TCR_Public/120511.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 11, 2012, Vol. 16, No. 130

                            Headlines

785 PARTNERS: Judge Approves Amended Bankruptcy Exit Plan
ALPHA NATURAL: S&P Cuts Corp Credit Rating to 'BB-' on Demand Drop
AMBAC FINANCIAL: Sues BofA & JPMorgan Over MBS Transactions
AMBAC FINANCIAL: Withdraws Suit Over $8.5-Bil. Mortgage Bond Deal
AMBAC FINANCIAL: Delaware High Court Upholds DPRFS Suit Dismissal

AMERICA'S SUPPLIERS: Incurs $43,800 Net Loss in First Quarter
AMWINS GROUP: S&P Affirms 'B' Counterparty Credit Rating
ART HORIZONS: Case Summary & 20 Largest Unsecured Creditors
ASP NEP/NCP: S&P Gives 'B' Corporate Credit Rating; Outlook Stable
AUBURN SPORTSPLEX: Voluntary Chapter 11 Case Summary

AVANTAIR INC: Richard Pytak Quits as Chief Accounting Officer
BARNEYS NEW YORK: Moody's Affirms 'Caa3' CFR After Restructuring
BARNEYS NEW YORK: S&P Raises Corporate Credit Rating to 'B-'
BETSEY JOHNSON: Fails to Attract Going Concern Buyer; To Shut Down
BILL BARRETT: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Neg

BILL PLISE: Has $506MM in Debts Against $4,700 in Assets
BOWLES SUB: Case Summary & 20 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: To Sell St. Louis for $610 Million
CAESARS ENTERTAINMENT: Fitch Junks LT Issuer Default Rating
CAGLE'S INC: Suspending Filing of Reports with SEC

CAPITOL INFRASTRUCTURE: DirecTV Denies Blame for Chapter 11
CDC CORP: China.com Wants Order Denying Case Dismissal Reviewed
CENTURION PROPERTIES: Access to GECC's Cash OK'd Until June 30
CENTURION PROPERTIES: Wants to Use Cash to Pay Sigma Expenses
CHARLIE McGLAMRY: Files for Chapter 11 With 14 Companies

CHESAPEAKE ENERGY: Moody's Affirms 'Ba2' CFR, Outlook Negative
CICERO INC: CBH Replaces Marcum as Independent Accountant
CITRUS COUNTY: Fitch Cuts Rating on $39.4-Mil. Notes to 'BB-'
CLAYTON WILLIAMS: Moody's Upgrades CFR to 'B2', Outlook Stable
COLT DEFENSE: S&P Puts 'B-' Corp. Credit Rating on Watch Negative

COMSTOCK RESOURCES: S&P Lowers Corporate Credit Rating to 'B'
CONDOR DEVELOPMENT: Court Okays Larry B. Feinstein as Counsel
CONTRACT RESEARCH: Durata Therapeutics Balks at Specifics of Sale
DEWEY & LEBOEUF: PBGC to Terminate 3 Underfunded Pension Plans
DEWEY & LEBOEUF: Employee Sues Over WARN Act Violations

DOLE FOOD: S&P Affirms 'B' Corp. Credit Rating; Outlook Developing
E*TRADE BANK: S&P Keeps 'B+' Issuer Credit Rating; Outlook Stable
EGPI FIRECREEK: Incurs $4.9 Million Net Loss in 2011
ELO TOUCH: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable
ENERGY CONVERSION: Hearing on Equity Panel Adjourned to May 16

ENERGY CONVERSION: Trony Solar Still Interested in Buying Unit
ESSELTE GROUP: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
EXCO RESOURCES: S&P Lowers Corp. Credit Rating to 'B'; Outlook Neg
FERROMET CORP: Case Summary & 20 Largest Unsecured Creditors
FIRST REPUBLIC: Fitch Affirms Rating on Preferred Stock at 'BB-'

FIRSTFED FINANCIAL: Seeks to Adjourn Disclosure Statement Hearing
FLORIDA DEV'T: Fitch Affirms Rating on $89-Mil. Bonds at 'BB+'
GENERAC POWER: S&P Puts 'BB-' Corp. Credit Rating on Watch Neg
GEORGIA GULF: S&P Affirms 'BB-' Corp. Credit Rating; Off Watch Pos
GIBSON ENERGY: Moody's Issues Correction to April 26 Release

GLOBAL FOOD: Incurs $658,000 Net Loss in First Quarter
GUITAR CENTER: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg
GUSHAN ENVIRONMENTAL: Gets NYSE Notice of Non-Compliance
HARCH CLO III: Moody's Raises Rating on Class D Notes From 'Ba1'
HANMI FINANCIAL: Files Form 10-Q; Posts $7.3MM Net Income in Q1

HAYDEL PROPERTIES: Can Hire Alfonso for Sale of 9424 Three Rivers
HAYDEL PROPERTIES: Can Hire Schwartz Orgler to Handle Assets Sale
HAYDEL PROPERTIES: Court Okays Mark Cumbest as Real Estate Broker
HAYDEL PROPERTIES: Has OK to Hire Owen & Co. as Real Estate Broker
HEALTH DISTILLERS: Case Summary & 4 Largest Unsecured Creditors

HCSB FINANCIAL: Authorized Common Shares Hiked to $500 Million
HOLLIFIELD RANCHES: Can Access $1.6-Mil JR Simplot Secured Debt
HOLLIFIELD RANCHES: Pegs KeyBank Claim at $14.1 Million
HOLLIFIELD RANCHES: To Liquidate White Gold Dairy
HOOPER PROPERTY: Files for Bankruptcy to Restructure Debts

HOOPER PROPERTY: Case Summary & 4 Largest Unsecured Creditors
HOSTESS BRANDS: Teamsters Willing to Continue Talks
HOSTESS BRANDS: Warns Workers That Everyone May Be Fired
HUBBARD PROPERTIES: Can Hire Hendry Real Estate as Appraiser
ICON HEALTH: Moody's Affirms 'B1' CFR, Outlook Negative

INMET MINING: S&P Assigns 'B+' Corp Credit Rating; Outlook Stable
INTELSAT SA: Lowers Net Loss to $24.2 Million in First Quarter
INTERACCIONES BANKING: Antigua Liquidators File Ch. 15 Petition
INTERNATIONAL MEDIA: Wants Plan Filing Deadline Extended to July 9
INTRINSIC TECHNOLOGIES: Files for Chapter 11 Bankruptcy Protection

ISLAND RECYCLING: Voluntary Chapter 11 Case Summary
JEFFERSON COUNTY, AL: FGIC Blocked on Raising Sewer Rates
JESCO CONTRUCTION: Wants 90-Day Extension of Exclusive Periods
LAS VEGAS MONORAIL: Bankruptcy Judge to Confirm Plan
LEVEL 3: Files Form 10-Q, Incurs $138 Million Net Loss in Q1

LITTLE SCHOOLHOUSE: Case Summary & 12 Largest Unsecured Creditors
LOUISIANA-PACIFIC CORP: S&P Rates New $300MM Sr. Unsec. Notes 'BB'
LENNY DYKSTRA: Pleads Not Guilty to Bankruptcy Fraud Charges
LSP ENERGY: Keeps Sole Chapter 11 Control Through Sept. 7
M WAIKIKI: Wants Additional $6.3MM Loan from Davidson Trust

MARIANA RETIREMENT FUND: Has 7-Member Creditors' Committee
MARIANA RETIREMENT FUND: Members Complain About Lack of Info
MARIANA RETIREMENT FUND: Hiring Brown Rudnick as Lead Counsel
MARIANA RETIREMENT FUND: Asks Court to OK Huesman as Local Counsel
MARIANA RETIREMENT FUND: Taps Buck as Actuarial Consultants

MARKWEST ENERGY: Fitch Says Pending Buy Won't Affect Ratings
MARQUIS HOMES: Case Summary & 6 Largest Unsecured Creditors
MF GLOBAL: Covington Okayed as Ch. 11 Trustee's Insurance Counsel
MF GLOBAL: Claimants Ask SIPA Trustee to Correct Amounts
MGM RESORTS: Files Form 10-Q, Incurs $203.3MM Net Loss in Q1

MILACRON HOLDINGS: S&P Hikes Corp. Credit Rating to 'B+'
MOMENTIVE SPECIALTY: Files Form 10-Q; Incurs $16MM Net Loss in Q1
MMRGLOBAL INC: Granite to Resell 100 Million Common Shares
MMRGLOBAL INC: David Loftus Discloses 10.3% Equity Stake
MMRGLOBAL INC: Sherry Hackett Discloses 6.3% Equity Stake

MS PARTNERSHIP: Case Summary & 9 Largest Unsecured Creditors
NASSAU BROADCASTING: Bankruptcy Court Approves Asset Sale
NCI BUILDING: S&P Puts 'B' Corp. Credit Rating on Watch Negative
NEBRASKA BOOK: Wants $250,000 Exit Lender Work Fees Approved
NEP II: Moody's Assigns 'B2' CFR, Rates 2nd Lien Facility 'Caa1'

NEWPAGE CORP: U.S. Trustee Forms 8-Member Creditors Committee
NEXSTAR BROADCASTING: Swings to $3 Million Net Income in Q1
NFR ENERGY: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative
NORTHCORE TECHNOLOGIES: To Release Q1 Results on May 14
NORTHERN OIL: S&P Gives 'B' Corp. Credit Rating; Outlook Stable

OSAGE EXPLORATION: Director L. Ray Resigns for Personal Reasons
PENN NAT'L: Moody's Says St. Louis Casino Acquisition Favorable
PENN VIRGINIA: S&P Rates New $450-Mil. Senior Unsecured Notes 'B'
PETE'S FAMOUS RESTAURANT: Case Summary & Largest Unsec. Creditors
POSTMEDIA NETWORK: S&P Revises Outlook to Negative on Performance

QUALITY DISTRIBUTION: To Buy Bice and RM Resources for $79.3MM
QUALITY DISTRIBUTION: Reports $6.7 Million Net Income in Q1
QUICKSILVER RESOURCES: S&P Lowers Corporate Credit Rating to 'B'
RAAM GLOBAL: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg
RE LOANS: Court Extends Exclusive Solicitation Period to June 30

REDDY ICE: Unsecured Creditors Committee Retain Advisors
REICHHOLD INDUSTRIES: S&P Raises Corporate Credit Rating to 'B-'
REFCO INC: Judge Keeps $80MM Trustee Suit in Bankruptcy Court
REGAL ENTERTAINMENT: Swings to $46.30 Million Net Income in Q1
RESIDENTIAL CAPITAL: Ally Board to Meet to Authorize Bankruptcy

RPM AUTOWORX: Case Summary & 17 Largest Unsecured Creditors
RYLAND GROUP: Files Form 10-Q, Incurs $5.1-Mil. Net Loss in Q1
SALERNO PINCENTE: Case Summary & 20 Largest Unsecured Creditors
SALLY HOLDINGS: Share Repurchase No Impact on Moody's 'Ba3' CFR
SEAWORLD PARKS: S&P Lowers Sr. Secured Credit Debt Rating to 'BB-'

SEQUENOM INC: Steven Cohen Discloses 5.4% Equity Stake
SOLO CUP: Moody's Withdraws Ratings After Dart Container Buyout
SB PARTNERS: SRE Clearing Owns 36% of Units Outstanding
SPRINGLEAF FINANCE: Incurs $47.9-Mil. Net Loss in First Quarter
STEREOTAXIS INC: Agrees to Sell 21.7 Million Common Shares

STEREOTAXIS INC: Incurs $5.8 Million Net Loss in First Quarter
TECHNEST HOLDINGS: Consummates Merger, Now Known as AccelPath
TEKNI-PLEX INC: Moody's Upgrades CFR to 'Caa1', Outlook Stable
TENET HEALTHCARE: Reports $67 Million Net Income in Q1
TRANSALTA CORPORATION: Moody's Issues Summary Credit Opinion

TOWN CENTER: Doral District to Open June 15 Auction
TRIBUNE CO: Citadel Seeks Reconsideration From Recovery Ruling
TRIBUNE CO: Committee Drops Some Claims in FitzSimons Lawsuit
TRIDENT MICROSYSTEMS: Has Until Aug. 1 to Decide on Leases
TRIDENT MICROSYSTEMS: Panel Taps Fenwick & West as Tax Counsel

TRIDENT MICROSYSTEMS: Sigma Closes Acquisition of DTV Business
TRIUS THERAPEUTICS: Incurs $7.6 Million Net Loss in First Quarter
TRIUS THERAPEUTICS: Brian Atwood Discloses 8.5% Equity Stake
TSO INC: Sands Anderson Replaces DurretteCrump as Counsel
TSO INC: Wants Case Converted to Chapter 7 Liquidation

TSO INC: Has Accord With PeoplesBank Over Use of $65K Cash
TTC PLAZA: Chapter 11 Case Converted to Chapter 7 Liquidation
UNIFI INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
UNITED CONTINENTAL: 10-Q Info Designated as Confidential
UNITED CONTINENTAL: To Finalize Deal for 100+ Boeing Aircraft

UNITED CONTINENTAL: Has Deal With Denver Airport on $100MM Debt
UNITED RETAIL: Taps Deborah Paganis as Wind-Down Administrator
US POSTAL: Plan to Cut Rural Post Office Hours to Save
VELO HOLDINGS: Committee Taps Carl Marks as Financial Advisor
VOLKSWAGEN-SPRINGFIELD: Case Summary & Creditors List

VITAMINSPICE INC: Jehu Hand Sues Company of Libel
VITESSE SEMICONDUCTOR: Incurs $6.2 Million Net Loss in Q1
WESTMORELAND COAL: Lowers Net Loss to $1.5 Million in Q1
WOODCREST COUNTRY CLUB: Files for Chapter 11 in New Jersey
WP CAMP: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable

WPCS INTERNATIONAL: Sovereign Bank Loan Reduced to $6.5 Million

* Moody's Says Not-for-Profit Hospitals Face Credit Challenge
* Business Bankruptcy Drop 14% for Year Ended March 31

* McDermott Taps Walsh as Int'l Head of Restructuring Practice
* Katten Muchin's D. Pentlow Moves to Herrick Feinstein

* BOOK REVIEW: Corporate Venturing -- Creating New Businesses

                            *********


785 PARTNERS: Judge Approves Amended Bankruptcy Exit Plan
---------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that 785 Partners LLC won
a bankruptcy judge's approval on Wednesday for a newly submitted
Chapter 11 exit plan under which the firm will put to rest
contentious negotiations by handing over a 43-story New York
apartment building to First Manhattan Development REIT.

Following an hour-long hearing, U.S. Bankruptcy Judge Stuart M.
Bernstein confirmed the amended plan, which was filed just
Tuesday, after making minor changes, according to Law360.

                        About 785 Partners

785 Partners LLC owns a 43-story building on 785 Eighth Avenue,
New York.  The developer intended to sell 122 condominium units,
but it failed to obtain the requisite condominium approvals from
the New York State Attorney General.

785 Partners is owned 98.75% by 8 Avenue and 48th Street
Development LLC.  The remaining membership interests are held by
Esplanade Tower Corporation -- its managing member, the holder of
a 1% membership interest, and a wholly-owned subsidiary of 8
Avenue -- and Esplanade 8th Avenue LLC -- holder of a passive
0.25% membership interest.

The Company obtained $84 million of secured financing in January
2007 from PB Capital Corporation, and TD Bank, N.A.  First
Manhattan later bought the secured claim and says the claim has
risen to $101 million, which is higher than the market value of
the property.

785 Partners filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
11-13702) on Aug. 3, 2011.  Sheldon I. Hirshon, Esq., Craig A.
Damast, Esq., and Lawrence S. Elbaum, Esq., at Proskauer Rose LLP,
in New York, represent the Debtor as counsel.  Weitzman Group Inc.
serves as real estate and financial consultant.

In its schedules, the Debtor disclosed $106 million in assets and
$95.5 million in liabilities, all secured.

Attorneys for First Manhattan Developments REIT are Silverman
Acampora LLP and Schiff Hardin, LLP.

On Dec. 14, 2011, the Bankruptcy Court approved the adequacy of
the Second Amended Disclosure Statement for the Third Amended Plan
of Reorganization filed in the Chapter 11 case of 785 Partners.
Terms of the Plan were reported in the Jan. 13, 2012, Nov. 10,
2011, and Oct. 24, 2011 editions of the Troubled Company Reporter.
Holders of allowed general unsecured claims will be paid in full,
in cash, under the plan.  Old membership interests will be
canceled and extinguished.  8 Avenue will receive 63.75% of the
new membership interests, Tower will receive 1.00%, and Esplanade
will receive 0.25%.

In March 2012, Judge Bernstein ruled that the 43-story glass-clad
condominium building at 785 Eighth Avenue and 48th Street in
Manhattan is worth $91.7 million as a rental.  The expert for the
lender said the building is worth $70.3 million as a rental and
$76.4 million as a condominium.  The owner's expert testified that
the project is worth $103 million as a rental and $93.3 million as
a condominium.


ALPHA NATURAL: S&P Cuts Corp Credit Rating to 'BB-' on Demand Drop
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings Alpha
Natural Resources Inc. "We lowered the corporate credit rating to
'BB-' from 'BB'. The outlook is stable. We also lowered our rating
on Alpha's $1.5 billion senior notes due 2019 and 2021 to 'BB-'
from 'BB', while maintaining the recovery rating at '3', which
indicates our expectation for meaningful (50%-70%) recovery in the
event of default. In addition, we lowered our rating on Alpha's
2.375% convertible notes due 2015 to 'B' from 'B+' while
maintaining the recovery rating at '6', indicating our
expectations for negligible (0%-10%) recovery in the event of
default," S&P said.

"At the same time, we affirmed the 'BB-' issue-level rating on
subsidiary Massey Energy Co.'s 3.25% convertible senior notes due
2015, and revised the recovery rating to '4' from '3', indicating
our expectations for average (30%-50%) recovery in the event of a
payment default. We removed the Massey issue-level ratings from
CreditWatch, where we placed them with positive implications on
June 6, 2011, pending the determination of the ultimate capital
structure after the expiration of the exercise period of Massey's
3.25% convertible notes," S&P said.

"The downgrade reflects our expectation that 2012 EBITDA will
decline to about $1 billion, contrasted with our previous
expectations of about $1.3 billion, because of a sharp cyclical
downturn in domestic coal demand," said Standard & Poor's credit
analyst Maurice Austin.

"A mild winter and natural gas substitution has hurt the domestic
thermal coal market. Demand for metallurgical coal has softened a
bit because of increased global supply and a geographically mixed
demand picture. As a result, Alpha reduced its 2012 production
guidance by 6%-10%. These factors also contribute to our lower
EBITDA expectations. As a result, we expect a ratio of debt to
EBITDA of about 5x, a level we consider weak for its 'significant'
financial risk profile," S&P said.

"Our baseline scenario assumes that Alpha's 2012 production
declines from our expectations of about 118 million tons to below
110 million tons. Consequently, our expectations for cash costs
increases to about $50 per ton from our previous assumptions of
about $47 per ton, resulting in EBITDA of about $1 billion. We now
estimate debt to EBITDA of about 5x and funds from operations to
debt of about 17%, levels more commensurate with the 'BB-'
rating," S&P said.

"We expect 2013 production to increase to above 115 million tons
despite the challenges facing the domestic steam coal market.
However, we believe met coal prices will improve as the global
economy improves, benefitting from strong global demand and
limited supply. Given these assumptions, we expect Alpha's
leverage to improve in 2013 but still remain above 4.5x, a level
we believe is in line with the 'BB-' rating," S&P said.


AMBAC FINANCIAL: Sues BofA & JPMorgan Over MBS Transactions
-----------------------------------------------------------
Ambac Financial Group, Inc. initiated separate lawsuits against
Bank of America Corp. and J.P. Morgan Chase & Co. in New York
over various mortgage-backed securitization transactions.

In a lawsuit filed on February 17, AFG accused Bank of New York
of breach of contract regarding a mortgaged-backed securitization
sponsored by its Merrill Lynch unit, Chris Dolmetsch of Bloomberg
News reported.  AFG alleged in the complaint that it has made
"hundreds of millions of dollars" in claim payments to cover the
defaults and has suffered "enormous damages" from the investment,
the report relayed.

AFG accused Bank of America of alleged fraudulent inducement and
breach of contract in the complaint before the New York Supreme
Court, Bloomberg said.  AFG is seeking punitive and compensatory
damages and wants the court to direct the defendants to
repurchase the loans, the report relayed.  Bloomberg noted that
First Franklin was a sub-prime originator acquired in 2006 by
Merrill Lynch, which was later acquired by Bank of America in
2008.

The case is Ambac Assurance Corp. v. First Franklin Financial
Corp., 651217/2012, New York State Supreme Court, New York
County.

                      J.P. Morgan Litigation

In late March, AFG sued J.P. Morgan and a former Bear Stearns
unit over alleged misrepresentations regarding the quality of
mortgages backing hundreds of securities it insured, Chad Bray of
The Wall Street Journal wrote.

AFG alleged in a complaint filed with the New York State Court
that it has been forced to pay or is obligated to pay more than
$200 million in claims on mortgaged-backed securities issued by
Bear Stearns between 2003 and early 2007, the Journal reported.
Bear Stearns was acquired by JP Morgan in 2008.

"Driven by management's 'Bear don't care' mentality, Bear Stearns
perpetrated a massive fraud that deceived investors and financial
guarantors, such as Ambac, into believing that the mortgage loans
backing its securitizations were originated pursuant to
established underwriting guidelines and were therefore of good
quality," Ambac wrote in the lawsuit, the Journal relayed.

AFG also alleged in the lawsuit that Bear Stearns knew that its
representations about its quality control process were false and
misleading and that Bear Stearns disregarded "loan quality for
loan quantity," the Journal related.  The lawsuit noted that
transactions at issue have resulted in losses of more than
$1.8 billion, the report disclosed.

AFG further alleged in the complaint that Bear Stearns did not
implement policies recommended by the then-head of its internal
due-diligence department to screen out bad loans in 2005 and in
2007, the Journal reported.  "The due-diligence process was a
charade: touted as rigorous to give comfort to securitization
participants like Ambac, but in reality purposefully deficient to
ensure an unimpeded flow of loans to the securitizations,
regardless of quality," AFG said in the lawsuit, the Journal
relayed.

On March 14, 2012, Judge Shelley C. Chapman of the U.S.
Bankruptcy Court for the Southern District of New York confirmed
AFG's Chapter 11 Plan of Reorganization.  The Plan's centerpiece
is an amended settlement entered among the bond insurer, its
operating arm Ambac Assurance Corp., AAC's Segregated Account,
the Official Committee of Unsecured Creditors, and the Office of
the Commissioner of Insurer for the State of Wisconsin as
rehabilitator of the Segregated Account.

AFG has also begun to seek approval from government agencies
regarding its offer to settle disputes with the Internal Revenue
Service over the company's $7.3 billion in net operating losses
or NOLs.

                     About Ambac Financial

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Withdraws Suit Over $8.5-Bil. Mortgage Bond Deal
-----------------------------------------------------------------
Ambac Financial Group, Inc. is withdrawing its litigation over
Bank of America Corp.'s proposed $8.5 billion mortgage bond
settlement, according to Bloomberg News, citing a court filing.
AFG did not cite a reason for the withdrawal in a May 1, 2012
letter filed with the New York State Supreme Court, the report
said.

The report noted that AFG intervened in the case joining others
who have challenged the settlement or sought more information
about it.  The settlement, which intends to resolve claims
arising from Countrywide Financial mortgage bonds, is awaiting
court approval, the report added.

The case is In the application of the Bank of New York Mellon,
651786-2011, New York State Supreme Court (Manhattan).

In late March, Judge Chapman approved a stipulation for the
withdrawal of Claim Nos. 2644, 2824, 2826 and 2838 filed by Bank
of America and Countrywide Securities Corp., Countrywide
Financial Corp. n/k/a Bank of America Home Loans, and Countrywide
Home Loans, Inc.

                     About Ambac Financial

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Delaware High Court Upholds DPRFS Suit Dismissal
-----------------------------------------------------------------
The Supreme Court of Delaware affirmed the dismissal of the
Police and Fire Retirement System of the City of Detroit's
derivative action asserting fiduciary duty claims on behalf of
Ambac Financial Group, Inc. against certain of AFG's current and
former directors and officers.

In February 2008, DPFRS filed a complaint in the Delaware Court
of Chancery, alleging that various AFG officers and directors had
breached their fiduciary duties to the Company in various
respects.  The Chancery Action was later stayed in favor of a
companion derivative action arising out of similar facts pending
in the U.S. District Court for the Southern District of New York.
In 2011, AFG sought and obtained approval from the U.S. Bankruptcy
Court for the Southern District of New York of a settlement to
resolve a related federal securities class action.

Under the settlement, the derivative claims in the Court of
Chancery and the federal actions would be released, and those
actions would be dismissed.  Separately, the New York District
Court in the federal securities class action approved the
settlement.  DPFRS has appealed both decisions, which are pending
in the U.S. Court of Appeals for the Second Circuit.

At AFG's behest, the Court of Chancery dismissed the Derivative
Action in December 2011.  In dismissing the derivative action, the
Vice Chancellor held that "upon the filing of . . . bankruptcy
[DPFRS' claims] became Ambac's claims," and as a result DPFRS lost
standing to pursue them.  The Vice Chancellor further determined
that the Bankruptcy Court's order approving the securities class
action settlement, which released DPFRS' derivative claims and was
affirmed by the New York District Court, was entitled to "full
faith and credit . . . [absent] an authoritative decision" to the
contrary by a higher federal court.

The Delaware Supreme Court thus determined that AFG's bankruptcy
filing, by operation of law, divested DPFRS of standing to pursue
the Company's claims derivatively, unless and until DPFRS is
authorized to do so by the Bankruptcy Court.  DPFRS has neither
sought nor acquired that authority, the Delaware Supreme Court
found.  "Accordingly, the judgment of the Court of Chancery
dismissing the derivative action was correct and must be upheld,"
the Delaware Supreme Court concluded.

A full-text copy of the ruling decided on May 7, 2012 is
accessible for free at http://is.gd/nVj0pD

                     About Ambac Financial

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Ambac Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICA'S SUPPLIERS: Incurs $43,800 Net Loss in First Quarter
-------------------------------------------------------------
America's Suppliers, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $43,818 on $3.34 million of net revenues for the
three months ended March 31, 2012, compared with a net loss of
$126,787 on $3.29 million of net revenues for the same period
during the prior year.

The Company's balance sheet at March 31, 2012, showed $1.65
million in total assets, $1.67 million in total liabilities, all
current, and a $23,149 total shareholders' deficit.

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

                        http://is.gd/4tN9Y6

                      About America's Suppliers

Scottsdale, Ariz.-based America's Suppliers, Inc., develops
software programs that allow the Company to provide general
merchandise for resale to businesses through its Web site at
http://www.DollarDays.com


AMWINS GROUP: S&P Affirms 'B' Counterparty Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' counterparty
credit rating on Charlotte, N.C.-based AmWINS Group Inc. and
removed it from CreditWatch with developing implications, where
S&P placed it on April 18, 2012, following the announced
acquisition of AmWINS by New Mountain Capital. The outlook is
stable.

"At the same time, we assigned our 'B+' debt rating with a '2'
recovery rating, indicating our expectation for substantial a
(70%-90%) recovery of principal in the event of a default, to
AmWINS' proposed first-lien facilities, consisting of a $295
million term loan and $75 million revolver. And we assigned our
'CCC+' debt rating with a '6' recovery rating, indicating our
expectation for negligible a (0%-10%) recovery of principal in the
event of a default, to AmWINS proposed $350 million second-lien
term loan," S&P said.

"Our affirmation of the counterparty credit rating reflects our
belief that, although the proposed recapitalization under private
equity sponsor New Mountain Capital results in meaningfully weaker
credit protection measures, the company's business and financial
profile will continue to be supportive of the current rating
level," said Standard & Poor's credit analyst Julie Herman.
"Underpinning this, our rating already incorporated a high
likelihood that AmWINS would refinance its debt at somewhat higher
levels in light of the approaching maturities under its current
capital structure. Further, our better reassessment of the
company's profitability provides for additional capacity to
support this increased debt and enable gradual delevering."

"The proposed transaction, if completed successfully, also
qualitatively improves the company's financial profile by
extending its 2013 maturities to 2019 and beyond. While AmWINS'
balance sheet is more levered as a result, we view favorably the
elimination of the nearing refinancing risk that exists under its
current capital structure," S&P said.

"The counterparty credit rating on AmWINS reflects the company's
limited financial flexibility resulting from its highly leveraged
capital structure. The company faces earnings volatility due to
its susceptibility to underwriting, pricing, and economic cycles.
Further, AmWINS faces integration and execution risks in its
growth-by-acquisition strategy. Offsetting these negative factors
is the company's enhanced competitive position following a series
of 28 opportunistic acquisitions since 2002. In addition to its
niche expertise in the excess and surplus market, the company
differentiates itself from peers through its increasingly diverse
revenue base in its specialty underwriting and group benefits
divisions," S&P said.

"For 2012, we expect that AmWINS will maintain its trajectory of
favorable performance, with an overall organic growth rate in the
positive low- to mid-single digit area arising from continued
market share gains from successful sales strategies as well as
improving rate and exposure trends in the company's markets. We
believe EBITDA should increase to more than $125 million due to
continued core earnings growth, the recent acquisition of THB,
and sustained margins of at least 25%. As a result of these
performance gains, we also expect AmWINS' credit protection
measures to improve modestly by year-end 2012, with a debt-to-
last-12-month adjusted EBITDA of less than 7x and EBITDA fixed-
charge coverage of 2x or above. The company should also generate
healthy positive cash flows from operations, maintain a cushion of
unrestricted cash of at least $15 million, and remain comfortably
in compliance with its financial covenants," S&P said.

"If, at any point during 2012, AmWINS appears to be
underperforming relative to our outlined expectations," Ms. Herman
continued, "we will consider lowering the ratings. The ratings
will particularly come under pressure if underperformance results
from financial management that's more aggressive than we expected,
loss of market share to competitors, or poor execution regarding
management's international expansion strategy. Given the company's
highly levered profile following the New Mountain Capital
transaction, we don't expect to raise the rating over the next
year."


ART HORIZONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Art Horizons, Inc.
        483 Hwy 6 West
        Batesville, MS 38606

Bankruptcy Case No.: 12-24834

Chapter 11 Petition Date: May 8, 2012

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

Judge: George W. Emerson Jr.

Debtor's Counsel: Steven N. Douglass, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  2700 One Commerce Square
                  Memphis, TN 38103
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: snd@harrisshelton.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/tnwb12-24834.pdf

The petition was signed by Ed Brucker.


ASP NEP/NCP: S&P Gives 'B' Corporate Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Pittsburgh-based ASP
NEP/NCP Holdco Inc. (analyzed on a consolidated basis with its
operating subsidiary NEP II Inc.) its 'B' corporate credit rating.
The rating outlook is stable.

"We assigned NEP II Inc.'s new secured first-lien credit facility
our 'B' issue-level rating with a recovery rating of '3',
indicating our expectation of meaningful (50% to 70%) recovery for
lenders in the event of default. The first-lien credit facilities
consist of a $60 million revolving credit facility due 2017 and a
$460 million first-lien term loan facility due 2019," S&P said.

"We assigned NEP II Inc.'s new $160 million senior secured,
second-lien term loan due 2019 our 'CCC+' issue-level rating with
a recovery rating of '6', indicating our expectation of negligible
(0% to 10%) recovery for lenders in the event of default," S&P
said.

"The corporate credit rating on ASP NEP/NCP Holdco Inc. (NEP)
reflects our expectation that NEP's leverage will remain high,
given the company's ownership by private-equity investors and its
high capital intensity. We view NEP's business risk profile as
'weak' (based on our criteria) given its narrow business focus,
high customer concentration, potential volatility over the
intermediate term stemming from possible contract gains and
losses, and the somewhat unpredictable revenue trends of its
Screenworks and Studios units," S&P said.

"We view the markets in which NEP operates as relatively mature
and expect organic revenue growth over the near term will be
relatively flat," said Standard & Poor's credit analyst Tulip Lim.
"We regard NEP's financial risk profile as 'highly leveraged'
(based on our criteria) because of its high debt burden, high
capital expenditures, and likelihood of future acquisitions that
will limit future de-leveraging."

"Our rating outlook on NEP is stable. We could consider lowering
the rating if operating performance weakens, causing NEP's margin
of covenant compliance to approach 10%, discretionary cash flow to
turn negative, and curtailed revolving credit facility access.
This could occur as a result of a loss of a major contract;
volatility in the company's Screenworks, Roll to Record, and
Studios businesses; and high capital spending or continued
acquisition activity that generates weak returns and prevents the
company from reducing leverage," S&P said.

"Although less likely, we could raise the rating if NEP continues
to improve operating results, generates more substantial and
sustainable discretionary cash flow, maintains an appropriate
cushion of compliance with its bank covenants, reduces leverage
below 5x, and demonstrates a commitment to a less aggressive
financial policy," S&P said.


AUBURN SPORTSPLEX: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Auburn Sportsplex, LLC
        5 Saint Marks Street
        Auburn, MA 01501

Bankruptcy Case No.: 12-41761

Chapter 11 Petition Date: May 8, 2012

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Melvin S. Hoffman

Debtor's Counsel: Darren J. Rillovick, Esq.
                  PORTNOY & GREENE
                  687 Highland Avenue
                  Needham, MA 02494
                  Tel: (508) 499-2116
                  E-mail: drillovick@portnoygreene.com

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

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

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

The petition was signed by John Natoli, secretary.


AVANTAIR INC: Richard Pytak Quits as Chief Accounting Officer
-------------------------------------------------------------
Richard Pytak departed Avantair, Inc., from his position as Chief
Accounting Officer, effective May 2, 2012.  Mr. Pytak's
responsibilities have been reassigned to the Company's Executive
Vice President and Chief Financial Officer, Stephen Wagman.

                        About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

The Company's balance sheet at Dec. 31, 2011, showed
$108.23 million in total assets, $140.46 million in total
liabilities, $14.75 million in series A convertible preferred
stock, and a $46.98 million total stockholders' deficit.

The Company reported a net loss of $2.57 million on $76.58 million
of total revenue for the six months ended Dec. 31, 2011, compared
with a net loss of $8.88 million on $72.36 million of revenue for
the same period a year ago.


BARNEYS NEW YORK: Moody's Affirms 'Caa3' CFR After Restructuring
----------------------------------------------------------------
Moody's Investors Service has changed Barneys New York, Inc.'s
Probability of Default Rating (PDR) to D from Caa3 following the
restructuring of the company's debt and affirmed its Caa3
Corporate Family Rating. The outlook remains negative. Moody's
expects to withdraw all ratings for the company in the near term.

Ratings Rationale

The downgrade of the PDR to D follows the company's
recapitalization, which Moody's classifies as a "default" event,
consistent with the "D" Probability of Default Rating. Barneys
retired an aggregate of $590 million in principal amount of its
senior secured term loan and the PIK mezzanine notes under its
prior capital structure in exchange for $50 million in principal
amount of newly issued debt and equity.

The principal methodology used in rating Barneys New York, Inc 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.

Barneys New York, Inc. is a luxury retailer of apparel and
accessories for men, women, and children, operating about 40
stores in the United States. Revenues for the last twelve months
through October 29, 2011 were $735 million.


BARNEYS NEW YORK: S&P Raises Corporate Credit Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services related in a May 9, 2012 press
release that it raised the corporate credit rating on New York
City-based Barneys New York Inc. to 'B-' from 'SD'. "At the same
time, we withdrew the 'D' issue-level rating and '5' recovery
rating on the company's second-lien debt, which was subject to the
debt-for-equity exchange. The upgrade reflects the substantial
reduction of debt as a result of the company's debt-for-equity
swap. The outlook is stable," S&P said.

Earlier, in a May 8, 2012 press release, S&P lowered its corporate
credit rating on Barneys New York to 'SD' from 'CC'.  In the same
release, S&P lowered the issue-level rating on the company's
second-lien debt to 'D' from 'CC'.  The ratings agency maintained
its our '5' recovery rating on the debt, indicating its
expectation of modest (10%-30%) recovery in the event of default.
S&P's credit analyst David Kuntz said the 'SD' rating reflected
its view that the executed debt for equity swap is tantamount to a
default, given the previously distressed financial condition of
the company, and since the investors received less than the
original promise of the original security.

In S&P's its recent May 9 press release, Mr. Kuntz said, "Despite
the recently completed deleveraging transaction, we continue to
assess Barneys New York Inc.'s financial risk profile as 'highly
leveraged' under our criteria because of its substantially
leveraged capital structure and very thin cash flow protection
measures."

"Pro forma for the debt-for-equity swap, we estimate that leverage
and interest coverage were about 8.7x and 1.3x, respectively, as
of Jan. 31, 2012," S&P said.

"The stable outlook reflects our view that the company is likely
to benefit from positive trends in the luxury retail segment.
Although we expect some improvement in the company's credit
protection metrics, we believe the company will remain 'highly
leveraged.' Although unlikely, we could raise the rating if
further performance gains result in leverage in the mid-5x. We
could lower the rating if merchandise missteps or operational
difficulties result in a reduction of interest coverage
meaningfully below 1x or if the company's liquidity position
erodes substantially," S&P said.

                    S&P Withdraws 'B-' CCR

Also on May 9, Standard & Poor's Ratings Services withdrew its
'B-' corporate credit rating on New York City-based luxury
retailer Barneys New York Inc. This action was taken at the
request of the company. "We estimate that there is less than $175
million of debt outstanding," S&P said.


BETSEY JOHNSON: Fails to Attract Going Concern Buyer; To Shut Down
------------------------------------------------------------------
The Wall Street Journal's Katy Stech reports Betsey Johnson LLC
executives got approval from a bankruptcy judge Thursday morning
to begin liquidation after the retail chain failed to attract
going concern bidders.  The Company will close its 69 stores.

Liquidators Gordon Brothers Group Inc. and Hilco Merchant
Resources offered the top bid for the right to run the chain's
going-out-of-business sales.  WSJ notes that bid will bring the
chain about $5.2 million immediately, and more money could trickle
in to pay off its debts if the liquidation effort brings in more
money than expected.

The company owes at least $6.8 million to creditors.

According to WSJ, it isn't clear whether a handful of stores will
outlast the liquidation. Steven Madden Ltd., which owns the Betsey
Johnson license, is expected to keep a handful of stores in
shopping destinations like New York.  Madden will continue to sell
Betsey Johnson-branded clothing through department stores.

                        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, 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.


BILL BARRETT: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Denver-
based Bill Barrett Corp. (BBG) to negative from stable. "We
affirmed the 'BB-' corporate credit rating," S&P said.

"The outlook revision follows our recent reduction of our natural
gas price assumptions through 2014 and BBG's weakened cash flows
and profitability. Natural gas constituted over 90% of BBG's
production in 2011 (although about 30% was sold as higher priced
natural gas liquids [NGLs])," said Standard & Poor's credit
analyst Carin Dehne-Kiley.

"Although the company is focusing on increasing its oil and NGL
volumes, the shift to liquids production takes time and requires
substantial capital outlays. Falling natural gas prices have
weakened the company's credit measures during its transition to
higher liquids production," S&P said.

"The negative outlook reflects our view that the company's credit
measures will deteriorate over the next 12 months, due to weak
natural gas prices, the company's limited scale and diversity, and
relatively high capital spending (on oil/NGL projects)," S&P said.

"We could lower our rating if credit measures worsen materially
relative to our current expectations, due to the company incurring
debt to finance capital expenditures or acquisitions, or if
liquids production does not ramp up as we expect. We would
consider a downgrade if debt to EBITDAX exceeds 4x for a sustained
period, without a clear path to improvement. For this target to be
breached in 2012, EBITDAX would have to fall more than 7% from our
current estimate," S&P said.


BILL PLISE: Has $506MM in Debts Against $4,700 in Assets
--------------------------------------------------------
Steve Green at Las Vegas Sun reports that Las Vegas developer Bill
Plise has revealed in Bankruptcy Court that he owes $506.5 million
in debt, while his assets are valued at just $4,738.

The report notes creditors are likely to look into Mr. Plise's
finances and some of their attorneys have already signed in with
the court to signal their participation.

According to the report, Mr. Plise is involved in a dozen lawsuits
already, most over defaulted loans.  And even though he's
unemployed, his monthly living expenses totaling $4,305 are being
covered by a credit facility with an entity called 5550 Las Vegas
LLC.  Much of Mr. Plise's debt relates to his role as a guarantor
to loans for City Crossing and other developments.  Key creditors
in his bankruptcy filing include three failed Nevada banks or
their successors: Community Bank of Nevada, First National Bank of
Nevada and Silver State Bank.

The report adds other creditors include Bank of America, U.S.
Bank, Wells Fargo Bank, Clayton Mortgage & Investment, Aspen
Financial Services, Eliot A. Alper Trust, City National Bank, Bank
of George and Bank of Nevada.

Bill Plise filed for personal Chapter 7 bankruptcy protection on
April 23.  Mr. Plise is known for developing projects such as
Centennial Corporate Center and the Rainbow Sunset Pavilion mixed-
used center.


