, from
Moody's.  It has 'B' long term foreign and local issuer credit
ratings, with 'stable' outlook, from Standard & Poor's.

"In Moody's opinion, continued cautious investment from LodgeNet's
hotel customers will hamper intermediate term growth in its core
hospitality services business, and over the long term competing
forms of entertainment will pressure this revenue stream as the
company seeks to defend its relevance to both hotel operators and
hotel guests.  The B3 corporate family rating incorporates these
weak growth prospects, mitigated somewhat by the company's
moderately high financial risk profile and demonstrated capacity
to generate positive free cash flow throughout challenging
economic conditions, along with a measure of stability from the
monthly fees it receives from hotels regardless of occupancy,"
Moody's said in October 2010.


LYMAN LUMBER: Court OKs Hiring of Johnson to Prepare Tax Returns
----------------------------------------------------------------
Lyman Lumber Company sought and obtain permission from the U.S.
Bankruptcy Court to employ Johnson, Tibodeau, Bottin & Co., P.S.C.
to prepare federal and state tax returns for the year ending
Dec. 31, 2011.

Johnson would be engaged to prepare the Debtors' federal and state
tax returns, with a target completion date of Aug. 15,
2012.

For this service, the Debtors would pay Johnson $28,000, which
includes time spent for tax preparation services, plus costs. The
Debtors believe this amount represents a fair price for
preparation of multiple returns for numerous entities.

As the work progresses, Johnson may submit monthly invoices to the
Debtors.

Disputes over Johnson's services will be mediated by the American
Arbitration Association. Nevertheless, Johnson has agreed, as
reflected by the Unsworn Declaration of Brett R. Tibodeau, that
any dispute regarding services will be decided by the Bankruptcy
Court so long as it retains jurisdiction.

                       About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the turnaround consultant.  Conway
MacKenzie, Inc. is the panel's financial advisor.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.

At an October 2011 auction, SP Asset Management and two other
bidders lost to BlackEagle Partners.  BlackEagle acquired the
Debtors' Midwest operations, including its Chanhassen location,
Automated Building Components, Carpentry Contractors Corp., and
Lyman Lumber of Wisconsin.  BlackEagle paid roughly $23 million.
The transaction was effective Oct. 28, 2011.

BlackEagle Partners owns US LBM Holdings, a collection of eight
building products distributors serving the Midwest, Northeast, and
Mid-Atlantic in nine states with more than 40 locations.


LYMAN LUMBER: Hires Real Property Law Group as Real Estate Counsel
------------------------------------------------------------------
Lyman Lumber Company asks the U.S. Bankruptcy Court for permission
to employ Real Property Law Group as real estate counsel.

Real Property Law Group will advise the Debtors on Washington
foreclosure law and other local legal standards that will impact
the Debtors' treatment of their properties in Woodinville and
Longview, Washington under a plan of liquidation.

The Debtors may also call on Real Property Law Group to provide
other legal services with respect to sale or disposition of the
properties if such matters arise.  The Debtors estimate that the
engagement may require no more than several hours of work by the
Real Property Law Group, though that may increase depending on
developments with respect to the properties.

The firm's Kathleen J. Hopkins will lead the engagement.  Ms.
Hopkins' hourly rate is $350 and other professionals at her firm
also bill at $350 per hour.

Ms. Hopkins attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                       About Lyman Lumber

Lyman Lumber Company sells building supplies, such as framing
beams, roofing materials, siding and drywall to residential
builders.  The 113-year old company and several affiliates sought
Chapter 11 petition (Bankr. D. Minn. Lead Case No. 11-45190) on
Aug. 4, 2011.  Judge Dennis O'Brien presides over the cases.
Lyman Lumber estimated $50 million to $100 million in assets and
$100 million to $500 million in debts.  The petition was signed by
James E. Hurd, president and chief executive officer.

The affiliates that filed for Chapter 11 are: Lyman Holding
Company; Automated Building Components, Inc.; Building Material
Wholesalers; Carpentry Contractors Corp.; Construction Mortgage
Investors Co.; Lyman Development Co.; Lyman Lumber of Wisconsin,
Inc.; Lyman properties LLC; Mid-America Cedar, Inc.; Woodinville
Lumber, Inc.; and Woodinville Construction Services LLC.

Cynthia A. Moyer, Esq., Douglas W. Kassebaum, Esq., James L.
Baillie, Esq., and Sarah M. Gibbs, Esq., at Fredrikson &
Bryon, P.A., serve as bankruptcy counsel.  BGA Management, LLC
d/b/a Alliance Management, developed and executed a sale process
and marketing strategy for the Debtors' assets.

The Official Committee of Unsecured Creditors of Lyman Lumber
Company tapped Fafinsky, Mark & Johnson, P.A., as its counsel.
Alliance Management is the turnaround consultant.  Conway
MacKenzie, Inc. is the panel's financial advisor.

When they filed for bankruptcy, the Debtors had in hand a term
sheet with SP Asset Management, LLC, a unit of Steel Partners
Holdings L.P., to serve as stalking horse bidder for the assets of
the Debtors.  New York City-based Steel Partners is a diversified
holding company that owns and operates businesses in a variety of
industries.

At an October 2011 auction, SP Asset Management and two other
bidders lost to BlackEagle Partners.  BlackEagle acquired the
Debtors' Midwest operations, including its Chanhassen location,
Automated Building Components, Carpentry Contractors Corp., and
Lyman Lumber of Wisconsin.  BlackEagle paid roughly $23 million.
The transaction was effective Oct. 28, 2011.

BlackEagle Partners owns US LBM Holdings, a collection of eight
building products distributors serving the Midwest, Northeast, and
Mid-Atlantic in nine states with more than 40 locations.


MA BB OWEN: Unsecured Creditors to Share in $125,000 Sale Proceeds
------------------------------------------------------------------
MA BB Owen, LP, and affiliate MA-BBO FIVE, LP, filed a Second
Amended Disclosure Statement dated March 12, 2012.

The real estate properties of the Debtors were sold at an auction.
As a result, Hillcrest Bank and Heritage Bank were both paid the
amount of their secured claims from the sales proceeds.  Part of
the sale involved an agreement that the estate would receive
$125,000 from the sales proceeds.  This amount is being
distributed to the creditors pursuant to the Plan.

The classification and treatment of claims under the amended plan
are:

     A. Class 1 (Allowed Administrative Claims) will be paid in
        full by the Debtors the later of the Effective Date or
        within 10 days of becoming an Allowed Claim.  These
        claims are priority claims, including claims for Debtors'
        attorney's fees and U.S. Trustee's fees.

     B. Class 2 (Allowed General Unsecured Non-Insider Claims)
        will receive a pro-rata distribution from the funds on
        hand after the payment of the Allowed Class 1 Claims.

     C. Class 3 (Allowed General Unsecured Insider Claims) will
        receive no payment under the Plan.

     D. Class 4 (Equity Holders) will be retained on Confirmation.

A full-text copy of the second amended disclosure statement is
available for free at:

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

                         About MA BB Owen

MA BB Owen LP and MA-BBO Five LP are single-purpose entities
created by Marlin Atlantis, a Dallas, Texas-based commercial real
estate developer.  MA BB Owen purchased 1,115 acres of land in the
City of McKinney, Texas, using a $22.8 million loan from Hillcrest
Bank. MA-BBO Five acquired 592 acres of land adjacent to the
property utilizing an $11.07 million loan from Heritage bank.

MA-BBO Five and MA BB Owen filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Case Nos. 11-40644 and 11-40645) on
Feb. 28, 2011.  Joyce W. Lindauer, Esq., serves as bankruptcy
counsel.  MA BB estimated its assets at $10 million to $50
million.  MA-BBO Five estimated assets of up to $10 million and
liabilities of $50 million to $100 million.


MACROSOLVE INC: Incurs $705,000 Net Loss in First Quarter
---------------------------------------------------------
Macrosolve, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $705,030 on $853,081 of net revenues for the three months ended
March 31, 2012, compared with a net loss of $507,405 on $116,003
of net revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $2.58
million in total assets, $3.18 million in total liabilities and a
$598,195 total stockholders' deficit.

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

                        http://is.gd/MrtN19

                       About MacroSolve, Inc.

Tulsa, Okla.-based MacroSolve, Inc. (OTC BB: MCVE)
-- http://www.macrosolve.com/-- is a technology and services
company that develops mobile solutions for businesses and
government.  A mobile solution is typically the combination of
mobile handheld devices, wireless connectivity, and software that
streamlines business operations resulting in improved efficiencies
and cost savings.

The Company reported a net loss of $2.53 million in 2011, compared
with a net loss of $1.92 million during the prior year.

In its report on the Company's 2011 financial results, Hood Sutton
Robinson & Freeman CPAs, P.C., in Tulsa, Oklahoma, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency.


MAGNUM HUNTER: S&P Rates $450-Mil. Senior Unsecured Notes 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Houston, Texas-based Magnum Hunter Resources. The
outlook is positive.

"At the same time, we assigned our 'CCC+' issue rating to Magnum's
proposed $450 million senior unsecured notes due 2020. The
recovery rating is '5', indicating our expectation of modest (10%
to 30%) recovery in the event of a payment default," S&P said.

"We expect Magnum to use proceeds from the debt and equity
offerings to finance the acquisition of the Williston Basin
assets, as well as to refinance its existing debt," S&P said.

"The ratings on Magnum Hunter Resources Corp. (Magnum) reflect the
company's relatively small asset base and production levels,
moderate exposure to natural gas, high-cost structure, and
spending levels in excess of projected operating cash flows over
the next 12 months. The ratings also reflect the company's growing
exposure to higher-return crude oil production, and modest
geographic diversification among several resource plays," S&P
said.

"Standard & Poor's views Magnum's business profile as
'vulnerable.' The company's proved reserve base totals 59.3
million barrels of oil equivalents (boe) pro forma for its first-
quarter acquisitions and the pending Baytex acquisition we expect
to close later this month. This positions the company on the
smaller end of rated exploration and production (E&P) companies.
The company has moderate exposure to depressed natural gas prices,
with natural gas representing 42% of its pro forma reserves.
Magnum's cost structure is also elevated compared with its E&P
peers, especially given its exposure to natural gas. Cash
operating costs, including lease operating costs, recurring cash
general and administrative costs, and production taxes, totaled
$30.54 per boe as of Dec. 31, 2011. This results in weak
profitability under our 2012 price assumptions of $2 per mmBtu
natural gas and $85 per barrel of crude oil. Under those prices,
EBIT coverage of interest would be about 1.0x," S&P said.

"Despite these concerns, the company should reap the benefits of
its recent acquisitions and capital spending in its oil-rich plays
starting in 2012. Based on planned spending of $325 million and
Magnum's most recent acquisitions, the company could potentially
increase production by over 160% by Dec. 31, 2012 compared with
2011. The company's recurring cash operating expenses per boe
stood at about $20 in the first quarter of 2012, which is higher
than peers with a similar scale of operations. We expect costs per
unit to moderate in 2012 as a result of increased scale of
operations and probable improvement in well costs. Moreover,
Magnum's increasing exposure to oil (which should represent 55% of
production in 2012) and current pricing should yield better
profitability going forward," S&P said.

"Magnum's acreage positions in the Williston Basin (125,000 net
acres) and the Eagle Ford (24,000 net acres) and the relative low-
risk nature of resource play development should provide a solid
platform for reserve and production growth in the medium to long
term. The company's properties in the Marcellus (about 50% of the
company's pro forma reserves and primarily natural gas) add
further diversity to the company's operations, but we do not
expect them to meaningfully contribute to the company's near-term
growth. Indeed, Magnum has minimal capital spending there, given
the currently depressed natural gas prices," S&P said.

"We view Magnum's financial profile as 'highly leveraged.' We
expect total year-end 2012 debt to be about $690 million, pro
forma for the proposed $450 million notes offering, treatment of
Magnum's preferred stock as 50% debt, and expectation that the
company's capital spending will significantly exceed operating
cash flows, requiring Magnum to draw down on its revolver to fund
the deficits. Based on our 2012 price assumptions of $2 per mmbtu
natural gas and $85 per barrel WTI crude oil, we estimate 2012
EBITDA of $160 million and funds from operations (FFO) of $112
million. Resulting leverage and coverage measures are weak. Based
on these assumptions, we expect debt leverage to be about 4.3x and
FFO to debt to be about 15%. We do not anticipate further
acquisitions in 2012, although the company's has been very
acquisitive in the past and further activity on this front could
jeopardize any improvement in credit ratios," S&P said.


MARCO POLO: Seaarland Files Plan to Give Up Vessels
---------------------------------------------------
Marco Polo Seatrade BV and its debtor-affiliates filed a Chapter
11 liquidation plan in New York bankruptcy court after reaching a
global settlement with three lenders and the official committee of
unsecured creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports a hearing is scheduled June 5 for approval of the
explanatory disclosure statement.

According to the Bloomberg report, the plan calls for turning the
vessels over to secured lenders under a settlement agreement where
the lenders' deficiency claims won't participate in distributions
to unsecured creditors until other unsecured creditors have
received 5%.

Lisa Uhlman at Bankruptcy Law360 reports that the plan provides
for payment in full of all unclassified claims, including allowed
administrative expense claims, a debtor-in-possession financing
claim, a so-called cash collateral true-up claim and priority tax
claims, as well as other priority claims.

The primary secured lenders are Royal Bank of Scotland,
Norddeutsche Landesbank Girozentrale and Credit Agricole Corporate
& Investment Bank.

According to Bill Rochelle, it was agreed that the Credit Agricole
secured claim against three vessels is $93.5 million and that the
RBS secured claim against the other three is $124.8 million.

                         About Marco Polo

Marco Polo Seatrade B.V. operates an international commercial
vessel management company that specializes in providing commercial
and technical vessel management services to third parties.
Founded in 2005, the Company mainly operates under the name of
Seaarland Shipping Management and maintains corporate headquarters
in Amsterdam, the Netherlands.  The primary assets consist of six
tankers that are regularly employed in international trade, and
call upon ports worldwide.

Marco Polo and three affiliated entities filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-13634) on July 29,
2011.  The other affiliates are Seaarland Shipping Management
B.V.; Magellano Marine C.V.; and Cargoship Maritime B.V.

Marco Polo is the sole owner of Seaarland, which in turn is the
sole owner of Cargoship, and also holds a 5% stake in Magellano.
The remaining 95% stake in Magellano is owned by Amsterdam-based
Poule B.V., while another Amsterdam company, Falm International
Holding B.V. is the sole owner of Marco Polo.  Falm and Poule
didn't file bankruptcy petitions.

The filings were prompted after lender Credit Agricole Corporate
& Investment Bank seized one ship on July 21, 2011, and was on
the cusp of seizing two more on July 29.  The arrest of the
vessel was authorized by the U.K. Admiralty Court.  Credit
Agricole also attached a bank account with almost US$1.8 million
on July 29.  The Chapter 11 filing precluded the seizure of the
two other vessels.  The company started a lawsuit against the two
creditors in January 2012.

The cases are before Judge James M. Peck.  Evan D. Flaschen, Esq.,
Robert G. Burns, Esq., and Andrew J. Schoulder, Esq., at Bracewell
& Giuliani LLP, in New York, serve as the Debtors' bankruptcy
counsel.  Kurtzman Carson Consultants LLC serves as notice and
claims agent.

The petition noted that the Debtors' assets and debts are both
more than US$100 million and less than US$500 million.

Tracy Hope Davis, the United States Trustee for Region 2,
appointed three members to serve on the Official Committee of
Unsecured Creditors.  The Committee has retained Blank Rome LLP as
its attorney.

Creditor Credit Agricole Corporate and Investment Bank is
represented by Alfred E. Yudes, Jr., Esq., and Jane Freeberg
Sarma, Esq., at Watson, Farley & Williams (New York) LLP.

Gregory M. Petrick, Esq., Ingrid Bagby, Esq., and Sharon J.
Richardson, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, represents secured creditor and post-petition lender The
Royal bank of Scotland plc.


MCCLINTOCK DAIRY: US Trustee Wins More Time to Review Final Report
------------------------------------------------------------------
McClintock Dairy LLC and the United States Trustee for Region 4
agreed to further extend the time within which the U.S. Trustee
may file any objection or other responsive pleading that he may
have to the Debtor's Chapter 11 Final Report and Motion for Final
Decree, but have not agreed to extend the time within which any
creditor or any other party in interest may object to the Motion.
The Debtor and the U.S. Trustee have stipulated and agreed that
the U.S. Trustee may have up to and including May 18, 2012, to
file an objection or other responsive pleading to the Motion.

A copy of the Stipulation and Consent Order signed by Bankruptcy
Judge Paul Mannes on May 7 is available at http://is.gd/m6aCM6
from Leagle.com.

Based in Grantsville, Maryland, McClintock Dairy LLC and
McClintock Family Partnership filed Chapter 11 bankruptcy
petitions (Bankr. D. Md. Case Nos. 07-10077 and 07-10079) on
Jan. 3, 2007.  Judge Paul Mannes presides over the case.
McClintock Dairy and McClintock Family Partnership each estimated
$1 million to $100 million in both assets and debts.  J. Michael
Baggett, Esq., at McCann Garland Ridall & Burke, represents
McClintock.


MF GLOBAL: SIPA Trustee Wants Removal Deadline Extended to Aug. 27
------------------------------------------------------------------
James W. Giddens, the trustee for the liquidation of MF Global
Inc. under the Securities Investor Protection Act, asks Judge
Martin Glenn to extend to August 27, 2012, his time to remove
civil actions and causes of action involving MF Global Inc.

As of the Petition Date, MF Global Inc. was a party to various
civil actions pending in other courts and tribunals.  Pursuant to
Rule 9027(a)(2)(A) of the Federal Rules of Bankruptcy Procedure,
the SIPA Trustee has until May 29, 2012 to remove civil actions.

James B. Kodak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New
York, asserts that analysis of the Actions requires review of the
facts and the procedural posture of each individual Action, and
often must involve coordination with the separate counsel who
represented the Debtor in connection with the Actions.  An
extension of the Removal Period, in this complex SIPA
liquidation, will allow the SIPA Trustee to continue to evaluate
whether to seek to remove a certain number of the Actions from
state to federal court, and subsequently to transfer some or all
of those Actions to this district or the Court, he stresses.
Absent an extension of the Removal Period, the SIPA Trustee risks
making premature removal decisions or waiving these rights before
he has had an opportunity to complete an evaluation of these
issues, he tells the Court.

Mr. Kobak certified that no objection or other responsive filing
to the SIPA Trustee's Motion has been timely filed.

                          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: Insurers Have Go-Signal to Reimbursement Defense Costs
-----------------------------------------------------------------
Judge Martin Glenn signed on April 25, 2012, a formal order
lifting the automatic stay to permit payments of defense costs
under certain insurance policies, for reasons set forth in the
Court's April 10, 2012 memorandum opinion.

Specifically, MFG Assurance Company is authorized to make payments
under professional liability policies issued by it to MF Global
Holdings Ltd. for the period May 31, 2011 to May 31, 2012.  U.S.
Specialty Insurance Company is also authorized to make payments
under Directors, Officers, and Corporate Liability Insurance
Policy No. 14-MGU-11-A23947 and Fiduciary Liability Insurance
Policy No. 14-MGU-11-A23948, both issued for the period May 31,
2011 to May 31, 2012.

The aggregate payments permitted under the Policies will be
subject to a "soft cap" of $30 million, subject to further
adjustment either by agreement among the SIPA Trustee, the Chapter
11 Trustee, and the Insurers, or by further order of the Court.

Judge Glenn ruled that nothing in the order will prejudice the
current or future position of the SIPA Trustee, the Chapter 11
Trustee, or either Insurer, and the parties reserve all rights,
with respect to (i) the lifting or modifying of the "soft cap;"
(ii) the appropriateness of any obligation on the Insurers or
restriction on the operation of the Policies contemplated by the
order; or (iii) the appropriateness of any other obligation on
the Insurers or restriction on the operation of the Policies.

Likewise, nothing in the order will constitute a finding by the
Court that the proceeds of the Policies are or are not property
of the Debtors' estates, and the Court makes no finding as to the
applicability of the automatic stay to the Policies' proceeds,
Judge Glenn clarified.

Upon the advancement or payment of any defense costs pursuant to
the Policies, the Insurers will provide written notice to (a)
counsel for the Chapter 11 Trustee, (b) counsel for the SIPA
Trustee, and (c) counsel for the Official Committee of Unsecured
Creditors reporting (i) the total amount that has been advanced
or paid by the Insurers under the Policies during that reporting
period; (ii) the total amount advanced to date under each Policy;
and (iii) the remaining available limits under the Policies.  No
further disclosure relating to advances or payments under the
Policies will be required without further order of the Court,
with respect to which all parties reserve their rights.

