TCR_Public/120514.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 14, 2012, Vol. 16, No. 133

                            Headlines

586 HART: Voluntary Chapter 11 Case Summary
614 PARTNERS: Voluntary Chapter 11 Case Summary
AHERN RENTALS: Proposes Settlement Conferences With PI Claimants
ALLIANCE LOCKSMITHS: Case Summary & 13 Largest Unsecured Creditors
ALLIED IRISH: Announces EUR395MM Prime RMBS Public Bond Issue

ALION SCIENCE: Employee Trust Bought Shares at $18 Apiece
AMBAC FINANCIAL: Dewey & LeBoeuf OK'd to Apply Retainer on Fees
AMERICAN AXLE: Thomas Claugus Discloses 8.6% Equity Stake
AMES DEPARTMENT: Plan Exclusivity Extended Until Oct. 31
ARCAPITA BANK: Employs KPMG as Tax Consultants & Valuation Advisor

ARCAPITA BANK: Hiring Linklaters as Special Counsel
APPALACHIAN FUELS: Court Rules on GATX Suit Against Addingtons
ATLANTIC & PACIFIC: NJ Landlord Fails in Bid to Nix Pathmark Lease
AURASOUND INC: Weisshaupt Resigns; Tetzlaff Tapped as Interim CEO
AVENTINE RENEWABLE: Incurs $22.5 Million Net Loss in Q1

BEL AIR RACING: Case Summary & 7 Largest Unsecured Creditors
BIOCORAL INC: Delays Form 10-Q for First Quarter
BION ENVIRONMENTAL: Has $5.8-Mil. Net Loss for 3 Quarters
BLUE SPRINGS: Court OKs Polsinelli Shughart as Counsel
BLUE SPRINGS: Court Approves $8MM Revolving Credit From Ford

BOULDER HEIGHTS: Case Summary & 7 Largest Unsecured Creditors
BUFFETS INC: California FTB Allowed to Respond to Appeal on Claim
CAESARS ENTERTAINMENT: Incurs $281.1 Million Net Loss in Q1
CALIFORNIA GREEN: Case Summary & 20 Largest Unsecured Creditors
CANO PETROLEUM: Has Deal With U.S. on Claims Filing Deadlines

CARNEGIE PIZZA: Case Summary & 3 Largest Unsecured Creditors
CB HOLDING: Says Review of Plan Confirmation is Inappropriate
CDC CORP: Court to Consider Non-Debtor Assets Sale on May 15
CHARLIE MCGLAMRY: Case Summary & 20 Largest Unsecured Creditors
CHARLIE MCGLAMRY: Schedules Filing Deadline Extended to June 13

CHARLIE MCGLAMRY: Sec. 341(a) Creditors' Meeting Set for June 18
CHARLIE MCGLAMRY: Hires Cohen Pollock as Chapter 11 Counsel
CHARLIE MCGLAMRY: Taps Nichols Cauley as Accountant
CHEM RX CORP: Trustee Sues Paramount Board Over Bankruptcy
CLEARWIRE CORP: FMR LLC Owns 8.1% of Class A Common Shares

COLDWATER PORTFOLIO: Lender Objects to Use of Cash Collateral
COMMUNITY MEMORIAL: Sale Scrapped; Committee Wants Ch. 11 Trustee
COMMUNITY MEMORIAL: Conway MacKenzie Okayed as Financial Advisors
COMMUNITY MEMORIAL: Files Schedules of Assets and Liabilities
COMMUNITY MEMORIAL: McDonald Hopkins OK'd as Bankruptcy Counsel

COMMUNITY MEMORIAL: Panel Can Retain Varnum LLP as Counsel
COMPASS MINERALS: Moody's Affirms Ba1 CFR; Rates Term Loan Ba1
COMPLETE GENOMICS: Warns of Cash Crunch, Has Going Concern Doubt
CORNERSTONE BANCSHARES: Posts $76,000 Net Income in Q1
COPPERAS CREEK: Voluntary Chapter 11 Case Summary

COREL CORPORATION: Moody's Confirms 'Caa1' Corp. Family Rating
CROSSRHYTHM CHURCH: Case Summary & 20 Largest Unsecured Creditors
CROSSTEX ENERGY: Moody's Rates $250MM Sr. Unsecured Notes 'B2'
CROSSTEX ENERGY: S&P Affirms 'B+' Corporate Credit Rating
CUI GLOBAL: Incurs $1 Million Net Loss in First Quarter

DEAN FOODS: Moody's Outlook Still Negative Despite Q1 Earnings
DEWEY & LEBOEUF: Bienenstock Moves to Proskauer Rose
DEWEY & LEBOEUF: Bond Debt Trading at between 50 And 65 Cents
DEWEY & LEBOEUF: Partners Likely to Face Wrath of Creditors
DEWEY & LEBOEUF: Partners Didn't Know Extent of Guarantees

EAST COAST: BB&T Granted Relief from Stay on Unimproved Properties
ELO TOUCH: Moody's Gives 'B2' Corp. Family Rating; Outlook Stable
EMISPHERE TECHNOLOGIES: Needs to Raise Funds Before Sept. 26
EPICEPT CORP: Incurs $3.5 Million Net Loss in First Quarter
EVERGREEN DEVELOPMENT: Pre-Trial Conference Set for June 26

FAIRFIELD SENTRY: Liquidator Seeks $7-Mil. in 3 New Clawback Suits
FANNIE MAE: Reports $2.7 Billion Net Income for First Quarter
GAVILON LLC: Moody's Assigns 'Ba2' Rating to Amended Facility
GENERAC POWER: S&P Gives 'BB-' Rating to $800-Mil. Term Loan B
GEO GROUP: S&P Keeps 'B+' Issuer Credit Rating; Outlook Stable

GIBSON ENERGY: Moody's Rates Revolver & Term Loan 'Ba3'
GIBSON ENERGY: S&P Rates $1.025-Bil. Secured Debt Facilities 'BB-'
GREEN ENDEAVORS: Nexia Now Holds 100% of Supervoting Pref. Stock
H D GERLACH: Case Summary & 9 Largest Unsecured Creditors
HAMPTON ROADS: Files Form 10-Q, Incurs $7.4MM Net Loss in Q1

HARBOR FREIGHT: S&P Keeps 'B+' Corp. Credit Rating; Outlook Stable
HAWKER BEECHCRAFT: Has 7-Member Unsecured Creditors' Committee
HAWKER BEECHCRAFT: Has Court OK to Hire Epiq as Claims Agent
HAWKER BEECHCRAFT: Schedules Filing Deadline Extended Thru June 16
HAWKER BEECHCRAFT: To Protect Tax Attributes From Ownership Change

HAWKER BEECHCRAFT: Final DIP Hearing Set for May 30
HAWKER BEECHCRAFT: S&P Withdraws 'D' Corporate Credit Rating
HORIZON LINES: Incurs $32.5 Million Net Loss in First Quarter
HORNE INTERNATIONAL: Delays Form 10-Q for First Quarter
HOST HOTELS: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Pos

HOSTESS BRANDS: PBGC Urges Teamsters to Mind ERISA in Deal
IMAGEWARE SYSTEMS: Amends 44-Mil. Shares Sale Prospectus
IMH FINANCIAL: CEO Sees Signs of Real Estate Market Recovery
INMET MINING: Moody's Assigns 'B1' CFR/PDR; Rates $1BB Notes 'B1'
INTERACCIONES BANKING: Chapter 15 Case Summary

JDCK LLC: Case Summary & 2 Largest Unsecured Creditors
KRATOS DEFENSE: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
KRONOS WORLDWIDE: Moody's Assigns Ba2 CFR, Rates Term Loan Ba3
LAGUNA BRISAS: Files Schedules of Assets and Liabilities
LAGUNA BRISAS: Taps M. Jonathan Hayes as Bankruptcy Counsel

LAWSON-CURRELL: Case Summary & 20 Largest Unsecured Creditors
LIBBEY GLASS: Moody's Rates New $450MM Senior Secured Notes 'B2'
LIGHTSQUARED INC: May File for Bankruptcy by Monday Evening
LODGENET INTERACTIVE: Files Form 10-Q, Incurs $2.1MM Loss in Q1
LODGENET INTERACTIVE: S&P Lowers Corporate Credit Rating to 'B-'

MAGIC CITY DOUGHNUT: Case Summary & 17 Largest Unsecured Creditors
MALABAR MOTEL: Case Summary & 10 Largest Unsecured Creditors
MARRICK PROPERTIES: Case Summary & 15 Largest Unsecured Creditors
MERRILL CORP: S&P Cuts Corp. Credit Rating to 'CCC-'; Outlook Neg
MILLAR WESTERN: Moody's Affirms 'B2' CFR/PDR; Outlook Stable

MISSISSIPPI HIGHER: Moody's Cuts Ratings on 20 Bonds to 'Ba1'
MOMENTIVE PERFORMANCE: Moody's Cuts Corp. Family Rating to Caa1
MOMENTIVE PERFORMANCE: Names J. Dandolph as Unit EVP & President
MONTANA ELECTRIC: Trustee Taps Harper Lutz as Valuation Consultant
MS PARTNERSHIP: 2 McClung & Spangler Joint Ventures in Chapter 11

NEWMAN REAL ESTATE: Case Summary & 2 Largest Unsecured Creditors
NEXSTAR BROADCASTING: Swings to $3 Million Net Income in Q1
NEXTWAVE WIRELESS: Has $28.5 Million Net Loss for March 31 Qtr
OM PC LLC: Case Summary & 3 Largest Unsecured Creditors
OMNIA ALEXIS: Voluntary Chapter 11 Case Summary

ORDWAY RESEARCH: Judge Approves Armory Sale to Saga for $675,000
OXFORD INDUSTRIES: Moody's Raises CFR, Senior Notes Rating to Ba3
PETTUS PROPERTIES: Seeks $500,000 Loan From Sole Shareholder
PINNACLE AIRLINES: USW Blames Delta for Financial Woes
PRM REALTY: Taps NHB Advisors as to Provide Financial Services

QUALITY DISTRIBUTION: Files Form 10-Q, Posts $6.7MM Income in Q1
QUANTUM CORP: Incurs $11 Million Net Loss in Fiscal Q4
R.E. LOANS: County of Sonoma Balks at Second Amended Plan Outline
RANCHER ENERGY: John Works Says Business Plan "Too Vague"
RAYTHEON COMPANY: Former Unit Gets $3.5MM Judgment Overturned

REAL MEX: Has Until May 31 to Decide on the Kilroy, et al., Leases
RECKART EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
RECYCLED CONCRETE: Case Summary & 5 Largest Unsecured Creditors
REDDY ICE: Unsec. Creditors Object to Official Equity Committee
RESIDENTIAL CAPITAL: Said to File for Bankruptcy Sunday or Monday

RIDGEVIEWTEL LLC: Plans to Emerge From Bankruptcy Next Few Months
RIVER ISLAND: First Amended Reorganization Plan Confirmed
ROBERTS HOTELS: Atlanta and Shreveport Hotels in Chapter 11
ROBERTS HOTELS: Voluntary Chapter 11 Case Summary
ROOFING SUPPLY: Moody's Confirms 'B2' CFR/PDR; Outlook Stable

RYLAND GROUP: Moody's Rates $150MM Convertible Senior Notes 'B1'
RYLAND GROUP: S&P Gives 'BB-' Rating on $150-Mil. Senior Notes
RYLAND GROUP: Reports 431 Net Orders for April
RYLAND GROUP: BlackRock Discloses 10.2% Equity Stake
SAGAMORE PARTNERS: Lender Say Exit Plan Unconfirmable

SAGAMORE PARTNERS: Wants Control of Case Through Plan Confirmation
SECURUS HOLDINGS: Moody's Lowers Corp. Family Rating to 'B3'
SECURUS HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
SHERIDAN INVESTMENT: Moody's Upgrades CFR to B1; Outlook Stable
SIERRA BLANCA: Voluntary Chapter 11 Case Summary

SINCLAIR BROADCAST: Reports $29 Million Net Income in Q1
SMF ENERGY: Files Asset Purchase Agreement With Sun Coast
SPRINT NEXTEL: BlackRock Discloses 4.9% Equity Stake
SUPERMEDIA INC: Files Form 10-Q, Posts $62-Mil. Net Income in Q1
SUPERMEDIA INC: To Utilize $33 Million to Repurchase Debt

TALON THERAPEUTICS: James Flynn Discloses 50% Equity Stake
TELIK INC: Says Continued Net Loss Raises Going Concern Doubt
TOWNLAKES SQUARE: Case Summary & 17 Largest Unsecured Creditors
TREASURES INC: Voluntary Chapter 11 Case Summary
TRIMAS COMPANY: Moody's Upgrades CFR to 'Ba3'; Outlook Stable

TRIUS THERAPEUTICS: Files Form 10-Q, Incurs $7.6MM Loss in Q1
TROY LODGE: Case Summary & 2 Largest Unsecured Creditors
UNITEK GLOBAL: S&P Keeps 'B+' Corp. Credit Rating; Outlook Stable
VITRO SAB: Units Owe Interest on $1BB Debt, Appeals Court Says
VWR FUNDING: Moody's Affirms B3 CFR; Revises Outlook to Positive

VOICE ASSIST: Amends 2011 Quarterly Reports
VOLKSWAGEN-SPRINGFIELD: Can Use BB&T Cash Collateral Thru May 23
VOLKSWAGEN-SPRINGFIELD: Sec. 341 Creditors' Meeting on June 14
VUANCE LTD: Swings to $1 Million Net Income in 2011
WASHINGTON GROUP: Appeals Court Rejects Alter Ego Claim v Raytheon

WILLBROS GROUP: S&P Affirms 'B-' Corp. Credit Rating; Off Watch
WOODCREST COUNTRY: Case Summary & 20 Largest Unsecured Creditors
WP CAMP: Moody's Assigns 'B3' Corp. Family Rating; Outlook Stable
YELLOW MEDIA: S&P Cuts Corp. Credit Rating to 'CCC'; on Watch Neg
Z TRIM HOLDINGS: Edward Smith Discloses 67.6% Equity Stake

ZUFFA LLC: Technical Default of Debt No Effect on Moody's Ba3 CFR

* FDIC Wind-Down Plan Won't Be Pretty, But Just May Work
* Congress Extends Temporary Bankruptcy Judgeships

* Squire Sanders Promotes Sherri Dahl to Principal

* BOND PRICING -- For Week From May 7 to 11, 2012

                            *********

586 HART: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 586 Hart Associates Inc.
        211 West 92nd Street, Suite 41
        New York, NY 10025

Bankruptcy Case No.: 12-11936

Chapter 11 Petition Date: May 8, 2012

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

Judge: Allan L. Gropper

Debtor's Counsel: Terence McKindlon, Jr., Esq.
                  LAW OFFICES OF J. DAVID O'BRIEN
                  211 West 92nd Street, Suite 41
                  New York, NY 10025
                  Tel: (917) 566-1255

Scheduled Assets: $1,000,000

Scheduled Liabilities: $4,084,988

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

The petition was signed by David Diamond, president.


614 PARTNERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 614 Partners NYC Inc.
        211 West 92nd Street, Suite 41
        New York, NY 10025

Bankruptcy Case No.: 12-11935

Chapter 11 Petition Date: May 8, 2012

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

Judge: Allan L. Gropper

Debtor's Counsel: Terence McKindlon, Jr., Esq.
                  LAW OFFICES OF J. DAVID O'BRIEN
                  211 West 92nd Street, Suite 41
                  New York, NY 10025
                  Tel: (917) 566-1255

Scheduled Assets: $1,000,000

Scheduled Liabilities: $4,156,189

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

The petition was signed by David Diamong, president of 614
Partners, Inc.


AHERN RENTALS: Proposes Settlement Conferences With PI Claimants
----------------------------------------------------------------
BankruptcyData.com reports that Ahern Rentals filed with the U.S.
Bankruptcy Court a motion for approval of procedures, in addition
to the motion to approve compromise under Rule 9019, requiring
each personal injury claimant attend and participate in a
settlement conference as a condition precedent to relief from the
automatic stay.

BankruptcyData.com says the filing explains, "Debtor's estate will
benefit from mandatory Settlement Conferences because they will
afford Debtor and its estate the opportunity to streamline the
resolution of the PI Claims in the most economical and expeditious
manner possible. This Court has ample cause and authority to
require each Claimant attend a Settlement Conference as a
condition precedent to this Court entering an order for relief
from the automatic stay to allow the Claimant to liquidate his or
her PI Claim. The Settlement Conferences will likely streamline
and expedite liquidation of the PI Claims for the benefit of the
Claimants and Debtor. The relief requested in this Amended Motion
is thus warranted and is in the best interests of Debtor, its
estate, and its creditors."

                         About Ahern Rentals

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

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

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

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

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

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


ALLIANCE LOCKSMITHS: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Alliance Locksmiths, Inc.
        130 Wells Street
        Peekskill, NY 10566

Bankruptcy Case No.: 12-22907

Chapter 11 Petition Date: May 9, 2012

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

Judge: Robert D. Drain

Debtor's Counsel: Jeffrey A. Reich, Esq.
                  REICH REICH & REICH, P.C.
                  235 Main Street, Suite 450
                  White Plains, NY 10601
                  Tel: (914) 949-2126
                  Fax: (914) 949-1604
                  E-mail: reichlaw@aol.com

Scheduled Assets: $72,014

Scheduled Liabilities: $233,249

A copy of the Company's list of its 13 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-22907.pdf

The petition was signed by Frank Parisi, president.


ALLIED IRISH: Announces EUR395MM Prime RMBS Public Bond Issue
-------------------------------------------------------------
Allied Irish Banks, p.l.c., closed its first public securitisation
of Prime UK residential mortgages.  This 3 year AAA rated deal was
priced at Libor plus 250bps with interest from a wide range of
international investors.

David Duffy, Chief Executive of AIB, said "This is a positive
return to the markets for AIB and forms part of our longer term,
diversified, funding strategy.  It is also a further indicator of
the improving international sentiment towards Ireland and the
Irish financial system."

                      About Allied Irish Banks

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

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

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

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

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

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


ALION SCIENCE: Employee Trust Bought Shares at $18 Apiece
---------------------------------------------------------
Alion Science and Technology Corporation filed a current report on
Form 8-K to report the March 31, 2012, sale of approximately $1.3
million of common stock to the Alion Science and Technology
Corporation Employee Ownership, Savings and Investment Trust.  The
Company sold approximately 72,337 shares to the Trust at an
average price of $18.00 per share for aggregate proceeds of
approximately $1.3 million.  The Company issued approximately
395,214 additional shares to the Trust, at an average price per
share of $18.00, as a contribution to the employee stock ownership
plan component of the Alion Science and Technology Corporation
Employee Ownership, Savings and Investment Plan.  The shares of
common stock were offered to the Trust pursuant to an exemption
from registration under Section 4(2) of the Securities Act of
1933, as amended.

State Street Bank and Trust Company, as trustee of the ESOP, has
selected a final value of $18.00 per share for Alion's common
stock as of March 31, 2012.

The Trustee engaged an outside independent third party valuation
firm to assist the Trustee in establishing a value for the
Company's common stock as of the Valuation Date using the
following valuation methods: (i) Discounted Cash Flow; and (ii)
Comparable Transaction.  The methodology used for this valuation
is consistent with the September 2011 valuation conducted by the
valuation firm on behalf of the Trustee.

The valuation firm did not use the Guideline Company Method in its
current analysis or its September 2011 analysis.  Current pricing
multiples of guideline companies are near historical lows.  They
are significantly below the pricing multiples implied by recent
merger and acquisition activity in the government contracting
sector.  The significant gap between the pricing multiples of
guideline companies and recent transactions in the industry
suggests that current pricing multiples for non-controlling
ownership interests may not be meaningful for purposes of valuing
a controlling ownership interest.  Because the ESOP owns a
controlling interest in Alion, the Trustee and the valuation firm
deemed the Guideline Company Method to be non-meaningful for the
purpose of the current analysis.

Some of the factors that influenced the Trustee's decision to
select the value of $18.00 per share were the following:

   * Revenue for the 12-month period ended March 31, 2012,
     decreased relative to revenue in fiscal year 2011 due to
     continued delays in contract awards, funding of current
     contracts and protests by competitors of contracts won by
     Alion;

   * Projected revenue and earnings for fiscal years 2012 through
     2016 were slightly lower than the Sept. 30, 2011, analysis,
     consistent with the continued uncertainty in the government
     contracting industry regarding federal budgets and contract
     funding and award delays;

   * The fair market value of Alion's debt was higher at March 31,
     2012, compared with Sept. 30, 2011, primarily due to the
     increase in the fair market value of the Senior Unsecured
     Bonds, consistent with a shorter maturity period and the
     accrual of paid-in-kind interest of $3.2 million, somewhat
     offset by a slight increase in the discount rate applied to
     the debt; and

   * Fully-diluted common shares outstanding increased by 336,784
     shares between Sept. 30, 2011, and March 31, 2012, due to
     common shares issued by the Company.

The valuation firm prepared a written report containing its
procedures, analyses, and opinion as to the appropriate value of
Alion's common stock.  That report is solely for the Trustee's use
in connection with its administration and operation of the ESOP
and the exercise of its fiduciary responsibilities.  In preparing
its report, the third-party valuation firm used various financial
and other information provided to the valuation firm by Alion's
management or obtained from other private and public sources
including financial projections prepared by Alion management, and
relied on the accuracy and completeness of this information.
There is no assurance that the valuation firm, or any other
financial adviser that the Trustee might choose, will utilize the
same process of methodologies in connection with future valuations
of Alion common stock, or that such advisors will reach
conclusions that are consistent with those presented herein.

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

The Company reported a net loss of $44.38 million for the year
ended Sept. 30, 2011, compared with a net loss of $15.23 million
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $642.26
million in total assets, $768.24 million in total liabilities,
124.29 million in redeemable common stock, $20.78 million in
common stock warrants, $123,000 in accumulated other comprehensive
loss and a $270.93 million accumulated deficit.

                            *     *     *

Alion carries 'Caa3' corporate family and probability of default
Ratings, with stable outlook, from Moody's.  Alion carries a 'B-'
corporate credit rating, with stable outlook, from Standard &
Poor's.  Moody's said in March 2010, "The Caa1 corporate family
rating would balance the continued high leverage against a
promising business backlog that could sustain the good 2009
revenue growth rate, though credit challenges would remain
pronounced."

As reported by the TCR on Sept. 8, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'CCC+' from 'B-'.  The
rating outlook is negative.

"The downgrade of Alion is a result of the company's recent
operational weakness," said Standard & Poor's credit analyst
Alfred Bonfantini, "and the prospect of further pressure on
revenues, which stem from the continuing resolution on the 2011
Federal government budget that wasn't settled until April 2011,
the subsequent specter of a U.S. government default during the
debt ceiling debate, and the ongoing uncertainty over future
budget cuts and levels."


AMBAC FINANCIAL: Dewey & LeBoeuf OK'd to Apply Retainer on Fees
---------------------------------------------------------------
Judge Shelley Chapman authorized Dewey & LeBoeuf LLP to apply its
retainer in certain outstanding fees and expenses incurred as
counsel to Ambac Financial Group, Inc.

In accordance with the Court's Interim Compensation Order, Dewey
submitted to the Debtor for payment of monthly fee statements for
November 2011 to March 2012 in the aggregate amount of $3,384,215,
on account of which the firm is entitled to be compensated in the
ordinary course for 80% of fees and 100% of expenses in the
aggregate amount of $2,720,085.

As of April 26, 2012, Dewey continues to hold a retainer in favor
of the Debtor in the amount of $3,002,290.

Dewey is specifically directed to apply the applicable portion of
the Retainer to the Currently Owed Amount.

                     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).


AMERICAN AXLE: Thomas Claugus Discloses 8.6% Equity Stake
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Thomas E. Claugus and his affiliates
disclosed that, as of May 7, 2012, they beneficially own
6,438,200 shares of common stock of American Axle & Manufacturing
Holdings, Inc., representing 8.6% of the shares outstanding.

Mr. Claugus previously reported beneficial ownership of
5,628,700 common shares or a 7.5% equity stake as of Dec. 27,
2011.

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

                        http://is.gd/Raitwn

                        About American Axle

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

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

                           *     *     *

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

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


AMES DEPARTMENT: Plan Exclusivity Extended Until Oct. 31
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended until Oct. 31, 2012, Ames Department Stores' exclusive
periods to solicit acceptances for its proposed Chapter 11 plan.

As reported in the Troubled Company Reporter on April 19, 2012,
the Company explained its is seeking the extension, "because all
parties require time to ensure that the estates will be
administratively solvent and therefore warrant solicitation of
votes in favor of the Plan."

                   About Ames Department Stores

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.

Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001.  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP; and Dewey & LeBoeuf LLP
represent the Debtors.  When the Company filed for protection
from their creditors, they reported $1,901,573,000 in assets
and $1,558,410,000 in liabilities.  The Company closed all of
its 327 department stores in 2002.

Ames and its affiliates filed a consolidated Chapter 11 Plan, and
a related Disclosure Statement explaining the Plan with the Court
on Dec. 6, 2004.  A full-text copy of Ames' Chapter 11 Plan
is available at no charge at:

    http://bankrupt.com/misc/ames_chapter_11_plan.pdf

and a full-text copy of Ames' Disclosure Statement is available
at no charge at:

    http://bankrupt.com/misc/ames'_disclosure_statement.pdf

A hearing to determine the adequacy of the Disclosure Statement
explaining Ames' Plan has not yet been scheduled.


ARCAPITA BANK: Employs KPMG as Tax Consultants & Valuation Advisor
------------------------------------------------------------------
Arcapita Bank B.S.C.(c) and certain of its subsidiaries and
affiliates filed formal applications with the Bankruptcy Court to
employ KPMG LLP (US) to serve as tax consultants and KPMG LLP, a
United Kingdom limited liability partnership, as valuation
advisor.

The Debtors have employed KPMG-US for 12 years.

Mary C. Grande at KPMG-US attests that the firm does not hold any
interest adverse to the Debtors' estates; and is a "disinterested
person" as defined by Section 101(14) of the Bankruptcy Code.

The hourly rates for tax consulting services to be rendered by
KPMG-US are:

          Tax Consulting Services          Discounted Rate
          -----------------------          ---------------
          Partners                           $620 - $860
          Managing Directors                 $630 - $720
          Senior Managers/Directors          $508 - $680
          Managers                           $403 - $492
          Senior Associates                  $319 - $364
          Associates                         $245 - $280

KPMG UK is a part of KPMG Europe LLP, a member firm of KPMG
International, a Swiss cooperative of member firms, each a
separate legal entity, located worldwide.  The Debtors' court
filings indicate KPMG UK is renowned for its depth of experience
and its ability to handle restructuring valuation issues in a
complex, global-scale business environment.

KPMG International Cooperative member firms' global valuation
services and restructuring teams comprise more than 2,700
professionals in over 60 countries.

Prior to the Debtors' bankruptcy filing, KPMG UK performed, among
other things, valuation services to the Debtors pursuant to an
engagement letter, which engagement was principally focused on a
potential refinancing or restructuring of the Debtors' $1.1
billion syndicated Murabaha facility.  Under the Prior Engagement
Letter, KPMG UK provided valuation services to the Debtors
regarding certain private equity/infrastructure and real estate
portfolio companies, including identifying key risks and
opportunities in connection with their revised business plan and
related financial model.

With the commencement of Arcapita's Chapter 11 cases, a more
comprehensive restructuring is now contemplated that would
encompass more than the Murabaha facility alone.

The valuation services now required by the Debtors have
accordingly expanded in scope and geography.  The Debtors and KPMG
UK determined to terminate the Prior Engagement Letter, and have
entered into the Engagement Letter, which reflects the necessary
expanded valuation services.

KPMG UK's services will be limited to providing valuation services
for the specific portfolio assets in which the Debtors hold
interests -- not in determining the Debtors' enterprise value,
which will be provided by Rothschild Inc. and NM Rothschild &
Sons Limited in the context of evaluating and developing strategic
alternatives for the Debtors in connection with their ongoing
restructuring efforts.

The Debtors propose to pay KPMG UK at these hourly billing rates:


          Position                        Hourly Rate
          --------                        -----------
          Partner                           $950
          Associate Partner and
             Director                       $840
          Associate Director and Senior
             Manager                        $695
          Manager                           $550
          Assistant Manager                 $405
          Senior Associate and
             Associate                      $305

Prior to the Petition Date, KPMG UK received a payment on account
of $300,000 from the Debtors for services to be rendered and for
reimbursement of expenses to be incurred in connection with the
Prior Engagement Letter.  As of the Petition Date, the remaining
amount of the Retainer was $238,750.

To the best of the Debtors' knowledge, KPMG UK (a) has no
connection with the Debtors, their creditors, or other parties in
interest in the Chapter 11 Cases that would negatively impact KPMG
UK's disinterestedness; (b) does not hold any interest materially
adverse to the Debtors' estate; and (c) believes it is a
"disinterested person" as defined by Section 101(14) of the
Bankruptcy Code.