BOWLES SUB: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bowles Sub Parcel A, LLC
        275 Market Street, Suite 439
        Minneapolis, MN 55402

Bankruptcy Case No.: 12-42765

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
Fenton Sub Parcel A, LLC              12-42768
Bowles Sub Parcel B, LLC              12-42769
Fenton Sub Parcel B, LLC              12-42770
Bowles Sub Parcel C, LLC              12-42772
Fenton Sub Parcel C, LLC              12-42774

Chapter 11 Petition Date: May 8, 2012

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

Judge: Gregory F. Kishel

About the Debtors: In 2007, StoneArch II/WCSE Minneapolis
                   Industrial LLC acquired various LLCs, 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.  Fenton Sub Parcel D LLC
                   and Bowles Sub Parcel D LLC, which jointly own
                   the properties in pool D previously sought
                   Chapter 11 protection (Bankr. D. Minn. Case
                   Nos. 11-44430 and 11-44434) on June 29, 2011.
                   The May 8 debtors jointly own parcels
                   A, B and C.

Debtors' Counsel: Ralph Mitchell, Esq.
                  LAPP LIBRA THOMSON STOEBNER & PUSCH
                  One Financial Plaza, Suite 2500
                  120 S. 6th Street
                  Minneapolis, MN 55402
                  Tel: (612) 338-5815
                  E-mail: rmitchell@lapplibra.com

Bowles Sub Parcel A's
Estimated Assets: $10,000,001 to $50,000,000

Bowles Sub Parcel A's
Estimated Debts: $1,000,001 to $10,000,000

The petitions were signed by Steven B. Hoyt, chief manager.

Affiliates that previously filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Bowles Sub Parcel D, LLC              11-44434            06/29/11
Fenton Sub Parcel D, LLC              11-44430            06/29/11
Steven Bruce Hoyt                     11-43816            05/31/11

Bowles Sub Parcel A's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Steven B. Hoyt                     Money Advanced to      $642,022
275 Market Street, Suite 439       Debtor
Minneapolis, MN 55405

Water Heater Innovations           Security Deposit        $20,000
3107 Sibley Memorial Highway
Eagan, MN 55121

Viking Magazine Service            Security Deposit        $11,483
1503 East Highway 13
Burnsville, MN 55337

M.G. Kruse, LLC                    Security Deposit        $10,000

International Office Technology    Security Deposit         $7,955

Pase Group, Inc.                   Security Deposit         $7,042

RHMM                               Security Deposit         $6,134

Curbside Lawn Care                 Services                 $3,411

May Distributing, Inc.             Security Deposit         $3,084

On-Belay of Minnesota, Inc.        Security Deposit         $2,885

Michael Walsh                      Tenant                   $2,554

Drs. Franjs, Schlet & Lucht        Security Deposit         $2,216

Amerimark                          Security Deposit         $2,050

Plaza Dental                       Security Deposit         $2,007

Eastco, Inc.                       Security Deposit         $1,980

Cental Business Jets               Security Deposit         $1,760

Boost Learning Enrichment Pro      Security Deposit         $1,300

Ellison & Associates               Security Deposit         $1,022

Gary D. Orris                      Security Deposit           $980

United Operations, Inc.            Services                    $98


CAESARS ENTERTAINMENT: To Sell St. Louis for $610 Million
---------------------------------------------------------
Caesars Entertainment Corporation has signed a definitive
agreement to sell Harrah's St. Louis to Penn National Gaming,
Inc., for $610 million in cash.  The transaction is expected to
close in the second half of 2012, subject to regulatory approvals.

"Harrah's St. Louis is a quality property with a talented team.
We are grateful to our colleagues in St. Louis for their
commitment to providing excellent service to our customers.  The
sale of this property exemplifies our strategy to maximize returns
from our mix of assets through investments in new markets as well
as occasional divestitures," said Gary Loveman, chairman,
president and chief executive officer of Caesars Entertainment.
"We are committed to expanding our distribution network into
growth markets that have the potential for high returns."

The property will continue to operate as Harrah's St. Louis until
the transaction is closed.

Deutsche Bank Securities, Inc., served as financial advisor to
Caesars Entertainment on this transaction.

                     About Caesars Entertainment

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

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

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

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

                           *     *     *

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


CAESARS ENTERTAINMENT: Fitch Junks LT Issuer Default Rating
-----------------------------------------------------------
Caesars Entertainment Corp.'s announced $610 million sale of
Harrah's St. Louis to Penn National Gaming will improve Caesars'
liquidity profile, a development that Fitch Ratings views as a
credit positive to Caesars' ratings.  The sale is expected to
close during second-half 2012.

The proceeds can help fund the sizable free cash flow (FCF) drain
at Caesars Entertainment Operating Company, Inc (CEOC; OpCo) in
2012 and 2013.  Additionally, it will allow Caesars to more
aggressively reinvest capital into its existing properties or
pursue higher return investments.  Alternatively, Caesars can
repurchase debt.

The liquidity benefit outweighs the following concerns:

  -- the loss of Harrah's St. Louis's EBITDA (just under $80
     million per Penn's disclosed sale multiple of 7.75x), which
     will immediately have a negative impact on OpCo's FCF;

  -- the increase in OpCo's overall gross leverage by about 0.3x
     to 13.1x if proceeds are used to paydown debt and by 0.7x to
     13.5x if proceeds are retained.  However, net leverage
     through the senior secured debt will be reduced slightly as
     long as cash remains on the balance sheet or Caesars uses
     proceeds to retire first lien debt.  The latter point is
     important since Caesars' main maintenance covenant is based
     on net senior secured leverage.

Covenant Restrictions with Respect to the Proceeds:

CEOC's credit agreement and first-lien indentures permit Caesars
to spend asset sale proceeds on capital expenditures within 15
months of receipt.  Caesars is also permitted to pay down the term
loans maturing 2015 or repurchase/call first lien notes (11.25%
notes are callable at 105.625 starting June 2013).  A covenant in
the June 2009 credit agreement amendment limits first lien note
repurchases to roughly $210 million.

Fitch believes reinvestment of proceeds in Caesars' business is
the more likely scenario.  In terms of FCF, the sale would be
somewhat analogous to a debt issuance at roughly 12%, given the
$80 million of EBITDA less roughly $5-$7 million of annual
maintenance capex at the property, relative to the $610 million
sales proceeds.  The 2015 term loans can be addressed much more
cost effectively through first lien note issuance (current yield
on the first line notes is around 8.5%).  Additionally, the 11.25%
notes do not mature until 2017.

FCF Impact:

Proforma for the transaction, Fitch expects OpCo's FCF to be
roughly negative $500 million in 2012 and negative $400 million in
2013.  This assumes the sale proceeds are not used to repurchase
or retire debt and does not count Project Linq spending, which was
largely pre-funded with an earlier financing.  Fitch's base case
incorporates negative FCF for several years, although it is
reduced to more manageable levels (deficits of $50 million -$100
million) by 2015-2016.

Fitch has cited asset quality deterioration as a concern for
Caesars' ratings.  While the transaction reduces FCF by as much as
$75 million (less if proceeds are used to retire debt), Fitch has
greater confidence in Caesars' ability to reinvest in its
properties and remain competitive in key markets in the near term.
More importantly, the liquidity injection provides the OpCo with
additional time to get to FCF positive.  Fitch believes this is
attainable within a four-to-six year timeframe (most likely after
the 2015 maturity wall).  The OpCo swap agreements mature in
January 2015 and have an estimated $150 million - $165 million
drag on the FCF in the interim.

Rating Guidance:

Fitch does not have '+/-' indicators at the CCC rating level
(Caesars' and OpCo's IDRs are at 'CCC') so the next move up would
be to 'B-'.  While Fitch is more positive about Caesars'
probability of default following this transaction, credit quality
remains too weak for Fitch to consider an upgrade to 'B-' or
Outlook revision to Positive at this time.

Factors that may precipitate an Outlook revision to Positive may
include:

  -- Fitch gaining greater confidence in OpCo's path to being FCF
     positive;

  -- OpCo's ability to access capital markets beyond the first-
     lien;

  -- a refinancing or amendment of the CMBS debt at favorable
     terms;

  -- continued strength in the Las Vegas market and better than
     expected performance in weaker markets, such as Atlantic
     City;

  -- legalization of online gaming; and

  -- a sizable equity issuance(s).

A Positive Outlook would indicate that there is a strong
possibility of an upgrade within a one-to-two year timeframe.

Since Caesars' is now public, there is a chance that the company
may attempt to execute debt-for-equity exchanges.  This scenario
could be considered an event of default, depending on the terms
and circumstances, per Fitch's distressed debt exchange criteria.

Caesars' long-term ratings are as follows:

Caesars Entertainment Corp.

  -- Long-term IDR 'CCC'.

Caesars Entertainment Operating Co.

  -- Long-term IDR 'CCC';
  -- Senior secured first-lien revolving credit facility and term
     loans 'B/RR2';
  -- Senior secured first-lien notes 'B/RR2';
  -- Senior secured second-lien notes 'C/RR6';
  -- Senior unsecured notes with subsidiary guarantees 'C/RR6';
  -- Senior unsecured notes without subsidiary guarantees 'C/RR6'.

Chester Downs and Marina LLC (and Chester Downs Finance Corp as
co-issuer)

  -- Long-term IDR 'B-';
  -- Senior secured notes 'BB-/RR1'.

Caesars Linq, LLC & Caesars Octavius, LLC

  -- Long-term IDR 'CCC';
  -- Senior secured credit facility 'B-/RR3'.


CAGLE'S INC: Suspending Filing of Reports with SEC
--------------------------------------------------
Cagle's, Inc.,  filed a Form 15 with the U.S. Securities and
Exchange Commission notifying of its suspension of its duty under
Section 15(d) to file reports required by Section 13(a) of the
Securities Exchange Act of 1934 with respect to its Class A common
stock.  Pursuant to Rule 12g-4, the Company is suspending
reporting because there are currently less than 500 holders of
record of the Class common shares.  There were only 110 holders of
the Class A common shares as of May 8, 2012.

                           About Cagle's

Cagle's Farms (NYSE: CGL.A) -- http://www.cagles.net/-- engages
in the production, marketing, and distribution of fresh and frozen
poultry products in the United States.

Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed
on Oct. 19, 2011, voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and
11-80203).  Paul K. Ferdinands, Esq., at King & Spalding, in
Atlanta, Georgia, serves as counsel.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  Kurtzman Carson LLC serves as
their claims, noticing, and balloting agent.

In its schedules, Cagle's Inc. disclosed $81,998,077 in assets and
$55,304,599 in liabilities as of the Petition Date.

The Official Committee of Unsecured Creditors is represented by
McKenna Long & Aldridge LLP and Lowenstein Sandler as counsel.
J.H. Cohn LLP serves as its financial advisors.

No trustee or examiner has been appointed in the Debtors'
bankruptcy cases.


CAPITOL INFRASTRUCTURE: DirecTV Denies Blame for Chapter 11
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that satellite cable
provider DirecTV on Wednesday denied that its termination of a
contract with Capitol Infrastructure LLC had pushed the company
into bankruptcy, blasting the debtors' bid to quickly shut down
much of their operations.


                   About Capitol Infrastructure

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

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

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

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

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


CDC CORP: China.com Wants Order Denying Case Dismissal Reviewed
---------------------------------------------------------------
Party-in-interest China.com, Inc., is appealing the U.S.
Bankruptcy Court for the Northern District of Georgia's order
denying China.com's motion to dismiss CDC Corporation's Chapter 11
case.

China.com filed with the bankruptcy court a motion for leave to
appeal and its emergency motion for (i) expedited appeal, and, if
necessary (ii) a limited stay pending appeal.

As reported in the Troubled Company Reporter on May 4, 2012, the
bankruptcy judge denied the dismissal motion on May 1, opening the
door to another hearing May 22 for approval of a disclosure
statement explaining the reorganization plan.

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 Corp., 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 Corp. 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.

The Debtor's Plan provides that 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.


CENTURION PROPERTIES: Access to GECC's Cash OK'd Until June 30
--------------------------------------------------------------
Centurion Properties III, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Washington to approve a seventh stipulated
order authorizing continued access to General Electric capital
Corporation's cash collateral until June 30, 2012.

As reported by the Troubled Company Reporter on Jan. 19, 2012, the
Debtor will use the cash collateral to administer the estate, meet
contractual obligations, and meet payments of creditors associated
with post-confirmation operations.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant first priority
perfected security interest in and lien upon the Money Marcket
Account, all of the Debtor's rights in the funds therein, and any
interest earned thereon.

The Debtor will timely pay any and all payments required by the
terms of the GECC Settlement agreement and the loan modification
agreement, including without limitation, the payment of $330,000.

CPIII will submit its budget for the next budget period which will
commence on July 1 by June 15, and a hearing for approval thereof
will be held on or before June 30.

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring real estate
project Battelle Leaseholds located in Richland, Washington.  Its
sole asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  Dan. E. Gorczycki of Savills LLC serves as its finance
advisor.  The Company disclosed $98.9 million in assets and
$115.3 million in liabilities.

The Plan is premised upon CPIII's ability to obtain replacement
financing for its secured debt obligations within a fixed period
of time.  General unsecured claims will be paid in full, with
interest at 5% from the Effective Date, within 26 months of the
initial distribution date and after all secured claims paid in
full.

The United States Trustee was unable to appoint an official
committee of unsecured creditors.


CENTURION PROPERTIES: Wants to Use Cash to Pay Sigma Expenses
-------------------------------------------------------------
Centurion Properties III, LLC asks the U.S. Bankruptcy Court for
the Eastern District of Washington for authorization to use the
cash collateral to pay administrative expenses by Sigma
Management, Inc., postpetition and post-confirmation in the
amounts of $132,599, and 18,737, respectively.

In addition, the Debtor proposes to reimburse Sigma $26,219 for
appraisal fees.

Sigma is the property manager for CPIII, and Sigma continues to
handle the day to day management activities for the Battelle
Property pursuant to a management agreement with CPIII.  Under the
management agreement, CPIII's tenant pays Sigma's fees and costs
for providing certain identified property management services
related to the Batelle Property.  However, the tenant does not pay
or reimburse Sigma for any services that fall outside the scope of
the management agreement.

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

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring real estate
project Battelle Leaseholds located in Richland, Washington.  Its
sole asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, assists the Company in its restructuring
effort.  Dan. E. Gorczycki of Savills LLC serves as its finance
advisor.  The Company disclosed $98,907,255 in assets and
$115,334,775 in liabilities.

The Plan is premised upon CPIII's ability to obtain replacement
financing for its secured debt obligations within a fixed period
of time.  General unsecured claims will be paid in full, with
interest at 5% from the Effective Date, within 26 months of the
Initial Distribution Date and after all secured claims paid in
full.

The United States Trustee was unable to appoint a creditors
committee in the case.


CHARLIE McGLAMRY: Files for Chapter 11 With 14 Companies
--------------------------------------------------------
Centerville, Georgia-based real estate developer Charlie N.
McGlamry filed a petition for Chapter 11 protection, along with
his 14 companies, in Macon, Georgia on May 9, 2012.

Over the past 44 years, Mr. McGlamry has managed to successfully
develop numerous real estate developments in and around Houston
County, Georgia.  Mr. McGlamry continues to operate his real
estate development business through sole proprietorship McGlamry
Properties -- http://www.mcglamryproperties.com-- and USA Land
Development Inc.  Mr. McGlamry individually owns, through his sole
proprietorship, approximately, 74 acres of undeveloped commercial
property at the intersection of Russell Parkway and Corder Road in
Houston County, Georgia.  Mr. McGlamry established a number of
single member limited liability companies and sole shareholder
corporations to own and develop specific tracts of land.

Mr. McClamry and his affiliated companies have sought joint
administration of their Chapter 11 cases and have Mr. McGlamry's
as the lead case (Bankr. M.D. Ga. Case No. 12-51197).

The Debtors have filed applications to employ Cohen Pollock Merlin
& Small, PC, as bankruptcy counsel.

The Debtors are also seeking permission to maintain their existing
bank accounts and honor certain prepetition obligations.  Bank
accounts are being kept by Mr. McGlamry and USA Land in SunMark
Bank.  USA Land is the entity Mr. McGlamry uses for the
development of real estate.

The Debtors have sought an expedited hearing on the first-day
motions.  A hearing is scheduled for May 11, 2012 at 10:00 a.m.
Judge James P. Smith has been assigned to the case.

Mr. McGlamry estimated up to $50 million in assets and up to $100
million in liabilities in his Chapter 11 filing.  The Debtor's
three largest bank creditors and their claims are Synovus Bank
($35.1 million), Wells Fargo Commercial Mortgage Servicing ($18.2
million), and KeyBank Real Estate Capital ($15.9 million).

According to the case docket, schedules of assets and liabilities
and the statements of financial affairs are due May 23, 2012.

The Chapter 11 plan and disclosure statement are due Sept. 6,
2012.

The Debtors did not disclose the basis for the Chapter 11 filing
in court documents filed on the Petition Date.

                Assets Owned by McGlamry's Companies

Mr. McGlamry, as sole shareholder or member, has signed Chapter 11
petitions for these companies:

    * USA Land Development (Case No. 12-51198) -- platted,
unplatted and partially developed lots in the Georgian Mill
subdivision at "The Woodlands of Houston" located north of Highway
127 between Moody Road and Old Perry Road in Houston County,
Georgia.

    * Barrington Hall Development Corp. (12-51199) -- 500 acres of
land for the future phases of "The Woodlands of Houston"
subdivision in Houston County, Georgia.

    * Bear Branch, LLC (12-51200) -- undeveloped land off Langston
Road and east of Highway 41 in Houston County, Georgia.

    * By-Pass/Courthouse, LLC (12-51201) -- commercial and
residential undeveloped land off the Perry Bypass and Kings Chapel
Road in Houston County, Georgia.

    * Chinaberry Place, LLC (12-51202) -- 177 acres of undeveloped
land at the end of Hill Road south of Highway 341 in Houston
County, Georgia.

    * Eagle Springs, LLC (12-51203) -- 51 acres of commercial
properties at the intersections of Gunn Road and Houston Lake
Road, and Gunn Road and Hwy 41 in Houston County, Georgia.

    * Elmdale Development, LLC (12-51204) -- 119 acres of
undeveloped land located south of Highway 96 near Cartwright Drive
in Houston County, Georgia.

    * Gurr/Kings Chapel Road, LLC (12-51205) -- 110 acres of land
located at the southeast corner at Kings Chapel Road and Gurr Road
in Houston County, Georgia.

    * Jaros Development, LLC (12-51206) -- developed and
undeveloped land in the Carlton Ridge South and The Terraces
subdivisions located south of Feagin Mill Road near Highway 41 in
Houston County, Georgia.

    * Lake Joy Development, LLC (12-51207) -- platted lots and
undeveloped land for the future phases of "The Tiffany"
subdivision located south of Feagin Mill Road between Highway 41
and Lake Joy Road in Houston County, Georgia.

    * Old Hawkinsville Road, LLC (12-51208) -- (x) platted,
unplatted and partially developed lots in The Cottages and
Charlestown subdivisions located south of Sandy Run Road between
Highway 247 and Old Hawkinsville Road in Houston County, Georgia,
and (y) 86 acres of future development property for the extension
of The Cottages and Charlestown subdivisions.

    * South Houston Development, LLC (12-51209) -- undeveloped
property located west of Houston Lake Road and Thistlewood
subdivision in Houston County, Georgia.

    * The Villages at Nunn Farms, LLC (12-51210) -- 600 acres of
agricultural property located at Highway 341, Arena Road, and
Highway 247 in Houston County, Georgia.

    * Houston-Peach Investments, LLC (12-51212) -- 337 acres of
farm land on ighway 49 in Peach County, Georgia.


CHESAPEAKE ENERGY: Moody's Affirms 'Ba2' CFR, Outlook Negative
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook for
Chesapeake Energy Corporation to negative from stable. Moody's
also changed to negative from stable the rating outlooks for
Chesapeake Midstream Partners, L.P. (CHKM) and Chesapeake Oilfield
Operating, L.L.C. (COO). Chesapeake's, CHKM's and COO's Ba2
Corporate Family Ratings (CFR) and Ba3 senior unsecured ratings
were affirmed. Chesapeake's Speculative Grade Liquidity Rating
remains SGL-3. These rating actions follow Chesapeake's reported
first quarter results that point to an even larger capital
spending funding gap for 2012 caused primarily by lower natural
gas prices but also by increased spending.

Ratings Rationale

"The negative outlook reflects the escalating execution risk of
Chesapeake's plan for funding its large capital spending budget,
rising leverage metrics and accompanying liquidity concerns,"
commented Pete Speer, Moody's Vice President. "The company's
already diminished cash flows are vulnerable to further declines
in natural gas prices and it remains dependent on completing asset
sales and other financing transactions with third parties to
maintain adequate liquidity and fund its transition towards higher
liquids production."

The recent disclosures related to the chief executive officer's
personal financing transactions to fund his participation in the
Founder Well Participation Program have raised conflict of
interest questions and reflect poorly on Chesapeake's corporate
governance. These issues further confirm Moody's existing views
regarding the CEO's dominant role at Chesapeake and his strong
influence on the company's risk appetite and growth objectives.
This influence is reflected in the company's aggressive financial
policies and complicated structure which are incorporated into
Moody's ratings. However, if the resulting SEC inquiry,
shareholder litigation or the audit committee's review of the
CEO's personal financing transactions raises additional issues or
adversely effects the company's execution of its funding strategy
then there could be negative ratings implications.

Chesapeake's latest guidance is for capital spending to exceed
operating cash flow in 2012 by around $10.5 billion, up from $8
billion in its February guidance. This funding gap could continue
to rise if natural gas prices decline further, lowering the
company's earnings and increasing its compliance risk with its
bank credit facility debt covenants in the second half of 2012.
Year to date Chesapeake has raised nearly $4 billion through a
bond offering and planned monetization transactions. Moody's views
volumetric production payments (VPP) and the recent subsidiary
preferred stock transactions as debt and therefore the company's
debt (reflecting Moody's adjustments) has increased to
approximately $23.6 billion at March 31, 2012 from $19.2 billion
at the beginning of the year. Consequently, Debt/proved developed
(PD) reserves and Debt/average daily production have increased to
around $12.30/boe and $35,700/boe, respectively, at March 31,
2012.

"We are also concerned that the company's leverage metrics could
remain elevated or continue to increase," said Mr. Speer. In order
for Chesapeake to reverse this rise in leverage metrics and
maintain adequate compliance headroom with its credit facility
covenants it must execute its plan to meet most of its remaining
funding needs through asset sales, reduce its reported debt and
continue to grow its production volumes. If the company has to
instead rely more heavily on debt funding then its leverage
metrics could remain at levels inconsistent with its current
ratings.

The affirmation of Chesapeake's Ba2 CFR is supported by its very
large proved reserve and production scale, big acreage positions
in multiple basins across the US, low operating costs and
successful execution through the drillbit. The company is among
the largest independent exploration and production companies rated
by Moody's, with reserve and production scale comparable much
higher rated investment grade E&Ps. Chesapeake has acreage
positions in many oil and wet gas plays that are very attractive
to both peers and financial investors and a strong track record of
completing its planned monetization transactions.

Liquidity issues or further increases in leverage metrics could
result in Chesapeake's ratings being downgraded. Debt/average
daily production and Debt/PD reserves sustained above $35,000/boe
and $12/boe and RCF/Debt below 20% could result in a ratings
downgrade. The outlook could return to stable if the company
completes its planned asset sales, reduces its leverage metrics
and improves its liquidity. In order for the ratings to be
upgraded Chesapeake's leverage metrics have to decline
significantly and its liquidity will have to substantially improve
and be less reliant on monetization transactions. Debt/average
daily production, Debt/PD, and Retained Cash Flow (RCF)/Debt
approaching $25,000/boe, $9/boe and 35% on a sustainable basis
could result in a ratings upgrade to Ba1.

The outlooks for CHKM and COO were changed to negative because of
their dependence on Chesapeake for a substantial majority of their
revenues and Chesapeake's ownership interest in those entities.
CHKM is a master limited partnership that primarily provides
natural gas gathering services. Chesapeake owns 50% of CHKM's
general partner and a sizable amount of its limited partner
interests. COO is a wholly owned oilfield services subsidiary of
Chesapeake.

The principal methodology used in rating Chesapeake was the Global
Independent Exploration and Production Industry Methodology
published in December 2011. The principal methodologies used in
rating CHKM and COO were the Global Midstream Energy Industry
Methodology published in December 2010 and the Global Oilfield
Services Industry Methodology published in December 2009,
respectively. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Moody's current ratings for Chesapeake Energy and its affiliates
are:

Chesapeake Energy Corporation

Long Term Corporate Family Ratings (domestic currency) of Ba2

Probability of Default Rating of Ba2

Speculative Grade Liquidity Rating of SGL-3

Senior Unsecured (domestic currency) Rating of Ba3

Senior Unsecured (foreign currency) Rating of Ba3

Senior Unsecured Shelf (domestic currency) Rating of (P)Ba3

LGD Senior Unsecured (domestic currency) Assessment of 71 - LGD5

LGD Senior Unsecured (foreign currency) Assessment of 71 - LGD5

Chesapeake Energy Corporation is an independent exploration and
production company based in Oklahoma City, Oklahoma.


CICERO INC: CBH Replaces Marcum as Independent Accountant
---------------------------------------------------------
Cicero Inc. dismissed its principal independent accountant, Marcum
LLP on May 2, 2012.  The dismissal was approved by the Audit
Committee of the Company's Board of Directors.

Marcum was the Company's principal independent accountant and
reported on the Company's financial statements for the fiscal
years ended Dec. 31, 2010, and 2011.  During the Company's two
most recent fiscal years, and subsequently up to the date of
dismissal, there were no disagreements between the Company and
Marcum on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements that, if not resolved to Marcum's
satisfaction, would have caused Marcum to make reference to the
subject matter of the disagreement in connection with its report
issued in connection with the audit of the Company's financial
statements.

In connection with the audit of the Company's Dec. 31, 2011,
financial statements, Marcum advised the Company of a material
weakness in its internal control over financial reporting, in that
the Company did not independently account for a significant,
complex, and non-routine transaction as of Dec. 31, 2011.
However, the transaction has been properly disclosed in the
consolidated financial statements filed with the Company's Annual
Report on Form 10-K for the year ended Dec. 31, 2011.

Marcum's audit report on financial statements for the fiscal year
ended Dec. 31, 2011, of the Company contained no adverse opinion
or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles.  Marcum's audit
report on financial statements for the fiscal year ended Dec. 31,
2010, of the Company contained no adverse opinion or disclaimer of
opinion, however it was qualified as to uncertainty as a going
concern.

On May 2, 2012, the Company engaged Cherry, Bekaert & Holland,
L.L.P, as its principal independent accountant.  The decision to
engage CBH as the Company's principal independent accountant was
approved by the Audit Committee of the Company's Board of
Directors.  During the two most recent fiscal years ended Dec. 31,
2010, and 2011 and through May 2, 2012, neither the Company nor
anyone acting on its behalf consulted with CBH the regarding
either (i) the application of accounting principles to a specific
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial
statements, and no written report was provided to the Company or
oral advice was provided that CBH concluded was an important
factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any
matter that was the subject of either a disagreement or a
reportable event.

In March 2012, the Company engaged CBH as an independent resource
to assist management in evaluating the application of ASC 985-605
Software Revenue Recognition for a specific revenue transaction
that occurred in December 2011.  The Company, in that transaction,
entered into a multiple element arrangement.  CBH read the
contract and assisted management in determining and assessing the
applicable provisions of ASC 985-605.  As part of that assistance,
CBH inquired of management with respect to the nature and type of
evidential matter that was available to the Company in order for
management to make an appropriate assessment of the timing of the
revenue recognition.  As part of those discussions, CBH did not,
at any time, indicate or provide their professional opinion with
respect to the appropriate revenue recognition for the
transaction.  But rather, they maintained that such determination
was the decision of management and would be subject to the
professional judgment of their auditors with respect to the
sufficiency of the evidential matter provided to the auditor to
support that determination.

Marcum concluded that the deferral of revenue was proper based
upon the prescribed guidance in ASC 985-605.

                         About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary.  Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.

The Company reported a net loss of $2.97 million in 2011,
compared with a net loss of $459,000 in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.04 million
in total assets, $14.66 million in total liabilities, and a
$9.62 million total stockholders' deficit.




CITRUS COUNTY: Fitch Cuts Rating on $39.4-Mil. Notes to 'BB-'
-------------------------------------------------------------
Fitch Ratings has downgraded the following bonds issued by the
Citrus County Hospital Board (Citrus Memorial Health Foundation,
Inc.), on behalf of Citrus Memorial Hospital (CMH) to 'BB-' from
'BB+'.

  -- $39.4 million series 2002

The Rating Outlook is revised to Evolving from Negative. An
evolving outlook indicates that the rating may be affirmed,
lowered or raised.

SECURITY: The series 2002 bonds are secured by a pledge of gross
revenues of the Foundation.

KEY RATING DRIVERS:

CONTINUED WEAK FINANCIAL PERFORMANCE: The rating downgrade to
'BB-' reflects CMH's continued operating losses and a steep
liquidity decline due to the ongoing legal dispute over the
control of the hospital, integration of a new billing system, and
increasing outpatient competition.

ONGOING LEGAL DISPUTE: The Foundation and Citrus County Hospital
Board (CCHB) have been involved in a significant legal dispute
over the control of the hospital.  Since 2009, over $10 million in
levied tax revenue by CCHB has not been dispersed to CMH for
operational purposes.  Fitch believes it is imperative for both
parties to resolve this dispute so the organization can return its
focus to strategic and operational initiatives.

MANAGEABLE CAPITAL NEEDS: CMH has limited capital needs with no
major construction projects planned.  In 2012, CMH's capital
budget calls for approximately $6.7 million in expenditures.

UNFAVORABLE SERVICE AREA CHARACTERISTICS: CMH has a high
percentage of Medicare payors (almost 70% of gross revenues) and
there has been increasing outpatient competition.

CREDIT SUMMARY:

RATING DOWNGRADE TO 'BB-'
The rating downgrade to 'BB-' reflects CMH's continued weak
financial performance that has stemmed from the withhold of tax
revenue that has historically totaled approximately $10 million a
year.

Citrus Memorial Health Foundation (Foundation) operates CMH under
a long-term lease with CCHB.  When the lease was executed, CCHB
entered into a hospital care agreement, which stated that CCHB
would provide funds to the Foundation through its ability to levy
ad valorem taxes as an independent special district in Citrus
County. The CCHB can levy taxes up to 3 mills of assessed value.

From 2009 - 2012, the Foundation and CCHB have been involved in a
legal dispute regarding future operational control of the
facility.  Because of this, CCHB began reducing the tax millage
rate as well as withholding tax revenue that has been levied.  The
total amount due to the Foundation from fiscal years 2009 - 2011
is approximately $13 million.

One case currently being litigated relates to a local bill that
would provide for a change in the structure of the Foundation's
board of directors, which would grant control of the Foundation to
the CCHB.  Fitch will monitor the outcome of the situation, which
CMH's current management team believes could be resolved by summer
2012.  Fitch will review any impact to the credit rating when the
litigation issues are resolved.

Without tax revenue and one-time items, CMH reduced its losses in
fiscal 2011 to $4.4 million from $8 million the prior year.
Management implemented several cost reduction initiatives
including a reduction in force.  Fitch believes CMH's fiscal 2012
net income budget of $1 million (without any tax revenue) is
aggressive.

Debt service coverage was weak at 1.4x on maximum annual debt
service ($4.2 million) for fiscal 2011, which is slightly above
the organization's 1.0x coverage covenant.

At March 31, 2012, CMH had $29.3 million in unrestricted cash and
investments, which translated into 70.4 days cash on hand (DCOH),
6.8x cushion ratio, and 53.8% cash to debt.  CMH's liquidity
position is down from fiscal 2011 with $38.2 million and is close
to violating the 65 DCOH liquidity covenant on the organization's
series 2006 and 2008 bonds.

Additional negative credit factors include CMH's competitive
service area, unfavorable payor mix, and weak service area
characteristics.  CMH does have the leading market position in its
service area, but operates in a competitive market with acute care
and physician providers successfully taking market share from CMH.
In 2011, inpatient admissions, inpatient and outpatient surgeries
all fell from prior year levels.

Overall, CMH's service area is relatively weak economically with
high unemployment and below average wealth and income levels.
CMH's payor mix is primarily composed of governmental payors
(Medicare and Medicaid; 75.1% of gross revenues), which presents
exposure to federal and state programmatic modifications or
funding reductions.  In 2012, CMH is budgeting for a $600,000 cut
in Medicaid reimbursement.  However, CMH is also expecting a $2.4
million payment from Medicare in fiscal 2012 due to a settlement
regarding rural hospital reimbursement.

OUTLOOK

The Evolving Outlook reflects Fitch's view that CMH's rating could
be affirmed, lowered, or raised. Fitch will continue to monitor
the situation and legal proceedings between the Foundation and
CCHB.  The release of tax revenues collected from prior years to
CMH would be viewed positively by Fitch and could warrant positive
rating pressure at that time.  However, further negative rating
pressure could occur if there is continued deterioration in CMH's
current financial position.

DEBT PROFILE

As of Sept. 2011 total debt was $55.3 million, of which nearly
two-thirds was fixed-rate.  The $9.2 million series 2006 bonds are
a direct placement with SunTrust Bank and the bank can put the
debt back to the hospital with a 366 day notice.  Fitch views this
as a risk especially given CMH's worsened financial position and
already limited balance sheet cushion.

ORGANIZATIONAL OVERVIEW

CMH is a 198-bed community hospital located in Inverness, FL.,
approximately 75 miles north of Tampa.  In 2011, CMH had $177.4
million in total operating revenues.  CMH covenants to provide
quarterly disclosure by written request to bondholders who hold
more than $1 million in bonds and distributes annual financial
statements to the Municipal Securities Rulemaking Board's EMMA
system.


CLAYTON WILLIAMS: Moody's Upgrades CFR to 'B2', Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded Clayton Williams Energy's
(CWEI) Corporate Family Rating (CFR) to B2 from B3. The rating on
the existing $350 million senior unsecured notes was upgraded to
B3. Moody's also affirmed the SGL-3 Speculative Grade Liquidity
rating (SGL). The rating outlook is stable. This action concludes
Moody's review for upgrade, which commenced April 2, 2012.

Ratings Rationale

"CWEI has made a noteworthy transition to oil in four years. In
2007, about 57% of production and 42% of total proved reserves
were natural gas. Now 76% of total proved reserves and 74% of
production derive from oil and liquids with a reserve life
extension of about 4-years," said Harry Schroeder, Moody's Vice
President.

CWEI's B2 Corporate Family Rating reflects the company's oil
weighted production and reserves, high level of operating control
of its property base, its migration to properties with longer
reserve lives and a capital budget primarily focused on
developmental drilling in order to increase its oil production.
The rating also reflects the company's seasoned management team,
which has operated through numerous sector cycles.

The scale of its production and reserves when compared to its
development plans restrains the B2 Corporate Family Rating. Having
acquired substantial prospect positions in promising areas, it
will likely outspend cash flow for the foreseeable future to
develop them. Transition to the next level will require an adroit
balancing of debt used for acquiring new acreage and converting
them and the attendant proved undeveloped reserves to proved
producing oil reserves that generate actual cash flow. Production
since the beginning of 2009 has been static with proved developed
reserves increasing 40% and proved undeveloped 400% after spending
about $800 million in acquisition, development, and exploration
costs. Proved undeveloped reserves are now about 40% of total, up
from 15% in 2009.

CWEI's SGL-3 rating reflects an adequate liquidity profile,
supported by adequate availability under its revolver, supportive
hedges and expected growing oil production. Moody's expects the
company to outspend cash flow by about $170 million in 2012 with
the shortfall funded through drawings under its revolver. The
company has a $350 million revolving credit with an approved
Borrowing Base of $475 Million. After expanding the revolver to
the full $475 million, it will have approximately $125 million
available at year-end 2012. Moody's believes it is likely that the
company will go to market prior to year-end 2013. Assuming a new
$250 million issue, it would yield availability of about $290
million by year end-2013 with no increase in the present borrowing
base. Financial covenants under the revolver include a minimum
current ratio of 1.0x and maximum Total Debt/EBITDAX ratio of
4.0x. Moody's expects that it will remain well in compliance with
its covenant in 2012, supported by the company's growing oil
production.

The B3 rating on the company's senior unsecured notes reflects
both the overall probability of default, to which Moody's assigns
a Probability of Default of B2, and a loss given default of LGD 5
(77%). The senior unsecured notes are rated B3 one notch below the
B2 Corporate Family Rating, reflecting the contractual
subordination of the notes relative to the company's secured bank
credit facility and high level of payables. A continuing increase
in the size of the revolver with requisite greater borrowings,
without an unsecured refinancing of those borrowings could
precipitate an additional notch to Caa1 for the unsecured notes.
As mentioned above, Moody's anticipates a return to the capital
markets by 2013 which should alleviate this concern. The bank
credit facility is secured with substantially all of its oil and
gas properties. CWEI's wholly owned subsidiaries guarantee both
the credit facility and senior unsecured notes.

The stable outlook reflects the favorable oil price outlook, the
lower risk development strategy and assumes that the company is
able to continue to grow production and reserves relative to
expected increased debt levels.

It is unlikely that CWEI will be upgraded in the near term
primarily due to its modest average daily production. When average
daily production approaches 20,000 bpd, proved developed reserves
exceed 65 million boe and there is a greater balance between
present and non- Permian, Moody's will consider an upgrade. Over
the next 2-3 years, it is likely CWEI will outspend cash flow.
Under current ownership it is unlikely that new equity will be
issued - therefore leverage is expected to increase. If
Debt/average daily production is expected to exceed $47,000 for a
material period, Retained Cash Flow /Total Debt declines below 25%
or if Leveraged Full Cycle Ratio declines below 1.75 times, a
downgrade would be considered.

The principal methodology used in rating Clayton Williams was the
Global Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Clayton Williams Energy Inc. which is headquartered in Midland,
Texas, is engaged in the exploration and production of oil,
natural gas liquids and natural gas.


COLT DEFENSE: S&P Puts 'B-' Corp. Credit Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Connecticut-based Colt Defense LLC, including its 'B-' corporate
credit rating, on CreditWatch with negative implications.

"The CreditWatch placement reflects the potential negative long-
term impact of the loss of a key contract," said Standard & Poor's
credit analyst Chris Mooney.

"The U.S. Army recently selected Remington Arms Co. Inc. for an
$84 million contract to supply the standard-issue M4 rifle through
2017. Colt had been the sole-source supplier to the U.S.
government since 1997, and this is the first time the Army has
awarded the contract to a competitor," S&P said.

The near-term impact is limited. Standard & Poor's already assumed
zero M4 sales in 2012 in its analysis because of U.S. troop
withdrawals from the Middle East.

"However, we consider the recent contract loss, if upheld, a
setback in the long term as Colt prepares to bid on the potential
replacement rifle, currently scheduled to be awarded in 2013," Mr.
Mooney added.

Standard & Poor's will assess the magnitude of potential lost
revenue and cash flow related to the M4 contract, as well as the
longer-term effects on the company's credit profile, and plans to
resolve the CreditWatch in the coming weeks.


COMSTOCK RESOURCES: S&P Lowers Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Frisco, Texas-based Comstock Resources Inc. to 'B' from
'B+'. The outlook is negative.

"Standard & Poor's also lowered its issue rating on the company's
senior unsecured debt to 'B-' from 'B'. The recovery rating
remains '5', indicating our expectation of modest (10% to 30%)
recovery for bondholders in the event of a payment default," S&P
said.

"The downgrade follows our recent reduction of our natural gas
price assumptions and Comstock's weakened liquidity," said
Standard & Poor's credit analyst Carin Dehne-Kiley.

Although the company is increasing its oil-related production, the
shift to liquids-based production takes time and requires
substantial capital outlays. Falling natural gas prices and the
company's lack of natural gas hedges have further weakened credit
measures and liquidity during the company's transition to higher
oil production.

"The ratings on Comstock reflect the company's 'vulnerable'
business risk and 'aggressive' financial risk," S&P said.

"We expect that natural gas prices will remain weak over the next
one to two years, which will pressure the company's profitability
while it shifts capital to oil projects," Ms. Dehne-Kiley said.
"In addition, we expect Comstock's liquidity to weaken
considerably by the end of 2012, based on our estimate that the
company will outspend operating cash flows in 2012."

"Comstock is an independent exploration and production (E&P)
company that operates primarily onshore in Texas and Louisiana. As
of year-end 2011, the company's proven reserve base was relatively
small at about 1.3 trillion cubic feet equivalent (tcfe) and
weighted toward natural gas (85%). Although Comstock's cost
structure is competitive due to efficiencies gained in the
Haynesville shale, costs are likely to rise as the company shifts
to higher-cost oil production," S&P said.


CONDOR DEVELOPMENT: Court Okays Larry B. Feinstein as Counsel
-------------------------------------------------------------
Condor Development, LLC, obtained permission from the U.S.
Bankruptcy Court for the Western District of Washington to employ
Larry B. Feinstein, Esq., at Vortman & Feinstein, as the primary
attorney involved in the Chapter 11 case.

As reported by the Troubled Company Reporter on May 3, 2012, Mr.
Feinstein will be paid $395 per hour to, among other things,
negotiate with creditors concerning a Chapter 11 plan, prepare a
Chapter 11 plan and disclosure statement and related documents,
and take the steps necessary to confirm and implement the proposed
plan of liquidation.

                     About Condor Development

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at Seatac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  The petition
was signed by Joseph Ciaramella, managing member.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012, disclosing
$16.3 million in total assets and $9.21 million in total
liabilities.


CONTRACT RESEARCH: Durata Therapeutics Balks at Specifics of Sale
-----------------------------------------------------------------
Durata Therapeutics, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to (i) deny Contract Research Solutions,
Inc., et al.'s motion for approval of assumption and assignment of
the Durata agreement, unless the assumption and assignment is
conditioned on the provision of adequate assurance and reservation
of rights.