Judge Glenn further ruled that nothing in the order will modify
the Consent Order Authorizing the Payment and Reimbursement of
Defense Costs by MFG Assurance Company Limited, except that the
Order will be in full effect in the Debtors' Chapter 11 cases.

                          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: Liquidation of Customers' Physical Assets Completed
--------------------------------------------------------------
James W. Giddens, the trustee for the liquidation of MF Global
Inc. under the Securities Investor Protection Act, said that as of
April 17, 2012, liquidation has been completed with respect to the
bulk transfer of certificates of title and warehouse receipts that
were held by MFGI for its commodities customers at the time of its
liquidation per the Court's Dec. 9, 2011 instructions.

The SIPA Trustee is finalizing the pro rata distributions in
accordance with the Third Bulk Transfer for affected customers
and expects to authorize these distributions without delay,
according to an April 17, 2012 update posted in the SIPA
Trustee's Web site.

In accordance with the Court's order, customers who sought a full
liquidation of their physical property will receive a pro rata
distribution (as cash only), which will incorporate the proceeds
from liquidation as a component of their account's value.  For
customers who specified only a partial liquidation of their
physical property, they will receive a distribution of their
remaining physical property and, potentially, additional cash up
to their pro rata distribution.

In a situation where distributing a customer's remaining physical
property would cause an over-distribution of their pro-rata
share, that customer will be required to post a deposit to cover
the difference, in which case the SIPA Trustee's counsel will be
contacting customers in such a situation directly to arrange for
posting the required deposit.

                          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)


MIDWEST FAMILY: Moody's Corrects April 30 Ratings Release
---------------------------------------------------------
Moody's Investors Service has issued a correction to the
April 30, 2012 ratings release on Midwest Family Housing LLC.

Moody's has placed the Baa3 Class I; Ba3 Class II; B3 Class III; &
B3 Class IV ratings on Midwest Family Housing LLC Military Housing
Taxable Revenue Bonds (Navy Midwest Housing Privatization Project)
2006 Series A under review for upgrade based on the 2011 audited
financial information for the project which shows improving
financial position for the project.

Rating Rationale

The rating action is warranted based on the 2011 financial audited
financial information for the project which shows an increased
asset to debt ratio for all classes of debt as well good occupancy
rates for the project.

STRENGTHS:

- Strong financial performance, demonstrated by audited financial
for fiscal year 2011, provides sufficient margins of protection
against adverse economic conditions.

- Funds in the Construction Fund are available to pay debt
service through the end of IDP.

- Experienced ownership and management team.

CHALLENGES:

- The deterioration of the credit quality of the debt service
reserve fund.

- Construction completion is highly dependent on the sale of
several parcels of land.

WHAT COULD CHANGE THE RATING UP

- Continued improvement of the debt service coverage ratio

WHAT COULD CHANGE THE RATING DOWN

- Significant decline in BAH or occupancy levels that results in
a decline in debt service coverage

PRINCIPAL METHODOLOGY USED

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


MOMENTIVE PERFORMANCE: Widens Q1 Net Loss to $65 Million
--------------------------------------------------------
Momentive Performance Materials Inc. reported a net loss of
$65 million on $593 million of net sales for the fiscal three-
month period ended March 31, 2012, compared with a net loss of
$3 million on $660 million of net sales for the fiscal three-month
period ended April 3, 2011.

The Company's balance sheet at March 31, 2012, showed
$3.07 billion in total assets, $3.90 billion in total liabilities,
and a $832 million total deficit.

"While we experienced lower volumes and Adjusted EBITDA in the
first quarter of 2012 compared to the prior year, our sequential
quarterly improvement demonstrates the beginning of a rebound from
the lows of the fourth quarter," said Craig O. Morrison, Chairman,
President and CEO.  "Our first quarter 2012 results reflected a
shift in product mix as we continued to experience softer demand
for higher-margin products in the Asia Pacific region, as well as
declines in our quartz earnings."

"As previously disclosed, we continued to see sequential
improvement in our average daily order rate for our silicone
products through March 2012 versus year-end 2011 levels," Morrison
said.  "We believe that over time we will return to margins more
in line with our historical results and that we are well-
positioned for the long-term as we take actions to align our
business for a gradual recovery that is expected to occur in
2012."

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

                        http://is.gd/0NaZMM

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was $42
million.

                           *     *     *

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.

"The impact of softening demand and high raw material prices has
disrupted the trajectory of improving fundamentals, and will
result in an acceleration of cost reduction activities," stated
John Rogers, Senior Vice President at Moody's, in November 2011,
when Moody's affirmed the ratings.

Moody's said, the B3 CFR continues to be constrained by MPM's
elevated leverage and weak credit metrics, which outweigh its
strong business profile and improved maturity schedule.  As a
result of the softening demand and high raw materials prices, the
2011 operating performance will underperform that of 2010 and will
challenge credit metrics more than previously expected.

MPM's good liquidity is supported by the company's cash balance of
$250 million and the expectation for positive free cash flow
generation over the next four quarters.  Maturities of long term
debt will become a greater concern by the end of 2012; maturities
are $215 million in 2013, $300 million in 2014, and $840 million
in 2015.


MOMENTIVE SPECIALTY: Swings to $16 Million Net Loss in Q1
---------------------------------------------------------
Momentive Specialty Chemicals Inc. reported a net loss of
$16 million on $1.23 billion of net sales for the three months
ended March 31, 2012, compared with net income of $63 million on
$1.29 billion of net sales for the same period during the prior
year.

The Company's balance sheet at March 31, 2012, showed
$3.25 billion in total assets, $5 billion in total liabilities and
a $1.75 billion total deficit.

"While we experienced lower volumes in the first quarter of 2012
compared to the prior year period, we were encouraged by
improvement in our base epoxy resins and North American forest
products resins businesses demonstrating the diversity of our
product portfolio and the benefit of previous cost reductions,"
said Craig O. Morrison, Chairman, president and CEO.  "In the
first quarter of 2012, we also achieved $7 million in savings
under the shared services agreement with Momentive Performance
Materials Inc. (MPM).  Through March 31, 2012, we have realized
approximately $51 million in synergy savings on a run-rate basis
since the program began in late 2010."

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

                        http://is.gd/oCxLZz

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported net income of $118 million on $5.20
billion of net sales in 2011, compared with net income of $214
million on $4.59 billion of net sales in 2010.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


NEWPAGE CORP: Creditors Seek Right to Sue Secured Lenders
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the unsecured creditors' committee for NewPage Corp.,
who the papermaker says are "hopelessly out of the money,"
requested permission from the bankruptcy judge in Delaware to sue
secured lenders.  The official committee contends that the lenders
financed an acquisition in 2007 and a refinancing two years later
that included fraudulent transfers.

According to the report, in papers filed last week, the committee
said that the debt-financed acquisition of the North American
division of Stora Enso Oyj was a fraudulent transfer because the
assets were pledged to secured lenders to raise cash for the
transaction. NewPage and its owners put no equity into the
acquisition, the committee said.  Two years later, when NewPage
couldn't carry the debt load, the committee says the company "took
on even more expensive replacement" debt.  As a result, the
committee argues it should be allowed to file a lawsuit to knock
out the secured status of lenders providing the first-lien,
second-lien and revolving credits.

There will be a hearing in bankruptcy court on May 17 where the
bankruptcy judge will decide if the committee can sue.  In return
for financing to support the Chapter 11 case, the company is
barred from suing, the committee said.

The acquisition of the Stora Enso business was financed with a
"crippling amount of new debt," the committee said.  To justify
the transaction, the committee says NewPage created unrealistic
projections and predicted impossible-to-achieve synergies.

                        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.


NEW HORIZON: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: New Horizon Child Development Center Inc.
        5664 Silver Hill Rd
        Forestville, MD 20747

Bankruptcy Case No.: 12-18608

Chapter 11 Petition Date: May 7, 2012

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Anu Kmt, Esq.
                  KEMET & HUNT PLLC
                  4920 Niagara Road, Suite 206
                  College Park, MD 20740
                  Tel: (301) 982-0888
                  Fax: (301) 982-0889
                  E-mail: admin@kemethuntlaw.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 21 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mdb12-18608.pdf

The petition was signed by Glenda Burch, president BOD.


NORTEL NETWORKS: UK Pension Regulators Bring Case to Supreme Court
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.K. pension regulators for a European branch of
Nortel Networks Inc. are asking the U.S. Supreme Court to allow
them to appeal an opinion by the U.S. Court of Appeals in
Philadelphia.

The report recounts that in December, the appeals court blocked
the foreign regulators from deciding whether the communication
equipment provider owes $3.1 billion on underfunded pension plans.
With Nortel undergoing bankruptcy reorganization in both the U.S.
and Canada, the trustee for Nortel's U.K. pension plan filed a
claim in the U.S. bankruptcy court saying the company may be
liable for as much as $3.1 billion in underfunding.  Later, the
pension trustee began proceedings in the U.K. that could have
resulted in orders requiring further contributions to the pension
plan.  Nortel won when the bankruptcy judge halted the U.K.
proceedings for being in violation of Section 362 of the U.S.
Bankruptcy Code, which automatically halts actions by creditors
outside bankruptcy court.  The U.K. pension administrators lost
again on appeal to the district court and scored a third loss on
Dec. 29 in the Court of Appeals.

According to the report, the Court of Appeals concluded that the
U.K. pension proceedings didn't fit within the exception to the
automatic stay that allows governmental police or regulatory
actions to go forward regardless of bankruptcy.  The appeals court
also ruled that neither the pension trustee nor the U.K. Board of
the Pension Protection Fund was a "governmental unit" and thus
couldn't take advantage of the police and regulatory exception.

The report relates that in papers filed in April with the Supreme
Court, the U.K. pension trustees contended that the appeals court
erred by finding that the police power exemption applies more
narrowly to foreign authorities. The U.K. regulators said that
they should be permitted to determine the amount of liability
owing by a U.S. company in bankruptcy.

Nortel is entitled to file papers by May 24 opposing an appeal to
the Supreme Court.  Whether the high court allows or denies an
appeal may not be known until October, when the court reconvenes
following the summer recess, according to Mr. Rochelle.

The case in the Supreme Court is Trustees of Nortel Networks U.K.
Pension Plan v. Nortel Networks Inc., 11-1271, U.S. Supreme Court.
The opinion in the circuit court is Trustees of Nortel Networks
U.K. Pension Plan v. Nortel Networks Inc. (In re Nortel Networks
Inc.), 11-1895, U.S. Court of Appeals for the Third Circuit
(Philadelphia). The ruling by the district judge is Trustees of
Nortel Networks U.K. Pension Plan v. Nortel Networks Inc. (In re
Nortel Networks Inc.), 10-230, U.S. District Court, District of
Delaware. The opinion by the magistrate judge is Trustees of
Nortel Networks U.K. Pension Plan v. Nortel Networks Inc. (In re
Nortel Networks Inc.), 10-230, in the same court.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTEL NETWORKS: Wants Settlement With Employees Approved
---------------------------------------------------------
BankruptcyData.com reports that Nortel Networks filed with the
U.S. Bankruptcy Court a motion to authorize and approve procedures
to resolve or otherwise settle claims of employees terminated
post-petition.

According to the Debtors, "The Settlement Procedures are intended
to minimize the costs associated with formal claims objections and
the drafting, filing and noticing of individual settlements under
Rule 9019 where the Debtors and the relevant claimant agree to a
claim amount, while preserving all parties' rights where consensus
is not possible."

According the filing, of the claims filed against the Debtors,
over 4,000 have been filed by current or former employees of the
Debtors.

The Court scheduled a May 24, 2012 hearing to consider the motion.

                       About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


NORTEL NETWORKS: UK Pension Dispute Could End Up in US Top Court
----------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that the trustee of Nortel Networks Inc.'s U.K. pension plan is
trying to take a long-running dispute over the plan's $3.1 billion
shortfall to the next level: the U.S. Supreme Court.

About Nortel Networks

Nortel Networks (OTC BB: NRTLQ) -- http://www.nortel.com/-- was
once North America's largest communications equipment provider.
It has sold most of the businesses while in bankruptcy.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the
U.S. by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary
Caloway,Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll &
Rooney PC, in Wilmington, Delaware, serves as the Chapter 15
petitioner's counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions (Bankr. D. Del. Case No. 09-10138) on Jan. 14, 2009.
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Office of the United States Trustee for the District of
Delaware has appointed an Official Committee of Unsecured
Creditors in respect of the Debtors, and an ad hoc group of
bondholders has been organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

The Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  On May 28, 2009, at the request
of the Administrators, the Commercial Court of Versailles, France
ordered the commencement of secondary proceedings in respect of
Nortel Networks S.A.  On June 8, 2009, Nortel Networks UK Limited
filed petitions in this Court for recognition of the English
Proceedings as foreign main proceedings under chapter 15 of the
Bankruptcy Code.

Nortel has collected almost $9 billion for distribution to
creditors. Of the total, US$4.5 billion came from the sale of
Nortel's patent portfolio to Rockstar Bidco, a consortium
consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM
Ericsson, Microsoft Corp., Research In Motion Limited, and Sony
Corporation.  The consortium defeated a $900 million stalking
horse bid by Google Inc. at an auction.  The deal closed in July
2011.

Nortel Networks has filed a proposed plan of liquidation in the
U.S. Bankruptcy Court.  The Plan generally provides for full
payment on secured claims with other distributions going in
accordance with the priorities in bankruptcy law.


OLDE PRAIRIE: Court Dismisses Case, Lifts Automatic Stay
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
dismissed the Chapter 11 case of Olde Prairie Block Owner, LLC.

The Court also granted Centerpoint Properties Trust's motion to
lift automatic stay to permit CenterPoint's state-court
foreclosure action to proceed.

                  About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, owns two parcels of real estate:
(a) a parcel known as the "Olde Prairie Property" located at 230
E. Cermak Road in Chicago, and (b) a parcel known as the "Lakeside
Property" located across the street at 330 E. Cermak Road in
Chicago.  It also holds a long-term lease with the Metropolitan
Pier and Exposition Authority that allows it rent-free use of 450
parking spaces at the McCormick Place parking garage until the
year 2203.

Olde Prairie Block Owner sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  John Ruskusky, Esq.,
George R. Mesires, Esq., and Patrick F. Ross, Esq., at Ungaretti &
Harris LLP, in Chicago, represent the Debtor as counsel.  Wildman,
Harrold, Allen & Dixon LLP, and Marcus, Clegg &  Mistretta, P.A.,
serve as special counsels to the Debtor.

The Debtor estimated assets at $100 million to $500 million and
liabilities at $10 million to $50 million at the time of the
filing.

The Court previously found that the total value of the Real
Properties and the Parking Lease was $81,150,000, far more than
the $48,000,000 that CenterPoint claims to be owed by the Debtor.
No trustee, examiner, or committee has been appointed in this
case.


OLSEN AGRICULTURAL: Files Amended Schedules of Assets & Debts
-------------------------------------------------------------
Olsen Agricultural Enterprises LLC filed with the U.S. Bankruptcy
Court District for the District of Oregon its amended schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $32,449,384
  B. Personal Property            $9,566,274
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $32,277,492
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $162,663
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,246,127
                                 -----------      -----------
        TOTAL                    $42,015,658      $35,686,282

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

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

               About Olsen Agricultural Enterprises

Based in Monmouth, Oregon, Olsen Agricultural Enterprises LLC is
the surviving entity of a merger transaction that was consummated
on June 1, 2011.  In the merger transaction, Olsen Agricultural
Company, Inc., an Oregon corporation, Jenks-Olsen Land Co., an
Oregon general partnership, Olsen Vineyard Company, LLC, an Oregon
limited liability company and The Olsen Farms Family Limited
Partnership were merged with and into Olsen Agricultural
Enterprises.

Olsen Agricultural Enterprises filed for Chapter 11 bankrutpcy
(Bankr. D. Ore. Case No. 11-62723) on June 1, 2011.  Judge Frank
R. Alley III presides over the case.  Clyde A. Hamstreet &
Associates, LLC, serves as the Debtor's restructuring consultant
and financial advisor.  The petition was signed by Robin G. Olsen,
operations director.

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


PEMCO WORLD: Hires PricewaterhouseCoopers as Tax Consultants
------------------------------------------------------------
Pemco World Air Services, Inc., et al., seek permission from the
Bankruptcy Court to employ PricewaterhouseCoopers LLP for purposes
of providing tax consulting services and tax compliance services.

Pursuant to the Tax Consulting Letter, PwC will:

   * calculate tax basis of Pemco World Air Services, Inc.'s
     balance sheet in its 80% or more owned U.S. subsidiaries as
     of Dec. 31, 2011, for U.S. Federal tax purposes;

   * provide advice, answers to questions, or opinions on tax
     planning or reporting matters, including research,
     discussions, preparation of memoranda, and attend meetings
     relating to those matters, as mutually determined to be
     necessary.

Pursuant to the terms of the Tax Compliance Letter, PwC will:

  -- prepare U.S. Corporation Income Tax Return, Form 1120, for
     the Debtors for the tax year beginning Jan. 1, 2011, through
     Dec. 31, 2011, and any schedules or statements required
     thereunder;

  -- prepare required state corporate income tax returns for the
     tax year beginning Jan. 1, 2011, through Dec. 31, 2011, and
     any schedules or statements required thereunder; and

  -- complete Schedule UTP, if applicable.

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

Pursuant to the Tax Consulting Letter, PwC will seek compensation
at these hourly rates:

           Professional Level         Hourly Rate
           ------------------         -----------
           Partner                     $615-$645
           Director                    $390-$420
           Manager                     $295-$325
           Senior Associate            $225-$245
           Associate                   $145-$165

PwC will also seek reimbursement for necessary and reasonable out-
of-pocket expenses incurred, which will include, but are not
limited to, travel, lodging, meals, photocopying, delivery
service, postage, vendor charges.

Pursuant to the terms and conditions of the Tax Compliance Letter,
PwC will seek compensation on a fixed fee basis.  The fixed fee
for those services is estimated to be $27,500 for the 2011 tax
year.

PwC was paid $10,000 by the Debtors in the 90-day period prior to
the Petition Date.

                  About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012, with a $37.8 million DIP financing
and a "stalking horse" bid from an affiliate of its current owner,
Sun Aviation Services, LLC.

Young Conaway Stargatt & Taylor, LLP has been tapped as general
bankruptcy counsel; Kirkland & Ellis LLP as special counsel for
tax and employee benefits issues; AlixPartners, LLP as financial
advisor; Bayshore Partners, LLC as investment banker; and Epiq
Bankruptcy Solutions LLC as notice and claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.


PEMCO WORLD: Committee Taps Deloitte as Financial Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Pemco World Air
Services, Inc., et al., seeks permission from the Bankruptcy Court
to retain Deloitte Financial Advisory Services LLP as its
financial advisor.  Deloitte will, among other things:

   (a) assist and advise the Committee in connection with its
       identification, development, and implementation of
       strategies related to the Debtors' business plan and other
       matters, as agreed, relating to the restructuring of the
       Debtors' business operations;

   (b) assist the Committee in understanding the business and
       financial impact of various operational, financial, and
       strategic restructuring alternatives on the Debtors;

   (c) assist the Committee in its analysis of the Debtors'
       financial restructuring process, including its review of
       the Debtors' development of plans of reorganization and
       related disclosure statements; and

   (d) advise the Committee as it assesses the Debtors' executory
       contracts, including assumption versus rejection
       considerations.

To the best of the Committee's knowledge, Deloitte does not have
any connection with the Debtors, their significant creditors, or
any other party-in-interest.

The professional fees of Deloitte will be based upon an hourly
billing rate of $420 per hour for all staff.  Paraprofessionals
will be billed at the hourly rate of $125.  In addition, Deloitte
will seek reimbursement of actual, necessary and reasonable
expenses, including travel, report production, delivery services,
and other costs incurred in providing the services.

                   About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012, with a $37.8 million DIP financing
and a "stalking horse" bid from an affiliate of its current owner,
Sun Aviation Services, LLC.

Young Conaway Stargatt & Taylor, LLP has been tapped as general
bankruptcy counsel; Kirkland & Ellis LLP as special counsel for
tax and employee benefits issues; AlixPartners, LLP as financial
advisor; Bayshore Partners, LLC as investment banker; and Epiq
Bankruptcy Solutions LLC as notice and claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.


PILGRIM'S PRIDE: Ex-Employee's Appeal Filed in Bad Faith
--------------------------------------------------------
Bankruptcy Judge D. Michael Lynn advised the District Court that
the appeal taken by Bubune Kofi Attipoe from the Bankruptcy
Court's order granting Pilgrim's Pride Corporation's motion for
summary judgment with regard to Mr. Attipoe's proof of claim was
filed in bad faith.