                       About Arcapita Bank

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

Falcon Gas Storage Company, Inc., filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide
Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P.
(n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of
NorTex from Falcon Gas for $515 million.  Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

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

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.

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

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

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

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


ARCAPITA BANK: Hiring Linklaters as Special Counsel
---------------------------------------------------
Arcapita Bank B.S.C.(c) and certain of its subsidiaries and
affiliates seek U.S. Bankruptcy Court authority to employ
Linklaters LLP as special counsel, nunc pro tunc to the Petition
Date.

Linklaters has acted as counsel to the Debtors and certain of
their portfolio companies in Europe, the Middle East and across
Asia since 2003, primarily in connection with Shari'ah-compliant
investments.

Linklaters' services include advising the Debtors and assisting
the Debtors' general bankruptcy counsel, Gibson, Dunn & Crutcher
LLP in connection with the Debtors' prepetition credit, security
and intercreditor agreements (which are, in the main, governed by
the laws of England and Wales) and providing non-bankruptcy
services and advice to the Debtors in connection with financing,
security and capital structure, and negotiating and drafting
documents with respect to non-U.S. laws, primarily the laws of
England and Wales; advising the Debtors and assisting Gibson Dunn
in relation to issues arising from the impact of the Debtors'
Chapter 11 Cases on its underlying investments in portfolio
companies; and advising the Debtors with respect to non-bankruptcy
matters and assisting Gibson Dunn in formulating and drafting any
disclosure statement accompanying any plan of reorganization.

Linklaters intends to (a) charge for its legal services on an
hourly basis in accordance with its ordinary and customary
hourly rates in effect on the date services are rendered and (b)
seek reimbursement of actual and necessary out-of-pocket expenses
according to its customary reimbursement policies, including
reimbursements for its instruction of Antony Zacaroli QC, an
external U.K. barrister.

For timekeepers in the London office, applicable hourly rates in
the chapter 11 proceedings, subject to periodic adjustments to
reflect economic and other conditions, plus applicable Value Added
Tax, if any, are:

          Partners              GBP670 - GBP775
          Counsels              GBP600
          Managing Associates   GBP510 - GBP570
          Associates            GBP300 - GBP480
          Trainee Solicitors    GBP200 - GBP290
          Paralegals            GBP120 - GBP200

In the one-year period immediately preceding the Petition Date,
Linklaters received payments totaling GBP934,960 -- or $1,495,936
-- on account of services rendered and expenses incurred by
Linklaters in connection with its representation of the Debtors.
The Prepetition Payments do not include GBP289,880 -- or $463,808
-- of fees and expenses incurred by Linklaters in connection with
its representation of the Debtors that, subject to its retention
to act as Debtors' special counsel in the Chapter 11 Cases,
Linklaters has voluntarily written off and with respect to which
Linklaters will not seek recompense.

With the Debtors' consent, Linklaters has been engaged to provide
advice to these non-Debtor affiliates:

     -- Honiton Energy Caymans Limited in connection with general
corporate advice in matters including, but not limited to,
shareholder and lender relationships and an ongoing group
reorganization involving asset sales, amendments to corporate
documents and the negotiation of employment contracts.  In limited
circumstances, Linklaters has advised Honiton on the impact of
these Chapter 11 Cases on certain of its transactional documents;

     -- Freightliner Group Limited and Railway Investments Limited
in connection with a dispute with its joint venture partner over
whether the joint venture partner can enforce a buyout provision
in the joint venture partnership agreement. Further, Linklaters is
advising FGL regarding these Chapter 11 Cases as they relate to an
ongoing sales process under English law;

     -- Viridian Group Investments Limited and Viridian Group
Holdings Limited in connection with general corporate advice on an
ongoing basis, including with respect to various financing
options; and

     -- P3 (f/k/a PointPark Properties Sp. z o.o., together with
Point Park Properties s.r.o.), a portfolio company, with regards
to ongoing advice in connection with the acquisition and
management of industrial development projects, including the
drafting of leases and construction contracts, obtaining financing
and matters related to corporate governance in Poland.  Linklaters
is advising P3 regarding the Chapter 11 Cases as they relate to
P3's ongoing financing and development projects.

Richard Good, Esq. -- richard.good@linklaters.com -- a partner at
Linklaters, attests Linklaters does not represent or hold any
interest adverse to the Debtors or their estates with respect to
the matters as to which Linklaters is to be employed.

The Official Committee of Unsecured Creditors raised concerns over
the Linklaters retention with respect to potential duplication of
services.  The Committee said Linklaters should not be authorized
to charge the Debtors' estates for services it may perform
directly for non-Debtor portfolio companies (as opposed to giving
advice to the Debtors in connection with their investments).

Even if Linklaters' policy of charging its clients the fees and
expenses of barristers instructed by it is consistent with U.K.
practice, the Debtors should formally and separately retain Mr.
Zacaroli, who is not a member of Linklaters.  As such, Mr.
Zacaroli must independently show that he meets the requirements
for being retained as special counsel to the Debtors, including
the "no adverse interest" standard of Section 327(e) of the
Bankruptcy Code.

Subject to Linklaters satisfactorily addressing those concerns,
the Committee will not object to the Court granting the Linklaters
retention.

                       About Arcapita Bank

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

Falcon Gas Storage Company, Inc., filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas is an
indirect wholly owned subsidiary of Arcapita that previously owned
the natural gas storage business NorTex Gas Storage Company LLC.
In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide
Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P.
(n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of
NorTex from Falcon Gas for $515 million.  Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

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

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.

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

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

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

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


APPALACHIAN FUELS: Court Rules on GATX Suit Against Addingtons
--------------------------------------------------------------
District Judge David L. Bunning dismissed GATX Corporation's
claims against Stephen and Robert Addington, the co-trustees of
the Larry Addington Irrevocable Trust f/b/o Maxwell Addington, and
denied GATX's request to amend its complaint to include additional
claims against the co-trustees.  A copy of the Court's May 9, 2012
Memorandum Opinion and Order is available at http://is.gd/rXoIm0
from Leagle.com.

GATX CORPORATION, Plaintiff, v. LARRY ADDINGTON, et al.,
Defendants, Civil Action No. 11-122-DLB (E.D. Ky.), stems from the
2009 case of GATX Corporation v. Appalachian Fuels, LLC, et al.
(0:09-cv-41-DLB), where the District Court entered a $2,900,000
Agreed Judgment against Larry Addington.  In the 2011 action, GATX
alleges that Larry Addington anticipated he would be held liable
for a substantial sum of money in the 2009 case, and that he
fraudulently conveyed his real and personal property to the Larry
Addington Irrevocable Trust for the Benefit of Maxwell Addington
to place assets out of GATX's reach.  GATX also alleges that
Stephen and Robert Addington, both individually and in their
capacity as Co-Trustees of the Irrevocable Trust, were involved in
the fraudulent conveyances, rendering them liable under various
Kentucky statutory and common law theories.

GATX served as the lessor of coal mining equipment to Appalachian
Fuels pursuant to various Master Lease Agreements executed in 2005
and 2006.  Appalachian Fuels is a limited liability corporation
organized and existing under the laws of the Commonwealth of
Kentucky.  It is wholly owned by Energy Coal Resources Inc. -- ECR
-- another Kentucky corporation.  Larry owns a 30% share in ECR.

Larry Addington filed a personal Chapter 11 bankruptcy petition
(Bankr. E.D. Ky. Case No. 12-10029) on Jan. 26, 2012.

                      About Appalachian Fuels

Ashland, Kentucky-based Appalachian Fuels, LLC, a coal mining
company, produces and sells coal for electric utilities and coking
coal plants.  It has surface mines and underground mining
operations in eastern Kentucky and West Virginia.  Appalachian
Fuels operates as a subsidiary of Energy Coal Resources, Inc.

An involuntary petition for liquidation under Chapter 7 was filed
against Appalachian Fuels (Bankr. E.D. Ky. 09-10343) on June 11,
2009.  On June 29, 2009, the Bankruptcy Court converted the
Debtor's Chapter 7 bankruptcy to a Chapter 11.

Some of Appalachian Fuels' affiliates filed Chapter 11 petitions
and on July 17, 2009, the Court ordered that the Debtor's Chapter
11 bankruptcy be jointly administered with the bankruptcies of its
affiliates.  The cases being jointly administered with Appalachian
Fuels include: Appalachian Holding Company, Inc. (Case No. 09-
10372); Appalachian Premium Fuels, LLC (Case No. 09-10373);
Appalachian Environmental, LLC (Case No. 09-10374); Kanawha
Development Corporation (Case No. 09-10375); Appalachian Coal
Holdings, Inc. (Case No. 09-10405); and Southern Eagle Energy, LLC
(Case No. 09-10406).

On July 14, 2009, the Court appointed the Official Committee of
Unsecured Creditors.


ATLANTIC & PACIFIC: NJ Landlord Fails in Bid to Nix Pathmark Lease
------------------------------------------------------------------
District Judge Cathy Seibel affirmed a bankruptcy court ruling
that allowed The Great Atlantic & Pacific Tea Company, Inc., to
assume a Pathmark Store lease at Allaire Village Plaza in Wall
Township, New Jersey.

The landlord, Androse Associates of Allaire LLC, had offered to
pay the Debtors $1.25 million just to terminate the lease.  The
Debtors had suspended operations at the Pathmark store subject to
the lease.

The landlord said "the real reason" the Debtors assumed the Lease
was because they could not give sufficient notice to their DIP
Facility lender by the deadline by which the Debtors agreed that
they would reject leases.  The landlord argued that the Debtors'
business judgment analysis in seeking to assume the Lease was
flawed because (1) the store is dark and thus cannot be profitable
to the bankruptcy estate, and (2) the Debtors did not introduce
sufficient evidence of the value of the Lease to the estate or the
extent to which the Lease could be monetized.

The landlord challenged the bankruptcy judge's ruling, saying the
bankruptcy court applied its own business judgment, rather than
the Debtors' business judgment, by introducing "a speculative
argument concerning which party stood to gain the most leverage
from assumption and conclud[ing] that the [Debtors] could extract
greater value for the lease by spending $700,000 per year to
maintain a dark non-operating store -- an argument not even raised
by the [Debtors]."

District Judge Seibel said she did not find any clear factual
error in the Bankruptcy Court's conclusion that the decision to
assume the Lease was supported by the Debtors' sound business
judgment.  The District Court noted that Bankruptcy Judge Robert
D. Drain, which handled the Debtors' cases, considered the
Debtors' representations that, along with their advisors, they
completed a thorough review of various leases to determine whether
assuming the Lease was in the best interest of the estate.
Further, the unsecured creditors' committee -- the group of
creditors with the most to lose in a bankruptcy case -- was
consulted and did not object to the Debtors' decision to assume
the Lease, and the DIP Facility lender also approved.

Pathmark Stores Inc. assumed the Lease when it acquired
Supermarkets General Corporation.  Supermarkets General entered
into the lease in 1986 with Levcom-Allaire Village Associates.
Levcom later assigned the Lease to Androse.

The Lease is for a 25-year term, subject to possible extensions,
at an annual rent of $470,630, exclusive of taxes and common area
maintenance charges.  The Lease contemplated that Pathmark's store
was one of many stores in a "Shopping Center" named "Allaire
Village Plaza."

Great Atlantic & Pacific, which operated an A&P store directly
across the street from Allaire Village Plaza, acquired Pathmark in
2007.

Pathmark operated the Allaire Village Plaza store until sometime
in 2009 when it "went dark" and ceased its operations there,
although it remained the lessee of the property.  In the time
since the Pathmark store went dark, the landlord has contended
with other tenants of Allaire Village Plaza vacating their
locations and asking for rent concessions because the anchor store
has not been operational and thus the shopping center has been
attracting fewer customers.

At the outset of the bankruptcy case, Great Atlantic & Pacific
entered into an $800 million post-petition financing facility to
aid their restructuring efforts.  The Debtors were given until
April 26, 2011, to reject any unexpired non-residential real
property leases under 11 U.S.C. Sec. 365.  Hilco Real Estate LLC,
as real estate advisor, assisted the Debtors in the review of the
Debtors' store portfolio.

After completing the analysis, the Debtors decided to reject 150
"dark store" leases and subleases, and exit or sell 57 other
operating locations.  The Debtors also obtained rent concessions
from certain landlords in efforts to generate roughly $14 million
in savings over the life of certain leases they sought to assume.

The case before the District Court is, ANDROSE ASSOCIATES OF
ALLAIRE, LLC, Appellant, v. THE GREAT ATLANTIC & PACIFIC TEA
COMPANY, INC., et al., Appellees, No. 11-CV-5888 (S.D.N.Y.).

A copy of the District Court's May 8, 2012 Opinion and Order is
available at http://is.gd/1Q6egMfrom Leagle.com.

Scott R. Kipnis, Esq., and Nicholas B. Malito, Esq. --
skipnis@hgg.com and nmalito@hgg.com -- at Hofheimer Gartlir &
Gross, LLP, in New York, represent Androse Associates of Allaire.

                  About Great Atlantic & Pacific

Founded in 1859, Montvale, New Jersey-based Great Atlantic &
Pacific is a supermarket retailer, operating under a variety of
well-known trade names, or "banners" across the mid-Atlantic and
Northeastern United States.

A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case No. 10-24549) on Dec. 12, 2010, in White Plains, New York.
Before filing for bankruptcy in 2010, A&P operated 429 stores in 8
states and the District of Columbia under the following trade
names: A&P, Waldbaum's, Pathmark, Pathmark Sav-a-Center, Best
Cellars, The Food Emporium, Super Foodmart, Super Fresh and Food
Basics.  A&P had 41,000 employees prior to the bankruptcy filing.

In its petition, A&P reported total assets of $2.5 billion and
liabilities of $3.2 billion as of Sept. 11, 2010.

Paul M. Basta, Esq., James H.M. Sprayregen, Esq., and Ray C.
Schrock, Esq., at Kirkland & Ellis, LLP, in New York, and James J.
Mazza, Jr., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
serve as counsel to the Debtors.  Kurtzman Carson Consultants LLC
is the claims and notice agent.  Lazard Freres & Co. LLC is the
financial advisor.  Huron Consulting Group is the management
consultant.  Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and
Abhilash M. Raval, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represent the Official Committee of Unsecured Creditors.

A&P sold 12 Super-Fresh stores in the Baltimore-Washington area
for $37.83 million, plus the value of inventory.  Thirteen other
locations didn't attract buyers at auction and were closed mid-
July 2011.

The Bankruptcy Court entered an order Feb. 27, 2012, confirming
the First Amended Joint Plan of Reorganization filed Feb. 17,
2012.  A&P consummated its financial restructuring and emerged
from Chapter 11 as a privately held company in March 2012.

Mount Kellett Capital Management LP, The Yucaipa Companies LLC and
investment funds managed by Goldman Sachs Asset Management, L.P.,
provided $490 million in debt and equity financing to sponsor
A&P's reorganization plan and complete its balance sheet
restructuring.  JP Morgan and Credit Suisse arranged a $645
million exit financing facility.


AURASOUND INC: Weisshaupt Resigns; Tetzlaff Tapped as Interim CEO
-----------------------------------------------------------------
Harald Weisshaupt resigned as Chief Executive Officer, President
and Chief Financial Officer and as a director of Aurasound, Inc.,
effective May 3, 2012.  Mr. Weisshaupt agreed to make himself
reasonably available to assist the Company in the transition of
his job duties for a 30-day period after his date of resignation
in exchange for which he will receive from the Company 6-months
severance and benefits.

On May 3, 2012, the board of directors of the Company appointed
Mr. Robert Tetzlaff, who is, and since 2010 has been, a director
of the Company and who is, and since April 2012 has been, the
Chairman of the Board, as interim Chief Executive Officer of the
Company.

Mr. Tetzlaff, age 60, serves as President of GGEC America, an OEM
audiosystems and electronics manufacturer, a position he has held
since April 2010.  From October 2001 to April 2010, Mr. Tetzlaff
served as a Vice President and Business Unit Manager with GGEX
America.  Prior to October 2001, Mr. Tetzlaff held various
positions with a number of companies that provided audio systems
or speakers to the automotive industry.  Mr. Tetzlaff graduated
from the University of Illinois with a degree in Electrical
Engineering Technology.  There are no family relationships known
to the Company between Mr. Tetzlaff and any other officers or
directors of the Company.  Mr. Tetzlaff was originally appointed
to the board of directors in 2010 in connection with the GGEC
Transaction.

On July 10, 2010, the Company entered into and consummated a
Securities Purchase Agreement with GGEC America and its parent
GGEC, pursuant to which the Company sold and issued to GGEC
America:

   (i) 6,000,000 unregistered shares of common stock, which,
       following the consummation of the Securities Purchase
       Agreement, constituted approximately 55% of the Company's
       issued and outstanding shares of common stock;

  (ii) a 5 year warrant to purchase 6,000,000 shares of common
       stock at an exercise price of $1.00 per share; and

(iii) a 3 year warrant to purchase 1,817,265 shares of common
       stock at an exercise price of $0.75 per share; for an
       aggregate purchase price of $3,000,000.

GGEC America paid the purchase price for the shares and warrants
by cancelling $3,000,000 of indebtedness owed by the Company to
GGEC America and GGEC.  In addition, pursuant to the Securities
Purchase Agreement, the Company issued 3 year warrants to GGEC
America to purchase a total of 60,000 shares of common stock at an
exercise price of $0.75 per share.  The foregoing warrants issued
to GGEC America are exercisable for cash only.

On July 30, 2010, the Company and GGEC entered into a
Manufacturing Agreement which superseded and replaced the
Manufacturing Agreement between the Company and GGEC dated
Dec. 12, 2007.  Pursuant to the Manufacturing Agreement, the
Company granted to GGEC the right to manufacture and package the
Company's products and to transfer this right to its affiliates.
GGEC agreed that any new inventions or related products or
processes developed by GGEC under the Company's intellectual
property and know-how will be the property of the Company.  For
the manufacturing services performed pursuant to the Manufacturing
Agreement, the Company agreed to pay GGEC the cost of all
materials required to build the products, labor charges, finance
charges, selling, general and administrative expenses, spoilage
charges and an amount of profit.  The Company also agreed to pay
the costs of shipping the products and tooling charges for the
improvement of products or for the development of new products.
GGEC agreed to provide an office to host the Company's engineering
and support team.  GGEC has also agreed to provide the use of its
audio testing facilities at no charge to the Company.  The Company
and GGEC also agreed to develop new products that will be
manufactured by GGEC and sold by the Company.

On May 3, 2012, the board of directors of the Company appointed
Mr. Aman Singha, who is, and since 2010 has been, the Company's
Chief Administrative Officer and Secretary, as President of the
Company.  Mr. Singha, age 41, brings 14 years of combined
experience in operations, executive management and strategic
planning at various portfolio companies as well as an attorney
previously in private practice with experience in M&A, venture
capital, public and private offerings and general corporate law.
Mr. Singha also serves as Senior Vice President of Waveland
Capital Group, LLC, a merchant bank located in Southern California
focused on venture financing and energy project financing and is a
member of the board of directors of Sonim Technologies, maker of
rugged mobile phones.  Mr. Singha has also been published in "The
Venture Capital Legal Handbook."  Mr. Singha received a Bachelor
of Arts from Simon Fraser University and a Juris Doctor degree
from New York Law School.  There are no family relationships known
to the Company between Mr. Singha and any other officers or
directors of the Company.

The Company has not yet appointed a new Chief Financial Officer to
replace Mr. Weisshaupt.

                       About AuraSound, Inc.

Santa Ana, Calif-based AuraSound, Inc. (OTC BB: ARUZE) --
http://www.aurasound.com/-- develops, manufactures, and markets
audio products.  AuraSound's products include TV soundbars, high-
drivers for TVs and laptops, subwoofers, and tactile transducers.

Hein & Associates LLP, in Irvine, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern.
During the year ended June 30, 2011, the Company had negative cash
flow from operating activities amounting to $1.91 million and an
accumulated deficit of $36.9 million.

The Company's balance sheet at Dec. 31, 2011, showed $40.8 million
in total assets, $34.6 million in total liabilities, all current,
and $6.14 million in total stockholders' equity.


AVENTINE RENEWABLE: Incurs $22.5 Million Net Loss in Q1
-------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $22.49 million on $200.51 million of
net sales for the three months ended March 31, 2012, compared with
a net loss of $19.26 million on $198.10 million of net sales for
the same period a year ago.

The Company reported a net loss of $43.39 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.46 million
for the ten months ended Dec. 31, 2010.

The Company's balance sheet at March 31, 2012, showed $384.90
million in total assets, $248.91 million in total liabilities and
$135.98 million in total stockholders' equity.

"The downturn in industry wide margins continued throughout the
first quarter as the industry continues to be in an oversupply
situation.  The Company sustained its focus on what we can control
and continues to takes steps to improve our cost profile," said
John Castle, Chief Executive Officer.

Mr. Castle added, "The industry has a well-developed seasonal
pattern of margin expansion from early summer through late fall.
With this in mind, the Company is taking steps to ensure all of
our assets are capable of running if the market reflects this
improvement."

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

                        http://is.gd/RL8QhV

                      About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(OTC BB: AVRW) -- http://www.aventinerei.com/-- markets and
distributes ethanol to many of the leading energy companies in the
U.S.  In addition to producing ethanol, its facilities also
produce several by-products, such as distillers grain, corn gluten
meal and feed, corn germ and grain distillers dried yeast, which
generate revenue and allow the Company to help offset a
significant portion of its corn costs.

The Company and all of its direct and indirect subsidiaries
filed for Chapter 11 on April 7, 2009 (Bankr. D. Del. Lead Case
No. 09-11214).  The Debtors filed their First Amended Joint Plan
of Reorganization under Chapter 11 of the Bankruptcy Code on
Jan. 13, 201.  The Plan was confirmed by order entered by the
Bankruptcy Court on Feb. 24, 2010, and became effective on
March 15, 2010.

                           *     *     *

Aventine carries 'CCC+' issuer credit ratings, with negative
outlook, from Standard & Poor's.  Aventine carries a 'Caa1'
probability of default rating, with stable outlook, from Moody's.

In December 2011, when S&P issued the downgrade, it said, "The
downgrade reflects problems the company has encountered in
attempting to start its new facilities, and the risk of additional
delays and cost overruns.  It also reflects the commodity basis
differentials its operating plants have experienced in 2011 that
have compressed margins, especially in the second quarter of 2011
when index-based crush spreads were weak. Although performance
has improved slightly since then, we believe liquidity may come
under stress and that covenant violations are possible in 2012
unless operations and realized margins improve."


BEL AIR RACING: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bel Air Racing Group, Inc.
        aka Milan Dragway
            Dragways, Inc.
        P.O. Box 3186
        Centerline, MI 48015

Bankruptcy Case No.: 12-51530

Chapter 11 Petition Date: May 8, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Robert A. Peurach, Esq.
                  DAKMAK PEURACH, P.C.
                  615 Griswold, Suite 600
                  Detroit, MI 48226
                  Tel: (313) 964-0800
                  E-mail: rpeurach@gdakmak.com

Scheduled Assets: $2,198,451

Scheduled Liabilities: $2,203,157

A copy of the Company's list of its seven largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/mieb12-51530.pdf

The petition was signed by William Kapolka, president.


BIOCORAL INC: Delays Form 10-Q for First Quarter
------------------------------------------------
Biocoral, Inc., said it is not able to complete the preparation,
review and filing of its quarterly report on Form 10-Q for the
quarterly period ended March 31, 2012, within the prescribed time
period without unreasonable effort and expense.

                        About Biocoral, Inc.

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

Biocoral reported a net loss of $920,103 in 2011, compared with a
net loss of $703,272 in 2010.

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

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



BION ENVIRONMENTAL: Has $5.8-Mil. Net Loss for 3 Quarters
---------------------------------------------------------
Bion Environmental Technologies, Inc., said in a regulatory filing
it has not generated revenues and has incurred net losses
(including significant non-cash expenses) of roughly $6,998,000
and $2,976,000 during the years ended June 30, 2011 and 2010,
respectively, and a net loss of roughly $5,831,000 for the nine
months ended March 31, 2012.  At March 31, 2012, the Company has a
working capital deficit and a stockholders' deficit of roughly
$383,000 and $814,000 respectively.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

During the year ended June 30, 2011, the Company sold 14,150
shares of the Company's Series C Preferred shares at $100 per
share, which resulted in net proceeds to the Company of
$1,231,050, and the Company sold 311,746 shares of its common
stock for net proceeds of $813,200.  Also during the year ended
June 30, 2011, the Company sold 306,000 units at $2.50 per unit,
and received proceeds of $765,000.  The sales include 60,000 units
to each of Mark A. Smith and Dominic Bassani, the Company's
President and Chief Executive Officer, respectively.

Each unit consisted of one share of the Company's restricted
common stock and one warrant to purchase half of a share of the
Company's restricted common stock at $3.00 per share until
December 31, 2016.  During the nine months ended March 31, 2012,
the Company has sold an additional 110,000 2011 UNITS for proceeds
of $275,000.

In addition, during the nine months ended March 31, 2012, the
Company sold 140,000 units under a new offering at $2.50 per unit,
and received proceeds of $350,000.  Each 2012 UNIT consisted of
one share of the Company's restricted common stock and one warrant
to purchase half of a share of the Company's restricted common
stock at $3.10 per share until Dec. 31, 2014.

The Company said it continues to explore sources of additional
financing to satisfy its current operating requirements.  While
the Company currently does not face a severe working capital
shortage, it is not currently generating any revenues.

The Company also said it will need to obtain additional capital to
fund its operations and technology development, to satisfy
existing creditors, to develop projects and to finish construction
and operate the Kreider Farm facilities.  The Company anticipates
that it will seek to raise from $5,000,000 to $50,000,000 or more
(debt and equity) during the next 12 months.  There is no
assurance, especially in the extremely unsettled capital markets
that presently exist, that the Company will be able to obtain the
funds that it needs to stay in business, complete its technology
development or to successfully develop its business.

The Company also said there can be no assurance that funds
required during the next 12 months or thereafter will be generated
from operations or that those funds will be available from
external sources such as debt or equity financings or other
potential sources.  The lack of additional capital resulting from
the inability to generate cash flow from operations or to raise
capital from external sources would force the Company to
substantially curtail or cease operations and would, therefore,
have a material adverse effect on its business. Further, there can
be no assurance that any such required funds, if available, will
be available on attractive terms or that they will not have a
significantly dilutive effect on the Company's existing
shareholders.

As of March 31, 2012, Bion had total assets of $8,528,685, total
liabilities of $9,214,838 and total deficit of $728,678.

A copy of the Company's Form 10-Q report for the nine months ended
March 31, 2012, filed with the Securities and Exchange Commission
is available at http://is.gd/w7Cobk

                     About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).


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

Polsinelli's hourly rates range from $275 to $500 per hour for
shareholders, from $210 to $300 per hour for associates and senior
counsel and from $110 to $190 per hour for paraprofessionals.
Polsinelli received a $200,000 retainer from the Debtor.

                      About Blue Springs Ford

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

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

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


BLUE SPRINGS: Court Approves $8MM Revolving Credit From Ford
------------------------------------------------------------
Blue Springs Ford Sales Inc. sought and obtained final approval
from the U.S. Bankruptcy Court to:

     -- obtain postpetition financing in the aggregate amount
        not to exceed $8,000,000 from Ford Motor Credit Company
        for ongoing working capital, general corporate and other
        financing needs;

     -- use cash collateral securing prepetition obligations to
        Ford Credit and provide Ford Credit adequate protection;
        and

     -- pay certain fees and expenses to Ford Credit.

Without financing from FMCC under the DIP Financing Agreement and
the ability to use Cash Collateral, the Debtor said it may not
have sufficient alternative available sources of working capital
to remain in business.

Prior to the Petition Date, FMCC provided a wholesale line of
credit and other financial accommodations to the Debtor.  Under
the Pre-Petition Financing Agreement, FMCC made advances to or on
behalf of the Debtor to finance new and used vehicles and other
merchandise.

The Debtor had outstanding secured debt obligations to FMCC in the
aggregate principal amount of $8 million, arising under the Pre-
Petition Financing Agreement.  In addition, the Debtor will be
obligated to FMCC for certain post-petition extensions of credit.

The Pre-Petition Obligations are secured by first priority liens
on and continuing security interests in all the property described
in the Pre-Petition Financing Agreement.  The Debtor is not in
default under the Pre-Petition Financing Agreement.

As an authorized Ford dealer, the Debtor's financing of
Merchandise is done entirely through FMCC.  The wholesale line of
credit available to the Debtor through FMCC currently provides the
Debtor access to as much as $8 million in revolving credit on
terms and conditions that the Debtor could not obtain from other
sources.