According to Durata, through the sale motion and notices, the
Debtors seek approval for the potential assumption of three
contracts between one of the Debtors, CRS Management, Inc., and
Durata: (a) a single study agreement dated as of March 23, 2011;
(b) a single study agreement dated as of March 20, 2012; and (c) a
mutual confidentiality and non-use agreement dated as of Nov. 11,
2010.

Durata does not object to the assumption and assignment of the
Durata agreements provided that:

   1. If any of the Durata agreements is assumed or assigned, all
      of the Durata agreement are assumed by CRS or assumed and
      assigned to a single assignee that is also the assignee of
      substantially all assets and personnel of CRS related to the
      Durata agreements -- because only a single counterparty to
      all Durata agreement will be able to provide adequate
      assurance of future performance of CRS  obligations under
      any of the three Durata agreements; and

   2. Even if Durata is not entitled to any cure as a condition to
      assumption or assignments of the Durata agreements, Durata
      maintains that, notwithstanding the terms of any assumption
      or assignment of the Durata agreements or order approving
      the same, CRS and any assignee will remain liable to Durata
      for any current breaches, defaults, facts or damages under
      the Durata agreements.

In a separate filing, Quest Diagnostic Incorporated and Quest
Diagnostic Clinical Laboratories, Inc., file their objection to
the Debtors' sale motion.

According to QDI, through the sale motion, the Debtors seek
approval for the potential assumption and assignment of a
purported contract between one of the Debtors and "Quest": A
"Clinical lab testing" agreement dated Nov. 27, 2007.  Despite
diligent search, QDI is unaware of any such executory contract
between it and the Debtor.

Accordingly, without specificity as to the nature and details of
the contract, QDI objects to the assumption of the contract.

As reported in the Troubled Company Reporter on April 18, 2012,
the Debtors will hold an auction on May 15 where an offer by
first-lien lenders to buy the business for $80.3 million will be
the opening bid.  Absent higher and better offers, Cetero will
sell the business to lenders in exchange for a credit bid of $50
million of secured debt, and the assumption of $30 million in
liabilities.  Under bidding procedures approved April 13,
competing bids are due May 11.  A hearing to approve the sale is
set for May 17.

                          About Cetero

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

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

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

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

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

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

Roberta A. Deangelis, U.S. Trustee for Region 3 appointed three
persons to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Contract Research Solutions, Inc., et al.
The Committee tapped Morris Anderson & Associates, Ltd., as its
financial advisors.


DEWEY & LEBOEUF: PBGC to Terminate 3 Underfunded Pension Plans
--------------------------------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reports the
Pension Benefit Guaranty Corp. ants to terminate three Dewey &
LeBoeuf plans that it says are underfunded by about $80 million
and at risk as the firm tries to liquidate its assets.  The PBGC
determined Thursday that the Dewey plans, which cover 1,788
participants, should end on May 11, 2012.

Dewey & LeBoeuf has only $127 million in assets to cover $214
million in obligations, according to a person familiar with the
matter, WSJ reports.

WSJ says a spokesman for Dewey & LeBoeuf declined to comment.

Dewey & LeBoeuf has lost more than 40% of its partners since
January amid disputes over compensation.  Dewey is also facing a
May 15 deadline with a syndicate of banks.

According to WSJ, taking over the pension plans now will give PBGC
a better shot at recovering the $80 million shortfall, and also
give the PBGC a claim on any additional cash raised by the future
sale of firm assets, such as Dewey's overseas offices in London or
Paris.


DEWEY & LEBOEUF: Employee Sues Over WARN Act Violations
-------------------------------------------------------
Joe Palazzolo, writng for The Wall Street Journal's Law Blog,
reports that Vittoria Conn, an employee of Dewey & LeBoeuf LLP,
sued the law firm in federal district court in Manhattan on
Thursday alleging the firm failed to give notice to the employees,
as required by state and federal law.

WSJ relates Ms. Conn, a document specialist at Dewey, accuses
Dewey of violating a federal law that requires employers to give
their employees 60 days advance written notice of their
termination.  The lawsuit also alleges the firm broke a state
labor law that requires 90 days advance written notice.

WSJ relates Ms. Conn said she and about 450 others will lose their
jobs on Friday.  Ms. Conn said the firm announced the mass layoff
on Monday and informed employees that their last day was May 11.

WSJ relates a lawyer for Ms. Conn didn?t immediately respond to
request for comment.  A representative for the firm did not
immediately respond to a request seeking comment.


DOLE FOOD: S&P Affirms 'B' Corp. Credit Rating; Outlook Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Dole Food Co. Inc. at 'B', and revised its rating
outlook to developing from stable.

The outlook change follows Dole's recent announcement that it has
initiated a comprehensive strategic review of its businesses
seeking to enhance shareholder value. The alternatives to be
considered may include a full or partial separation of one or more
of its businesses.

'Specific information regarding the terms of any potential
transaction is not yet available," said Standard & Poor's credit
analyst Jeff Burian. "We will assess the impact on Dole's business
risk profile, financial risk profile, and overall corporate credit
rating as more information becomes available."

"The ratings on Dole reflect our view that the company's financial
risk profile is 'highly leveraged' and business risk profile is
'weak.' Key credit factors in our assessment of Dole's business
risk profile include the company's participation in the
competitive, commodity-oriented, seasonal, and volatile fresh
produce industry, which is subject to political and economic
risks. We also consider the benefits of Dole's strong market
positions, good geographical, product and customer
diversification, and its well-recognized brand name."

"The developing outlook reflects the possibility of a lower or
higher rating following the outcome of Dole's strategic review. We
could lower the ratings if the company divests its higher-margin,
less-volatile packaged food businesses and uses the proceeds to
reward shareholders with little to no debt reduction. We believe a
divestiture of these businesses could result in a weaker business
risk profile given our opinion that this would reduce Dole's
product diversity and profitability as the surviving, commodity-
like produce business will be characterized by more-volatile
earnings. We also believe Dole's financial risk profile could
weaken if the company adopts a more aggressive financial policy,
financial performance falls well below our expectations, liquidity
becomes constrained, or credit protection measures weaken;
specifically, if average leverage increases to about 6x through
reduced earnings with little to no debt reduction at the surviving
entity," S&P said.

"Alternatively, we could raise the ratings if the company uses
sale proceeds to reduce debt to an extent that would materially
improve the company's financial risk profile, despite our opinion
that Dole's business risk profile would weaken following a
divestiture of the packaged food businesses. A significant
improvement in Dole's financial risk profile could occur if
divestiture proceeds are used to reduce debt, while at the same
time, Dole demonstrates sustained improved performance resulting
in indicative ratios commensurate with an 'aggressive' financial
risk profile, including achieving and maintaining a rolling four-
quarter average lease-adjusted leverage ratio of less than 5x,
while maintaining a prudent financial policy. We estimate this
would require a reduction in current debt levels in excess of $950
million, assuming flat EBITDA levels," S&P said.


E*TRADE BANK: S&P Keeps 'B+' Issuer Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its issuer credit
ratings on BGC Partners Inc., Charles Schwab & Co. Inc., E*TRADE
Bank, E*TRADE Financial Corp. (ETFC), and Interactive Brokers LLC.
Standard & Poor's also said that it affirmed its 'BBB+' issuer and
issue credit ratings on CI Investments Inc., but lowered its
issuer credit rating on CI Investments' parent company, CI
Financial Corp. (CI), to 'BBB' from 'BBB+'. In addition, Standard
& Poor's affirmed its ratings on CI's debt because CI Investments
guarantees it. The outlooks on all of these companies remain
stable.

"BGC (BBB-/Stable/--) is partially owned, but majority controlled,
by institutional brokerage holding company Cantor Fitzgerald L.P.
(BBB/Negative/--). BGC is a holding company for several
interdealer-brokers and commercial real estate brokers. We
consider BGC to be 'highly strategic' to Cantor Fitzgerald
according to our group rating methodology. As a result, we rate
BGC two notches below the 'bbb+' group credit profile. The two-
notch differential reflects the rating cap on a 'highly strategic'
operating company at one notch below the group credit profile and
the one-notch differential for BGC's structural subordination as a
holding company," S&P said.

"CS&Co (A+/Stable/--) is a U.S. brokerage firm and principal
operating subsidiary of Charles Schwab Corp. (Schwab; A/Stable/A-
1), a financial services company providing securities brokerage,
mutual funds, and banking services, primarily to individual
investors. Schwab is one of, if not the, largest U.S. retail
brokers, with total client assets of $1.83 trillion as of March
31, 2012. We consider CS&Co to be 'core' to Schwab according to
our group rating methodology. As a result, we rate CS&Co at the
level of the 'a+' group credit profile. The 'A' issuer credit
rating on Schwab is one notch below the group credit profile. The
one-notch differential reflects both the structural subordination
and the potential for regulatory restrictions on the broker's
ability to upstream dividends to the holding company, though there
are currently no such restrictions," S&P said.

"CI Investments (BBB+/Stable/--) is the principal operating
subsidiary of CI. CI Investments is a leading provider of
investment management services as the third largest fund company
in Canada by assets under management (AUM) (C$69.6 billion as of
Dec. 31, 2011). We base the rating on CI Investments on our view
that it is a core subsidiary of its parent, CI. As a result, we
rate CI Investments at the level of the 'bbb+' group credit
profile. The 'BBB' issuer credit rating on CI, the holding
company, is one notch below the group credit profile. The one-
notch differential reflects the structural subordination of an
investment-grade holding company," S&P said.

"E*TRADE Bank (B+/Stable/B) is the principal operating subsidiary
of ETFC (B-/Stable/--), a financial services company providing
online securities brokerage and banking services, primarily to
individual investors. As of Dec. 31, 2011, the company had a total
of 4.3 million accounts, consisting of 2.8 million domestic
brokerage accounts, 1.0 million stock plan accounts, and 463,600
banking-only accounts. We consider E*TRADE Bank to be 'core' to
ETFC according to our group rating methodology. As a result, we
rate E*TRADE Bank at the level of the 'b+' group credit profile.
The 'B-' issuer credit rating on ETFC, the holding company, is two
notches below the group credit profile. The two-notch differential
reflects both structural subordination of a speculative-grade
holding company and the regulatory restrictions on the bank's
ability to upstream dividends to the holding company," S&P said.

"IBLLC (A-/Stable/A-2) is a U.S. brokerage firm and one of IBG
LLC's (IBG's; BBB+/Stable/--) two principal operating
subsidiaries. IBG is a brokerage holding company involved in
institutional brokerage and options market making. We consider
IBLLC to be 'core' to IBG according to our group rating
methodology. As a result, we rate IBLLC at the level of the 'a-'
group credit profile. The 'BBB+' issuer credit rating on IBG is
one notch below the group credit profile. The one-notch
differential reflects both structural subordination and the
potential for regulatory restrictions on the broker's ability to
upstream dividends to the holding company, though there are
currently no such restrictions," S&P said.

"The stable outlook on BGC Partners takes into account our
expectations that the firm will improve its profitability, that
Cantor Fitzgerald will maintain its ownership of the firm, and
that both BGC Partners' and Cantor Fitzgerald's financial profile
will remain sound. If BGC Partners' liquidity or leverage measures
erode materially, we could lower the rating. Given Standard &
Poor's group methodology criteria, which limits the rating uplift
for a strategically important subsidiary, it is highly unlikely
that we would raise the rating on BGC Partners given the current
rating on Cantor Fitzgerald," S&P said.

"The stable outlook on Schwab reflects our opinion that the
company's strong underlying fundamentals should allow it to
maintain sound creditworthiness in all but a severe stress
scenario. It is unlikely that we could upgrade the company in the
near term, given the rating level and the bank subsidiary's recent
growth. However, if the firm is able to maintain solid
profitability metrics, a strong liquidity profile, and solid risk
adjusted capital measures, we could raise the ratings in the long
term. Conversely, a prolonged period of very weak profit margins,
a material increase in credit or market risk, a deterioration in
the liquidity profile, or an increase in leverage such that the
adjusted total equity-to-adjusted assets ratio falls below 5.5%
could result in a downgrade. We could also lower the rating if the
firm's regulatory capital ratios approach the minimum required to
remain 'well capitalized,'" S&P said.

"The stable outlook on CI reflects our expectation that the
company will continue to generate strong cash flows from
operations -- even in moderately volatile markets -- to fund its
day-to-day operations and service existing debt obligations. We
believe that CI's business profile -- not its financial profile --
could prevent a potential upgrade. The firm's asset mix is skewed
toward equity products for retail investors, and it primarily
operates in the relatively small, yet highly competitive Canadian
market. We believe CI's ability to diversify its business mix and
geography will take several years. Consequently, we don't expect
to raise the rating over the time frame of our ratings outlook,
which is typically 12-24 months. Conversely, we do not see any
downgrade risks, except if the company was to issue a sizable
amount of debt to finance either a large acquisition or an
aggressive share repurchase program," S&P said.

"The stable outlook on ETFC reflects our expectation that the
company will continue to make headway addressing the asset-quality
problems in its large residential mortgage loan portfolio over the
next 12 months. If ETFC is able to improve fundamental
profitability on a sustainable basis during this time period and
if it obtains regulatory approval to upstream dividends to the
holding company from the principal operating subsidiaries, we
could raise the rating. Alternatively, if the holding company does
not begin to obtain regulatory approval within the next 12 months
to upstream cash dividends from the principal operating
subsidiaries, we could lower the rating," S&P said.

"The outlook on IBG is stable. We believe the firm's continued
strong margins and capitalization should buttress its financial
profile against most likely downturns in operating conditions. We
expect IBG's brokerage business and international operations to
continue to grow and, thereby, reduce dependence on U.S. options-
market volumes and equity-market volatility. We are unlikely to
raise the rating due to the firm's business model, but we could
upgrade the firm if it maintains its strong financial profile and
continues to develop its governance and diversification efforts.
Conversely, if the market-making business suffers prolonged
revenue compression, if the firm increases leverage so that its
adjusted total equity to managed assets ratio falls below 10% or
decreases liquidity, or if it moves into higher risk businesses,
we would likely lower the rating," S&P said.


EGPI FIRECREEK: Incurs $4.9 Million Net Loss in 2011
----------------------------------------------------
EGPI Firecreek, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$4.97 million on $293,712 of total revenue for the year ended
Dec. 31, 2011, compared with a net loss of $4.48 million on
$15,705 of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.70 million
in total assets, $5.51 million in total liabilities, all current,
$1.87 million in series D preferred stock, and a $4.67 million
total shareholders' deficit.

For 2011, M&K CPAS, PLLC, in Houston, Texas, noted that the
Company has suffered recurring losses and negative cash flows from
operations that raise substantial doubt about its ability to
continue as a going concern.

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

                        http://is.gd/xlg3Dq

                       About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.


ELO TOUCH: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary
corporate credit rating of 'B' to Menlo Park, Calif.-based Elo
Touch Solutions Inc. The outlook is stable.

"At the same time, we assigned a preliminary issue rating of 'B+'
to the company's proposed senior secured first-lien term loan due
in 2018 and revolving line of credit due in 2017 with a
preliminary recovery rating of '2', indicating our expectation of
substantial (70%-90%) recovery in the event of default. We also
assigned a preliminary rating of 'CCC+' to the company's proposed
senior secured second-lien term loan due in 2019 with a
preliminary recovery rating of '6', indicating our expectation of
negligible (0%-10%) recovery in the event of default," S&P said.

"The preliminary ratings on Elo reflect our expectation that after
the transaction, the company will have a 'vulnerable' business
risk profile," said Standard & Poor's credit analyst Christian
Frank, "based on its narrow market focus in the fragmented and
competitive touch screen solutions industry, its concentrated
customer base and retail end market, and its lack of a track
record operating as a stand-alone company. Partially offsetting
these factors are its strong presence in the retailer segment and
its relationships with distributors and original equipment
manufacturers (OEMs). The company will have an 'aggressive'
financial risk profile, reflecting its leveraged capital
structure, which we expect will remain near 5x over the medium
term."

"The stable outlook reflects our expectation that Elo will
generate modest growth and successfully transition to a stand-
alone company. We anticipate that Elo will not de-lever materially
over the intermediate term as it uses cash flow for investing in
its stand-alone infrastructure and generates limited EBITDA
growth, and therefore an upgrade is unlikely. We could lower the
rating if stand-alone transition challenges, increased
competition, or a large customer loss cause EBITDA to decline and
leverage to increase to the mid-5x area," S&P said.


ENERGY CONVERSION: Hearing on Equity Panel Adjourned to May 16
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved a stipulation adjourning the hearing on the Ad
Hoc Shareholders Committee's motion for the appointment of an
Official Equity Committee in the Chapter 11 cases of Energy
Conversion Devices, Inc., and United Solar Ovonic LLC.

The Court ordered that the hearing originally scheduled for May 9,
2012, is adjourned to May 16, at 12:00 noon.  The parties may file
a supplemental brief regarding the motion, no later than May 11.

The stipulation was entered among the Debtors, the Ad Hoc
Shareholders Committee; the Official Committee of Unsecured
Creditors, the Ad Hoc Consortium of Noteholders, and the U.S.
Trustee.

                       About Energy Conversion

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

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

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

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

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

The company had estimated in court papers that it was worth $986
million, based on nearly $800 million of investment in the
manufacturing unit.


ENERGY CONVERSION: Trony Solar Still Interested in Buying Unit
--------------------------------------------------------------
Karl Henkel at the Detroit News reports that Trony Solar Holdings
Co. Ltd. remains interested in United Solar Ovonic LLC.

The report relates Trony said in a statement to investors that it
will "negotiate further" with Energy Conversion Devices regarding
the possible acquisition of USO.  The news comes two days after
ECD and USO canceled a scheduled auction for USO after it failed
to receive an acceptable bid before May 8, the day of the auction.

ECD sought to sell assets on a going concern basis.  The auction
was previously scheduled for April 24.

According to the report, the cancellation caused ECD to lay off
300 employees, including 150 in Greenville.  Salamon Group Inc.
last month made the only publicly known offer to buy bankrupt ECD
for about $2.4 million worth of its stock.  Salamon Group, a solar
energy project company, said it was interested in buying ECD
mainly for its financial losses that could be written off on
Salamon's taxes.

                      About Energy Conversion

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

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

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated  Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

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


ESSELTE GROUP: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Stamford, Conn.-based Esselte Group
Holdings SA, a global manufacturer and distributor of mostly
branded office products.

"At the same time, we assigned our preliminary 'B+' issue-level
rating to Esselte's proposed $200 million senior secured term
loan. The preliminary recovery rating is '2', indicating our
expectation for substantial (70% to 90%) recovery in the event of
a payment default. The term loan will be issued at the operating
company level through its Esselte AB and Esselte Holdings Inc.
subsidiaries. The company is also seeking to extend its existing
$60 million asset-based lending (ABL) revolving term loan
(unrated) to March 2016. All ratings are subject to review of
final documentation. We understand that Esselte will use the net
proceeds to refinance its term loans, repay debt at the holding
company level, and pay $22.5 million of dividends to shareholders,
including majority owner JW Childs Associates," S&P said.

"The outlook is stable. Pro forma for the transaction, we estimate
that the company will have about $200 million of reported debt
outstanding. Including our adjustments for operating leases,
pension obligations, and other contingent liabilities, we estimate
Esselte will have approximately $360 million total adjusted debt
outstanding," S&P said.

"The ratings on Esselte reflect our assessment of the company's
financial risk profile as 'highly leveraged' and its business risk
profile as 'vulnerable.' Key credit factors in our business risk
assessment include Esselte's participation in the highly
competitive and fragmented branded office products industry, low
barriers to entry, customer concentration, sensitivity to cyclical
demand conditions, and significant exposure to Europe's fragile
economy," S&P said.

"We estimate the company's pro forma ratio of total debt to EBITDA
is close to 4x for the fiscal year ended Dec. 31, 2011, and we
estimate the ratio of funds from operations (FFO) to adjusted
total debt to be about 19%. Although both leverage and FFO-to-debt
metrics are currently close to or within the ranges of indicative
ratios for an 'aggressive' financial risk profile (which include
leverage between 4x and 5x and FFO/debt between 12% and 20%), we
assess Esselte's financial risk profile as highly leveraged given
the dividend proposal in its current transaction," S&P said.

"The company has taken steps to streamline costs, such as
discontinuing underperforming products, which could offset EBITDA
margin pressures from higher commodity costs," said Standard &
Poor's credit analyst Stephanie Harter. "However, we expect
Esselte's credit measures to deteriorate slightly in fiscal 2012
from continued weakness in consumer and corporate spending for
office products and as the company exits underperforming product
lines."


EXCO RESOURCES: S&P Lowers Corp. Credit Rating to 'B'; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based Exco Resources Inc. (Exco) to 'B' from
'B+'. The outlook is negative.

"At the same time, we lowered our issue rating on Exco's senior
unsecured debt to 'CCC+' from 'B-'. The recovery rating remains
'6', indicating our expectation of negligible (0% to 10%) recovery
in the event of a payment default," S&P said.

"The downgrade reflects our expectation for weaker profitability
and credit measures following our revised assumptions for natural
gas prices," said Standard & Poor's credit analyst Christine
Besset.

"We recently reduced our natural gas pricing assumptions to $2.00
per million Btu (mmBtu) from $3.00/mmBtu in 2012, to $2.75 from
$3.25/mmBtu in 2013, and to $3.50 from $4.00/mmBtu in 2014.
Natural gas represents nearly all of Exco's production and
reserves, and the company does not have any meaningful crude oil
or natural gas liquid (NGL) prospects to help shift its production
mix. In addition, although Exco has hedged about 45% of its
natural gas production above market prices this year, the
company's very weak hedge book in 2013 and thereafter leaves it
vulnerable to lower natural gas price realizations. Thus, we have
lowered our 2012 and 2013 EBITDA forecasts," S&P said.

"The negative outlook reflects our expectation that credit
measures will deteriorate through 2012 and 2013, and remain weak
for the rating category. We could lower the rating if debt to
EBITDA increases to more than 5.25x, with no clear path to
improvement or if liquidity materially deteriorates. We could
revise the outlook to stable if the company is able to maintain
leverage below 5.0x, which will necessitate natural gas prices in
excess of $3 in 2013 as well as $500 million of debt reduction
from the company's asset sale program," S&P said.


FERROMET CORP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ferromet Corporation
        526 South Jefferson Street
        New Castle, PA 16101

Bankruptcy Case No.: 12-22477

Chapter 11 Petition Date: May 8, 2012

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Jeffery A. Deller

Debtor's Counsel: Robert O Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  E-mail: rol@lampllaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/pawb12-22477.pdf

The petition was signed by Mark Heuschkel, president.


FIRST REPUBLIC: Fitch Affirms Rating on Preferred Stock at 'BB-'
----------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) and short-term IDR of First Republic Bank (FRC) at 'BBB+'
and 'F2', respectively.  The Rating Outlook has been revised to
Positive from Stable.

The affirmation and outlook revision reflects FRC's excellent
asset quality, strong capital position and consistent performance
over an extended period.  The ratings also reflect FRC's solid and
stable management which has imbued the bank with a consistent
credit and service culture.  These rating strengths are offset by
robust growth, product and geographic concentrations in the loan
book and a weaker funding profile than many higher rated peers.

FRC is a private banking and wealth management bank whose jumbo
residential loans represent its flagship product and serve as its
platform to cross sell many products.  Fitch views FRC as a
superior credit underwriter to its rated peers, as evidenced by
its exceptionally low loss history over a 26 year period.  Net
charge-offs (NCOs) totaled only 21 basis points (bps) cumulative
during this period, including only 6bps of cumulative losses on
its residential originations.

While GAAP basis performance measures are considered solid, they
are impacted by significant purchase accounting adjustments.  For
example, FRC's return on average assets (ROAA), net interest
margin (NIM), and efficiency ratios, as reported for the full year
2011, were 1.39%, 4.63%, and 48.7% respectively.  In assessing
FRC's profitability, Fitch focuses on adjusted measures, which
exclude purchase accounting. On this basis, ROA, NIM and
efficiency would be 0.88%, 3.53%, and 59.2%, respectively.  These
adjusted performance measures are in line with similarly rated
institutions and reported performance metrics are expected to
trend towards these adjusted levels over the next few years.

Tangible common equity levels of roughly 9%, taken in conjunction
with the bank's excellent asset quality, stands out amongst FRC's
rated peers.  This owes in part to the bank's de novo status due
to its divestiture from Bank of America in June 2010.  De novo
status requires FRC to maintain a Tier 1 leverage ratio of 8%
compared to the 5% minimum leverage ratio that would ordinarily be
the minimum for non de novo institutions.  The bank's de novo
status expires in 2017 and Fitch expects the bank to maintain a
healthy cushion of Tier 1 capital above this minimum at least
through 2017.  The bank's Tier 1 leverage ratio stands at 9.48% at
the first quarter of 2012 (1Q'12).

Loan growth has been robust since its divestiture with a
compounded annual growth rate of 17%. While deposit growth has
been strong as well, loan growth has outpaced with the difference
being funded with FHLB advances which amount to $3.05 billion as
of March 31, 2012.  While FRC has considerable capacity at the
FHLB (owing to its large residential mortgage book) and
demonstrated good access throughout the crisis, Fitch notes the
company's operates with a higher than peer average loan to deposit
ratio, which was 103% at March 31, 2012.

Fitch also notes there are significant concentrations within the
banks investment portfolio, loan book and deposit base.  Owing to
the company's focus on high net worth individuals its deposit base
is concentrated with 1% of its deposit relationships representing
38% of total deposits.  The loan book is similarly concentrated
with 67% of the loan portfolio being secured by residential real
estate, roughly half of which is in quake-prone San Francisco.
Finally, the bank's securities portfolio is more heavily weighted
towards municipals, given its loan book is already mortgage-
centric.

Fitch expects that resolution of the Positive Outlook would occur
within the next 18-24 months. Ratings could be upgraded if FRC can
demonstrate that the performance of recent loan growth conforms
with the company's strong historical underwriting standards.  In
addition, Fitch will factor in the company's ability to operate
with a loan to deposit ratio that is not significantly above its
current level.  Fitch will also consider FRC's ability to expand
its footprint in key markets in keeping with its core objectives.
With that said, the bank's ratings could be pressured if loan
growth continues to outstrip deposit growth and performance of
more recent loan vintages is comparatively weaker.  Also, given
its municipal exposures, significant changes to the
creditworthiness of underlying obligors could also be a negative
rating factor.

FRC is a wealth management and private banking institution with
$30 billion in assets and $26 billion of assets under
administration.  The bank operates primarily in the San Francisco
Bay area, New York, Los Angeles, Boston and San Diego.

Fitch has affirmed the following ratings:

First Republic Bank

  -- Long-term IDR at 'BBB+'; Outlook Positive
  -- Short-term IDR at 'F2';
  -- Viability Rating at 'bbb+';
  -- Long-term deposit at 'A-';
  -- Short-Term deposits at 'F2';
  -- Subordinated debt at 'BBB';
  -- Preferred stock at 'BB-';
  -- Support Floor 'NF';
  -- Support '5'.

First Republic Preferred Capital Corp.

  -- Preferred stock at 'BB-'.


FIRSTFED FINANCIAL: Seeks to Adjourn Disclosure Statement Hearing
-----------------------------------------------------------------
BankruptcyData.com reports that FirstFed Financial, HoldCo
Advisors, the Federal Deposit Insurance Corporation and the Los
Angeles County Treasurer and Tax Collector filed with the U.S.
Bankruptcy Court a motion for approval of a stipulation that would
adjourn the Disclosure Statement hearing, currently scheduled for
May 23, 2012, until June 6, 2012.

                     About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
Dec. 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.

The Debtor's exclusive period to propose a plan expired in January
2011.

The Debtor has proposed a Plan of Liquidation, which proposes an
orderly liquidation of the Debtor's estate.  Holdco Advisors L.P.,
submitted a competing plan of reorganization.


FLORIDA DEV'T: Fitch Affirms Rating on $89-Mil. Bonds at 'BB+'
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the Florida
Development Finance Corporation's (FDFC) approximately $89.2
million in outstanding revenue bonds, series 2011A/B.  The bonds
are issued on behalf of Renaissance Charter School, Inc. (RCS).
The Rating Outlook is Stable.

SECURITY

  -- Unrestricted revenues of the Financed Schools;
  -- A cash-funded debt service reserve fund;
  -- First liens on three of the financed facilities and a
     leasehold interest in the fourth; and
  -- 36 months of capitalized interest during the enrollment ramp-
     up period (approximately 24 months remaining).

The Financed Schools include Hollywood Academy of Arts and
Sciences, Hollywood Academy of Arts and Sciences Middle School,
Duval Charter School at Baymeadows, Duval Charter High School at
Baymeadows, Renaissance Charter School at Coral Springs, and the
Homestead Facility with students from Keys Gate Charter School and
Keys Gate Charter High School.

KEY RATING DRIVERS

INITIAL GROWTH ON TRACK: Consolidated enrollment growth at the
financed facilities, including three startup schools, exceeded
aggressive base case projections for fiscal 2012.  The financing
plan still anticipates substantial growth over the next few years.
Fitch views this as characteristic of non-investment grade
transactions;

EXPERIENCED MANAGEMENT DRIVES SUCCESS: The Financed Schools
benefit from the experience and successful record of Charter
Schools USA (CSUSA), which serves as their education management
organization (EMO).  CSUSA's EMO contracts are not coterminous
with final maturity of the bonds. Fitch views this as a credit
risk since the Financed Schools have virtually no management
capability absent CSUSA;

BENEFICIAL LEGAL PROVISIONS: Bondholders benefit from structural
aspects of the transaction.  This includes the consolidated
revenue pledge of the Financed Schools and subordination of
operating expenses along with CSUSA's management fees.
Unrestricted revenues of the Financed Schools flow monthly to the
trustee, with initial allocations to debt service;

STANDARD SECTOR CONCERNS: Limited financial cushion, very high
reliance on per-pupil revenues, and charter renewal risk are
credit concerns common in all charter school transactions.

FACTORS THAT MAY TRIGGER A RATING ACTION

UNEXPECTED ENROLLMENT VOLATILITY: Preliminary data indicates the
Financed Schools will meet or exceed fiscal 2013 (fall 2012) base
case enrollment projections.  Any unanticipated enrollment
shortfalls without appropriate management budgetary response could
trigger negative rating action;

CHARTER OR MANAGEMENT CONTRACT NONRENEWAL: Charter and EMO
contracts with the Financed Schools expire at various points over
the next five years, including one charter expiring this June.
Fitch anticipates regular renewals, but any failures, would likely
trigger a negative rating action.

CREDIT PROFILE

MEETING EXPECTATIONS

Combined enrollment at the Financed Schools of 3,162 (as of April
17, 2012) exceeded the base case projection for fiscal 2012 by
6.9%.  Positive variances at several schools (primarily Duval
Charter School at Baymeadows and Renaissance Charter School at
Coral Springs) offset shortfalls at others.

Fitch reviewed interim financial statements for the Financed
Schools (through Dec. 31, 2011) and anticipates fiscal 2012 year-
end performance close to the base case projection of breakeven
(adjusting for the use of capitalized interest).  Higher than
budgeted operating expenses, not uncommon for startup charter
schools, offset the modestly above-projection consolidated
enrollment growth.

As calculated by Fitch, projected fiscal 2012 net income available
for debt service (including capitalized interest) would cover
transaction-defined MADS by 0.93 times (x), in line with the base
case.  CSUSA projects just over 1x coverage of transaction-defined
MADS based on the calculation described in bond documents.  This
includes add-back of one-half of CSUSA's management fee.  Fitch
notes that legally, the entire fee is subordinated to debt
service.

CONTINUED GROWTH REQUIRED

CSUSA's preliminary budgets for the Financed Schools rely on a
substantial 55.4% growth in enrollment from the current 3,162.
The EMO's history of successful new school ramp-ups and promising
early enrollment trends data for the Financed Schools mitigates
some of the growth-related risk.

Nonetheless, Fitch views reliance on such substantial enrollment
growth as a fundamentally non-investment grade characteristic for
charter schools.  Enrollment stabilization at the Financed Schools
within the next three to four years as originally projected,
combined with improved financial performance, may lead to positive
rating movement.

PRUDENT FINANCIAL MANAGEMENT

In addition to enrollment growth, CSUSA's fiscal 2013 budgets will
also incorporate the state of Florida's (general obligation bonds
rated 'AAA' with a Negative Rating Outlook by Fitch) adopted
budget for next year.  While the budget reportedly increases
average per-pupil funding 2.4% across the state, CSUSA projects
the Financed Schools will see a 2% increase given their
anticipated student populations.

In the event of unanticipated mid-year reductions, or enrollment
shortfalls, Fitch believes CSUSA could implement offsetting
expense reductions to maintain budgetary balance.  The EMO
centralizes fiscal oversight for its managed schools and has a
history of adjusting expenses to match changes in state funding.

MANAGEABLE RENEWAL RSK

Keys Gate Charter School (KGCS)'s charter with Miami-Dade County
Public Schools (M-DCPS) expires on June 30.  Fitch received
feedback from a M-DCPS representative, indicating the working
relationship with KGCS is stable with no significant outstanding
issues.  CSUSA reports that M-DCPS's charter review committee will
recommend renewal of the KGCS charter at the M-DCPS School Board's
May 16 meeting.  An unexpected denial of renewal would likely
trigger a negative rating action by Fitch.

Representatives from the chartering agencies for the other
Financed Schools (M-DCPS, Broward County Public Schools, and Duval
County Public Schools) all reported stable working relationships
with the Financed Schools they authorize.  There were no reports
of unresolved issues, or potential challenges to future charter
renewals.  Fitch will continue to monitor charter renewal
applications and the Financed Schools' relationships with their
authorizers.

FINANCED CONSTRUCTION NEARLY COMPLETE

All but one of the series 2010 bond-financed projects opened in
fall 2011.  Construction on the final facility for Hollywood
Academy of Arts and Sciences and the related middle school began
in late 2011 as planned.  CSUSA reports the project is on schedule
and within budget for a July 15 completion, well in advance of the
start of the new school year.


GENERAC POWER: S&P Puts 'BB-' Corp. Credit Rating on Watch Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Waukesha,
Wisc.-based Generac Power Systems Inc., including the 'BB-'
corporate credit rating, on CreditWatch with negative
implications. "The CreditWatch listing indicates we could either
affirm or lower the rating following the completion of our
analysis," S&P said.

"The CreditWatch listing follows Generac's announcement that it
intends to issue $1.2 billion of new debt to repay existing debt
as well as fund a special dividend to shareholders. Our base-case
scenario for 2012 assumes that Generac's operating results in 2012
will be aided by storm activity in 2011, which we believe will
translate into greater sales of higher margin residential standby
generators. However, we previously assumed that leverage would be
3x or less by year-end, given around $575 million of balance sheet
debt. As a result of the significant increase in debt, leverage
will likely rise to around 5.5x by year-end 2012, which is more in
line with an 'aggressive' financial risk profile and a lower
rating," S&P said.

"Generac primarily manufacturers standby and portable generators
for residential, industrial, light commercial, and
telecommunications use in the U.S. The company derives about half
of its sales from the residential generator market, where customer
purchases are largely discretionary and driven by storm
preparedness and the threat of power outages due to an aging
electrical grid," S&P said.

"In resolving the CreditWatch listing, Standard & Poor's will
assess Generac's operating strategies and financial policy in
light of the significant amount of new debt and the special
dividend, as well as the impact of these actions on the company's
credit measures," S&P said.

"Based on the current proposal, it is likely that we would lower
the corporate credit rating by one notch when the company
completes its refinancing transaction," said Standard & Poor's
credit analyst Megan Johnston.


GEORGIA GULF: S&P Affirms 'BB-' Corp. Credit Rating; Off Watch Pos
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all its ratings,
including its 'BB-' corporate credit rating, on Atlanta-based
Georgia Gulf Corp. "At the same time, we removed them from
CreditWatch where we had placed them with positive implications on
Jan. 17, 2012. The outlook is stable," S&P said.

"Our rating actions on Georgia Gulf follow higher-rated Westlake
Chemical Corp.'s [BBB-/Stable/--] withdrawal of its unsolicited
offer to acquire Georgia Gulf," said Standard & Poor's credit
analyst Cynthia Werneth. "While the ratings on Georgia Gulf were
on CreditWatch, we raised them based on its improved standalone
credit quality."

"The ratings reflect our assessment of Georgia Gulf's business
profile as 'weak' and financial profile as 'significant'," S&P
said.

"Georgia Gulf's credit measures have strengthened significantly
through earnings improvement and debt reduction since 2009, when
it completed a debt restructuring that included a debt for equity
exchange. As of March 31, 2011, total adjusted debt was about $620
million, with debt to EBITDA of about 2.5x and funds from
operations (FFO) to debt of about 30%. We adjust debt to include
capitalized operating leases as well as tax-effected
postretirement, environmental, and asset retirement liabilities.
At the current ratings, we expect FFO to debt to average 20% to
25%. As a result, there is cushion in the ratings for earnings and
cash flow volatility, as well as seasonal and price-related
working capital increases. The company should also be able to
execute some debt-funded capital spending or acquisitions while
maintaining credit quality," S&P said.

"Based in Atlanta, Georgia Gulf is an integrated vinyls and
building materials producer operating a primarily commodity
business with some volatility in earnings and cash flow. Georgia
Gulf is an integrated producer of PVC building and home
improvement products, PVC resin, and aromatic chemicals, with
trailing-12-month revenue of nearly $3.3 billion. It also sells
caustic soda, a co-product resulting from its backward integration
into chlorine, which is used in PVC production. Georgia Gulf is
among the top four U.S. producers of PVC. It also benefits from
favorable long-term demand growth prospects linked to economic
output and the housing market, and a significant degree of
backward integration into major inputs (like chlorine) and value-
added PVC products. Relative to its competitors, it is also well
forward-integrated into PVC end products (window and door
components, siding, and pipe), mainly as a result of its 2006
acquisition of the Royal Group. Still, demand remains susceptible
to cyclical downturns, and operating performance is vulnerable to
large supply additions by competitors. PVC exports offset ongoing
weakness in domestic demand, but depend at least partly on the
continuation of low ethylene prices in North America and favorable
exchange rates," S&P said.

"The outlook is stable. At the current ratings we expect Georgia
Gulf's FFO to debt to average 20% to 25%. Despite industry
cyclicality and potentially significant capital spending to expand
chlorine capacity, we believe this performance level is
sustainable based on favorable natural gas costs, prospects for
North American construction markets to gradually strengthen, and
our expectation that Georgia Gulf will use debt prudently to
support modest growth initiatives in its core businesses," S&P
said.

"We could lower the ratings in the unlikely event that growth
initiatives strain credit metrics beyond our expectations
(resulting in FFO to debt below 20% with no prospects for
improvement). Given Georgia Gulf's current business risk profile,
FFO to debt would have to average above 30% for us to consider
an upgrade. We view this as unlikely in the near term given the
capital expansion that management is currently considering," S&P
said.


GIBSON ENERGY: Moody's Issues Correction to April 26 Release
------------------------------------------------------------
Moody's Investors Service issued a correction to the April 26,
2012 ratings release of Gibson Energy Inc.

Moody's upgraded Gibson Energy Inc.'s Corporate Family Rating
(CFR) to Ba3 from B1, and upgraded the company's senior secured
bank credit facility to Ba3 from B1. The Speculative Grade
Liquidity rating was changed to SGL-3 from SGL-2. The outlook is
stable.

"The upgrade reflects Gibson's growth in the terminals and
pipelines business, enhanced trucking presence in the United
States through the Taylor acquisition, and significant improvement
in the company's debt metrics," said Terry Marshall, Moody's
Senior Vice President. "Gibson's EBITDA has increased
significantly over the last 12 to 18 months. Moody's believes that
the company's terminals and pipelines, and trucking segments will
remain sufficiently healthy through 2013 to uphold the Ba3 CFR."

Downgrades:

  Issuer: Gibson Energy Inc.

     Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

Upgrades:

  Issuer: Gibson Energy Inc.

     Probability of Default Rating, Upgraded to Ba3 from B1

     Corporate Family Rating, Upgraded to Ba3 from B1

  Issuer: Gibson Energy ULC

     Senior Secured Bank Credit Facility, Upgraded to a range of
     Ba3, LGD3, 39% from a range of B1, LGD3, 43%

     Senior Secured Bank Credit Facility, Upgraded to a range of
     Ba3, LGD3, 39% from a range of B1, LGD3, 43%

Outlook Actions:

  Issuer: Gibson Energy Inc.

     Outlook, Changed To Stable From Positive

  Issuer: Gibson Energy ULC

     Outlook, Changed To Stable From Positive

Withdrawals:

  Issuer: Gibson Energy ULC

     Senior Secured Regular Bond/Debenture, Withdrawn, previously
     rated Ba3, LGD3, 39%

     Senior Secured Regular Bond/Debenture, Withdrawn, previously
     rated Ba3, LGD3, 39%

Ratings Rationale

Gibson's Ba3 CFR reflects the company's small size, and price and
volume risks inherent in the company's business segments,
particularly with respect to its marketing and trading activities,
which expose the company to market risks resulting from movements
in commodity prices between the time volumes are purchased and
sold. The marketing business has a track record of consistent if
modest profitability, and Gibson's experienced management team has
hedged price risk inherent in this business segment appropriately
to date. The rating also considers the company's low leverage,
which Moody's expects to remain below 4.0x following significant
improvement since 2010 because of considerable EBITDA growth. The
rating is further supported by Gibson's diversified operations in
several midstream segments, solid market position in each of its
principal business areas, and proximity and ability to service the
oil sands industry. The rating also considers the exit of
Riverstone Holdings LLC, a private equity firm, from the company
reducing the likelihood of leverage increasing.