Judge Lynn said Mr. Attipoe had failed to maintain a prima facie
case of employment discrimination against Pilgrim's Pride, et al.,
and Pilgrim's Pride, et al., were entitled to judgment as a matter
of law pursuant to Federal Rule of Civil Procedure 56, as made
applicable in bankruptcy courts by Federal Rule of Bankruptcy
Procedure 7056.  The judge also noted Mr. Attipoe failed to
respond to the motion for summary judgment on his claim filed by
Pilgrim's Pride, et al., though he did appear pro se at a hearing
held by the bankruptcy court on May 26, 2011.  Mr. Attipoe also
failed to file a statement of issues on appeal.  There is no basis
for the bankruptcy court to determine that Mr. Attipoe has a non-
frivolous, colorable legal argument on appeal.  The bankruptcy
court therefore determines that the appeal is not taken in "good
faith" under 28 U.S.C. section 1915(a)(3), Judge Lynn explained.

Judge Terry R. Means of the District Court for the Northern
District of Texas had asked the Bankruptcy Court, pursuant to an
Order Transmitting Application to Bankruptcy Court for Decision,
to determine whether the appeal was taken in good faith.  The
District Court directed the Bankruptcy Court to make the
determination as Mr. Attipoe has applied to proceed in forma
pauperis with his appeal, but may not do so "if the [bankruptcy
court] certifies in writing that [the appeal] is not taken in good
faith."

The appellate case is Bubune Kofi Attipoe, v. Pilgrim's Pride
Corporation, Civil Action No. 4:12-CV-079-Y (Bankr. N.D. Tex.).  A
copy of Judge Lynn's May 4, 2012 Memorandum Order is available at
http://is.gd/iAi3Yufrom Leagle.com.

                       About Pilgrim's Pride

Pilgrim's Pride Corporation -- http://www.pilgrimspride.com/-- is
one of the largest chicken companies in the United States, Mexico
and Puerto Rico.  The Company's fresh chicken retail line is sold
throughout the US, throughout Puerto Rico, and in the northern and
central regions of Mexico.  The Company exports commodity chicken
products to 90 countries.  The Company operates feed mills,
hatcheries, processing plants and distribution centers in 15 U.S.
states, Puerto Rico and Mexico.

Pilgrim's Pride and six of its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Lead Case No. 08-45664) on Dec. 1, 2008.  The
Company's subsidiaries in Mexico and certain subsidiaries in the
United States were not included in the filing and operated outside
of the Chapter 11 process.

Attorneys at Weil, Gotshal & Manges LLP served as bankruptcy
counsel.  Lazard Freres & Co., LLC, was the Company's investment
bankers.  Kurtzman Carson Consulting LLC served as claims and
notice agent.  Kelly Hart and Brown Rudnick represented the
official equity committee.  Attorneys at Andrews Kurth LLP
represented the official committee of unsecured creditors.

On Dec. 10, 2009, the Bankruptcy Court confirmed the Joint Plan of
Reorganization filed by the Debtors.  The Plan was premised on the
sale of the business to JBS SA.  Under the Plan, creditors are
paid in full.  Existing owners retained 34% of the equity.  The
Company emerged from Chapter 11 on Dec. 28, 2009.

                           *     *     *

Pilgrim's Pride carries 'B2' corporate family and probability of
default ratings from Moody's Investors Service.

Moody's said in December 2011, that Pilgrim's B2 CFR reflects its
concentration in the highly competitive U.S. chicken industry that
is currently under severe stress due to domestic oversupply and
high feed costs. Pilgrim's credit profile is further weakened by
high leverage, negative free cash flow and eroding liquidity
cushion. The ratings are supported by the company's position as
one the world's largest producers of poultry and the implied and
formal support of JBS S.A., the parent company of JBS USA
Holdings, Pilgrim's majority stockholder and parent company of JBS
USA LLC (B1, Stable).


PINNACLE AIRLINES: To Lay Off 900 Ground Service Workers
--------------------------------------------------------
Wayne Risher at The Commercial Appeal reports Pinnacle Airlines
Corp. said it's ditching a 900-employee division that provides
professional ground-handling services to 16 airlines at 11
American airports.  Nearly 400 workers in Memphis, 330 part-time
and 68 full-time, including 10 managers, will be affected.

According to the report, the company has notified PinnPro
Professional Ground Services workers that it would wind down
the operation by September as part of bankruptcy-related
restructuring.  While the company previously said its overall
downsizing would result in furloughs of about 450 pilots, this is
the bankruptcy's biggest impact so far on the airline's home city,
the report notes.

The report also notes PinnPro services include customer handling
and check-in, baggage handling, aircraft cleaning, facility
cleaning, skycap and wheelchair services.

The report relates the move isn't expected to affect Pinnacle's
feeder flights for Delta Air Lines at Memphis International
Airport, said Airport Authority president and CEO and Greater
Memphis Chamber chairman Larry Cox.

"We are discontinuing unprofitable units as part of the
reorganization plan and refocusing on our core business of
flying," the report quotes the Company as stating.  Pinnacle said
it was working with employees on options including placement with
new vendors.

The report says the United Steelworkers union, which represents
PinnPro employees, said it will push for a fair deal for departing
employees.  "The USW is outraged that more than 800 hardworking
men and women will be losing their jobs as a result of Pinnacle
management's mistakes," the report quotes the union as saying.

The report notes the restructuring would eliminate about 33% of
Pinnacle's flights.

                      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.


PITTSBURGH CORNING: Insurers Renew Objection to Ch. 11 Exit Plan
----------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that two insurance
companies on Monday renewed their opposition to a Pittsburgh
Corning Corp.'s Chapter 11 exit plan and its proposal for dealing
with asbestos liabilities, asserting that they would be
substantially harmed by the measure.

Responding to an April 16 court directive, Mt. McKinley Insurance
Co. and Everest Reinsurance Co. lodged a brief delineating the
injuries they would suffer as a result of the establishment of an
asbestos liability trust proposed as part of the Chapter 11 plan
to resolve those claims, Law360 relates.

                      About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte & Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning
Corp., a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.  According to the
report, a hearing to consider the new plan is scheduled for
June 21.


PJ FINANCE: Apartment Owner Sets Chapter 11 Exit Friday
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that PJ Finance Co. LLC intends to emerge from
reorganization May 11 after the bankruptcy judge in Delaware
signed a confirmation order May 8 approving the Chapter 11 plan.
The existing owners of the property were sponsors of the plan,
joined by Gaia Real Estate Investments LLC and Starwood Capital
Group LLC. They are infusing $22.5 million in new capital.
The owners won the right to sponsor the plan as the result of a
re-opened auction.

According to the report, the auction by itself improved the
recovery going to senior secured lenders by $120 million, the
disclosure statement showed.  On their $480 million in claims,
secured lenders are slated to recover from 95.7 percent to full
payment, compared with a maximum 78 percent under the prior plan,
according to the disclosure statement.  General unsecured
creditors owed $6.5 million are being paid in full.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

On Jan. 26, 2012, the Bankruptcy Court approved the First Amended
Disclosure Statement explaining P.J. Finance Company, LLC, et al.,
and the Official Committee of Unsecured Creditors' First Amended
Joint Plan of Reorganization, dated Jan. 25, 2012.


PROTEONOMIX INC: Amends 6.9-Mil. Shares Offering Prospectus
-----------------------------------------------------------
Proteonomix, Inc., filed with the U.S. Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the public offering of up to 6,945,225 shares of the Company's
common stock, par value $0.001 per share, for sale by certain of
our stockholders identified in this prospectus for their own
accounts.  These shares include up to: (i) an aggregate of
4,071,339 shares of common stock issuable upon conversion of our
Series E Convertible Preferred Stock; and (ii) an aggregate of
2,873,886 shares of common stock issuable upon the exercise of
certain warrants.  The Company will pay the expenses of
registering these shares.

The Company's common stock is quoted on the Over-the-Counter
Bulletin Board under the symbol "PROT."  On May 7, 2012, the
closing sales price for the common stock on the OTCBB was $1.02
per share.

The Company amended the registration statement to delay its
effective date until the Company will file a further amendment
that specifically states that this registration statement will
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration
statement will become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.

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

                        http://is.gd/uEbJ4G

                        About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$1.38 million in 2011, compared with a net loss applicable to
common shares of $3.47 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.34 million
in total assets, $7.03 million in total liabilities, and a
$3.69 million total stockholders' deficit.

For the year ended Dec. 31, 2011, KBL, LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has sustained significant operating losses and is currently in
default of its debt instrument and needs to obtain additional
financing or restructure its current obligations.


PROVIDENT ROYALTIES: Creditor Fights Trustee's $31MM Clawback Suit
------------------------------------------------------------------
Jeremy Heallen at Bankruptcy Law360 reports that a creditor and
former contractor of defunct Provident Royalties LLC told a Texas
bankruptcy judge Thursday that a court-appointed trustee was using
a $30.8 million fraud countersuit to attempt to intimidate the
creditor, an oil and gas title services provider, into dropping a
$6 million lawsuit.

According to Law360, the trustee's $30.8 million clawback suit
alleges that PFM LLC was "more than happy" to take millions in
"fraudulent transfers" from Provident for substandard work. But
PFM said in a motion to dismiss that the claims were "chicanery"
designed.

                        About Provident Royalties

Based in Dallas, Texas, Provident Royalties LLC owned working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 (Bankr. N.D.
Tex. Case No. 09-33886) on June 22, 2009.  Judge Harlin DeWayne
Hale presides over the case.  Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent.  The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.

On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint with the District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme.  On July 2, 2009, the
District Court appointed Dennis L. Roossien, Jr., at Munsch Hardt
Kopf & Harr P.C. in Dallas, Texas, as receiver for the Debtors.
On July 20, 2009, the Bankruptcy Court named Mr. Roossien, Jr., as
the Debtors' Chapter 11 trustee.

Mr. Roossien, Jr., hired Patton Boggs, LLP, as his special
counsel.  Patton Boggs, LLP, was Debtors' counsel before the
appointment of Mr. Roossien, Jr., as Chapter 11 trustee.  Mr.
Roossien, Jr., also selected Munsch Hardt Koph & Harr, P.C., as
counsel.  Gardere, Wynne, Sewell, LLP represents the official
committee of unsecured creditors.  Rochelle McCullough, LLP
represents the official investors committee.

The Company, in its petition, estimated between $100 million and
$500 million each in assets and debts.

As reported in the Troubled Company Reporter on June 21, 2010, the
Chapter 11 Trustee, the official committee of unsecured creditors
and the official investors committee for Provident Royalties LLC
and its affiliates obtained confirmation of their plan of
liquidation.  The Plan provides 100% return to all creditors
on their claims with interest, and creates a liquidating trust to
pursue claims against third parties for the benefit of holders of
preferred stock interests.


PRWIRELESS INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Guaynabo, Puerto Rico-based PRWireless Inc (d/b/a Open Mobile) to
negative from stable. "We also affirmed our ratings on the
company, including the 'B' corporate credit rating and the 'B'
issue rating on $199 million of outstanding secured credit
facilities. The '3' recovery rating on the secured debt remains
unchanged and indicates expectations for meaningful (50%-70%)
recovery of principal in the event of payment default," S&P said.

"The outlook revision reflects our belief that PRWireless may be
under pressure to remain compliant with the consolidated leverage
ratio covenant in the current credit agreement as that tightens in
the second quarter of 2012," said Standard & Poor's credit analyst
Richard Siderman. "However, we do note that the company is
currently in discussions to amend the credit agreement, which
could result in relaxation of the problematic leverage covenant."

"The negative outlook also cites our expectation that the company
will actively target higher priced, datacentric customers," added
Mr. Siderman, "and that the related customer acquisition costs
could temporarily depress EBITDA and result in leverage not
supportive of the rating, given our view of a 'vulnerable'
business risk profile."

"The negative outlook incorporates two paths that could each lead
to a potential downgrade. PRWireless could be challenged to remain
in compliance with the leverage covenant in its secured credit
agreement as it tightens in the second quarter of 2012 unless
current discussions with banks to amend the credit facility result
in sufficient relaxation of that covenant.  Second, we expect the
company to exploit its increasing 4G availability by more actively
marketing higher ARPU, data-centric service plans.  However, the
related higher subscriber acquisition costs, coupled with
declining USF payments, could pressure EBITDA and result in debt
leverage (including our analytical adjustments) in the low to mid-
5x range, which would not be supportive of the rating given our
view of a vulnerable business risk.  We would consider a stable
outlook if the problematic covenant issue were adequately
addressed and if operating performance indicated that the company
would be able to maintain debt leverage (including our adjustments
for operating leases and preferred securities) in the mid 4x
area," S&P said.


RANCHER ENERGY: Court OKs Borgers & Cutler as Accountants
---------------------------------------------------------
Rancher Energy Corp. sought and obtained approval from the U.S.
Bankruptcy Court to employ Borgers & Cutler CPA PLLC as
accountants.

The Debtor said its current accounting professionals, Hein &
Associates, while experienced and knowledgeable, are no longer
necessary, except for the preparation of 2011 tax returns.

The Debtor also said it is trying to minimize its costs and
utilize professionals whose services are more cost effective for
the level of professional assistance needed.

Borgers will:

   a. provide services pursuant to the Debtor's needs, desires and
      requests in connection with the Debtor's finances, books and
      records;

   b. prepare accounting and financial reports and records;

   c. perform audits of financial statements and records for
      Dec. 31, 2011 Form 10Q and for the year ending March 31,
      2012; and

   d. provide any other accounting tasks requested by the Debtor.

Borgers has advised the Debtor they will charge the bankruptcy
estate for his services, based on the hourly rate of $200 per hour
for Partners, $150 per hour for Staff Accountants and $75 per hour
for Administrative and Support Staff.  Expenses will be charged to
the Debtor plus an 8% administrative expense.  Borgers estimates
their costs to be between $15,000 and $20,000.

Borgers attests that it is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                      About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by Michael J. Guyerson, Esq. and
Christian C. Onsager, Esq., at Onsager, Staelin & Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for $20 million cash plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.


REITTER CORP: Disclosure Statement Hearing on June 19
-----------------------------------------------------
Reitter Corporation, dba Hospital San Gerardo, filed a Second
Amended Chapter 11 Plan and a First Amended Disclosure Statement
dated March 27, 2012.

The disclosure statement hearing is set for June 19, 2012, at
10:30 a.m.

The Plan will prevent the loss of over 300 direct and indirect
jobs, and will result in the creation of additional direct and
indirect jobs while it will enable the Debtor to continue
providing healthcare services as successfully as in the past.
The Plan's projected growth includes an increase in jobs as well
as beds.

Under the Second Amended Plan, the Debtor intends to make these
payments to creditors:

     1. Payment of all administrative expenses on the later of
        the Effective Date and the date the Administrative Claims
        become allowed.

     2. Secured Creditor Banco Popular Puerto Rico (BPPR) will be
        paid by Debtor and its claim treated pursuant to a Plan
        Settlement.

     3. Priority Secured Creditor will be paid by Debtor in
        full within 37 months from the Effective Date, plus
        the statutory interest rate.

     4. Payment of 100% of all allowed priority tax claims in
        monthly payments to be made within the sixth year of the
        date of assessment of each particular claim.

     5. Payment of 100% of all claims from holders of Executory
        contracts that are being assumed by Debtor within 36
        months from the Effective Date.

     6. Payment of approximately 1% of allowed unsecured claims
        in 36 monthly payments, without interest, to begin on the
        Effective Date or 30 days after the claim is allowed by a
        final order.

The Plan will be funded from the Operating Margin being generated
by the ongoing operation which, since the bankruptcy filing, has
improved to the point where all payroll taxes are being paid on
time, and the operating budget submitted to the bank is running
ahead of projections.  Furthermore, capital contributions from
Debtor's shareholders of at least $250,000 annually will be made
during the three years of the plan of reorganization in order to
fund the plan.

The classes and treatment of claims under the plan are:

     A. Class I consists of administrative expense claims
        amounting to approximately $113,254, will be paid in cash
        and in full on the later of the Effective Date or as soon
        as feasible after the claim becomes allowed.

     B. Class II consists of priority claims totaling $4,756,950
        will receive 100% of the allowed amount of the claim in
        in monthly payments within the sixth year of the date of
        assessment of each claim.

     C. Class III consists of The BPPR Allowed Secured Claim in
        the total amount of $9,955,887.67, and secured by
        substantially all of Debtor's assets, will be paid
        pursuant to a settlement agreement.

     D. Class IV consists of priority secured claim of the IRS in
        the total estimated amount of $959,292 and secured by
        Debtor's accounts receivable and equipment, will be paid
        in full as per the IRS Plan Settlement.

     E. Class V consists of unsecured creditors holders of
        executory contracts, which as of the Effective Date will
        only include Infomedika with claims totaling
        approximately $80,389.96.  The Infomedika contract is
        being assumed by the Debtor.  The claim will be paid
        arrears in 36 monthly payments concurrently with their
        monthly payment.

     F. Class VI consists of unsecured creditors with no
        executory contracts and claims totaling approximately
        $16,818,996.  Unsecured claims will be paid
        approximately 1% of their claim in 36 monthly payments
        beginning on the Effective Date of the Plan.

     G. Class VII consists of interests of common shareholders,
        who will retain their interest.

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

  http://bankrupt.com/misc/REITTER_CORPORATION_ds_2ndamended.pdf

                   About Reitter Corporation

San Juan, Puerto Rico-based Reitter Corporation dba Hospital San
Gerardo filed for Chapter 11 protection (Bankr. D. P.R. Case No.
10-07152) on Aug. 6, 2010.  In its schedules, the Debtor
disclosed US$20,440,765 in total assets and US$17,250,033 in
total debts.

Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, in San
Juan, P.R., represents the Debtor as counsel.


RESIDENTIAL CAPITAL: Chapter 11 Filing Expected Next Week
---------------------------------------------------------
Residential Capital LLC, the mortgage-lending subsidiary of
Ally Financial Inc., will file for Chapter 11 reorganization
early next week, Bloomberg News reported, citing people with
knowledge of the talks.

The business will be sold to Fortress Investment Group LLC.
Financing of $1.45 billion has been arranged for the ResCap
Bankruptcy, according to the report.  A ResCap sale is part of a
strategy for parent Ally Financial to reduce assets and debt in
anticipation of a public offering to pay off some of a $17 billion
government bailout.

Bloomberg News previously reported that Ally Financial received
U.S. Treasury Department approval to put its Residential Capital
unit into bankruptcy as the government seeks to recover bailout
funds.  According to Bloomberg, an Obama administration official,
who asked for anonymity because the arrangements haven't been made
public, said the Treasury will support directors at Ally and
ResCap if they decide that filing for court protection from
creditors is the best course for the mortgage unit.

                   About Ally Financial & Rescap

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.

Residential Capital is Ally's mortgage subsidiary.

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.  Ally'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.

Sources told Reuters in March 2012 that White & Case, which
announced in January it represents some ResCap secured
bondholders, is currently representing investors who hold more
than 45% of junior secured notes at ResCap.  The sources also said
billionaire Warren Buffett's Berkshire Hathaway has another 45% of
the junior secured notes and also holds a significant portion of
ResCap unsecured notes that mature in May 2012.

In April 2012, ResCap didn't make a semi-annual $20 million
interest payment on $473.4 million of senior unsecured notes due
April 2013.

The U.S. Treasury owns a 73.8% stake in Ally after a bailout
during the financial crisis in 2008, while GM and its trust have
9.9% and Cerberus Capital Management owns 8.9%.

                           *     *     *

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.


ROBERTS HOTELS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Roberts Hotels Tampa, LLC
        dba Econolodge Tampa
        dba Comfort Inn Conference Center Tampa
        dba Roberts Vista Hotels
        dba Comfort Inn Busch Gardens
        dba Econolodge Busch Gardens
        1408 North Kingshighway, Suite 300
        Saint Louis, MO 63113

Bankruptcy Case No.: 12-44391

Chapter 11 Petition Date: May 7, 2012

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: A. Thomas DeWoskin, Esq.
                  DANNA MCKITRICK, PC
                  7701 Forsyth, Suite 800
                  St. Louis, MO 63105
                  Tel: (314) 726-1000
                  E-mail: tdewoskin@dmfirm.com

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

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

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

The petition was signed by Mike Kirtley, chief operating officer.

Pending bankruptcy cases by affiliates:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Roberts Hotels Atlanta, LLC              N/A        N/A
Roberts Hotels Dallas, LLC               N/A        N/A
Roberts Hotels Houston, LLC            12-43590   04/16/12
Roberts Hotels Shreveport, LLC           N/A        N/A
Roberts Hotels Spartanburg, LLC        12-43756   04/19/12


SANDY CREEK: Moody' Cuts Rating on First Lien Term Loan to 'B1'
---------------------------------------------------------------
Moody's Investors Service has downgraded Sandy Creek Energy
Associates, L.P. senior secured first lien term and construction
loans due 2015 to B1 from Ba3. There is approximately $155 million
outstanding under the first lien term loan and $584 million
outstanding under the first lien construction term loan. The
outlook has been changed to negative from stable.