The credit facility permits the Debtor to continually replenish
its floor plan inventory, following the sale of such inventory,
through advances made to or for the benefit of the Debtor.  For
the Debtor to continue to operate, it is critical that it
maintains on a post-petition basis the floor plan financing
afforded to it by FMCC on substantially identical terms as
provided for under the Pre-Petition Financing Agreement in order
that the Debtor may continue to operate as an authorized Ford
dealer and ensure its ability to purchase and sell Ford vehicles.

The Debtor noted that its need to seek Chapter 11 relief was not
due to poor operating performance, but rather was due to the
imminent threat of execution by a single disputed judgment
creditor against the Debtor's assets, which was certain to
severely disrupt the Debtor's operations.

As soon as the Debtor determined that it had no choice but to seek
relief under the Bankruptcy Code, it contacted FMCC and engaged in
substantive discussions concerning the terms and conditions of
post-petition financing.

The currently proposed structure of the DIP Financing Agreement
would provide the Debtor with a wholesale line of credit up to the
same approximate amount and upon the same terms and conditions of
the Pre-Petition Financing Agreement.

                    About Blue Springs Ford

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

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

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


BOULDER HEIGHTS: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Boulder Heights Owner, LLC
        445 Park Avenue, 9th Floor
        New York, NY 10022

Bankruptcy Case No.: 12-11958

Chapter 11 Petition Date: May 9, 2012

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

Judge: Sean H. Lane

Debtor's Counsel: Gabriel Del Virginia, Esq.
                  LAW OFFICES OF GABRIEL DEL VIRGINIA
                  488 Madison Avenue, 19th Floor
                  New York, NY 10022
                  Tel: (212) 371-5478
                  Fax: (212) 371-0460
                  E-mail: gabriel.delvirginia@verizon.net

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

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

A copy of the Company's list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nysb12-11958.pdf

The petition was signed by Daniel Gordon, manager.


BUFFETS INC: California FTB Allowed to Respond to Appeal on Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation modifying the automatic stay and authorizing
California Franchise Tax Board to respond to Buffets Restaurants
Holdings, Inc., et al.'s appeal, including without limitation by
filing a brief in opposition to the appeal and participating in
oral argument.

On April 13, 2009, the Debtors commenced Adversary Proceeding
against FTB in the First Bankruptcy Case by filing a complaint
that objected to FTB's claims and requested that the Court
determine the Debtors' California franchise tax liabilities, if
any, to FTB under Section 505 of the Bankruptcy Code.

Both parties subsequently moved for summary judgment in the
Adversary Proceeding.  On Aug. 15, 2011, the Court issued a
memorandum opinion and order granting, in part, FTB's motion for
summary judgment.

On Aug. 26, 2011, the Debtors appealed the Summary Judgment Order
to the U.S. District Court for the District of Delaware,
commencing Civil Action.

Thereafter, on Jan. 18, 2012, the Debtors and certain affiliates
commenced the Second Bankruptcy Case.

FTB filed claims in the Second Bankruptcy Case that include the
unpaid amounts that FTB claimed in the First Bankruptcy Case.  The
Debtors filed their opening brief in support of their appeal.

Pursuant to the stipulation:

   1. modifying the automatic stay will not prejudice the Debtors
      or their creditors;

   2. FTB will be prejudiced if the automatic stay is not modified
      and the resolution of the Debtors' Appeal and FTB's ultimate
      recovery on its claims are further postponed; and

   3. FTB prevailed before the Court on summary judgment in the
      first instance, FTB plainly has a reasonable chance at
      success on the merits in the Debtors' Appeal.

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

                        About Buffets Inc.

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

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

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

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

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

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

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

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

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


CAESARS ENTERTAINMENT: Incurs $281.1 Million Net Loss in Q1
-----------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $281.10 million on $2.27 billion of net
revenues for the quarter ended March 31 2012, compared with a net
loss of $144.80 million on $2.17 billion of net revenues for the
same period a year ago.

The Company's balance sheet at March 31, 2012, showed $28.40
billion in total assets, $27.56 billion in total liabilities and
$849.20 million in total equity.

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

                        http://is.gd/nj0pDd

                   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.

                           *     *     *

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.


CALIFORNIA GREEN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: California Green Designs, Inc.
        18226 Ventura Boulevard, Suite 103
        Tarzana, CA 91356

Bankruptcy Case No.: 12-14341

Chapter 11 Petition Date: May 9, 2012

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtor's Counsel: Robert D. Bass, Esq.
                  GREENBERG & BASS LLP
                  16000 Ventura Blvd Ste 1000
                  Encino, CA 91436
                  Tel: (818) 382-6200
                  Fax: (818) 986-6534
                  E-mail: rbass@greenbass.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/cacb12-14341.pdf

The petition was signed by Sevan Varteressian, president and CEO.


CANO PETROLEUM: Has Deal With U.S. on Claims Filing Deadlines
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
signed an agreed order permitting the United States to file proofs
of claim against Cano Petroleum, Inc., et al.

The Court ordered that:

   1. The United States may timely file its proofs of claim for
      prepetition claims in the bankruptcy by:

      i. Sept. 4, 2012, with respect to its general unsecured
         claims, and;

     ii. June 28, 2012, with respect to its secured claims and
         other prepetition claims, including royalty claims,
         requiring full payment;

   2. If the Debtors have not completed all of the reporting
      requirements under their oil and gas leases with the United
      States, as determined by the Department of the Interior, by
      May 29:

      i. the United States is entitled to move the Court, at any
         time after May 29, for an order extending the Full
         Payment Bar Date to 30 days after the Debtors' completion
         of the Reporting Requirements, and;

     ii. The Debtors waive any and all right to oppose, or
         otherwise object to, the United States' request for an
         extension based on the Debtors' failure to complete the
         reporting requirements.

                       About Cano Petroleum

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

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

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

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

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


CARNEGIE PIZZA: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Carnegie Pizza, LLC
        1520 Macdonald Ranch Drive
        Henderson, NV 89012

Bankruptcy Case No.: 12-15525

Chapter 11 Petition Date: May 9, 2012

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

Judge: Bruce A. Markell

Debtor's Counsel: Steven L. Yarmy, Esq.
                  520 S. Sixth Street
                  Las Vegas, NV 89101
                  Tel: (702) 586-3513
                  Fax: (702) 586-3690
                  E-mail: sly@stevenyarmylaw.com

Scheduled Assets: $1,450,000

Scheduled Liabilities: $4,400,000

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nvb12-15525.pdf

The petition was signed by Carmine Vento, managing member.


CB HOLDING: Says Review of Plan Confirmation is Inappropriate
-------------------------------------------------------------
CB Holding Corp., et al., and the Official Committee of Unsecured
Creditors filed with the U.S. Bankruptcy Court for the District of
Delaware their response to the U.S. Trustee's motion for
reconsideration of the order confirming the Debtors' First Amended
Plan of Liquidation.

As reported in the Troubled Company Reporter on Feb. 29, 2012,
Bankruptcy Judge Mary F. Walrath approved the Chapter 11 plan of
CB Holding Corp.

The disclosure statement says secured creditors with $73 million
in claims will have an estimated 20% to 23% recovery on their
claims and general unsecured creditors with claims aggregating
$120 million will recover 0.01% to 1.1%.

The plan was unanimously supported by the two classes of secured
creditors.  But only 41% in amount of unsecured claims voted in
favor of the plan, notwithstanding the Official Committee of
Unsecured Creditors' recommendation that the class support the
plan.  Notwithstanding the "no" votes, the Debtor obtained
approval of the plan via the cramdown process.

Copies of the Plan and Disclosure Statement dated Jan. 4, 2012,
are available for free at:

       http://bankrupt.com/misc/CBHOLDING_PlanDSJan4.pdf

According to the Debtor and the Committee, the motion does not
address the requirements of the rules, and argues that
"[r]econsideration is appropriate in the case both to correct
manifest errors of law and fact and to present evidence that was
not available at the confirmation hearing."

Roberta A. DeAngelis, the U.S. Trustee, in her objection, said
that, the Court's decision constituted a manifest error of law
that is ripe for reconsideration.  In addition, material
statements of fact made at the Confirmation Hearing by the
Debtors' witness and counsel were inaccurate based on evidence
discovered by the U.S. Trustee subsequent to the Confirmation
Hearing.

                         About CB Holding

New York-based CB Holding Corp. operated 20 Charlie Brown's
Steakhouse, 12 Bugaboo Creek Steak House, and seven The Office
Beer Bar and Grill restaurants when it filed for bankruptcy
protection.  The Company closed 47 locations before filing for
Chapter 11.

CB Holding and its affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 10-13683) on Nov. 17, 2010.

After filing for Chapter 11, CB Holding sold 20 Charlie Brown's
locations for $9.5 million.  The 12 remaining Bugaboo Creek stores
realized $10.05 million while the seven The Office Restaurants
produced $4.675 million.

Joel H. Leviton, Esq., Stephen J. Gordon, Esq., Richard A.
Stieglitz Jr., Esq., and Maya Peleg, Esq., at Cahill Gordon &
Reindel LLP, in New York; and Mark D. Collins, Esq., Christopher
M. Samis, Esq., and Tyler D. Semmelman, Esq., at Richards, Layton
& Finger, P.A., in Wilmington, Delaware, assist the Debtors in
their restructuring effort.  The Garden City Group, Inc., is the
Debtors' notice, claims and solicitation agent.

Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Los Angeles; and Bradford J. Sandler, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, represent the
Official Committee of Unsecured Creditors.

CB Holding estimated its assets at $100 million to $500 million
and debts at $50 million to $100 million.  At the outset of the
Chapter 11 case, the lenders were owed $70.2 million.

The Debtor completed sales of the three branches of the business
between April and July, generating $20 million after payment of
costs to run the Chapter 11 process.


CDC CORP: Court to Consider Non-Debtor Assets Sale on May 15
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
will convene a hearing on May 15, 2012, at 11:30 a.m., to consider
CDC Corporation's motion to sell non-debtor assets.

The Debtor proposes a sale of assets by OST International
Corporation pursuant to the Asset Purchase Agreement, the salient
terms of which are:

Seller:                OST International Corporation, a wholly
                       owned subsidiary of CDC Business Solutions
                       II, Inc., which is a wholly owned
                       subsidiary of CDC Business Solutions, Inc.

Buyer:                 3RC-OST L.L.C.

Purchased Assets:      Acquired Contracts, Acquired Personnel,
                       receivables, prepaid expenses, furniture
                       and equipment at the Premises, the name OST
                       International and OSTI, all domain names,
                       all resume and candidate databases, all
                       client lists, all logos and trademarks, all
                       job board descriptions, copies of all books
                       and records, right to telephone numbers and
                       fax numbers, and rights certain identified
                       bank accounts.

Purchase Price:        $600,000

Working Capital:       Seller must have Working Capital of
                       $900,000 as of the Measurement Date; if
                       there is less than $900,000, the Purchase
                       Price will be reduced on a dollar for
                       dollar basis.

Closing Date:          Subject to satisfaction or waiver of any
                       closing conditions, May 16.

Termination:           The APA may be terminated by either party
                       if the Closing does not occur on or before
                       the date that is 45 days after May 2.

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

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

According to the Debtors' case docket, the Debtor also proposed to
sell non-debtor assets consisting of the Debtor's indirect
interest in Vis.Align, Inc., and its indirect interest in DB
Professionals, Inc.  The proposal will also be considered May 15.

                          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.


CHARLIE MCGLAMRY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Charlie N. McGlamry
        105 Orchard Lane
        Centerville, GA 31028

Bankruptcy Case No.: 12-51197

Chapter 11 Petition Date: May 9, 2012

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Macon)

Judge: James P. Smith

Debtor's Counsel: Anna M. Humnicky, Esq.
                  COHEN POLLOCK MERLIN & SMALL, P.C.
                  3350 Riverwood Parkway, Suite 1600
                  Atlanta, GA 30339
                  Tel: (770) 857-4770
                  Fax: (770) 857-4771
                  E-mail: ahumnicky@cpmas.com

                         - and ?

                  Garrett H. Nye, Esq.
                  COHEN POLLOCK MERLIN & SMALL, P.C.
                  3350 Riverwood Parkway, Suite 1600
                  Atlanta, GA 30339
                  Tel: (770) 857-4790
                  Fax: (770) 763-3168
                  E-mail: gnye@cpmas.com

                         - and ?

                  Gus H. Small, Esq.
                  COHEN POLLOCK MERLIN & SMALL, P.C.
                  3350 Riverwood Parkway, Suite 1600
                  Atlanta, GA 30339
                  Tel: (770) 857-4806
                  Fax: (770) 857-4807
                  E-mail: gsmall@cpmas.com

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

Estimated Debts: $50,000,001 to $100,000,000

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
USA Land Development, Inc.            12-51198
Barrington Hall Development Corp.     12-51199
Bear Branch, LLC                      12-51200
By-Pass/Courthouse, LLC               12-51201
Chinaberry Place, LLC                 12-51202
Eagle Springs, LLC                    12-51203
Elmdale Development, LLC              12-51204
Gurr/Kings Chapel Road, LLC           12-51205
Jaros Development, LLC                12-51206
Lake Joy Development, LLC             12-51207
Old Hawkinsville Road, LLC            12-51208
South Houston Development, LLC        12-51209
The Villages at Nunn Farms, LLC       12-51210
Houston-Peach Investments, LLC        12-51212

The petitions were signed by Charlie N. McGlamry, as sole member.

A. Charlie N. McGlamry's List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Synovus Bank                       Personal Guaranty   $35,085,059
871 Warren Drive
Warner Robins, GA 31088

Wells Fargo Commercial Mort        Personal Guaranty   $18,160,646
Servicing
2010 Corporate Ridge, Suite 1000
McLean, VA 22102

KeyBank Real Estate Capital        Personal Guaranty   $15,845,499
11501 Outlook Street, Suite 300
Leawood, KS 66211

Votorantim Cimentos North          Contract Claim       $4,000,000
America, Inc.
8529 South Park Circle, Suite 320
Orlando, FL 32819

Planters First Bank                Personal Guaranty    $3,700,000
1620 East 16th Avenue
Cordele, GA 31015

State Bank & Trust Company         Personal Guaranty    $3,625,194
3399 Peachtree Road NE, Suite 2050
Atlanta, GA 30326

Colony Bank                        Personal Guaranty    $3,401,956
1290 South Houston Lake Road
Warner Robins, GA 31088

Bank of Perry                      Personal Guaranty    $1,786,888
P.O. Box 830
Perry, GA 31069

BB&T                               Personal Guaranty    $1,349,213
3001 Watson Boulevard
Warner Robins, GA 31093

Ag Georgia Farm Credit             Various Tracts       $1,000,000
P.O. Box 1820
Perry, GA 31069

Addison Harris III                 Personal Guaranty      $808,495
9020 Northside Drive
Perry, GA 31069

Certus Bank                        Personal Guaranty      $599,005
1170 Peachtree Street, NE, Suite 2350
Atlanta, GA 30309

SunMark Bank                       Personal Guaranty      $104,208

Houston County Tax Commissioner    Property Tax            $30,969

City of Warner Robins              Property Tax            $13,155

Castaway Storage                   Trade Debt               $7,573

Integrated Control                 Trade Debt               $7,444

Roy Willet                         Trade Debt               $5,065

Warner Robins Supply               Trade Debt               $2,860

Cabinet Depot                      Trade Debt               $2,000


B. Barrington Hall Development's List of Its Four Largest
Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Synovus Bank                       Guaranteed Debt     $38,000,000
871 Warren Drive
Warner Robins, GA 31088

Ag Georgia Farm Credit             Bank Loan            $1,000,000
P.O. Box 1820
Perry, GA 31069

Houston County Tax Commissioner    Property Taxes          $62,384
P.O. Box 7799
Warner Robins, GA 31095

City of Perry Tax Department       Taxes                   $12,771

C. Houston-Peach Investments' List of Its Two Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
State Bank & Trust                 Bank Loan              $914,212
3399 Peachtree Road, Suite 2050
Atlanta, GA 30326

Peach County Tax Commissioner      Property Taxes          $35,147
P.O. Box 931
Fort Valley, GA 31030

D. USA Land Development's List of Its 11 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Synovus Bank                       Land                 $1,877,797
871 Warren Drive
Warner Robins, GA 31088

Synovus Bank                       Land                 $1,453,258
871 Warren Drive
Warner Robins, GA 31088

Seyfarth Shaw LLP                  Attorney Fees          $138,309
3807 Collections Center Drive
Chicago, IL 60693

SDH Design Solutions               Trade Debt              $90,000

Weener & Nathan LLP                Trade Debt              $65,031

Houston County Tax Commissioner    Property Tax            $36,330

Waddle & Company                   Trade Debt              $21,855

William Terrell Taylor             Trade Debt              $18,161

City of Perry                      Property Tax            $10,842

City of Warner Robins              Property Tax             $7,579

Saunders Engineering               Trade Debt                 $520


CHARLIE MCGLAMRY: Schedules Filing Deadline Extended to June 13
---------------------------------------------------------------
Charlie N. McGlamry and his affiliated debtors won a June 13
extension for filing schedules of assets and liabilities, and
statements of financial affairs.

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 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).  Judge James
P. Smith oversees the case.

Cohen Pollock Merlin & Small, PC, serves as the Debtors' Chapter
11 counsel.  Nichols, Cauley & Associates, LLC, serves as their
accountant.

Mr. McGlamry, as sole shareholder or member, signed Chapter 11
petitions for USA Land Development (Case No. 12-51198); Barrington
Hall Development Corp. (12-51199); Bear Branch LLC; By-
Pass/Courthouse LLC (12-51201); Chinaberry Place, LLC (12-51202);
Eagle Springs LLC (12-51203); Elmdale Development, LLC (12-51204);
Gurr/Kings Chapel Road, LLC (12-51205); Jaros Development LLC
(12-51206); Lake Joy Development, LLC (12-51207); Old Hawkinsville
Road, LLC (12-51208); South Houston Development, LLC (12-51209);
The Villages at Nunn Farms, LLC (12-51210); and Houston-Peach
Investments LLC (12-51212).

Mr. McGlamry estimated up to $50 million in assets and up to
$100 million in liabilities in his Chapter 11 filing.  The Debtors
tapped Cohen Pollock Merlin & Small, PC, as bankruptcy counsel.


CHARLIE MCGLAMRY: Sec. 341(a) Creditors' Meeting Set for June 18
----------------------------------------------------------------
The U.S. Trustee for the Middle District of Georgia in Macon,
Georgia, will convene a Meeting of Creditors pursuant to 11 U.S.C.
Sec. 341(a) in the Chapter 11 cases of Charlie N. McGlamry and his
bankrupt companies on June 18, 2012, at 10:00 a.m. at Macon 341(a)
Meeting Room.

Last day to oppose discharge or dischargeability is Aug. 17, 2012.

Proofs of claim str due by Sept. 17, 2012.  Financial management
course is due Aug. 17, 2012.

                     About Charlie N. McGlamry

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 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).  Judge James
P. Smith oversees the case.

Cohen Pollock Merlin & Small, PC, serves as the Debtors' Chapter
11 counsel.  Nichols, Cauley & Associates, LLC, serves as their
accountant.

Mr. McGlamry, as sole shareholder or member, signed Chapter 11
petitions for USA Land Development (Case No. 12-51198); Barrington
Hall Development Corp. (12-51199); Bear Branch LLC; By-
Pass/Courthouse LLC (12-51201); Chinaberry Place, LLC (12-51202);
Eagle Springs LLC (12-51203); Elmdale Development, LLC (12-51204);
Gurr/Kings Chapel Road, LLC (12-51205); Jaros Development LLC
(12-51206); Lake Joy Development, LLC (12-51207); Old Hawkinsville
Road, LLC (12-51208); South Houston Development, LLC (12-51209);
The Villages at Nunn Farms, LLC (12-51210); and Houston-Peach
Investments LLC (12-51212).

Mr. McGlamry estimated up to $50 million in assets and up to
$100 million in liabilities in his Chapter 11 filing.  The Debtors
tapped Cohen Pollock Merlin & Small, PC, as bankruptcy counsel.


CHARLIE MCGLAMRY: Hires Cohen Pollock as Chapter 11 Counsel
-----------------------------------------------------------
Charlie N. McGlamry seeks Bankruptcy Court permission to employ
the law firm of Cohen Pollock Merlin & Small, A Professional
Corporation, as Chapter 11 counsel.

CPM&S received a $60,006 retainer.  The standard hourly rates of
the attorneys and paralegals in CPM&S's Bankruptcy/Litigation
Group who may be involved in the representation of the Debtor are:

          Gus H. Small                     $475
          Karen Fagin White                $460
          Bruce Z. Walker                  $360
          Anna M. Humnicky                 $325
          Brent W. Herrin                  $325
          Garrett H. Nye                   $225
          Karla L. Lemons, Paralegal       $180
          Nicole M. Clements, Paralegal    $170
          Lesley Zebrowitz, Paralegal      $170

Gus H. Small, Esq., a partner at CPM&S, attests that (a) CPM&S and
its members have no connections with the Debtor, its creditors,
any other party in interest in this case, or their attorneys or
accountants which would be adverse to the estate, the United
States Trustee, or any person employed in the Office of the United
States Trustee; and (b) CPM&S has had no connection with any
creditor of the Debtor.

The firm may be reached at:

          Gus H. Small, Esq.
          Anna M. Humnicky, Esq.
          Brent W. Herrin, Esq.
          3350 Riverwood Parkway, Suite 1600
          COHEN POLLOCK MERLIN SMALL, P.C.
          Atlanta, GA 30339
          Tel: (770) 858-1288
          Fax: (770) 858-1277
          E-mail: gsmall@cpmas.com
                  ahumnicky@cpmas.com
                  bherrin@cpmas.com

                     About Charlie N. McGlamry

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 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).  Judge James
P. Smith oversees the case.

Cohen Pollock Merlin & Small, PC, serves as the Debtors' Chapter
11 counsel.  Nichols, Cauley & Associates, LLC, serves as their
accountant.

Mr. McGlamry, as sole shareholder or member, signed Chapter 11
petitions for USA Land Development (Case No. 12-51198); Barrington
Hall Development Corp. (12-51199); Bear Branch LLC; By-
Pass/Courthouse LLC (12-51201); Chinaberry Place, LLC (12-51202);
Eagle Springs LLC (12-51203); Elmdale Development, LLC (12-51204);
Gurr/Kings Chapel Road, LLC (12-51205); Jaros Development LLC
(12-51206); Lake Joy Development, LLC (12-51207); Old Hawkinsville
Road, LLC (12-51208); South Houston Development, LLC (12-51209);
The Villages at Nunn Farms, LLC (12-51210); and Houston-Peach
Investments LLC (12-51212).

Mr. McGlamry estimated up to $50 million in assets and up to
$100 million in liabilities in his Chapter 11 filing.  The Debtors
tapped Cohen Pollock Merlin & Small, PC, as bankruptcy counsel.


CHARLIE MCGLAMRY: Taps Nichols Cauley as Accountant
---------------------------------------------------
Charlie N. McGlamry and its debtor-affiliates seek authority from
the Bankruptcy Court to employ the accounting firm Nichols, Cauley
& Associates, LLC, as their accountant.

NCA proposes to undertake representation of Debtors at its normal
hourly rates:

          Professional Staff Level        Rate
          ------------------------        ----
          Partner                         $280
          Manager                         $200
          Supervisor                      $160
          Senior                          $130
          Accountant                      $110
          Paraprofessional                 $80

Farrell Nichols, Managing Partner of Nichols, Cauley & Associates,
LLC, attests that neither NCA nor any employee of the firm holds
any interests adverse to the Debtors or the Estates in the matters
upon which it is to be engaged for Debtors, and its appointment
will be in the best interest of the Estates; and NCA is qualified
as a "disinterested person" within the meaning of 11 U.S.C. Sec.
101(14).

NCA was established in 1978. The firm currently employs 90 team
members, including 9 equity partners. The firm has offices in
Warner Robins, Clarksville, Atlanta and Dublin, Georgia. The
services provided by NCA include external audit, risk services,
internal audit, management and advisory, tax consulting and
preparation, business valuation, and small business accounting
services.

                     About Charlie N. McGlamry

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 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).  Judge James
P. Smith oversees the case.

Cohen Pollock Merlin & Small, PC, serves as the Debtors' Chapter
11 counsel.  Nichols, Cauley & Associates, LLC, serves as their
accountant.

Mr. McGlamry, as sole shareholder or member, signed Chapter 11
petitions for USA Land Development (Case No. 12-51198); Barrington
Hall Development Corp. (12-51199); Bear Branch LLC; By-
Pass/Courthouse LLC (12-51201); Chinaberry Place, LLC (12-51202);
Eagle Springs LLC (12-51203); Elmdale Development, LLC (12-51204);
Gurr/Kings Chapel Road, LLC (12-51205); Jaros Development LLC
(12-51206); Lake Joy Development, LLC (12-51207); Old Hawkinsville
Road, LLC (12-51208); South Houston Development, LLC (12-51209);
The Villages at Nunn Farms, LLC (12-51210); and Houston-Peach
Investments LLC (12-51212).

Mr. McGlamry estimated up to $50 million in assets and up to
$100 million in liabilities in his Chapter 11 filing.  The Debtors
tapped Cohen Pollock Merlin & Small, PC, as bankruptcy counsel.


CHEM RX CORP: Trustee Sues Paramount Board Over Bankruptcy
----------------------------------------------------------
Liz Hoffman at Bankruptcy Law360 reports that the trustee for Chem
Rx Corp. on Wednesday sued board members of Paramount Acquisition
Corp., the shell company that took it over in 2007, claiming they
forced a risky $162 million leveraged buyout to protect their
personal holdings.

CRC Litigation Trust said the takeover by Paramount, an
acquisition vehicle backed by biotech mogul Lindsay Rosenwald,
saddled the company with debt and ultimately led to its collapse
two and a half years later, according to Law360.

                        About Chem RX Corp.

Long Beach, N.Y.-based Chem RX Corporation, aka Paramount
Acquisition Corp. -- http://www.chemrx.net/-- is a major
institutional pharmacy serving the New York City metropolitan
area, as well as parts of New Jersey, upstate New York,
Pennsylvania and Florida.

The Company and five affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 10-11567) on May 11, 2010.  Dennis
A. Meloro, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Delaware, represent the Company in its
restructuring.

Cypress Holdings, LLC, is the Company's financial advisor.  RSR
Consulting, LLC, is the Company's chief restructuring officer.
Brunswick Group LLP is the Company's public relations consultant.
Grant Thornton LLP is the Company's independent auditor.  Lazard
Middle Market LLC is the Company's investment banker.  Eichen &
Dimeglio PC is the Company's tax advisor.  Kurtzman Carson
Consultants is the Company's claims and notice agent.

Attorneys at White & Case and Fox Rothschild LLP serve as
co-counsel to the Official Committee of Unsecured Creditors
Chanin Capital Partners LLC serves as Restructuring and Financial
Advisor for the Official Committee of Unsecured Creditors.

The Company disclosed $169,690,868 in assets and $178,281,128 in
debts as of Feb. 28, 2010.

Chem Rx changed its name to CRC Parent Corp. following the sale of
its business to PharMerica Corp. at a bankruptcy court-sanctioned
auction.  PharMerica paid $70.6 million and assumed specified
liabilities.  The deal enabled PharMerica to move into the New
York and New Jersey markets.


CLEARWIRE CORP: FMR LLC Owns 8.1% of Class A Common Shares
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, FMR LLC and Edward C. Johnson 3d disclosed on
May 9, 2012, that they beneficially own 41,436,551 shares of Class
A common stock of Clearwire Corporation representing $8.10% of the
shares outstanding.

FMR previously reported beneficial ownership of 71,365,577 Class A
common shares or a 15.15% equity stake as of Feb. 13, 2012.

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

                        http://is.gd/67yySO

                    About Clearwire Corporation

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

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

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

                          *     *     *

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

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


COLDWATER PORTFOLIO: Lender Objects to Use of Cash Collateral
-------------------------------------------------------------
U.S. Bank National Association, as Successor Trustee for GS
Mortgage Securities Corporation II, Commercial Mortgage Pass-
Through Certificates, Series 2006-G G6 and RBS Financial Products,
Inc. objected to the request of Coldwater Portfolio Partner LLC to
use rental income to pay for the Debtor's ordinary course and
necessary operating expenses.

U.S. Bank said it holds a first mortgage on the Debtor's 37
shopping centers located in 17 different states and the rent
constitutes the bank's collateral.

The Debtor filed a Chapter 11 case after the bank lender initiated
proceedings in California seeking appointment of a receiver to
operate and sell the properties.  U.S. Bank noted that the Debtor
assigned rent to the bank.  The Debtor has not offered to provide
adequate protection of the Lender's interest in the Rents and
therefore may not use the Rents.

The bank also said the Debtor's budget proposes to pay charges
that are normal operating expenses and management fees to an
affiliated company that cannot be paid until the Lender is paid
full.  As a result, the Court should deny the Cash Collateral
Motion.