The SGL-3 Speculative Grade Liquidity rating indicates adequate
liquidity through mid 2013. During this period Moody's expects
Gibson to generate C$230 million of negative free cash flow, which
will be funded with cash, revolver drawings and possibly equity.
At December 31, 2011 Gibson had about C$65 million of cash and
C$215 million available, after C$60 million in letters of credit,
under its C$275 million senior secured revolving credit facility
expiring June, 2016. The revolver has two financial covenants
(maximum senior secured leverage ratio of 5:1 with two step-downs;
minimum interest coverage ratio of 2.5:1 with two step-ups),
neither of which is expected to pose a compliance issue. Gibson's
alternative sources of liquidity are limited principally to the
sale of existing properties, which are largely encumbered and
would require the approval of secured lenders.

The secured revolver and term loan B are rated at the Ba3 CFR,
reflecting both the overall probability of default, to which
Moody's assigns a PDR of Ba3, and a loss given default (LGD) of
LGD3 (39%) using Moody's Loss Given Default Methodology. Moody's
LGD model indicates a rating of Ba2 for the secured revolver and
term loan B, but Moody's applies a one notch override to Ba3 given
the large and volatile trade payables tied to the company's
marketing business. This large trade payables balance reflects the
significant weighting of purchase and sale activity. Given that
approximately 50% of these payables are netted against receivables
on a monthly basis, only 50% of trade payables are included in the
LGD model.

The stable outlook reflects Gibson's low leverage, solid EBITDA,
and diversification across several midstream segments in western
Canada and in the United States. While an upgrade is unlikely in
the near term, the rating could be considered for an upgrade if
Gibson expands the scale and scope of its operations, increasing
EBITDA to over US$400 million per annum, while maintaining debt to
EBITDA below 3.0x. The rating could be downgraded if Gibson's
financial leverage increases due to debt funded capital
expenditures. More specifically, if debt to EBITDA cannot be
sustained under 5.0x a ratings downgrade could result. A downgrade
is also likely if the company produces any material losses from
the marketing segment.

The principal methodology used in rating Gibson Energy was the
Global Midstream Energy Industry Methodology published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Gibson Energy Inc. is a Calgary, Alberta-based midstream energy
company engaged in the transportation, storage, blending,
processing, marketing and distribution of crude oil and related
products. Gibson Energy ULC is a wholly-owned subsidiary of
publicly-traded Gibson Energy Inc., which will provide a
downstream guarantee for the rated debt.


GLOBAL FOOD: Incurs $658,000 Net Loss in First Quarter
------------------------------------------------------
Global Food Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $657,557 on $29,736 of revenue for the three months
ended March 31, 2012, compared with a net loss of $998,194 on
$89,566 of revenue for the same period during the prior year.

Global Food reported a net loss of $3.68 million in 2011, compared
with a net loss of $3.74 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.11 million in total assets, $4.46 million in total liabilities,
all current, and a $3.35 million total stockholders' deficit.

Following the 2011 results, Squar, Milner, Peterson, Miranda &
Williamson, LLP, in Newport Beach, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted the Company has an
accumulated deficit of approximately $68,000,000 at Dec. 31, 2011,
has negative cash flow from operations of approximately $2,800,000
for the year ended Dec. 31, 2011, and has negative working capital
at Dec. 31, 2011.  The Company's ability to continue operations is
predicated on its ability to raise additional capital and,
ultimately, to achieve profitability.

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

                       http://is.gd/j7syPC

                        About Global Food

Headquartered in Hanford, California, Global Food Technologies,
Inc., is a life sciences company focused on food safety processes
for the food processing industry by using its proprietary
scientific processes to substantially increase the shelf life of
commercially packaged seafood and to make those products safer for
human consumption.  The Company has developed a process using its
technology called the "iPuraT Food Processing System".  The System
is installed in processor factories in foreign countries with the
product currently sold in the United States.


GUITAR CENTER: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
Westlake Village, Calif.-based musical instrument retailer Guitar
Center Holdings Inc. to negative from stable. "At the same time we
affirmed all existing rating on the company, including our 'B-'
corporate credit rating," S&P said.

"We rate subsidiary Guitar Center Inc.'s $375 million revolver due
2016 'B+' with a recovery rating of '1', indicating our
expectation for high (90% to 100%) recovery in the event of a
payment default. We rate the company's $650 million term loan due
2017 'B-' with a recovery rating of '3', indicating our
expectation for meaningful (50% to 70%) recovery of principal in
the event of a payment default," S&P said.

"In addition, we rate both Guitar Center Inc.'s $375 million cash
interest-paying senior unsecured notes due 2017 and Guitar Center
Holdings' $401.758 million senior unsecured notes due 2018 'CCC'.
Both notes have a recovery rating of '6', indicating our
expectation for negligible (0% to 10%) recovery in the event of a
payment default," S&P said.

"Our ratings on Guitar Center reflect our assessment that the
company's liquidity is 'less than adequate' but sufficient to
avoid a default within two years," S&P said.

"The March 2011 amendment of the company's capital structure
allowed it to accrue 50% of interest on the Holdco notes for the
next four payment periods, the last being in October 2012.
Subsequently, the company will have to pay cash interest on these
notes with the first payment due in April 2013. In addition,
Guitar Center must make a $134.7 million AHYDO payment in April
2013. This cash payment represents accrued payment-in-kind (PIK)
interest of $189.7 million on the company's Holdco notes that has
been added to the principal, minus the first payment that the
company made in the amount of $55 million. As such, we believe the
company will have to borrow under its asset-based loan (ABL)
revolver to meet its financing and operating needs during 2013. In
our view, this will result in cushion to its net senior leverage
covenant narrowing to about 10%," S&P said.

"We view Guitar Center's financial risk profile as 'highly
leveraged,' reflecting its high debt levels resulting from 2007
LBO transaction and weak cash flow protection measures," said
Standard & Poor's credit analyst Mariola Borysiak.

"Our rating outlook is negative and reflects our less-than-
adequate liquidity assessment. We anticipate the company will have
to borrow under its revolver to meet its financing and operating
needs during 2013. We therefore believe that cushion to the
company's senior secured leverage will narrow to about 10%," S&P
said.

"A downgrade could occur if lower-than-expected EBITDA growth
leads us to believe that the company could breach its financial
covenants," S&P said.

"Although unlikely in the near term, a positive rating action
would entail our reassessment of liquidity back to 'adequate' and
leverage decreasing toward 6x," S&P said.


GUSHAN ENVIRONMENTAL: Gets NYSE Notice of Non-Compliance
--------------------------------------------------------
Gushan Environmental Energy Limited, a producer of biodiesel and a
manufacturer of copper products in China, disclosed on May 1,
2012, it received a letter from the New York Stock Exchange
notifying the Company that it was not in compliance with one of
the NYSE's standards for continued listing of the Company's
American depositary shares on the exchange.  Specifically, the
NYSE indicated that it considers the Company to be "below
criteria" because, as of Dec. 31, 2011, its average global market
capitalization over a consecutive 30 trading-day period was less
than $50 million and, at the same time, its total stockholders'
equity was less than $50 million.  On April 27, 2012, the Company
reported that as of Dec. 31, 2011, its total shareholders' equity
attributable to the Company was approximately $36.2 million.  As
of Dec. 31, 2011, the Company's global market capitalization over
a consecutive 30 trading-day period was $27.5 million.

Under NYSE continued listing rules, the Company has 90 days from
the receipt of the letter to submit a plan advising the NYSE of
definitive action the Company has taken, or is taking, that would
bring it into conformity with the applicable standards within 18
months of receipt of the letter.  If the NYSE staff determines
that the Company has not made a reasonable demonstration of an
ability to come into conformity with the applicable standards
within 18 months, the NYSE staff will promptly initiate suspension
and delisting procedures.  Otherwise, if the NYSE staff accepts
the plan, the Company will be subject to semi-annual review by the
NYSE staff for compliance with this plan until either the Company
is able to demonstrate that it has returned to compliance for a
period of two consecutive quarters or the expiration of the 18
month period.  The NYSE staff will promptly initiate suspension
and delisting procedures if the Company fails to meet the
continued listing standards at the end of the 18 month period.
The Company currently intends to submit such a plan and is
exploring alternatives for curing the deficiency and regaining
compliance with the NYSE's continued listing standards.

The Company's business operations and Securities and Exchange
Commission reporting requirements are unaffected by this letter.
The Company's ADSs will remain listed on the NYSE under the symbol
GU but will be assigned a ".BC" indicator by the NYSE to signify
that the Company is currently not in compliance with the NYSE's
continued listing standards.

                  About Gushan Environmental

Environmental Energy Limited produces biodiesel, a renewable,
clean-burning and biodegradable fuel and a raw material used to
produce chemical products, primarily from used cooking oil, and
by-products from biodiesel production, including glycerine and
plant asphalt.  Gushan sells biodiesel directly to users, such as
marine vessel operators and chemical factories, as well as to
petroleum wholesalers and individual retail gas stations.  The
Company has seven production facilities, located in the Sichuan,
Hebei, Fujian and Hunan provinces and in Beijing, Shanghai and
Chongqing, with a combined annual production capacity of 490,000
tons.  Gushan's Sichuan production facility is currently in
operation.  Gushan also operates a copper products business in
China which manufactures copper rods, copper wires, copper
granules and copper plates primarily from recycled copper.
Currently, the copper products business has two plants, with a
daily production capacity of approximately 210 tons of recycled
copper products.


HARCH CLO III: Moody's Raises Rating on Class D Notes From 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of the
following notes issued by Harch CLO III Limited:

U.S. $26,000,000 Class B Floating Rate Notes, Due 2020 Notes,
Upgraded to Aaa (sf); previously on December 12, 2011 Upgraded to
Aa1 (sf);

U.S. $20,000,000 Class C Deferrable Floating Rate Notes, Due 2020
Notes, Upgraded to A1 (sf); previously on December 12, 2011
Upgraded to A3 (sf);

U.S. $19,000,000 Class D Deferrable Floating Rate Notes, Due 2020
Notes, Upgraded to Baa3 (sf); previously on September 1, 2011
Upgraded to Ba1 (sf).

Ratings Rationale

According to Moody's, the rating actions taken on the notes are
primarily a result of delevering of the senior notes resulting in
an increase in the transaction's overcollateralization ratios
since the rating action in December 2011. Moody's notes that the
Class A Notes have been paid down by approximately 37.7% or $48
million since the last rating action. Based on the latest trustee
report dated April 20, 2012, the Class A/B, Class C, Class D, and
Class E overcollateralization ratios are reported at 136.7%,
122.0%, 110.7% and 103.2%, respectively, versus December 2011
levels of 131.1%, 119.0%, 109.4% and 102.8%, respectively.

Moody's notes that its analysis takes into account (1) the current
constraints around reinvesting due to the failure to meet certain
reinvestment criteria and (2) the possibility that the deal will
be allowed to reinvest in additional collateral obligations if the
restrictions on reinvesting are removed. In its analysis Moody's
assigned a higher likelihood that the deal will be able to
reinvest principal proceeds. As of the April 2012 trustee report,
the principal collections account balance is $31.3 million. Due to
the unique constraints around the deal's reinvestment capability,
Moody's analyzed two alternative scenarios for this transaction.
In the first case (the "static case"), Moody's assumed that the
current outstanding principal collections along with future
amortizations are held in a reserve account until the end of the
reinvestment period. After the end of the reinvestment period, the
cash is released from the reserve account for application in
accordance with the priority of payments. Moody's also analyzed a
second scenario where reinvesting is permitted (the "reinvesting
case"). Due to the uncertainty in the composition of the new asset
pool in the reinvesting case, Moody's chose a combination of WARF,
WAS, and Diversity that is achievable, in Moody's view, when
reinvstment is reinstated, taking into account both the collateral
covenants and the additional diversity benefits from reinvesting
the current balance in the principal collections account. Moody's
also extended the weighted average life by one year from the
current weighted average life in Moody's analysis, consistent with
the covenant. In the reinvesting case, Moody's assumed that the
additional collateral obligations purchased with principal
collections will have a credit risk profile which is no worse than
the portfolio parameters of the current pool.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as par, weighted average rating
factor, diversity score, and weighted average recovery rate, may
be different from the trustee's reported numbers. In both the
static and reinvesting case, Moody's analyzed the underlying
collateral pool to have a performing par and principal proceeds
balance of $209.0 million (the principal proceeds of $31.3 million
are assumed to be held in a reserve account until the end of the
reinvestment period in the static case, and are assumed to be used
to reinvest in additional collateral in the reinvesting case), a
defaulted par balance of $0.6 million, a WARF of 2646, a weighted
average recovery rate upon default of 48.62%. In the static case,
Moody's assumes a WAL of 4.0 years, a weighted average default
probability of 17.32%, and a diversity score of 41. In the
reinvesting case, Moody's assumes a WAL of 5.0 years, a weighted
average default probability of 19.82%, and a diversity score of
45. The default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject to
stresses as a function of the target rating of each CLO liability
being reviewed. The default probability is derived from the credit
quality of the collateral pool and Moody's expectation of the
remaining life of the collateral pool. The average recovery rate
to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also factors.

Harch CLO III Limited, issued on April 17, 2007, is a
collateralized loan obligation backed primarily by a portfolio of
senior secured loans.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities. Below is a summary of the impact of
different default probabilities (expressed in terms of WARF
levels) on all rated notes (shown in terms of the number of
notches' difference versus the current model output, where a
positive difference corresponds to lower expected loss), assuming
that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2117)

Class A-1: 0
Class A-2: 0
Class B: 0
Class C: 3
Class D: 1
Class E: 1

Moody's Adjusted WARF + 20% (3169)

Class A-1: 0
Class A-2: 0
Class B: -1
Class C: -1
Class D: -1
Class E: -3

Sources of additional performance uncertainties are described
below:

1) Currently, a substantial proportion of the portfolio is held in
cash due to high prepayment levels in the loan market and the
deal's inability to reinvest. In its reinvesting case analysis,
Moody's assumed that the cash would be reinvested primarily in
senior secured loans. The deal may also be impacted by the timing
and pace of any potential reinvesting in the future.

2) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which may be
extended due to the manager's decision to reinvest into new issue
loans or other loans with longer maturities and/or participate in
amend-to-extend offerings. Moody's tested for a possible extension
of the actual weighted average life in its reinvesting case
analysis.

3) Other collateral quality metrics: The deal will likely be able
to reinvest after the rating actions, and the manager will have
the ability to deteriorate the collateral quality metrics'
existing cushions against the covenant levels. In its reinvesting
case analysis, Moody's analyzed the impact of assuming the worse
of reported and covenanted values for WARF, WAS, WAC, and
diversity score. However, as part of the base case, Moody's
considered spread levels higher than the covenant levels due to
the large difference between the reported and covenant levels.
Moody's also considered diversity levels higher than the covenant
levels reflecting additional diversity benefits from reinvesting
the current balance in the principal collections account.


HANMI FINANCIAL: Files Form 10-Q; Posts $7.3MM Net Income in Q1
---------------------------------------------------------------
Hanmi Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly on Form 10-Q disclosing net
income of $7.34 million on $30.29 million of total interest and
dividend income for the three months ended March 31, 2012,
compared with net income of $10.43 million on $33.87 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 $2.77
billion in total assets, $2.47 billion in total liabilities and
$293.71 million in total stockholders' equity.

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

                       http://is.gd/qhmPqd

                       About Hanmi Financial

Headquartered in Los Angeles, California, Hanmi Financial Corp.
(Nasdaq: HAFC) -- http://www.hanmi.com/-- is the holding company
for Hanmi Bank, a state chartered bank with headquarters located
at 3660 Wilshire Boulevard, Penthouse Suite A, in Los Angeles.
Hanmi Bank provides services to the multi-ethnic communities of
California, with 27 full-service offices in Los Angeles, Orange,
San Bernardino, San Francisco, Santa Clara and San Diego counties,
and a loan production office in Washington State.

                           Going Concern

At Dec. 31, 2011, the Bank had a tangible stockholders' equity to
total tangible assets ratio of 12.48 percent.  Accordingly, the
Company is in compliance with the Final Order.  Pursuant to the
Written Agreement, the Company is also required to increase, and
is required to maintain, sufficient capital at the Company and at
the Bank that is satisfactory to the Federal Reserve Bank.  Should
the Company's asset quality erode and require significant
additional provision for credit losses, resulting in consistent
net operating losses at the Bank, the Company's capital levels
will decline and the Company will need to raise capital to satisfy
its agreements with the regulators and any future regulatory
orders or agreements the Company may be subject to.

The Bank is subject to additional regulatory oversight as a result
of a formal regulatory enforcement action issued by the Federal
Reserve Bank and the California Department of Financial
Institutions.  On Nov. 2, 2009, the members of the Board of
Directors of the Bank consented to the issuance of the Final Order
from the California Department Financial Institutions.  On the
same date, the Company and the Bank entered into the Written
Agreement with the Federal Reserve Bank.  Under the terms of the
Final Order and the Written Agreement, the Bank is required to
implement certain corrective and remedial measures under strict
time frames.


HAYDEL PROPERTIES: Can Hire Alfonso for Sale of 9424 Three Rivers
-----------------------------------------------------------------
Haydel Properties, LP, obtained permission from the U.S.
Bankruptcy Court for the Southern District of Mississippi to
employ Alfonso Realty, Inc., doing business as Coldwell Bank
Alfonso Realty, as real estate broker to represent the Debtor in
the sale of 9424 Three Rivers Road, Gulfport, Mississippi during
the pendency of the Chapter 11 proceeding.

As reported by the Troubled Company Reporter on May 1, 2012, the
professional services to be rendered by Alfonso Realty will
include, but not is limited to the showing of 9424 Three Rivers
parcel and assisting in the closing of the sale of said parcel.

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  Christy Pickering serves as accountant.  The Debtor
disclosed $11.7 million in assets and $7.24 million in liabilities
as of the Chapter 11 filing.  The petition was signed by Michael
D. Haydel, manager of general partner.


HAYDEL PROPERTIES: Can Hire Schwartz Orgler to Handle Assets Sale
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
granted Haydel Properties, LP, authorization to employ Schwartz,
Orgler & Jordan, PLLC, as special counsel.

As reported by the Troubled Company Reporter on May 2, 2012, the
Debtor expects to sell different parcels of real property during
the course of the Chapter 11 Proceeding.  SOJ will represent the
Debtor in the sale of 9424 Three Rivers Road, Gulfport,
Mississippi and the sale of any other parcels of real property
during the pendency of the Chapter 11 proceeding.

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  Christy Pickering serves as accountant.  The Debtor
disclosed $11.7 million in assets and $7.24 million in liabilities
as of the Chapter 11 filing.  The petition was signed by Michael
D. Haydel, manager of general partner.


HAYDEL PROPERTIES: Court Okays Mark Cumbest as Real Estate Broker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
granted Haydel Properties, LP, permission to employ Mark Cumbest
as real estate broker.

As reported by the Troubled Company Reporter on May 1, 2012, Mr.
Cumbest's professional services include listing for sale,
marketing and selling the Debtor's real property.  The Debtor
agreed, subject to a Court approval, to pay Mr. Cumbest an 8% of
the gross sale price of each property sold, to be paid at closing.

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  Christy Pickering serves as accountant.  The Debtor
disclosed $11.7 million in assets and $7.24 million in liabilities
as of the Chapter 11 filing.  The petition was signed by Michael
D. Haydel, manager of general partner.


HAYDEL PROPERTIES: Has OK to Hire Owen & Co. as Real Estate Broker
------------------------------------------------------------------
Haydel Properties, LP, obtained authorization from the U.S.
Bankruptcy Court for the Southern District of Mississippi to
employ Owen & Co., LLC doing business as Owen & Co. Real Estate,
as a real estate broker.

As reported by the Troubled Company Reporter on May 1, 2012, the
professional services of Owen & Co. will include:

   a. listing and showing of any parcels of real property in which
      the Debtor wishes to sell;

   b. assisting the Debtor in negotiations with any prospective
      purchasers; and

   c. assisting in the closing of any sales procured by Owen & Co.

Haydel Properties LP, in Biloxi, Mississippi, filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012.
Judge Katharine M. Samson presides over the case.  Patrick A.
Sheehan, Esq., at Sheehan & Johnson, PLLC; and Robert Gambrell,
Esq., at Gambrell & Associates, PLLC, serve as the Debtor's
counsel.  Christy Pickering serves as accountant.  The Debtor
disclosed $11.7 million in assets and $7.24 million in liabilities
as of the Chapter 11 filing.  The petition was signed by Michael
D. Haydel, manager of general partner.


HEALTH DISTILLERS: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Health Distillers International, Inc.
        Bda. Buena Vista
        167 Quisqueya
        Hato Rey, PR 00917

Bankruptcy Case No.: 12-03574

Chapter 11 Petition Date: May 7, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  C. CONDE & ASSOC.
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203
                  E-mail: notices@condelaw.com

Scheduled Assets: $4,520,825

Scheduled Liabilities: $3,024,332

A copy of the Company's list of its four largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-36165.pdf

The petition was signed by Andrew Bert Foti, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
International Home Products, Inc.     12-02997            04/19/12


HCSB FINANCIAL: Authorized Common Shares Hiked to $500 Million
--------------------------------------------------------------
The 2012 annual meeting of shareholders of HCSB Financial
Corporation was held on April 26, 2012, at the Center for Health
and Fitness at 3207 Casey Street, Loris, South Carolina.  The
meeting was adjourned and reconvened on May 8, 2012, for the
approval of the final proposal, to amend the Company's Articles of
Incorporation.  At the annual meeting, the stockholders approved
the amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of common stock from
10,000,000 shares to 500,000,000 shares.

                        About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.

HCSB reported a net loss of $29.01 million in 2011, compared with
a net loss of $17.27 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$535.69 million in total assets, $540.91 million in total
liabilities and a $5.21 million total shareholders' deficit.

For 2011, Elliott Davis, LLC, in Columbia, South Carolina,
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 that have eroded
regulatory capital ratios and the Company's wholly owned
subsidiary, Horry County State Bank, is under a regulatory Consent
Order with the Federal Deposit Insurance Corporation (FDIC) that
requires, among other provisions, capital ratios to be maintained
at certain levels.  As of Dec. 31, 2011, the Company is considered
significantly undercapitalized based on their regulatory capital
levels.

                           Consent Order

On Feb. 10, 2011, the Bank entered into the Consent Order with the
FDIC and the State Board.   The Consent Order conveys specific
actions needed to address the Bank's current financial condition,
primarily related to capital planning, liquidity/funds management,
policy and planning issues, management oversight, loan
concentrations and classifications, and non-performing loans.

The Company believes it is currently in substantial compliance
with the Consent Order except for the requirement to achieve and
maintain, within 150 days from the effective date of the Consent
Order, Total Risk Based capital at least equal to 10% of risk-
weighted assets and Tier 1 capital at least equal to 8% of total
assets.

At Sept. 30, 2011, the Bank was categorized as "significantly
undercapitalized."

Pursuant to the requirements under the Consent Order, the Company
submitted its capital plan to the FDIC for review.  The FDIC has
directed the Company to revise the capital plan and, in addition,
to develop a capital restoration plan, which the Company has
resubmitted.


HOLLIFIELD RANCHES: Can Access $1.6-Mil JR Simplot Secured Debt
---------------------------------------------------------------
The Hon. Jim D. Pappas of the Bankruptcy Court for the District of
Idaho authorized Hollifield Ranches, Inc., to incur secured debt.

The terms of the secured transaction are:

   Lender:              Simplot

   Amount of Loan:      Not to exceed $1.6 million

   Purpose:             For fertilizer, chemicals, to spray crops
                        and fuel

   Interest rate:       4%

   Date of Repayment:   On demand, but not later than
                        Dec. 31, 2012

   Collateral:          First and paramount lien against the
                        Debtor's crops

The amount of crop proceeds expected from the 2012 farming season
is projected to be $6,849,000.  KeyBank has a lien on the same
collateral.

Judge Pappas orders that KeyBank's lien will be subordinate to the
J R Simplot lien as to crops and crop proceeds.

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches Inc. filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010.
Hollifield Ranches owns a farming, cattle and dairy operation, and
allegedly is owed money for potatoes it sent to Cummins Family
Produce, Inc., for processing.  Brent T. Robinson, Esq., in
Rupert, Idaho, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million as of the Chapter 11
filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy business encountered cash flow problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

J. Justin May, Esq., at May, Browning & May, represents the
Official Committee of Unsecured Creditors.


HOLLIFIELD RANCHES: Pegs KeyBank Claim at $14.1 Million
-------------------------------------------------------
Hollifield Ranches Inc. seeks approval of a stipulation with
KeyBank National Association providing for these terms:

     -- Hollifield Ranches Inc., White Gold Dairy, LLC, Double H
        Cattle L.P., Hollifield Ranches Inc., and Terry and Carol
        Hollifield, as Borrowers, will be jointly and severally
        liable for the totality of the claim of KeyBank, until the
        Claim of KeyBank is paid in full.

     -- The amount of the KeyBank Claim is stipulated to be
        $14.1 million as of May 2, 2012.  The Claim will accrue
        interest at the rate of Key Bank prime plus 2%.

     -- After Court approval, the Debtor or Entities will
        immediately pay over to KeyBank the sum of $1.2 million,
        which KeyBank will apply to its Claim.

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches Inc. filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010.
Hollifield Ranches owns a farming, cattle and dairy operation, and
allegedly is owed money for potatoes it sent to Cummins Family
Produce, Inc., for processing.  Brent T. Robinson, Esq., in
Rupert, Idaho, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million as of the Chapter 11
filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy busine2ss encountered cash flow
problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

J. Justin May, Esq., at May, Browning & May, represents the
Official Committee of Unsecured Creditors.


HOLLIFIELD RANCHES: To Liquidate White Gold Dairy
-------------------------------------------------
Hollifield Ranches Inc. asks the Bankruptcy Court for approval of
a stipulation to commence the liquidation or sale or lease of all
assets of the estate of White Gold Dairy.

The Liquidation proceeds of the real property and all tangible
personal property assets necessary for the lease or sale of White
Gold Dairy as a "turn-key" dairy are designated as the "MetLife
Collateral", which includes a first lien in the Debtor's milk
proceeds, but only up to $29,060 per month.  All remaining
personal property owned by White Gold Dairy is designated the
"KeyBank Collateral," which includes milk proceeds, all livestock
of any kind or nature, all cattle, feed, and non-dairy equipment.

The Parties agree that KeyBank holds a first perfected security
interest in all KeyBank Collateral, subject only to the purchase
money security interest of certain creditors as identified in the
Plan.  The Debtor will deliver to KeyBank no later than June 1,
2012, a copy of a valuation of all equipment from an independent
third party, valuing each item of equipment separate from the
other.

It is the goal of the Parties to liquidate the KeyBank assets, and
pay the proceeds to KeyBank, no later than Sept. 30, 2012.  The
Parties wish to complete an orderly Liquidation of White Gold
Dairy so as to maximize the Liquidation proceeds.

The Debtor and White Gold Dairy will, by Sept. 30, 2012, pay over
to KeyBank the sum of the Initial Cash Payment; plus the greater
of (i) $3 million; or (ii) the actual proceeds of the Liquidation.
The failure to complete the Liquidation by Sept. 30, 2012, will be
considered to be an Event of Default.

The payment of the KeyBank Remaining Claim Balance Due will be
governed by the Plan to be proposed by the Debtor in compliance
with the Stipulation.  The Parties anticipate that the amount of
the KeyBank Remaining Claim Balance Due will be the difference
between the amount of the Claim ($14.1 million as of May 2, 2012),
less (a) the Initial Cash Payment ($1.2 million), less the
Liquidation proceeds (at least $3 million), less the First
Discount ($2 million), for a total KeyBank Remaining Claim Balance
Due of approximately $7.9 million.

The Liquidation process will be considered to be a Liquidation
undertaken by the Debtor and the Entities, and will in no way be
considered or interpreted to be a sale by KeyBank subject to the
terms of the Uniform Commercial Code, as adopted by the Idaho
Statutes.

                     About Hollifield Ranches

Hansen, Idaho-based Hollifield Ranches Inc. filed for Chapter 11
bankruptcy (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010.
Hollifield Ranches owns a farming, cattle and dairy operation, and
allegedly is owed money for potatoes it sent to Cummins Family
Produce, Inc., for processing.  Brent T. Robinson, Esq., in
Rupert, Idaho, represents the Debtor.  The Debtor estimated assets
and debts at $10 million to $50 million as of the Chapter 11
filing.

The Debtor, which is run by Terry Hollifield, was forced to seek
bankruptcy after its dairy business encountered cash flow problems
in 2008 when the cost of feed was very high, and its cattle
business had problems with the falling price for livestock.

J. Justin May, Esq., at May, Browning & May, represents the
Official Committee of Unsecured Creditors.


HOOPER PROPERTY: Files for Bankruptcy to Restructure Debts
----------------------------------------------------------
Annie Johnson, staff reporter at Nashville Business Journal, says
Hooper Property voluntarily filed for Chapter 11 bankruptcy
protection.

The report, citing court documents, notes the company, headed by
Kingsley Hooper, listed between $1 million and $10 million in both
assets and liabilities.  Among the company's largest unsecured
creditors are Metro Nashville for $50,000 and Bank of America for
a $26,000 line of credit.  No other information was provided in
the initial filing.


HOOPER PROPERTY: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hooper Property LLC
        1932 Upland Dr.
        Nashville, TN 37216

Bankruptcy Case No.: 12-04349

Chapter 11 Petition Date: May 8, 2012

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

Judge: Keith M. Lundin

Debtor's Counsel: Griffin S. Dunham, Esq.
                  Robert J. Mendes, Esq.
                  MGLAW PLLC
                  2525 West End Avenue, Suite 1475
                  Nashville, TN 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000
                  E-mail: gsd@mglaw.net
                          rjm@mglaw.net

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

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

A copy of the Company's list of its four largest unsecured
creditors is available for free at
http://bankrupt.com/misc/tnmb12-04349.pdf

The petition was signed by Kingsley Hooper, principal.


HOSTESS BRANDS: Teamsters Willing to Continue Talks
---------------------------------------------------
Bruce Vail at In These Times reports Teamster spokeswoman Leigh
Strope said Teamster leaders are willing to continue talks with
Hostess Brands toward an out-of-court settlement.

The Bankruptcy Court will convene a hearing May 14 to consider
Hostess Brands' request to terminate its contracts with the
Teamsters.  According to the report, Ms. Strope said Judge Robert
Drain is expected to rule at that time on a motion allowing
Hostess to cancel the Teamster contracts.

On May 4, 2012, Judge Drain permitted Hostess Brands to
unilaterally cancel union contracts covering thousands of
production workers represented by the Bakery, Confectionery,
Tobacco Workers and Grain Millers Union.

The report says Judge Drain's decision is equally bad news for the
Hostess employees represented by the Teamsters and a half-dozen
other smaller unions.  Bankruptcy court proceedings are already in
progress to strip these workers of their labor rights as well, and
Judge Drain's action against the BCTGM indicates that other union
members can expect the same sort of treatment at his hands.

The report adds cancellation of the Teamster contracts next week
could well provoke a new crisis at the company.  Rank-and-file
members have already voted to authorize a strike if the contracts
are cancelled, and Hostess officials have warned that such an
action could mean the final collapse of the company.

BCTGM President Frank Hurt told In These Times the union has been
already been told that as many as 10 of the company's bakeries
will be shuttered, even if the company can move forward with a
reorganization plan.  That means mass layoffs all along the
production and distribution chain even in a "best case" scenario.

According to the report, the company has also ceased to make any
pension plan contributions for the workers, and there is every
indication that Hostess plans to use the bankruptcy laws to avoid
paying pension contributions that it owes from years past, he
said.  Mr. Hurt said company executives were using the cash saved
from starving the pension plans to keep the company afloat while
plans are finalized for a breakup.

                       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 in April concluded the trial seeking authorization to
terminate contracts with the Teamsters and bakery workers, the two
largest unions.  The trial to reject contracts with other unions
is scheduled to begin May 21.  The company says costs must be
reduced to attract new capital required to exit bankruptcy.


HOSTESS BRANDS: Warns Workers That Everyone May Be Fired
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. gave its workers notice last week
that they may all be fired.  The notice was given under the Worker
Adjustment Retraining and Notification Act, commonly known as the
WARN Act, which requires telling workers 60 days before mass
firings.

The WARN notice, given May 4, was "sent to alert employees that a
sale or wind down of the company is possible in the future,"
Hostess spokesman Lance Ignon said in an e-mailed statement,
according to the Bloomberg report.

Mr. Rochelle relates that Hostess is in the midst of trials
seeking bankruptcy court permission to terminate existing union
contracts. Hostess has already been given authority to end the
contract with the bakery workers union, the second-largest of the
Hostess unions behind the Teamsters.  The company previously told
workers that the business will be liquidated or sold if there
aren't sufficient concessions from labor to make Hostess
profitable.

                       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.


HUBBARD PROPERTIES: Can Hire Hendry Real Estate as Appraiser
------------------------------------------------------------
Hubbard Properties, LLC, sought and obtained permission from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Haynes T. Hendry of Hendry Real Estate Advisors, Inc., to provide
appraisal and valuation services with respect to the real property
located at 150 Johns Pass Boardwalk West, Madeira Beach, Florida.

The Debtor further seeks authority to pay HREA a fixed base fee in
the amount of $7,500 for the appraisal and valuation services
(consisting of a $6,500 retainer and the remaining $1,000 balance
due upon completion of the appraisal).

The Debtor anticipates that the appraiser may be required to
provide certain litigation and support services, including time
spent preparing for and attending meetings, hearings, depositions,
trial, and any other Court related activities.

In the event the litigation services are required, the Debtor will
also seek authority to pay HREA a retainer in the amount of
$10,000.  HREA's hourly rates for the litigation services are:

                                                           Hourly
  Event                      Professional                  Rate
  -----                      ------------                  ------
Pre-Deposition/Litigation
Support                    Haynes T. Hendry, MAI            $290

Pre-Deposition/Litigation
Support                    Associate Appraiser              $190

Pre-Deposition/Litigation
Support Research           Analyst                          $110

Pre-Deposition/Litigation
Support                    Secretarial                       $85

Mediation/Deposition Day   Haynes T. Hendry, MAI            $390

Mediation/Deposition Day   Associate Appraiser              $250

Litigation/Trial Day       Haynes T. Hendry, MAI            $490
                                                      (4-hr. min.)

Litigation/Trial Day       Associate Appraiser              $290

Haynes T. Hendry, President of HREA, attested to the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                    About Hubbard Properties

Hubbard Properties owns and operates a retail and entertainment
complex, located in Madeira Beach, Florida, commonly known as the
John's Pass Boardwalk.

Investors Warranty of America, Inc. (IWA) claims that it is owed
$28,404,980 secured by a mortgage on the Property and an
assignment of rents and related security interests.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa, Florida, on Jan. 27, 2011.
David S. Jennis, Esq., and James Allen McPheeters, Esq., at Jennis
& Bowen, P.L., in Tampa, Fla., serve as bankruptcy counsel.  The
Debtor also tapped Bacon & Bacon, P.A., as special counsel; Tony
Buzbee and The Buzbee Law Firm as special counsel in connection
with the assessment and recovery of the Debtor's BP oil spill
claim, Van Middlesworth and Company, P.A., as accountant; and
Claims Strategies Group, LLC, as claim consultant.

The law firm of Hill, Ward and Henderson, P.A., represents the
Official Committee of Unsecured Creditors as counsel.

In its amended schedules, the Debtor disclosed $12.6 millioni in
assets and $23.8 million in liabilities.


ICON HEALTH: Moody's Affirms 'B1' CFR, Outlook Negative
-------------------------------------------------------
Moody's Investors Service revised ICON Health & Fitness'outlook
from stable to negative, citing weakening credit metrics and
increased leverage as key concerns. ICON's Corporate Family Rating
("CFR") of B1 was affirmed, as was its senior secured notes rating
of B2.

"The negative outlook reflects our concern about ICON's increased
leverage and margin pressure due to soaring commodity prices,
exposure to the Chinese renmimbi, and higher freight costs" stated
Nancy Meadows, a Senior Analyst at Moody's. "These issues have
weakened the company's credit metrics and driven leverage from 3.7
times at the end of fiscal year 2011 to 5.4 times for the twelve
month period ending March 3, 2012", Meadows added.

These concerns are tempered slightly by the company's recent
product supply agreement struck with Dick's Sporting Goods
("Dick's"), which will enable ICON to manufacture and supply to
the sports retailer cardio products under the EPIC brand name. The
contract with Dick's is a clear credit positive and should drive
not just incremental top line growth but also enhance product mix
toward higher-priced, higher-margin product lines and grow ICON's
presence in that channel. ICON will need to recapture its margins
and bring leverage down to 4 to 4.5 times over the next 12 to 18
months in order to be more comfortably situated in its rating
category.

Ratings Rationale

The B1 Corporate Family Rating (CFR) is constrained by ICON's
relatively small size, lack of product diversification beyond
fitness equipment, its revenue concentration within North America
and with key customers, and the vulnerability of revenues to
cyclical swings in consumer spending. Nevertheless, the company
demonstrated stable growth trends during the recession and
continues to have a leading market position within the fitness
equipment sector and strong brands such as NordicTrack

Moody's sees no near-term upward pressure on the ratings. However
over time, a upgrade could occur if significant revenue growth and
an improvement in financial metrics such that adjusted debt to
EBITDA is sustained below 3 times, retained cash flow to net
adjusted debt exceeds 20%, and free cash flow to adjusted debt was
sustained above 10% . A rating downgrade could occur if ICON's
credit metrics remain at current weak levels as a result of
weakness in the company's core business or if margin pressure
continues. Key credit metrics which could result in a downgrade
would be leverage remaining above 5 times, low single digit EBITA
margins, or a reduction in liquidity.

Located in Logan, Utah, ICON manufactures, markets and distributes
a broad line of products in the fitness equipment market, which
includes cardiovascular equipment, strength training equipment and
equipment service products. Revenues for the twelve months ended
March 2012 exceeded $800 million.

The principal methodologies used in rating Icon Health & Fitness,
Inc. were Global Consumer Durables published in October 2010, and
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found on Moody's
website.


INMET MINING: S&P Assigns 'B+' Corp Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating and stable outlook to Toronto-based base
metals miner Inmet Mining Corp.

"At the same time, Standard & Poor's assigned its 'B+' issue-level
rating and '3' recovery rating to Inmet's proposed US$1 billion
senior unsecured notes. A '3' recovery rating indicates our
expectation of meaningful (50%-70%) recovery in a default
scenario," S&P said.

"We understand that proceeds from the unsecured notes issuance
will be used to fund the development of the company's Cobre Panama
copper-gold-silver project in Panama," S&P said.

"The ratings on Inmet reflect our view of the project execution
risks associated with its 80%-owned Cobre Panama copper project,
the company's reliance on volatile metals prices to support its
capital funding obligations, and short reserve lives," said
Standard & Poor's credit analyst Donald Marleau. "These risks are
counterbalanced by  the company's attractive second-quartile cash
cost position, geographically diversified operations, and strong
operating margins," Mr. Marleau added.

Inmet operates three mines in Finland, Spain, and Turkey and holds
a majority interest in the advanced development stage Cobre Panama
copper-gold-silver project.

"The stable outlook reflects our view that contemporary base
metals prices should support Inmet's credit measures, which are
strong for the rating, with funds from operations (FFO) generation
reinforcing its liquidity in a period of extraordinarily large
growth capital expenditures. We expect that a copper price of
US$3.50 per pound would result in an average leverage ratio of 3x
and an average FFO to debt of 25% in the next few years. We could
lower the rating if large capital spending increases alter the
cost profile of Cobre Panama while at the same time its producing
mines encounter unexpected operational disruptions, higher costs,
or weaker metals prices. In such a scenario, Inmet's financial
flexibility would begin to tighten as leverage approaches 4.5x in
conjunction with thinner FFO levels, causing major delays to Cobre
Panama's existing construction timeline. A positive rating action
is unlikely during the initial stages of Cobre Panama's
construction program," S&P said.


INTELSAT SA: Lowers Net Loss to $24.2 Million in First Quarter
--------------------------------------------------------------
Intelsat S.A. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $24.26 million on $644.16 million of revenue for the three
months ended March 31, 2012, compared with a net loss of $215.75
million on $640.18 million of revenue for the same period during
the prior year.

The Company's balance sheet at March 31, 2012, showed $17.40
billion in total assets, $18.52 billion in total liabilities,
$49.51 million in noncontrolling interest and a $1.16 billion
total Intelsat S.A. shareholder's deficit.

Intelsat CEO Dave McGlade said, "In the first quarter, Intelsat
achieved steady financial performance, driven by our customers'
demand for the mission-critical communications infrastructure our
network offers.  We successfully launched Intelsat 22 in March,
carrying the Australian Defence Force hosted payload and
continuing the deployment of beams for our global broadband
mobility infrastructure.  This continued enhancement of our
network positions Intelsat to serve high-demand applications in
regions where growth is strongest."

McGlade continued, "With contracted backlog of $10.5 billion
providing visibility for future revenue and cash flows, we are
focused on our 2012 investment program, which involves the launch
of four additional satellites, providing incremental capacity to
support future customer growth."

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

                        http://is.gd/NokcPh

                          About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.

The Company reported a net loss of $433.99 million in 2011, a net
loss of $507.77 million in 2010, and a net loss of $782.06 million
in 2009.

                          *     *     *

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.


INTERACCIONES BANKING: Antigua Liquidators File Ch. 15 Petition
---------------------------------------------------------------
Joint liquidators of Antigua-based Interacciones Banking
Corporation, Ltd. filed a Chapter 15 bankruptcy petition before
the U.S. Bankruptcy Court in Houston, Texas, to stop a U.S.
lawsuit involving assets of the winding up company.