Ratings Rationale

The rating action reflects several key factors: (a) a boiler
incident that will delay completion until next year; (b) lower
merchant power prices and higher coal prices than expected,
resulting in lower revenues and cash flow than originally
forecasted; (c) concomitant weaker credit metrics; and (d) a
higher resulting refinancing amount projected at maturity of the
debt.

In October 2011, when the plant was nearing completion and being
test fired, the boiler tubes overheated, causing significant
damage to the boiler. Prior to this event, the project had been on
schedule and substantial completion was expected to occur by
February 2012. After assessing the damage and the cost of repairs,
the project now forecasts that it will reach commercial operation
by the spring of 2013. The EPC contractor is responsible for the
repairs, and repairs are underway covered by the contractor's All
Risk Builders Risk Insurance. The project has forecasted that it
will have adequate liquidity to cover the additional IDC and
project costs through the revised COD date. However, the schedule
is tight, and Moody's believes there is uncertainty with respect
to construction given what has happened and the prospect for
meeting the term loan conversion date.

The downgrade also reflects Moody's expectations of weaker
financial performance relative to the time of the initial rating
(September 2007) due to the deterioration in the wholesale energy
markets in ERCOT and an increase in projected coal prices. While
Sandy Creek has signed an additional PPA with Lower Colorado River
Authority (LCRA; A1 stable) since financial close, and thereby
increased the contracted portion of its revenues and cash flow,
the lower market prices for power and higher prices for coal have
squeezed the merchant margin. In Moody's view, this "merchant
coal" exposure is more uncertain and potentially more volatile
than before. This is likely to result in weaker and less reliable
credit metrics. In addition, the expected refinancing amount in
2015 (maturity date) has increased and will need to be refinanced
at a time when the likelihood of lower forecasted revenue and cash
flow has increased.

The negative outlook reflects uncertainty with respect to the
revised construction schedule, which does not have much leeway,
and the increased refinancing risks given the expectations for
lower power margins.

In light of the negative outlook, limited prospects exist for the
rating to be upgraded in the short-run. The rating outlook could
stabilize if Sandy Creek is completed by the revised completion
date.

The rating could be downgraded if there are material delays in
completing the project or if there are delays or challenges in the
future receipt of insurance payments, the primary source of
liquidity for Sandy Creek during the next 12 months.

The last rating action on Sandy Creek was on August 14, 2007, when
Moody's assigned a Ba3 rating.

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

Sandy Creek Energy Station is a greenfield nominal 898 MW single
unit super-critical coal-fired base load electric generating
station located near Riesel, Texas. Ownership of the Project is
held 63.87% by Sandy Creek Energy Associates, LP (SCEA), a 25%
interest by Brazos Sandy Creek Electric Cooperative, Inc.
(Brazos), and an 11.13% interest by Lower Colorado River Authority
(LCRA: A1, Stable). The Project is being constructed by Sandy
Creek Power Partners (SCPP), a consortium consisting of Gilbert
Industrial Corp, (an affiliate of Kiewit Construction Company),
Overland Contracting, Inc. (an affiliate of Black & Veatch), and
Zachry Industrial, Inc.


SEARCHMEDIA HOLDINGS: Shares Issuance Cut Earnout Obligations
-------------------------------------------------------------
SearchMedia Holdings Limited announced recent corporate actions
designed to eliminate significant cash obligations of the Company
and better align the interests of the Company's subsidiaries and
shareholders.

Subsidiary Integration Equity Program: The Company's Board of
Directors has approved and authorized a capped pool of 7 million
common shares to be issued to certain former owners of
SearchMedia's acquired entities for the sole purpose of converting
and eliminating all or substantially all of the outstanding
earnout liabilities of the Company which was $39.2 million as of
June 30, 2011.

Integration of Acquired Entities: In addition to eliminating the
Earnout Obligations from the Company's balance sheet, the
secondary purpose of this Integration Program is to further align
the interest of the Company's subsidiaries and shareholders and
provide additional incentives for new concessions that benefit all
of the Company's operations as a group, as well as enhance the
Company's liquidity and capitalization.  The Company expects that
the Earnout Obligations will be fully eliminated within the 2nd
Quarter 2012, and that the Company does not need to fully utilize
the shares in the Integration Program as a result of previous
corporate restructuring actions undertaken to further improve
performance and terminate operations which are not likely to be
profitable for the Company going forward.  The Company expects to
issue the shares upon completion of the Company's audit for the
year ended Dec. 31, 2011.

Recent Share Issuances: In the last quarter of 2011, 0.8 million
common shares of the Company at an average per share price of
$6.90 were issued to certain subsidiaries, namely Qingdao Kaixiang
Advertising Co. Ltd., Wuxi Ruizhong Advertising Co. Ltd. and Ad-
Icon Company Limited in settlement of $5.2 million of earnout
obligations.

Divestiture of Subsidiary: As part of this initiative and based on
a study of the performance and projections of Zhejiang Continental
Advertising Co. Ltd., the Company has agreed to divest Continental
back to its previous owners and eliminate the related earnout
liability of $17 million in exchange for the issuance of 1 million
shares of SearchMedia at a price of $2.00 per share.  As of May 2,
2012, Continental's operating results will no longer form part of
the Company's consolidated financial statements.  The Company
believes that the cost savings from not carrying out the remaining
earnout obligations pursuant to the acquisition agreement for
Continental frees up the Company's resources for use in other more
promising opportunities.

Through the divestiture of Continental and the recent share
issuances to certain subsidiaries, the Company has materially
reduced its outstanding Earnout Obligations from $39.2 million to
$16 million while focusing on its remaining subsidiaries to build
shareholder value.  In addition, the improved liquidity and
capitalization following these corporate actions will better allow
the Company to embark on new out-of-home media initiatives and
nationwide concessions.  Upon the completion of the Continental
transaction, the common shares outstanding for the Company will be
18.1 million.  Upon completion of the Integration Program, the
Company anticipates the share count to be in the range of 21 to 22
million shares and the remaining Earnout Obligations will be
eliminated.  By way of comparison, as of Dec 31, 2011, there were
21.7 million common shares of the Company outstanding, prior to
the completion of the settlement with certain predecessor
shareholders of the Company.

Chairman of the Board of Directors of the Company Robert Fried
commented, "We expect the share issuances will not only eliminate
substantially all of our earnout liability, but will better align
the interests of our subsidiaries and shareholders."  Chief
Executive Officer Peter Tan commented, "In addition to the points
raised by Rob, these milestone corporate actions allow us to
better position the Company for new significant nationwide,
traditional and new media concessions, which we expect to announce
later this quarter.  I also intend to deepen our shareholder base
amongst Asian investors."

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern following the 2010 financial results.  The independent
auditors noted that the Company has suffered recurring net losses
from operations and has a working capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SELECT MEDICAL: S&P Gives 'B-' Rating on $365-Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to the
proposed $365 million senior notes due 2020 to be issued by Select
Medical Corp. "We rated the notes 'B-' (two notches lower than the
'B+' corporate credit rating on the company) with a recovery
rating of '6', indicating our expectation of negligible (0% to
10%) recovery for lenders in the event of a payment default. The
proceeds of this issue will refinance Select's outstanding
subordinated notes due 2015," S&P said.

"The corporate credit rating on Select is 'B+' and the rating
outlook is stable. The rating reflects our assessment of the
company's business risk profile as 'weak' because of significant
reimbursement risk, particularly from the government as Medicare
generates about half of the company's total revenues," S&P said.

"The rating is also based on our view of the company's financial
risk profile as 'aggressive,' reflected in our expectation that
the current debt to EBITDA level of about 4.5x will remain at or
below that level in 2012 on better near-term reimbursement
prospects and our confidence that the company is committed to this
level," S&P said.

"We expect our revenue growth estimates, coupled with our
anticipated margin decline to drive a small 3% increase in EBITDA.
We also expect Select to generate about $120 million of
discretionary cash flow in 2012, but believe it will be used
mostly to fund share repurchases. We believe Select's relatively
shareholder-friendly policy will take priority over repaying
debt," S&P said.

RATINGS LIST

Select Medical Corp.
Corporate Credit Rating          B+/Stable/--

New Ratings

Select Medical Corp.
Senior Unsecured
  $365 mil notes due 2020         B-
   Recovery Rating                6


SEMTECH CORP: S&P Gives 'BB' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB' corporate
credit rating to Semtech Corp. The outlook is stable.

"Concurrently, we assigned a 'BBB-' issue-level rating to
Semtech's proposed $100 million term loan A and $250 million term
loan B, both due 2017. The recovery rating is '1', reflecting our
expectation for very high (90% to 100%) recovery of principal in
the event of default," S&P said.

"The ratings on Semtech reflect our expectation that the company's
expanded product and market position and good communications
industry growth prospects will support continued revenue growth
and consistent profitability, despite near-term integration
risks," said Standard & Poor's credit analyst John Moore. "In
addition, we expect the company to maintain leverage appropriate
for the rating, even with a moderately acquisitive growth
strategy. Standard & Poor's views Semtech's business risk profile
as 'fair' and its financial risk profile as 'significant.'"

"Semtech's fair business risk profile reflects its niche market
position as a provider of analog semiconductors for the data and
telecommunications sectors. With pro forma combined revenues of
about $630 million, the Gennum acquisition adds product and end-
customer breadth. It also further diversifies Semtech's business
into enterprise and industrial end markets, from its concentration
in telecom and high-end consumer-centric markets historically,"
S&P said.

"The stable outlook reflects our expectation that Semtech will
successfully integrate Gennum's business and maintain
profitability while maintaining no less than $150 million cash
balances and leverage below 3x. Upgrade potential is currently
constrained by the company's near-term integration risks and lack
of a track record operating at its current scale," S&P said.

"A downgrade would likely be the result of a more aggressive
financial policy, including increased acquisition activity and
shareholder returns, or deterioration in operating performance due
to competition or macroeconomic trends, resulting in cash balances
declining below $150 million or sustained leverage in the mid-3x
area," S&P said.


SNOKIST GROWERS: Court Approves $26.8MM Sale to Del Monte
---------------------------------------------------------
Yakima Herald-Republic reports a U.S. Bankruptcy Court judge has
approved the sale of Snokist Growers' assets to Del Monte Corp.
and Pacific Coast Producers.  Snokist and its creditors agreed
that the $26.8 million all-asset bid from Del Monte and Pacific
Coast Producers was the best offer.

According to the report, there were concerns that the offer did
not specify how the funds would be spent or that it would not
fully cover all the costs related to the bankruptcy, leading Judge
Frank Kurtz to stop the hearing several times to allow for
negotiations between the buyers, Snokist and the creditors.  Those
concerns were not completely addressed but some progress was made,
including Del Monte and Pacific Coast Producers agreeing to add
about a $1 million to their bid.

The report says Judge Kurtz ultimately decided to not delay his
approval, choosing to work out the details later.  "As this
process goes on, the ability to sell the asset for the best price
invariably deteriorates for a number of reasons," the report
quotes Judge Kurtz as saying.

The report notes a hearing to discuss the details of the sale is
scheduled for May 14, 2012.

                       About Snokist Growers

Headquartered in Yakima, Washington Snokist Growers --
http://www.snokist.com/-- is a century-old cooperative of fruit
growers.  Snokist provides fresh and processed pears, apples,
cherries, plums, and nectarines.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor scheduled $69,567,846 in assets and
$73,392,906 in liabilities.  The petition was signed by Jim Davis,
president.

Counsel for lender Rabo AgriFinance, as agent for itself and
KeyBank, is James Ray Streinz, Esq., at McEwen Gisvold, LLP.
Counsel for KeyBank National Association is Bruce W. Leaverton,
Esq., at Lane Powell, P.C., in Seattle.

Robert D. Miller Jr., the United States Trustee for Region 14,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Snokist Growers.  The
Committee is represented by Metiner G. Kimel, Esq., at Kimel Law
Offices.

Keybank is represented by Bruce W. Leaverton, Esq., and Tereza
Simonyan, Esq., at Lane Powell PC.


SOUTHEASTERN CONSULTING: Proposes Settlement With HP Land
---------------------------------------------------------
Southeastern Consulting & Development Company, Inc., asks the U.S.
Bankruptcy Court Northern District of Florida to approve a
settlement agreement with HP Land, LLC, as successor in interest
to Branch Banking & Trust Company.

HPL, by virtue of an assignment from Branch Banking & Trust
Company, holds a first mortgage lien on:

   -- certain of the Debtor's property, including the lands known
      as the Heritage Plantation Golf Course and the undeveloped
      property around the golf course.

   -- the 125 developed Phase II lots of HP, subject to a lien of
      the Heritage Plantation Community Development District.

Additionally, by virtue of an assignment from BB&T, HPL holds a
second mortgage lien on the remaining 116 developed Phase I lots
of HP, subject to a lien of the CDD and an alleged mortgage in
favor of Trustmark National Bank.

Prepetition, on March 10, 2010, BB&T obtained a judgment against
the Debtor in the amount of $15,066,150; and on Sept. 12, 2011,
BB&T filed a secured claim of $16,155,895.

The stipulation agreement, intended to resolve their disputes,
provides for, among other things:

   1. the existing mortgage will be modified and combined;

   2. the Debtor will cause the HOA declaration to be amended so
      that HPL will not be liable for assessments in the event
      that HPL forecloses on the collateral by way of making HPL a
      co-declarant; and

   3. HPL will agree to support and will affirmatively support the
      Debtor's plan of reorganization that contains the terms set
      forth in the settlement agreement.

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

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

                About Southeastern Consulting

Tallahassee, Florida-based Southeastern Consulting & Development
Company, Inc., does business as Heritage Plantation, East Bay
Preserve, Heritage Park, and Heritage Manor.  It owns owns several
parcels of property, including, but not limited to, developed and
undeveloped land located in Crestview, Florida.

Southeastern Consulting filed for Chapter 11 bankruptcy (Bankr.
N.D. Fla. Case No. 11-40398) on May 17, 2011.  Lawyers at Berger
Singerman PA serve as bankruptcy counsel.  The Debtor disclosed
$4.28 million in assets and $32.5 million in liabilities as of the
Chapter 11 filing.  The petition was signed by Louis S. Weltman,
the president.

Robert A. Soriano, Esq. at Greenberg Traurig, represents creditor
Branch Banking and Trust Company.

The U.S. Trustee has not yet appointed an official committee of
unsecured creditors because an insufficient number of persons
holding unsecured claims against the Debtor have expressed
interest in serving on a committee.


SOUTHERN CALIFORNIA: Moody's Lifts Rating on 1997 Bonds to 'B1'
---------------------------------------------------------------
Moody's Investors Service has upgraded to B1 from B3 the rating on
Southern California University of Health Science's (SCUHS or the
university) Series 1997 bonds issued through the California
Educational Facilities Authority and revised the outlook to
positive from negative.

Summary Rating Rationale

The revision to a positive outlook at the B1 level reflects a
turnaround in operating performance beginning in fiscal year (FY)
2010 following implementation of a management directed strategic
plan that incorporates retrenchment and recovery efforts, addition
of Doctor of Chiropractic (DC) students due to the FY 2011 closure
of the Cleveland Chiropractic College of Los Angeles, modest
growth in financial resources from land sales and operations, and
continued reduction in debt. These improvements are balanced by
the fact that this is still a very small university in a niche
industry with speculative elements.

Strengths

- New management team's successful implementation of a strategic
plan that combines changes to board membership, curriculum
programming, enrollment management, and financial metric
monitoring.

- Improvement in operating margin following seven years of
deficit operations, to 0.4% for FY 2010 and 5.6% for FY 2011, with
projections based on six months operating performance for an
operating margin of 7.3% for FY 2012, resulting from expense
reductions in FY 2009 and strong enrollment growth in fall 2010
and fall 2011.

- Position as Southern California's only remaining chiropractic
college following the recent closure of the Cleveland Chiropractic
College of Los Angeles (CCCLA), and successful integration of
CCCLA's remaining DC students (defined as "teach-out" students per
the agreement between the two accredited institutions that
provides for equitable treatment of students should an institution
cease educational programs before students have completed their
degree coursework).

- Proceeds from recent and currently planned sales of remaining
non-core real estate holdings directed to reserves rather than
operations, providing monthly liquidity of 318 days cash on hand.

- Outstanding debt has declined as the university has paid down
its Series 1997 bonds.

- No additional borrowing plans.

Challenges

- Extremely low operating base with operating revenues of only
$17.5 million for FY 2011.

- Heavy reliance on tuition and auxiliary revenues, which consist
primarily of tuition (87.5% in FY 2011), as the university offers
no housing, highlights the need for careful enrollment management
and development of diversified revenue streams.

- Challenging market position with limited program scope as the
university offers curriculum in chiropractic medicine and
acupuncture and oriental medicine, although enrollment at US
chiropractic colleges has leveled out over the last eight years.
SCUHS's School of Professional Studies has recorded solid growth
since its opening in fall 2008 (15 FTEs in fall 2008 to 211 FTEs
in fall 2011).

- Very modest resource levels, with expendable resources to debt
of 0.6 times and an expense cushion of 0.3 times.

- Non-core assets will have been completely sold off after the
contemplated sale of a 13.86 acre parcel in FY 2012.

Outlook

The positive outlook reflects expectations of ongoing, albeit
modest, improvements in operating performance and cash flow
generation, further student growth due to branding, outreach and
curriculum management efforts, prudent stewardship of current and
anticipated funds from non-core real estate sales, and continued
pay down of outstanding debt.

What Could Change The Rating - Up

Dramatic turnaround in financial performance and sustained return
to at least break-even operating margin; demonstrated stability of
enrollment trends and growth in net tuition revenue

What Could Change The Rating - Down

Inability to retain recently-improved enrollment and weak
operating performance; further weakening of liquidity; or
additional debt without improvement in financial resources

Principal Rating Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


SPRINT NEXTEL: Chairman Lauds CEO's Decision to Reduce Pay
----------------------------------------------------------
James H. Hance, Jr., Chairman of the Board of Directors of Sprint
Nextel Corporation made a statement regarding the Company's
announcement on Form 8-K concerning the Letter Agreement between
the Company and Daniel R. Hesse.  The Letter Agreement described
Mr. Hesse's decision to voluntarily reduce his 2011 and 2012 total
compensation package.

"Today Sprint announced in an SEC filing that President and CEO
Dan Hesse has offered to return to the company any additional
compensation he received as a result of the discretionary
adjustment in incentive pay relating to the launch of the iPhone.
Dan discussed with the board his plan to also reduce his 2012
short term and long term target opportunities, and we have
accepted his proposal.  We applaud Dan for his willingness to
sacrifice personal compensation in order to reduce any distraction
that could negatively affect the morale and performance of the
company.  Dan enjoys the full support of our board of directors
and we appreciate the leadership he has demonstrated as he
continues to guide the company through a turnaround in a difficult
competitive environment."

As previously reported by the TCR on May 8, 2012, 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.

                        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.


S&I MANAGMENT: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: S&I Managment, Inc.
        dba S&A Food Mart Beer Wine #2
        502 E Camp Wisdom Road
        Duncanville, TX 75116

Bankruptcy Case No.: 12-33006

Chapter 11 Petition Date: May 7, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Scheduled Assets: $1,137,000

Scheduled Liabilities: $1,972,278

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/txnb12-33006.pdf

The petition was signed by Steve Lee, president.


STATE FAIR OF VIRGINIA: Auction of Meadow Park Set for May 22
-------------------------------------------------------------
Virginia Business reports that Meadow Event Park in Caroline
County, Virginia, the home of the State Fair of Virginia since
2009, will be sold at a foreclosure auction on May 22.

The report recounts SFVA acquired Meadow Farm, the birthplace of
1973 Triple Crown winner Secretariat in 2003 after selling its
longtime fairgrounds in Henrico County to Richmond International
Raceway.

According to the report, SFVA incurred more than $80 million in
debt while developing the property for a new fairgrounds.  The
debts were to be paid by revenue generated by a $42 million
investment portfolio.  The portfolio's value dropped dramatically
in the 2008-09 national financial crisis.  SFVA officials said its
ability to repay its debts was hampered by creditors' insistence
that the portfolio be taken to a cash position in spring 2009.

Meadow Event Park is a complex covering more than 331 acres,
including a 76,130-square-foot exhibit hall; 9,700-square-foot
expo center; 24,000-square-foot equine facility and three
residences.  According to the report, the auction also will
include a number of intellectual properties and equipment.