The Debtor proposes to adequately protect the bank's interest by
paying all overhead and operating expenses of the business using
the Lender's Rent consistent with the operating budget.

As additional adequate protection, the Debtor proposes that the
Lender will receive replacement liens in the Debtor's new accounts
receivable and new cash; provided, however, that the replacement
liens will apply only to any category of post-petition collateral
in which the Lender had a valid, perfectly security interest as of
the Petition Date.

                About Coldwater Portfolio Partners

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill
& Stelle LLC, serve as the Debtor's counsel.  CPP estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc., is the parent of Coldwater II.


COMMUNITY MEMORIAL: Sale Scrapped; Committee Wants Ch. 11 Trustee
-----------------------------------------------------------------
The Official Committee on Unsecured Creditors in the Chapter 11
case of Community Memorial Hospital asks the U.S. Bankruptcy Court
for the Eastern District of Michigan to appoint a Chapter 11
trustee.

According to the Committee, McLaren Health Care Corporation, the
buyer, decided not to close its purchase of substantially all of
the Debtor's assets as authorized by the sale order.  The
Committee adds that the Debtor now finds itself out of cash, its
hospital facilities closed, no sales transaction in the offing,
and no clear path through the Chapter 11 process.

The Committee asserts that the appointment of a trustee will
provide all parties-in-interest with comfort that an independent
party is managing the estate for the best interests of all
stakeholders pursuant to its fiduciary obligations.

                About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor disclosed $23,085,273 in
assets and $26,329,103 in liabilities.

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

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.   Varnum LLP
represents the Committee.


COMMUNITY MEMORIAL: Conway MacKenzie Okayed as Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Community Memorial Hospital to employ Conway MacKenzie
as financial advisors.

As reported in the Troubled Company Reporter on March 13, 2012,
Conway MacKenzie is expected to assist the Debtor during the
Chapter 11 case, and perform other consulting services necessary
to the Debtor's continuing operations, effective as of the
Petition Date.

Conway has been consulting with the Debtor since October 2011.
Among other things, Conway's prepetition work included marketing
of substantially all of the Debtor's assets.  During this period,
the Debtor paid Conway current on an hourly basis, a total of
$536,636.

The Debtor paid Conway a $125,000 retainer prior to bankruptcy
filing, and has agreed that the firm will hold the retainer in
trust for application against its final allowed fees.  The Debtor
proposes to pay the firm on an hourly rate (plus costs) basis.
Conway's professionals will charge hourly rates ranging from $100
to $450.

Conway will also be entitled to a success fee for the execution of
a transaction or series of transactions selling the Debtor's
operating assets or otherwise execution of strategies that
maintain healthcare in Cheboygan County, Michigan.  The Success
Fee is capped at $125,000.

Michael J. Hausman, managing director at Conway, attests that the
firm does not represent an interest adverse to the Debtor's
bankruptcy estate and is a "disinterested person" as that term is
defined in Section 101(14) and required by section 327(a) of the
Bankruptcy Code.

                About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor disclosed $23,085,273 in
assets and $26,329,103 in liabilities.

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

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.   Varnum LLP
represents the Committee.

The Committee requested for the appointment of a Chapter 11
trustee because McLaren decided not to close its purchase of
substantially all of the Debtor's assets as authorized by the sale
order.


COMMUNITY MEMORIAL: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Community Memorial Hospital filed with the U.S. Bankruptcy Court
for the Eastern District of Michigan its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,647,313
  B. Personal Property           $12,437,960
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,285,453
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $12,043,650
                                 -----------      -----------
        TOTAL                    $23,085,273      $26,329,103

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

                About Community Memorial Hospital

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

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

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.   Varnum LLP
represents the Committee.

The Committee requested for the appointment of a Chapter 11
trustee because McLaren decided not to close its purchase of
substantially all of the Debtor's assets as authorized by the sale
order.


COMMUNITY MEMORIAL: McDonald Hopkins OK'd as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Community Memorial Hospital to employ McDonald Hopkins
LLC as counsel.

As reported in the Troubled Company Reporter on March 13, 2012,
McDonald Hopkins is expected to render general legal services
throughout the course of the Debtor's Chapter 11 case.

McDonald Hopkins will charge the Debtor for legal services on an
hourly basis at these rates:

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

In the 12 months prior to the Chapter 11 filing, the Debtor paid
to McDonald Hopkins a "replenishing" retainer in the aggregate
amount of $386,138 for legal services performed or to be performed
in contemplation of the Debtor's Chapter 11 case.  As of the
Petition Date, McDonald Hopkins held $125,000 as a retainer, and
holds no prepetition claim against the Debtor.

McDonald Hopkins attests it does not represent any of the Debtor's
secured creditors in any matters related to or adverse to the
Debtor, except that McDonald Hopkins has represented General
Electric Capital Corporation, which financed some of the Debtor's
equipment, in tax matters unrelated to the Debtor.

The firm says it is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code.

                About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor disclosed $23,085,273 in
assets and $26,329,103 in liabilities.

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

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.   Varnum LLP
represents the Committee.

The Committee requested for the appointment of a Chapter 11
trustee because McLaren decided not to close its purchase of
substantially all of the Debtor's assets as authorized by the sale
order.


COMMUNITY MEMORIAL: Panel Can Retain Varnum LLP as Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of Community Memorial Hospital to retain Varnum
LLP as its counsel.

As reported in the Troubled Company Reporter on April 3, 2012,
Michael S. McElwee, Esq., lawyer at Varnum LLP, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                 About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., at McDonald Hopkins LLC,
represents the Debtor as counsel.  The Debtor's financial advisor
is Conway Mackenzie Inc.  The Debtor disclosed $23,085,273 in
assets and $26,329,103 in liabilities.

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

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.

The Committee requested for the appointment of a Chapter 11
trustee because McLaren decided not to close its purchase of
substantially all of the Debtor's assets as authorized by the sale
order.


COMPASS MINERALS: Moody's Affirms Ba1 CFR; Rates Term Loan Ba1
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Compass
Minerals International, Inc.'s proposed term loan due 2017 and
affirmed its Ba1 Corporate Family Rating (CFR) and other debt
ratings. Moody's also assigned a SGL-2 Speculative Grade Liquidity
rating. Proceeds from the new term loan will refinance existing
term loans maturing in December 2012 and January 2016. The outlook
is stable.

The following summarizes the ratings activity:

Compass Minerals International, Inc.

Ratings affirmed:

Corporate family rating -- Ba1

Probability of default rating -- Ba1

$125mm gtd sr sec revolving credit facility due 2015 -- Ba1
(LGD3, 42%) from Ba1 (LGD3, 39%)

$100mm gtd sr unsec notes due 2019 -- Ba2 (LGD6, 90%) from Ba2
(LGD5, 89%)

Gtd sr sec term loan due 2012 -- Ba1 (LGD3, 42%) from Ba1 (LGD3,
39%) **

Gtd sr sec term loan due 2016 -- Ba1 (LGD3, 42%) from Ba1 (LGD3,
39%) **

Ratings assigned:

Gtd sr sec term loan due 2017 -- Ba1 (LGD3, 42%)

Speculative Grade Liquidity assessment -- SGL-2

Outlook -- Stable

** Rating to be withdrawn upon completion of the refinancing.

Ratings Rationale

Compass Minerals is refinancing up to $384 million of term loan
debt maturing in 2012 and 2016 (term loans A, B & C) with a five
year secured term loan, thereby extending its debt maturities and
improving its financing terms. The new debt will not result in a
material change in the company's net debt. The transaction will
improve Compass Minerals's liquidity, lower its cost of debt and
improve its financial flexibility.

The proposed term loan is rated Ba1, the same as the Ba1 CFR, as
this debt represents the preponderance of the company's capital
structure. Upon closing of the new term loan, Moody's will
withdraw the ratings for the existing term loans.

The Ba1 CFR reflects Compass Minerals' low leverage, its
entrenched position as a leading North American producer of
highway deicing salt, its access to extensive and high quality
salt deposits, its efficient distribution network characterized by
access to lower cost water transportation, as well as its position
as a leading North American producer of sulfate of potash (SOP).
The company's low leverage (Debt to EBITDA of 2.1x for the twelve
months ended March 31, 2012; ratio incorporates Moody's global
standard analytical adjustments) has benefited from a substantial
increase in earnings from its specialty fertilizer business over
the past four years. The ratings are tempered by the volatility in
sales due to weather conditions and the mature nature of the
highway deicing business (low single digit volume growth rates),
as well as the need to pursue capital projects or acquisitions to
provide more reasonable revenue and earnings growth over time.

Compass Minerals has good liquidity as indicated by the SGL-2
Speculative Grade Liquidity rating. This assessment is supported
by a large cash balance of over $180 million, full availability
under its $125 million revolving credit facility due 2015 and
expectations for positive free cash flow in 2012. The highway de-
icing salt business is seasonal with most payments from customers
received in or just after the winter. After the refinancing
transaction, the company will have no material near-term
maturities. The company is subject to financial covenants (maximum
leverage and minimum interest coverage) under the credit facility,
which Compass Minerals is expected to remain in compliance with
during 2012-2013.

The stable outlook is supported by strong pricing for its
fertilizer business (relative to long-term historical pricing) and
the ability of salt producers to post strong earnings (supported
by price increases).

The principal methodology used in rating Compass Minerals
International, Inc. was the Global Chemical 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.

Compass Minerals International, Inc., headquartered in Overland
Park, Kansas, is a North American producer of salt used for
highway deicing, food grade applications, water conditioning, and
other industrial uses. The company is also the largest producer in
North America of sulfate of potash (SOP) used in specialty
fertilizers. The company had revenues and net sales of $1.03
billion and $758 million, respectively, for the twelve months
ended March 31, 2012.


COMPLETE GENOMICS: Warns of Cash Crunch, Has Going Concern Doubt
----------------------------------------------------------------
Complete Genomics, Inc., a life sciences company that has
developed and commercialized a DNA sequencing platform for whole
human genome sequencing and analysis, said it has incurred net
operating losses and significant negative cash flow from
operations during every year since inception.  At March 31, 2012,
the Company had an accumulated deficit of $231.4 million.
Management believes that based on the current level of operations
and anticipated growth, cash and cash equivalents balances and
interest income the Company will earn on these balances, will not
be sufficient to meet the anticipated cash requirements for the
nine months beyond March 31, 2012.  The Company's recurring
operating losses and negative cash flow from operations and its
requirement for additional funding to execute its business
objectives beyond this period gives rise to substantial doubt as
to the Company's ability to continue as a going concern.

The Company said it is exploring additional funding options,
including equity offerings and strategic corporate alliances to
obtain additional financing to continue the development of its
service offerings and the expansion of its business.  There can be
no assurance that the Company will be successful in its efforts to
raise additional capital. Should the Company be unable to raise
adequate financing on a timely basis, operations will need to be
scaled back or discontinued.

Complete Genomics' Complete Genomics Analysis Platform combines
its proprietary human sequencing technology with its advanced
informatics and data management software and its end-to-end
outsourced service model to provide customers with data that is
immediately ready to be used for genome-based research. The
Company's solution provides academic, biopharmaceutical and
translational medicine researchers with whole human genome data
and analysis without requiring them to invest in in-house
sequencing instruments, high-performance computing resources and
specialized personnel. In the DNA sequencing industry, whole human
genome sequencing is generally deemed to be coverage of at least
90% of the nucleotides in the genome. The Company was incorporated
in Delaware on June 14, 2005 and began operations in March 2006.

As of March 31, 2012, Complete Genomics had total assets of
$113.274 million, total liabilities of $48.834 million and total
stockholders' equity of $64.440 million.  The Company reported
wider net loss of $20.232 million for the three months ended March
31, 2012, from $12.461 million for the same period in 2011.

A copy of the Company's Form 10-Q is available at
http://is.gd/U0DV3j


CORNERSTONE BANCSHARES: Posts $76,000 Net Income in Q1
------------------------------------------------------
Cornerstone Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income available to common stockholders of $76,193 on $4.62
million of total interest income for the three months ended
March 31 2012, compared with net income available to common
stockholders of $159,200 on $5.21 million of total interest income
for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $417.47
million in total assets, $381.58 million in total liabilities and
$35.88 million in total stockholders' equity.

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

                       http://is.gd/myr6Wq

                   About Cornerstone Bancshares

Chattanooga, Tenn.-based Cornerstone Bancshares, Inc. is a bank
holding company.  Its wholly-owned subsidiary, Cornerstone
Community Bank, is a Tennessee-chartered commercial bank with five
full-service banking offices located in Hamilton County,
Tennessee.

Cornerstone reported net income of $1.03 million in 2011, compared
with a net loss of $4.70 million in 2010.

Cornerstone said in its 2011 annual report that as of Dec. 31,
2011, the Company had one loan, currently being serviced by
Midland Loan Services for the FDIC, which totaled approximately $3
million.  The loan contains certain compliance covenants which
include stated minimum or maximum target amounts for Cornerstone's
capital levels, the Bank's capital levels, nonperforming asset
levels at the Bank and the ability of Cornerstone to meet the
required debt service coverage ratio, which is computed on the
four most recent consecutive fiscal quarters.  Due to the level of
nonperforming assets of the Bank and not currently meeting the
required debt service coverage ratio, Cornerstone was not in
compliance with these two covenants at Dec. 31, 2011.  However,
Cornerstone had previously obtained waivers through Dec. 31, 2011.
During March 2012, Cornerstone obtained from the FDIC a waiver of
the covenant compliance requirements through Dec. 31, 2012,
granted that all payments are made in accordance with the
aforementioned repayment schedule.  However, if the Company is
unable to comply with those covenants or obtain an additional
waiver from the lender for violations that occur after Dec. 31,
2012, if any, the lender may declare the loan in default and take
possession of the Bank's common stock.  If this event were to
occur, Cornerstone's assets and operations would be substantially
reduced and therefore its ability to continue as a going concern
would be in substantial doubt.

                           Consent Order

The Company disclosed in 10-Q for the quarter ended June 30, 2010,
that following the issuance of a written report by the Federal
Deposit Insurance Corporation and the Tennessee Department of
Financial Institutions concerning their joint examination of
Cornerstone Community Bank in October 2009, the Bank entered a
consent order with the FDIC on April 2, 2010, and a written
agreement with the TDFI on April 8, 2010, each concerning areas of
the Bank's operations identified in the report as warranting
improvement and presenting substantially similar plans for making
those improvements.

The consent order and written agreement, which the Company
collectively refers to as the "Action Plans", convey specific
actions needed to address certain findings from the joint
examination and to address the Company's current financial
condition.  The Action Plans contain a list of strict requirements
ranging from a capital directive, which requires the Company to
achieve and maintain minimum regulatory capital levels in excess
of the statutory minimums to be well-capitalized, to developing a
liquidity risk management and contingency funding plan, in
connection with which the Company will be subject to limitations
on the maximum interest rates it  can pay on deposit accounts.
The Action Plans also contain restrictions on future extensions of
credit and requires the development of various programs and
procedures to improve the Company's asset quality as well as
routine reporting on its  progress toward compliance with the
Action Plans to the Board of Directors, the FDIC and the TDFI.

As of April 2, 2010, the date of the Action Plans, the Bank was
deemed to be "adequately capitalized."


COPPERAS CREEK: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Copperas Creek, LLC
        5401 San Diego Rd., NE
        Albuquerque, NM 87113

Bankruptcy Case No.: 12-11839

Chapter 11 Petition Date: May 9, 2012

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: Don F. Harris, Esq.
                  1120 Pennsylvania St, NE
                  Albuquerque, NM 87110
                  Tel: (505) 299-4529
                  Fax: (505) 299-4524
                  E-mail: harrislaw@comcast.net

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 Jeannie Duncan, sole member and sole
officer.


COREL CORPORATION: Moody's Confirms 'Caa1' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed Corel Corporation's ratings,
including the Caa1 corporate family and probability of default
ratings and the Caa1 rating for its maturity-extended term loans.
The ratings outlook is positive reflecting the company's
successful extension of the entire $73 million of outstanding term
loans by approximately 2 years to May 2014 and the ratings
agency's expectations of Corel's improving operating cash flow in
the next 12 to 18 months. This rating action concludes Moody's
review for upgrade initiated on March 19, 2012.

Ratings Rationale

The positive ratings outlook considers Corel's extension of term
loan maturity which should allow the company more time to focus on
product development, grow revenue from its core products, and
improve profitability through restructuring of its cash-absorptive
WinDVD product line. Moody's expects Corel's cash flow from
operations to improve in the next 12-to-18 months from the
contribution of Roxio assets, which Corel acquired in February
2012, the synergies from the combination of Roxio assets with
Corel's digital media products, and the de-emphasizing of the
company's cash absorptive WinDVD product line. However, in the
interim Corel is expected to have thin operating cushion under the
financial covenants contained in the amended credit agreement,
notably in the company's quarter ending in August 2012, which
constrains the company's liquidity.

Corel's narrow headroom under financial covenants results in part
from the company's weak trailing EBITDA from its legacy assets and
the accelerated restructuring plans to drive improvement in
operating cash flow in the longer term. The confirmation of
Corel's Caa1 corporate family rating mainly reflects the company's
limited financial flexibility while it executes restructuring and
optimizes sales channels.

The Caa1 corporate family rating reflects Corel's weak cash flow
generation and challenges in driving revenue and operating cash
flow growth from a portfolio of mature products. In addition, the
rating considers the company's small operating scale and its
modest market shares in key product segments which are dominated
by Microsoft Corporation and Adobe Systems. The rating is
supported by Corel's moderate debt leverage (2.3x Total Debt-to-
EBITDA, Moody's adjusted) and its diverse and well-known product
portfolio of desktop applications with a sizeable installed base
of customers globally, and its portfolio of patents.

Moody's could upgrade Corel's ratings if the company demonstrates
progress in improving operating cash flow and liquidity, including
the ability to maintain adequate operating cushion under financial
covenants.

Conversely, deterioration in liquidity or persistently weak cash
flow from operations could trigger a ratings downgrade.

Moody's has taken the following ratings actions:

Issuer: Corel Corp.

     Corporate Family Rating -- Confirmed Caa1, previously Caa1,
     Review for Possible Upgrade

     Probability of Default Rating -- Confirmed Caa1, previously
     Caa1, Review for Possible Upgrade

     Unextended Senior Secured Bank Credit Facility due May 2012
     -- Rating withdrawn, previously Caa1 LGD3 (48%), Review for
     Possible Upgrade

     Extended Senior Secured Bank Credit Facility due May 2014 --
     Confirmed Caa1, LGD3 (47%), previously Caa1, LGD3 (47%),
     Review for Possible Upgrade

  Outlook Actions:

    Outlook, Changed To Positive from Rating under Review

The principal methodology used in rating Corel Corporation was the
Global Software Industry Methodology published in September 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.

Corel Corporation is a packaged software vendor that develops and
markets consumer software for the office productivity, graphics
and digital media markets. The company's well-known brands include
Word Perfect, WinZip, CorelDRAW, and Paint Shop Pro.


CROSSRHYTHM CHURCH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: CrossRhythm Church, Inc.
        aka Chesapeake Christian City Church, Inc.
        1024 E. College Pkwy
        Annapolis, MD 21409-5735

Bankruptcy Case No.: 12-18810

Chapter 11 Petition Date: May 9, 2012

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Debtor's Counsel: John C. Gordon, Esq.
                  532 Baltimore & Annapolis Blvd.
                  Severna Park, MD 21146-3818
                  Tel: (410) 340-0808
                  Fax: (410) 544-1244
                  E-mail: johngordon@me.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 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb12-18810.pdf

The petition was signed by Michael J. Berry, president and
trustee.


CROSSTEX ENERGY: Moody's Rates $250MM Sr. Unsecured Notes 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Crosstex Energy,
L.P.'s proposed $250 million senior unsecured notes due 2022. The
notes are being co-issued by Crosstex Energy Finance Corporation.
Crosstex's B1 Corporate Family Rating, SGL-3 Speculative Grade
Liquidity Rating, and stable outlook remain unchanged.

The proposed notes will be partially used to fund the recently
announced $210 million acquisition of Clearfield Energy, Inc. and
for general partnership purposes. Simultaneously, Crosstex
announced a roughly $140 million equity offering also targeted to
partially fund the Clearfield acquisition.

Rating Assignments:

    $250 Million Senior Unsecured Notes due in 2022, Rated B2
    (LGD 4, 69%)

Moody's current ratings for Crosstex Energy, L.P. are:

    Corporate Family Rating of B1

    Probability of Default Rating of B1

    Senior Unsecured Notes, co-issued by Crosstex Energy Finance
    Corporation, rated B2 (LGD 4, 69%)

Ratings Rationale

The B2 rating on the proposed senior unsecured notes ratings
reflect both the overall probability of default of Crosstex, to
which Moody's assigns a Probability of Default Rating of B1, and a
loss given default of LGD 4, 69%. The proposed notes will rank
pari passu with the company's existing notes. Crosstex has a $635
million senior secured revolving credit facility. The notes are
unsecured and are contractually subordinate to the senior secured
credit facility's potential priority claim to the company's
assets. The size of the potential senior secured and other
structurally superior claims relative to the unsecured notes
results in the notes being notched one rating beneath the B1
Corporate Family Rating under Moody's Loss Given Default
Methodology.

Crosstex's B1 Corporate Family Rating is supported by the
relatively high proportion of its gross margin that is considered
non-commodity based and management's conservative business
strategy in recent years, which Moody's expects to remain in place
as the company pursues growth opportunities. The rating is
restrained by Crosstex's high level of exposure to the relatively
mature Barnett Shale, and inherent volume and price risk in
gathering and processing natural gas. The rating further reflects
the expected rise in financial leverage over the near-term to fund
increased growth spending. The rating also considers the risks
inherent to the MLP business model.

The Clearfield Energy acquisition represents another step taken by
Crosstex to diversify its asset portfolio while providing
opportunities for organic growth. It is the company's first foray
into Midcontinent producing basins. Clearfield Energy's assets
have the benefit of a base of earnings and cash flows from legacy
production in the region combined with the strategic access to the
upcoming and developing Utica Shale unconventional oil and liquids
play. Crosstex's $210 million acquisition implies an estimated 9x
EBITDA multiple (based on run-rate EBITDA) and is estimated to
increase pro-forma debt/EBITDA by just under half a turn to around
4.7x. The acquired assets carry low commodity price risk and are
mostly based on liquids transportation in the area.

The Clearfield acquisition provides Crosstex with an inventory of
organic growth opportunities that should benefit the company in
the medium to the longer term. However, Crosstex faces execution
risk by integrating and entering new lines of business in a new
geographic area. In addition, despite the presence of many major
players, the Utica Shale is still a relatively new basin at an
early developmental stage, with most activity currently being
undertaken by Chesapeake Energy Corporation. Early results have
been encouraging, but Crosstex would require more long-term
commitments from producers in order to achieve its volume
dependent growth targets. Nevertheless, with the company's two
core areas of North Texas and Louisiana operations facing steady
or slightly declining volume projections over the near to medium
term, the Midcontinent expansion can provide material organic
growth opportunities and its deemed overall credit accretive,
particularly given Crosstex's upfront partial equity funding.

The outlook is stable. While Moody's expects financial leverage to
rise somewhat in 2012 as the company increases its growth capital
spending, the stable outlook assumes sufficient equity funding
component to limit leverage exceeding 5.0x debt/EBITDA.

A rating upgrade is possible if Crosstex demonstrates that it can
consistently maintain leverage around 4x, and at the same time
maintain a high proportion of more durable fee-based revenues as
it pursues growth projects. Successful execution of both its
growth projects and Clearfield Energy's integration, enabling a
sustainable presence in geographical areas outside of the Barnett,
as well as prudent financing of its growth, could support positive
rating action.

On the other hand, the rating could be downgraded if Crosstex's
operating performance shows a substantial weakening trend, making
its leverage unsustainable under 5x. A downgrade could also result
due to poor liquidity or a significant leveraging transaction.

The principal methodology used in rating Crosstex 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.

Crosstex Energy, L.P., headquartered in Dallas, Texas, is a
publicly traded master limited partnership.


CROSSTEX ENERGY: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior unsecured debt ratings on Crosstex Energy L.P.,
a master limited partnership (MLP) focused on the midstream energy
sector, pursuant to the partnership's acquisition of Clearfield
Energy Inc. The rating outlook is stable. "At the same time, we
assigned a 'B+' issue rating and a '4' recovery rating to the $250
million senior unsecured notes due 2022. The 'B+' rating on the
notes and '4' recovery rating indicates expectations that lenders
would receive average recovery (30%-50%) in the event of a payment
default," S&P said.

"The partnership intends to use the net proceeds from this
offering to fund a portion of the Clearfield Energy Inc.
acquisition. The remaining amounts will be used for general
partnership purposes, including capital expenditures for the
Cajun-Sibon natural gas liquids pipeline expansion," S&P said.

"Crosstex Energy L.P. is purchasing 100% of Clearfield Energy,
Inc., a crude and water logistics company serving Ohio, West
Virginia, and Kentucky, for $210 million. Clearfield produces
about 75% of its cash flows from fee-based contracts transporting
crude and condensate to refineries in the region, although the
remaining 25% is sourced from higher-risk activities relating to
the transportation and disposal of brine. Exposure to oil plays
and dry and wet gas regions in the Utica shale area add geographic
diversification to the partnership's assets and provide
opportunities for growth. These strengths are offset by the
partnership's short-term contracts, which lack volume protection
provisions, and low barriers to entry," S&P said.

"The rating on Dallas-based midstream energy partnership Crosstex
reflects the partnership's 'weak' business risk profile and
'aggressive' financial risk profile under our criteria," said
Standard & Poor's credit analyst Manish Consul. "Somewhat limited
geographic and asset diversity, exposure to commodity price
fluctuations, and volume risk characterize the partnership's weak
business risk profile. The aggressive financial risk profile
incorporates the partnership's high leverage and our expectation
of weak cash flow metrics due to a large capital spending program
in the near term. The partnership's predominately fee-based
contract mix and good liquidity partly offset these risks."

"The stable rating outlook reflects our view that Crosstex will
continue to generate stable cash flows in 2012. However, we expect
its debt leverage to increase primarily due to significant growth
capital spending. We could raise the rating if the recontracting
risk on the North Texas pipeline decreases, if the construction of
the Cajun-Sibon pipeline were to proceed on time and on budget, or
if the partnership can reduce total adjusted debt to EBITDA to
about 4x. We could lower the rating if commodity prices cause
processing margins to decline notably, or if overall throughput
volumes are significantly lower, resulting in leverage
consistently in the 5x area," S&P said.


CUI GLOBAL: Incurs $1 Million Net Loss in First Quarter
-------------------------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
allocable to common stockholders of $1.07 million on $8.46 million
of total revenue for the three months ended March 31, 2012,
compared with a net loss allocable to common stockholders of
$93,523 on $9.54 million of total revenue for the same period a
year ago.

The Company's balance sheet at March 31, 2012, showed
$35.72 million in total assets, $11.25 million in total
liabilities and $24.47 million in total stockholders' equity.

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

                        http://is.gd/kGaCtr

                         About CUI Global

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

CUI Global reported a net loss allocable to common stockholders of
$48,763 in 2011, compared with a net loss allocable to common
stockholders of $7.01 million in 2010.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.  Webb & Company did not include a
"going cocern qualification" in its report on the Company's 2011
financial results.


DEAN FOODS: Moody's Outlook Still Negative Despite Q1 Earnings
--------------------------------------------------------------
Moody's Investors service commented on Dean's strong first quarter
earnings and increased full year guidance saying that the stronger
performance and resulting lower leverage is a credit positive for
Dean Foods, although the company will need to sustain continued
improvements for Moody's to move away from the negative outlook.

Dean Foods yesterday reported that its adjusted consolidated
operating income rose 42% to $152 million on the back of solid
growth across all operating segments and tight expense control. A
more favorable commodity environment and more rational pricing at
retail also contributed to the result. The company raised its full
year guidance for earnings per share.

Moody's outlook on the credit remains negative despite this
positive development, largely because even with the improvements,
the company's credit metrics, though improving, remain weak for
the current Ba3 rating, falling into the B category on the
packaged goods methodology grid. Leverage at the end of the first
quarter per Moody's adjusted calculation was 5.3 times, which is
still high for the Ba rating category but down from 5.6 times at
year end 2011. While Moody's expects further improvement in the
course of the year, variables such as commodity costs could still
impact or derail the pace of improvement. To stabilize the rating
outlook Moody's would expect to see further improvement in metrics
and a sustained positive operating trend.

Moody's analyzes Dean Foods in the context of the Global Consumer
Products Industry Rating Methodology (published July 2009).