Charles Walwyn and Robert Wilkinson of PricewaterhouseCoopers in
Antigua, were appointed receiver-managers of the Debtor by
Antigua's Financial Services Regulatory Commission in June 2011.
They filed a petition to wind up IBC in October 2011.  They were
later appointed liquidators in March 2012.

Messrs. Walwyn and Wilkinson concluded in June 2011 that IBC was
insolvent and unable to pay creditors, with a deficit of $18.8
million as of June 30, 2011.  Assets amounted to $8.45 million
while liabilities amounted to $27.25 million.

According to the liquidators, IBC had deposited $7.3 million of
bonds and other assets with Harris, Texas-based Global Financial
Services, LLC.  Global provided brokerage services to IBC for
several years.

Curacao, Dutch West Indies-based Donzi, N.V., which was a party to
custodial services agreement with the Debtor, claims rights to the
assets transferred by IBC to its accounts at Global.  Donzi filed
a complaint against Global in the District Court of Harris County,
Texas (Case No. 2011-11903), for declaratory relief in connection
with $5.1 million in bonds and equities held in custody at Global.
The parties to the litigation are now in discovery.

Messrs. Walwyn and Wilkinson have asked the U.S. Bankruptcy Court
to recognize the pending case in the Eastern Caribbean Supreme
Court in the High Court of Justice of Antigua and Barbuda as
"foreign main proceeding."  The liquidators want the bankruptcy
court to stay all proceedings against the Debtor and its assets in
the United States.


INTERNATIONAL MEDIA: Wants Plan Filing Deadline Extended to July 9
------------------------------------------------------------------
International Media Group Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend the exclusive period
for the Debtor to file a Chapter 11 plan to July 9, 2012, and
solicit acceptances to the plan to Sept. 5, 2012.

Absent an extension, the Debtors' current exclusive filing period
expires on May 8, 2012, and the exclusive solicitation period will
expire on July 7, 2012.

Since the Petition Date, the Debtors have focused the majority of
their time and resources towards selling substantially all of
their assets.  The Debtors are working to address numerous issues
relating to the sale of substantially all of their assets and are
working expeditiously to consummate the sale.  The Debtors and
their professional advisors have focused much of their time,
energy and resources on obtaining maximum value for substantially
all of the Debtors' assets, preparing the schedules of assets and
liabilities and statements of financial affairs for each of the
Debtors, and reviewing and rejecting certain unexpired leases and
executor contracts.  The Debtors are contemplating various ways to
conclude the Chapter 11 cases.

Since the Petition Date, the Debtors have paid their creditors in
the ordinary course of business or as otherwise provided by court
order and the U.S. Bankruptcy Code.  The Debtors submit that the
requested extension of the Exclusive Periods won't prejudice the
legitimate interests of post-petition creditors, as the Debtors
continue to make timely payments on their undisputed post-petition
obligations.

The Debtors say that they are actively negotiating with the
lenders towards a consensual means to wind down the estate.

                 About International Media Group

International Media Group Inc. and its affiliates operate
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

NRJ TV II LLC, an entity owned by the first lien lender, will be
the stalking horse bidder.  As of Jan. 9, 2012, the Debtors owe
$77.3 million on a first lien debt, including $67 million on a
term-loan.  Fortress Credit Corp. serves as agent.  Unless outbid
at the auction, the pre-petition lenders will acquire the assets
in exchange for a credit bid of $45 million, will assume certain
liabilities, and fund a "carve-out".  An auction and sale hearing
is contemplated to be held in March.

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
post-petition.  William E. Chipman, Jr., Esq., and Mark D.
Olivere, Esq., at Cousins Chipman & Brown, LLC, in Wilmington,
Delaware, serve as the Debtors' bankruptcy counsel.  The Debtors'
claims agent is Epiq Bankruptcy Solutions LLC.  International
Media disclosed $206,825,047 in assets and $233,218,073 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Dennis J. Davis, chief restructuring officer.


INTRINSIC TECHNOLOGIES: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------------
Steve Green at Las Vegas Sun reports that Intrinsic Technologies
LLC filed for Chapter 11 bankruptcy reorganization on May 8, 2012,
in Las Vegas, Nevada.

According to the report, Intrinsic said in the filing its
principal place of business is in Lisle, Ill., while its principal
assets are in Las Vegas.  The report says a request for comment
was placed with the company, which didn't disclose detailed
financial information in the initial bankruptcy filing.

The report relates Intrinsic estimated from $500,000 to $1 million
in assets and from $1 million to $10 million in debts.  Creditors
include Yash & Lujan Consulting Inc. of San Antonio, owed $1.13
million on a contingent basis; CyberDefenses Inc. in Round Rock,
Texas, owed $479,000 on a contingent basis; Information Technology
Coalition Inc. in Alexandria, Va., with a $307,000 disputed claim;
and Ken Langone of New York with a contingent claim of $687,000
for a loan.

The report notes the filing was signed by Richard Schendelman,
managing director.

Intrinsic Technologies LLC provides information technology
services including "Zero Touch Deployment," in which new operating
systems are installed in computers and data, applications and user
settings are migrated to the machines.


ISLAND RECYCLING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Island Recycling Solutions LLC
        135 PIne Aire Drive
        Bay Shore, NY 11706

Bankruptcy Case No.: 12-43334

Chapter 11 Petition Date: May 7, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Elizabeth S. Stong

About the Debtor: Island Recycling provides municipal, commercial
                  and residential resource collector and removal
                  services.

Debtor's Counsel: Julio E. Portilla, Esq.
                  LAW OFFICE OF JULIO E. PORTILLA, P.C.
                  350 Broadway, Suite 400
                  New York, NY 10013
                  Tel: (212) 365-0292
                  Fax: (212) 365-4417
                  E-mail: jp@julioportillalaw.com

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

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

The petition was signed by Joseph S. Kalinowski, partner.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
Island Resources Corporation          12-72900
  Assets: $0 to $50,000
  Debts: $1 million to $10 million
Island Enviromental Group LLC         12-72901
  Assets: $0 to $50,000
  Debts: $0 to $50,000
Island Container Services LLC         12-72902


JEFFERSON COUNTY, AL: FGIC Blocked on Raising Sewer Rates
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Financial Guaranty Insurance Co., which guaranteed
about half of the $3.1 billion in sewer bonds sold by Jefferson
County, Alabama, didn't succeed with its effort in bankruptcy
court to allow the receiver for the sewer system to complete the
process of raising rates.  Rather than rule one way or the other,
the bankruptcy judge in Birmingham this week told the county to
report every 45 days on the status of the "sewer ratemaking
process."  FGIC's motion to modify the so-called automatic stay
was put off indefinitely.

According to the report, the county had responded to FGIC by
saying it was "pursuing" the issue of rate increases.  Ultimately,
the county says, the Chapter 9 municipal bankruptcy process must
end with "a reasonable rate structure that is legally sound and
economically feasible."

FGIC guaranteed $1.6 billion of the bonds.  The last rate increase
was before 2008, FGIC said.

The report recounts that in June 2011, the receiver for the sewer
system was on the brink of raising rates 25% before he halted the
process in favor of discussions that led to agreement on slower-
paced increases and an overall restructuring.  The settlement was
never implemented because the state failed to adopt necessary
legislation and the county filed for Chapter 9 bankruptcy.  Later,
the bankruptcy judge ruled that the receiver was automatically
ousted from control and thus lost the ability to raise rates.
Bondholders are appealing rulings ousting the receiver and
concluding that the county is eligible for municipal bankruptcy.

                     About Jefferson County

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

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

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

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

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

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

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

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


JESCO CONTRUCTION: Wants 90-Day Extension of Exclusive Periods
--------------------------------------------------------------
Jesco Construction Corporation asks the U.S. Bankruptcy Court for
the Southern District of Mississippi for a 90-day extension of its
exclusive periods to file and solicit acceptances for the proposed
Chapter 11 plan.  Prior to the filing of the motion, the exclusive
period to propose a Chapter 11 plan was set to expire on May 4.

The Debtor relates that it has been in discussions with various
creditors with regard to a disclosure statement and the proposed
plan of reorganization to be filed.

In addition, the Debtor says the certain prepetition litigation
must be moved forward into the discovery phases before a plan will
be filed so that the Debtor will have better idea as to the value
of the claim when confirmation occurs.

                     About Jesco Construction

Headquartered in Wiggins, Mississippi, Jesco Construction Corp., a
Delaware Corporation, specializes in disaster response and was
part of the Hurricane Katrina cleanup.  It filed for Chapter 11
bankruptcy (Bankr. S.D. Miss. Case No. 12-50014) on Jan. 5, 2012.
Judge Katharine M. Samson presides over the case.  Attorneys at
the Law Offices of Craig M. Geno, PLLC, serve as counsel for the
Debtor.  The Debtor tapped Kelly Baker, CPA, PA, as accountant.

In its schedules, the Debtor disclosed $100 million in assets and
$14,662,901 in liabilities.

Henry G. Hobbs, the Acting U.S. Trustee for Region 5, appointed
three unsecured creditors to serve on the Committee of Unsecured
Creditors of Jesco Construction Corp.


LAS VEGAS MONORAIL: Bankruptcy Judge to Confirm Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Las Vegas Monorail Co., a project characterized by
the bankruptcy judge as a "glaring example of nonsense on stilts,"
will be permitted to emerge from Chapter 11 reorganization with a
plan that reduces debt 98%.

The report recounts that although creditors overwhelmingly
supported the proposed reorganization, U.S. Bankruptcy Bruce A.
Markell in Las Vegas refused to approve the plan in November,
saying that $40.4 million in debt would be "unsupportable."

According to the report, to remedy the defects, the monorail
offered a modified plan reducing debt to $13 million and cutting
the interest rate to 5.5% from 9.55%.  Judge Markell said the
changes were "a huge discount by any reckoning." Even though the
project was built with $650 million in bonds, 90% of creditors
still supported the diminished plan, Judge Markell said in his
seven-page opinion
May 9.

Judge Markell said he will sign a confirmation order approving the
revised plan because testimony showed the monorail "can service
this debt for the short and long term."  As a result, the plan
passed the so-called feasibility test because the monorail "will
be able to pay its reorganization debt," Judge Markell said.

Tim O'Reiley at Las Vegas Review-Journal reports Judge Markell
found that Monorail's financial projections had a good chance of
working.  The report notes when Judge Markell shot down the
previous plan in November, he said it was based on unproven
ridership projections plus too little cash flow to pay off debt
and the cost of equipment upgrades.  The new deal with the lenders
and other factors led Judge Markell to rule that the new plan met
legal muster.

                    About Las Vegas Monorail

Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail.  The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip.  LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail.  Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising.  LVMC says it
receives no governmental financial support or subsidies.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-10464) on Jan. 13, 2010.  Gerald M. Gordon, Esq.,
William M. Noall, Esq., and Gabriel A. Hamm, Esq., at Gordon
Silver, assist the Company in its restructuring effort.  Alvarez &
Marsal North America, LLC, is the Debtor's financial advisor.
Stradling Yocca Carlson & Rauth is the Debtor's special bond
counsel.  Jones Vargas is the Debtor's special corporate counsel.
The Company disclosed $395,959,764 in assets and $769,515,450 in
liabilities as of the Petition Date.

In April 2010, bondholder Ambac Assurance Corp. lost in its bid to
halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell
ruled that Monorail isn't a municipality and is therefore entitled
to reorganize in Chapter 11.  U.S. District Judge James Mahan in
Reno upheld the ruling in October 2010.


LEVEL 3: Files Form 10-Q, Incurs $138 Million Net Loss in Q1
------------------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $138 million on $1.58 billion of revenue for the
three months ended March 31, 2012, compared with a net loss of
$205 million on $914 million of revenue for the same period during
the prior year.

The Company reported a net loss of $756 million in 2011, a net
loss of $622 million in 2010, and a net loss of $618 million in
2009.

The Company's balance sheet at March 31, 2012, showed
$13.07 billion in total assets, $11.76 billion in total
liabilities, and $1.31 billion in total stockholders' equity.

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

                       http://is.gd/1e1zTp

                  About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

                          *     *     *

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.

As reported by the TCR on April 2, 2012, Fitch Ratings upgraded
Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on
Oct. 4, 2011, and assigned a Positive Outlook.  The rating action
followed LVLT's announcement that the company closed on its
previously announced agreement to acquire Global Crossing Limited
(GLBC) in a tax-free, stock-for-stock transaction.


LITTLE SCHOOLHOUSE: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Little Schoolhouse Day Care Center, Inc.
        fka St. Joesph's Hospital School of Nursing, Inc.
        1522 West Girard Avenue
        Philadelphia, PA 19130

Bankruptcy Case No.: 12-14519

Chapter 11 Petition Date: May 8, 2012

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Magdeline D. Coleman

Debtor's Counsel: Joshua T. McNamara, Esq.
                  2201 Pennsylvania Avenue, Suite 104
                  Philadelphia, PA 19130
                  Tel: (215) 260-8012
                  E-mail: jmcnamaralaw@comcast.net

Scheduled Assets: $396,156

Scheduled Liabilities: $1,755,825

A copy of the Company's list of its 12 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/paeb12-14519.pdf

The petition was signed by Eugene Edw. J. Maier, president.


LOUISIANA-PACIFIC CORP: S&P Rates New $300MM Sr. Unsec. Notes 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to U.S.-based Louisiana-Pacific
Corp.'s proposed $300 million senior unsecured notes due 2020.
"The '3' recovery rating indicates our expectations for meaningful
(50% to 70%) recovery in the event of a payment default. We expect
the company to use proceeds to repay its 13% senior secured notes
due 2017 and for general corporate purposes," S&P said.

"Louisiana-Pacific is a leading manufacturer of building materials
with operations in the U.S., Canada, and South America. Our
corporate credit rating on the company is unchanged and continues
to reflect our opinion that the company will maintain its 'strong'
liquidity until end markets recover sufficiently to support
meaningful improvement in credit measures, which are currently
very weak relative to our assessment of the company's financial
risk as 'significant'. Our assessment of the company's business
risk as 'fair' reflects our view that Louisiana-Pacific has good
operating leverage and that profitability will improve quickly
when the nation's housing recovery accelerates, which we expect
will begin this year," S&P said.

RATINGS LIST
Louisiana-Pacific Corp.
Corporate credit rating             BB/Negative/--

New Rating
$300 mil sr unsecd nts due 2020     BB
   Recovery rating                   3


LENNY DYKSTRA: Pleads Not Guilty to Bankruptcy Fraud Charges
------------------------------------------------------------
Steven Melendez at Bankruptcy Law360 reports that former baseball
star Lenny Dykstra pled not guilty to bankruptcy fraud and other
charges Monday, two weeks after asking a California federal judge
to dismiss the case because of a bankruptcy trustee's alleged
conflict of interest that he said marred the underlying
proceeding.

According to Law360, Mr. Dykstra was indicted on federal charges
last year including bankruptcy fraud, embezzlement from a
bankruptcy estate and obstruction of justice for allegedly
ignoring a freeze on his property and selling items from his $18
million mansion, ranging from World Series memorabilia to
furniture.

                       About Lenny Dykstra

Lenny Dykstra is a former Major League Baseball all-star player.
He was center fielder for the New York Mets and Philadelphia
Phillies.  He filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills,
California.  The Law Office of M. Jonathan Hayes, in Northridge,
California, represents the Debtor.  The Debtor estimated up to
$50,000 in assets and $10 million to $50 million in debts in his
Chapter 11 petition.

A Chapter 11 trustee was appointed in September 2009, and the case
was converted to a liquidation in Chapter 7 on November 20, 2009.
The trustee -- Arturo M. Cisneros -- was investigating the
disposition of personal property both before and after the Chapter
11 filing.

In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee
following issues with his failing to disclose the extent of his
business with J.P. Morgan Chase & Co., which happens to be largest
creditor in Mr. Dykstra's case.


LSP ENERGY: Keeps Sole Chapter 11 Control Through Sept. 7
---------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended, at the behest of LSP Energy Limited
Partnership, et al., the exclusive period for the Debtor to file a
Chapter 11 plan to Sept. 7, 2012, and for the Debtor to solicit
acceptances of that plan to Nov. 6, 2012.

The Debtors stated that they have proceeded in good faith in
negotiating a process for reorganizing the estate -- or otherwise
resolving this chapter 11 case -- in the best interests of all
parties.  The Debtors' declared purpose of these procedures is to
complete a sale of the electric generation facility in Batesville,
Mississippi, or the equity interests in LSP, the owner of the
Facility.  The sale of equity may include the requirement for the
reinstatement of the Debtors' various bond obligations.  Until the
sales process is complete, the Debtors are unable to propose a
precise plan.

"Allowing the Exclusive Proposal Period to expire on June 9, 2012,
could give rise to the threat of multiple plans and a contentious
confirmation process resulting in increased administrative
expenses and consequently diminishing returns to the Debtors'
creditors.  Moreover, to force the Debtors to file a plan by
June 9, 2012, prior to the completion of the sales process, would
be an inefficient exercise, as the results of the sales process
will, to a large extent, dictate the terms of a plan," the Debtors
said.

                         About LSP Energy

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


M WAIKIKI: Wants Additional $6.3MM Loan from Davidson Trust
-----------------------------------------------------------
M Waikiki LLC asks the U.S. Bankruptcy Court for the District of
Hawaii to:

   i) approve a Second Amended and Restated Loan and Security
      Agreement with Robert M. Davidson and Janice G. Davidson as
      trustees of the Davidson Family Trust dated Dec. 22, 1999,
      as amended; and

  ii) authorize the Debtor to incur additional postpetition
      secured indebtedness.

Pursuant the Second Amended DIP Credit Agreement, the Debtor will
obtain additional secured, second-priority, postpetition financing
in an aggregate principal amount of up to $15.3 million, such
amount being inclusive of the $9 million that the Debtor has been
authorized to borrow pursuant to prior orders of the Court.

The Second Amended DIP Credit Agreement amends the Amended and
Restated Loan and Security Agreement dated as of Jan. 17, 2012, by
providing for additional loans of up to $6.3 million, and
extending the maturity date from April 30, 2012, to Aug. 10.
Furthermore, the definition of "DIP Credit Facility Termination
Event" is amended to remove the Debtor's loss of exclusivity as a
termination event and replace it with two new events tied to the
failure of the Debtor to confirm the Plan proposed by the Debtor
and the DIP lender.

The Debtor is using the DIP loans to finance orderly operation of
its business and pay the necessary, critical expenses.  As
reported in the TCR on Oct. 14, 2011, the significant terms of the
original DIP Credit Facility are:

Borrower:                   M Waikiki LLC

Administrative Agent:       The Davidson Group, a Nevada
                            corporation

DIP Lender:                 The Davidson Family Trust

DIP Credit Facility:        Secured debtor-in-possession term
                            credit family

Availability:               In two or more draws.  Up to
                            $1,000,000 will be immediately
                            available upon entry of the Interim
                            DIP Order.  Upon entry of the Final
                            DIP Order, up to an additional
                            $1,500,00 will be available.

Term:                       All obligations will be due on the
                            earlier of six months from the Interim
                            DIP Order Date and (b) the occurrence
                            of a DIP Credit Facility Termination
                            Event.

Interest and Fees:          15% p.a. Upon any default, interest
                            will be at the default rate of
                            20% p.a. Borrower will pay the DIP
                            Credit Facility Costs.

Security:                   Second priority perfected priming
                            interests in all property of the
                            Borrower, junior only to the security
                            interests of Wells Fargo Bank,
                            National Association, as Indenture
                            Trustee, and the Carve Out.

DIP Credit Facility Costs:  All reasonable costs of the
                            Administrative Agent and the DIP
                            Lender associated with the DIP Credit
                            Facility, including, but not limited
                            to the Administrative Agent's and the
                            DIP Lender's out-of-pocket expenses
                            associated with the transaction,
                            professional fees, recording fees,
                            search fees, and filing fees will be
                            paid by the Borrower.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., at Klevansky Piper, LLP, in Honolulu, Hawaii, are the
attorneys to the Debtor.  Bickel & Brewer serves as special
litigation counsel.  The Debtor tapped XRoads Solutions Group,
LLC, and Xroads Case Management Services, LLC, as its financial
and restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.

James A. Wagner, Esq., and Chuck C. Choi, Esq., at Wagner Choi &
Verbrugge, in Honolulu, serve as bankruptcy counsel for the
Creditors' Committee.


MARIANA RETIREMENT FUND: Has 7-Member Creditors' Committee
----------------------------------------------------------
The Office of the U.S. Trustee for Region 15 appointed seven
members to serve on the official committee of unsecured creditors
in the Chapter 11 case of the Northern Mariana Islands Retirement
Fund.  The committee members are:

          Roman Tudela
          Mariano Taitano
          Christopher Leon Guerrero
          Sapuro Rayphand
          Barbara Torres
          Juan Cepeda
          Paul Joyce

Alexie Villegas Zotomayor at Marianas Variety reports that Mariano
Taitano, a former Retirement Fund employee, heads the creditors
committee.

According to the report, Mr. Taitano was chosen chairman of the
committee during the first committee meeting on May 9.

Variety, citing a separate interview, relates attorney Michael
Dotts clarified that June 15 is not the first meeting of the
creditors committee.  Rather, June 15 will be the "examination of
the debtor" by the creditors committee, where the fund will answer
questions on the record and under oath.

Variety also learned from sources that the creditors committee has
yet to obtain a legal counsel of its own as the bankruptcy filing
proceeds in court.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

The U.S. Trustee and certain retirees have sought dismissal of the
Chapter 11 case, saying the Fund is not eligible to file one.  A
hearing is slated for June 1 on the Motions to Dismiss.


MARIANA RETIREMENT FUND: Members Complain About Lack of Info
------------------------------------------------------------
Mariana Variety reports that active members of the Mariana Islands
Retirement Fund are complaining about the lack of information
leading to the agency's Chapter 11 bankruptcy filing.

"Though the Fund has a legal obligation to protect active
employees' investments, no information session or other publicly
made available session has been available to the active
employees," the report quotes active member Mark Staal as saying.
He said active employees continue to pay into the Fund "with no
sight of return on their investment."

According to the report, Mr. Staal, Joe Pangelinan, Paul Joyce,
and Phyllis Ain acted as facilitators during a meeting of active
members at the American Memorial Park Visitor Center.  One member
of the unsecured creditors committee, Mr. Joyce told Variety they
held the meeting to inform all the active employees of the current
situation and get their input as to how they will proceed as a
group.

The report relates active employees were told that while there is
a stay as a result of the Chapter 11 filing, "our funds will be
frozen until the court makes a decision to remove the Chapter 11
protection."

The report adds over 110 members attended the meeting and they
agreed to "make a noise" on Capital Hill through a petition
addressed to Gov. Benigno R. Fitial and the CNMI Superior Court.
Their petition urges the governor to sign H.B. 17-226, which
permits active employees to withdraw their contribution regardless
of their years of service, and to provide a permanent funding
source for current retirees.

The report says the petition also asks the Court to force "the
government to pay for existing retirees benefits."

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

The U.S. Trustee and certain retirees have sought dismissal of the
Chapter 11 case, saying the Fund is not eligible to file one.  A
hearing is slated for June 1 on the Motions to Dismiss.


MARIANA RETIREMENT FUND: Hiring Brown Rudnick as Lead Counsel
-------------------------------------------------------------
The Northern Mariana Islands Retirement Fund filed a formal
application seeking Court authority to engage Brown Rudnick LLP as
its general bankruptcy counsel in connection with the prosecution
of the Chapter 11 case and pursuit of confirmation of a plan of
reorganization.

Brown Rudnick began working for the Debtor on April 4, 2012,
providing advice on a potential restructuring and related matters.

Prior to April 4, 2012, for a period of six months, and from time
to time, the Debtor sought Brown Rudnick's advice as it considered
available options to address its financial issues.  During that
period (prior to April 4, 2012), Brown Rudnick did not charge the
Debtor for its services.  Based on the firm's hour rates, those
services total roughly $187,000.

For its services during the bankruptcy proceedings, Brown Rudnick
will bill the Debtor at a "blended hourly" rate of $475 for
attorneys.  Paraprofessionals will charge at customary rates,
which range from $265 to $295 per hour.

Brown Rudnick has agreed to cap the current monthly payment of its
fees and expenses at $125,000 per month, with any amounts in
excess of the cap payable at the conclusion of the case.  Brown
Rudnick also has agreed not to exceed $750,000 from the date of
the engagement letter without prior written consent of the Debtor.

The firm received an advance retainer of $250,000, which includes
an advance of estimated fees and expenses from April 4 through
April 17, 2012.  Brown Rudnick forwarded $15,000 out of the
retainer to AlixPartners LLP for communication services provided
to the Debtor prior to the petition date.

The Debtor has not yet decided whether to engage AlixPartners in
the bankruptcy case.

Jeremy B. Coffey, Esq., a partner at Brown Rudnick, attests his
firm does not hold or represent any interest adverse to the Debtor
or its estate or the board of trustees.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

The U.S. Trustee and certain retirees have sought dismissal of the
Chapter 11 case, saying the Fund is not eligible to file one.  A
hearing is slated for June 1 on the Motions to Dismiss.


MARIANA RETIREMENT FUND: Asks Court to OK Huesman as Local Counsel
------------------------------------------------------------------
The Northern Mariana Islands Retirement Fund seeks Bankruptcy
Court authority to employ the Law Office of Braddock J. Huesman
LLC as its special counsel and designated local counsel for
certain matters.

The Debtor proposes to pay Mr. Huesman at $150 hourly rate and
reimburse him of necessary expenses.

The Huesman Firm has represented the Debtor's board of trustees
since May 2010 in various litigation involving the Fund as well as
in the examination of various proposed and passed legislation, and
various financial issues affecting the Fund.

The Debtor wants the Huesman Firm to continue representing the
Fund on those matters and serve as local counsel to the Debtor's
general bankruptcy counsel, Brown Rudnick.

Mr. Huesman, the sole member of the firm, attests his firm does
not hold or represent any interest adverse to the Debtor or its
estate or the board of trustees.

The Huesman Firm disclosed that it received $20,000 as advance
retainer.  An exhibit filed by the firm showed that it submitted
an invoice on March 31, 2012, for $9,135 which was paid April 11.
Another invoice was sent April 17 for $5,859 which was paid on the
same day.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

The U.S. Trustee and certain retirees have sought dismissal of the
Chapter 11 case, saying the Fund is not eligible to file one.  A
hearing is slated for June 1 on the Motions to Dismiss.


MARIANA RETIREMENT FUND: Taps Buck as Actuarial Consultants
-----------------------------------------------------------
The Northern Mariana Islands Retirement Fund seeks the Bankruptcy
Court's permission to employ Buck Consultants LLC as an actuarial
consultant.  The Debtor needs Buck to quantify claims of
beneficiaries for distribution purposes, propose terms on which
certain beneficiaries continue to receive benefit payments during
the course of the Chapter 11 case, and develop a plan of
reorganization that fairly and reasonably treats the claims of all
beneficiaries.

The firm will be paid at these hourly rates:

          Principal             $550 - $600
          Director              $400 - $550
          Senior consultant     $300 - $425
          Consultant            $245 - $600
          Associate             $165 - $250
          Administrative Staff   $92 - $100

Buck provided actuarial services to the Debtor pre-bankruptcy.

Dylan Porter, a principal of the Los Angeles, Calif.-based firm,
attests that Buck does not hold or represent any interest adverse
to the Debtor or its estate or the board of trustees.

Xerox Corporation is the ultimate parent company of Buck, which
operates independently.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

The U.S. Trustee and certain retirees have sought dismissal of the
Chapter 11 case, saying the Fund is not eligible to file one.  A
hearing is slated for June 1 on the Motions to Dismiss.


MARKWEST ENERGY: Fitch Says Pending Buy Won't Affect Ratings
------------------------------------------------------------
Fitch Ratings anticipates that MarkWest Energy Partners, L.P.'s
pending acquisition of Keystone Midstream Services, LLC for $512
million will not impact Markwest's ratings.  The proposed
transaction is expected to close in the second quarter of 2012.

Transaction Financing: To fund the acquisition, the company
announced an equity offering which should generate approximately
$500 million of net proceeds (which assumes all 1.2 million units
for the overallotment are exercised). Fitch views the transaction
financing as favorable from a credit perspective.

MarkWest last raised equity in March 2012 when it offered equity
units for net proceeds of $388 million.  Proceeds were used to
fund the company's significant capital expenditure plan.

Capital Expenditures: With the announcement of the Keystone
acquisition, MarkWest increased its forecast for spending in 2012.
Previously, spending was planned in the range of $900 million to
$1.3 billion.  The new forecast will raise this estimate by $200
million to a range of $1.1 billion to $1.5 billion.

In 2011, capital expenditures were much lower at $551 million
(which excluded contributions of $126 million for the Liberty
joint venture).  The significant increase in 2012's projected
spending over 2011 is a result of MarkWest's 100% ownership of
Liberty versus its previous stake of 51%, spending associated with
Keystone expansion projects, and other organic growth
opportunities.

Distributions and DCF: Following the increase in distributable
cash flow (DCF) in the recent quarter to $109 million from $76
million in the year ago period, MarkWest increased its quarterly
distribution by 18%.  The distribution coverage for the latest 12
months (LTM) period ending with the first quarter of 2012 was
healthy at 1.2 times (x) which was unchanged from the end of 2011.

In 2011, DCF was $333 million.  The company projects 2012 in the
range of $440 million to $500 million.

Liquidity: At the end of the first quarter of 2012, MarkWest had
$1.2 billion of liquidity which consisted of $348 million of cash
and $878 million available on its revolving bank facility.

Leverage: At the end of the first quarter of 2012, debt to
adjusted EBITDA was 3.7x which was an improvement from 4.1x at the
end of 2011.

Fitch anticipates that leverage should remain around or below 4.0x
by the end of 2012. MarkWest's financing strategy for the large
capital expenditure program may ultimately result in leverage
which differs from Fitch's expectations.

Hedging: The company uses a proxy hedging strategy which is
exposed to a periodic breakdown in the correlation between crude
oil and natural gas liquids (NGL) prices.  At the end of the first
quarter 2012, 65% of its contracts were hedged for 2012,
approximately 55% for 2013, and 27% for 2014.

Fitch currently rates MarkWest as follows:

  -- Long-term Issuer Default Rating (IDR), 'BB';
  -- Senior secured revolving credit facility, 'BB+';
  -- Senior unsecured debt, 'BB'.


MARQUIS HOMES: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Marquis Homes of Tennessee, Inc
        1700 Hayes Street, Suite 102
        Nashville, TN 37203

Bankruptcy Case No.: 12-04338

Chapter 11 Petition Date: May 8, 2012

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

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church St., Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $4,121,474

Scheduled Liabilities: $5,282,091

A copy of the Company's list of its six largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb12-04338.pdf

The petition was signed by Mack C. McClung president.


MF GLOBAL: Covington Okayed as Ch. 11 Trustee's Insurance Counsel
-----------------------------------------------------------------
Judge Martin Glenn authorized Louis J. Freeh, the Chapter 11
trustee for MF Global Holdings, Ltd. and its debtor affiliates, to
employ Covington & Burling LLP as his special insurance counsel,
nunc pro tunc to November 28, 2012.

Covington will not withdraw as the Chapter 11 Trustee's special
insurance counsel prior to the effective date of any Chapter 11
plan confirmed in the Debtors' Chapter 11 cases without prior
approval of the Court in accordance with Rule 2090-1(e) of the
Local Bankruptcy Rules for the Southern District of New York.

As the Chapter 11 Trustee's special counsel, Covington will:

  (a) provide legal analysis and advice concerning the Chapter
      11 Trustee's rights and obligations with respect to the
      captive insurance subsidiary MFG Assurance Company
      Limited, and policies issued to the Debtors by MFGA;

  (b) review claims asserted under outstanding insurance
      policies and insurers' responses to such claims, and
      advise the Chapter 11 Trustee with respect to such claims;

  (c) represent the Chapter 11 Trustee in these proceedings with
      respect to matters involving the scope or availability of
      insurance coverage or entitlement to proceeds under the
      policies; and

  (d) confer with and assist when appropriate the Chapter 11
      Trustee's bankruptcy counsel concerning insurance coverage
      issues within the scope of Covington's special expertise,
      and pursue potential claims for indemnification or
      reimbursement under such policies on behalf of the Chapter
      11 Trustee.

Covington will be paid according to its professionals' customary
hourly rates.  The firm's customary hourly rates range: $600 to
$965 for partners; $600 per hour to $965 for "of counsel;" $280
to $595 for associates; and $200 to $360 for paraprofessionals.

These professionals are presently expected to have primary
responsibility for providing services to the Chapter 11 Trustee:

    Name                 Title              Rate per Hour
    ----                 -----              -------------
    Dianne Coffino       Partner                 $890
    P. Benjamin Duke     Partner                 $825
    David A. Goodwin     Partner                 $795
    Anthony J. Sun       Associate               $475

Covington will also be reimbursed for expenses to be incurred.

P. Benjamin Duke, Esq., at Covington & Burling LLP, in New York
-- pbduke@cov.com -- discloses that the Debtors owe the firm
$114,275 for services rendered before October 31, 2011.  He
further discloses that certain parties-in-interest are or may be
current or former Covington clients, in matters in which those
clients or affiliates are adverse to the Chapter 11 Trustee, the
Debtors, or their estates.  A schedule of the clients is
available for free at:

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

Notwithstanding those disclosures, Mr. Duke maintains that
Covington is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                          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: Claimants Ask SIPA Trustee to Correct Amounts
--------------------------------------------------------
Several claimants want James W. Giddens, the trustee for the
liquidation of MF Global Inc. under the Securities Investor
Protection Act, to correct the remaining amounts due to their
claims and pay those amounts as owed:

Claimant                             Remaining Claim Amount
--------                             ----------------------
Scott B. Hildebrandt                           $17,343
Cheryl A. Boyce                                 $4,988
Diane Thiel                                     $5,773
David C. Chamness                               $3,559
Patricia A. Preissler                           $1,462
Thomas W. Hinkle                                $2,800
Robert Hanna                                   $20,496
Industrial Asphalt Inc.                        $68,625
Richard/Patricia Horst Weissman                $23,372
Michael Chiles                                  $1,636
Jason W. Bakke                                  $4,252
Stevan J. Bosses                               $86,697
Frederick Shaw                                  $2,265
Jeffrey Senesac                                   $233
Alejandro Quiceno                              $12,094
Cafe Vittoria, Inc.                             $7,742
Astral Financial                               $52,913
Magnum Feedyard                               $130,606
Rostilav Holan                                 $60,246
Coffee Export & CIA S EN C.C.I.                $60,219
Case Gabel & Zach May                         $107,100
David Oster                                   $118,913
Cascade Investment, L.L.C.                    $283,100
Stevel Gabel                                   $25,676
Cornelius Schwarz                             $101,658
Cafiver, S.A. DE C.V.                          $10,899
Compania Hondurena de Mercadeo Agricola S.A.  $121,393
Boyd Criswell                                   $4,182
Mountain Coffee Corporation                   $107,279

The Steven M. Abraham Trust wants the SIPA Trustee to correct the
misdesignation of $550,000 to reflect that is in fact part of the
firm's segregated futures account funds and compel the SIPA
Trustee to void any transfer of the $550,000 out of the
segregated futures account.

James E. Brennan, Wayne A. Zemke, Gary Zucafoose and Hal Rogers
insist that they did not receive transfers for their claims as
set forth in the SIPA Trustee's notices of claim determination.
Roger Wiklund, Angela Dozier-Carter and Ronald Drosselmeyer
disagree with the SIPA Trustee's determination of his claim.

William May, Maurice Rusnak and Lynn Edward Cox seek
clarification or full accounting as to how the SIPA Trustee
arrived at his determination of their claims.  Timmi Ryerson also
seeks the return of his money as a public claimant.  Robert Eitel
says that the check issued by MF Global for $50,000 has not yet
been credited to his account and thus seeks a new notice of
trustee's determination of claim.

Meanwhile, Daniel Goedken filed with the Court a declaration that
he did not receive any payment or other transfer of the allowed
amount with respect to Claim No. 900006711.

Robert N. Webb agrees with the SIPA Trustee's determination of
his claims and asks the Court to discard his previous objections.
He also submitted a declaration, release and agreement.

Futures claimants William Griffin and John McKillip assert that
their claims as for domestic futures accounts and not foreign
futures accounts.  Ancile Global Diversification Fund I, LLC
filed documents providing detailed calculations of the valuation
of its foreign futures position.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MGM RESORTS: Files Form 10-Q, Incurs $203.3MM Net Loss in Q1
------------------------------------------------------------
MGM Resorts International filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $203.30 million on $2.47 billion of revenue for the
three months ended March 31, 2012, compared with a net loss of
$89.87 million on $1.66 billion of revenue for the same period
during the previous year.

The Company's balance sheet at March 31, 2012, showed $27.39
billion in total assets, $17.89 billion in total liabilities, and
$9.49 billion in total stockholders' equity.

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

                        http://is.gd/rK9j1g

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.


MILACRON HOLDINGS: S&P Hikes Corp. Credit Rating to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Ohio-based Milacron Holdings Inc. by one notch to 'B+'
from 'B'. "We removed the rating from CreditWatch, where we had
placed it with positive implications on April 16, 2012," S&P said.

The upgrade follows the completion of Milacron's acquisition by
private-equity firm CCMP Capital with moderate initial leverage.

"We believe that the company's credit metrics could remain
stronger than our expectations in 2012," said Standard & Poor's
credit analyst Gregoire Buet. "However, we expect financial
policies to remain aggressive, and exposure to cyclical markets
and ownership by CCMP Capital could lead to higher leverage."

At the same time, Standard & Poor's affirmed its 'B+' issue rating
and '4' recovery rating on the company's senior secured notes due
2019, co-issued by wholly owned subsidiaries Mcron Finance Sub LLC
and Mcron Finance Corp. The '4' recovery rating indicates the
expectation of average (30%-50%) recovery in a payment default
scenario. The notes were upsized by $10 million, to $275 million.

Following stronger-than-expected revenue and profit growth in
2011, Standard & Poor's expects relatively steady operating
performance for Milacron this year.

Milacron serves the plastics-processing industries and
metalworking industries. It provides injection, extrusion, and
blow-molding equipment; parts and services; mold bases and related
products; and industrial fluids to a broad customer base in
automotive, packaging, and various industrial and consumer end
markets. The company should continue to benefit from its broad
product portfolio, a large installed base, and its brand
recognition.

Milacron's global market position is well-established. However,
the global plastic processing machinery market is cyclical and
remains plagued by residual excess supply, despite improved
capacity utilization over the past two years.


MOMENTIVE SPECIALTY: Files Form 10-Q; Incurs $16MM Net Loss in Q1
-----------------------------------------------------------------
Momentive Specialty Chemicals Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing 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 $1.24 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.

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

                       http://is.gd/UGYyty

                     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.


MMRGLOBAL INC: Granite to Resell 100 Million Common Shares
----------------------------------------------------------
MMRGlobal, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the offer
and resale of up to 100,000,000 shares of the Company's common
stock, par value $0.001 per share, by the selling stockholder,
Granite State Capital, LLC.  Granite has agreed to purchase
100,000,000 shares pursuant to the investment agreement the
Company entered into with Granite on April 16, 2012.  Subject to
the terms and conditions of that investment agreement, the Company
has the right to "draw," or sell, up to $15 million in shares of
the Company's common stock to Granite.

The Company will not receive any proceeds from the resale of the
Shares offered by Granite.  The Company will, however, receive
proceeds from the sale of shares to Granite pursuant to the
Facility.  When the Company draws an amount of the Shares, the per
share purchase price that Granite will pay to the Company in
respect to that draw will be determined in accordance with a
formula set forth in the Investment Agreement.  Generally, with
respect to each draw, Granite will pay the Company a per share
purchase price equal to 95% of the lowest daily volume weighted
average price, or the "VWAP," of the Company's common stock during
the five consecutive trading day period beginning on the trading
day immediately following the day on which Granite receives the
Company's draw notice and ending on and including the date that is
four trading days after the date of the Company's draw notice.

The Company's common stock is quoted on the OTCQB, the OTC market
tier for companies that are reporting with the SEC, under the
symbol "MMRF," and on the OTC Bulletin Board under the symbol
"MMRF.OB."  The last reported sale price of our common stock on
the OTC Bulletin Board on April 30, 2012, was $0.02 per share.

A copy of the prospectus is available for free at:

                        http://is.gd/YfizHo

                          About MMRGlobal

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

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $2.22 million
in total assets, $7.51 million in total liabilities, and a
$5.28 million total stockholders' deficit.

For 2011, Rose, Snyder & Jacobs LLP, in Encino, California,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The auditor issued going concern
qualification in the 2010 and 2011 financial statements.  The
independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the years ended Dec. 31, 2011, and 2010.


MMRGLOBAL INC: David Loftus Discloses 10.3% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, David T. Loftus disclosed that, as of
April 27, 2012, he beneficially owns 40,163,523 shares of common
stock of MMRGlobal, Inc., representing 10.32% of the shares
outstanding.  E-Mail Frequency, LLC, beneficially owns 2,777,778.

Mr. Loftus is the managing member of E-Mail Frequency and, in
connection therewith, has dispositive power with respect to the
shares held by E-Mail Frequency, LLC.  Mr. Loftus disclaims
beneficial ownership of these shares except to the extent of his
pecuniary interest therein.

A copy of the filing is available for free at:

                         http://is.gd/v2Vyze

                          About MMRGlobal

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

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $2.22 million
in total assets, $7.51 million in total liabilities, and a
$5.28 million total stockholders' deficit.