The report says the intellectual properties include the name and
Web sites for State Fair of Virginia, SFVA, Strawberry Hill Races,
Richmond Highland Games & Celtic Festival and Meadow Highland
Games & Celtic Festival.

                   About State Fair of Virginia

State Fair of Virginia Inc. -- http://www.statefair.com/-- owns
and operates a state fairgrounds facility known as the "The Meadow
Event Park" located in Doswell, Caroline County, Virginia.  SFVA
filed for Chapter 11 bankruptcy (Bank. E.D. Va. Case No. 11-37588)
on Dec. 1, 2011.  Jonathan L. Hauser, Esq., at Troutman Sanders
LLP, served as the Debtor's counsel.

The Debtor estimated assets of $10 million to $50 million and
estimated debts of $50 million to $100 million.  Curry A. Roberts,
as president, signed the petition.

The U.S. Trustee for Region 4 appointed five unsecured creditors
to serve on the Official Committee of Unsecured Creditors of State
Fair of Virginia Inc.

At the onset of the case, SFVA officials said they hope to emerge
on a better financial footing and to do so within 60 days to 90
days.

In April 2012, the U.S. Bankruptcy Court converted the Chapter 11
case to one under Chapter 7 of the Bankruptcy Code.


STEREOTAXIS INC: To Raise $18.5 Million in Private Financings
-------------------------------------------------------------
Stereotaxis, Inc., has entered into definitive agreements with
select institutional investors to raise total gross proceeds of
approximately $18.5 million in two financing transactions.  The
Company also announced an amendment to its credit agreement with
Silicon Valley Bank (SVB), including extending its revolving
credit facility to March 31, 2013.

In a private offering of common stock, Stereotaxis will raise
$10 million through the issuance of approximately 21.7 million
shares of common stock and 6-year warrants to purchase
approximately 21.7 million additional shares of common stock at an
exercise price of $0.3361 per share.  In addition, the Company
announced a private placement of approximately $8.5 million of
unsecured, subordinated, convertible promissory debentures which
will be convertible into shares of common stock at a price of
$0.3361 per share at all times following the date the Company is
required to receive shareholder approval of the transactions.  In
connection with the sales of the Debentures, the Company is also
issuing 6-year warrants to purchase common stock equal to 100% of
the shares underlying the Debentures or approximately 25.2 million
shares of common stock at an exercise price of $0.3361 per share.

The Debentures bear interest at 8% per year and mature on May 7,
2014.  The Company will be required to make interest payments in
shares of common stock, subject to a shareholder vote to increase
the number of shares authorized for issuance or a reverse stock
split as well as the completion of an effective registration
statement.  The Company may force conversion of the Debentures
under certain circumstances.

Net proceeds from these financings will be used to repay
$7 million of the revolving credit facility guaranteed by Alafi
Capital and Sanderling Venture Partners, for working capital, and
for general corporate purposes.  The closing of the transactions
is subject to standard and customary closing conditions.

Stereotaxis expects to amend its credit agreement with Silicon
Valley Bank to extend its revolving credit facility to March 31,
2013, effective upon the closing of the financing transactions.
The revolving line of credit will be decreased from $20 million to
$13 million after pay down of $7 million of the guaranteed
portion, but otherwise has similar terms and conditions to
previous agreements with Silicon Valley Bank.  Sanderling and
Alafi have agreed to extend their guarantees for an aggregate of
$3 million of a portion of the Silicon Valley Bank revolving
credit facility, in exchange for warrants to purchase up to an
aggregate of 2.3 million shares of common stock each at an
exercise price of $0.3361 per share, which will only become
effective on the closing of the transactions and effectiveness of
the Silicon Valley Bank extension.

"With the support from new and existing investors, we have
improved our financial position and are taking the necessary steps
to strengthen our financial stability as we pursue our growth
strategies," said Michael P. Kaminski, President and Chief
Executive Officer of Stereotaxis.  "We continue to be encouraged
by the positive early feedback and validation from physicians for
the productivity enhancements of our new Epoch robotic navigation
platform, and the momentum in Niobe ES upgrade installations.  The
additional financial resources, together with our strategic
initiatives to ensure successful commercialization of our Epoch
platform as well as ongoing operating expense reduction
initiatives, position us for improved operating performance and
financial results beginning in 2012."

Oppenheimer & Co. Inc. served as sole placement agent for each of
the financing transactions.

The securities offered in these financing transactions have not
been registered under the Securities Act of 1933, as amended, or
applicable state securities laws. Accordingly, the securities may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws.  Pursuant to the terms of a
registration rights agreement entered into with the purchasers,
the Company has agreed to file a registration statement with the
Securities and Exchange Commission registering the resale of the
shares of common stock sold in the offering, issuable upon
conversion of the Debentures and issuable upon exercise of the
warrants.  Any offering of the Company's securities under the
resale registration statement referred to above will be made only
by means of a prospectus.

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $39.9 million
in total assets, $58.7 million in total liabilities, and a
stockholders' deficit of $18.8 million.


STORY BUILDING: To Seek Plan Confirmation in June
-------------------------------------------------
Story Building LLC will seek confirmation of its First Amended
Plan of Reorganization in June 2012 after obtaining approval of
the explanatory disclosure statement in April.

According to the Disclosure Statement, plan distributions will be
funded primarily from operations of the Story Building property,
and the new value contribution.  The Debtor's interest holder has
agreed to provide $160,000.

Under the Plan, Wells Fargo Bank N.A., owed in excess of
$12.6 million, will receive interest payments until Dec. 31, 2015
and the full payment of the balance of the claim will be paid on
Dec. 31, 2015.  Holders of Class 4 general non-insider unsecured
claims estimated to total $3.86 million will receive, among other
things, (i) a pro rata share of 25% of net operating income for
the calendar years 2012 to 2017, derived from the rents generated
from the Story Building property; (ii) one final payment of the
balance of the allowed claim and all accrued interest in full on
or before Dec. 31, 2018; and (iii) in the event that the property
is sold, a pro rata share of up to 100% of the net proceeds, if
any, after payment of all costs of sale, etc.  The interest of the
existing owner of the Debtor will be unaffected by the Plan.

Wells Fargo and the unsecured creditors are impaired under the
Plan.

A copy of the final modifications proposed by Wells Fargo and
consented to by the Debtor to the Disclosure Statement is
available for free at:

     http://bankrupt.com/misc/StoryBuilding_DS_Final.pdf
     http://bankrupt.com/misc/StoryBuilding_DS_Final2.pdf
     http://bankrupt.com/misc/StoryBuilding_DS_Final3.pdf

                    About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., who has an office in Los Angeles, California,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $19,421,024 in assets and $16,500,721 in liabilities as
of the Chapter 11 filing.  There was no official committee of
unsecured creditors appointed in the Debtor's case.


SUPERMEDIA INC: Reports $62 Million Net Income in First Quarter
---------------------------------------------------------------
Supermedia Inc. reported net income of $62 million on $363 million
of operating revenue for the three months ended March 31, 2012,
compared with net income of $30 million on $438 million of
operating revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $1.61
billion in total assets, $2.33 billion in total liabilities and a
$725 million total stockholders' deficit.

"As we continue to execute our transformation plan in 2012, we
have maintained our focus on keeping costs down," said president
and CEO Peter McDonald.  "To date, we have trained a significant
portion of our media consultants in our new sales approach to
provide end to end solutions for small and medium size
businesses."

During the first quarter SuperMedia reduced indebtedness under its
credit agreement by $64 million, including $60 million through
open market debt repurchases allowed under the terms of the credit
agreement.  The $60 million debt reduction accomplished through
open market repurchases utilized cash of $31 million.
SuperMedia's total indebtedness at March 31, 2012, was $1.681
billion.

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

                        http://is.gd/2nXYMQ

                       About SuperMedia Inc.

DFW Airport, Texas-based SuperMedia Inc. and its subsidiaries
sells advertising solutions to its clients and places their
advertising into its various advertising media.  The Company's
advertising media include Superpages yellow page directories,
Superpages.com, its online local search resource, the
Superpages.com network, an online advertising network, Superpages
direct mailers, and Superpages mobile, its local search
application for wireless subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

On March 31, 2009, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed voluntary petitions for
Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31828).

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009 (the "Effective Date"), the Debtors consummated
the reorganization and emerged from the Chapter 11 bankruptcy
proceedings.  On Dec. 29, 2011, the Bankruptcy Court entered final
decrees closing the bankruptcy cases for the Debtors.

The Company reported a net loss of $771 million in 2011 and a net
loss of $196 million in 2010.

                           *     *     *

As reported in the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Dallas-based
SuperMedia Inc. to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.

In the April 2, 2012, edition of the TCR, Moody's Investors
Service has changed the corporate family rating (CFR) for
SuperMedia Inc. to Caa3 from Caa1 based on Moody's view
that a debt restructuring is likely.  Moody's expects ultimate
recoveries will be about 50%.

SuperMedia is attempting to reinvent its business by reducing its
reliance on print advertising through the development of online
and mobile directory service applications but Moody's has doubts
that the company will be able to transition its business away from
a reliance on print directories quickly enough to stabilize its
revenues and earnings and prevent a debt restructuring.


TEKNI-PLEX INC: S&P Affirms 'B-' Corp. Credit Rating; Outlook Pos
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on King of
Prussia, Pa.-based Tekni-Plex Inc. to positive from negative and
affirmed its 'B-' corporate credit rating.

"At the same time, based on preliminary terms and conditions, we
assigned our 'B-' issue-level rating (same as the corporate credit
rating) and '4' recovery rating to the company's proposed $480
million senior secured notes due 2019. The '4' recovery rating
indicates our expectation for average (30% to 50%) recovery in the
event of a payment default," S&P said.

"The company plans to use the net proceeds, along with $50 million
from an equity issuance to repay about $524 million in existing
debt and fund transaction fees and expenses. We expect the amended
$60 million asset-based (ABL) revolving credit facility to be
undrawn at close of the transaction," S&P said.

"The outlook revision reflects the company's improved financial
profile arising from the proposed refinancing, which would
significantly extend the debt maturity profile and reduce
constraints related restrictive financial covenants," said
Standard & Poor's credit analyst Daniel Krauss. "The positive
outlook also recognizes the moderate improvement in the company's
earnings over the past few years.' We expect volume growth in key
segments such as health care and benefits from the company's
ongoing cost reduction efforts to support stable to modestly
improving operating performance over the next year."

"The ratings on Tekni-Plex Inc. reflect the packaging and tubing
manufacturer's variable operating results because of exposure to
the price fluctuations of its polymer-based raw materials, some
customer concentration, and our expectations for weak cash flow
protection metrics, including funds from operations (FFO) to total
adjusted debt below 10%. These risk factors are only partially
offset by the company's leading competitive positions in many of
its niche markets and moderate end-market diversity. We
characterize Tekni-Plex's business risk profile as weak and its
financial risk profile as highly leveraged," S&P said.

"With nearly $650 million in sales, Tekni-Plex is a manufacturer
of rigid and flexible packaging for health care, foods, consumer
products, and specialty markets. Following several years of weak
operating results, the company underwent a corporate
restructuring, in which the company replaced executive management
and instituted a variety of cost reduction efforts. Since 2008,
the company has rationalized its manufacturing footprint, exited
some unprofitable product lines and increased plant efficiencies.
These actions have helped the company's EBITDA expand despite the
fact that revenues have fallen by more than 15% since 2008. We
expect EBITDA will be greater than $90 million at the end of
fiscal 2012 (ending June 2012), as compared with over $50 million
in fiscal 2008, Trailing-12-month EBITDA margin was about 13% as
of Dec. 30, 2011, up modestly from the same period ended the
previous year. Return on capital has remained weak at about 5%,"
S&P said.

"The positive outlook reflects our view that, following completion
of the proposed refinancing transaction, the company's debt
maturity profile will improve significantly and the elimination of
tight financial covenants will allow the company to maintain
adequate liquidity. Our base case assumes modest volume growth,
primarily driven by the health care and specialty packaging
segments, and that the company will be able to pass through raw
material increases, albeit with a bit of a lag. We assume that
management and ownership will remain supportive of credit quality
and, therefore, we have not factored into our analysis any
distributions to shareholders or meaningful debt-funded
acquisitions," S&P said.

"Based on our scenario forecasts, we could raise the ratings
modestly if EBITDA margins increase by 100 basis points or more
from current levels. We could also raise the ratings if improved
free cash flow generation from improved earnings and working
capital reductions allows the company to reduce debt. If this were
to happen, we expect that debt to EBITDA would decrease to about
5x, a level we consider appropriate for a higher rating," S&P
said.

"We could lower the rating if Tekni-Plex does not refinance the
debt maturities as expected, leaving the company with tight
financial covenants and significant maturities over the next year.
In our downside scenario, we could lower the ratings if a spike in
raw material costs caused EBITDA margins to decrease by 300 basis
points or more from expected levels. At this point, we would
expect that the company's credit metrics would weaken
significantly, including leverage deteriorating to 7x and funds
from operations to total adjusted debt dropping below 5%," S&P
said.


TERRY DIEHL: Explains Bankruptcy Filing at Creditors' Meeting
-------------------------------------------------------------
Patty Henetz at the Salt Lake Tribune reports Terry Diehl on
Tuesday told Peter Kuhn, a trial attorney with the U.S. Trustee's
Office in Salt Lake City that he filed for Chapter 11 bankruptcy
on March 30 because he was about to lose his homes in Utah and
Coronado, California.

According to the report, Mr. Diehl's home at the mouth of Big
Cottonwood Canyon was scheduled for a 9:30 a.m. auction on May 15
on the steps of the 3rd District Courthouse in West Jordan to pay
off Merrill Lynch Credit Corp.  One day before the bankruptcy
filing, Mr. Diehl's threat of legal action swayed the Cottonwood
Heights City Council into giving into his demand that the city
cede the property to Salt Lake County.  The council had voted
against zoning changes he wanted for his Tavaci project.

The report notes Mr. Diehl claimed in court papers that he owes
creditors more than $47.5 million, $43.7 million of which he
claims is unsecured debt, including $72,000 in alimony.  The
documents say that though he has assets totaling about $3.6
million, his income is nearly $11,000 in the red after monthly
expenses.

The report says Mr. Diehl's creditors include First America Credit
Union and two Las Vegas casinos -- Aria Resort & Casino and MGM
Grand Hotel -- where he acknowledged he lost a total $450,000 at
one time in August 2011.  He also owes $11 million to Bodell
Construction Co. of Salt Lake City; $1.49 million to South
Mountain LLC, one of his own companies; $800,000 to Kaysville
Development; and $350,000 to Cache Valley Bank.

The report notes Mr. Kuhn ordered Mr. Diehl and his attorneys to
come back in two weeks with an amended filing that includes
documentation of payments he has been making on extensions granted
by the IRS and the Utah Tax Commission.  Mr. Kuhn also met briefly
with some of the unsecured creditors about a committee they will
establish to consider whether Mr. Diehl's eventual reorganization
plan will be adequate.

Terry Diehl, a real estate developer and political deal-maker,
filed for Chapter 11 protection (Bankr. D. Utah Case No. 12-24048)
on March 30, 2012.


THOMPSON CREEK: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Denver-based molybdenum miner Thompson Creek
Metals Co. to 'B-' from 'B+'. At the same time, Standard & Poor's
removed all its ratings on the company from CreditWatch, where
they had been placed with negative implications March 6, 2012. The
outlook is negative.

"Standard & Poor's also lowered its issue-level rating on the
company's senior secured credit facility to 'B+' from 'BB'. The
recovery rating on the senior secured credit facility is unchanged
at '1'. In addition, Standard & Poor's lowered its issue-level
rating on the company's senior unsecured debt to 'CCC+' from 'B'.
The '5' recovery rating on the senior unsecured notes is
unchanged," S&P said

"Finally, we assigned our 'CCC+' issue-level rating and '5'
recovery rating to Thompson Creek's proposed US$200 million senior
unsecured note offering," S&P said.

"We base the downgrade on Thompson Creek on this notes issuance
and what we view as the adverse impact of capital spending
inflation and lower molybdenum prices on the company's financial
risk profile, which we now view as highly leveraged," said
Standard & Poor's credit analyst Donald Marleau. "We expect
that these catalysts will drive free operating cash flow
significantly negative through 2013, adding several hundred
million of dollars of debt to fund growth plans," Mr. Marleau
added. "In addition, we now expect that the company's weaker
earnings profile and large debt burden will likely push 2012
debt to EBITDA above 7x. The ratings on Thompson Creek reflect
what Standard & Poor's views as the company's highly leveraged
financial risk profile, characterized by an increasing debt burden
and less-than-adequate liquidity. We view the company's business
risk profile as weak due to its reliance on volatile molybdenum
prices during a phase of large capital expenditures, limited
operating diversity, and the capital intensity of its operations.
Partially offsetting these factors, in Standard & Poor's opinion,
are the company's relatively attractive cost profile and long
reserve lives at its two operating mines," S&P said.

"The negative outlook reflects our view that current molybdenum
market prices will continue to temper earnings and funds from
operations generation at a time of unusually high capital
spending. The outlook further reflects our view that liquidity is
likely to remain less than adequate through the remainder of this
year given the company's narrow earnings base and large capital
spending requirements in 2012. We could lower the rating should
the company's financial flexibility continue to tighten over the
remainder of this year. This could occur due to a combination of
molybdenum prices declining sharply from our $14.00 per pound
assumption and Mt. Milligan experiencing further inflation-driven
capital spending increases. A revision to a stable outlook is
unlikely in the near term, given Thompson Creek's rising debt
burden, exposure to volatile molybdenum prices, and large capital
expenditures in the next 12-18 months," S&P said.


THOR INDUSTRIES: Wants to Use TSB Cash Collateral Thru May 31
-------------------------------------------------------------
Thor Industries, LLC, asks the Bankruptcy Court for authority to
use cash collateral of Tennessee State Bank to fund general
ongoing business operations in accordance with a budget through
May 31, 2012.

Prior to the petition date, Thor Industries entered into a Loan
Agreement with Tennessee State Bank to continue the development of
Mountain Cove Marina, a related RV park, and a related campground
facility, all located in Campbell County, Tennessee, on Norris
Lake.  In addition, certain property known as the Hickory Bluff
Marina was pledged as additional Collateral to secure the loan of
Tennessee State Bank and to insure the United States Department of
Agriculture long-term financing of the development project.  As of
March 30, 2012, the total indebtedness owing by Thor Industries to
Tennessee State Bank was $8,471,899 while the appraised value of
the Collateral of the development was $11,875,000.

Thor Industries needs the cash collateral for the payment of its
operating budgets and one additional capital expense.  In order to
maintain possession of the property and continue in its business
activity in an effort to achieve successful reorganization, Thor
Industries must be permitted to use cash collateral in the
ordinary business operations.  Thor Industries currently has no
present alternative borrowing source from which it could secure
additional funding to operate it business.

In order to adequately protect the interests of Tennessee State
Bank in the Prepetition Collateral for its use of cash collateral,
Thor Industries is offering to provide the Bank with replacement
liens in and to all property of the estate of the kind presently
securing the indebtedness owing to Tennessee State Bank purchased
or acquired with the cash collateral of Tennessee State Bank, to
the extent the Tennessee State Bank's liens against and security
interests in the Prepetition Collateral are enforceable and
perfected.

Thor Industries also offers so-called Judgment Lien Creditors
replacement liens in and to the estate property presently securing
amounts owed to the Judgment Lien Creditors, to the extent that
the judgment liens constitute a lien and security interest against
the collateral which is Thor Industries' property and are
enforceable and perfected.

Without the authority to use cash collateral, Thor Industries said
it will be unable to continue its business operations and propose
a plan of reorganization as contemplated by the Bankruptcy Code.
Thor Industries will be seriously and irreparable harmed,
resulting in significant losses to the Debtor's estate and its
creditors.

                   Tennessee State Bank Objects

Tennessee State Bank objects to the Debtor's request to use cash
collateral, saying its interests are not adequately protected.
TSB notes that without its consent, the Debtor removed the marina
store and numerous slips from its business site.

The Bank notes, according to the Debtor's Statement of Financial
Affairs, filed on March 30, 2012, the Debtor's gross income
dropped from $1,317,313 in 2010 to only $340,027 in 2011.  The
Debtor's 2012 year to date income disclosed in the Statement of
Financial Affairs is only $62,986.92.  The Debtor is not currently
selling gas at its marina, nor is there a store open to sell food,
beverages and other items.

The Bank also said the Debtor is required under the "Loan
Documents" to maintain insurance and pay property taxes.  Since
November 2011, TSB has force placed insurance coverage.  Real
property taxes are owing for 2009-2011; TSB received notice of a
tax sale of the property scheduled for May 19, 2012.