Dean Foods is the largest processor and distributor of milk and
various other dairy products in the United States and the largest
producer of soy milk in Europe. The company also markets and sells
a variety of branded dairy and dairy-related products including,
Silk (R) soymilk and almondmilk, Horizon Organic (R) dairy
products, International Delight (R) coffee creamers, LAND O'LAKES
(R) creamers and fluid dairy products, and cultured dairy
products. Headquartered in Dallas, Texas, Dean Foods had sales of
approximately $13.2 billion for the twelve months ended March,
2011.


DEWEY & LEBOEUF: Bienenstock Moves to Proskauer Rose
----------------------------------------------------
Proskauer Rose said Friday that Martin J. Bienenstock, one of the
nation?s most renowned corporate restructuring and governance
lawyers, will join the firm together with his nationally regarded
colleagues Philip M. Abelson, Irena M. Goldstein, Timothy Q.
Karcher, Michael P. Kessler and Judy G.Z. Liu.

Mr. Bienenstock and Proskauer's other new partners have brought
their expertise in business solutions, governance, restructuring
and bankruptcy to many of the most challenging and important cases
in the area, including Enron, General Motors, Owens Corning, U.S.
Gypsum, G-I Holdings, Texaco, Capmark, New Page and M.F. Global
Holdings. Mr. Bienenstock also serves on the faculty at both the
University of Michigan Law School and Harvard Law School and is a
widely respected author and lecturer on business solutions and
governance issues.

Proskauer Chairman Joseph M. Leccese said, "We have admired and
respected Martin and our other new partners for many years. They
are nationally known for innovative and extraordinary legal work
and dedicated client service. Our partners felt an immediate
personal and professional connection with each member of the
group. We are thrilled to have them join our other premier
practices at a time of dynamic domestic and international growth
for our firm."

Mr. Bienenstock said, "We are very excited to join a firm with the
reputation for excellence that Proskauer enjoys.  We look forward
to joining with Jeff Marwil, Mark Thomas and our other new
colleagues to form one of the nation?s elite groups in business
solutions, governance, restructuring and bankruptcy.  We aim to
continue developing our multidisciplinary approach to take
restructuring and governance to the next level."

Mr. Bienenstock joined Dewey from Weil, Gotshal & Manges in
February 2008.

              Only Landraf Left at Chairman's Office

Reuters notes that Mr. Bienenstock has been part of a small
management team overseeing Dewey since a leadership shakeup in
March.  The departure by Biennenstock and two other members would
leave L. Charles Landgraf as a member of the chairman's office.

Mr. Bienenstock had been a leading force in seeking to avoid the
firm's dissolution since being put in the firm's office of the
chairman in March.

Aside from Mr. Bienenstock, most recent defections include leaders
of the corporate and litigation groups who were also part of the
office of the chairman.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people -- roughly 1,000 lawyers in 25 offices
across the globe and the other half support staff including legal
secretaries, mailroom clerks and paralegals.

The firm is trying to stave off bankruptcy amid struggles with
high debt and partner defections.  Dewey has lost more than 40% of
its partners since January.  The firm is being investigated by the
New York District Attorney for alleged false statements by former
chairman Stephen Davis.

In April 2012, The Wall Street Journal reported that Greenberg
Traurig LLP has called off discussions on a possible deal with
Dewey, and that Dewey is in talks with Washington D.C.-based
Patton Boggs LLP.

On May 4, the firm sent "conditional advance notice" to all US
employees under the Federal WARN Act that their employment may be
terminated. The letter advised all employees of their rights under
Federal and New York State law in the event of termination.  The
letter provided the firm's first formal acknowledgement to
employees that the firm could ultimately close

On May 10, the U.S. Pension Benefit Guaranty Corporation said it
would take responsibility for three pension plans covering 1,800
current and future retirees at Dewey.  The plans were underfunded
by $80 million, the agency said.

Dewey has pursued talks with bank lenders that include JPMorgan
Chase and Citigroup to renegotiate a $100 million credit line.
Dewey is facing a May 15 deadline with a syndicate of banks,
according to WSJ.


DEWEY & LEBOEUF: Bond Debt Trading at between 50 And 65 Cents
-------------------------------------------------------------
The Wall Street Journal's Steve Eder, Matt Wirz and Leslie Scism
report that some hedge-fund investors are seeking to profit by
buying debts of Dewey & LeBoeuf LLP.  WSJ, citing traders and
investors, relates there are at least $125 million of Dewey bonds,
and portions of those were trading at between 50 cents and 65
cents on the dollar over the past two week as hedge funds bought
them from the insurance companies that initially purchased the
debt in 2010.  The wide price range reflects investors'
uncertainty about how much creditors will recover, according to
WSJ.

In a bankruptcy, WSJ says, the bonds would stand in line to
receive liquidation proceeds alongside roughly $75 million in bank
loans and would rank above any vendor claims and some $80 million
of pension obligations.

According to WSJ, an investor on Thursday said his firm was
contacted by a broker about an interest in an $1 million unsecured
claim, which could eventually be subject to various objections or
set-offs in a future bankruptcy.  Another investor on Wednesday
said his fund was similarly approached.

WSJ notes Dewey aims to wind down its affairs without going
through bankruptcy court, a tactic that Dewey bankruptcy partner
Martin Bienenstock says has the support of its bank lenders.  But
other creditors could tip the firm into an involuntary filing, WSJ
says, as happened in other law firm failures in recent years.  The
firm could also change course and file voluntarily.

WSJ notes under a potential liquidation, a bankruptcy trustee
would chase down money owed to the firms on the behalf of
creditors.  WSJ reports distressed-debt investors are betting that
a trustee would recover more from Dewey's clients and partners
than they are paying for the law firm's debts.

WSJ notes to two investors who studied the claims said as of the
beginning of this year, Dewey was owed about $320 million on
accounts receivables and works in progress by Dewey attorneys.

A Dewey spokesman declined to comment.

According to WSJ, the largest chunk of Dewey's debt is the notes
originally sold to insurance companies in a 2010 private
placement, according to 2011 filings to U.S. state insurance
departments crunched by research firm SNL Financial and the
insurers.  WSJ, citing figures from SNL and people familiar with
the matter, reports the insurers who had the biggest exposure as
of Dec. 31 were:

     * Hartford Financial Services Group Inc., at $40 million;
     * British insurer Aviva PLC, $35 million;
     * Dutch company Aegon NV, $25 million;
     * French insurer AXA SA, $20 million; and
     * CUNA Mutual Group in Wisconsin, $15 million.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people -- roughly 1,000 lawyers in 25 offices
across the globe and the other half support staff including legal
secretaries, mailroom clerks and paralegals.

The firm is trying to stave off bankruptcy amid struggles with
high debt and partner defections.  Dewey has lost more than 40% of
its partners since January.  The firm is being investigated by the
New York District Attorney for alleged false statements by former
chairman Stephen Davis.

In April 2012, The Wall Street Journal reported that Greenberg
Traurig LLP has called off discussions on a possible deal with
Dewey, and that Dewey is in talks with Washington D.C.-based
Patton Boggs LLP.

On May 4, the firm sent "conditional advance notice" to all US
employees under the Federal WARN Act that their employment may be
terminated. The letter advised all employees of their rights under
Federal and New York State law in the event of termination.  The
letter provided the firm's first formal acknowledgement to
employees that the firm could ultimately close

On May 10, the U.S. Pension Benefit Guaranty Corporation said it
would take responsibility for three pension plans covering 1,800
current and future retirees at Dewey.  The plans were underfunded
by $80 million, the agency said.

Dewey has pursued talks with bank lenders that include JPMorgan
Chase and Citigroup to renegotiate a $100 million credit line.
Dewey is facing a May 15 deadline with a syndicate of banks,
according to WSJ.


DEWEY & LEBOEUF: Partners Likely to Face Wrath of Creditors
-----------------------------------------------------------
Megan Leonhardt at Bankruptcy Law360 reports that Dewey & LeBoeuf
LLP partners owed potentially millions of dollars in unpaid
compensation are not only unlikely to recover any of that money,
but could also end up on the hook for payments to creditors should
the tottering firm file for bankruptcy protection, experts said.

While the struggling firm has denied plans to file for bankruptcy,
experts said this week that equity partners seeking millions in
unpaid compensation would be doing so as unsecured creditors if
the firm does enter bankruptcy, Law360 relates.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people -- roughly 1,000 lawyers in 25 offices
across the globe and the other half support staff including legal
secretaries, mailroom clerks and paralegals.

The firm is trying to stave off bankruptcy amid struggles with
high debt and partner defections.  Dewey has lost more than 40% of
its partners since January.  The firm is being investigated by the
New York District Attorney for alleged false statements by former
chairman Stephen Davis.

In April 2012, The Wall Street Journal reported that Greenberg
Traurig LLP has called off discussions on a possible deal with
Dewey, and that Dewey is in talks with Washington D.C.-based
Patton Boggs LLP.

On May 4, the firm sent "conditional advance notice" to all US
employees under the Federal WARN Act that their employment may be
terminated. The letter advised all employees of their rights under
Federal and New York State law in the event of termination.  The
letter provided the firm's first formal acknowledgement to
employees that the firm could ultimately close

On May 10, the U.S. Pension Benefit Guaranty Corporation said it
would take responsibility for three pension plans covering 1,800
current and future retirees at Dewey.  The plans were underfunded
by $80 million, the agency said.

Dewey has pursued talks with bank lenders that include JPMorgan
Chase and Citigroup to renegotiate a $100 million credit line.
Dewey is facing a May 15 deadline with a syndicate of banks,
according to WSJ.


DEWEY & LEBOEUF: Partners Didn't Know Extent of Guarantees
----------------------------------------------------------
Law firm Dewey & LeBoeuf LLP hadn't told its partners until
financial problems began to surface last year that about one-third
of the 300 partners had been granted guaranteed compensation,
former Dewey partner Stuart Saft told Bloomberg in a televised
interview.  Until the announcement at a partners' meeting last
year, Mr. Saft said he thought there were 20 or 25 guarantees. As
much as 80% of Dewey partners' compensation was guaranteed, a
person with knowledge of the firm's finances told Bloomberg.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people -- roughly 1,000 lawyers in 25 offices
across the globe and the other half support staff including legal
secretaries, mailroom clerks and paralegals.

The firm is trying to stave off bankruptcy amid struggles with
high debt and partner defections.  Dewey has lost more than 40% of
its partners since January.  The firm is being investigated by the
New York District Attorney for alleged false statements by former
chairman Stephen Davis.

In April 2012, The Wall Street Journal reported that Greenberg
Traurig LLP has called off discussions on a possible deal with
Dewey, and that Dewey is in talks with Washington D.C.-based
Patton Boggs LLP.

On May 4, the firm sent "conditional advance notice" to all US
employees under the Federal WARN Act that their employment may be
terminated. The letter advised all employees of their rights under
Federal and New York State law in the event of termination.  The
letter provided the firm's first formal acknowledgement to
employees that the firm could ultimately close

On May 10, the U.S. Pension Benefit Guaranty Corporation said it
would take responsibility for three pension plans covering 1,800
current and future retirees at Dewey.  The plans were underfunded
by $80 million, the agency said.

Dewey has pursued talks with bank lenders that include JPMorgan
Chase and Citigroup to renegotiate a $100 million credit line.
Dewey is facing a May 15 deadline with a syndicate of banks,
according to WSJ.


EAST COAST: BB&T Granted Relief from Stay on Unimproved Properties
------------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina granted Branch Banking and
Trust Company, relief from the automatic stay against East Coast
Development II, LLC.

BB&T is the owner and holder of a certain commercial note dated
June 1, 2005, executed by 100 Block of Market Street, LLC in the
original principal amount of $2,800,000 payable to Coastal federal
Bank.  The balance due on the note, exclusive of attorney's fees
and costs, as of the Petition Date, was $744,553.  Interest
continues to accrue at the rate of $122 per day.  The amount of
arrearage on the note as of the Petition date was $59,236.

As of the Petition Date, BB&T held a validly perfected security
interest in two unimproved properties owned by the Debtor located
at 119 Market Street and 126 Princess Street, Wilmington, North
Carolina.

According to B&T, among other things:

   -- the Debtor was in default on the note prior to the Petition
      Date for failure to make contractual payments and has not
      made any adequate protection payments for the interest of
      BB&T in the properties during the pendency of the bankruptcy
      case;

   -- BB&T has not been offered adequate protection for its
      interest in the properties; and

   -- the properties are not necessary to an effective
      reorganization.

As reported in the Troubled Company Reporter on April 17, 2012,
the Court permitted First Bank to enforce its rights and remedies
against the real property.   The Court ordered that the automatic
stay on the Debtor's certain assets is modified to allow Ciena
Capital, LLC , servicer for Bank of New York Mellon Trust Company,
N.A., to institute and complete a foreclosure of the collateral
under its loan documents.

In a separate filing, Ciena Capital has withdrawn its motion to
dismiss the Debtor's case.

                 About East Coast Development II

Wilmington, North Carolina-based East Coast Development II, LLC,
dba 100 Block of Market Street, LLC, is in the business of renting
real property located in Onslow County, New Hanover County,
Guilford County, Wake County, Brunswick County, North Carolina,
and Greenville County, Charleston County, and Richland County,
South Carolina.

East Coast filed for Chapter 11 bankruptcy protection (Bankr. E.D.
N.C. Case No. 11-02792) on April 8, 2011.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as bankruptcy counsel.
Laurie R. Brown, CPA, serves as accountant.

The Debtor disclosed $24.8 million in assets and $12.2 million in
liabilities as of the Chapter 11 filing.

The U.S. Trustee has not appointed a creditors committee in the
Debtor's case.


ELO TOUCH: Moody's Gives 'B2' Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to the debt of ELO
Touch Solutions, Inc. -- Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) of B2, a B1 rating to the
Senior Secured First Lien Credit Facilities and a Caa1 rating to
the Senior Secured Second Lien Credit Facility.  The proceeds of
the Facilities will be used to finance TGG TS Acquisition
Company's ("Holdings") $380 million acquisition of ELO from TE
Connectivity Ltd. Holdings is an acquisition vehicle owned by
private equity firm The Gores Group. The rating outlook is stable.
This is the first time Moody's has assigned rating to ELO's debt.

Ratings Rationale

The B2 CFR reflects ELO's high financial leverage given the
cyclical demand, limited growth prospects due to ELO's small scale
and mature segment focus, and the execution risk of separating
from TE Connectivity. The rating is supported by ELO's diverse
patent portfolio, which supports ELO's market position as a
touchscreen provider supporting multiple applications, and its
asset-lite operating model, which limits required capital
expenditures and thus adds some stability to free cash flow (FCF).
Moody's expects ELO to generate FCF of at least $10 million in
2012.

The stable outlook is supported by Moody's expectation that ELO
will generate at least low single digit revenue and EBITDA growth
over the near term. Due to the expected growth in EBITDA and ELO's
use of free cash flow (FCF) to reduce debt, Moody's expects that
ELO will reduce debt to EBITDA (standard adjustments) to below 5x
in the near term.

It is unlikely that the rating would be upgraded in the near term,
given the high financial leverage, ELO's focus on the low-growth
segments of the touchscreen market, and the potential for further
shareholder friendly policies by the financial sponsor.
Nevertheless, the rating could be upgraded if ELO executes well on
its separation from TE Connectivity and profitably enters new,
growth segments of the touchscreen market resulting in overall
operating performance improvements, and ELO demonstrates
conservative financial policies such that debt to EBITDA (standard
adjustments) is sustained below 4x.

The rating could be pressured if ELO fails to achieve revenue and
profitability growth or makes additional cash distributions prior
to meaningful debt reduction. Moreover, if debt to EBITDA
(standard adjustments) is sustained above 5.5x, the ratings could
be downgraded.

Assignments:

  Issuer: ELO Touch Solutions, Inc

    Corporate Family Rating -- B2

    Probability of Default Rating -- B2

    $15 Million Senior Secured Revolver due 2017 -- B1 (LGD-3,
    35%)

    $180 Million Senior Secured First Lien Term Loan due 2018 --
    B1 (LGD-3, 35%)

    $90 Million Senior Secured Second Lien Term Loan due 2018 --
    Caa1 (LGD-5, 85%)

The principal methodology used in rating ELO was the Global
Technology Hardware Industry Rating Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

ELO, based in Menlo Park, California, produces touchscreen panels
used in point-of-sale devices, industrial automation, and airport
ticketing kiosks, among other uses.


EMISPHERE TECHNOLOGIES: Needs to Raise Funds Before Sept. 26
------------------------------------------------------------
Emisphere Technologies, Inc., warned it needs to raise additional
capital or obtain substantial cash inflows from existing partners
prior to Sept. 26, 2012, or it could be forced to cease
operations.

As of March 31, 2012, Emisphere had roughly $3.2 million in cash
and cash equivalents, roughly $33.9 million in working capital
deficiency, a stockholders' deficit of roughly $65.2 million and
an accumulated deficit of roughly $466.6 million.  It posted an
operating loss for the three months ended March 31, 2012, of $1.8
million.

Emisphere anticipates its existing capital resources will enable
it to continue operations through September 26, 2012, at which
time the so-called MHR Convertible Notes come due, or earlier if
unforeseen events or circumstances arise that negatively affect
its liquidity.

Emisphere said it has limited capital resources and operations to
date have been funded with the proceeds from collaborative
research agreements, public and private equity and debt financings
and income earned on investments.

Emisphere anticipates it will continue to generate significant
losses from operations for the foreseeable future, and that its
business will require substantial additional investment that it
has not yet secured.  Further, Emisphere has significant future
commitments and obligations.

On September 26, 2005, Emisphere executed a Senior Secured Loan
Agreement with MHR Fund Management, LLC and entities affiliated
with it.  The Loan Agreement, as amended, provides for a seven
year, $15 million secured loan from MHR to Emisphere at an
interest rate of 11%.  Under the Loan Agreement, MHR requested,
and on May 16, 2006, Emisphere effected, the exchange of the Loan
for 11% senior secured convertible notes with substantially the
same terms as the Loan Agreement, except that the MHR Convertible
Notes are convertible, at the sole discretion of MHR or any
assignee thereof, into shares of Emisphere common stock at a price
per share of $3.78.  Interest will be payable in the form of
additional MHR Convertible Notes.  The MHR Convertible Notes are
secured by a first priority lien in favor of MHR on substantially
all of Emisphere's assets.

As of March 31, 2012, the book value of MHR Convertible Notes
outstanding including principal, interest and discount for warrant
purchase option and embedded conversion features is $27.1 million.
The amount payable at maturity will be $30.5 million.  The MHR
Convertible Notes are secured by a first priority lien in favor of
MHR on substantially all of Emisphere's assets, and provide for
certain events of default including, among other things, failure
to perfect liens in favor of MHR created by the transaction,
failure to observe any covenant or agreement, failure to maintain
the listing and trading of Emisphere common stock, sale of a
substantial portion of Emisphere assets, merger with another
entity without the prior consent of MHR, or the occurrence of any
governmental action that renders Emisphere unable to honor or
perform its obligations under the MHR Convertible Notes or results
in a material adverse effect on operations.

If an event of default occurs, the MHR Convertible Notes provide
for the immediate repayment of the Notes and certain additional
amounts as set forth in the MHR Convertible Notes.  On September
26, 2012, the maturity date of the MHR Convertible Notes, or
earlier if an event of default occurs, if Emisphere is unable to
make the required payments, the resulting default would enable MHR
to foreclose on all of its assets.

Emisphere currently has a waiver from MHR for failure to perfect
liens on certain intellectual property rights through September
26, 2012.

In addition to funding required to meet obligations under the MHR
Convertible notes, Emisphere expects to continue to spend
substantial amounts on research and development, including amounts
spent on conducting clinical trials for product candidates.
Further, Emisphere said it does not have sufficient resources to
develop fully any new products or technologies unless it is able
to raise substantial additional financing on acceptable terms or
secure funds from new or existing partners.

"We cannot assure that financing will be available on favorable
terms or at all. Additionally, these conditions may increase the
cost to raise capital. If additional capital is raised through the
sale of equity or convertible debt securities, the issuance of
such securities would result in dilution to our existing
stockholders," Emisphere said.  "Our failure to raise capital when
needed would adversely affect our business, financial condition
and results of operations, and could force us to reduce or cease
our operations. These conditions raise substantial doubt about our
ability to continue as a going concern."

Audit reports prepared by independent registered public accounting
firm relating to Emisphere's financial statements for the years
ended December 31, 2011, 2010 and 2009 include an explanatory
paragraph expressing the substantial doubt about the Company's
ability to continue as a going concern.

Emisphere Technologies a net loss of $736,000 for the quarter
ended March 31, 2012, from net income of $10.999 million for the
same period in 2011.  As of March 31, 2012, Emisphere had total
assets of $4.262 million and total liabilities of $69.444 million
in total liabilities.

A copy of the Company's Form 10-Q report for the quarter ended
March 31, 2012, filed with the Securities and Exchange Commission
is available at http://is.gd/aNzfD4

                    About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.


EPICEPT CORP: Incurs $3.5 Million Net Loss in First Quarter
-----------------------------------------------------------
EpiCept Corporation reported a net loss of $3.52 million on
$241,000 of revenue for the three months ended March 31, 2012,
compared with a net loss of $2.46 million on $238,000 of revenue
for the same period a year ago.

The Company's selected balance sheet data at March 31, 2012,
showed $6.16 million in total assets, $22.99 million in total
liabilities and a $17.14 million total stockholders' deficit.

"EpiCept achieved an important milestone with respect to AmiKet
during the first quarter of 2012," stated Jack Talley, President
and CEO of EpiCept.  "Following a successful meeting with the U.S.
Food and Drug Administration (FDA) in December 2011 regarding the
Phase III program for AmiKet, we were awarded Fast Track Status
last month by the FDA in the treatment of chemotherapy-induced
peripheral neuropathy (CIPN).  In the meantime, our efforts to
identify and execute a strategy to exploit AmiKet's commercial
opportunity have progressed to the point where multiple parties
are considering becoming involved in advancing the development
program, including a potential sale of the Company.  We are
focused on securing a positive outcome to this effort as quickly
as possible."

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

                       http://is.gd/qRdhZK

                   About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

The Company reported a net loss of $15.65 million in 2011, a net
loss of $15.53 million in 2010, and a net loss of $38.81 million
in 2009.

For 2011, Deloitte & Touche LLP, in Parsippany, New Jersey, noted
that the Company's recurring losses from operations and
stockholders' deficit raise substantial doubt about its ability to
continue as a going concern.


EVERGREEN DEVELOPMENT: Pre-Trial Conference Set for June 26
-----------------------------------------------------------
The Bankruptcy Court will hold a telephonic pre-trial conference
in the involuntary Chapter 11 bankruptcy commenced against
Evergreen Development Inc. on June 26, 2012, at 9:00 a.m.

Four individual creditors filed an involuntary Chapter 11 petition
against Lynnwood, Wash.-based Evergreen Development Inc. (Bankr.
W.D. Wash. Case No. 12-14835) in Seattle on May 7, 2012.  Judge
Karen A. Overstreet presides over the case.  The petitioners
appeared pro se.


FAIRFIELD SENTRY: Liquidator Seeks $7-Mil. in 3 New Clawback Suits
------------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that the foreign
representative tasked with liquidating Bernard L. Madoff feeder
fund Fairfield Sentry Ltd. launched three more clawback suits in
New York bankruptcy court Wednesday, seeking to recover some
$7 million from financial institutions like Barclays Private Bank
and Trust Ltd.

According to Law360, Kenneth Krys, who is in charge of winding
down Fairfield Sentry, Fairfield Sigma Ltd. and Fairfield Lambda
Ltd. in a British Virgin Islands proceeding, filed the complaints
in New York against Barclays, Luxembourg-based Select Absolute
Strategies SICAV and Hyposwiss Private Bank Geneve SA.

                     About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of US$3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Mr. Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds
invested about US$4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


FANNIE MAE: Reports $2.7 Billion Net Income for First Quarter
-------------------------------------------------------------
Federal National Mortgage Association filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $2.71 billion on $33.78 billion of
total interest income for the three months ended March 31, 2012,
compared with a net loss of $6.47 billion on $37.11 billion of
total interest income for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$3.20 trillion in total assets, $3.20 trillion in total
liabilities and $268 million in total equity.

"Today's results exemplify the tremendous progress we have made
since 2009," said Michael J. Williams, president and chief
executive officer.  "Our financial performance has improved
significantly and we successfully limited losses on the legacy
book of business through our efforts to help homeowners avoid
foreclosure.  Our credit-related expenses have decreased
substantially due in part to stabilizing home prices, lower
delinquency rates, and selling foreclosed properties at market
competitive prices.  In tandem, we continue to be the primary
source of funding in the mortgage market and our new book of
business is growing, profitable, and built on strong lending
standards.  I'm proud of the people of Fannie Mae who have
delivered this significant forward progress and are focused on
maintaining this momentum."

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

                        http://is.gd/KCdA4u

A copy of the press release announcing the results is available
for free at http://is.gd/e3bLDn

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

Fannie Mae reporte a net loss of $16.85 billion in 2011, a net
loss of $14.01 billion in 2010, and a net loss of $72.02 billion
in 2009.


GAVILON LLC: Moody's Assigns 'Ba2' Rating to Amended Facility
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Gavilon LLC's
amended and extended $2.75 billion senior secured asset based
revolving credit facility due 2014. With the amendment, Gavilon is
seeking to extend the maturity of its facility by one year.
Gavilon's Corporate Family Rating remains at Ba3 and the rating
outlook is stable.

Ratings Rationale

"Despite somewhat uneven performance over the past two quarters,
Gavilon's balance sheet remains strong and its credit metrics
continue to be robust for the rating," stated John Rogers, a
Senior Vice President at Moody's.

Gavilon's Ba3 Corporate Family Rating (CFR) reflects the company's
modest scale relative to other rated global companies in the
merchandising and distribution of agricultural commodities
(grains, fertilizers, feed ingredients, oils, fats, etc), the size
of its trading and distribution operations for non-agricultural
products (crude oil, natural gas, biofuels, weather, etc.), and
limited vertical integration (relative to larger agricultural
commodity competitors and mid-stream oil companies). However,
Moody's believes these negatives are offset by a very strong
balance sheet with a Debt/Net Working Capital ratios of 0.8 and
$1.9 billion of shareholders equity, as well as management's
demonstrated ability to maintain an elevated level of liquidity
and financial flexibility. The ratings are also supported by the
detailed disclosure of its derivative and commodity exposures, and
an incentive compensation program for traders that discourages
excessive risk taking.

The stable outlook reflects the expectation of relatively strong
financial metrics for the remainder of 2012 due to expectations of
large US harvest and strengthening agricultural commodity prices.
If the company is able to demonstrate continued adherence to
conservative risk management policies, maintain a very strong
liquidity profile, and reduce the volatility in quarterly
earnings, there could be upside to the ratings over the next year
or two. A rating downgrade is unlikely, but if credit metrics
weaken significantly and the variability of its trailing four
quarter earnings and cash flow increases markedly versus other
companies in the industry, Moody's could lower the rating.

The senior secured asset-based (ABL) credit facility is only rated
one notch above the CFR due to the substantial amount of senior
secured debt in the capital structure, despite a first lien on a
substantial amount of collateral (receivables and inventory
constitute a majority of assets on the balance sheet). The ABL has
a working capital borrowing base formula combined with terms and
conditions that provide more onerous restrictions and more timely
access to information if availability declines below 10%. In
addition, lenders get cash dominion once availability has fallen
below $250 million for five consecutive days.

Ratings Assigned:

Issuer: Gavilon LLC

$2.75 billion senior secured asset based revolving credit
facility due 2014, Ba2 (LGD3, 41%)

Ratings Affirmed:

Issuer: Gavilon LLC

Corporate Family Rating, Ba3

Probability of Default Rating, Ba3

The principal methodology used in rating the Gavilon Group LLC was
the Rating Methodology for Commodity Merchandising & Processing
Companies published in December 2011.

Gavilon LLC, headquartered in Omaha, Nebraska, is a global
merchandiser and distributor of agricultural commodities (grains,
fertilizers, feed ingredients, oils, fats, etc), and petroleum and
fuel commodities (crude oil, natural gas, biofuels, etc). Gavilon
is majority owned by an affiliate of Ospraie Management L.L.C.
Revenues for the LTM ending March 31, 2012 were $18.1 billion.


GENERAC POWER: S&P Gives 'BB-' Rating to $800-Mil. Term Loan B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Waukesha, Wisc.-based Generac Power Systems Inc.'s proposed $800
million Term Loan B (one notch above its expected corporate credit
rating upon completion of the financing), with a recovery rating
of '2', indicating S&P's expectation for substantial (70% to 90%)
recovery in the event of payment default.

"We also assigned a 'B-' rating to Generac's proposed $425 million
senior unsecured financing (two notches below the expected
corporate credit rating), with a recovery rating of '6',
indicating our expectation for negligible (0% to 10%) recovery in
the event of payment default," S&P said.

"Generac's existing ratings, including the 'BB-' corporate credit
rating, remain on CreditWatch, where they were placed with
negative implications on May 8, 2012," S&P said.