Following the 2011 results, Rose, Snyder & Jacobs LLP, in Encino,
California, expressed substantial doubt about the Company's
ability to continue as a going concern.  The auditor issued going
concern qualification in the 2010 and 2011 financial statements.
The independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the years ended Dec. 31, 2011, and 2010.


MMRGLOBAL INC: Sherry Hackett Discloses 6.3% Equity Stake
---------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Sherry Hackett disclosed that, as of
April 27, 2012, she beneficially owns 24,040,689 shares of common
stock of MMRGlobal, Inc., representing 6.26% of the shares
outstanding.  A copy of the filing is available for free at:

                       http://is.gd/kEcwfS

                         About MMRGlobal

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

The Company reported a net loss of $8.88 million in 2011, compared
with a net loss of $17.90 million in 2010.  The Company reported a
net loss of $10.3 million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $2.22 million
in total assets, $7.51 million in total liabilities, and a
$5.28 million total stockholders' deficit.

For 2011, Rose, Snyder & Jacobs LLP, in Encino, California,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The auditor issued going concern
qualification in the 2010 and 2011 financial statements.  The
independent auditors noted that the Company has incurred
significant operating losses and negative cash flows from
operations during the years ended Dec. 31, 2011, and 2010.


MS PARTNERSHIP: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MS Partnership
        1700 Hayes Street, Suite 104
        Nashville, TN 37203

Bankruptcy Case No.: 12-04337

Chapter 11 Petition Date: May 8, 2012

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

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church St., Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $3,698,598

Scheduled Liabilities: $6,275,466

A copy of the Company's list of its nine largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/tnmb12-04337.pdf

The petition was signed by Mack H. McClung, partner.


NASSAU BROADCASTING: Bankruptcy Court Approves Asset Sale
---------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
bankruptcy court signed off on the sale of Nassau Broadcasting
Partners LP's assets Tuesday to five different buyers, including a
Goldman Sachs Group Inc. affiliate, which bought the majority of
the radio stations.

As reported in the May 9, 2012 edition of the TCR, Nassau
Broadcasting announced ahead of its sale hearing that an affiliate
of Goldman Sachs Group Inc. purchased the majority of Nassau's
radio stations at auction with a $37.8 million credit bid, which
uses debt as currency.

According to Dow Jones Newswires, Goldman Sachs Credit Partners LP
was the successful bidder during the May 3 auction for 11 radio
stations -- a combination of AM and FM -- located in Pennsylvania
and New Jersey.  The Goldman Sachs affiliate was one of three
petitioning creditors that pushed Nassau into bankruptcy in
September, claiming that the company owed it $69.8 million in an
involuntary petition.

Other auction results, according to Dow Jones:

   $6.4 million -- amount paid by Manning Broadcasting Inc. to
                   acquire three Maryland radio stations.  Two of
                   those radio stations had belonged to Maryland
                   radio-station owner Manning Broadcasting prior
                   to 2004, according to the Herald-Mail.  Nassau
                   paid at least $18 million for two radio
                   stations -- one that it sold back to Manning
                   and another that it didn't -- in 2004.

   $2.7 million -- amount paid by John H. Garabedian, the host of
                   a weekend pop-music show called Open House
                   Party, to purchase three Cape Cod, Mass., FM
                   radio stations.

       $250,000 -- amount paid by Presence Radio Network Inc., a
                   Catholic radio-station operator, for one
                   station in Maine; and

       $150,000 -- amount paid by Mainestream Media LLC for
                   another station in Maine.

                     About Nassau Broadcasting

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

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


NCI BUILDING: S&P Puts 'B' Corp. Credit Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Rating Services placed its ratings, including
its 'B' long-term corporate credit rating, on Houston-based metal
building and components manufacturer and distributor NCI Building
Systems on CreditWatch with negative implications.

"The CreditWatch listing follows NCI's announcement of an
agreement to acquire insulated panel supplier Metl-Span for $145
million in cash," said Standard & Poor's credit analyst Thomas
Nadramia. "NCI plans to enter into a new credit facility to fund
the acquisition and refinance its $128 million bank term loan. NCI
also announced that it has reached agreement with Clayton,
Dubilier & Rice and affiliates (CD&R), the holders of NCI's
convertible preferred shares, to eliminate NCI's quarterly
dividend obligation on the preferred shares."

"Based on preliminary information, we expect NCI's financial
leverage to increase as a result of the incremental acquisition-
related debt," Mr. Nadramia added. "Pro forma the acquisition, we
estimate that total debt/EBITDA leverage, adjusted for operating
leases and nearly $350 million of convertible preferred equity,
could reach about 7x, which we would consider to be weak for the
current rating given NCI's 'weak' business risk profile. Partially
mitigating the increase in leverage is increased sales, vertical
integration and diversity, as well as potential synergies that
will result from the Metl-Span acquisition. Also, NCI plans to
eliminate its quarterly dividend obligation on its preferred
shares."

"We expect to resolve the CreditWatch placement within the next 90
days or upon the transaction's completion. In resolving the
CreditWatch listing, Standard & Poor's will meet with management
to review its operating plans and strategies post acquisition. We
will also assess the company's financial policies, liquidity and
capital structure pro forma for the acquisition. We could affirm
or lower ratings based on our assessment of the higher debt
leverage, liquidity, and financial policies post-transaction. If a
downgrade were to occur, it would likely be limited to one notch,"
S&P said.


NEBRASKA BOOK: Wants $250,000 Exit Lender Work Fees Approved
------------------------------------------------------------
BankruptcyData.com reports that Nebraska Book filed with the U.S.
Bankruptcy Court a motion for an order authorizing the payment of
up to $250,000 in work fees to potential exit lenders in
connection with their diligence and documentation related to the
proposed new $75 million asset-backed revolving credit facility.

According to the motion, "If the Potential Lenders were to delay
their efforts to complete diligence and prepare documentation of
the Exit Facility, such delay could frustrate the Debtors' ability
realize a smooth and timely exit from chapter 11."

The Debtors requested a May 14, 2012 hearing on the matter.

                    About Nebraska Book

Lincoln, Nebraska-based Nebraska Book Company, Inc., is one of the
leading providers of new and used textbooks for college students
in the United States.  Nebraska Book and seven affiliates filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 11-12002
to 11-12009) on June 27, 2011.  Hon. Peter J. Walsh presides over
the case.  Lawyers at Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP, serve as the Debtors' bankruptcy counsel.  The
Debtors; restructuring advisors are AlixPartners LLC; the
investment bankers are Rothschild, Inc.; the auditors are Deloitte
& Touche LLP; and the claims agent is Kurtzman Carson Consultants
LLC.  As of the Petition Date, the Debtors had consolidated assets
of $657,215,757 and debts of $563,973,688.

JPMorgan Chase Bank N.A., as administrative agent for the DIP
lenders, is represented by lawyers at Richards, Layton & Finger,
P.A., and Simpson Thacher & Bartlett LLP.  J.P. Morgan Investment
Management Inc., the DIP arranger, is represented by lawyers at
Bayard, P.A., and Willkie Farr & Gallagher LLP.

An ad hoc committee of holders of more than 50% of the Debtors'
Second Lien Notes is represented by lawyers at Brown Rudnick.  An
ad hoc committee of holders of the Debtors' 8.625% unsecured
notes are represented by Milbank, Tweed, Hadley & McCloy LLP.

The Official Committee of Unsecured Creditors selected Lowenstein
Sandler LLP and Stevens & Lee, P.C., as lawyers and Mesirow
Financial Inc. as financial advisers.

Nebraska Book has been unable to confirm a pre-packaged Chapter 11
plan that would have swapped some of the existing debt for new
debt, cash and the new stock, due to an inability to secure
$250 million in exit financing.


NEP II: Moody's Assigns 'B2' CFR, Rates 2nd Lien Facility 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
NEP II, Inc., a B1 rating to its proposed first lien credit
facility, and a Caa1 rating to its proposed second lien credit
facility. The transaction consists of a $460 million first lien
term loan, a $60 million first lien revolver (undrawn at close),
and a $160 million second lien term loan. Proceeds will repay
existing debt and fund an approximately $225 million dividend to
American Securities Capital Partners, the company's primary owner.

Moody's also assigned a stable outlook, and a summary of the
actions follow.

NEP II, Inc

    Corporate Family Rating, Assigned B2

    Probability of Default Rating, Assigned B2

    $460M Senior Secured First Lien Term Loan, Assigned B1, LGD3,
    36%

    $60M Senior Secured First Lien Revolver, Assigned B1, LGD3,
    36%

    $160M Senior Secured Second Lien Term Loan, Assigned Caa1,
    LGD5, 87%

Outlook, Stable

Ratings Rationale

The high leverage (in the mid 5 times debt-to-EBITDA pro forma for
the transaction) creates significant financial risk, especially
for a small company seeking to expand through both acquisitions
and organic growth in related segments and new geographies, which
drives NEP's B2 corporate family rating. The company's leading
position within its niche business facilitates good client
relationships as well as access to potential acquisitions, and its
long term contractual relationships with key broadcast networks
and cable channels provide some measure of cash flow stability.
These factors mitigate some of the risk related to scale and
execution, as does NEP's track record of acquiring and integrating
smaller companies without negatively impacting the credit profile.
The strong EBITDA margin (in the low 30% range) enables the
company to better manage the leverage, but the capital intensity
of the business and the high interest expense will likely limit
free cash flow to less than 5% of debt. Also, given the sponsor
ownership, the potential for future leveraging events, such as
incremental dividends or an exit through the sale of the company,
constrains the rating.

NEP's fleet of mobile broadcast trucks and engineering expertise
provides for a strong value proposition to its customers and also
lends asset value, supporting the rating. Furthermore, NEP
facilitates the viewing of live events, a service Moody's
considers key to content producers and content distributors, which
positions the company well regardless of how the consumption and
delivery of media evolves and therefore suggests sustainability of
the cash flow.

The stable outlook assumes leverage in the low to mid 5 times
debt-to-EBITDA range, modestly positive free cash flow, and the
maintenance of adequate or better liquidity. The stable outlook
incorporates tolerance for continued modest acquisitions in line
with the historic pattern, provided these do not cause a material
negative impact on the operating or credit profile.

The lack of scale and sponsor ownership limit upward ratings
momentum. However, Moody's would consider a positive rating action
with expectations for sustainable leverage in the low 4 times
debt-to-EBITDA range and sustainable positive free cash flow in
excess of 5% of debt.

Deterioration of the liquidity profile or expectations for
sustained leverage of 6 times debt-to-EBITDA or higher or
sustained negative free cash flow would likely have negative
ratings implications.

NEP II, Inc'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 NEP II, Inc's core industry
and believes NEP II, Inc's ratings are comparable to those of
other issuers with similar credit risk. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

NEP II, Inc., is a wholly owned subsidiary of ASP NEP/NCP HoldCo,
Inc., which provides outsourced media services necessary for the
delivery of live and broadcast sports and entertainment events to
television and cable networks, television content providers, and
sports and entertainment producers. The company's majority owner
is American Securities Capital Partners and it maintains its
headquarters in Pittsburgh, Pennsylvania. Revenue for the year
ended December 31, 2011, was approximately $333 million.


NEWPAGE CORP: U.S. Trustee Forms 8-Member Creditors Committee
-------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, amended the
appointment of the Official Committee of unsecured Creditors in
the Chapter 11 cases of NewPage Corporation, et al., to reflect
the resignation of Alden Global effective April 24, 2012.

The Committee members are:

         1. HSBC Bank USA, National Association
            Attn: Sandra Horwitz
            10 East 40 th Street, 14th Floor
            New York, NY 10016
            Tel: (212) 525-1358
            Fax: (212) 252-1366

         2. Deutsche Bank Trust Company Americas
            Attn: Rodney Gaughan
            60 Wall Street, MS NYC 60-2710
            New York, NY 10005
            Tel: (212) 250-2935
            Fax: (212) 797-8610

         3. US Bank National Assocation
            Attn: Timothy Sandell
            60 Livingston Avenue
            Saint Paul, MN 55107
            Tel: (651) 495-3959
            Fax: (651) 495-8100

         4. Pension Benefit Guaranty Corporation
            Attn: Darren Huff
            1200 K. Street NW
            Washington, DC 2005
            Tel: (202) 326-4070
            Fax: (202) 842-2643

         5. United Steelworkers
            Attn: David Jury
            Five Gateway Center, Room 807
            Pittsburgh, PA 15222
            Tel: (412) 562-2545
            Fax: (412) 562-2574

         6. Eugene Davis as Litigation Trustee for the Quebecor
              World Litigation Trust
            Attn: Joseph L. Steinfeld, Jr.
            2600 Eagan Woods Drive, Suite 400
            St. Paul, MN 55121
            Tel: (651) 289-3850
            Fax: (651) 406-9676

          7. OMNOVA Solutions Inc.
             Attn: Chet Fox
             175 Ghent Road
             Fairlawn, OH 44333
             Tel: (330) 869-4279
             Fax: (330) 869-4210

          8. National Starch LLC
             Attn: Larry Karr
             10 Finderne Avenue
             Bridgewater, NJ 08807
             Tel: (908) 685-5069

                        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.


NEXSTAR BROADCASTING: Swings to $3 Million Net Income in Q1
-----------------------------------------------------------
Nexstar Broadcasting Group, Inc., reported net income of
$3.01 million on $83.64 million of net revenue for the three
months ended March 31, 2012, compared with a net loss of $6.31
million on $69.94 million of net revenue for the same period
during the prior year.

Perry A. Sook, Chairman, President and Chief Executive Officer of
Nexstar Broadcasting Group, Inc., commented, "Nexstar's growth and
operating momentum is accelerating in 2012.  In the first quarter
we generated significant increases from all of our revenue sources
leading to record net revenue, adjusted EBITDA and free cash flow.
Nexstar's 19.6% rise in first quarter net revenue again highlights
the value of our long-term strategy to transition the traditional
television broadcasting operating model and our locally focused
content and advertiser relationships into a diversified model of
high margin revenue streams."

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

                        http://is.gd/bDCXMI

                  About Nexstar Broadcasting Group

Irving, Texas-based Nexstar Broadcasting Group Inc. currently
owns, operates, programs or provides sales and other services to
62 television stations in 34 markets in the states of Illinois,
Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania,
Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and
Florida.  Nexstar's television station group includes affiliates
of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches
approximately 13 million viewers or approximately 11.5% of all
U.S. television households.

The Company reported a net loss of $11.89 million in 2011, a net
loss of $1.81 million in 2010, and a net loss of $12.61 million
in 2009.

                           *     *     *

As reported by the Troubled Company Reporter on Aug. 30, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Nexstar Broadcasting Group to 'B' from 'B-'.  The rating
outlook is stable.

"The 'B' corporate credit rating reflects S&P's expectation that
Nexstar's core ad revenue will continue growing modestly in 2010
and 2011," said Standard & Poor's credit analyst Deborah Kinzer.
The EBITDA growth resulting from the rebound in core advertising,
combined with political ad revenue from the 2010 midterm
elections, should, in S&P's view, enable Nexstar to reduce its
leverage significantly by the end of the year.


NFR ENERGY: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston-
based NFR Energy LLC to negative from stable and affirmed all of
its ratings, including the 'B' corporate credit rating, on the
company.

"The ratings on NFR Energy LLC reflect our assessment of the
company's 'vulnerable' business risk and 'aggressive' financial
risk," said Standard & Poor's credit analyst Marc D. Bromberg.
"The ratings incorporate NFR's operations in the volatile oil and
natural gas industry, its small size and scope of operations,
concentrated operations in natural gas, expected near-term
negative free cash flow generation, and geographic concentration
of its asset base. The company is owned by Nabors Industries Ltd.
and First Reserve Corp."

"NFR is a relatively small independent oil and gas exploration and
production company with approximately 1.4 trillion cubic feet
equivalent of natural gas of estimated proved reserves (about 43%
were proved developed as of Dec. 31, 2011). About 97% of the
company's proved reserves are in the East Texas region, which
includes the Haynesville Shale and Cotton Valley formations. In
the near term, Standard & Poor's expects that the company will
focus its efforts on developing liquids production. Average daily
production was about 121 million cubic feet equivalent (mmcfe) in
2011," S&P said.

"NFR is highly concentrated in natural gas, which faces
unfavorable supply and demand dynamics in North America. Natural
gas represented about 86% of the company's total proved reserves
at year end 2011. To help mitigate revenue volatility, NFR has
meaningful gas price hedges in place in 2012 and 2013. We expect
that the company will continue to maintain an active hedging
policy to help offset the impact of natural gas price volatility
while it seeks to expand its liquids production," S&P said.


NORTHCORE TECHNOLOGIES: To Release Q1 Results on May 14
-------------------------------------------------------
Northcore Technologies Inc. is scheduled to release its financial
results for the first quarter of 2012 on Monday, May 14 following
the close of the markets.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of C$3.93
million in 2011, compared with a loss and comprehensive loss of
C$3.03 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
C$2.91 million in total assets, C$415,000 in total liabilities and
C$2.49 million in total shareholders' equity.


NORTHERN OIL: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Wayzata, Minn.-based Northern Oil & Gas Inc.
(NOG). The outlook is stable.

"At the same time, we assigned our 'B' issue rating to Northern
Oil & Gas's proposed $250 million senior unsecured notes due 2020.
The recovery rating is '4', indicating our expectation of average
(30% to 50%) recovery in the event of a payment default, albeit at
the low end of the range. We expect proceeds from the offering to
be used to term-out the $177.5 million in principal outstanding on
the company's revolving credit facility as of March 31, 2012,
and to fund its capital expenditure needs," S&P said.

"The ratings on Northern Oil and Gas reflect the company's
relatively small asset base and production levels, lack of
geographical diversification, aggressive growth strategy, negative
cash flow generation, and a non-operator business model that
depends on other 'operators' companies drilling plans, hence
restricting the company's ability to pace or channel its growth,"
said Standard & Poor's credit analyst Vishal Merani. "The ratings
also reflect the company's significant exposure to robust crude
oil prices, a favorable cost structure and a sizeable acreage
position, for the rating level."

"Standard & Poor's views NOG's business profile as 'vulnerable'.
The company's year-end 2011 proved reserve base totals a
relatively small 46.8 million barrels of oil equivalent (boe), 34%
of which was proved developed. Average daily production for the
quarter ended March 31, 2012, was also relatively small at about
8,500 boe per day. The company has limited operating diversity
with all of its operations concentrated in the Williston basin of
North Dakota and Montana. The concentration in the Williston basin
is somewhat offset by its large, albeit fractional holding of
wells, which is split across a range of operators, some of whom
have a strong operating track record. Given the high level of
exploration and production development and currently limited
transportation infrastructure in the Williston basin,
profitability lags other producing regions due to higher service
costs and the negative price differential(currently in the $8 to
$10 range) to West Texas Intermediate (WTI) crude oil in the
region. Also, NOG's non-operator business model makes it reliant
on operators to develop its reserves and acreage, thus limiting
NOG in its ability to control the pace of reserve development and
raising the inherent risk on expectations surrounding capital
spending plans and production increases," S&P said.

"The company's acreage position in the Williston Basin (173,000
net acres) and the relative low-risk nature of resource play
development should provide a solid platform for reserve and
production growth. Based on expected capital spending of $360
million on resource development, NOG in 2012, could nearly double
production over prior year. NOG's oil focus (89% of proved
reserves) and the current crude oil pricing environment, yields
better profitability compared with more gas weighted peers. NOG
also plans to spend $60 million to $80 million on additional
acreage acquisitions in 2012," S&P said.

"The stable outlook reflects our expectations that NOG will manage
its aggressive capital spending in a manner that does not
significantly erode its credit protection measures. An upgrade is
possible if NOG can increase its reserves above 100 million boe's
and increase run-rate production to over 22,000 barrels per day,
without material deterioration in its credit metrics. A negative
rating action would occur if adjusted debt leverage exceeded 5x,
or liquidity were to significantly erode with no near-term
remedy," S&P said.


OSAGE EXPLORATION: Director L. Ray Resigns for Personal Reasons
---------------------------------------------------------------
Larry Ray resigned as a member of Osage Exploration and
Development, Inc.'s Board of Directors on May 6, 2012, for
personal reasons.

                       About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

The Company's balance sheet at Dec. 31, 2011, showed $5.47 million
in total assets, $1.32 million in total liabilities, and a $4.15
million in total stockholders' equity.

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.


PENN NAT'L: Moody's Says St. Louis Casino Acquisition Favorable
---------------------------------------------------------------
Moody's Investors Service commented on the recent announcement
that Penn National Gaming (Ba2, Positive) has agreed to acquire
Harrah's Maryland Heights casino in St. Louis, Missouri from
Caesars Entertainment Corporation (Caa1, Stable).

Moody's says Penn's agreement to acquire the St. Louis casino from
Caesars is favorable for Penn but will increase Caesars' leverage.

The principal methodology used in rating Penn National Gaming and
Caesars Entertainment Corporation was the Global Gaming Industry
Methodology published in December 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


PENN VIRGINIA: S&P Rates New $450-Mil. Senior Unsecured Notes 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
credit rating and '6' recovery rating to Penn Virginia Resource
Partners L.P.'s (PVR; BB-/Negative/--) proposed $450 million
senior unsecured notes due 2020. The company intends to use note
proceeds to fund a portion of the purchase price for its
previously announced acquisition of Chief Gathering LLC and repay
a portion of the borrowings outstanding under its revolver. As of
March 31, 2012, PVR had total debt of $917 million.

PVR is a master limited partnership that manages coal and natural
resource properties, and gathers and processes natural gas.

RATINGS LIST

Penn Virginia Resource Partners L.P.
Corporate credit rating                  BB-/Negative/--)

New Ratings
Penn Virginia Resource Partners L.P.
Penn Virginia Resource Finance Corp. II
$450 mil sr unsecd notes due 2020        B
Recovery rating                         6


PETE'S FAMOUS RESTAURANT: Case Summary & Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Pete's Famous Restaurant of Hyde Park, Inc.
        dba Pete's Famous Cafe Grill
        4200 Albany Post Road
        Hyde Park, NY 12538

Bankruptcy Case No.: 12-36165

Chapter 11 Petition Date: May 7, 2012

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

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN, ATTORNEYS
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  E-mail: genmallaw@optonline.net

Scheduled Assets: $58,501

Scheduled Liabilities: $1,160,500

A copy of the Company's list of its eight largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-36165.pdf

The petition was signed by Panagiotis Sassos, president.


POSTMEDIA NETWORK: S&P Revises Outlook to Negative on Performance
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Toronto-
based Postmedia Network Inc. to negative from stable. At the same
time, Standard & Poor's affirmed its ratings on the company,
including its 'B' long-term corporate credit rating on Postmedia.

"The outlook revision reflects Postmedia's poor operating
performance for the second quarter ended Feb. 29, 2012, which was
far weaker than we expected," said Standard & Poor's credit
analyst Lori Harris. "While revenue declined 7.6% during the
quarter, compared with the same period in 2011, reported operating
income (before depreciation and amortization and restructuring
costs) dropped a material 36.6% in the quarter. 'Given the slow
economic recovery and declining industry advertising sales, we
expect the company's performance to remain stressed for the rest
of the year with revenue declines in the high single digits, as
well as continued margin pressure," Ms. Harris added.

"The ratings on Postmedia reflect Standard & Poor's assessment of
the company's 'vulnerable' business risk profile and 'aggressive'
financial risk profile. Our business risk assessment is based on
the company's weak operating performance, lower profitability, and
participation in the challenging newspaper publishing industry,
which is characterized by declining advertising and circulation
revenues, digital media substitution, and pricing pressures. We
believe the newspaper industry is facing long-term secular
pressures related to market share erosion toward online and other
forms of advertising. Partially offsetting these business risk
factors, in our opinion, is the company's solid market position in
Canadian newspaper publishing. Our financial risk assessment is
based on Postmedia's aggressive financial policy and weak credit
protection measures," S&P said.

"The negative outlook reflects Standard & Poor's view of the
ongoing challenges Postmedia faces with revenue and profitability
declines given difficult industry fundamentals. Downward pressure
on the ratings could result from further deterioration in the
company's operating performance or adjusted debt to EBITDA above
4.5x or less than a 15% cushion within the financial covenants. We
could revise the outlook to stable if the company demonstrates
sustainable improvement in its operating performance, including
revenue growth and margin stability, which should result in
adequate covenant cushion," S&P said.


QUALITY DISTRIBUTION: To Buy Bice and RM Resources for $79.3MM
--------------------------------------------------------------
Quality Distribution, Inc., announced that certain of its wholly-
owned subsidiaries have entered into definitive agreements to
acquire the operating assets of Wylie Bice Trucking, LLC, and the
operating assets and rights of RM Resources, LLC, for an aggregate
purchase price of $79.3 million, plus potential additional
consideration of $19.0 million, if certain future operating and
financial performance criteria are satisfied.  The transactions
are expected to close by the end of the second quarter, subject to
customary closing conditions.

Headquartered in Killdeer, ND, Bice is a leading provider of
transportation services to the unconventional oil and gas industry
within the Bakken shale region, primarily hauling fresh water,
flowback and production water, and oil for numerous energy
customers.  The flowback and production water Bice hauls is
primarily disposed of utilizing four existing salt water injection
wells owned and operated by RM.

"The acquisition of Bice and RM represents the single-most
significant step in expanding and diversifying our energy
logistics business," said Gary Enzor, Quality's Chief Executive
Officer.  "The Bice and RM operations are top-tier transportation
and disposal well providers in the fast growing Bakken shale
region, and we are confident that we can build on their already
solid platform.  This transaction also supports our strategy to
broaden our reach into key oil-rich shales.  When we combine this
Bakken acquisition with our existing Eagle Ford shale presence,
Quality's energy logistics business will be more diversified and
balanced between oil producing fields and our predominantly gas
producing presence in the Marcellus shale.  We are confident these
transactions will further strengthen our customer offering, as we
are fast becoming a water and oil hauling logistics solutions
provider across multiple shales on a more national scale."

On a combined basis for its most recent fiscal year ended Dec. 31,
2011, Bice and RM had revenues of approximately $106.0 million and
Adjusted EBITDA of approximately $12.7 million.  Adjusted EBITDA
excludes approximately $0.9 million of charges not expected to
recur.  Quality expects the collective acquisitions to be
accretive to earnings beginning in the third quarter of 2012.

Mr. Enzor continued, "Bice and RM have grown rapidly over the last
several years and we are excited about their prospects heading
into their peak season."

The transactions are structured as asset acquisitions, and
aggregate consideration will be paid to the sellers as follows:
(i) $49.0 million in cash at closing; (ii) a $21.3 million 5-year
subordinated seller note bearing interest at a 5% fixed rate; and
(iii) $9.0 million in unregistered shares of Quality common stock.
An additional $19.0 million may be payable in cash one year after
the anticipated closing date, contingent upon the collective
businesses meeting certain future operating and financial
performance criteria.

Wylie C. Bice, President of Bice, stated: "We believe that Quality
is an ideal partner for us and we are excited about joining the
team.  Opportunities in the Bakken shale continue to grow, and
combining with Quality provides us with access to growth capital
and enables us to leverage their capabilities to capitalize on
this dynamic market."

Bice operates two trucking terminals in North Dakota utilizing
approximately 500 drivers, making it one of the largest haulers of
fresh and disposal water and oil in the Bakken shale.  Bice is
principally an asset light business as the company primarily
utilizes independent contractors who own their own equipment.  RM
has four existing disposal wells and is expected to add another
well prior to the anticipated closing of the acquisitions; RM is
required to deliver a sixth well within 6 months of the
anticipated closing date, adding significant disposal capacity.

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company reported net income of $23.43 million on
$745.95 million of total operating revenues for the year ended
Dec. 31, 2011, compared with a net loss of $7.40 million on
$686.59 million of total operating revenues during the prior year.

The Company's balance sheet at March 31, 2012, showed
$330.79 million in total assets, $398.38 million in total
liabilities, and a $67.58 million total shareholders' deficit.

                         Bankruptcy Warning

The Company had consolidated indebtedness and capital lease
obligations, including current maturities, of $307.1 million as of
Dec. 31, 2011.  The Company must make regular payments under the
New ABL Facility and its capital leases and semi-annual interest
payments under its 2018 Notes.

The New ABL Facility matures August 2016.  However, the maturity
date of the New ABL Facility may be accelerated if the Company
defaults on its obligations.  If the maturity of the New ABL
Facility or such other debt is accelerated, the Company does not
believe that it will have sufficient cash on hand to repay the New
ABL Facility or such other debt or, unless conditions in the
credit markets improve significantly, that the Company will be
able to refinance the New ABL Facility or such other debt on
acceptable terms, or at all.  The failure to repay or refinance
the New ABL Facility or such other debt at maturity will have a
material adverse effect on the Company's business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of the Company or its subsidiaries.  Any
actual or potential bankruptcy or liquidity crisis may materially
harm the Company's relationships with its customers, suppliers and
independent affiliates.

                          *     *     *

As reported by the Troubled Company Reporter on Feb. 18, 2011,
Moody's Investors Service said the $38 million public offering of
4 million shares of Quality Distribution's common stock on Feb. 9,
2011, does not affect Quality's 'Caa1' corporate family and
probability of default ratings with a positive outlook.  However,
Moody's notes that the intended debt reduction at par from $17.5
million of the proceeds would be viewed favorably.

In the Nov. 8, 2010 edition of the TCR, Standard & Poor's Ratings
Services said that it has raised its corporate credit ratings on
U.S.-based Quality Distribution Inc. to 'B' from 'B-'.  S&P also
removed the ratings from CreditWatch, where S&P had placed them
with positive implications on Oct. 28, 2010, following the launch
of the bond offering.  The outlook is stable.

"The rating action reflects the improvement in Quality
Distribution's financial profile after completing its
refinancing," said Standard & Poor's credit analyst Anita Ogbara.
"Following the transaction, S&P expects Quality Distribution to
benefit from lower interest expense, improved cash flow adequacy,
and a substantial reduction in debt maturities over the next few
years."


QUALITY DISTRIBUTION: Reports $6.7 Million Net Income in Q1
-----------------------------------------------------------
Quality Distribution, Inc., reported net income of $6.70 million
on $191.91 million of total operating revenues for the three
months ended March 31, 2012, compared with net income of $2.72
million on $177.91 million of total operating revenues for the
same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $330.79
million in total assets, $398.38 million in total liabilities and
a $67.58 million total shareholders' deficit.

"I am pleased with the Company's growth in earnings this quarter,
especially with the progress we have made entering the energy
markets," said Gary Enzor, Chief Executive Officer.  "We are
making tangible progress in improving our chemical logistics
driver counts and continue to see solid performance from our
intermodal and energy logistics businesses."

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

                        http://is.gd/8QBFIZ

                    About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company reported net income of $23.43 million on $745.95
million of total operating revenues for the year ended Dec. 31,
2011, compared with a net loss of $7.40 million on $686.59 million
of total operating revenues during the prior year.

                         Bankruptcy Warning

In its Form 10-K for 2011, the Company noted that it had
consolidated indebtedness and capital lease obligations, including
current maturities, of $307.1 million as of Dec. 31, 2011.  The
Company must make regular payments under the New ABL Facility and
its capital leases and semi-annual interest payments under its
2018 Notes.

The New ABL Facility matures August 2016.  However, the maturity
date of the New ABL Facility may be accelerated if the Company
defaults on its obligations.  If the maturity of the New ABL
Facility or such other debt is accelerated, the Company does not
believe that it will have sufficient cash on hand to repay the New
ABL Facility or such other debt or, unless conditions in the
credit markets improve significantly, that the Company will be
able to refinance the New ABL Facility or such other debt on
acceptable terms, or at all.  The failure to repay or refinance
the New ABL Facility or such other debt at maturity will have a
material adverse effect on the Company's business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of the Company or its subsidiaries.  Any
actual or potential bankruptcy or liquidity crisis may materially
harm the Company's relationships with its customers, suppliers and
independent affiliates.


QUICKSILVER RESOURCES: S&P Lowers Corporate Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Quicksilver Resources Inc. to 'B' from 'B+'. The outlook
is negative.

"The downgrade primarily reflects the prospects for weaker
profitability and deteriorating credit protection measures at
Quicksilver following the recent revision of our natural gas
pricing assumptions. We recently reduced our natural gas pricing
assumptions to $2.00 per million Btu (mmBtu) from $3.00/mmBtu in
2012, to $2.75 from $3.25/mmBtu in 2013, and to $3.50 from
$4.00/mmBtu in 2014. Natural gas constitutes about 80% of
Quicksilver's total equivalent production. Although the company
has hedged about 65% of this year's and 45% of next year's natural
gas volumes at above market prices, we have reduced our 2012 and
2013 EBITDAX expectations given lower natural gas price
realizations on the unhedged portion of Quicksilver's natural gas
production," S&P said.

"The rating action reflects our view that debt-to-EBITDAX (EBITDA
before exploration expense) will increase above levels that are
appropriate for the 'B+' rating category in 2012," Said Standard &
Poor's credit analyst Carin Dehne-Kiley. "Based on this year's
capital budget of $370 million, we estimate the company's debt to
EBITDAX will approach 4.9x by year-end 2012 and could exceed 6.0x
at year-end 2013, up from 4.1x at the end of 2011."

"Our revised 'B' rating on Ft. Worth, Texas-based Quicksilver
reflects the company's 'vulnerable' business risk and 'aggressive'
financial risk. Our assessment of the company's business risk is
based on its participation in the cyclical and capital-intensive
E&P industry and its vulnerability to the currently weak natural
gas market, given that gas accounts for about 80% of current
production. The ratings also reflect the company's relatively
large proven reserve base for the rating category, low cost
structure, above market-priced hedges and adequate liquidity," S&P
said.


RAAM GLOBAL: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on RAAM
Global Energy Co. to negative from stable and affirmed the 'B-'
corporate credit rating.

"The outlook revision on RAAM reflects our expectation that the
company's liquidity will weaken as a result of depressed natural
gas prices (under our revised price assumptions) and its
aggressive capital spending program of $177 million in 2012 to
develop its onshore oil properties," said Standard & Poor's credit
analyst Susan Ding. "We expect the company to face funding issues
in 2013 if weak natural gas prices persist."

"The outlook is negative, reflecting our expectation that lower
natural gas prices will weaken the company's cash flow and
liquidity. We could lower the rating if liquidity drops below $50
million. We could revise the outlook to stable if the company is
able to strengthen its liquidity position and improve its cash
flows, although we deem it unlikely the company would reduce its
capital spending due to its desire to grow onshore oil and liquids
volumes," S&P said.


RE LOANS: Court Extends Exclusive Solicitation Period to June 30
----------------------------------------------------------------
R.E. Loans, LLC, et al., ask the U.S. Bankruptcy Court for the
Northern District of Texas to extend the exclusive period in which
only the Debtors may solicit acceptances of a Chapter 11 plan to
June 30, 2012, from May 31, 2012.

On Feb. 1, 2012, the Debtors filed their Joint Chapter 11 Plan of
Reorganization dated Feb. 1, 2012, and the Disclosure
Statement for the Debtors' Joint Chapter 11 Plan of
Reorganization, dated March 2, 2012.  On March 2, 2012, after
discussions with their creditors' constituencies, the Debtors
filed their First Amended Joint Chapter 11 Plan of Reorganization
and the Disclosure Statement for the Debtors' First Amended Joint
Chapter 11 Plan of Reorganization, dated March 2, 2012.

After further discussions with their creditors' constituencies and
to resolve a number of objections made to the Amended Disclosure
Statement, on April 26, 2012, the Debtors filed their Second
Amended Joint Chapter 11 Plan of Reorganization, dated April 26,
2012, and their Disclosure Statement for the Debtors' Second
Amended Joint Chapter 11 Plan of Reorganization, dated April 26,
2012.

Prior to and since the filing of the original Plan and the
Disclosure Statement, the Debtors have been engaged in ongoing
plan discussions with the Official Committee of Noteholders, Wells
Fargo Capital Finance, LLC, the Debtors' prepetition and debtor in
possession financing lender, and Mortgage Fund '08, LLC, one of
the Debtors' largest general unsecured creditors.  The Debtors are
hopeful that with the requested extension of the Solicitation
Exclusivity Period, they can reach a consensus on a revised plan
with these key creditors.  The Debtors seek to negotiate a
consensual plan of reorganization and not for the purpose of undue
delay.

On April 24, 2012, the Debtors, the Noteholders Committee, Wells
Fargo, MF08, and Development Specialists, Inc., the former
collateral agent for the Noteholders, participated at mediation in
Dallas, Texas, to attempt to reach agreement on a consensual plan
of reorganization, among other related issues, with the Hon.
Randall Newsome, former U.S. Bankruptcy Judge, as mediator.  A
global solution was not reached.  However, the Debtors believe
that the mediation may have aided them in their efforts to reach a
consensual plan of reorganization with the Noteholders Committee,
Wells Fargo, and MF08, which will result in the Third Amended Plan
and Third Amended Disclosure Statement.

The Debtors' cases are large and complex and satisfy the first
exclusivity factor.  The Debtors have also fully complied with all
reporting and other requirements.

                          About R.E. Loans

R.E. Loans, LLC, was, for many years, in the business of providing
financing to home builders and developers of real property.  R.E.
Future LLC and Capital Salvage own the real property obtained
following foreclosure proceedings initiated by R.E. Loans against
its borrowers.  R.E. Loans is the sole shareholder of Capital
Salvage and the sole member of R.E. Future.  B-4 Partners LLC is
the sole member of R.E. Loans.  As a result of the multiple
defaults by R.E. Loans' borrowers, R.E. Loans has transitioned
from being a lender to becoming a property management company.

Lafayette, California-based R.E. Loans, R.E. Future and Capital
Salvage filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case
Nos. 11-35865, 11-35868 and 11-35869) on Sept. 13, 2011.  Judge
Barbara J. Houser presides over the case.  Stutman, Treister &
Glatt Professional Corporation, in Los Angeles, and Gardere, Wynne
Sewell LLP, in Dallas, represent the Debtors as counsel.  James A.
Weissenborn at Mackinac serves as R.E. Loans' chief restructuring
officer.  The Debtors tapped Hines Smith Carder as their
litigation and outside general counsel.  The Debtors tapped
Alixpartners, LLP as noticing agent, and Latham & Watkins LLP as
special counsel in real estate matters.  R.E. Loans disclosed
$713,622,015 in assets and $886,002,786 in liabilities as of the
Chapter 11 filing.

Akin Gump Strauss Hauer & Feld LLP, in Dallas, represents
the Official Committee of Note Holders as counsel.


REDDY ICE: Unsecured Creditors Committee Retain Advisors
--------------------------------------------------------
BankruptcyData.com reports that Reddy Ice Holdings' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court motions to retain:

   -- Pachulski Stang Ziehl & Jones (Contact: Robert J. Feinstein)
      as attorney/lead counsel at hourly rates ranging from $200
      to $995;

   -- Cox Smith Matthews Incorporated (Contact: George H.
      Tarpley) as attorney at hourly rates ranging from $180 to
      $565; and

   -- BDO USA (Contact: William K. Lenhart) as financial advisor
      at these hourly rates: partner/managing director at $475 to
      $795, director/senior manager/senior vice president at $375
      to $525, manager/vice president at $325 to $425,
      senior/analyst at $200 to $350 and staff at $150 to $225.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling
$434 million and total liabilities of $531 million.  The bulk of
the liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.  A hearing to approve the Disclosure
Statement and confirm the Plan has been set for May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REICHHOLD INDUSTRIES: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Durham,
N.C.-based Reichhold Industries Inc. to 'B-' from 'D'. The outlook
is stable.

"At the same time, Standard & Poor's assigned its 'CCC+' issue-
level rating to Reichhold's $206.6 million senior secured notes
due 2017, with a recovery rating of '5', indicating the
expectation for a modest (10% to 30%) recovery in the event of a
payment default," S&P said.

"The upgrade reflects our reassessment of Reichhold's credit
profile following the completion of the exchange offer," said
Standard & Poor's credit analyst Seamus Ryan. "While the exchange
did not reduce leverage, the payment-in-kind feature of the newly
issued notes increases the company's financial flexibility and
cash flow."

"The company remains highly leveraged, and we expect reported debt
to increase over the next two years as a result of the PIK
interest payments," he added. "Nevertheless, we believe
Reichhold's operating performance will improve over the next year,
as key transportation and construction end markets gradually
recover and the company benefits from recent cost cuts."

"Reichhold produces unsaturated polyester resins used for
composite applications and resins used for coatings by
architectural and industrial customers. The company has low EBITDA
margins, exposure to cyclical end-markets, and high leverage,
somewhat offset by its established market positions in its resins
product lines and some geographic diversity of sales. Standard &
Poor's characterizes Reichhold's business risk profile as
'vulnerable' and its financial risk profile as 'highly
leveraged.'"


REFCO INC: Judge Keeps $80MM Trustee Suit in Bankruptcy Court
-------------------------------------------------------------
Lana Birbrair at Bankruptcy Law360 reports that U.S. District
Judge Jed S. Rakoff on Wednesday sent back to bankruptcy court an
adversary suit brought by the trustee for Refco Inc. against
executives accused of fraudulently receiving $80 million in funds
in connection with a scheme to hide the bank's impending
insolvency.

                          About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.


REGAL ENTERTAINMENT: Swings to $46.30 Million Net Income in Q1
--------------------------------------------------------------
Regal Entertainment Group filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $46.30 million on $684.90 million of total revenue
for the quarter ended March 29, 2012, compared with a net loss of
$23.70 million on $570.90 million of total revenue for the three
months ended March 31, 2011.