Without TSB's consent, the Debtor sold two lots prepetition which
are part of TSB's collateral.  When asked if the lot sale proceeds
are still in escrow, R. Steven Williams, Sr., the Debtor's chief
manager, told a TSB Vice-President the proceeds are gone.  TSB has
not released its lien encumbering the two lots.

On Jan. 14, 2012, the United State Department of Agriculture
issued a conditional commitment for a financing guarantee for the
Debtor and Wilrite, LLC.  USDA raised concerns over a number of
issues with the Mountain Lake appraisal which were not resolved.
Additionally, First State Financial could not certify "no adverse
change" from the issuance of a conditional commitment or "no
actions, suits, or proceeding" due to numerous foreclosures
involving entities in which Mr. Steven Williams has or had an
interest.  One or more debts required to be paid were never paid.
Mr. Steven Williams did not obtain required life insurance
coverage.  USDA would not agree to an easement requested by Mr.
Steven Williams, and Mr. Williams was unwilling to abide by a USDA
requirement that all proceeds be applied to reduce principal debt.

                       About Thor Industries

Lake City, Tennessee-based Thor Industries, LLC, filed a Chapter
11 petition (Bankr. E.D. Tenn. Case No. 12-50625) in Greenville on
March 30, 2012.  The Debtor disclosed $11.97 million in assets and
$10.0 million in liabilities as of the Chapter 11 filing.  The
Debtor owns the property in Mountain Lake Marina & RV Resort in
Campground Road, Lake City, Tennessee, worth $11 million and
securing an $8.52 million debt.  The Debtor also owns a property
Hickory Bluff Marina, in Camden County, Georgia, worth $875,000
and securing a $375,000 loan.

Judge Marcia Phillips Parsons oversees the case.  The petition was
signed by R. Steven Williams, Sr., chief manager.


TIB FINANCIAL: Reports $2 Million Net Income in First Quarter
-------------------------------------------------------------
TIB Financial Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $2 million on $2,000 of total interest and dividend income for
the three months ended March 31, 2012, compared with net income of
$1.06 million on $15.84 million of total interest and dividend
income for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$206.28 million in total assets, $27.42 million in total
liabilities and $178.86 million in total shareholders' equity.

"I am very excited about CBF's agreement to acquire Southern
Community Financial Corp.  While shareholder and regulatory
approvals are still pending, Southern Community will expand the
Bank's franchise throughout North Carolina, where we see
significant growth opportunities.  Integration planning is already
underway, and as I have gotten to know more of Southern
Community's workforce, I have been impressed by their
professionalism and their commitment to their customers and their
communities," stated Gene Taylor, Chairman and Chief Executive
Officer of CBF and TIB Financial Corp.

TIB Financial is a majority-owned subsidiary of Capital Bank
Financial Corp.

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

                        http://is.gd/1rnYQn

                     About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp.
-- http://www.tibfinancialcorp.com/-- is a financial services
company with approximately $1.7 billion in total assets and 28
full-service banking offices throughout the Florida Keys,
Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral and
Venice.  TIB Financial Corp. is also the parent company of Naples
Capital Advisors, Inc., a registered investment advisor with
approximately $169 million of assets under advisement.  TIB
Financial Corp., through its wholly owned subsidiaries, TIB Bank
and Naples Capital Advisors, Inc., serves the personal and
commercial banking and investment management needs of local
residents and businesses in its market areas.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of TIB
Financial until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


TNI PHARMACEUTICALS: Meeting to Form Creditors' Panel on May 17
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on May 17, 2012, at 1:00 p.m. in
the bankruptcy case of TNI Pharmaceuticals, Inc.  The meeting will
be held at:

   J. Caleb Boggs Federal Building
   844 King St., Room 5209
   Wilmington, DE 19801

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

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

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


TRIBUNE CO: Files Supplements to Reorganization Plan
----------------------------------------------------
Tribune Company and its debtor affiliates; the Official Committee
of Unsecured Creditors; Oaktree Capital Management, L.P.; Angelo,
Gordon & Co., L.P.; and JPMorgan Chase Bank, N.A., submitted to
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware on May 4, 2012, amended exhibits to the
Fourth Amended Joint Plan of Reorganization.

           Exit Facility and Trust Loan Agreement

On the effective date of the Plan, the Reorganized Debtors may
enter into an asset-based facility or other revolving credit
facility of up to $300 million, with a letter of credit of up to
$100 million.  The proceeds of the exit facility will be used to
finance the working capital needs and general corporate purposes
of the borrowers and their subsidiaries.  However, the Reorganized
Debtors' entry into the Exit Facility is discretionary and is not
a condition to confirmation of effectiveness of the Plan.

Moreover, Reorganized Tribune, as lender, and the Litigation
Trust, as borrower, will enter into a delayed draw facility in the
aggregate principal amount of $20,000,000, to be used for payment
of reasonable and documented costs and expenses of the Litigation
Trust.

Clean and blacklined copies of the exit facility and trust delayed
draw facility are available for free at:

  http://bankrupt.com/misc/Tribune_ExitFacility.pdf
  http://bankrupt.com/misc/Tribune_TrustLoanAgr.pdf
  http://bankrupt.com/misc/Tribune_TrustLoan_blacklined.pdf

    Initial Officers and Directors of Reorganized Tribune

The Plan Proponents identify the name and position of individuals
who will serve as the initial officers of Reorganized Debtors:

  Name                     Current Position
  ----                     ----------------
  Eddy W. Hartenstein      President and Chief Executive Officer

  Chandler Bigelow III     Executive Vice President and Chief
                           Financial Officer

  David P. Eldersveld      Executive Vice President, General
                           Counsel and Corporate Secretary

  Nils E. Larsen           Executive Vice President and Chief
                           Investment Officer

  Donald J. Liebentritt    Executive Vice President and Chief
                           Restructuring Officer

  Daniel G. Kazan          Senior Vice President

  Gwen P. Murakami         Senior Vice President

  Gary Weitman             Senior Vice President

  Michael G. Bourgon       Vice President

  Thomas G. Caputo         Vice President

  Christopher N. Hochshild Vice President

  Brian F. Litman          Vice President and Controller

  Jack Rodden              Vice President and Treasurer

  Patrick M. Shanahan      Vice President

  Shaun M. Sheehan         Vice President

  Nick Chakiris            Assistant Controller

The Plan Proponents also anticipate these individuals to serve as
initial directors of Reorganized Tribune are:

  * Jeffrey S. Berg
  * Brian L. Greenspun
  * Betsy D. Holden
  * William A. Osborn
  * William C. Pate
  * Mark Shapiro
  * Maggie Wilderotter
  * Frank Wood
  * Samuel Zell

A list of directors, managers and officers of Reorganized Debtors
other than Reorganized Tribune is available for free at:

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

Clean and blacklined, as applicable, copies of other amended
exhibits to the Fourth Amended DCL Plan are:

* Terms of Intercompany Settlement, at:
   http://bankrupt.com/misc/Tribune_IntercompanyClaimsPact.pdf

* Terms of New Warrant Agreement, at:
   http://bankrupt.com/misc/Tribune_WarrantAgr.pdf
   http://bankrupt.com/misc/Tribune_WarrantAgr_blacklined.pdf

* Restructuring Transactions, at:
   http://bankrupt.com/misc/Tribune_RestrctringTrans.pdf
   http://bankrupt.com/misc/Tribune_RestrctrngTrans_blacklined.pdf

* Certificate of Incorporation of Reorganized Tribune, at:
   http://bankrupt.com/misc/Tribune_CertofIncorp.pdf
   http://bankrupt.com/misc/Tribune_CertofIncorp_blacklined.pdf

* By-Laws of Reorganized Tribune, at:
   http://bankrupt.com/misc/Tribune_ReorgBylaws.pdf
   http://bankrupt.com/misc/Tribune_ReorgBylaws_blacklined.pdf

* Registration Rights Agreement, at:
   http://bankrupt.com/misc/Tribune_RegRightsAgr.pdf
   http://bankrupt.com/misc/Tribune_RegRightsAgr_blacklined.pdf

* Litigation Trust Agreement, at:
   http://bankrupt.com/misc/Tribune_LitigTrustAgr.pdf
   http://bankrupt.com/misc/Tribune_LitigTrustAgr_blacklined.pdf

* Rejected Executory Contracts and Unexpired Leases, at:
   http://bankrupt.com/misc/Tribune_May4RejContracts.pdf

                June 7 Confirmation Hearing

Judge Carey scheduled the hearing to consider confirmation of the
Fourth Amended DCL Plan to commence on June 7, 2012.

Objections to confirmation of the Plan are due no later than
May 21, 2012.  The Debtors' deadline to file a brief in support
of the confirmation of the Plan is due on June 1.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Court OKs Management Incentive Plan
-----------------------------------------------
Judge Kevin Carey authorized Tribune Co. and its affiliates to
continue their self-funding annual cash Management Incentive Plan
for 2012 for approximately 425 management employees, including top
executives.

The Debtors are permitted to implement the 2012 MIP with an
aggregate payout opportunity of approximately:

(a) $15.0 million -- representing a 50%-of-target payout -- if
     the Company achieves "threshold" performance equal to
     approximately 85% of its "planned" 2012 consolidated
     operating cash flow goal included in the 2012 operating
     plan that was approved by the Company's Board of Directors
     on February 9, 2012;

(b) $30.0 million -- representing a 100%-of-target payout --
     if the Company achieves "target" performance equal to 100%
     of its "planned" 2012 consolidated OCF goal included in
     the 2012 operating plan that was approved by the Board on
     February 9, 2012; and

(c) $45.0 million -- representing a 150%-of-target payout --
     if the Company achieves "maximum" performance equal to
     approximately 127% of its "planned" 2012 consolidated OCF
     goal included in the 2012 operating plan that was approved
     by the Board on February 9, 2012.

With respect to the two 2012 MIP Participants named as defendants
in the matter In re The Official Committee of Unsecured Creditors
of Tribune Company v. Fitzsimons, et al., Case No. 08-13141, any
payment under the 2012 MIP to any such Trust Participant will be
held in an interest-bearing rabbi trust account established for
the benefit of each Trust Participant pending the final
resolution of all claims in the complaint with respect to the
2007 leveraged buy-out of the Company.  Those Trust Participants
will be paid, within 10 days after any such resolution, from the
rabbi trust account, unless:

  (a) the Court or any other court of competent jurisdiction
      enters a final non-appealable order or judgment in the
      Creditors' Committee LBO Litigation finding that, as part
      of the Company's leveraged buy-out transactions in 2007,
      such Trust Participant breached his fiduciary duty or
      committed an intentional tortious wrong, in which event
      such Trust Participant's 2012 MIP payment will be
      forfeited; or

  (b) the Court orders otherwise, in which case such order will
      govern the distribution of those amounts.

In the event the Court or any other court of competent
jurisdiction enters a final non-appealable order or judgment
finding that, as part of the 2007 LBO, a 2012 MlP Participant
breached his or her fiduciary duty or committed an intentional
tortious wrong, then that 2012 MIP Participant will, within 10
days after receiving notice from a representative of the Debtors'
estates of the finality of such an order, repay to the Company
the full amount of the 2012 MIP award payment received by such
2012 MIP Participant.

Judge Carey clarified the granting of the 2012 MIP Motion does
not impact, positively or negatively, any alleged claim of the
Debtors' estates against any 2012 MIP Participant.  If, at any
time prior to the payment of the 2012 MIP award, the Court
identifies, in a decision, order or otherwise, a 2012 MIP
Participant whom, in the opinion of the Court, may have acted in
a manner inconsistent with his or her fiduciary duties or who
may have acted with willful misconduct at any time during the
course of these bankruptcy cases, the Creditors' Committee may
bring a motion to prohibit the identified 2012 MIP Participant
from receiving all or part of his or her 2012 MIP award payment.

The Court granted the Debtors' Motion after a certification of no
objection was filed.

The Court also authorized the Debtors to file under seal an
unredacted copy of Mercer (U.S.), Inc.'s report reviewing the
2012 MIP, as exhibit to the Debtors' Motion.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: WTC Appeals Order on Plan Allocation Disputes
---------------------------------------------------------
Wilmington Trust Company, solely in its capacity as indenture
trustee for the PHONES, took an appeal to the U.S. District Court
for the District of Delaware from Judge Kevin Carey's April 9,
2012 order regarding allocation disputes under Tribune's Chapter
11 Plan.

WTC wants the District Court to review whether the U.S. Bankruptcy
Court for the District of Delaware erred in holding that the
subordination provisions of the PHONES Indenture to the
distribution of the proceeds of two settlements under the Fourth
Amended DCL Plan, or any further amended plan.

Counsel to WTC, William D. Sullivan, Esq., at Sullivan, Hazeltine,
Allinson LLC, in Wilmington, Delaware, argues that WTC is entitled
to appeal as a matter of right under 11 U.S.C. Section 158(a)(1)
as the Allocation Disputes Decision effectively and finally
decided the merits of a key issue, namely the rights of the PHONES
Noteholders to participate, on a pari passu and unsubordinated
basis, in recoveries from the proceeds of the DCL Plan Settlement.

"As the confirmation train rolls down the track, neither the DCL
Plan Proponents, Law Debenture Trust Company of New York, Deutsche
Bank Trust Company Americas, nor Aurelius Capital Management,
L.P., can offer a legitimate reason to delay an appeal of yet
another application of erroneous PHONES subordination
interpretation. An immediate appeal will enhance the proceedings
in the Bankruptcy Court insofar as a decision by the District
Court to reverse the Bankruptcy Court's Allocation Dispute
Decision and Reconsideration Decision would be extremely relevant
to the ultimate confirmation of any plan of reorganization," Mr.
Sullivan argues.

Wilmington Trust filed a motion for leave to file an appeal out of
an abundance of caution in the event that the District Court
determines that the Allocation Disputes Decision is interlocutory
in nature, thereby requiring leave to appeal under Rule 8003(a) of
the Federal Rules of Bankruptcy Procedure.

Mr. Sullivan filed an accompanying declaration appending copies
of, among other things, the Allocation Disputes Opinion and Order
and Memorandum and Reconsideration Opinion and Order.

                          Parties Object

The DCL Plan Proponents and Senior Indenture Trustees oppose WTC's
motion for leave to appeal the Allocation Disputes Decision.

On behalf of the Debtors, J. Kate Stickles, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Wilmington, Delaware, argues
that WTC lacks standing to appeal the Allocation Disputes Decision
because WTC has not been injured, adversely affect or aggrieved by
it.  Indeed, WTC will not be injured, adversely affected or
aggrieved by it unless and until the Bankruptcy Court confirms a
plan actually embodying the interpretation of the PHONES Notes
Indenture set forth in the Allocation Disputes Decision, he points
out.  Even if WTC theoretically had standing, the Allocation
Disputes Decision is not "final" within the meaning of Section
158(a)(1) since the Bankruptcy Court denied confirmation of the
Second Amended Plan and has not yet considered, much less
confirmed, the Fourth Amended DCL Plan recently proposed by the
DCL Plan Proponents, he contends.  WTC has not come even close to
establishing that it should be permitted to pursue a discretionary
interlocutory appeal under Section 158(a)(3), he insists.

In addition, Senior Indenture Trustees Law Debenture and Deutsche
Bank assert that the appeal is neither capable of a quick
determination, nor will its resolution eliminate the need for
future litigation.  "Adjudicating WTC's appeal now only will lead
to a bifurcation of appellate actions related to the distribution
of estate assets and confirmation of a plan and will not eliminate
any issue that the Bankruptcy Court must determine as part of
confirmation," counsel to the Senior Indenture Trustees, Garvan F.
McDaniel, Esq., at Bifferato Gentilotti LLC, in Wilmington,
Delaware, reasons.

                     Plan Allocation Disputes

As reported in the April 16, 2012 edition of the TCR, Judge Kevin
Carey entered a formal order decreeing that the disputes relating
to how recoveries under Tribune Co.'s proposed reorganization plan
should be allocated are resolved for reasons set forth in a
memorandum opinion dated April 9, 2012.

The Allocation Disputes are resolved, subject to, conditioned
upon, and for the purpose of obtaining confirmation of a Chapter
11 plan substantially in the form of the Third Amended Plan.

Tribune Chairman Samuel Zell came out the biggest loser in the
wake of the Court's recent decision, Peg Brickley of The Wall
Street Journal wrote.  Judge Carey determined that the Zell-
controlled EGI-TRB LLC Notes are at the bottom of Tribune's
capital structure.  Mr. Zell's claims ranked last in the
Chapter 11 payments priority scheme, lagging behind holders of
PHONES notes, which are allowed in the aggregate amount of
$759 million.

Mr. Zell, who called the buyout "deal from hell," put only $315
million of his own money at risk in the deal, the report noted.
In recent litigation, his investment venture attempted to get
equal footing with other low-ranking creditors when it comes to
sharing recovery, on the basis of a claim for $225 million, the
report noted.  The attempt failed, the report said.

A copy of the Court's April 9, 2012 Memorandum Regarding
Allocation Disputes is available at http://is.gd/2SE6pPfrom
Leagle.com.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIDENT USA: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Sparks, Md.-based Trident USA Health Services
LLC. Our rating outlook is stable.

"We assigned Trident's proposed $225 million first-lien credit
facility our 'B+' issue rating (one notch higher than the 'B'
corporate credit rating on the company) with a recovery rating of
'2', indicating our expectation of substantial (70% to 90%)
recovery for lenders in the event of a payment default. The
facility consists of a $50 million revolving credit facility due
2016 and a $175 million term loan due 2017," S&P said.

"Additionally, we assigned the company's proposed $100 million
second-lien term loan due 2017 our 'CCC+' issue rating (two
notches lower than the 'B' corporate credit rating) with a
recovery rating of '6', indicating our expectation of negligible
(0 to 10%) recovery for lenders in the event of a payment default.
The debt is being co-issued by Trident subsidiaries MX USA
Inc. and Kan-Di-Ki LLC," S&P said.

"Our rating on Trident reflects our assessment of the company's
business risk profile as 'weak' and the financial risk profile as
'highly leveraged,'" S&P said.

"We expect revenue to increase by approximately 10% per year,
primarily reflecting continued acquisitions and the expansion of
service offerings to existing and acquired customers, along with
steady reimbursement rates on both the federal and state levels,"
said Standard & Poor's credit analyst John Bluemke. "We expect
overall EBITDA margins to increase by approximately 250 basis
points (over actual 2011 margins), primarily driven by higher
margin X-ray and ultrasound businesses."

"Trident's highly leveraged financial risk profile is reflected in
our calculation of debt to EBITDA (pro forma for the new debt of
6.0x as of Dec. 31. 2011) declining to about 5.3x at the end of
2012. Discretionary cash flow was below $15 million for the past
two years; while we expect approximately $20 million to $25
million of discretionary cash flow on an annual basis, we believe
the company will use the majority to fund its acquisition
strategy, rather than lowering debt. We do not expect any
shareholder dividends," S&P said.


TRONOX INC: Anadarko Wins Dismissal of Fraudulent Transfer Suit
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Tronox Inc. were blocked from suing
Anadarko Petroleum Corp. at the trial beginning May 15.  The U.S.
bankruptcy judge in New York read an opinion into the record May 8
explaining why Tronox's fraudulent transfer theories only work
against Anadarko's Kerr-McGee Corp. unit.

According to the report, Tronox's complaint alleges that Kerr-
McGee accumulated "massive" environmental and retiree liabilities
during its 70 years in business.  To shed actual and contingent
debt, Kerr-McGee first transferred what the complaint calls
"clean" businesses into a new company, leaving behind what would
later be known as Tronox.  The leftovers were spun off as Tronox
in March 2006, so valuable oil and gas properties wouldn't be
liable for environmental claims.  In the lawsuit, Tronox creditors
and the U.S. are suing to recover billions in environmental
remediation costs saddling Tronox when spun off from Kerr-McGee.
Within 90 days of the spinoff, the complaint says that Anadarko
made a buyout offer and subsequently acquired Kerr-McGee for $18.4
billion in August 2006.

The report discloses that U.S. Bankruptcy Judge Allan L. Gropper
ruled May 8 that Anadarko can't be considered the recipient of
fraudulently transferred property simply because it exercised
domination and control over Kerr-McGee. He noted how the Kerr-
McGee assets were never transferred to Anadarko. Gropper indicated
that keeping the Kerr-McGee assets insolated might be evidenced at
trial of an intention to avoid fraudulent transfer liability.

Mr. Rochelle notes that the loss of Anadarko as a defendant might
make little difference ultimately.  If Tronox wins a judgment,
Anadarko must decide whether to pay the judgment or allow the
Kerr-McGee assets to be taken over.  If Tronox can't collect a
judgment in full, it could then file new fraudulent transfer suits
for dividends that Kerr-McGee paid to parent Anadarko since the
acquisition.