"The rating actions follow Generac Power System Inc.'s
announcement that it is seeking to raise $1.2 billion to refinance
its existing debt and to pay shareholders a special cash dividend
of up to $10 per share," said Standard & Poor's credit analyst
Megan Johnston. "Generac intends to enter into an $800 million
Term Loan B due 2018 and $425 million of senior unsecured
financing due 2020. In addition, the company plans to enter into a
new $150 million asset-based lending (ABL) credit facility due
2017, which would replace its existing $150 million revolving
credit facility due 2017."

"Based on our initial analysis, we have determined that if the
transaction is completed as currently proposed, we would lower the
corporate credit rating on Generac Power Systems Inc. to 'B+' from
'BB-'. The rating outlook would be stable. The lower rating would
reflect the company's weaker credit metrics following the addition
of $650 million of debt. 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 roughly $575 million of existing balance sheet debt. As a
result of the significant increase in debt, leverage will likely
rise to about 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 manufactures 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.

"We expect to resolve our CreditWatch listing upon completion of
Generac's refinancing transactions. In resolving the CreditWatch
listing, assuming the transaction is completed as currently
proposed, we would likely lower the rating to 'B+'," S&P said.



GEO GROUP: S&P Keeps 'B+' Issuer Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB' long-term
rating on Municipal Corrections Finance L.P. (MCF), Del.'s series
2001 taxable revenue bonds on CreditWatch with negative
implications.

"The CreditWatch placement follows MCF's May 7, 2012, announcement
that The GEO Group Inc. has signed a definitive agreement to
purchase 100% of the partnership interest in MCF," said Standard &
Poor's credit analyst Richard Marino. "We are concerned that the
transaction will reduce the current separation between the MCF
general partner and The GEO Group, which operates 11 prison
facilities. We believe that the separation between the parties is
a critical factor in the rating," Mr. Marino added.

Currently, Provident Resources Group Inc. (formerly known as
Provident Foundations Inc.) is the sole member of Municipal
Corrections Finance Holdings LLC, which is the general partner in
MCF.

"Standard & Poor's expects to review the related documents and
meet with the parties involved before the transaction closes.
Provident has indicated to Standard & Poor's that the purchase has
been structured to maintain the current separation between the
companies, and verification of this will be the primary focus of
our review," S&P said.

"Provident is an independent third party with no relationship to
The GEO Group (B+/Stable). Under the current structure, if The GEO
Group, as the operator, fails to meet the requirements of the
respective government contracts, those contracts can be voided.
MCF has the ability to terminate the lease with the operator and
has covenanted to seek a new operator who will either assume the
existing agreement or enter into a similar agreement regarding
these facilities. Provident has been considered to participate in
this decision," S&P said.

"Closing of the transaction is subject to third-party approvals,
including consent of the MCF bond trustee. The GEO Group expects
to close the transaction in the second quarter of fiscal 2012,"
S&P said.

Standard & Poor's will resolve this CreditWatch once it can verify
the separation in the structure between MCF and The GEO Group.


GIBSON ENERGY: Moody's Rates Revolver & Term Loan 'Ba3'
-------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Gibson Energy
ULC's proposed $375 million senior secured revolving credit
facility and $650 million senior secured term loan B. Gibson
Energy ULC is a wholly-owned subsidiary of publicly-traded Gibson
Energy Inc (Gibson), which will provide a downstream guarantee for
the rated debt. Gibson's other ratings are unchanged. The outlook
is stable.

Ratings Rationale

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 (42%) 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.

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$180 million of negative free cash flow, which
will be funded with cash and revolver drawings. At March 31, 2012,
proforma for the proposed US$375 million revolver, Gibson had
about C$75 million of cash and US$330 million available under the
revolver, after C$45 million in letters of credit. The revolver
matures in June 2016 and the term loan B in 2018. There are no
other debt maturities. 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), 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 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: S&P Rates $1.025-Bil. Secured Debt Facilities 'BB-'
------------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' issue-level
debt rating and '3' recovery rating to Calgary, Alta.-based Gibson
Energy ULC's proposed $375 million secured revolver due 2016 and
$650 million term loan B due 2018. "The '3' recovery rating
indicates our expectation of meaningful recovery (50%-70%) in
the event of default," S&P said.

"Gibson is amending its existing credit agreement. It is
increasing its revolver to $375 million from $275 million, and re-
pricing its existing $650 million Term Loan B. The repricing of
the term loan will reduce Gibson's interest expense while the
increase in revolver size will allow the company to fund future
growth opportunities," S&P said.

"Standard & Poor's assumes default to occur in 2016, at which
point the company is no longer able to fund its fixed charges and
available liquidity has been exhausted. Our default scenario
assumes a precipitous decline in crude oil production and demand
related to sharply lower crude oil prices and weak economic
conditions in western Canada. The corresponding reduction in
industry production and demand limits the volume of hydrocarbon
products transferred through Gibson's facilities, and negatively
affects its processing and marketing activities," S&P said.

"The ratings on Gibson reflect what Standard & Poor's believes is
a fair business risk profile, with diversified revenue streams, a
solid market position in certain segments, and moderate commodity
price exposure. The ratings also reflect our view of a significant
financial risk profile, with somewhat weak credit metrics,
volatile cash flows in key segments due to cyclicality, exposure
to throughput volume fluctuation, and the company's acquisitive
strategy," S&P said.

RATINGS LIST
Gibson Energy ULC
Corporate credit rating                      BB-/Stable/--

Rating Assigned
Prop bank facilities                         BB-
  Recovery rating                             3


GREEN ENDEAVORS: Nexia Now Holds 100% of Supervoting Pref. Stock
----------------------------------------------------------------
Green Endeavors, Inc., on April 27, 2012, authorized the issuance
of 4,150,000 shares of Supervoting Preferred Stock to Nexia
Holdings, Inc., in exchange for $85,000 in debt settlement of
related party obligation owed to Nexia by the Company.  This
amount of debt will be removed from the Company's liabilities.
The shares were issued with a restrictive legend to Nexia, the
parent corporation of the Company.  The issuance of the shares
took place on May 4, 2012.  The issuance results in Nexia holding
100% of the 10 million shares of Supervoting Preferred Stock
authorized for the Company, resulting in Nexia holding 1 billion
votes in any shareholder action.  The transaction was handled as a
private sale exempt from registration under Section 4(2) of the
Securities Act of 1933.

                       About Green Endeavors

Salt Lake City, Utah-based Green Endeavors, Inc., runs two hair
care salons that feature Aveda(TM) products for retail sale.

The Company reported a net loss of $264,379 in 2011, compared with
net income of $13,939 in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.03 million
in total assets, $7.39 million in total liabilities, and a
$6.35 million total stockholders' deficit.

For 2011, Madsen & Associates CPA's, Inc., in Salt Lake City,
Utah, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company will need additional working capital for its planned
activity and to service its debt.




H D GERLACH: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: H D Gerlach Company Inc
        3914 SW Lincolnshire Rd
        Topeka, KS 66610

Bankruptcy Case No.: 12-40685

Chapter 11 Petition Date: May 9, 2012

Court: United States Bankruptcy Court
       District of Kansas (Topeka)

Judge: Janice Miller Karlin

Debtor's Counsel: Paul D. Post, Esq.
                  5897 SW 29th St
                  Topeka, KS 66614
                  Tel: (785) 273-1353
                  E-mail: paulpost@paulpost.com

Scheduled Assets: $3,799,456

Scheduled Liabilities: $1,483,646

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/ksb12-40685.pdf

The petition was signed by Harold D. Gerlach, president and
director.


HAMPTON ROADS: Files Form 10-Q, Incurs $7.4MM Net Loss in Q1
------------------------------------------------------------
Hampton Roads Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $7.40 million on $21.60 million of total interest
income for the three months ended March 31, 2012, compared with a
net loss of $31.65 million on $27.18 million of total interest
income for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $2.13
billion in total assets, $2.02 billion in total liabilities and
$105.29 million in total shareholders' equity.

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

                        http://is.gd/JF65Y4

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and fifteen ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.


HARBOR FREIGHT: S&P Keeps 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Rating Services revised its recovery rating on
Calabasas, Calif.-based Harbor Freight Tools USA Inc.'s (HFT) $750
million term loan to '3' from '4'. "The '3' recovery rating
indicates our expectation for meaningful (50%-70%) recovery of
principal in the event of a payment default," S&P said.

"This action reflects better recovery prospects for the term loan
lenders, given the proposed downsizing of the term loan to $750
million from $1 billion," said Standard & Poor's credit analyst
Mariola Borysiak.

"The issue-level rating on this debt instrument and our corporate
credit rating on the company remain unchanged at 'B+'. The outlook
remains stable," S&P said.

"The proposed dividend recapitalization and results in pro forma
debt to EBITDA increasing to about 3.8x on Jan. 31, 2011, from
about 2.7x before the transaction. We expect pro forma EBITDA
interest coverage to weaken to about 4.7x from about 5.3x before
the dividend. Although these measures are meaningfully weaker than
before the transaction, we are affirming our 'B+' corporate credit
rating, as it had already incorporated a high likelihood for
future dividends," S&P said.

"In addition, our revised better assessment of the company's
profitability provides additional capacity to support this
increased leverage and weaker coverage of interest," S&P said.

"The ratings on HFT reflect our expectation that the company's
niche position in the tools and equipment retailing industry and
its value-proposition strategy will continue to drive operational
gains. Although we believe that some modest de-leveraging will
occur over the next year because of EBITDA growth, this will
likely be temporary. The company's financial policies are very
aggressive, in our view, as a history of debt financed dividends
demonstrates, and we believe this will continue for the
foreseeable future," S&P said.

"Our outlook on HFT is stable. We expect the company's niche
position in the industry to continue to propel profitability
gains. Nevertheless, a lower rating could result if commodity cost
pressures, intensified competitive pressures, or poor execution of
the company's growth plans hurt profitability, such that leverage
increases above 5x. This could occur, for example, if same-store
sales decrease by 2% and gross margin remains flat with the Jan.
31, 2012 level. A downgrade could also result from higher leverage
because of a future debt-financed dividend. In this case, balance-
sheet debt would have to increase by about $420 million from pro
forma levels and EBITDA would have to stay constant at the Jan.
31, 2012 level," S&P said.

"We are not considering a higher rating in the near term, given
our view of the company's financial policies as very aggressive
and our anticipation that future debt-financed dividends are
likely and will keep credit measures in line with our view of the
aggressive financial risk profile," S&P said.


HAWKER BEECHCRAFT: Has 7-Member Unsecured Creditors' Committee
--------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed seven
members to serve on the Official Committee of Unsecured Creditors,
pursuant to 11 U.S.C. Sec. 1102(a) and Sec. 1102(b), in the
Chapter 11 bankruptcy cases of Hawker Beechcraft, Inc., and its
affiliates.  The Committee members are:

          1. Pension Benefit Guaranty Corporation
             1200 K Street NW,
             Washington, DC 20005-4026
             Attention: Dana Cann, Senior Financial Analyst
             Tel: (202) 326-4070, Ext. 3810
             Fax: (202) 842-2643

          2. Deutsche Bank National Trust Company
             100 Plaza One, 6th Floor
             Jersey City, NJ 07311-3901
             Attention: Rodney Gaughan, Vice President
             Tel: (201) 593-4016
             Fax: (732) 380-2345

          3. Wilmington Trust, N.A.
             50 South Sixth Street - Suite 1200
             Minneapolis, MN 55402
             Attention: Peter F. Finkel
             Tel: (612) 217-5629
             Fax: (612) 217-5651

          4. International Association of Machinists &
               Aerospace Workers
             9000 Machinist Place
             Upper Marlboro, Maryland 20772
             Attention: Ron Eldridge, Aerospace Coordinator
             Tel: (301) 967-4510
             Fax: (301) 967-4594

          5. Rockwell Collins, Inc.
             400 Collins Road, NE
             Cedar Rapids, IA 52498
             Attention: David H. Brehm, Vice President
               and Controller, Finance
             Tel: (319) 295-1940
             Fax: (319) 295-9367

          6. Pratt & Whitney Canada Corp.
             Pratt & Whitney
             400 Main Street, M/S/ 133-54
             East Hartford, CT 06108
             Attention: F. Scott Wilson, Esq.
             Tel: (860) 565-7364
             Fax: (860) 557-9946

          7. A.M. Castle & Co.
             1420 Kensington Road - Suite 220
             Oak Brook, IL 60523
             Attention: Jeffrey Torf, Deputy General Counsel
             Tel: (847) 349-2307
             Fax: (847) 241-8166

PBGC said in a statement it will push the company and its
creditors to successfully reorganize without killing its pension
plans.

"When Hawker Beechcraft entered bankruptcy the company put current
and future retirees on edge by suggesting that the pension plans
could be terminated," said J. Jioni Palmer, PBGC's Director of
Communications. "Filing for bankruptcy doesn't give companies a
pass on their pension obligations."

Collectively, the company's three plans are underfunded by more
than $600 million, making PBGC the largest creditor. Palmer said
the agency is committed to producing a winning outcome for all
parties.

"Within the past year, we worked with dozens of companies in and
out of bankruptcy to preserve their plans. The payoff is that some
200,000 people will keep their pension benefits. That's the
outcome we're striving for here."

PBGC protects the pension benefits of 44 million Americans in
27,500 private-sector pension plans.  The agency is directly
responsible for paying the benefits of more than 1.5 million
people in failed pension plans.  PBGC receives no taxpayer dollars
and never has. Its operations are financed by insurance premiums
and with assets and recoveries from failed plans.

Meanwhile, Export Development Canada, which is listed by the
Debtors as being owed $59,600,000 on account of Unsecured Notes,
has engaged U.S. counsel to represent its interest in the case:

          Craig E. Reimer, Esq.
          Joshua M. Grenard, Esq.
          MAYER BROWN LLP
          71 South Wacker Drive
          Chicago, IL 60606
          Tel: (312) 701-7049
          Fax: (312) 706-8236
          E-mail: creimer@mayerbrown.com
                  jgrenard@mayebrown.com

               - and -

          Christine A. Walsh, Esq.
          MAYER BROWN LLP
          1675 Broadway
          New York, NY 10019
          Tel: (212) 506-2500
          Fax: (212) 262-1910
          E-mail: cwalsh@mayerbrown.com

                    About Hawker Beechcraft

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

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

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

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

The Pension Benefit Guaranty Corp. is represented by Kelley Drye &
Warren LLP.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.


HAWKER BEECHCRAFT: Has Court OK to Hire Epiq as Claims Agent
------------------------------------------------------------
Hawker Beechcraft, Inc., and its debtor-affiliates won Bankruptcy
Court authority to employ Epiq Bankruptcy Solutions, LLC, as their
notice and claims agent to, among other things, (i) distribute
required notice to parties-in-interest, (ii) receive, maintain,
docket and otherwise administer the proofs of claim filed in the
Debtors' chapter 11 cases, and (iii) provide other administrative
services as required by the Debtors that would fall within the
purview of services to be provided by the Clerk of Court's office.

By separate application, the Debtors seek authority to employ Epiq
as administrative advisor.

Prior to the Petition Date, the Debtors paid Epiq a $25,000
retainer that has been replenished as appropriate.  The firm's
hourly rates are:

     Title               Standard Hourly Rates  Discounted Rates
     -----               ---------------------  ----------------
     Clerk                     $40 ?  $60       $28.00 ?  $42.00
     Case Manager              $95 ? $145       $66.50 ? $101.50
     IT/Programming           $140 ? $190       $98.00 ? $133.00
     Snr. Case Manager/
        Consultant            $165 ? $220      $115.50 ? $154.00
     Senior Consultant        $225 - $275      $157.50 - $192.50
     Vice President           $295             $200.00

Epiq's Jason D. Horwitz attests that his firm neither holds nor
represents any interest materially adverse to the Debtors' estates
in connection with any matter on which it would be employed and
that it is a "disinterested person," as defined in section 101(14)
of the Bankruptcy Code.

                    About Hawker Beechcraft

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

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

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

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

The Pension Benefit Guaranty Corp. is represented by Kelley Drye &
Warren LLP.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.


HAWKER BEECHCRAFT: Schedules Filing Deadline Extended Thru June 16
------------------------------------------------------------------
Hawker Beechcraft Inc. and their affiliates obtained a 30-day
extension -- through June 16, 2012 -- of their deadline to file
schedules of assets and liabilities, schedules of executory
contracts and unexpired leases, and statements of financial
affairs.

Pursuant to 11 U.S.C. Sec. 521 and Fed.R.Bankr.P. 1007(c), absent
an extension, the Debtors would be required to file the Schedules
and Statements within 14 days after the Petition Date.  The
Debtors estimate that they have many thousands of creditors and
parties in interest.  Their business operations require them to
maintain voluminous records that are widely dispersed throughout
the Debtors' businesses and complex accounting systems.  According
to the Debtors, these reasons -- combined with the pressures
incident to the commencement of the chapter 11 cases and the fact
that they have yet to receive or enter certain prepetition
invoices into their financial accounting system -- the Debtors
have begun, but have not yet completed, compiling the information
required to complete the Schedules and Statements.  As a result,
the Debtors anticipate they will be unable to complete the
Schedules and Statements in the time required under Bankruptcy
Rule 1007(c).

                     About Hawker Beechcraft

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

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

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

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

The Pension Benefit Guaranty Corp. is represented by Kelley Drye &
Warren LLP.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.


HAWKER BEECHCRAFT: To Protect Tax Attributes From Ownership Change
------------------------------------------------------------------
Hawker Beechcraft, Inc., and its debtor-affiliates are seeking to
limit the trading of claims against and equity securities in the
Debtors' estates.

The Debtors seek to establish an effective date for notice and
sell-down procedures for trading in claims to preserve the
Debtors' ability to formulate a plan of reorganization that
maximizes the use of their tax attributes.

The Debtors said they are currently incurring significant net
operating losses and have substantial net unrealized built-in
losses in their assets.  Notably, the Debtors may lose the ability
to use the Tax Attributes if they experience an "ownership change"
for tax purposes.  To protect their ability to use their Tax
Attributes, the Debtors may ultimately need to seek an order --
Sell-Down Order -- requiring any persons or entities that have
acquired unsecured claims against the Debtors during the chapter
11 cases in such an amount that the holders of such claims would
be entitled to receive more than 4.75% of the equity of the
reorganized Debtors to sell-down their claims below this threshold
amount.

At this stage of their case, the Debtors said it is too early to
determine whether it is necessary for the Debtors to obtain a
Sell-Down Order.  The Debtors' determination of whether to seek
approval of a Sell-Down Order will most likely occur once they
have formulated a reorganization plan.

Pursuant to sections 39(a), 59(e), l72(b), and 904(c) of the
Internal Revenue Code of 1986, the Debtors are able to carry back
and then forward the Tax Attributes to offset future taxable
income and tax liability so that they may obtain a cash refund
and improved liquidity in the future.  For instance, the Debtors
can carry back their NOLs two taxable years to obtain a cash
refund of federal income taxes previously paid in those years and
carry forward any remaining NOLs to offset their future taxable
income for up to 20 taxable years, thereby potentially recovering
cash for the benefit of their estates and potentially reducing
their future aggregate tax obligations to the extent NOLs remain
available to be carried forward.

The Debtors may also use the NOLs to offset any taxable income
generated by transactions completed during the chapter 11 cases.
In addition, the Debtors may use the Built-in Losses to offset
other taxable income.

The Debtors reported NOL carryforwards of $363.4 million for the
taxable year ending Dec. 31, 2010 and project additional tax
losses of $236.6 million for the taxable year ending Dec. 31,
2011, thus a total of $600 million of NOLs remain to carry forward
to future taxable years.

The Court's Interim Order dated May 4 provides that "Claimholders
and potential purchasers of claims against the Debtors are hereby
deemed notified that, if that the Court ultimately approves a
Sell-Down Order, claimholders that acquire claims after the date
of this Record Date Order in an amount that would entitle them to
receive more than 4.75% of the stock of the reorganized Debtors
may be subject to a required sell-down of any claims purchased
after the Record Date."

"Entry of this Record Date Order shall in no way be deemed a
determination of any kind that entry of a Sell-Down Order is
necessary or warranted in these cases and this Court's review of
any request for the entry of a Sell-Down Order shall be without
regard to entry of this Record Date Order.

"The entry of this Record Date Order shall in no way prejudice the
rights of any party to oppose the entry of a Sell-Down Order, on
any grounds, and all parties' rights are expressly preserved
hereby."

The Debtors also have filed a separate request seeking interim and
final orders (a) establishing notification and hearing procedures
regarding the trading of, or declarations of worthlessness for
federal or state tax purposes with respect to equity securities
that must be complied with before trades or transfers of those
securities or declarations of worthlessness become effective, and
(b) ordering that any purchase, sale, or other transfer of, or
declaration of worthlessness with respect to, Equity Securities in
violation of the procedures will be void ab initio.

The Debtors said this request also will protect and preserve their
valuable tax attributes, including the NOLs, as well as certain
other tax and business credits.

Unrestricted trading of Equity Securities could adversely affect
the Debtors' NOLs if (a) too many 5% or greater blocks of Equity
Securities are created or (b) too many shares are added to or sold
from such blocks such that, together with previous trading by 5%
shareholders during the preceding three-year period, an ownership
change within the meaning of section 382 of the IRC is triggered
prior to emergence and outside the context of a confirmed chapter
11 plan.  Likewise, if a 50% or greater shareholder were, for
federal or state tax purposes, to treat its Equity Securities as
having become worthless prior to the Debtors emerging from chapter
11 protection, such a claim could trigger an ownership change
under IRC Sec. 382(g)(4)(D), thus causing an adverse affect on the
Tax Attributes.

                     About Hawker Beechcraft

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

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

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

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

The Pension Benefit Guaranty Corp. is represented by Kelley Drye &
Warren LLP.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.


HAWKER BEECHCRAFT: Final DIP Hearing Set for May 30
---------------------------------------------------
Hawker Beechcraft Acquisition Company, Inc., will return to the
Bankruptcy Court May 30 to seek final approval of its request to
incur postpetition secured financing.  The hearing is set at 10:00
a.m.  Any objections to the DIP financing request are due May 25.

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

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

In an order dated May 7, the Bankruptcy Court granted the Debtors
interim permission to access $300 million of the DIP Facility.  In
addition, the Debtors obtained interim authority to use cash
collateral of their existing secured lenders to support the
Debtors' working capital needs throughout these cases.  The
Debtors' Prepetition Lenders have consented to the Debtors'
continued use of Cash Collateral.

Among others, the DIP facility will:

     -- allow the Debtors to repay in full the $124.5 million of
        obligations under a Senior Tranche Advance bridge
        financing facility by May 12; and

     -- provide the Debtors roughly $161 million in incremental
        liquidity to fund the Debtors' operations through a
        secured superpriority, priming, senior, term loan
        facility.

The Debtors said all of their prepetition lenders will be allowed
to participate in the DIP Facility, subject to the terms and
conditions set forth in the DIP Orders, the DIP Documents, and
subject to entering into a Restructuring Support Agreement.
Therefore, even though the DIP Facility involves priming the
secured liens of the Prepetition Lenders, the Prepetition Lenders
are effectively priming themselves.

The Debtors said the DIP Facility commitment is a remarkable
endorsement of the Debtors and their reorganization efforts.

Hawker Beechcraft Acquisition is the borrower under the DIP
facility.  Hawker Beechcraft Inc. and the other debtor-affiliates
serve as guarantors.

The Debtors said the DIP Facility will allow them to utilize
chapter 11's tools to reorganize in a controlled and deliberate
manner and provide the Debtors with liquidity through emergence
from chapter 11.

Upon the filing of the bankruptcy, the Debtors and the holders of
a significant majority of the Debtors' secured bank debt and
senior bond claims have agreed to a restructuring term sheet and
have executed a restructuring support agreement.  According to the
Restructuring Support Agreement, the Debtors will file a plan by
June 30 that will give 81.9% of the new stock to holders of $1.83
billion of secured debt.  The proposal has support from 68% of
secured creditors and holders of 72.5% of the senior unsecured
notes.

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

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

Holders of existing equity interests won't receive anything.

Key deadlines agreed to by the parties include:

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

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

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

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

                   About Hawker Beechcraft Inc.,

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

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

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

The Pension Benefit Guaranty Corp. is represented by Kelley Drye &
Warren LLP.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.


HAWKER BEECHCRAFT: S&P Withdraws 'D' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings,
including the 'D' corporate credit rating, on Hawker Beechcraft
Inc.

"As part of our final recovery analysis prior to withdrawing the
ratings, we revised the recovery rating on the company's secured
debt to '5', indicating our expectation of modest (10%-30%)
recovery in a default scenario, downward from '4', and maintained
our '6' recovery rating, indicating our expectation of negligible
(0-10%) recovery, on the company's senior unsecured and
subordinated debt," S&P said.

"Hawker Beechcraft Inc. filed for Chapter 11 bankruptcy protection
on May 3, 2012, after reaching an agreement with the majority of
its debtholders that will eliminate almost all of its debt. We
have completed a final recovery analysis based on the information
provided in the bankruptcy filing," S&P said.


HORIZON LINES: Incurs $32.5 Million Net Loss in First Quarter
-------------------------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net
losso of $32.51 million on $263.35 million of operating revenue
for the quarter ended March 25, 2012, compared with a net loss of
$34.07 million on $240.72 million of operating revenue for the
quarter ended March 27, 2011.

The Company's balance sheet at March 25, 2012, showed $640.74
million in total assets, $828.54 million in total liabilities and
a $187.79 million total stockholders' deficiency.

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

                        http://is.gd/oyUo8m

                        About Horizon Lines

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

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

                             Refinancing

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

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

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

                           *     *     *

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

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

HORNE INTERNATIONAL: Delays Form 10-Q for First Quarter
-------------------------------------------------------
Due to reduced staffing levels, Horne International, Inc.,
experienced delays in closing its quarter, and consequently the
Company's independent registered public accounting firm was unable
to complete its review of the Company's quarterly rreport on Form
10-Q for the period ended March 25, 2012, within the prescribed
time period without unreasonable effort or expense.  The Form 10-Q
will be filed no later than the fifth calendar day following the
prescribed due date.

                     About Horne International

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.

The Company reported a net and total comprehensive loss of
$121,000 for the 12 months ended Dec. 25, 2011, compared with a
net and total comprehensive loss of $1.04 million for the 12
months ended Dec. 26, 2010.

The Company's balance sheet at Dec. 25, 2011, showed $1.33 million
in total assets, $2.18 million in total liabilities and a $853,000
total stockholders' deficit.

For 2011, Stegman & Company, in Baltimore, Maryland, expressed
substantial doubt as to the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has experienced continuing net losses for each of the last four
years and as of Dec. 25, 2011, current liabilities exceeded
current assets by $900,000.


HOST HOTELS: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Pos
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Host Hotels & Resorts Inc. to positive from stable. "We affirmed
all ratings on the company, including the 'BB-' corporate credit
rating," S&P said.

"The positive rating outlook revision reflects our belief that
Host may improve credit measures over the intermediate term to
levels that would be in line with our targets for a one notch
higher rating, even incorporating our expectation that the company
will continue to pursue a significant level of hotel
acquisitions," said Standard & Poor's credit analyst Emile
Courtney. "We expect that U.S. RevPAR growth and Host's
demonstrated willingness and ability to incorporate a significant
amount of equity to finance acquisitions may be supportive of both
deleveraging and external growth."

"Our 'BB-' corporate credit rating on Host Hotels & Resorts Inc.
reflects our assessment of the company's financial risk profile as
'highly leveraged' and our assessment of the company's business
risk profile as 'satisfactory,' according to our criteria," S&P
said.


HOSTESS BRANDS: PBGC Urges Teamsters to Mind ERISA in Deal
----------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the Pension
Benefit Guaranty Corporation on Wednesday weighed in on the
Teamsters union's proposal for an agreement with Hostess Brands
Inc. in New York bankruptcy court, saying the proposed deal's
pension provisions are permissible as long as they comply with
labor laws.

                       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.


IMAGEWARE SYSTEMS: Amends 44-Mil. Shares Sale Prospectus
--------------------------------------------------------
Imageware Systems, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 2 to the Form S-1 relating to
the offering of 44,140,614 shares of common stock, $0.01 per
share, of ImageWare Systems, Inc., by Bruce Toll, Goldman Capital
Management MPP, Neal Goldman, et al.  All of the shares being
offered, when sold, will be sold by the selling stockholders.  The
selling stockholders will offer their shares of the Company's
common stock at a price of $1.05 per share until those shares are
quoted on the OTC Bulletin Board, or listed for trading or quoted
on any other public market, and thereafter at prevailing market
prices or privately negotiated prices.  The shares of common stock
registered for resale under this registration statement include:

   * up to 20,090,000 shares of common stock issued in a private
     placement transaction consummated on Dec. 20, 2011;

   * up to 12,252,500 shares of common stock issuable upon
     exercise of warrants issued in connection with the Private
     Placement;

   * up to 6,195,684 shares of common stock issued upon conversion
     of the Company's Series C 8% Convertible Preferred Stock upon
     consummation of the Private Placement;

   * up to 1,202,430 shares of common stock owned by BET Funding,
     LLC; and

   * up to 4,400,000 shares of common stock issuable upon exercise
     of certain warrants owned by BET Funding.