The Company's balance sheet at March 29, 2012, showed
$2.30 billion in total assets, $2.85 billion in total liabilities,
and a $552.60 million total deficit.

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

                        http://is.gd/H2KIjg

                 About Regal Entertainment Group

Based in Knoxville, Tennessee, Regal Entertainment Group (NYSE:
RGC) -- http://www.REGmovies.com/-- is the largest motion picture
exhibitor in the world.  Regal's theatre circuit, comprising Regal
Cinemas, United Artists Theatres and Edwards Theatres, operates
6,739 screens in 545 locations in 38 states and the District of
Columbia.  Regal operates theatres in 43 of the top 50 U.S.
designated market areas.

                           *     *     *

Regal Entertainment carries 'B1' corporate family and probability
of default ratings from Moody's Investors Service, 'B+' issuer
default rating from Fitch Ratings, and 'B+' corporate credit
rating from Standard & Poor's Ratings Services.

Moody's said in February 2011 that Regal's B1 CFR reflects the
trade-offs between the relative stability and the small magnitude
of the company's cash flow stream.  With no change expected in
either parameter, and with very good liquidity, the rating outlook
is stable.

S&P said in February that the rating reflects S&P's view that the
company's aggressive financial policies will likely cause leverage
to remain elevated over the intermediate term.  Furthermore,
Regal's revenue and EBITDA trends are highly dependent on the
performance of the U.S. box office.  Other rating factors include
the company's participation in the mature and highly competitive
U.S. movie exhibition industry, exposure to the fluctuating
popularity of Hollywood films, and the long-term risk of increased
competition from the proliferation of entertainment alternatives.


RESIDENTIAL CAPITAL: Ally Board to Meet to Authorize Bankruptcy
---------------------------------------------------------------
Dan Fitzpatrick and Mike Spector at Dow Jones' Daily Bankruptcy
Review report that the board of Ally Financial Inc.'s ailing
mortgage unit is expected to meet Sunday to authorize a bankruptcy
filing, said people familiar with the situation.

Bloomberg News, citing people with knowledge of the talks,
reported early this week that Residential Capital LLC will file
for Chapter 11 reorganization early next week.  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 Bloomberg 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.

Ally Financial, according to reports, has already received U.S.
Treasury Department approval to put its Residential Capital unit
into bankruptcy as the government seeks to recover bailout funds.

                     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.


RPM AUTOWORX: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: RPM Autoworx Incorporated
        26 Amberwood Circle
        Savannah, GA 31405

Bankruptcy Case No.: 12-40879

Chapter 11 Petition Date: May 7, 2012

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: Richard C. E. Jennings, Esq.
                  LAW OFFICES OF SKIP JENNINGS, P.C.
                  115 W. Oglethorpe Avenue
                  Savannah, GA 31401
                  Tel: (912) 234-6872
                  Fax: (912) 236-7549
                  E-mail: skipjenningspc@comcast.net

Scheduled Assets: $131,700

Scheduled Liabilities: $1,346,842

A copy of the Company's list of its 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/gasb12-40879.pdf

The petition was signed by Richard Broussard, CEO.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Richard J. Broussard, Jr.
  & Moira Sheehan                     11-41272            06/22/11
RIMO Landworx, LLC                    12-40465            03/06/12


RYLAND GROUP: Files Form 10-Q, Incurs $5.1-Mil. Net Loss in Q1
--------------------------------------------------------------
The Ryland Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $5.11 million on $215.86 million of total revenues for
the three months ended March 31, 2012, compared with a net loss of
$19.53 million on $167.67 million of total revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$1.54 billion in total assets, $1.06 billion in total liabilities
and $479.91 million in total equity.

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

                       http://is.gd/EZoVrw

                       About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $50.75 million in 2011, a net
loss of $85.14 million in 2010, and a net loss of $162.47 million
in 2009.

                           *     *     *

Ryland Group carries 'B1' corporate family and probability of
default ratings, with stable outlook, from Moody's.  It has 'BB-'
issuer credit ratings, with stable outlook, from Standard &
Poor's.


SALERNO PINCENTE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Salerno Pincente Ristorante, LLC
        9301 W. 63rd Street
        Hodgkins, IL 60525

Bankruptcy Case No.: 12-18900

Chapter 11 Petition Date: May 8, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Chester H. Foster, Jr., Esq.
                  FOSTER & SMITH
                  3825 W 192nd St.
                  Homewood, IL 60430
                  Tel: (708) 799-6300
                  Fax: (708) 799-6339
                  E-mail: chf@fostersmithlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-18900.pdf

The petition was signed by Andrew Salerno, manager.


SALLY HOLDINGS: Share Repurchase No Impact on Moody's 'Ba3' CFR
---------------------------------------------------------------
Moody's Investors Service said that while Sally Holdings LLC's
announcement that it agreed to repurchase approximately $200
million of its common stock directly from funds associated with
Clayton, Dubilier, & Rice (CD&R) is a credit negative, it will
have no impact on the company's Ba3 Corporate Family Rating or
stable outlook.

The principal methodology used in rating Sally Holdings LLC 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.

Sally Holdings LLC, based in Denton, Texas, is an international
retailer and distributor of beauty supplies. Its two subsidiaries,
Sally Beauty Supply and Beauty Supply Group (BSG), sell and
distribute beauty products to individual retail consumers and
salon professionals. Products are distributed through a network of
over 4,300 stores in 12 countries. Revenues exceeded $3.4 billion
for the twelve month period ended March 31, 2012.


SEAWORLD PARKS: S&P Lowers Sr. Secured Credit Debt Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Orlando, Fla.-based SeaWorld Parks & Entertainment Inc.'s senior
secured credit facility to '2', indicating its expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default, from '1'. "In addition, in accordance with our
notching criteria, we lowered our issue-level rating on the senior
secured credit facility to 'BB-' from 'BB' and removed the rating
from CreditWatch, where it was placed with Negative implications
on March 13, 2012. The revised recovery rating reflects the
increase in senior secured debt following the addition of the $500
million incremental term loan B, which reduced recovery prospects
under our simulated default scenario. The company's senior secured
credit facility now consists of a $172.5 million revolver, a $160
million term loan A, and a $1.3 billion term loan B," S&P said.

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

"Our 'B+' corporate credit rating on SeaWorld reflects our
assessment of the company's business risk profile as 'fair' and
our assessment of the company's financial risk profile as
'aggressive', according to our criteria," S&P said.

"Our assessment of SeaWorld's business risk profile as fair
reflects recent strong performance, including improvement in its
EBITDA margin from the realization of cost-reduction efforts, and
our belief the company will maintain an EBITDA margin in the high-
20% area," said Standard & Poor's credit analyst Ariel Silverberg.
"While this level of profitability is still below other rated
theme park operators, it compares favorably with many issuers in
the leisure space. The assessment also reflects our belief that
the company will continue to benefit from productive investments
made in the business on new attractions. We believe these positive
factors are partially offset by the company's EBITDA concentration
in a few of its parks, its reliance on consumer discretionary
spending, the capital intensity of the theme park business, and
the seasonal nature of several of its parks."

"Our assessment of SeaWorld's financial risk profile as aggressive
reflects our belief that the owners will maintain an aggressive
financial policy with respect to distributions, which we believe
will result in adjusted leverage remaining around 5x over the long
term," S&P said.

"Our ratings currently incorporate our expectation for a slight
decline in attendance and flat year-over-year per capita spending
in 2012, which we believe would translate into a low-single-digit
percent decline in revenue. We expect only slight growth in
attendance and per-capita spending in 2013. This scenario reflects
our economists' current expectation for only modest growth in
consumer spending in 2012 and 2013 and for unemployment to remain
high (our economists' forecast is for unemployment to remain high,
declining to just under 8% through 2013). We remain somewhat
cautious that a weaker economic recovery could pressure attendance
and per-capita spending this year and our economists are currently
forecasting a 20% risk (albeit down from as high as 40% in 2011)
of the U.S. falling into a recession. Still, we believe SeaWorld
will sustain cost controls and maintain EBITDA margin in the high
20% area, resulting in EBITDA declining only modestly in 2012 and
growing slightly in 2013," S&P said.


SEQUENOM INC: Steven Cohen Discloses 5.4% Equity Stake
------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Steven A. Cohen and his affiliates disclosed that, as
of May 7, 2012, they beneficially own 6,128,919 shares of common
stock of Sequenom, Inc., representing 5.4% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/gpgqP4

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $171.88
million in total assets, $43.31 million in total liabilities and
$128.56 million in total stockholders' equity.


SOLO CUP: Moody's Withdraws Ratings After Dart Container Buyout
---------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Solo Cup
Company following its acquisition by Dart Container. Solo's
outstanding 10.5% Senior Secured Notes due 2013 and 8.5% Senior
Subordinated Notes due 2014 have been called for redemption at
100% of the principal amount plus accrued and unpaid interest to
their respective redemption dates of May 21, 2012 and June 4,
2012. The company has no public or rated debt outstanding. Dart
Container is privately held, not rated by Moody's and does not
publicly file financial statements.

The following ratings were withdrawn:

Corporate Family Rating, B3

Probability of Default Rating, B3

$200 million asset-based revolver due 2013, Ba2 (LGD 2, 17%).

$300 million of senior secured notes due 2013, B2 (LGD3, 41%).

$325 million senior subordinated notes due 2014, Caa2 (LGD 5, 86%)

Speculative grade liquidity rating SGL-2

The outlook is changed to withdrawn from stable.

Ratings Rationale

The principal methodology used in rating Solo was Moody's Global
Packaging Manufacturers Metal, Glass, and Plastic Containers,
published in June 2009. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.


SB PARTNERS: SRE Clearing Owns 36% of Units Outstanding
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, SRE Clearing Services Corporation disclosed
that, as of April 30, 2012, it beneficially owns 2791.0 Units of
Limited Partnership Interest of SB Partners representing 36% of
the Units outstanding.

SRE Clearing previously reported beneficial ownership of 2,721.5
Units representing 35.1% as of June 21, 2011.

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

                        http://is.gd/EjJHxn

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company has a 30% interest in Sentinel Omaha, LLC.  Sentinel
Omaha is a real estate investment company which currently owns 24
multifamily properties and 1 industrial property in 17 markets.
Sentinel Omaha is an affiliate of the partnership's general
partner.

As reported by the TCR on June 23, 2011, Dworken, Hillman, LaMorte
and Sterczala, P.C., in Shelton, Connecticut, did not include a
substantial doubt qualification in its report on the Company's
2010 financials.

As reported in the Troubled Company Reporter on June 15, 2010,
Dworken Hillman expressed substantial doubt about SB Partners'
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that the partnership's
unsecured credit facility matured on Feb. 28, 2009, and the
partnership has not yet been able to arrange a replacement loan,
extension or refinancing.

The Company reported a net loss of $623,117 on $2.61 million of
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $23.60 million on $2.58 million of total revenues
during the prior year.

The Company reported a net loss of $750,526 on $1.89 million of
total revenue for the nine months ended Sept. 30, 2011, compared
with a net loss of $468,171 on $1.96 million of total revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$18.34 million in total assets, $20.75 million in total
liabilities and a $2.41 million total partners' deficit.


SPRINGLEAF FINANCE: Incurs $47.9-Mil. Net Loss in First Quarter
---------------------------------------------------------------
Springleaf Finance Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $47.96 million on $442.08 million of total interest
income for the three months ended March 31, 2012, compared with a
net loss of $55.17 million on $471.22 million of total interest
income for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed
$15.62 billion in total assets, $14.23 billion in total
liabilities and $1.38 billion in total shareholders' equity.

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

                        http://is.gd/12ZniO

                     About Springleaf Finance

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                           *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported by the Troubled Company Reporter on Sept. 9, 2011,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) and
unsecured debt ratings on Springleaf Finance, Inc. (Springleaf)
and affiliates to 'CCC' from 'B-'.

The downgrade of Springleaf's IDR was driven by Fitch's continued
concerns regarding the company's lack of meaningful liquidity and
funding flexibility, as $2 billion of unsecured debt matures in
2012.  Minimal progress has been made in implementing a long-term
funding plan since the acquisition by Fortress Investment Group
LLC (Fortress) in November 2010; therefore, barring meaningful
access to the securitization market over the next several months,
Springleaf may have insufficient flexibility to address its near-
term debt maturities.


STEREOTAXIS INC: Agrees to Sell 21.7 Million Common Shares
----------------------------------------------------------
Stereotaxis, Inc., on May 7, 2012, entered into a Stock and
Warrant Purchase Agreement with certain institutional investors
whereby it agreed to sell an aggregate of approximately 21.7
million shares of the Company's common stock at a price of $0.3361
per share, together with six-year warrants at a price of $0.125
per share to purchase an aggregate of approximately 21.7 million
shares of common stock having an exercise price of $0.3361 per
share.  Each purchaser received a PIPE Warrant to purchase one
share of common stock for every share of PIPE Common Stock
purchased.  The Company anticipates that the transaction will
close on May 10, 2012.  The sale of securities under the PIPE SPA
is subject to certain conditions .

Net proceeds from the sale of the securities under the PIPE SPA
will be approximately $9.2 million, after placement agent fees and
other offering expenses.  Oppenheimer & Co, Inc., registered
broker dealer, acted as sole placement agent in connection with
the sale under the PIPE SPA.

The Company plans to use the funds to repay $7 million of the
revolving credit facility guaranteed by Alafi Capital and
affiliates of Sanderling Venture Partners, for working capital,
and for general corporate purposes, as described below.

                 Subordinated Convertible Debentures

On May 7, 2012, the Company also entered into a Securities
Purchase Agreement with certain institutional investors whereby it
agreed to sell an aggregate of approximately $8.5 million in
aggregate principal amount of unsecured, subordinated, convertible
debentures, which will become convertible into shares of common
stock at a conversion price of $0.3361 per share, no later than
the date that the Company is required to hold a meeting to approve
the Shareholder Approval Matters.  The purchasers of the
Debentures also received six-year warrants to purchase 25.2
million shares of the Company's common stock at an exercise price
of $0.3361 per share.  The Company anticipates that the
transaction will close on May 10, 2012.

Net proceeds from the sale of securities under the Convertible
Debt SPA will be approximately $7.5 million, after placement agent
fees and other offering expenses, and will be used for working
capital and general corporate purposes, subject to certain
restrictions set forth in the Convertible Debt SPA.  The Placement
Agent also acted as placement agent in connection with the sale
under the Convertible Debt SPA.

In connection with the above closing and funding of the above
transactions, the Company and a wholly-owned subsidiary of the
Company expect to further amend its Second Amended and Restated
Loan and Security Agreement with Silicon Valley Bank to extend the
maturity of the current working capital line of credit from
May 15, 2012, to March 31, 2013, and decrease the $10 million
sublimit for borrowings supported by guarantees from the Lenders
to $3 million.  Under the revised facility the Company would be
required to maintain a minimum liquidity ratio and a minimum
tangible net worth as defined in the Amended Loan Agreement.

Also in connection with the above closing and funding of the above
transactions, the Company and the Subsidiary expect to also enter
into an Export-Import Bank Second Loan Modification and Waiver
Agreement with Silicon Valley Bank to extend the maturity date of
the revolving line of credit under that certain Amended and
Restated Export-Import Bank Loan and Security Agreement dated
Nov. 30, 2011, from May 15, 2012, to March 31, 2013, and reduce
the revolving line of credit from $10 million to $5 million.

Also in connection with the above closing and funding of the above
transactions and with the Silicon Valley Bank extension, the
Company entered into a further amendment to the Note and Warrant
Purchase Agreement dated Feb. 21, 2008, as amended, with
Sanderling Venture Partners and Alafi Capital to decrease from $10
million in aggregate to $3 million, and to further extend, the
Lenders' obligation to provide either direct loans to the Company
or loan guarantees to the Company's primary bank lender through
the earlier of March 31, 2013, the date that the Company elects to
extinguish the guarantee, or the date the Company receives $30
million of third party, non-bank financing.  The Company expects
to grant to the Lenders warrants to purchase an aggregate of
approximately 2.3 million shares of Common Stock in exchange for
their extension.  The 2013 Extension Warrants would be exercisable
at a per share price equal to the closing bid price for Nasdaq
purposes on the day prior to the commitment being entered into.

The Lenders are affiliates of Fred A. Middleton and Christopher
Alafi, respectively, each of whom is a member of the Company's
Board of Directors.  This facility may also be used by the Company
to guarantee its loan commitments with Silicon Valley Bank, its
primary bank lender, through the same extended term.

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

                        http://is.gd/taBDF4

                         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 March 31, 2012, showed $36.79
million in total assets, $60.16 million in total liabilities and a
$23.36 million total stockholders' deficit.


STEREOTAXIS INC: Incurs $5.8 Million Net Loss in First Quarter
--------------------------------------------------------------
Stereotaxis, Inc., reported a net loss of $5.81 million on $12.28
million of total revenue for the three months ended March 31,
2012, compared with a net loss of $9.54 million on $10.22 million
of total revenue for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $36.79
million in total assets, $60.16 million in total liabilities and a
$23.36 million total stockholders' deficit.

Michael P. Kaminski, President and Chief Executive Officer of
Stereotaxis, said, "In the first quarter, we continued to
capitalize on strong market response to the release of the Epoch
Solution and robust utilization, realizing a 20% improvement in
revenue over the prior year quarter.  By quarter end, we had
completed 25 upgrades to the Niobe ES system in existing sites
since its launch in December 2011; on pace with our forecast to
achieve 40 upgraded sites during the first half of 2012.  We
expect Niobe ES system sales will gain momentum throughout the
year as we increase reference sites and optimize product value."

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

                        http://is.gd/D1bd3H

                         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.


TECHNEST HOLDINGS: Consummates Merger, Now Known as AccelPath
-------------------------------------------------------------
Pursuant to the Agreement and Plan of Merger dated as of May 1,
2012, by and between, Technest Holdings, Inc, and AccelPath, Inc.,
a wholly-owned subsidiary of Technest, effective as of May 2,
2012, Technest merged with and into AccelPath, with AccelPath
being the surviving entity.

The Reincorporation Merger was consummated to move the Company's
domicile from Nevada to Delaware.  The Merger Agreement and
Reincorporation Merger were duly approved by the written consent
of stockholders of Technest owning at least a majority of the
outstanding shares of Technest's common stock, par value $0.0001
per share, dated Feb. 17, 2012.

The Reincorporation Merger did not result in any change in
headquarters, business, jobs, management, location of any offices
or facilities, number of employees, assets, liabilities or net
worth.  Management, including all directors and officers, remain
the same immediately after the Reincorporation Merger.  There were
no changes in any direct or indirect interests of the current
directors or executive officers as a result of the Reincorporation
Merger.  Following the Reincorporation Merger, the common stock of
the Surviving Corporation will be registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended by virtue of
Rule 12g-3 of the Exchange Act.  The CUSIP number for the common
stock of the Surviving Corporation is 00433U100.

At the effective time of the Reincorporation Merger, each
outstanding share of Technest Common Stock automatically was
converted into one share of AccelPath Common Stock.  Stockholders
are not required to exchange their existing stock certificates,
which now represent an equal number of shares of AccelPath Common
Stock.

The common stock of the Surviving Corporation will trade on the
OTCBB under the trading symbol ACLP (instead of TCNH.OB).

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

                        http://is.gd/gahPpa

                      About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Wolf & Company, P.C., in Boston, Massachusetts, expressed
substantial doubt about Technest Holdings' ability to continue as
a going concern.  The independent auditors noted that the Company
has suffered recurring losses from operations, has negative cash
flows from operations, a stockholders' deficit and a working
capital deficit.

The Company reported a net loss of $2.9 million on $449,937 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,235 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company's balance sheet as of Sept. 30, 2011, showed $5.51
million in total assets, $6.21 million in total liabilities and a
$700,374 total stockholders' deficit.




TEKNI-PLEX INC: Moody's Upgrades CFR to 'Caa1', Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family and
Probability of Default Ratings of Tekni-Plex Inc. to Caa1 from
Caa2. Moody's also assigned a Caa1 (LGD 4, 55%) rating to the
company's proposed senior secured note offering of $480 million
due 2019. The proceeds, along with a $50 million equity investment
from the sponsor, will be used to refinance the company's existing
8.75% senior secured notes due 2013 and its outstanding Term Loan.
The equity investment has a liquidation preference which accretes
at 20% per year compounded annually, which Moody's considers a
PIK. The equity investment PIKs at a rate that is a significant
percentage of the purchase price compounded annually and has a
liquidation preference which includes an amount per share that is
significantly above the purcahse price and includes the accreted
PIK amount. Moody's will withdraw the ratings on the Term Loan
following the closing of the transaction.

Moody's took the following rating actions:

Ratings assigned:

$480 million senior secured notes due 2019, Caa1(LGD 4, 55%)

Ratings upgraded:

Corporate Family Rating, to Caa1from Caa2

Probability of Default Rating, to Caa1from Caa2

The outlook for the ratings is revised to stable from negative.

Ratings Rationale

The upgrade of the Corporate Family Rating to Caa1 from Caa2
reflects the improvement in liquidity and reduction in default
risk from the refinancing of the term loan and the projected full
availability under the company's $60 million ABL revolver pro-
forma for the deal. Tekni-Plex has limited cushion under the
financial covenants for the current term loan and the refinancing
of the instrument to a secured note with only incurrence based
covenants will reduce the risk of default as well as improve
liquidity. However, both pro-forma cash and total interest
coverage will remain weak (the majority of the sponsor's $50
million equity investment and its accretion are included in
interest expense and debt according to Moody's standard
adjustments). Additionally, the sponsor's net investment in the
company will decline as a result of the transaction as the 2nd
lien notes are refinanced.

The Caa1 Corporate Family Rating reflects Tekni-Plex's low
percentage of business under long-term contract with cost pass-
through provisions, high percentage of commodity products, and
limited pricing power in its competitive, fragmented market. The
rating also reflects the company's concentration of sales, poor
historical operating performance and small revenue base. The
contracted business has lengthy lags and not all costs are passed
through.

The rating is supported by the high concentration of sales in the
food and healthcare markets and some long-term customer
relationships. The rating is also supported by some exposure to
custom pharmaceutical and medical product end markets and the
anticipated benefits from recently completed cost-cutting and
rationalization initiatives and acquisitions. The company will
also have adequate liquidity pro-forma for the transaction.

The ratings are subject to the closing of the deal as proposed and
the receipt and review of the final documentation.

The stable ratings outlook contemplates reflects an expectation
that the company will maintain credit metrics within the rating
category and adequate liquidity.

The ratings could be downgraded if operating performance,
liquidity and/or the competitive and operating environment
deteriorate. Specifically, the ratings could be downgraded if free
cash flow to debt turns negative and/or EBITA/Interest declines
below 1.0 time.

The ratings could be upgraded if Tekni-Plex sustainably improves
credit metrics and maintains adequate liquidity within the context
of a stable operating and competitive environment. Specifically,
the ratings could be upgraded if free cash flow to debt remians
above 3.0%, debt to EBITDA declines below 6.0 times and
EBITA/Interest increases to above 1.3 times.

The principal methodology used in rating Tekni-Plex Inc was the
Global Packaging Manufacturers: Metal, Glass, and Plastic
Containers Industry Methodology published in June 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


TENET HEALTHCARE: Reports $67 Million Net Income in Q1
------------------------------------------------------
Tenet Healthcare Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $67 million on $2.35 billion of net operating
revenues for the three months ended March 31, 2012, compared with
net income of $82 million on $2.29 billion of net operating
revenues for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $8.54
billion in total assets, $6.99 billion in total liabilities, $16
million in redeemable noncontrolling interests in equity of
consolidated subsidiaries, and $1.53 billion in total equity.

"Our volume growth metrics again rank among the very strongest in
the investor-owned sector," said Trevor Fetter, president and
chief executive officer.  "It is especially encouraging that much
of our volume growth is concentrated in the service lines we
targeted for growth, including orthopedic and spinal surgeries,
major trauma, and gastrointestinal disorders.  The quarter's
performance makes it abundantly clear that when individuals need
immediate medical care they are increasingly turning to their
local Tenet hospital.  This is evidenced by the 5.2 percent
increase in emergency department visits we achieved in the
quarter.  Our solid first quarter performance allowed us to raise
our 2012 Outlook for Adjusted EBITDA by an additional $25 million.
This was our second Outlook increase this year."

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

                        http://is.gd/rS0ZNF

                       About Tenet Healthcare

Dallas, Texas-based Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- is a health care services company
whose subsidiaries and affiliates own and operate acute care
hospitals, ambulatory surgery centers and diagnostic imaging
centers.

                            *     *     *

Fitch Ratings in May 2012 upgraded Tenet Healthcare's ratings,
including the company's Issuer Default Rating (IDR), to 'B' from
'B-'.  The Rating Outlook is Stable.  The 'B' IDR primarily
reflects the following factors:

  -- While Tenet's liquidity and financial flexibility have
     recently improved, the company's ability to generate positive
     free cash flow remains strained.

  -- Otherwise, Tenet's liquidity profile is solid.  Near-term
     debt maturities are limited and the company has adequate
     available liquidity in cash on hand and credit revolver
     availability.

  -- Organic operating trends in the for-profit hospital industry
     are weak, and Fitch expects weak patient utilization trends
     and the associated drag on top-line performance to persist
     throughout the rest of 2012.

  -- Tenet has made significant progress in improving its industry
     lagging profitability since 2008 and Fitch believes that
     Tenet has made some durable reductions to its cost structure.

                            +     +     +

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


TRANSALTA CORPORATION: Moody's Issues Summary Credit Opinion
------------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
TransAlta Corporation and includes certain regulatory disclosures
regarding its ratings.  The release does not constitute any change
in Moody's ratings or rating rationale for TransAlta Corporation

Moody's current ratings on TransAlta Corporation are:

Senior Unsecured foreign currency ratings of Baa2

Senior Unsec. Shelf foreign currency ratings of (P)Baa2

Pref. Shelf foreign currency ratings of (P)Ba1

Ratings Rationale

TransAlta's Baa2 senior unsecured rating was placed under review
for possible downgrade on April 19, 2012. The review follows
analysis of the December, 2011 financial statements and
consideration of the potential impact that the Sundance 1 & 2
arbitration decision could have on TransAlta's financial metrics.
The review will assess results for the first six months and will
focus on the company's cash flow, capital expenditure and dividend
expectations for 2012 and 2013. In addition, the review will
incorporate the pending Sundance 1 & 2 arbitration decision which
is expected around mid-year. Approximately 44% of TransAlta's
generation is effectively rate-regulated until approximately 2020
and in aggregate, TransAlta's portfolio is highly contracted for
relatively long tenors. The rating reflects the inherent risks in
TransAlta's wholesale power generation and proprietary trading
business model which the company manages through its conservative
hedging strategy. TransAlta's financial metrics are relatively
weak and are not recovering as rapidly as Moody's had expected
following the acquisition of KHD in 2009 due to lower trading
profits and the current weak markets for power. The review
reflects Moody's concern that TransAlta may not achieve financial
metrics consistent with its Baa2 rating. TransAlta currently maps
to a Baa3 under Moody's Unregulated Utilities and Power Companies
rating grid.

What Could Change the Rating - Up

TransAlta's rating could be stabilized at the Baa2 level if it is
able to demonstrate a sustainable improvement in its financial
metrics including CFO pre-WC interest cover of approximately 4.5x
and CFO pre-WC/Debt above 21%. Moody's notes that these levels are
within the ranges targeted by management.

Given management's targeted range of financial metrics and Moody's
current understanding of TransAlta's business model, Moody's does
not believe that TransAlta will achieve the level of financial
metrics that would be required to support a rating upgrade to
Baa1. An increase in TransAlta's rating would require financial
metrics in the Baa2 range or better such as CFO pre-WC interest
coverage in excess of 6x and CFO pre-WC/Debt above 30%.

What Could Change the Rating - Down

TransAlta's rating could be negatively impacted by some
combination of the following:

Any material reduction in the level and duration of
contractedness, for instance as a result of a material acquisition
of merchant assets

A significant expansion of, or increase in, the risk profile of
proprietary trading activities.

Failure to achieve a sustainable improvement in financial metrics
such as CFO pre-WC interest cover of approximately 4.5x or CFO
pre-WC/Debt above 21%.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.


TOWN CENTER: Doral District to Open June 15 Auction
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
entered an order (i) authorizing the sale of Town Center at Doral,
LLC, et al.'s assets outside of the ordinary course of business;
and (ii) approving sale and bid procedures and certain bid
protections.

On April 12, 2012, Plan Proponents -- Landmark at Doral Community
Development District, U.S. Bank, National Association, solely as
indenture trustee with regard to the bonds and under their
indenture, and Florida Prime Holdings, LLC -- filed a sale motion.

The Court ordered that, among other things:

   1. The District will act as the stalking horse bidder, and the
      District's stalking horse bid and the asset purchase
      agreement in the amount of $68.5 million to which the
      payment of certain cure costs, if any, will be added is
      approved.  At the auction, if an auction is necessary, the
      District will be entitled to credit bid up to $79 million of
      the District's secured claim.  If the District is the
      successful bidder, the full amount of any credit bid by the
      District will be applied dollar for dollar, toward
      satisfaction of the secured District claim against the
      Debtors, but the sale will not be free and clear of all
      liens, claims and encumbrances.

   2. The sale assets will consist of substantially all of the
      Debtors' assets.

   3. The Debtors are authorized to sell the property through an
      auction, if necessary.

   4. The Debtors' estates will close the sale with the successful
      bidder within five days after entry of both the final sale
      order and the confirmation order.

   5. The auction of the property will be conducted on June 15,
      2012, at 10:00 a.m., at the offices of Arnstein & Lehr LLP
      located at 200 S. Biscayne Blvd., Suite 3600, Miami,
      Florida.  Qualified bids are due 5:00 p.m. five business
      days prior to the auction.

   6. The sale hearing is scheduled for June 18, at 2:00 p.m.

A full-text copy of the order containing the bid procedures is
available for free at
http://bankrupt.com/misc/TOWNCENTER_sale_order.pdf

About Town Center

                         About Town Center

Town Center at Doral, LLC, Landmark at Doral East, LLC, Landmark
at Doral South, LLC, Landmark Club at Doral, LLC, and Landmark at
Doral Developers, LLC, companies associated with the aborted
Landmark at Doral development, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19,
2011, almost three years after AmTrust Bank sought to foreclose on
the project.  Town Center at Doral, LLC, posted assets of
$29,297,300 and liabilities of $166,133,171.  Isaac Kodsi signed
the petitions as vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin
Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to
the Debtors.

Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN
Miami, represents the official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TRIBUNE CO: Citadel Seeks Reconsideration From Recovery Ruling
--------------------------------------------------------------
Citadel Equity Fund Ltd. and Camden Asset Management ask the U.S.
Bankruptcy Court for the District of Delaware for reconsideration
or clarification of the April 9, 2012 memorandum and order
regarding the Allocation Disputes with respect to these issues:

(A) Did the Bankruptcy Court, in its decision, intend in any way
   to affect the rights and remedies of Tendering Noteholders in
   the state law fraudulent conveyance litigation captioned In
   re: Tribune Company Fraudulent Conveyance Litigation, 11-MD-
   02296 (WHP) (S.D.N.Y.); and

(B) Did the Bankruptcy Court, in its Decision, intend in any way,
   to fix or establish the classification of the claims of
   Tendering Noteholders in any Chapter 11 Plan for the Debtors.

Citadel and Camden, as tendering noteholders, in the aggregate
hold approximately $222 million initial principal amount of
PHONES.  Based on the Court's Allocation Disputes Decision, the
claims held by the Tendering Noteholders aggregate approximately
$26 million.

Paul N. Silverstein, Esq., at Andrews Kurth LLP, in New York,
argues that the April 9 Decision is silent with respect to those
issues and could be construed to constitute rulings that (i)
affect, or have a substantive impact on, the existing "state
claim" fraudulent conveyance or transfer litigation pending in
the MDL Court, or (ii) establish the classification of the
Tendering Noteholders' claims under any Chapter 11 Plan for the
Debtors in these Chapter 11 cases, including the Plan proposal
set for consideration later this year.

Moreover, the Allocation Disputes Decision is unclear as to
whether (i) the Tendering Noteholders hold "PHONES claims,"
albeit in a significantly reduced amount (approximately 12% of
the Original PHONES), or (ii) the Tendering Noteholders hold
general unsecured claims equal to the cash amount that Tribune is
obligated to pay such holders as a result of their tender of
their PHONES, Mr. Silverstein points out.  Indeed, the amount of
the Tendering Noteholders claims in these Chapter 11 cases or,
under a Chapter 11 plan for the Debtors, is a separate issue from
the amount of the Tendering Noteholders' claims with respect to
state law fraudulent conveyance in the MDL, he asserts.

"Notwithstanding the Bankruptcy Court's ruling in the Decision
that the PHONES holders who tendered their PHONES no longer
'hold' PHONES but, rather, hold a right to receive approximately
$18.26 per PHONE previously held by them, such holders (including
the Tendering Noteholders) continue to have the right to be
plaintiffs for the full amount of the PHONES held by each of them
on the date the causes of action asserted in the MDL accrued,"
Mr. Silverstein maintains.  Likewise, nothing in the Decision
changes this fact, nor should the Decision in any way be used in
the MDL for the proposition that the PHONES plaintiffs' claims in
the MDL litigation only aggregate approximately $759 million
rather than approximately $1.24 billion, he insists.

                           *     *     *

The Bankruptcy Court held a telephonic status conference on
April 27, 2012, with respect to Citadel's Motion.  At the status
conference, the Bankruptcy Court set forth various deadlines with
respect to the scheduling the Citadel Motion for hearing.

At the Bankruptcy Court's request, the parties have conferred and
agreed to a proposed order containing these deadlines:

  * responses, if any, to Citadel's Motion are due on or before
    May 21, 2012;

  * replies, if any, are due on or before June 1, 2012;

  * hearing on Citadel's Motion will be held on June 7, 2012.

The Bankruptcy Court signed the order on May 4, 2012.

                     Plan Allocation Disputes

As reported in the April 16, 2012 edition of the Troubled Company
Reporter, 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 WSJ 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 WSJ 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)


TRIBUNE CO: Committee Drops Some Claims in FitzSimons Lawsuit
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Tribune Co.'s
cases asks the Bankruptcy Court to dismiss intentional fraudulent
transfer claims identified In re Official Committee of Unsecured
Creditors of Tribune Co. v. FitzSimons, et al., Adv. Proc. No.
10-54010, against former Tribune shareholders who received less
than $50,000 in proceeds from the 2007 leveraged buy-out of
Tribune.

Upon review, the Creditors' Committee determined that the group
of LBO Shareholder Defendants under the FitzSimons Action who
received $50,000 or more in LBO Proceeds, along with the other
defendants, accounts for almost 98% of the total dollar amount of
LBO Proceeds (more than $7 billion).

In contrast, the more than 20,000 LBO Shareholder Defendants
specifically named as individual defendants in the Complaint who
received less than $50,000 in LBO Proceeds account for just over
2% of the identified LBO Proceeds, says the Creditors' Committee.
The Creditors' Committee estimates that the approximately 20,000
Sub-Threshold Defendants received on average, approximately
$8,000 in LBO Proceeds.

James S. Green, Jr., Esq., at Landis Rath & Cobb LLP, in
Wilmington, Delaware, asserts that dismissal of those claims will
conserve the resources of the Court and the Debtors' estates.
The potential benefits of the Creditors' Committee's prosecuting
claims against Sub-Threshold Defendants as individual defendants
are outweighed by the costs of doing so, he insists.

The Creditors' Committee proposes that the Sub-Threshold
Defendants, like the other Shareholder Defendants, will continue
to be members of the putative Shareholder Class.  They will not,
however, be individually named defendants with respect to the
intentional fraudulent transfer claims and will not be
individually served (unless they are defendants on other claims.)

Mr. Green assures the Court that the collective amount of
identified LBO Proceeds that went to Shareholder Defendants who
received more than $50,000 if recovered, will far exceed the
amount necessary for full recovery to Tribune's non-bank
creditors on the Creditors' Committee's intentional fraudulent
transfer claims.  Indeed, a $50,000 threshold for LBO Proceeds
strikes an appropriate balance to ensure that the costs do not
exceed case recoveries, he adds.

The Court will consider the Creditors' Committee's Motion on
May 29, 2012.  Objections are due no later than May 22.

                       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 MICROSYSTEMS: Has Until Aug. 1 to Decide on Leases
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Aug. 1, 2012, Trident Microsystems, Inc. et al.'s time to
assume or reject unexpired leases of nonresidential real property.

As reported in the Troubled Company Reporter on April 18, 2012,
the Debtors related that it would not be prudent to make any
determinations concerning the assumption or rejection of the real
property leases until such time as the sale of all their assets
have been consummated and they are certain as to the ultimate
disposition of their assets, including real property leases.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Trident Microsystems, Inc., closed on the sale of certain of its
assets pursuant to the previously disclosed Asset Purchase
Agreement dated as of Jan. 4, 2012, as amended, by and among
Trident, certain of Trident's wholly-owned subsidiaries and
Entropic Communications, Inc.  The aggregate consideration
received by Trident for the purchase of Trident's Set Top Box
(STB) system-on-a-chip assets was comprised of $65 million in cash
plus the assumption of certain liabilities.


TRIDENT MICROSYSTEMS: Panel Taps Fenwick & West as Tax Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Trident Microsystems, Inc. et al., asks the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Fenwick & West LLP as its special tax and claims counsel.

Fenwick will, among other things:

   a. evaluate the tax assets and liabilities of the Debtors;

   b. assist in the review of tax assessments (final and
      proposed) made against the Debtors; and

   c. assist in the determination of the proper levels of debt and
      equity for Debtor TMFE and help to evaluate the debt
      capacity of Debtor TMFE in light of its operating cash
      flows, particularly as the determinations are addressed in
      the Internal Revenue Code and the regulations promulgated
      thereunder.

The Committee relates that Fenwick's services will not be
duplicative of the services provided by PSZJ.

The attorneys expected to be principally responsible for the case,
and their respective hourly rates are:

         Michael F. Solomon           $950
         Will Skinner                 $650
         Mark Porter                  $520
         Ora Grinberg                 $425

To the best of the Committee's knowledge, Fenwick does not
represent any other entity having an adverse interest in
connection with the Chapter 11 cases.

A hearing on May 15 at 10:00 a.m. (Eastern Time) has been set.

                   About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California.  The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Trident Microsystems, Inc., closed on the sale of certain of its
assets pursuant to the previously disclosed Asset Purchase
Agreement dated as of Jan. 4, 2012, as amended, by and among
Trident, certain of Trident's wholly-owned subsidiaries and
Entropic Communications, Inc.  The aggregate consideration
received by Trident for the purchase of Trident's Set Top Box
(STB) system-on-a-chip assets was comprised of $65 million in cash
plus the assumption of certain liabilities.


TRIDENT MICROSYSTEMS: Sigma Closes Acquisition of DTV Business
--------------------------------------------------------------
Sigma Designs, Inc., has completed its asset purchase of Trident
Microsystems' Digital Television (DTV) Business.  The acquisition
includes Trident's complete digital TV product portfolio,
including its digital TV SoC (system-on-chip), frame-rate-
conversion (FRC), and extensive SmartTV software suite, as well as
some legacy analog TV products.  The acquisition includes these
products, intellectual property licenses, software and leased
facilities.

"This transaction adds tremendous potential to Sigma's business,
enabling us to leverage our core investments of media streaming,
connectivity and software platforms towards penetration of all
types of intelligent media devices, including SmartTVs," said
Thinh Tran, chairman and CEO of Sigma Designs.  "The acquisition
expands our total addressable market, provides us with
complementary intellectual property and establishes an immediate
position in the SmartTV market.  We believe this SmartTV business,
together with our existing set-top box and connected media player
businesses, positions Sigma as a full-breadth SoC platform
provider for world-class consumer electronics manufacturers."

Moving forward, Sigma has established a Digital TV business unit
based around the Trident acquisition and has appointed Mustafa
Ozgen as its Vice President and General Manager in charge.  Mr.
Ozgen will be responsible for directing the definition and
development of all SmartTV SoC solutions, including management of
the worldwide resources assigned to this business unit as well as
driving synergies with the existing media processor group.

Mr. Ozgen has spent the last 15 years in the digital television
semiconductor industry in engineering management and executive
positions.  Most recently, Mr. Ozgen served as the Vice President
of Home Entertainment Products at CSR Technology, a UK-based
provider of consumer electronics solutions that acquired Zoran.
For the previous eight years, Mr. Ozgen worked at Zoran, where he
was most recently their Vice President and General Manager of the
TV Business Unit, a part of their $450 million business where he
managed 360 employees in the US, France, China, Taiwan, Serbia,
Russia and India. Prior to this, Mr. Ozgen worked in engineering
and management positions at Oak Technology, TeraLogic and Wind
River Systems.

"I am excited to work with the team at Sigma Designs to develop a
DTV division, mapping to the long-term strategy of the
organization to become the industry's leading provider of advanced
SoC solutions for converged media platforms," said Mustafa Ozgen,
Vice President and General Manager DTV Business Unit, Sigma
Designs.  "With Sigma's long history in media processors, set-top
boxes, connectivity and home control, DTV is a logical step for
the organization."

In connection with the Trident transaction, approximately 320
global employees will become part of Sigma Designs.  The
transaction, originally announced on March 19, 2012, closed
effective as of May 4, 2012.  As a result of the acquisition,
Sigma's results for its second quarter of fiscal year 2013, which
will end on July 28, 2012, will include approximately 12 weeks of
Trident STB business activity.  Total cash paid for the DTV assets
was $42.2 million which consisted of $19.5 million for inventory
at various stages of completion, $13.4 million for accounts
receivable, $5.5 million for equipment and various assets, $2.1
million for prepaid expenses and $1.7 million for development
projects in process.  Sigma management will provide more detailed
information about the combined company's outlook during its next
regularly scheduled earnings announcement for its first fiscal
quarter.  At that time, the Company will review its quarterly
results and provide financial guidance for the second quarter of
fiscal 2013, including the impact of the Trident Digital TV
acquisition.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.