In January, Gropper ruled that there is no cap on damages that
Anadarko might have to pay. One method would peg damages at $15.5
billion, he said.

The lawsuit is Tronox Inc. v. Anadarko Petroleum Corp. (In
re Tronox Inc.), 09-1198, U.S. Bankruptcy Court, Southern
District of New York (Manhattan).

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


UNIGENE LABORATORIES: Incurs $6 Million Net Loss in First Quarter
-----------------------------------------------------------------
Unigene Laboratories, Inc., reported a net loss of $6.01 million
on $1.75 million of total revenue for the three months ended
March 31, 2012, compared with a net loss of $6.64 million on $2.12
million of total revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2012, showed
$14.07 million in total assets, $74.83 million in total
liabilities, and a $60.75 million total stockholders' deficit.

Cash and cash equivalents at March 31, 2012, totaled $3.7 million,
a decrease of $952,000 from Dec. 31, 2011.

Ashleigh Palmer, Unigene's President and CEO stated, "Addressing
Unigene's balance sheet remains our highest priority challenge.
We fully understand our current capital structure threatens the
Company's viability going forward.  However, we remain committed
to executing on our 2012 corporate milestones and finding
solutions to retire our inherited debt and restructure our balance
sheet."

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

                        http://is.gd/clyidp

                          About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.


UNITED CONTINENTAL: Names J. Rainey as Chief Financial Officer
--------------------------------------------------------------
John Rainey has been named executive vice president and
chief financial officer of United Continental Holdings, Inc.,
succeeding Zane Rowe.

In his new position, Mr. Rainey is responsible for the overall
financial operations of the holding company and its operating
subsidiaries, including corporate finance, treasury, financial
planning and analysis, tax, accounting, investor relations,
fleet, procurement, internal audit and risk management.  Mr. Rowe
is leaving United to take a non-financial position at Apple Inc.

Mr. Rainey most recently has been senior vice president of
financial planning and analysis for United.  He previously served
as vice president of financial planning and analysis for
Continental Airlines from 2005 to 2010 and joined the company in
1997.  Prior to joining Continental, Mr. Rainey worked at Ernst &
Young LLP.  He holds a bachelor's degree in business
administration and master's in business administration from
Baylor University.

In connection with Mr. Rainey's promotion, the Company entered
into an employment agreement with Mr. Rainey that is parallel in
format to the executive officer employment agreements that were
reviewed and approved by the Compensation Committee of the
Company's Board of Directors in connection with the merger of
United Air Lines, Inc. and Continental Airlines, Inc., according
to an April 16, 2012 regulatory filing with the U.S. Securities
and Exchange Commission.

Those employment agreements, and the agreement with Mr. Rainey,
are designed to be consistent with current market practices and
to establish a degree of comparability with the programs offered
to similarly situated executives of Continental and United prior
to the Merger, says Mr. Smisek.  Specifically, the employment
agreement has an initial term that expires on September 30, 2012
(the two year anniversary date of the Merger closing) and will
renew automatically for additional one-year periods unless notice
of non-renewal is provided.  No payments are due if the Company
elects to terminate the employment agreement at the end of the
initial or any subsequent term.  The agreement with Mr. Rainey
provides an annual base salary of $750,000 and a 2012 annual
target incentive compensation opportunity equal to 125% of his
annual base salary.

Pursuant to the employment agreement, Mr. Rainey also will be
eligible to receive grants under the long-term incentive plans
maintained by the Company at the discretion of the Compensation
Committee.  The Compensation Committee approved the employment
agreement and the grant of additional long-term incentive awards
to Mr. Rainey, effective upon his promotion.  These awards
include Long-Term Relative Performance Awards, Performance-Based
RSUs, and Restricted Stock Awards, the forms of which awards are
described in Item 9B. Other Information of the Company's Annual
Report on Form 10-K for the year ended 2010.

The employment agreement provides Mr. Rainey certain payments and
benefits upon termination of employment. In the event he is
terminated by the Company without "cause" or he terminates for
"good reason," Mr. Rainey will receive a cash severance payment
equal to two times the sum of his annual base salary and target
annual incentive compensation opportunity as in effect immediately
prior to termination, a pro-rata cash payment equal to the portion
of his annual target incentive compensation opportunity for the
year of termination, and continued coverage pursuant to the
Company's or an affiliate's welfare benefit plans for 24 months
following termination. In the event the termination occurs after
October 1, 2012 (the second anniversary of the completion of the
Merger), no pro-rata annual target incentive compensation
opportunity will be paid.  In the event Mr. Rainey is terminated
by the Company without "cause" or Mr. Rainey terminates for "good
reason" or by reason of death or disability, the long-term
incentive awards held by him as of the completion of the Merger
will become vested and payable, provided that certain of such
long-term incentive awards will be payable on a pro-rated basis
under certain circumstances.

In accordance with the Company's decision to eliminate gross-up
payments for the excise taxes that may be levied on "excess
parachute payments" (within the meaning of Section 280G of the
Internal Revenue Code of 1986) made to executive officers and
certain other individuals upon a change in control, Mr. Rainey is
not entitled to a gross-up payment except to the extent provided
with respect to pre-Merger awards that included such provisions
under the pre-Merger plan or program under which such award was
granted.  The employment agreement provides that in the event Mr.
Rainey receives any excess parachute payments, he will have to
either pay the excise tax without any assistance from the Company
or its affiliates or have the payments reduced, if it would be
more favorable to him on an after-tax basis.

Upon termination of employment other than by the Company for
"cause," Mr. Rainey will continue to receive travel privileges
under the Company's Officer Travel Policy.  The travel privileges
allow the Company's officers and their family members and
significant others travel on the Company's flights and certain
airline partners (subject to an annual cap).  Officers, their
spouses, and children also would retain access to certain
facilities and status on the Company?s flights.

The employment agreement provides that all termination payments
and obligations of the Company or its affiliates are subject to
receipt of a signed and irrevocable release agreement relating to
certain legal claims and liabilities against the Company or its
affiliates, other than certain claims arising following
termination, related to post-termination obligations under the
employment agreement or obligations under certain benefit
programs.  Mr. Rainey will be subject to post-termination
restrictive covenants during a limited time period relating to
solicitation or hiring of any employee of the Company or its
affiliates and certain non-competition obligations.  In addition,
he will be bound by an obligation of confidentiality and non-
disparagement for an indefinite duration with respect to the
Company and its affiliates.

                     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.

United Air Lines, UAL Corporation and their affiliates 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: United Pilots Want Release From Talks
---------------------------------------------------------
United Air Lines, Inc. provided updates on its efforts to fully
integrate the United and Continental work groups.

Specifically, flight attendants represented by the Association of
Flight Attendants (AFA) ratified a new labor agreement with the
company on February 28, 2012.

"We are pleased that our United flight attendants ratified this
agreement, and will now start joint negotiations to develop a
contract to bring all of our flight attendants together," said
Sam Risoli, senior vice president of Inflight for United.  "We
have a lot of work ahead of us and look forward to productive
discussions with the AFA."

The new agreement covers approximately 15,000 United flight
attendants at the company's United Airlines subsidiary located
throughout the United States and several international bases.
The company and the AFA will soon commence negotiations for a
joint collective bargaining agreement for flight attendants at
United, Continental and Continental Micronesia.  Continental
flight attendants ratified their collective bargaining agreement
in February 2011.

                          United Pilots

Pilots at United said they will ask a federal mediator to release
them from further talks if the carrier does not commit to making
a deal by June 1, The Associated Press reported.

On February 28, United disclosed that it has reached an extension
of the Transition and Process Agreement with the ALPA Master
Executive Councils for both United and Continental pilots.  The
agreement contains modifications of the initial agreement which
facilitate the conclusion of joint collective bargaining
negotiations.

In the middle of April, ALPA at United chief Jay Heppner had said
the pilots group would ask on April 30 to be released from talks
with the carrier, AP relayed.  The report noted that a release
from negotiations is one step of many required before an airline
union can strike.  The report further said that mediators often
refuse such requests and direct two sides to keep talking.

The union alleged that the carrier is purposely slowing
negotiations so that it can keep hiring regional and foreign
airlines to do the flying that had been done by United pilots, AP
relayed.  United said in a statement that it is committed to
reaching agreements quickly, provided that "those agreements must
be fair to the company and fair to employees," the report cited.

The union also distributed to pilots a study citing that 77% of
the carrier's domestic flights are done by regional carriers and
that United employs 20,000 fewer people than it did in 2000
despite its merger with Continental, AP reported.

United alone employed 96,646 people in 2000 compared to 81,400 at
the combined carrier as of January, according to data from the
Bureau of Transportation Statistics obtained by The Associated
Press.  The report added that U.S. airlines laid off thousands of
workers during the 2000s and United went bankrupt as well.

A separate report from The Wall Street Journal said the ALPA at
Continental was taken by surprise by the union's branch at
United's plan to be released from the talks.  The report noted
that negotiators from both pilot branches and the company agreed
on a process and a timeline designed to reach a deal by mid-June.
Capt. Jay Pierce, chief of the Continental ALPA group, said he
will meet with Capt. Heppner to learn more details of his plan
and "are in the process of fathering additional information . . .
to determine how best to move forward from this point," the
report related.

                     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.

United Air Lines, UAL Corporation and their affiliates 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: Shared $265-Mil. in Profits to Employees
------------------------------------------------------------
United Continental Holdings Inc. distributed $265 million in
profit sharing to employees based on the combined full-year
financial results of its subsidiaries, United Airlines and
Continental Airlines, according to a February 13, 2012 public
statement.  The company is paying eligible employees approximately
5% of their annual pay for profit sharing.

"My co-workers worked together all year to deliver solid financial
results, reliable operational performance and excellent customer
service," said Jeff Smisek, United Continental Holdings' President
and CEO.  "We are sharing the results of working together by
distributing more than a quarter of a billion dollars in profit
sharing."

Mr. Smisek delivered profit-sharing checks to employees on Feb. 14
at the airline's hubs at Bush Intercontinental Airport in Houston
and O'Hare International Airport in Chicago.  Other officers of
the company also traveled to locations around the globe to
distribute profit sharing to employees.

In addition to profit sharing, co-workers of the combined company
earned cash incentive payments for on-time performance totaling
$40 million during 2011.  The on-time incentive program pays up
to $100 monthly when the combined airline hits targets for on-
time domestic and international arrivals.  The program reinforces
the new United's commitment to working together to deliver
outstanding performance for its customers.

                     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.

United Air Lines, UAL Corporation and their affiliates 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: Registers Securities for Offerings
------------------------------------------------------
United Continental Holdings, Inc. filed with the U.S. Securities
and Exchange Commission on April 27, 2012, a registration
statement using "shelf" registration process for securities that
may be sold in one or more offerings from time to time.

Specifically, the securities to be registered are:

* Common Stock of United Continental Holdings, Inc.
* Debt Securities of United Continental Holdings, Inc.
* Depositary Shares of United Continental Holdings, Inc.
* Guarantees of United Continental Holdings, Inc.
* Preferred Stock of United Continental Holdings, Inc.
* Stock Purchase Contracts of United Continental Holdings, Inc.
* Stock Purchase Units of United Continental Holdings, Inc.
* Subscription Rights of United Continental Holdings, Inc.
* Warrants of United Continental Holdings, Inc.
* Debt Securities of United Air Lines, Inc.
* Guarantees of United Air Lines, Inc.
* Pass Through Certificates of United Air Lines, Inc.
* Debt Securities of Continental Airlines, Inc.
* Guarantees of Continental Airlines, Inc.
* Pass Through Certificates of Continental Airlines, Inc.

The Company may, and any selling security holder may, offer the
securities independently or together in any combination for sale
directly to purchasers or through underwriters, dealers or agents
to be designated at a future date.  Unless otherwise set forth in
a prospectus supplement, the Company will not receive any
proceeds from the sale of securities by any selling security
holders.  Moreover, this prospectus may not be used to offer or
sell any securities unless accompanied by a prospectus
supplement.

The common stock of the Company is traded on the New York Stock
Exchange under the symbol "UAL."

A full-text copy of the prospectus is accessible for free at:

                      http://is.gd/cZCk5G

                     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.

United Air Lines, UAL Corporation and their affiliates 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 WESTERN: Seeks Approval of Employees' Compensation Plan
--------------------------------------------------------------
BankruptcyData.com reports that United Western Bancorporation
filed with the U.S. Bankruptcy Court a motion to approve an
incentive-based compensation plan for certain employees.

The motion explains, "Debtors' efforts to sell the Real Estate and
to get recovery from the OCC cannot succeed absent the assistance
of four employees of UWBK - namely Theodore J. Abariotes, Chief
Restructuring Officer; Guy Gibson, President and Chief Executive
Officer; Michael A. Stallings, Senior Vice President; and Jamie
Yancy, Chief Technology Officer (collectively, 'the Employees) -
who have worked for the Company for years and who possess the
institutional knowledge and expertise to perform the functions
required to assist in the sale of the Real Estate and the
Litigation. The employees are intimately familiar with the
Company, its history, its subsidiaries, its operations, and its
books and records. Accordingly, UWBK seeks the Court's approval of
its plan to pay these employees on a performance basis for their
ongoing work with regard to the Litigation and sale of the Real
Estate ('Plan')."

The motion continues, "Post-petition, the Company has eliminated
five full time employees. There are currently seven Company
employees. Besides the Employees, there are three remaining
employees who have each agreed to reduce their salaries to $16,640
a year. One of these three employees is being terminated on
May 15, 2012. As a result of the reduction in the Company head
count, the Employees are taking on additional duties and
responsibilities, including payroll, bookkeeping, human resources,
accounting and other operational functions previously handled by
other employees. The Employees are expanding their duties and
responsibilities without being compensated for such additional
duties and responsibilities. This, along with the needs of the
Company with regard to sale of the Real Estate and the Litigation,
has created the need to provide these Employees with performance-
based compensation."

                        About United Western

United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.  Harvey Sender, Esq., at Sender & Wasserman, P.C.,
represents the Debtor.  Judge A. Bruce Campbell presides over the
case.

The Debtor, formerly known as Matrix Bancorp Inc., estimated
assets of up to $10 million and debts of $50 million to
$100 million as of the Chapter 11 filing.  The schedules say that
liabilities total $53.3 million, of which $40.5 million is
unsecured.


VALIDUS REINSURANCE: Fitch Holds 'BB+' Rating on Junior Sub. Notes
------------------------------------------------------------------
Fitch Ratings has affirmed the 'A-' Insurer Financial Strength
(IFS) rating of Validus Reinsurance, Ltd. (Validus Re), the
principal reinsurance operating subsidiary of Validus Holdings,
Ltd. (Validus).  Fitch has also affirmed Validus' 'BBB+' Issuer
Default Rating (IDR), 'BBB' senior unsecured notes rating, and
'BB+' rating for Validus' junior subordinated debt instruments.
The Rating Outlook remains Positive.

The ratings action follows Fitch's normal periodic review of
Validus' financial profile and recent performance.  The
affirmation reflects Validus' continued solid operating results
relative to peers that focus on catastrophe reinsurance and other
short tail specialty lines.

Most recently, Validus' performance for the first quarter of 2012
included record net earnings of $124 million and a solid combined
ratio of 85%, despite $98 million (22 combined ratio points) of
pre-tax notable losses, largely in connection with the sinking of
the Costa Concordia cruise ship.

Fitch also notes favorably that Validus was able to produce a
modest underwriting profit and a $21 million net profit in 2011,
when many of its comparably rated peers generated significant
underwriting losses and sizable negative net income.  This
favorable trend provides Fitch with increased confidence in the
company's underwriting and risk management processes.

Key ratings triggers that could lead to an upgrade include
Validus' ability to demonstrate continued solid performance,
including underwriting results and overall profitability that
outperform comparably rated peers over the next 12 to 18 months.

This assumes that the company also maintains solid capitalization
with net written premium-to-equity and asset leverage ratios at or
near recent levels of 0.5 times (x) and 2.3x, respectively, while
loss reserve development remains neutral to favorable.

Key ratings triggers that could lead to a Negative Rating Outlook
or a ratings downgrade include a significant deterioration in the
company's underwriting performance relative to peers.  Likewise, a
weakening of Validus' capitalization metrics or a material
increase in underwriting leverage (measured by traditional
premiums written to equity ratios) to levels in excess of 1.0x or
asset leverage to levels in excess of 3.0x could result in an
Outlook revision or ratings downgrade.

In addition, a material increase in Validus' debt-to-capital ratio
to levels in excess of 25% or decrease in run rate interest
coverage ratios to the low single digits for a period of
consecutive years could cause Fitch to downgrade the company's
debt ratings.

Validus' ratings continue to reflect the company's record of
strong underwriting profitability in periods that are not impacted
by large catastrophe events.  Validus' ratings also contemplate
the company's solid capitalization, and high-quality and liquid
investment portfolio that supports the company's loss reserves.

These favorable characteristics are partially offset by Validus'
significant exposure to earnings and capital volatility derived
from its property catastrophe reinsurance products, most recently
evidenced by the company's roughly $191 million of combined losses
from the Japanese and New Zealand earthquake events in 2011.
Validus' ratings also reflect its comparatively short operating
history and rapid growth, as well as the current competitive
market conditions and low interest rate environment.

Fitch believes that Validus' capitalization provides adequate
protection for the underwriting and investment risks the company
faces.  Fitch views Validus' capitalization as characterized by
reasonable operating leverage ratios, annualized net premiums-to-
equity of 0.5x for 2011, and a moderate debt-to-capital ratio
(including hybrid securities) which was roughly 13% at March 31,
2012.

Fitch affirms the following ratings:

Validus Holdings, Ltd.

  -- IDR at 'BBB+'; Outlook Positive;
  -- 8.875% senior unsecured notes due 2040 at 'BBB';
  -- 9.07% junior subordinated deferrable debentures due June 2036
     at 'BB+';
  -- 8.48% junior subordinated deferrable debentures due June 2037
     at 'BB+'.

Validus Reinsurance, Ltd.

  -- IFS at 'A-'; Outlook Positive.


VANTAGE SPECIALTY: S&P Rates Corporate Credit 'B'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Chicago-based Vantage Specialty Chemicals Inc.
(Vantage). The outlook is stable.

"At the same time, we assigned our 'B' issue ratings and '3'
recovery ratings to subsidiary Vantage Specialties Inc.'s and
Vantage Oleochemicals Inc.'s $60 million revolving credit facility
and $240 million senior secured term loan. The '3' recovery rating
indicates our expectation of a meaningful recovery (50% to 70%),"
S&P said.

"The ratings on Vantage reflect our assessment of the company's
business risk profile as 'weak' and financial profile as 'highly
leveraged'," said Standard & Poor's credit analyst Paul Kurias.
"The ratings reflect Vantage's leading positions in a niche market
for oleochemicals and specialty derivatives, which its very
aggressive financial policies offset.' Vantage used proceeds from
the transaction to mainly refinance existing debt following its
Jan. 5, 2012, acquisition by private equity sponsor, The Jordan
Co. (unrated)."

"We expect Vantage's credit metrics to be consistent with a highly
leveraged financial profile, with the ratio of funds from
operations (FFO) to total adjusted debt of 5%-10%--the ratio is
slightly below 12% when pay-in-kind (PIK) preferred capital is
treated as equity. We adjust debt to include the present value of
operating leases and PIK preference capital. Although we recognize
the qualitative benefits the PIK securities provide to the company
in terms of the lack of debt service from a cash flow standpoint,
these instruments do not receive equity credit under our hybrid
criteria for financial ratio analysis because we question their
permanence. We do not expect Vantage to reduce debt levels
significantly over the next several years, but, based on our
scenario forecasts, we expect it to generate positive free cash
flow. In our forecasts, we assume that cash flow will mainly fund
potential growth plans and investments, and not measurable debt
reduction. Still, we expect modest improvements in leverage given
our assumptions for gradual EBITDA improvements and our
expectation that management will approach growth prudently,
generating adequate returns on its investments. Our expectation at
the rating is that FFO to total adjusted debt will remain slightly
below 10% over the next two years," S&P said.

"Vantage is a large domestic producer of mainly tallow-based, but
also vegetable oil-based, chemicals and derivatives. The company
has grown over the past three years mainly through acquisitions of
related businesses. Its oleochemical and specialty derivatives are
important inputs in end-customer products. Vantage also benefits
from being on the favorable side of trends toward environmentally
friendly 'natural' products versus hydrocarbon-based alternatives
in end applications such as personal care products and food
additives. Good market shares and the ability to customize
products to meet specific customer requirements contribute to its
favorable market position," S&P said.