The Company will not receive any proceeds from the sale of the
shares by the selling stockholders; however, if the warrants are
exercised the Company will receive the exercise price of the
warrants, if exercised at all.  The Company will pay the expenses
of registering the shares sold by the selling stockholders.

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

                        http://is.gd/ajFD2I

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc. is
a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

The Company reported a net loss of $3.18 million in 2011,
compared with a net loss of $5.05 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $10.78
million in total assets, $16.49 million in total liabilities and a
$5.71 million total shareholders' deficit.


IMH FINANCIAL: CEO Sees Signs of Real Estate Market Recovery
------------------------------------------------------------
IMH Financial Corporation sent a letter to its shareholders
regarding several positive developments relative to its progress
in 2012.  The Company said that as a result of the actions it has
taken since the pervasive economic collapse that began in late
2008, it has positioned itself to be successful in a variety of
operating environments.

"[W]e believe there are emergent signs of a real estate market
recovery, as several key indicators appear to be trending in the
right direction," Will Meris, President & CEO of IMH Financial
Corporation said.

Mr. Willis added that the Company has made positive strides in
overcoming the challenges over the last few years, including the
resolution of multiple investigations and audits involving the
Company and its officers; the most costly and exhaustive of which
was the SEC investigation that began in mid-2010.

"While focused on the various initiatives at hand, the Company's
officers and outside consultants remain nimble and poised to
redirect our efforts as economic circumstances unfold.  We are
eager to demonstrate improved financial results to our shareholder
constituency, but also realistic enough to know that much work is
still ahead of us," Mr. Willis said.

A copy of the letter is available for free at:

                          http://is.gd/xZ0ErJ

                          About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

The Company reported a net loss of $35.19 million in 2011, a net
loss of $117.04 million in 2010, and a net loss of $74.47 million
in 2009.

The Company's balance sheet at Dec. 31, 2011, showed
$240.32 million in total assets, $75.07 million in total
liabilities, and $165.25 million in total stockholders' equity.


INMET MINING: Moody's Assigns 'B1' CFR/PDR; Rates $1BB Notes 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Inmet
Mining Corporation, including a corporate family rating of B1, a
probability of default rating of B1, and a B1 rating to the
company's proposed $1.0 billion of guaranteed senior unsecured
notes. At the same time, Moody's assigned a speculative grade
liquidity rating of SGL-2. The outlook is stable.

Moody's took the following rating actions:

Assignments:

  Issuer: Inmet Mining Corporation

     Probability of Default Rating, Assigned B1

     Corporate Family Rating, Assigned B1

     Senior Unsecured Regular Bond/Debenture, Assigned B1, LGD4-
     51%

     Speculative Grade Liquidity Rating, Assigned SGL-2

Ratings Rationale

Inmet's B1 corporate family rating reflects its limited diversity
and relatively small size, short remaining lives of the existing
mines, stable operating performance, and strong leverage and
liquidity metrics. Moody's recognizes that after the proposed
transaction, the debt levels will remain relatively low and the
company will have a significant cash balance. However, the rating
considers the operating risks associated with the mining sector,
particularly smaller miners such as Inmet, as well as the
execution risk surrounding the Cobre Panama project and the
substantive capital expenditure requirements over the rating
horizon. Moody's also considered the favorable fundamental
backdrop for copper and the relatively low risk jurisdictions that
the company operates in.

The company's current operations consist of Cayeli copper and zinc
underground mine in Turkey (approximately 30 thousand tonnes of
copper per annum), Pyhasalmi copper and zinc underground mine in
Finland (approximately 15 thousand tonnes of copper per annum),
and Cobre las Cruces open pit copper mine in Spain (approximately
40 thousand tonnes of copper per annum). The production at Cobre
las Cruces is expected to increase to approximately 60 thousand
tonnes in 2012, as a result of a new leach feed tank and oxygen
distributors installed late in 2011, which accelerates copper
leaching and supports higher copper recoveries.

The ratings reflect that the company's production is essentially
concentrated in a single commodity, is reliant on a relatively
small number of mines and represents a small proportion of global
copper supply. A negative operational event at one of the mines,
or unforeseen deterioration in market fundamentals for copper
could significantly affect the company. The ratings also reflect
short remaining reserve lives of the company's mines. At current
production levels, the remaining life of the company's producing
reserves is less than 10 years, which makes it critical for the
company to develop new production, such as the Cobre Panama
project in Panama. Short remaining reserve life also increases the
risk of margin compressions due to declining ore grades, although
Moody's expects margins to remain relatively stable over the next
two to three years.

The ratings also reflect the relatively low cost position, stable
operating performance, and long operating history in stable
jurisdictions. Moody's expects that the company's EBIT margins
will track over 30% over the rating horizon, providing a stable
level of cash flows to help finance the development of Cobre
Panama. Moody's expects that cash from operations will approximate
$500 million in 2012 and remain at healthy levels over the rating
horizon.

The Cobre Panama project, located in the Donoso District of
Panama, is owned by Minera Panama, S.A. (MPSA), an 80% owned
subsidiary of Inmet. Korea Panama Mining Corporation (KPMC), a
consortium of LS-Nikko Copper Inc. and Korea Resources
Corporation, owns 20 percent of MPSA and is a partner in the
project. Cobre Panama is one of the largest undeveloped copper
porphyry deposits in the world, and is a transformational project
for the company, with the potential to substantially boost
reserves and operating capacity. That said, the project is not
expected to be in full production until 2016 at the earliest.

The ratings reflect both the transformational nature of the
project, and the extensive capital investments needed to bring it
into production. Total remaining capital expenditures are
estimated at $6.2 billion, of which Inmet's pro-rata share is $4.9
billion. Inmet expects to partially finance this expansion with
current cash and marketable securities of approximately $1.7
billion and the proceeds from the note offering of approximately
$1.0 billion. The remaining funding is expected to come from cash
from operations, as well as other financing sources, including the
minority partner's capital contributions, an equity offering, a
sale of precious metals stream from Cobre Panama, or additional
debt. With the current note offering Moody's expects Debt/ EBITDA,
as adjusted, to remain relatively conservative for the rating,
approximately 3.0x over the rating horizon. That said, there is a
risk that the leverage would be higher should the company raise
more debt to finance the expansion or if capital expenditures
escalate.

The company's SGL-2 rating reflects its strong liquidity position.
Pro forma for the debt issuance Inmet will have approximately $2.7
billion of cash and marketable securities, and liquidity should
remain adequate, even in a more moderate copper price environment.
However, as discussed above, Inmet will have to make cash
contributions for their portion of the development requirements
surrounding Cobre Panama.

The B1 rating on the senior unsecured notes reflects the
preponderance of the unsecured debt in the capital structure. The
stable outlook reflects Moody's expectation that market conditions
and prices for copper and other base metals over the next twelve
to fifteen months will remain favorable. This should provide for a
reasonable level of cash generation to support the substantive
capital expenditures over this time frame. The outlook also
anticipates that the company will continue to maintain discipline
with respect to the use of debt in its capital structure and
adjust or slow capital spending should market conditions
deteriorate.

Going forward, the ratings could be lowered if Inmet experiences
any significant operational difficulties at either of its primary
mines, capital requirements for Cobre Panama increase
significantly, or if their liquidity position deteriorates. A
downgrade would be considered if Debt/ EBITDA, as adjusted, is
expected to exceed 4.5x. Upward rating pressure is limited at this
time due to the significant capital expenditures required over the
next several years. That said, ratings could be upgraded once the
company expands its productive capacity and increases
diversification with new mines coming online.

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

Inmet Mining Corporation is a Canadian-based global mining company
that engages in the development and production of mineral
properties in Turkey, Spain, Finland and Panama. The company
produces copper, zinc, and pyrite concentrates and is developing
one of the world's largest copper deposits, Cobre Panama. Inmet
produced over 84,000 tons of copper and 80,000 tons of zinc during
2011, and generated roughly C$1 billion in revenue.


INTERACCIONES BANKING: Chapter 15 Case Summary
----------------------------------------------
Chapter 15 Petitioner: Charles Walwyn and Robert Wilkinson
                       PricewaterhouseCoopers in Antigua,
                       as Joint Liquidators

Chapter 15 Debtor: Interacciones Banking Corporation, Ltd.
                   Jasmine Court, Suite 19
                   Friars Hill Road
                   St. John's
                   Antigua

Chapter 15 Case No.: 12-33561

Chapter 15 Petition Date: May 9, 2012

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Karen K. Brown

About the Debtor: The Antiguan liquidators filed the Chapter 15
                  petition to stop a U.S. lawsuit involving assets
                  of the winding up company.  The liquidators
                  filed a petition to wind up IBC in October 2011.
                  They 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.

Petitioners'
Counsel:          Alison Leigh Smith, Esq.
                  MCDERMOTT WILL & EMERY, LLP
                  1000 Louisiana Street, 39th Floor
                  Houston, TX 77002
                  Tel: (713) 653-1753
                  E-mail: alsmith@mwe.com

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

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


JDCK LLC: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: JDCK, LLC
        11600 SW Shilo Lane
        Portland, OR 97225-0000

Bankruptcy Case No.: 12-26468

Chapter 11 Petition Date: May 9, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Robert N. Kwan

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE NEALE BENDER RANKIN & BRILL LLP
                  10250 Constellation Blvd., Ste 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: dbg@lnbrb.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-26468.pdf

The petition was signed by Christopher Campbell, authorized agent.

Affiliates that previously filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
LSSR, LLC                              12-24557   04/25/12
Shilo Inn, Seaside
  Oceanfront, LLC                      11-34569   06/07/11


KRATOS DEFENSE: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on California-based Kratos
Defense & Security Solutions Inc. "At the same time, we revised
the outlook to positive from stable," S&P said.

"We based the outlook revision on a moderate reduction in our
leverage expectation following the planned $155 million
acquisition of Composite Engineering Inc.," said Standard & Poor's
credit analyst Chris Mooney.

"Kratos plans to fund the purchase with the proceeds of a recent
$100 million stock sale, $20 million of Kratos stock, cash on hand
and revolver borrowings. Because the company will use only a
minimal amount of debt to finance the acquisition, Standard &
Poor's expects better credit metrics than its previous
expectations. The acquisition is expected to close by the
beginning of third-quarter 2012," S&P said.

"However, 'although the acquisition improves Kratos' financial
risk profile somewhat, we believe significant uncertainty
surrounds the near-term U.S. defense budget, which could result in
lower earnings if funding for Kratos' programs is reduced or
eliminated," Mr. Mooney said.

"The acquisition of CEI expands Kratos' capabilities in tactical
missile defense, which is a relatively high-priority area of
defense spending. Key customers include the U.S. Air Force and
Navy, which are better positioned in the current defense budget
environment than the Army and Marines. Kratos currently provides
electronics and avionics that CEI aircraft use, as well as ground
flight control stations and electronics for the command and
control of CEI aerial systems. No material cost reduction or
efficiency improvements are likely from this acquisition because
the two companies have little product overlap," S&P said.


KRONOS WORLDWIDE: Moody's Assigns Ba2 CFR, Rates Term Loan Ba3
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
(CFR) to Kronos Worldwide, Inc. (KWW) and Ba3 (LGD4, 66%) rating
to its proposed $600 million senior secured term loan B. KWW is
refinancing its capital structure, using the term loan proceeds to
refinance EUR279.2 million of outstanding notes due 2013 at
subsidiary Kronos International, Inc. (KII), repay borrowings
under KII's revolver and to provide finding for general corporate
purposes and potentially for a special dividend to KWW
shareholders. An SGL-1 Speculative Grade Liquidity rating was
assigned to KWW. KWW will also establish a five year $125 million
revolving credit facility and KII will amend the terms of its
EUR80 million ABL revolving credit facility to extend the
maturity. The outlook is stable.

This a first time rating for KWW. Once the KII notes due 2013 are
repaid, Moody's will withdrawn KII's CFR and SGL-1 Speculative
Grade Liquidity rating, and the rating on the notes due 2013.

The following summarizes the ratings actions:

Kronos Worldwide, Inc.

Ratings assigned:

Corporate family rating -- Ba2

Probability of default rating -- Ba2

$600mm sr sec term loan B due 2019 -- Ba3 (LGD4, 66%)

Speculative Grade Liquidity rating -- SGL-1

Outlook: Stable

Kronos International Inc.

Ratings affirmed:

Corporate family rating -- Ba3**

Probability of default rating -- Ba3**

6.5% Sr Sec Notes due 2013 -- B1 (LGD5, 76%)**

Speculative Grade Liquidity rating assigned: SGL-1**

Outlook: Stable **

** to be withdrawn after the notes due 2013 are retired.

Ratings Rationale

Moody's views the move of Kronos' borrowings to its global holding
entity as a credit positive given the additional revenue, EBITDA,
and geographic diversity at KWW. KWW had 2011 revenues of $1.9
billion, compared to KII's $1.4 billion. KWW's Ba2 CFR reflects
its strong operating performance and credit metrics, and Moody's
expectation that the current favorable TiO2 industry conditions
will continue to support strong free cash flow generation. The
TiO2 industry has experienced dramatic improvements in
profitability for the past two years and could continue to enjoy
elevated margins, even with the large increases in titanium
feedstock prices being implemented in 2012. KWW's EBITDA margins
expanded from 17% (include Moody's analytical adjustments) for
2010 to 32% for 2011. The company also achieved record production
levels in 2011 and actual sales volumes have recovered to pre-2008
levels. The company also paid down EUR120.8 million of its EUR400
million notes due 2013, during 2011, helping to reduce leverage to
0.9x at December 31, 2011. At the close of the transaction, pro
forma leverage is expected to be roughly 1.3x after Moody's
standard adjustments.

The term loan is rated one notch lower than the KWW CFR, as a
result of being structurally subordinated to the revolver debt at
its European subsidiaries and trade payables at its non-guarantor
operating subsidiaries. It will have a second lien on the working
capital of certain of its North American subsidiaries and security
in the stock of operating subsidiaries. However, it will not have
security in any fixed assets.

Moody's assigned a speculative grade liquidity assessment of
SGL-1 to KWW. Its liquidity is supported by its positive cash flow
from operations, cash balances, and full availability under its
new $125 million ABL revolver and amended European revolver. The
firm generated $174 million of free cash flow in 2011, a record
during the past ten years.

The outlook is stable. In 2012, Moody's expects the company to
continue to generate credit metrics supportive of a higher rating,
but KWW's CFR is tempered by recognition that the TiO2 industry is
experiencing peak cyclical conditions and by the company's
reliance on the market for a single commodity chemical - TiO2.
Despite investment grade credit metrics, there is currently
limited upside to the rating absent a diversification of its
revenue streams.

The principal methodology used in rating Kronos Worldwide was the
Global Chemical 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.

Kronos Worldwide, Inc., headquartered in Dallas, TX, produces and
markets TiO2 pigments in the U.S., Canada, and Europe. The company
reported sales of $1.9 billion for the twelve months ended
December 31, 2011.


LAGUNA BRISAS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Laguna Brisas, LLC filed with the U.S. Bankruptcy Court for the
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,000,000
  B. Personal Property            $1,097,815
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,007,070
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $10,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,965,594
                                 -----------      -----------
        TOTAL                    $15,097,815      $13,982,664

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

                        About Laguna Brisas

Laguna Beach, California-based Laguna Brisas, LLC doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Campbell, since Oct. 3, 2011.

M. Jonathan Hayes, Esq., at the Law Office of M. Jonathan Hayes
represents the Debtor in its restructuring effort.  The petition
was signed by Dae In "Andy" Kim, managing member.


LAGUNA BRISAS: Taps M. Jonathan Hayes as Bankruptcy Counsel
-----------------------------------------------------------
Laguna Brisas, LLC, asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ M. Jonathan Hayes,
Esq. at the Law Office of M. Jonathan Hayes as its general
bankruptcy counsel.

The hourly rates of the firm's personnel assigned the case are:

         Mr. Hayes                             $435
         Roksana Moradi, associate             $265
         Elizabeth Massad, law clerk        $95 - $165
         Carolyn Afari, law clerk           $95 - $165

Mr. Hayes received a prepetition retainer of $20,000, plus the
filing fee of $1,046 which was deposited into his client trust
account.  The source of the funds was a loan by the Debtor from
Kae Nam Kim, a creditor of the Debtor.

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

                     About Laguna Brisas, LLC

Laguna Beach, California-based Laguna Brisas, LLC doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Campbell, since Oct. 3, 2011.

M. Jonathan Hayes, Esq., at the Law Office of M. Jonathan Hayes
represents the Debtor in its restructuring effort.  The Debtor
disclosed $15,097,815 in assets and $13,982,664 in liabilities.
The petition was signed by Dae In "Andy" Kim, managing member.


LAWSON-CURRELL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lawson-Currell Centre, LLC
        3636 Nobel Dr., Suite 350
        San Diego, CA 92122

Bankruptcy Case No.: 12-53559

Chapter 11 Petition Date: May 9, 2012

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

Judge: Stephen L. Johnson

Debtor's Counsel: Stuart J. Wald, Esq.
                  LAW OFFICES OF STUART J. WALD
                  13206B Fiji Way
                  Marina Del Rey, CA 90292
                  Tel: (310) 429-3354

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/canb12-53559.pdf

The petition was signed by Phil Jemmett, managing member,
Breakwater Southeast Holdings LLC.


LIBBEY GLASS: Moody's Rates New $450MM Senior Secured Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 to Libbey Glass Inc.'s
proposed $450 million senior secured notes due 2020. At the same
time, Moody's affirmed Libbey's Corporate Family and Probability
of Default Ratings of B2 and its Speculative Grade Liquidity
Rating of SGL-2. The B2 rating on Libbey's $360 million existing
senior secured notes due 2015 was also affirmed. Moody's expects
to withdraw this rating once the transaction closes. The rating
outlook remains positive.

"In our opinion, the proposed transaction is neutral in terms of
debt leverage as the underfunded pension obligation adjustment
will be replaced with balance sheet debt," stated Moody's Analyst
Mariko Semetko.

The positive outlook continues to reflect Moody's expectation that
Libbey will strengthen its credit profile through a combination of
earnings growth, expense control, and a continuation of
conservative financial policies.

Proceeds from the new senior secured notes will be used primarily
to repay the company's $360 million existing senior secured notes
due 2015 and to fund $80 million of the company's U.S. pension
plan's underfunded obligation. The rating assigned to the proposed
notes is subject to receipt and review of final documentation.
Concurrently, the company also plans to refinance its asset-based
revolving facility (ABL) expiring in 2016 with a new $100 million
ABL (unrated by Moody's) expiring in 2017.

The following rating was assigned:

- Proposed $450 million senior secured notes due 2020, B2 (LGD4,
   53%)

The following ratings were affirmed:

- Corporate Family Rating, B2

- Probability of Default Rating, B2

- Speculative Grade Liquidity Rating, SGL-2

- $360 (originally $400) million senior secured notes due 2015,
   B2 (LGD3, 47%)

Rating Rationale

Libbey's B2 Corporate Family Rating incorporates the company's
significant presence in the U.S. foodservice and retail glassware
industries, a revenue base that is diversified internationally and
by customer, its extensive distribution channels, its well
recognized brand names, and its good liquidity. The cyclicality of
the company's revenues and the capital intensive nature of its
operations constrain the rating.

Ratings could be upgraded if debt/EBITDA is sustained below 4.5
times while improving profitability and maintaining good
liquidity.

The outlook could be stabilized if global demand for glassware
declines materially, liquidity deteriorates, or financial policies
become less conservative. In addition, ratings could be downgraded
if debt/EBITDA is expected to be maintained above 5.0 times or if
EBITA/interest expense is expected to approach 1.0 times.

The principal methodology used in rating Libbey Glass Inc. was the
Global Consumer Durables Industry Methodology published in October
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Toledo, Ohio, Libbey Glass Inc. manufactures
glass tableware, ceramic dinnerware and flatware. The company
serves foodservice, retail, and business-to-business customers in
over 100 countries. Libbey reported sales in the last twelve
months ended March 31, 2012 of roughly $820 million. Libbey Glass
Inc. is the operating subsidiary of Libbey Inc.


LIGHTSQUARED INC: May File for Bankruptcy by Monday Evening
-----------------------------------------------------------
The Wall Street Journal's Mike Spector and Dow Jones Newswires'
Greg Bensinger report that people familiar with the matter said
LightSquared Inc. was preparing Sunday to file for bankruptcy
protection after negotiations with lenders to avoid a potential
debt default faltered.

According to the report, LightSquared and its lenders still have
until 5 p.m. Monday to reach a deal that would keep the company
out of bankruptcy court, and there were some indications over the
weekend that a final decision hadn't yet been reached on its fate.
Still, the two sides remained far apart, and people involved in
the negotiations expected LightSquared to begin making bankruptcy
preparations in earnest.

Some of the sources said LightSquared's board had planned
tentatively to meet Sunday to discuss authorizing a bankruptcy
filing.  It is likely a Chapter 11 bankruptcy filing would come
sometime before Monday evening, the sources said.

According to the report, people familiar with the matter said
LightSquared received a waiver from lenders to keep it from
defaulting.  The lenders have extended the waiver twice, but
aren't expected to do so again before it expires Monday evening.

According to the report, the sources said Philip Falcone, whose
Harbinger Capital Partners is LightSquared's main backer, couldn't
agree with lenders on how to cede ownership stakes in the company
to them over time.  The sources also said there were a number of
other terms separating the two sides.

According to the report, the lenders wanted LightSquared to be
overseen by an independent board that didn't include Mr. Falcone.
The hedge-fund manager tacitly agreed to that, but the financial
restructuring created a gulf between the two sides. The lenders
also wanted to hold Mr. Falcone personally liable for a future
bankruptcy filing under certain circumstances, but Mr. Falcone
balked at that term, especially since he was poised to no longer
sit on LightSquared's board or make major decisions for the firm,
the people said.

The report notes the lenders hold more than half of the company's
$1.6 billion in senior debt, allowing them to block any
reorganization plan not to their liking.

The report also notes several people familiar with the matter said
Sound Point Capital, a small hedge fund with ties to Charlie
Ergen, the satellite mogul and head of Dish Network Corp., engaged
in a transaction with investor Carl Icahn to unload Mr. Icahn's
LightSquared position earlier this month.  The bank-debt trade
hasn't yet settled, leaving those in the negotiations unsure of
the ultimate buyer, said people close to the matter.


LODGENET INTERACTIVE: Files Form 10-Q, Incurs $2.1MM Loss in Q1
---------------------------------------------------------------
LodgeNet Interactive Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $2.09 million on $94.69 million of total
revenues for the three months ended March 31, 2012, compared with
a net loss of $908,000 on $107.72 million of total revenues for
the same period during the prior year.

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

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

                        http://is.gd/9NCC0g

                     About LodgeNet Interactive

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

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

                           *     *     *

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

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


LODGENET INTERACTIVE: S&P Lowers Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.-based in-room entertainment and data services
provider LodgeNet Interactive Corp. to 'B-' from 'B'. The rating
outlook is stable.

"We also lowered our issue-level rating on LodgeNet's senior
secured bank debt to 'B-' from 'B' (at the same level as the 'B-'
corporate credit rating on the company). The recovery rating on
this debt remains unchanged at '3', indicating our expectation of
meaningful (50%-70%) recovery for lenders in the event of a
payment default," S&P said.

"The downgrade reflects LodgeNet's weaker-than-expected first
quarter operating performance resulting in a narrow cushion of
compliance with its leverage covenant, which tightens to 3.75x
from 4.00x in the fourth quarter of 2012," said Standard & Poor's
credit analyst Jeanne Shoesmith. "The company had an 8% EBITDA
cushion of compliance against its leverage covenant at March 31,
2012. We believe LodgeNet will need to amend covenants or
significantly reduce debt in order to maintain compliance with
covenants, based on our expectation that EBITDA will keep
declining for the rest of 2012."

"The 'B-' rating reflects our expectation that the company may
face difficulty in maintaining compliance with its bank covenants
because of continued pressure on guest entertainment revenue and
fewer rooms served, as well as high capital expenditures that we
believe will reduce cash flow available for debt repayment. We
view LodgeNet's business risk profile as 'vulnerable', because of
negative secular and cyclical trends at its guest entertainment
business. We view LodgeNet's financial risk profile as 'highly
leveraged' (based on our criteria), because of our expectation
that the company's cushion of compliance with covenants will
remain narrow and that the majority of operating cash flow will be
used for capital spending," S&P said.

"LodgeNet is a provider of in-room entertainment and data services
to hotels and to a lesser extent, hospitals and other guest-based
businesses. Its operating results are subject to trends in
consumer and corporate travel; the discretionary nature of
traveler purchases; the unpredictable success of movies, which
generate the majority of room revenue; and consumers' changing
habits in accessing entertainment. We see a risk that longer term
increases in broadband access (complementary or fee-based) in
hotel rooms, along with growing usage of portable devices, could
continue to reduce demand for LodgeNet's core on-demand movie
services. Higher margin guest entertainment revenue (53% of
revenue in 2011) continues to be under cyclical and secular
pressure, declining 14% in 2011, 13% in 2010, and 19% in 2009. We
do not expect guest entertainment revenue to return to growth as a
result of the increased penetration of broadband and high-speed
cellular networks, combined with a shift by consumers to viewing
more content online. Thus far, the company has been able to
maintain its EBITDA margin in the mid-20% area by reducing
operating expenses. Nevertheless, EBITDA fell 5% in 2011 and 12%
in 2010," S&P said.


MAGIC CITY DOUGHNUT: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Magic City Doughnut Corp.
        dba Krispy Kreme Doughnuts
        P.O. Box 569
        Augusta, GA 30903

Bankruptcy Case No.: 12-07126

Chapter 11 Petition Date: May 8, 2012

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

Judge: Michael G. Williamson

Debtor's Counsel: Harley E. Riedel, Esq.
                  STICHTER RIEDEL BLAIN & PROSSER, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  E-mail: hriedel.ecf@srbp.com

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

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

A copy of the Company's list of its 17 largest unsecured creditors
is available for free at http://bankrupt.com/misc/flmb12-07126.pdf

The petition was signed by Robert L. McCoy, vice-president.


MALABAR MOTEL: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Malabar Motel and Mobile Home Park, L.L.C.
        dba Malabar Motel
        1111 Ponce De Leon Boulevard
        Saint Augustine, FL 32084

Bankruptcy Case No.: 12-03149

Chapter 11 Petition Date: May 9, 2012

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

Judge: Paul M. Glenn

Debtor's Counsel: Jason A. Burgess, Esq.
                  THE LAW OFFICES OF JASON A. BURGESS, LLC
                  118 West Adams Street, Suite 900
                  Jacksonville, FL 32202
                  Tel: (904) 354-5065
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $825,959

Scheduled Liabilities: $1,648,789

A copy of the Company's list of its 10 largest unsecured creditors
is available for free at http://bankrupt.com/misc/flmb12-03149.pdf

The petition was signed by Farid Ashdji, managing member.

Affiliate that previously filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Rena Four, Inc.                       11-08080            11/03/11


MARRICK PROPERTIES: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Marrick Properties, LLC
        dba The Pier Hotel
        5434 Adams Morgan Way
        New Port Richey, FL 34653

Bankruptcy Case No.: 12-07179

Chapter 11 Petition Date: May 9, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Sheila D Norman, Esq.
                  NORMAN AND BULLINGTON, P.A.
                  1905 West Kennedy Blvd
                  Tampa, FL 33606
                  Tel: (813) 251-6666
                  Fax: (813) 254-0800
                  E-mail: sheila@normanandbullington.com

Scheduled Assets: $698,650

Scheduled Liabilities: $1,415,417

A copy of the Company's list of its 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb12-07179.pdf

The petition was signed by Miguel Perez, managing member.

Affiliates that previously filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Maritza Perez                          11-21898   11/30/11
Townlakes Square, LLC                  12-07178   05/09/12


MERRILL CORP: S&P Cuts Corp. Credit Rating to 'CCC-'; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on St. Paul,
Minn.-based Merrill Corp. to 'CCC-'from 'CCC+'. The outlook is
negative.

"At the same time, we lowered our issue-level ratings on
subsidiary Merrill Communications LLC's first-lien facilities to
'CCC' and the second-lien term loan to 'C'. Our recovery ratings
on the credit facilities remain unchanged (first-lien at '2' and
second-lien at '6')," S&P said.