TRIUS THERAPEUTICS: Incurs $7.6 Million Net Loss in First Quarter
-----------------------------------------------------------------
Trius Therapeutics, Inc., reported a net loss of $7.60 million on
$9.83 million of total revenues for the three months ended
March 31, 2012, compared with a net loss of $10.06 million on
$2.71 million of total revenues for the same period during the
prior year.

The Company's balance sheet at March 31, 2012, showed $106.55
million in total assets, $15.04 million in total liabilities and
$91.50 million in total stockholders' equity.

On May 3, 2012, Trius was notified in writing by the Defense
Threat Reduction Agency, or DTRA, that it has elected not to
exercise its option to continue funding under the four and one-
half-year federal contract with the Company for the development of
novel antibiotics directed against gram-negative bacterial
pathogens, and therefore, the contract will not be extended beyond
July 20, 2012.  As a result, Trius has chosen to discontinue its
marine natural products discovery program, which was solely funded
by the DTRA contract.

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

                        http://is.gd/Jnr6UJ

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said it has incurred losses since its inception and it anticipates
that it will continue to incur losses for the foreseeable future.
As of December 31, 2011, the Company had an accumulated deficit of
$95.4 million.  The Company has funded, and plan to continue to
fund, its operations from the sale of securities, through research
funding and from collaboration and license payments, including
payments under the Bayer collaboration.  However, the Company has
generated no revenues from product sales to date.

The Company reported a net loss of $18.25 million in 2011, a net
loss of $23.86 million in 2010, and a net loss of $22.68
million in 2009.


TRIUS THERAPEUTICS: Brian Atwood Discloses 8.5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Brian G. Atwood and his affiliates disclosed
that, as of they beneficially own 3,269,141 shares of common stock
of representing 8.48% of the shares outstanding.

Mr. Atwood previously reported beneficial ownership of 3,257,141
common shares or a 11.41% equity stake as of Dec. 31, 2011.

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

                         http://is.gd/2VvhUF

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said it has incurred losses since its inception and it anticipates
that it will continue to incur losses for the foreseeable future.
As of December 31, 2011, the Company had an accumulated deficit of
$95.4 million.  The Company has funded, and plan to continue to
fund, its operations from the sale of securities, through research
funding and from collaboration and license payments, including
payments under the Bayer collaboration.  However, the Company has
generated no revenues from product sales to date.

The Company reported a net loss of $18.25 million in 2011, a net
loss of $23.86 million in 2010, and a net loss of $22.68
million in 2009.

The Company's balance sheet at Dec. 31, 2011, showed
$68.12 million in total assets, $18.23 million in total
liabilities, all current, and $49.89 million in total
stockholders' equity.


TSO INC: Sands Anderson Replaces DurretteCrump as Counsel
---------------------------------------------------------
TSO, Inc., obtained authorization from the Bankruptcy Court to
employ Sands Anderson PC as counsel effective Dec. 1, 2011.

The Debtor was previously authorized by the Bankruptcy Corut to
employ DurretteCrump PLC as counsel.  The DurretteCrump attorneys
responsible for the representation of the Debtor were Roy M.
Terry, Jr., John C. Smith and Elizabeth L. Gunn.

Effective Dec. 1, 2011, Roy M. Terry, Jr., John C. Smith and
Elizabeth L. Gunn joined Sands Anderson.

The Debtor still requires the assistance of competent and
experienced bankruptcy counsel to enable it to perform its
statutory duties.  The services to be performed by Sands Anderson
may include, without limitation:

     A. Preparing any instruments, agreements, pleadings, or other
        documents necessary to initiate and effectuate any
        reorganization or bankruptcy proceeding;

     B. Advising the Debtor of its rights, powers and dues as a
        debtor and debtor-in-possession continuing to operate and
        manage its business as property under Chapter 11 of the
        Bankruptcy Code;

     C. Attendance and representation of the Debtor at all
        creditors' meetings, hearings, trials, conferences, and
        other proceedings, whether in or out of Court;

     D. Preparation on behalf of the Debtor all necessary and
        appropriate applications, motions, draft orders, other
        pleadings, notices, schedules and other documents and
        review all financial and other reports to be filed in the
        Chapter 11 case; and

     E. Assist, advise, represent the Debtor, and perform all
        other necessary or appropriate legal services in
        connection with Debtor's Chapter 11 case for or on behalf
        of the Debtor.

The Debtor will employ Sands Anderson under the balance of the
$40,000 retainer paid pre-petition to DurretteCrump PLC after
payment of DurretteCrump's final fees and costs.  Sands Anderson
will provide services at the firm's customary hourly rates for
comparable services.  The firm's standard hourly rates are:

         Roy M. Terry, Jr.       $365
         John C. Smith           $270
         Elizabeth L. Gunn       $255

In addition, the present standard hourly rate for legal assistant
is $135.

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

                          About TSO Inc.

Doswell, Va.-based TSO, Inc., dba Doswell Truck Stop, Roady's of
Doswell, Econolodge at the Park, filed for Chapter 11 relief on
December 13, 2010 (Bankr. E.D. Va. Case No. 10-38524).   In its
petition, the Debtor estimated assets of $10 million to $50
million, and debts of $1 million to $10 million.


TSO INC: Wants Case Converted to Chapter 7 Liquidation
------------------------------------------------------
TSO, Inc., asks the Bankruptcy Court to convert its Chapter 11
case to one under Chapter 7.

Elizabeth L. Gunn, Esq., at Sands Anderson PC, tells the Court
that the Debtor sold substantially all of its assets to two
purchasers by auction.  The sales to each of the purchasers closed
on Jan. 20, 2012.  After the sale of the assets, the only
outstanding issue in the Debtor's case was the resolution of two
insurance claims filed with respect to damage to the Debtor's
property in December 2010 and January 2011.  After substantial
negotiations, the Debtor has entered into Settlement Agreement and
Release with Great American Insurance Company of New York and
PeoplesBank, a Condorus Valley Company, regarding the insurance
claims.

The Debtor believes that after approval of the Settlement Motion,
conversion of its case to Chapter 7 is in the best interest of its
estate, creditors, and parties-in-interest.  The Debtor believes
that cause exists to convert the case to one under Chapter 7
because substantially all assets of the Debtor's estate have been
sold and there is no chance of an effective reorganization.

                          About TSO Inc.

Doswell, Va.-based TSO, Inc., dba Doswell Truck Stop, Roady's of
Doswell, Econolodge at the Park, filed for Chapter 11 relief on
December 13, 2010 (Bankr. E.D. Va. Case No. 10-38524).  In its
petition, the Debtor estimated assets of $10 million to $50
million, and debts of $1 million to $10 million.

When it filed for bankruptcy, the Debtor engaged lawyers at
DurretteBradshaw PLC, in Richmond, Va., as counsel.  The lawyers
working on the case moved to Sands Anderson PC in December 2011.
As a result, the Debtor replaced DurretteBradshaw with Sands
Anderson.


TSO INC: Has Accord With PeoplesBank Over Use of $65K Cash
----------------------------------------------------------
TSO, Inc., asks the Bankruptcy Court to approve a stipulation with
PeoplesBank for the use of cash collateral.

The Debtor owes the Lender under an $8,000,000 loan.  The Loan was
secured by, among other things, certain real property owned by the
Debtor and known as 1022 Kings Dominion Boulevard, Dowswell, V.,
and all of the Debtor's accounts, accounts receivable, rents,
contract rights, deposit accounts, equipment, inventory and
general intangibles.  The Debtor has since sold the Property.

As of April 17,2012, the Debtor had $65,134.74 in cash in the
Debtor's DIP operating account at SunTrust Bank, which constitutes
the Lender's cash collateral that secures the Loan.

Under the stipulation, the Lender consents to the Debtor using the
Cash Collateral remaining in the Operating Account to pay $7,500
to the Debtor's attorneys for fees and expenses incurred in
connection with the Debtor's bankruptcy case.  The Lender and the
Debtor agree that the Debtor will immediately pay to the Bank all
Cash Collateral in the Operating Account ($65,134.74) less $7,500
to pay the Remaining Expenses.  The Remaining Expenses will not be
paid by the Debtor until the Debtor delivers the Payment to the
Lender.

PeoplesBank is represented by:

         Michael D. Nord, Esq.
         GEBHARDT & SMITH LLP
         One South Street, Suite 2200
         Baltimore, MD 21202
         Tel: (410) 385-5053
         E-mail: mnord@gebsmith.com

                          About TSO Inc.

Doswell, Va.-based TSO, Inc., dba Doswell Truck Stop, Roady's of
Doswell, Econolodge at the Park, filed for Chapter 11 relief on
December 13, 2010 (Bankr. E.D. Va. Case No. 10-38524).  In its
petition, the Debtor estimated assets of $10 million to $50
million, and debts of $1 million to $10 million.

When it filed for bankruptcy, the Debtor engaged lawyers at
DurretteBradshaw PLC, in Richmond, Va., as counsel.  The lawyers
working on the case moved to Sands Anderson PC in December 2011.
As a result, the Debtor replaced DurretteBradshaw with Sands
Anderson.


TTC PLAZA: Chapter 11 Case Converted to Chapter 7 Liquidation
-------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas ordered the conversion of the Chapter 11 case of
TTC Plaza L.P. to one under Chapter 7.

TTC Plaza L.P. filed for Chapter 11 bankruptcy (Bankr. S.D. Tex.
Case No. 11-38381) on Oct. 3, 2011, before Judge Marvin Isgur.
Jack Nicholas Fuerst, Esq., in Houston, Texas, represents the
Debtor.  The Debtor scheduled assets of $12,016,768 and
liabilities of $5,312,263. The petition was signed by William Wu,
managing partner.


UNIFI INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Greensboro, N.C.-based Unifi Inc. to stable from positive. "We
also affirmed our 'B' corporate credit rating on the company and
'B+' issue-level rating on the company's senior secured notes due
2014," S&P said.

"Profitability materially declined and credit measures weakened
over the past year," said Standard & Poor's credit analyst
Jacqueline Hui. "We no longer believe the company will hit our
benchmarks for an upgrade."

"For the 12 months ended March 25, 2012, Unifi's EBITDA margin was
5.6%, compared with 9.3% in the prior-year period, and adjusted
leverage increased to 4.2x from 2.9x, due mainly to significant
margin pressure from a spike in polyester raw material costs,
lower volumes from inventory destocking, and increased competition
in Brazil," S&P said.

"The ratings on Greensboro, N.C.-based Unifi Inc. reflect our view
that the company's business risk profile will remain 'vulnerable,'
based on its narrow business focus (manufacturing synthetic yarn),
the highly competitive conditions in its markets, and raw material
price volatility; and its financial risk profile, which we believe
will continue to be 'aggressive,'" S&P said.

"We expect margins to continue to be pressured from higher
commodity costs but for credit metrics to remain consistent with
an aggressive financial risk profile over the next year," said Ms.
Hui.


UNITED CONTINENTAL: 10-Q Info Designated as Confidential
--------------------------------------------------------
United Continental Holdings, Inc. filed with the U.S. Securities
and Exchange Commission an application under Rule 24b-2 of the
Securities Act, seeking an extension of a prior grant of
confidential treatment for information it excluded from the
exhibits to a Form 10-Q filed on April 21, 2011.

United Continental explained that the information to be excluded
qualifies as confidential commercial or financial information
under the Freedom of Information Act, 5 U.S.C. Section 552(b)(4).

Accordingly, Loan Lauren P. Nguyen, Esq., special counsel of the
Division of Corporation Finance, ruled on February 24, 2012, that
excluded information from Exhibit "10.1" of Form 10-Q will not be
released to the public through June 30, 2016.

                     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 Corp. 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: To Finalize Deal for 100+ Boeing Aircraft
-------------------------------------------------------------
Daniel Michaels of The Wall Street Journal, citing a person
familiar with the matter, reported that United Continental
Holdings, Inc. is close to finalizing a deal to purchase more than
100 of Boeing Co.'s 737 single-aisle jetliners.

If completed, the deal would mark a significant win for Boeing,
which placed far behind its European rival Airbus in landing
orders for small airlines last year, Mr. Michaels said.  A deal
with United would also be notable because the carrier currently
flies both Boeing 737s and Airbus A320s as a result of its merger
with Continental, the report noted.  Moreover, airline officials
have expected United to select Boeing planes given that the
current management came largely from Continental, which flew only
Boeing planes, the report added.

An order for 200 of the 737s would cost around $17 billion per
Boeing's price list although airlines typically get discounts for
large orders, International Business Times stated in a separate
report.

                     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 Corp. 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: Has Deal With Denver Airport on $100MM Debt
---------------------------------------------------------------
Ann Schrader of The Denver Post reported that United Air Lines,
Inc. and Denver International Airport reached a deal that will
enable airlines to save costs associated with their leases.

Under the proposed deal, the airport will pay about $100 million
in debt associated with unused and unneeded space for the
original baggage system on Concourse B and maintenance space on
Concourse A, the report disclosed.

United, the largest carrier at DIA with a 41% domestic market
share, could save up to $22 million a year if service benchmarks
are met under the agreement, the report noted.  United currently
pays up to $151 million a year, which includes payment on the
baggage space, the report said.  To receive the maximum benefit
under the agreement, United must grow capacity 4-1/2% and
maintain that level through 2016, the report stated.

                     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 Corp. 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 RETAIL: Taps Deborah Paganis as Wind-Down Administrator
--------------------------------------------------------------
The United Retail Group, Inc., et al., ask the U.S. Bankruptcy
Court Southern District of New York for permission to (a) employ
AP Services, LLC, to provide the Debtors with a wind-down
administrator; and (b) employ Deborah Rieger-Paganis as wind-down
administrator.

On April 4, 2012, the Court approved the sale and on April 13, the
conditions were satisfied to effectuate the sale of substantially
all of the Debtors' assets to Avenue Stores, LLC, formerly known
as Ornatus URG Acquisition, LLC and the sale closed.

The Debtors relate that as a result of the sale, all of the
Debtors' business operations have been turned over to the buyer,
however, the Debtors continue to have certain ongoing legal and
other management obligations with respect to the estates,
including to file sales and use tax returns and administer the
payment of such taxes in connection with continued going-out-of-
business sales, well as to administer payroll for certain
employees remaining with the Debtors for the duration of the wind
down.  Following the closing, the Debtors do not have any senior
management employees with the expertise to act on behalf of the
Debtors in winding down these estates.

In this relation, the Debtors determined that APS, a subsidiary of
AlixPartners, LLP -- which provided financial, restructuring, and
management advisory services pursuant to the agreement for
financial advisory and consulting services dated Jan. 27, 2012, --
was the best choice to provide interim management and wind-down
services to the Debtors.

APS will, among other things:

   a. develop a Disclosure Statement and Plan of Liquidation of
      the Debtors;

   b. assist in negotiations with stakeholders and their
      representatives relating to the resolution of items under
      the APA; and

   c. assist the Debtors in completing the business and financial
      aspects of their Chapter 11 cases, including review and
      approval of all final tax returns and other matters
      necessary to dissolve the corporate entities.

The Debtors intend that the services of APS will complement and
not duplicate the services rendered by any other professional
retained in the Chapter 11 cases.

The professionals anticipated to be assigned to the cases and
their hourly rates are:

   Ms. Rieger-Paganis, wind-down administrator         $715
   Holly Felder Etlin, supervising managing director   $920
   Nick Caputto, claims reconciliation                 $505

The hourly rates of other personnel are:

   Managing Directors                   $815 ? $970
   Directors                            $620 ? $760
   Vice Presidents                      $455 ? $555
   Associates                           $305 ? $405
   Analysts                             $270 ? $300
   Paraprofessionals                    $205 ? $225

AlixPartners received a $197,865 retainer, and will transfer the
AlixPartners retainer to APS pursuant to the management services
agreement.  Additionally, pursuant to the management services
agreement, invoiced amounts will be recouped against the
AlixPartners retainer.

To the best of the Debtors' knowledge, APS does not hold an
interest adverse to the Debtors.

                    About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.


US POSTAL: Plan to Cut Rural Post Office Hours to Save
------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the U.S. Postal
Service said Wednesday it would scrap a plan to shutter thousands
of struggling rural post offices and instead reduce hours, part of
an effort to save $500 million a year and stave off impending
bankruptcy.

Under the plan, about 13,000 rural post offices would offer
between two and six hours of window service each day, thereby
shifting employees from full-time hours to part-time hours, the
USPS said.  In addition, the USPS said it would seek to slash
labor costs by offering buyout packages.

About U.S. Postal Service

A self-supporting government enterprise, the U.S. Postal Service
is the only delivery service that reaches every address in the
nation, 151 million residences, businesses and Post Office Boxes.
The Postal Service receives no tax dollars for operating expenses,
and relies on the sale of postage, products and services to fund
its operations.  With 32,000 retail locations and the most
frequently visited website in the federal government, usps.com,
the Postal Service has annual revenue of more than $65 billion and
delivers nearly 40 % of the world's mail. If it were a private
sector company, the U.S. Postal Service would rank 35th in the
2011 Fortune 500.  In 2011, the U.S. Postal Service was ranked
number one in overall service performance, out of the top 20
wealthiest nations in the world, Oxford Strategic Consulting.
Black Enterprise and Hispanic Business magazines ranked the Postal
Service as a leader in workforce diversity.  The Postal Service
has been named the Most Trusted Government Agency for six years
and the sixth Most Trusted Business in the nation by the Ponemon
Institute.

The Postal Service receives no tax dollars for operating expenses
and relies on the sale of postage, products and services to fund
its operations.

The U.S. Postal Service ended the first three months of its 2012
fiscal year (Oct. 1 - Dec. 31, 2011) with a net loss of $3.3
billion.  Management expects large losses to continue until the
Postal Service has implemented its network re-design and down-
sizing and has restructured its healthcare program.  Additionally,
the return to financial stability requires legislation which gives
the Postal Service typical commercial freedoms, including delivery
flexibility, returns over $10 billion of amounts overpaid to the
Federal Government and resolves the need to prefund retiree
healthcare at rates not assessed any other entity in the United
States.

To return to profitability, CEO Patrick Donahoe has advanced a
plan to reduce annual costs by $20 billion by 2015.  The plan
includes continued aggressive actions to generate additional
revenue and reduce operating expenses.  To reach the goal, the
Postal Service also needs changes in the law.  "Passage of
legislation is urgently needed that provides the Postal Service
with the speed and flexibility needed to cut costs that are not
under our control, including employee health care costs," Donahoe
said in February 2012  "The changes will give the Postal Service a
bright future and provide the nation with affordable and reliable
delivery for generations to come."


VELO HOLDINGS: Committee Taps Carl Marks as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Velo Holdings Inc., et al., asks the U.S. Bankruptcy
Court for the Southern District of New York for permission to
retain Carl Marks Advisory Group LLC as its financial advisor.

CMAG will, among other things:

   -- analyze the financial position of the Debtors;

   -- analyze the Debtors' business plans, cash flow projections,
      restructuring programs, and other reports or analyses
      prepared by the Debtors or their professionals in order to
      advice the Committee on the viability of the continuing
      operations and reasonableness of projections and underlying
      assumptions; and

   -- analyze the financial ramifications of proposed transactions
      by the Debtors, including but no limited to cash management,
      assumption/rejection of contracts, asset sales, management
      compensation or retention and severance plans.

The hourly rates of CMAG's personnel are:

         Partners/Managing Directors     $700 - $795
         Directors/Vice Presidents       $500 - $595
         Associates                      $400 - $495
         Analysts                        $300 - $395

CMAG has not been paid any retainer against which to bill fees and
expenses.

To the best of the Committee's knowledge, CMAG has no interest
adverse to the Debtors' estates.

A hearing on May 29, 2012, at 2:00 p.m. (E.T.) has been set.

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VOLKSWAGEN-SPRINGFIELD: Case Summary & Creditors List
-----------------------------------------------------
Debtor: Volkswagen-Springfield, Inc.
        6601 Backlick Road
        Springfield, VA 22150

Bankruptcy Case No.: 12-12905

Chapter 11 Petition Date: May 7, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

About the Debtor: The Debtor operates one of the largest
                  Volkswagen franchised dealerships in the Mid-
                  Atlantic region.  From 1993-1997 it was
                  recognized as one of the top two Volkswagen
                  dealerships in the nation based upon sales and
                  customer care.  The dealership is operated from
                  two buildings located on Backlick Road in
                  Springfield, Virginia; a 50,000 square foot
                  facility for the sale of new vehicles, and a
                  20,000 square foot facility for the sale of used
                  vehicles.  The Debtor owns the improvements on
                  this site (subject to mortgage) and leases the
                  site from an affiliate of Volkswagen of America,
                  Inc.

Debtor's Counsel: Dylan G. Trache, Esq.
                  WILEY REIN LLP
                  7925 Jones Branch Drive, Suite 6200
                  McLean, VA 22102
                  Tel: (703) 905-2829
                  Fax: (703) 905-2820
                  E-mail: dtrache@wileyrein.com

                         - and ?

                  John T. Farnum, Esq.
                  WILEY REIN LLP
                  7925 Jones Branch Drive, Suite 6200
                  McLean, VA 22102
                  Tel: (703) 905-2800
                  Fax: (703) 905-2820
                  E-mail: jfarnum@wileyrein.com

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

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

The petition was signed by M. Tawad Farzad, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Him Moran and Associates, Inc.     --                      $44,541
P.O. Box 8567
Deerfield Beach, FL 33443

Volkswagen Group of America        --                      $37,384
3800 Hamlin Road, Suite 100
Auburn Hills, MI 48326

MOC                                --                      $21,752
2120 Carter Galler Boulevard
Powhatan, VA 23139-7630

Wanada Business Services           --                      $19,282

Reynolds and Reynolds              --                      $18,013

Stohlman Automotive Products       --                      $11,525

Reyna Capital                      --                      $11,000

Wheels Auto Transport              --                      $10,345

Cintas Corporation                 --                      $10,329

Chesapeake Petroleum               --                       $8,939

Autoqual USA                       --                       $6,900

Small Car Parts Ltd.               --                       $6,838

The Cobalt Group                   --                       $6,698

G&G Lazada Colors                  --                       $6,345

Alexandria VW                      --                       $6,204

Steinhorst                         --                       $5,352

Washington Post Company            --                       $5,175

White Tower Transports, LLC        --                       $5,100

PDP Group, Inc.                    --                       $4,980

Collision Specialist               --                       $4,283


VITAMINSPICE INC: Jehu Hand Sues Company of Libel
-------------------------------------------------
VitaminSpice and its Chief Executive Officer Ed Bukstel have been
sued for defamation in Orange County, California Superior Court,
case number 30-2012-00567141.

The complaint, filed by prominent securities attorney Jehu Hand,
alleges that the defendants VitaminSpice and Ed Bukstel libeled
Jehu Hand in the press release issued by them on April 25, 2012.
That widely disseminated press release stated that motions filed
in the Federal Bankruptcy Court for the Eastern District of
Pennsylvania included documents that allegedly demonstrated that
Jehu Hand and others perpetrated forgeries.

The complaint further alleges that these and other statements in
VitaminSpice's press release were untrue and defamatory and,
furthermore, that the statements regarding purported forgeries are
expressly contrary to the findings of the Bankruptcy Court. A copy
of the Court's order can be viewed at
http://www.jehu.com/memodismisscase.pdf/

Specifically, in his testimony before the Court, Ed Bukstel
alleged that two loans of $50,000 and $35,000, reported as
outstanding in VitaminSpice's quarterly reports for the March and
June 2010 quarters, were not valid since his signatures on the
loan documents were allegedly forged.  The Court found that the
two loans in question were valid and not subject to a bona fide
dispute, and that Bukstel's claim that his signatures on the loan
documents were forged was unsupported by the evidence.

                        About VitaminSpice

VitaminSpice makes vitamin- and antioxidant-infused spices as food
and dietary supplements.

Five creditors filed an involuntary Chapter 11 petition (Bankr.
E.D. Pa. Case No. 16200) against Wayne, Pennsylvania-based
VitaminSpice aka Qualsec on Aug. 5, 2011.  The creditors, owed
roughly $414,000 in the aggregate, are: John Robison in
Philadelphia, Pennsylvania; IBT South Florida, LLC, in Fort
Lauderdale, Florida; Learned J. Hand in Chapel Hill, North
Carolina; and Jehu Hand in Dana Point, California; and Esthetics
World in Cheyenne, Wyoming.  Judge Magdeline D. Coleman presides
over the case.  Peter Edward Sheridan, Esq. --
sheridan.pete@gmail.com -- in Philadelphia, Pennsylvania,
represents the petitioning creditors.

In April 2012,  the bankruptcy judge dismissed the involuntary
case at the behest of the Debtor.   Judge Magdeline D. Coleman in
Philadelphia said the creditors failed to prove the company was
generally not paying its debts as they mature.
The company filed a motion to dismiss the petition, saying it was
filed in bad faith to stop lawsuits where the VitaminSpice was
targeting Mr. Hand or his companies.


VITESSE SEMICONDUCTOR: Incurs $6.2 Million Net Loss in Q1
---------------------------------------------------------
Vitesse Semiconductor Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $6.19 million on $29.73 million of net
revenues for the three months ended March 31, 2012, compared with
a net loss of $9.04 million on $36.89 million of net revenues for
the same period during the prior year.

The Company reported a net loss of $7.04 million on $59.72 million
of net revenues for the six months ended March 31, 2012, compared
with a net loss of $16.77 million on $74.63 million of net
revenues for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $58.33
million in total assets, $91.37 million in total liabilities and a
$33.04 million total stockholders' deficit.

"During the second fiscal quarter of 2012, we delivered revenue in
the mid-point of our guidance and lower than expected operating
expenses resulting in positive operating income and non-GAAP net
income," said Chris Gardner, CEO of Vitesse.  "We achieved these
solid results in a challenging market environment, further
validating our fiscal discipline and the leverage in our operating
model."

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

                        http://is.gd/phHiRj

                          About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation reported a net loss of
$14.81 million on $140.96 million of net revenues for the year
ended Sept. 30, 2011, compared with a net loss of $20.05 million
on $165.99 million of net revenues during the prior year.


WESTMORELAND COAL: Lowers Net Loss to $1.5 Million in Q1
--------------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.57 million on $145.88 million of revenue for the
three months ended March 31, 2012, compared with a net loss of
$18.73 million on $127.76 million of revenue for the same period
during the prior year.

The Company's balance sheet at March 31, 2012, showed $955 million
in total assets, $1.20 billion in total liabilities and a $249.08
million total deficit.

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

                        http://is.gd/V6Txp7

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million
in 2009.

                           *     *     *

In March 2011, Standard & Poor's Ratings Services said that it
assigned a 'CCC+' corporate credit rating to Colorado Springs,
Colorado-based Westmoreland Coal Co.  In January 2012, S&P revised
its outlook on Westmoreland to positive from stable and affirmed
its 'CCC+' credit rating.

"The outlook revision reflects our expectation that the
acquisition, improved reserve position, and stronger coal pricing
could bring WLB's credit metrics in line with a higher rating over
the next several quarters," said Standard & Poor's credit analyst
Gayle Bowerman.

The rating and outlook for WLB also incorporate the combination of
what S&P considers to be its 'vulnerable' business risk profile
and 'highly leveraged' financial risk profile.  The ratings also
reflect WLB's high-cost position in the Powder River Basin (PRB)
and Texas, relatively short reserve life, high customer
concentration, challenges posed by the inherent risks of coal
mining, and liquidity that's less than adequate to meet the
company's near-term obligations.


WOODCREST COUNTRY CLUB: Files for Chapter 11 in New Jersey
----------------------------------------------------------
Woodcrest Country Club, a member-owned golf club in Cherry Hill,
New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case
No. 12-22055) on May 9 in Camden, New Jersey.

The Debtor estimated up to $10 million in assets and liabilities
in excess of $10 million.

The golf course, which opened in the early 1930s, has $10.7
million in secured debt mostly owed on mortgages to Sun National
Bank of Vineland, New Jersey.  About $6.37 million of those claims
are unsecured.  There is another $1.5 million owing to trade
suppliers.


WP CAMP: S&P Assigns 'B' Corporate Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to WP CAMP Holding Co. The outlook is
stable.

"We also assigned a preliminary 'B' issue rating with a
preliminary recovery rating of '3' to the company's proposed $30
million senior secured revolving credit facility and $230 million
first-lien term loan. In addition, we assigned a preliminary
'CCC+' issue rating with a preliminary recovery rating of '6 'to
the company's proposed $115 million senior secured second-lien
term loan. The preliminary '3' recovery rating indicates
expectations for meaningful (50% to 70%) recovery of principal in
the event of default and the preliminary '6' recovery rating
indicates expectations for negligible (0% to 10%) recovery," S&P
said.

"The ratings on CAMP reflect the company's 'weak' business
profile, characterized by its narrow addressable market and its
'highly leveraged' financial profile," said Standard & Poor's
credit analyst Katarzyna Nolan. "The company's leading market
position, strong operating margins, and strong relationships with
original equipment manufacturers (OEMs) partly offset these
factors."

"The outlook is stable, reflecting our view that the company's
recurring and predictable revenue base should result in moderate
free cash flow generation, with the capacity to pay down debt
modestly over the near term. We could lower the rating if the
company's revenue and EBITDA decline due to a loss of a major OEM
contract or cyclical end-market dynamics and as a result, leverage
increases to the high-7x area on a sustained basis. An upgrade is
unlikely over the next year, since the company's large debt burden
is likely to prevent it from achieving a material improvement in
credit metrics over this period," S&P said.


WPCS INTERNATIONAL: Sovereign Bank Loan Reduced to $6.5 Million
---------------------------------------------------------------
WPCS International Incorporated and its United States based
subsidiaries entered into a first amendment to loan and security
agreement with Sovereign Bank, N.A., pursuant to which the loan
and security agreement, dated as of Jan. 27, 2012, by and among
Sovereign, the Company and the Company's Subsidiaries, was
amended.  Pursuant to the Amendment, the Company and Sovereign
agreed that:

   1. The maximum available funds pursuant to the revolving line
      of credit was reduced from $12 million to $6.5 million;

   2. The interest rate applicable to revolving loans under the
      Credit Agreement was changed from LIBOR plus an interest
      margin initially of 2.75% to Sovereign's prime rate plus 2%;

   3. The Company was granted an extension until July 2, 2012, to
      close accounts held at another financial institution,
      provided, however, that those accounts are prohibited from
      having more a balance in excess of $20,000 at any time; and

   4. The Company paid an amendment fee of $25,000 and reimbursed
      Sovereign for costs and expenses incurred as a result of the
      Amendment.

A copy of the Amendment is available for free at:

                        http://is.gd/lfEmPs

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

The Company reported a net loss attributable to WPCS of $12.02
million for the nine months ended Jan. 31, 2012, compared with a
net loss attributable to WPCS of $9.80 million for the same period
during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed
$37.69 million in total assets, $23.21 million in total
liabilities, and $14.48 million in total equity.


* Moody's Says Not-for-Profit Hospitals Face Credit Challenge
-------------------------------------------------------------
As fundamental changes unfold in the US not-for-profit healthcare
sector, credit ratings will rise and fall depending on how well
hospital management teams adjust to being paid more for quality of
service than for quantity of service, says Moody's Investors
Service in a new report.

"Different reimbursement models will develop in different stages
over time, requiring hospitals to manage multiple and diverging
payment models simultaneously, such as traditional payments that
reimburse based on volumes and new methodologies based on cost and
quality," said Moody's Lisa Goldstein, author of the report,
"Doing More with Less: Credit Implications of Hospital Transition
Strategies in Era of Reform."

Different models will create new incentives and require behavioral
changes from patients, payers, physicians, and hospitals alike.
Hospitals that can manage well during the current period of
industry transition should be able to maintain if not improve
their credit ratings, according to Moody's.

The greatest challenge identified by the rating agency will be the
need for hospitals to focus on costs and outcomes while still
being paid under the old reimbursement model that rewards volume.
This is further compounded by a drop in patient volumes since the
start of the recession, some of which is likely to remain.

"Even as future payment methodologies change at an uncertain pace,
it is already clear that payment-per-procedure will decline,
creating more pressure on hospital top line growth," said
Goldstein. "This weaker outlook for revenue growth and the
corresponding need for cost reductions are key drivers of Moody's
negative outlook on the not-for-profit hospital sector."

Payment reductions from government and commercial payers, along
with different payment models and incentive changes, will require
management teams to develop more robust financial plans and
achieve near flawless execution of strategy, according to Moody's.

"The most meaningful cost reduction strategies will involve
standardization of clinical care and elimination of variation in
patient procedures," said Ms. Goldstein. "This will be a multi-
year, ambitious journey requiring strong physician, management and
board leadership."

"Hospitals that cannot navigate the payment reductions or reduce
their expense structures quickly enough to mitigate the impact may
see negative rating pressure," said Ms. Goldstein. "Robust
financial planning and flawless execution will be key to success."

According to the rating agency report, the era of reform and
tightened federal funding now unfolding will challenge current
business models and require forward-thinking strategies to manage
through a transition period that will unfold over the foreseeable
future.

"The strategic shift challenges current business models and
require forward-thinking strategies to manage through a transition
period that will unfold over the foreseeable future," said Ms.
Goldstein. "Not-for-profit hospitals face an imperative to deliver
higher-quality service with lower reimbursement rates per unit of
service."

The Moody's report outlines how major changes will come in the
form of new Medicare reimbursement structures such as bundled
payments, which will provide a single payment for a particular
service line, and non-payment penalties for excessive patient
readmissions. Commercial payers will also modify their
reimbursement structures and reduce annual rate increases,
narrowing hospitals' ability to subsidize losses from governmental
payers.


* Business Bankruptcy Drop 14% for Year Ended March 31
------------------------------------------------------
Bankruptcy filings for the 12-month period ending March 31, 2012,
fell 13 percent compared to bankruptcy filings for the 12-months
ending March 31, 2011, according to statistics released by the
Administrative Office of the U.S. Courts.  March 2012 bankruptcy
filings totaled 1,367,006, compared to 1,571,183 bankruptcy cases
filed in the 12-month period ending March 31, 2011.

Business and Non-Business Filings

The majority of bankruptcy filings involve predominantly non-
business debts. For the 12-month period ending March 31, 2012,
non-business filings -- where the debts are predominantly personal
or consumer in nature -- totaled 1,320,613, down 13 percent from
the 1,516,971 nonbusiness bankruptcies filed in the 12-month
period ending March 31, 2011.

Filings involving predominantly business debts totaled 46,393,
down 14 percent from the 54,212, business bankruptcies filed in
the 12-month period ending March 31, 2011.

Second Quarter of FY 2012

The first three months of 2012 were the second quarter of the
Judiciary's 2012 fiscal year. The number of bankruptcies filed
during those three months was 322,973, down 12 percent from the
366,178 filings in the same quarter of 2011.

Filings by Chapter

For the 12-month period ending March 31, 2012, filings fell for
chapters 7, 11, 12, and 13 compared to filings in the 12-month
period ending March 31, 2011.

     * Chapter 7 filings fell 14 percent to 958,757 from the
       1,118,481 Chapter 7 filings in the 12-month period ending
       March 31, 2011.

     * Chapter 13 filings fell 10 percent to 396,175 from the
       438,788 Chapter 13 bankruptcies filed in the same time
       period in 2011.

     * Chapter 11 filings fell 13 percent to 11,339 from the
       13,051 Chapter 11 filings in the same time period in 2011.

     * Chapter 12 filings fell 18 percent to 606 from the 743
       Chapter 12 filings in the same time period in 2011.


* McDermott Taps Walsh as Int'l Head of Restructuring Practice
--------------------------------------------------------------
McDermott Will & Emery LLP announced on May 9, 2012, 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-related 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.


* Katten Muchin's D. Pentlow Moves to Herrick Feinstein
-------------------------------------------------------
Herrick, Feinstein LLP disclosed that David A. Pentlow, a veteran
in the areas of corporate and securities law, has joined the
firm's New York office as a Partner in the Corporate Department.
Mr. Pentlow was formerly a Partner with Katten Muchin Rosenman
LLP.

"David Pentlow's extensive experience in securities, capital
markets transactions, structured products and derivatives is an
excellent complement to our highly regarded corporate department,
which handles significant matters for public and private clients
across the country," said Irwin Kishner, Chairman of Herrick's
Executive Committee and Co-Chairman of the firm's Corporate
Department.

Herrick's Corporate Department has a track record of successes
representing major clients across the country and around the
world, including many Fortune 1000 firms.  The firm's clients
include financial institutions, private equity firms, venture
capital firms, hedge funds, investment banks and private investors
on a full range of matters.

"Herrick's culture -- partners who are leaders in their fields
providing hands-on service to their clients -- has enabled it to
build an enviable client list and makes it an extremely attractive
home for someone with my background.  It will be a pleasure to
work with this talented group of attorneys," said Mr. Pentlow.

Mr. Pentlow specializes in representing publicly traded companies,
hedge funds, financial institutions and institutional investors in
the offering, purchase, structuring and negotiation of securities,
derivatives and other financial products, including registered
public securities offerings, private securities offerings, lending
and structured notes.  He also advises public companies and
investors regarding ongoing compliance with federal securities
laws, corporate governance and applicable stock exchange listing
rules, as well as tender offers, proxy solicitations, and going
private transactions.  Mr. Pentlow received his undergraduate
degree from Harvard University and his law degree from Georgetown
University.

Founded in 1928, Herrick, Feinstein is a prominent 165-lawyer firm
providing a full range of legal services, including real estate,
litigation, bankruptcy, employment, corporate, tax and personal
planning, government relations, insurance and intellectual
property law.


* BOOK REVIEW: Corporate Venturing -- Creating New Businesses
-------------------------------------------------------------
Authors: Zenas Block and Ian C. MacMillan
Publisher: Beard Books, Washington, D.C. 2003
(reprint of 1993 book published by the President and Fellows of
Harvard College).
List Price: 371 pages. $34.95 trade paper, ISBN 1-58798-211-0.

Creating new businesses within a firm is a way for a company to
try to tap into its potential while at the same time minimizing
risks.  A new business within a firm is like an entreprenuerial
venture in that it would have greater flexibility to
opportunistically pursue profits apart from the normal corporate
structure and decision-making processes.  Such a business is
different from a true entrepreneurial venture however in that the
business has corporate resources at its disposal.  Such a company
business venture has to answer to the company management too.
Corporate venturing--to use the authors' term--offers innovative
and stimulating business opportunities.  Though venturing is in a
somewhat symbiotic relationship with the parent firm, the venture
would never threaten to ruin the parent firm as a entrepreneur
might be financially devastated by failure.

Block and MacMillan contrast an entreprenuerial enterprise with
their subject of corporate venturing, "When a new entrepreneurial
venture is created outside an existing organization, a wide
variety of environmental factors determine the fledgling
business's survival.  Inside an organization . . . senior
management is the most critical environmental factor."  This
circumstance is the basis for both the strengths and limitations
of a corporate venture.  In their book, the authors discuss how
senior management working with the leadership of a corporate
venture can work in consideration of these strengths and
weaknesses to give the venture the best chances for success.  If
the venture succeeds beyond the prospects and goals going into its
formation, it can always be integrated into the parent company as
a new division or subsidiary modeled after the regular parts of a
company with the open-ended commitment, regular hiring practices,
and reporting and coordination, etc., going with this. As covered
by the authors, done properly with the right commitment, sense of
realism and practicality, and preliminary research and ongoing
analysis, corporate venturing offers a firm new paths of growth
and a way to reach out to new markets, engage in fruitful business
research, and adapt to changing market and industry conditions.
The principle of corporate venturing is the familiar adage,
"nothing ventured, nothing gained."  While it is improbable that a
corporate venture can save a dying firm, a characteristic of every
dying firm is a blindness about venturing.  Just thinking about
corporate ventures alone can bring to a firm a vibrancy and
imagination needed for business longevity.

Ideas, insights, and vision are the essence of corporate
venturing.  But these are not enough by themselves. Corporate
venturing is based as much on the right personnel, especially the
top leaders.  The authors advise to select current employees of a
firm to lead a corporate venture whenever feasible because they
already have relationships with senior management who are the
ultimate overseers of a venture and they understand the corporate
culture.  In one of their several references to the corporate
consultant and motivational speaker Peter Drucker, the authors
quote him as identifying only half jokingly the most promising
employees to lead the corporate venture as "the troublemakers."
These are the ones who will be given the "great freedom and a high
level of empowerment" required to make the venture workable and
who also are most suited to "adapt rapidly to new information."
Such employees for top management of a venture are not entirely on
their own.  The other side of this, as Brock and MacMillan go
into, is for such venture management to earn and hold the trust
and confidence of the firm's top management and work within the
framework and follow the guidelines set for the venture.

Corporate venturing is an operation which is a hybrid of the
standard corporate interests and operations and an independent
business with entrepreneurial flexibility mainly from focus on one
product or service or at most a few interrelated ones, simplified
operations, and streamlined decision-making.  From identifying
opportunities and getting starting through the business plan and
corporate politics, Brock and MacMillan guide the readers into all
of the areas of corporate venturing.

Zenas Block is a former adjunct professor with the Executive MBA
Program at the NYU Stern School of Business.  Ian C. MacMillan is
associated with Wharton as a professor and a director of a center
for entrepreneurial studies.



                            *********

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
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On Thursdays, the TCR delivers a list of recently filed
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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
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