XPRESSMEDCARE LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: XpressMedCare, LLC
        dba MedExpress
        13671 Georgia Ave.
        Silver Spring, MD 20901

Bankruptcy Case No.: 12-18682

Chapter 11 Petition Date: May 7, 2012

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  THE LAW OFFICES OF RICHARD B. ROSENBLATT
                  30 Courthouse Square, Suite 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  E-mail: rrosenblatt@rosenblattlaw.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 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mdb12-18682.pdf

The petition was signed by Sani Shahram, managing member.

Affiliate that previously filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Sani Shahram                           11-33745   12/05/11


XTREME GREEN: Obtains $250,000 Loan from Byron Georgiou
-------------------------------------------------------
Xtreme Green Products Inc. received a loan in the principal amount
of $250,000 from Byron Georgiou, a principal stockholder of the
Company.  The loan is due Sept. 8, 2012, together with outstanding
loans in the principal amount of $1,250,000 previously advanced by
Mr. Georgiou and bears interest at the rate of 12% per annum.
Interest over the entire amount is payable in $15,000 monthly
increments, except that the first payment in the amount of $12,500
is due on May 8, 2012.  At the option of the lender at any time,
the entire loan is convertible into shares of common stock of the
Company at $0.40 per share.

In connection with the loan, the Company has agreed to issue to a
family trust controlled by Mr. Georgiou (i) 250,000 shares of
common stock, and (ii) warrants to purchase 625,000 shares at $.40
per share, exercisable until May 31, 2015, warrants to purchase
625,000 shares at $.65 per share exercisable until May 31, 2016,
and warrants to purchase 625,000 shares at $.75 per share
exercisable until May 31, 2017.

In addition, the Company agreed to add the state of Arizona to the
lender's exclusive territory for distribution of the Company's
products.

All securities were issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as
amended, under Section 4(2) thereunder, as they were issued
without general solicitation and represented by certificates that
were imprinted with a restrictive legend.  In addition, the
recipient was provided with sufficient access to Company
information.

                        About Xtreme Green

Based in North Las Vegas, Nev., Xtreme Green Products Inc. is an
eco-vehicle company that designs, develops and manufacXtures
revolutionary, green, 100% electric powered products such as
Personal Mobility Vehicles (PMVs), Motorcycles & Scooters, (ATVs)
All Terrain Vehicles, (UTVs) and Utility Terrain Vehicles.

The Company reported a net loss of $2.16 million in 2011, compared
with a net loss of $2.12 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.25 million
in total assets, $2.41 million in total liabilities and a $1.16
million total stockholders' deficit.

After auditing the 2011 financial statements, Kingery & Crouse PA,
in Tampa, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses from
operations and has working capital and stockholder deficiencies.


* Moody's Says Global Speculative-Grade Corp. Default Rate Up
-------------------------------------------------------------
Moody's trailing 12-month global speculative-grade corporate
default rate rose to 2.6% in April, up from a revised 2.5% in
March and 2.4% in April 2011, says Moody's Investors Service in
its monthly default report. A total of 26 Moody's-rated corporate
debt issuers have defaulted so far this year, three of which
defaulted in April.

The default rate was revised to reflect three backfilled defaults
including distressed exchanges by Radian Group and Piraeus Bank,
which Moody's considers events of default.

"After a surprising number of defaults in March, we've recorded
only three events from two corporate families in April," notes
Albert Metz, Managing Director of Credit Policy Research. "As yet
there is no evidence that the default trend has truly changed. We
continue to forecast a moderate default rate over the next year."

In the US, the speculative-grade default rate ended April at 3.0%,
slightly up from the previous month's revised level of 2.9%, while
in Europe the rate edged lower to 2.8% from 3.0% in March. At this
time last year, the US rate was 2.6% and the European default rate
was 2.1%.

Based on its forecasting model, Moody's expects the global
speculative-grade default rate to rise to 3.1% by the end of 2012,
and decrease to 2.8% in April 2013. These rates are relatively low
compared to the historical average of 4.8% since 1983. Across
industries, Moody's expects default rates to be highest in the
Media: Advertising, Printing & Publishing sector in the US and the
Energy: Oil & Gas sector in Europe.

By dollar volume the global speculative-grade bond default rate
remained unchanged at 1.7% from March to April. Last year, the
global dollar-weighted default rate stood at 1.5% in April.

In the US, the dollar-weighted speculative-grade bond default rate
held steady at 1.5% in April. The comparable rate was 1.4% in
April 2011.

In Europe, the dollar-weighted speculative-grade bond default rate
eased from 2.4% in March to 2.3% in April. At this time last year,
the European speculative-grade bond default rate was 1.9%.

Moody's distressed index fell to 17.0% in April, from 17.2% at in
March. A year ago, the index was much lower at 6.0%. The
distressed index is a measure of the percentage of high-yield
issuers that have debt trading at distressed levels.

The trailing 12 month US leveraged loan default rate ended April
at 1.8%, down from at 2.1% in March. A year ago, the loan default
rate was 2.2%.


* Moody's Changes Outlook on US Coal Industry to Negative
---------------------------------------------------------
Moody's Investors Service has changed its outlook for the
fundamentals of the US coal industry to negative, as persistently
low natural gas prices continue to reduce the electricity sector's
demand for coal. Moody's expects operating margins for coal
producers to deteriorate this year, and for prices for US coal
deliveries to decline at least 5% in 2013.

Moody's also expects that some of the decline in US coal
consumption will be permanent.

"A regulatory environment that puts coal at a disadvantage, along
with low natural gas prices, have led many utilities to increase
or accelerate their scheduled coal-plant retirements," says
Moody's Vice President -- Senior Analyst Anna Zubets-Anderson,
author of the Industry Outlook "Coal Outlook Negative as Producers
Grapple With Weak Prices and Drop in Power Demand."

"In addition, newly proposed US carbon dioxide regulations would
effectively prohibit new coal plants by requiring new projects to
adopt technology that is not yet economically feasible," says
Zubets-Anderson.

Moody's expects US coal demand from power plants to drop by 100
million tons by 2020.

More immediately, operating margins for the coal producers will
decrease this year as cash costs increase amid lower delivery
volumes. Because most US producers have contracts that sell coal
at prices above the spot market price, the prices at which they
sell coal will not generally drop until next year, when the
contracts expire. During 2013, Moody's expects averaged delivered
prices to decline by at least 5% from 2012 levels.

Moody's negative outlook for the US coal industry reflects its
expectations that the US electric sector's coal consumption will
decline by at least 5% over the next 12-18 months. If Moody's
expected power consumption to grow by 0%-5% year-over-year over
the next 12-18 months, the agency could change the outlook to
stable. If the US power sector's coal consumption looked set to
grow by more than 5%, the outlook for the coal sector could change
to positive, Moody's said.

Moody's industry outlooks reflect its expectations for the
fundamental business conditions in the industry over the next 12
to 18 months.


* Supreme Court's Barton Still Good Law After 131 Years
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Philadelphia ruled that
a case 131 years ago from the U.S. Supreme Court is still good law
when it comes to barring lawsuits against bankruptcy trustees.
In the same opinion, the Third Circuit explained how Section
929(a) of the Judiciary Code is harmonized with the notion that
bankruptcy trustees, and companies in Chapter 11, can't be sued.

According to the report, the case involved a landowner who sought
permission in bankruptcy court to sue a Chapter 7 trustee in state
court and resolve a dispute over state law involving real
property.  The trustee responded by alluding to the Supreme
Court's 1881 decision in Barton v. Barbour and its prohibition
against suing trustees without permission from the appointing
court.  The bankruptcy judge allowed the suit to proceed in state
court, while saying that Barton was antiquated and probably no
longer good law.

The report discloses that Circuit Judge D. Michael Fisher in his
May 4 opinion disagreed with the bankruptcy judge's ruling.  Judge
Fisher agreed with the six other circuit courts that have
addressed the issue and decided that permission from the
bankruptcy court is required before suing a trustee.  He said that
Barton wasn't invalidated by Section 959(a), which was adopted in
its original form six years after the decision.  Section 959(a)
says that a trustee for a company in Chapter 11 "may be sued,
without leave of the court appointing them, with respect to any of
their acts or transactions in carrying on business connected with
such property."  Judge Fisher said that the section was intended
to create an exception to Barton where the trustee is continuing
the business, "rather than simply administering the estate."  Had
Congress intended to abrogate Barton by the adoption of the
Bankruptcy Code in 1978, "it would have done so explicitly," Judge
Fisher said.

The case is In re VistaCare Group LLC, 11-2695, U.S. Court of
Appeals for the Third Circuit (Philadelphia).



* Rust Omni Nabs Epiq's Ryan and KCC's Voorhies-Kantak
------------------------------------------------------
Rust Omni, the bankruptcy administrative services division of Rust
Consulting, Inc., a SourceHOV company, disclosed the hirings of
Mitch Ryan and Nellwyn Voorhies-Kantak, Esq., as vice presidents
of sales and marketing.

"I am very excited that Mitch and Nellwyn have chosen to join our
team," Brian Osborne, president of Rust Omni, said.  "Adding two
people of this caliber is a clear message to the industry that
Rust Omni is offering a fresh alternative."

Ryan has nearly 15 years of management and sales experience in the
legal administration services industry, including the past five as
director of sales and marketing for Epiq Systems.  He is a member
of the Board of Directors for the American Bankruptcy Institute as
well as a contributing member on numerous committees there and at
the Turnaround Management Association.

"I am thrilled to join the Rust Omni team," Ryan said.  "Our
expertise and experience mean clients can count on us for high-
value administrative services."

Voorhies-Kantak has 20 years of legal experience, most recently as
a director for Kurtzman Carson Consultants.  She maintains an
active presence in the industry, serving as Vice-Chair of the
American Bankruptcy Institute West Regional Endowment, Vice-Chair
of the American Bar Association (ABA) Claims Subcommittee of the
Business Bankruptcy Committee of the Business Law Section and Co-
Chair of the International Women's Insolvency & Restructuring
Confederation (IWIRC) Southern California Network.

"Rust Omni is committed to servicing its clients with cutting edge
technology and personal service," Voorhies-Kantak said. "I
couldn't be happier to join this talented, emerging team."

                        About Rust Omni

Rust Omni, the bankruptcy administrative services division of Rust
Consulting, Inc., a SourceHOV company, is a nationally recognized
industry leader with offices in Los Angeles and New York.  Rust
Omni offers ground-breaking technology that is revolutionizing the
administrative process.  Since the firm's inception in 1969, Rust
Omni has been involved in some of the nation's most successful and
complex chapter 11 proceedings, with clients such as Perkins Marie
Callender's, Mervyn's Holdings, Blockbuster, Inc. (Committee),
Innkeeper USA Trust, Borders Group (Committee), Owens Corning,
Harry & David (Committee), Refco Inc., eToys Direct LLC, Monaco
Coach Corporation, Sizzler Restaurant Corporation and Global
Crossing.


* Timothy Walsh Heads McDermott's Int'l Restructuring Practice
--------------------------------------------------------------
International law firm McDDermott Will & Emery LLP on May 9
announced the appointment of highly regarded senior restructuring
lawyer Timothy W. Walsh as international head of its Restructuring
& Insolvency practice.  The move is part of the Firm's strategic
initiative to significantly expand its worldwide restructuring and
bankruptcy capabilities.

Mr. Walsh, who joins from an AmLaw Top 5 corporate law firm where
he served as partner and Vice Chair of that firm's Restructuring
Practice Group, brings more than 20 years' experience leading some
of the largest and most complex restructuring and bankruptcy
proceedings through the United States and throughout the world.
He focuses his practice on all aspects of restructuring
transactions in major domestic and cross-border bankruptcy-related
proceedings as well as out-of-court restructurings.

"We are honored to welcome Tim as head of our international
Restructuring & Insolvency practice," said McDermott co-chair
Peter J. Sacripanti.  "Tim is considered one of New York's most
highly respected restructuring and bankruptcy lawyers and we are
confident that he will help us significantly expand this important
practice area.  His broad experience advising all participants in
high-profile restructuring matters will be extremely valuable to
our global clients as McDermott becomes able to deliver more
comprehensive, international service offerings."

"Tim has exactly the background, experience, and relationships
needed to lead our drive to become one of the world's top
restructuring firms," added Jeffrey E. Stone, co-chair of
McDermott Will & Emery LLP.  "Due to the upheaval in the global
economy over the past few years, the demand and opportunity to
provide legal services tied to creative restructurings has never
been higher.  We look forward to working with him as he builds his
team and executes the Firm's strategy for growing this key
practice area."

McDermott's Restructuring & Insolvency practice is currently
recognized by Chambers, PLC Cross-Border and IFLR1000 for its
outstanding team of more than 40 lawyers around the world.

Mr. Walsh has represented debtors in possession, creditors'
committees, trustees, secured and unsecured creditors,
bondholders, insurance companies, U.S. and foreign lenders, and
corporate clients in a broad range of restructuring, insolvency,
bankruptcy litigation and commercial real estate matters.  In
addition, he represents parties in out-of-court workouts,
purchases of distressed debt and distressed assets.  He is an
experienced restructuring and bankruptcy litigator admitted to
practice in District Court in New York, the Eastern District of
Michigan and the Western District of Wisconsin.

With the addition of Mr. Walsh, McDermott is also bolstering its
offerings to the private equity community.  "As we build our
international restructuring practice, we will also be able to
deliver more holistic services to our private equity clients, such
as in- and out-of-court restructurings as a means of facilitating
acquisitions as well as dispositions of portfolio companies,"
said David Goldman, partner and head of McDermott's Corporate
Advisory Practice Group.  "Additionally, Tim's background will be
of great help to clients of our Health Industry and Energy
Advisory Practice Groups -- where the impact of increased
governmental health-relateed regulations and evolving world energy
strategies are putting particular strain on these industries."

In the past 60 days, McDermott has brought on board 9 Corporate
partners in the U.S. and Europe.  Last week, the Firm announced
the opening of a new Frankfurt office led by corporate finance
partner Philipp von Ilberg and highly respected corporate and
securities partners, Joseph Marx, Dr. Martin Kniehase and Dr.
Moritz von Hutten.  McDermott also recently announced the addition
of private equity partners Mark Davis and Russell Van Praagh in
London, corporate partner Giovanni Nicchiniello in Milan,
distinguished transactions lawyer Alan D'Ambrosio in New York, and
life sciences transactions lawyer Kristian Werling in Chicago.
Together these moves reflect a dramatic expansion of its
international transactional capabilities, with a focus on private
equity, energy and cross-border M&A.

                  About McDermott Will & Emery

McDermott Will & Emery is an international law firm with a
diversified business practice.  Numbering more than 1,000 lawyers,
the firm has offices in Boston, Brussels, Chicago, D?¬sseldorf,
Houston, London, Los Angeles, Miami, Milan, Munich, New York,
Orange County, Paris, Rome, Silicon Valley and Washington, D.C.
Extending its reach to Asia, the firm has a strategic alliance
with MWE China Law Offices in Shanghai.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Ahmer Syed
   Bankr. C.D. Calif. Case No. 12-24196
      Chapter 11 Petition filed April 23, 2012

In re Betty Richard
   Bankr. C.D. Calif. Case No. 12-15074
      Chapter 11 Petition filed April 23, 2012

In re Raul Rocha
   Bankr. C.D. Calif. Case No. 12-11601
      Chapter 11 Petition filed April 23, 2012

In re Ruben Cisneros
   Bankr. C.D. Calif. Case No. 12-24219
      Chapter 11 Petition filed April 23, 2012

In re Diana Phan
   Bankr. E.D. Calif. Case No. 12-27739
      Chapter 11 Petition filed April 23, 2012

In re Hassan Dastgah
   Bankr. N.D. Calif. Case No. 12-53036
      Chapter 11 Petition filed April 23, 2012

In re James Hash
   Bankr. N.D. Calif. Case No. 12-43533
      Chapter 11 Petition filed April 23, 2012

In re Medliens, Inc.
        dba Cedar Management Group
   Bankr. N.D. Calif. Case No. 12-53061
     Chapter 11 Petition filed April 23, 2012
         See http://bankrupt.com/misc/canb12-53061.pdf
         represented by: James S. Monroe, Esq.
                         Monroe Law Group
                         E-Mail: jim@monroe-law.com

In re Cornerstone Development of Lake County, LLC
   Bankr. M.D. Fla. Case No. 12-05447
     Chapter 11 Petition filed April 23, 2012
         See http://bankrupt.com/misc/flmb12-05447.pdf
         represented by: William M. Reed, Esq.
                         William M. Reed PA
                         E-Mail: attorneyreed@cfl.rr.com

In re Jodacon, LLC
   Bankr. M.D. Fla. Case No. 12-06119
     Chapter 11 Petition filed April 23, 2012
         See http://bankrupt.com/misc/flmb12-06119.pdf
         represented by: Joel S. Treuhaft, Esq.
                         E-Mail: jstreuhaft@yahoo.com

In re Elks Historical Business and Conference Center Inc.
        aka Elks Historical Business and Conference Center Inc.
   Bankr. S.D. Fla. Case No. 12-19769
     Chapter 11 Petition filed April 23, 2012
         filed pro se
         See http://bankrupt.com/misc/flsb12-19769.pdf

In re Hugh Coherd
   Bankr. N.D. Ga. Case No. 12-60285
      Chapter 11 Petition filed April 23, 2012

In re Charles Taylor
   Bankr. N.D. Ill. Case No. 12-16471
      Chapter 11 Petition filed April 23, 2012

In re John Ratkovich
   Bankr. N.D. Ill. Case No. 12-16414
      Chapter 11 Petition filed April 23, 2012

In re Handy Feed/Handyscapes, Inc.
   Bankr. S.D. Ill. Case No. 12-30775
     Chapter 11 Petition filed April 23, 2012
         See http://bankrupt.com/misc/ilsb12-30775.pdf
         represented by: Donald M. Samson, Esq.
                         E-Mail: dnldsamson@yahoo.com

In re Edith Ruquist
   Bankr. D. Mass. Case No. 12-13432
      Chapter 11 Petition filed April 23, 2012

In re Crutchfield, Inc.
        dba Cork Wine Pub
   Bankr. E.D. Mich. Case No. 12-50249
     Chapter 11 Petition filed April 23, 2012
         See http://bankrupt.com/misc/mieb12-50249p.pdf
         See http://bankrupt.com/misc/mieb12-50249c.pdf
         represented by: Donald C. Darnell, Esq.
                         E-mail: dondarnell@darnell-law.com

In re Nancy Crutchfield
   Bankr. E.D. Mich. Case No. 12-50250
      Chapter 11 Petition filed April 23, 2012

In re Cinto Farm Partnership of Mississippi
   Bankr. N.D. Miss. Case No. 12-11651
     Chapter 11 Petition filed April 23, 2012
         See http://bankrupt.com/misc/msnb12-11651p.pdf
         See http://bankrupt.com/misc/msnb12-11651c.pdf
         represented by: Craig M. Geno, Esq.
                         Craig M. Geno, PLLC
                         E-mail: cmgeno@cmgenolaw.com

In re Rocket Motel, Inc.
   Bankr. D. Nev. Case No. 12-50923
     Chapter 11 Petition filed April 23, 2012
         filed pro se
         See http://bankrupt.com/misc/nvb12-50923.pdf

In re Cheltenhen, LLC
        ta Church's Chicken
   Bankr. E.D. Pa. Case No. 12-13956
     Chapter 11 Petition filed April 23, 2012
         See http://bankrupt.com/misc/paeb12-13956.pdf
         represented by: Jon M. Adelstein, Esq.
                         E-mail: jma@tradenet.net

In re Academy For Academic Excellence
        dba AAE
   Bankr. M.D. Tenn. Case No. 12-03794
     Chapter 11 Petition filed April 23, 2012
         See http://bankrupt.com/misc/tnmb12-03794.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         Law Offices Lefkovitz & Lefkovitz
                         E-mail: slefkovitz@lefkovitz.com

In re Bogie's Deli Mendenhall S & G, LLC
   Bankr. W.D. Tenn. Case No. 12-24257
     Chapter 11 Petition filed April 23, 2012
         See http://bankrupt.com/misc/tnwb12-24257.pdf
         represented by: Earnest E. Fiveash, Jr., Esq.
                         E-mail: earnietheattorney@gmail.com

In re Babb Properties LLC
   Bankr. N.D. Ga. Case No. 12-41242
     Chapter 11 Petition filed April 25, 2012
         Filed pro se

In re William Douglas Parker, Jr.
      aka William D. Parker, Jr.
          W.D. Parker, Jr.
          Doug Parker
      Diana Lynne Parker
      aka Diana L. Parker
   Bankr. E.D.N.C. Case No. 12-03128
     Chapter 11 Petition filed April 25, 2012
         Represented by Samantha Y. Moore, Esq.
                       E-mail: samantha@janvierlaw.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***