"The downgrade reflects the potential for a near-term covenant
violation and technical default, as well as risks to completing a
refinancing," said Standard & Poor's credit analyst Chris
Valentine. "Merrill would have limited liquidity absent a
refinancing as the revolving credit facility (67% of which was
drawn as of October reporting) matures on June 29, 2012 and access
is constrained by financial covenants. We understand the company
may have made progress towards a refinancing but our rating action
reflects the risks surrounding the pending maturity dates."

"We view Merrill Corp.'s financial risk profile as 'highly
leveraged' because of its high debt leverage, near term debt
maturities, and historically narrow cushion of covenant
compliance. Merrill Corp.'s business risk profile, in our opinion,
is 'vulnerable' because of the high degree of volatility in
operating performance given the company's reliance on the
financial services industry, and niche segments of the printing
and document services industry. Our negative rating outlook
reflects the potential for a downgrade, if Merrill cannot
refinance its term loan and revolving credit facility, or if it
encounters obstacles refinancing," S&P said.

"Merrill is structured as two distinct operating units: Legal and
Financial Transaction Services (LFTS) and Marketing and
Communication Solutions (MCS). We estimate that LFTS generated
roughly 70% of Merrill's consolidated revenue in the nine months
ended Oct. 31, 2011. Though revenues are dominated by services to
businesses, Merrill is still exposed to declining trends in print
volumes, and increasing use of digital composition and
transmission of financial documents. The company's results tend to
be highly correlated with conditions in the financial services and
legal fields," S&P said.


MILLAR WESTERN: Moody's Affirms 'B2' CFR/PDR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service lowered the short-term liquidity rating
to SGL-3 from SGL-2 for Millar Western Forest Products Ltd. This
action reflects Moody's expectation that expected cash consumption
is likely to erode Millar Western's liquidity position. Moody's
affirmed the company's B2 Corporate Family Rating ("CFR"), B2
Probability of Default Rating, and the B3 rating on its senior
unsecured notes due 2021. The rating outlook is stable.

Actions:

  Issuer: Millar Western Forest Products Ltd.

    Corporate Family Rating, Affirmed B2

    Probability of Default Rating, Affirmed B2

    $210 million Senior Notes due 2021, Affirmed B3 (adjusted
    point estimates to LGD4 63% from LGD4 62%)

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

Outlook is Stable.

Ratings Rationale

The downgrade of the short-term liquidity rating to SGL-3 from
SGL-2 reflects Moody's view that Millar Western could burn up to
$25 million of cash during 2012. Moody's anticipates the recent
expiration of lumber hedges will result in weakened segment
performance despite Moody's expectations for modestly higher
benchmark lumber prices. Moody's also believes the pulp business
will be challenged by lower prices in 2012 relative to 2011
levels. As a result, despite lower capital spending following the
recent completion of the Fox Creek sawmill rebuild project,
Moody's believes the company will continue to consume cash absent
an improvement in end market conditions. An undrawn $50 million
asset-based revolving credit facility provides good back-up
liquidity to fund seasonal needs or unforeseen developments.
Millar Western completed an amend-and-extend transaction on this
facility, which now matures in July 2015, and is a key factor in
Moody's view of the company's liquidity.

Moody's has maintained the CFR at the B2 level because the
company's liquidity position is adequate to support operations
over the near-term and mid-cycle credit metrics remain supportive
of the company's intermediate term credit profile. The stable
outlook incorporates expectations for up to $25 million of cash
consumption in 2012 and anticipates a return to cash generation
with improved market conditions in 2013. Moody's could revise the
outlook to negative or downgrade the ratings if Moody's expects
the company to continue to consume cash beyond 2012 and further
erode its liquidity position, or if Moody's expects worsening
business conditions. Upward rating momentum is limited. A rating
upgrade likely would require a combination of increased scale and
a sizeable cash balance to withstand a future downturn with
greater financial cushion.

The principal methodology used in rating Millar Western Forest
Products, Ltd was the Global Paper and Forest Products Industry
Methodology published in September 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.

Millar Western Forest Products Ltd., headquartered in Edmonton,
Alberta, is a privately-held producer of lumber and pulp. The
company reported revenues of C$285 million in 2011.


MISSISSIPPI HIGHER: Moody's Cuts Ratings on 20 Bonds to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service downgraded 20 classes of senior bonds
issued by Mississippi Higher Education Assistance Corporation
under a master indenture established as of July 1, 1999. The
underlying collateral consists of a pool of Federal Family
Education Loan Program (FFELP) student loans that are guaranteed
by the Department of Education for a minimum of 97% of defaulted
principal and accrued interest.

RATINGS:

The complete actions are as follows:

Issuer: Mississippi Higher Education Assistance Corporation (1999
Indenture)

Senior 99A-1, Downgraded to Ba1 (sf); previously on Oct 17, 2011
Aaa (sf) Placed Under Review for Possible Downgrade

Senior 99A-3, Downgraded to Ba1 (sf); previously on Oct 17, 2011
Aaa (sf) Placed Under Review for Possible Downgrade

Senior 2000-A-1, Downgraded to Ba1 (sf); previously on Oct 17,
2011 Aaa (sf) Placed Under Review for Possible Downgrade

Senior 2000A-2, Downgraded to Ba1 (sf); previously on Oct 17, 2011
Aaa (sf) Placed Under Review for Possible Downgrade

Senior 2000A-3, Downgraded to Ba1 (sf); previously on Oct 17, 2011
Aaa (sf) Placed Under Review for Possible Downgrade

Senior 2000A-4, Downgraded to Ba1 (sf); previously on Oct 17, 2011
Aaa (sf) Placed Under Review for Possible Downgrade

Senior 2001-A-1, Downgraded to Ba1 (sf); previously on Oct 17,
2011 Aaa (sf) Placed Under Review for Possible Downgrade

Sr. 2003-A-1, Downgraded to Ba1 (sf); previously on Oct 17, 2011
Aaa (sf) Placed Under Review for Possible Downgrade

Sr. 2003-A-2, Downgraded to Ba1 (sf); previously on Oct 17, 2011
Aaa (sf) Placed Under Review for Possible Downgrade

2003A-3, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

2004A-2, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

2004A-3, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

2004A-4, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

2005A-1, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

2005A-2, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

2005A-3, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

2005A-4, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

2005A-5, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

2006A-1, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

2006A-2, Downgraded to Ba1 (sf); previously on Oct 17, 2011 Aaa
(sf) Placed Under Review for Possible Downgrade

Ratings Rationale

Moody's downgraded the bonds because of insufficient credit
enhancement including overcollateralization, cash in the trust
accounts and excess spread necessary to protect the investors
against losses due to the negative excess spread generated in high
interest rate cash flow scenarios. The application of high
interest rate and higher default rates in various cash flow
scenarios under the "Moody's Approach to Rating Securities Backed
by FFELP Student Loans" methodology, published on April 2, also
contributed to the downgrade of the senior bonds.

Negative excess spread erodes the collateral base by using
principal collections to cover interest shortfalls, thus causing
further reduction in excess spread. Although both total parity,
i.e. the ratio of total assets to total liabilities, and senior
parity, i.e. the ratio of total assets to total senior
liabilities, were high at 110.50% and 125.42%, respectively, as of
the March 31, 2012, reporting date, the higher parity levels are
not sufficient to cover the significant parity erosion due to the
negative excess spread, which was approximately -1.4% and -2.4%
per annum in Moody's expected and Baa stress cash flow scenarios,
respectively. In addition, the excess spread is very sensitive to
the level of interest rate tested in the cash flow scenarios. As
of the March 31, 2012 reporting date, 43% of the transaction
liability was funded by tax-exempt auction rate securities.
Because the coupon payments for tax-exempt auction rate securities
are a multiple of an interest rate index while the asset yield is
equal to an index plus a spread, the transaction will have a
disproportionate increase in the coupon payments as compared to
the asset yield in a higher interest rate scenario, leading to
lower excess spread in high interest rate scenario.

The downgrades of some senior bonds are also prompted by the lack
of the mandatory redemption provisions in the transaction's
documents. The Corporation can choose when to pay down the bonds
and which bonds to pay down, subject to the maintenance of the
total and senior parity requirements for the redemption of the
subordinate bonds. In the absence of mandatory redemption, the
Corporation can choose to keep the cash collections without paying
down bonds. Because the interest earnings on the cash are much
lower than the coupon payments on the bonds, thus accumulated cash
will reduce the transaction's excess spread, which will lead to a
decline in parity and the eventual principal default on the legal
maturity dates. To address such risk, Moody's assumed in its cash
flow scenarios that the Corporation will hold cash collections for
a few years before using them to pay down the bonds.

The principal methodology used in these rating actions was
"Moody's Approach to Rating Securities Backed by FFELP Student
Loans", published on April 2, 2012, and is available at
www.moodys.com in the Rating methodologies subdirectory under the
Research & Ratings tab. Other methodologies and factors that may
have been considered in the process of rating this issue can also
be found in the Rating Methodologies sub-directory on Moody's
website.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics. Primary sources of uncertainty with
regard to excess spread are increased basis risk. Ratings on Class
A would not be upgraded if spread between LIBOR index on the
liability side and the 1 month LIBOR index on the asset side is 10
bps lower, or downgraded if the spread is 10 bps higher.

To assess rating implications of the higher expected losses, each
individual transaction was run through a variety of stress
scenarios using the Structured Finance Workstation(R)(SFW), a cash
flow model developed by Moody's Wall Street Analytics.


MOMENTIVE PERFORMANCE: Moody's Cuts Corp. Family Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service lowered Momentive Performance Materials
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, and lowered the company's
outstanding debt ratings (see below). These actions follow the
company's weak first quarter results and expectations for a slower
than expected recovery in volumes in 2012. The Speculative Grade
Liquidity Rating was lowered to SGL-3 from SGL-2 due to the lower
level of cash on the balance sheet and the limited ability to
generate meaningful free cash flow with earnings near current
levels. The outlook for the company's ratings is stable.

"Volumes are expected to recover slower than previously
anticipated in 2012 and margins are likely to remain under
continued pressure, especially in Asia, as new industry capacity
is absorbed," stated John Rogers, Senior Vice President at
Moody's. "The lack of meaningful near-term debt maturities or
liquidity concerns limits further downside to the rating over the
next two years."

Ratings Rationale

The downgrade to a Caa1 CFR reflects the slower than expected
recovery in EBITDA as a result of new industry capacity, weaker
than anticipated demand in key downstream markets -- automotive
and electronics. While quarterly EBITDA should improve to the $70-
90 million per quarter for the remainder of the year, credit
metrics will continue to be extremely weak. MPM's leverage
(Debt/EBITDA of 12.5x at March 31, 2012), outweigh its strong
business profile and the expectation that earnings and cash flow
will improve over the next four quarters. As of March 31, 2012 the
companys weak credit metrics include minimal Retained Cash
Flow/Debt (RCF/Debt; less than 1%) and negative Free Cash
Flow/Debt (FCF/Debt). The aforementioned ratios reflect Moody's
Global Standard Adjustments, which include the capitalization of
pensions and operating leases, as well as MPM's HoldCo PIK debt
(the PIK debt has a value of $708 million at March 31, 2011 and is
accreting at 11% per year, or roughly $80 million/year).

The stable outlook reflects that operating performance will
improve modestly through the year, as well as the good liquidity
position with no near-term maturities. Moody's expects continued
soft demand through 2012 and anticipates a slower recovery in
volumes, such that unadjusted EBITDA could remain below $300
million on an LTM basis for several quarters. The ratings would
decline if the company's EBITDA remains below $300 million at the
end of 2012, or if cash and revolver availability falls, or
appears likely to fall, below $200 million for a sustained period.
Moody's expects that the company will continue to improve its
liquidity and actively manage their capital structure and upcoming
debt maturities. While an upgrade is unlikely in the near-term, if
MPM is able to raise its EBITDA above $450 million/year Moody's
would consider a higher rating. Moody's would also look for
FCF/Debt above 2% and RCF/Debt above 6% on a sustainable basis.

The Speculative Grade Liquidity Rating was lowered to SGL-3 from
SGL-2 as a result of the decrease in balance sheet cash and
expectations for negative free cash flow through the year as
volumes will continue to be pressured by macroeconomic issues,
specifically reflected by slowdowns in Europe and China. MPM's
liquidity is supported by cash of $122 million and revolver
availability of $259 million, as of March 31, 2012, with minimal
usage under the revolver. There is little concern regarding MPM's
ability to maintain compliance with covenants given their
covenant-light terms. Maturities of long term debt will be of
greater concern by the end of 2013; maturities are $179 million in
2014 and $994 in 2015.

Ratings downgraded:

Momentive Performance Materials Inc.

Corporate Family Rating to Caa1 from B3

Probability of Default Rating to Caa1 from B3

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

Guaranteed senior secured revolver due 2014 to B1 (LGD2, 12%)
from Ba3 (LGD2, 12%)

Guaranteed senior secured term loan due 2015 to B1 (LGD2, 12%)
from Ba3 (LGD2, 12%)

Guaranteed senior secured 2nd lien notes due 2014 to B3 (LGD3,
40%) from B2 (LGD3, 35%)

Guaranteed senior unsecured notes due 2021 to Caa1 (LGD4, 57%)
from Caa1 (LGD4, 58%)

Senior subordinated notes due 2016 to Caa3 (LGD5, 84%) from Caa2
(LGD5, 84%)

The outlook is stable.

The principal methodologies used in rating Momentive Performance
Material Inc were the Global Chemical Industry rating methodology
published in December 2009, and the Loss Given Default methodology
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.

Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide. The company has two divisions: silicones
(which accounted for roughly 90% of revenues) and quartz. Revenues
were roughly $2.6 billion for the LTM ending March 31, 2012.


MOMENTIVE PERFORMANCE: Names J. Dandolph as Unit EVP & President
----------------------------------------------------------------
Momentive Performance Materials Inc. promoted of John Dandolph to
Executive Vice President and President of the Company's Silicones
and Quartz Division.  Mr. Dandolph will be responsible for leading
all functions of Momentive's global Silicones, Quartz and Ceramics
businesses.

Mr. Dandolph most recently served as President and CEO for
Momentive's Silicones business in the Asia Pacific region for more
than two years.  He previously was Chief Financial Officer for the
Company's Silicones Asia Pacific business.  He joined Momentive in
December 2006 from General Electric (GE) through the acquisition
of GE Advanced Materials.  Prior to Momentive, Mr. Dandolph served
as Financial Planning and Analysis Manager for the Pacific and
Finance Manager for Japan and Korea at GE Advanced Materials.  He
also held various finance roles in North America and Mexico for GE
Plastics. Mr. Dandolph began his career at GE in 2001.

"John Dandolph is a talented, well-respected executive and
strategic thought leader," said Craig O. Morrison, Chairman,
President and CEO of Momentive.  "John understands our customers'
needs and at the same time, has clearly established himself as a
proven champion of fiscal responsibility.  I am confident that
John will serve as a catalyst for driving continued growth,
sustainability and success for Momentive's Silicones and Quartz
Division.  We look to his leadership and experience to take the
division to the next level in the industry."

Mr. Dandolph earned a bachelor's degree in business from Boston
University.

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was $42
million.

The Company's balance sheet at March 31, 2012, showed
$3.07 billion in total assets, $3.90 billion in total liabilities,
and a $832 million total deficit.

                           *     *     *

Momentive carries a 'B3' corporate family and probability of
default ratings from Moody's Investors Service.

"The impact of softening demand and high raw material prices has
disrupted the trajectory of improving fundamentals, and will
result in an acceleration of cost reduction activities," stated
John Rogers, Senior Vice President at Moody's, in November 2011,
when Moody's affirmed the ratings.

Moody's said, the B3 CFR continues to be constrained by MPM's
elevated leverage and weak credit metrics, which outweigh its
strong business profile and improved maturity schedule.  As a
result of the softening demand and high raw materials prices, the
2011 operating performance will underperform that of 2010 and will
challenge credit metrics more than previously expected.

MPM's good liquidity is supported by the company's cash balance of
$250 million and the expectation for positive free cash flow
generation over the next four quarters.  Maturities of long term
debt will become a greater concern by the end of 2012; maturities
are $215 million in 2013, $300 million in 2014, and $840 million
in 2015.


MONTANA ELECTRIC: Trustee Taps Harper Lutz as Valuation Consultant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana authorized
Lee A. Freeman, the duly appointed and acting Chapter 11 trustee
for Southern Montana Electric Generation and Transmission
Cooperative, Inc., to employ Harper Lutz Zuber Hofer and
Associates as valuation consultant.

Harper Lutz is expected to provide valuation consultation
services, including those related to (i) opining on the values of
the Debtor's wholesale power contracts with its members; and (ii)
serving as a consulting expert on valuation issues related to the
Contracts.  The trustee may also use the firm for litigation
support; if so, the trustee will separately move to expand the
scope of the firm's retention.

The hourly rates for the professionals and assistants who are
expected to work on the case are:

         Melinda M. Harper, member               $360
         Mitchell S. Hoffman, senior associate   $310
         Randi Morgan, associate                 $130

In addition, the hourly rates for the professionals and assistants
who may work on the case are:

         Greg R. Weiss, senior associate         $210
         Kristene L. Roper, associate            $210
         Heather A. MacKendrick, associate       $125
         Sheri L. Kelley, associate               $65

The trustee has agreed to provide a $10,000 security retainer.

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

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Jon E. Doak, Esq., at Doak & Associates, P.C., in Billings,
Montana, serves as the Debtor's counsel.  In December 2011,
Southern Montana also sought permission to employ the Goodrich Law
Firm, P.C., as general co-counsel.

Also in December, Lee A. Freeman was appointed as Chapter 11
trustee.  Mr. Freeman retained Horowitz & Burnett, P.C., as his
counsel and Waller & Womack, P.C., as local counsel.

The United States Trustee for Region 18 has appointed an Official
Committee of Unsecured Creditors in the case.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee and he is represented by
Joseph V. Womack, Esq., at Waller & Womack, and John Cardinal
Parks, Esq., Bart B. Burnett, Esq., Robert M. Horowitz, Esq., and
Kevin S. Neiman, Esq., at Horowitz & Burnett, P.C.


MS PARTNERSHIP: 2 McClung & Spangler Joint Ventures in Chapter 11
-----------------------------------------------------------------
Annie Johnson, staff reporter at Nashville Business Journal,
reports two joint venture entities of developers Mack McClung and
James Spangler sought voluntary Chapter 11 bankruptcy protection.

MS Partnership listed $6.3 million in liabilities and $3.7 million
in assets.  In a separate proceeding, Marquis Homes of Tennessee,
a single-asset entity, listed $5.3 million in liabilities and $4.1
million in assets.

The report relates Mr. McClung said both bankruptcy filings are an
effort to block foreclosure of property by a Dallas lender, which
purchased the assets of the failed Birmingham bank that Messrs.
McClung and Spangler used for their original financing.  Mr.
McClung said LPP Mortgage hasn't accepted traditional payments by
the developers.

The report notes MS Partnership's largest secured creditor is LPP
for $5.2 million related to 17 acres of property off Duplex Road
in Spring Hill.  Unsecured creditors include Maury, Williamson and
Davidson counties for unpaid property tax totaling about $11,000.

LPP Mortgage also is listed as the largest secured creditor in the
Marquis Homes of Tennessee case for $4 million related to property
in Brentwood.  Williamson County is among the unsecured creditors,
to which Marquis owes more than $12,000 in property taxes.


NEWMAN REAL ESTATE: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Newman Real Estate LLC
        16100 Dora Avenue
        Eustis, FL 32726

Bankruptcy Case No.: 12-06327

Chapter 11 Petition Date: May 9, 2012

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

Debtor's Counsel: Raymond J. Rotella, Esq.
                  KOSTO & ROTELLA, P.A.
                  619 East Washington Street
                  Orlando, FL 32801
                  Tel: (407) 425-3456
                  Fax: (407) 423-5498
                  E-mail: rrotella@kostoandrotella.com

Scheduled Assets: $385,000

Scheduled Liabilities: $1,398,536

Debtor-affiliate that simultaneously filed separate Chapter 11
petition:

  Debtor                 Case No.
  ------                 --------
Newman LLC               12-06328
  Assets: $26,641
  Liabilities: $1,481,541

The petitions were signed by Peter James Miller.

A copy of Newman Real Estate's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-06327.pdf

A copy of Newman LLC's list of its 19 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-06328.pdf


NEXSTAR BROADCASTING: Swings to $3 Million Net Income in Q1
-----------------------------------------------------------
Nexstar Broadcasting Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing 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 a year ago.

The Company's balance sheet at March 31, 2012, showed $578.20
million in total assets, $758.09 million in total liabilities and,
a $179.89 million total stockholders' deficit.

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

                        http://is.gd/iptUJJ

                   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.


NEXTWAVE WIRELESS: Has $28.5 Million Net Loss for March 31 Qtr
--------------------------------------------------------------
NextWave Wireless Inc. generated net losses of $28.5 million and
$61.0 million for the three months ended March 31, 2012 and April
2, 2011, and has an accumulated deficit of $1,599.7 million at
March 31, 2012.

NextWave used cash from operating activities of continuing
operations of $3.8 million and $3.6 million during the three
months ended March 31, 2012 and April 2, 2011, respectively.  The
Company's unrestricted cash, cash equivalents and marketable
securities included in current assets of continuing operations
totaled $14.9 million at March 31, 2012.  The Company had a net
working capital deficit of $1,042.8 million at March 31, 2012.

NextWave funded operations, business combinations, strategic
investments and wireless spectrum license acquisitions primarily
with the $550.0 million in cash received in its initial
capitalization in April 2005, the net proceeds of $295.0 million
from its issuance of Senior Secured Notes in 2006 and 2010, the
net proceeds of $351.1 million from its issuance of Series A
Senior Convertible Preferred Stock in March 2007, which, in
October 2008, the Company exchanged for Third Lien Subordinated
Secured Convertible Notes in the aggregate principal amount of
$478.3 million, and the net proceeds of $101.0 million from the
Company's issuance of Senior Subordinated Secured Second Lien
Notes in October 2008 and July 2009.  The Company did not receive
any proceeds from the issuance of the Third Lien Notes.

NextWave also said as of March 31, 2012, the aggregate principal
amount of its secured indebtedness was $1,061.8 million.  This
amount includes its Senior Notes with an aggregate principal
amount of $142.8 million, its Second Lien Notes with an aggregate
principal amount of $200.5 million and Third Lien Notes with an
aggregate principal amount of $718.5 million.

NextWave said its current cash reserves are not sufficient to meet
payment obligations under its secured notes at their current
maturity dates.  Additionally, NextWave said it may not be able to
consummate sales of its wireless spectrum assets yielding
sufficient proceeds to retire the debt at the current scheduled
maturity dates.

"If we are unable to further extend the maturity of our secured
notes, or identify and successfully implement alternative
financing to repay our secured notes, the holders of our Notes
could proceed against the assets pledged to collateralize these
obligations," NextWave said.  "These conditions raise substantial
doubt about our ability to continue as a going concern."

"Insufficient capital to repay our debt at maturity would
significantly restrict our ability to operate and could cause us
to seek relief through a filing in the United States Bankruptcy
Court.  Any alternative financing and/or maturity extension of our
Notes may be costly to obtain, and could involve the issuance of
equity securities that could cause significant dilution to our
existing stockholders and potentially limit our net operating loss
carry forwards," NextWave said.

During 2011, NextWave had capital expenditure needs associated
with certain build-out or substantial service requirements which
apply to its domestic licensed wireless spectrum, which generally
must be satisfied as a condition of the license.

The Company listed total assets of $457.139 million, total current
liabilities of $1,064.058 million, deferred income tax liabilities
of $84.148 million and long-term obligations, net of current
portion of $14.854 million, and total stockholders' deficit of
$705.921 million.

A copy of the Company's Form 10-Q report filed with the Securities
and Exchange Commission for the quarter ended March 31, 2012, is
available at http://is.gd/fy5Joy

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
holding company for a significant wireless spectrum portfolio.
Its continuing operations are focused on the management of ikts
wireless spectrum interests.  Total domestic spectrum holdings
consist of approximately 3.9 billion MHz POPs.  Its international
spectrum included in continuing operations include 2.3 GHz
licenses in Canada with 15 million POPs covered by 30 MHz of
spectrum.


OM PC LLC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: OM PC, LLC
        1146 Macarthur Drive
        Alexandria, LA 71303

Bankruptcy Case No.: 12-80524

Chapter 11 Petition Date: May 9, 2012

Court: United States Bankruptcy Court
       Western District of Louisiana (Alexandria)

Judge: Henley A. Hunter

Debtor's Counsel: Thomas E. St. Germain, Esq.
                  WEINSTEIN & ST. GERMAIN
                  1414 NE Evangeline Thruway
                  Lafayette, LA 70501
                  Tel: (337) 235-4001
                  Fax: (337) 235-4020
                  E-mail: ecf@weinlaw.com

Scheduled Assets: $1,217,300

Scheduled Liabilities: $1,875,926

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/lawb12-80524.pdf

The petition was signed by Bharatbhai Patel, manager/owner.


OMNIA ALEXIS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Omnia Alexis, LLC
        P.O. Box 60405
        Palo Alto, CA 94306

Bankruptcy Case No.: 12-53515

Chapter 11 Petition Date: May 8, 2012

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

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

Scheduled Assets: $7,501,000

Scheduled Liabilities: $6,320,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Manar Zarroug, managing member.


ORDWAY RESEARCH: Judge Approves Armory Sale to Saga for $675,000
----------------------------------------------------------------
Michael DeMasi, reporter at The Business Review, reports U.S.
Bankruptcy Court Judge Robert E. Littlefield said he would approve
a motion to sell an old state armory in Albany, New York, to The
Sage Colleges for $675,000 after no other bidders expressed
interest in the New Scotland Avenue property.

The report says the historic, 68,450-square-foot armory at 130 New
Scotland Ave. is located steps away from the college's Albany
campus.  The school wants to preserve and convert the building
into classrooms, faculty offices and an assembly space for
graduation ceremonies and other events.  Built in 1914 and listed
on the National Register of Historic Places, the armory was last
used by the New York National Guard in 1999.

Ordway Research Institute, a biomedical research organization,
paid $1.45 million for the armory in June 2010, with the intention
of turning it into a biotech incubator.  The plan never came to
fruition.

The report says, of the $675,000 purchase price, $165,000 will be
paid to The Marty and Dorothy Silverman Foundation to resolve a
secured claim on the property.  Ordway had borrowed $3.5 million
from the charitable foundation to pay for the acquisition and
renovations to the armory.

The report relates KeyBank also has a secured claim, $150,000,
that will be paid.  Also, real estate broker John Nigro will be
paid a $40,500 commission.  Mr. Nigro is principal of The Nigro
Cos. in Albany, one of the area's largest commercial real estate
developers.  That leaves $319,500 to pay other creditors in the
bankruptcy case.

                       About Ordway Research

Albany, New York-based Ordway Research Institute, Inc., was formed
in 2002 to facilitate inter-institutional and interdisciplinary
collaborations in basic and translational biomedical research in
New York's Capital District.  Ordway's research is focused on drug
development in cancer, emerging infections and signal
transduction/endocrinology.

Ordway filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 11-11322) on April 28, 2011.  Bankruptcy Judge Robert E.
Littlefield, Jr., presides over the case.  Gregory J. Mascitti,
Esq., at LeClairRyan, A Professional Corporation, represents the
Debtor in its restructuring effort.  In its schedules, the Debtor
disclosed $6,615,279 in assets and $18,703,061 in liabilities.

The Troubled Company Reporter on Sept. 1, 2011, reported the
conversion of the Debtor's Chapter 11 case to a Chapter 7
liquidation.


OXFORD INDUSTRIES: Moody's Raises CFR, Senior Notes Rating to Ba3
-----------------------------------------------------------------
Moody's Investor Service upgraded the Corporate Family Rating,
Probability of Default Rating, and the $105 million senior secured
notes rating of Oxford Industries, Inc. to Ba3 from B1. The
Speculative Grade Liquidity Rating was changed to SGL-2 from SGL-
1. The rating outlook is stable.

The upgrade recognizes Oxford's success in growing its earnings
and reducing its financial leverage. "The company has continued to
report solid sales and earnings growth following debt reductions
in early 2011," commented Moody's analyst Mariko Semetko. The
ratings reflect Moody's expectations that the company should be
able to sustain moderate leverage, double-digit EBITA margins, and
good liquidity. The company's products cater towards the higher-
income population, a group that has continued to shop through the
somewhat tepid retail shopping environment. "We expect Lilly
Pulitzer and Tommy Bahama to continue to report solid sales and
earnings driven by comparable store sales growth and new store
openings, which should further strengthen the company's credit
metrics over time," added Semetko.

The company's liquidity position has weakened from very strong
levels but remains sufficiently robust to support the Ba3 rating.
Last year's debt repayment reduced the company's cash balances,
and modest cash generated from operations may not fully cover
Oxford's near-term working capital needs and growth capital
expenditures. Moody's expects Oxford to have ample capacity under
its revolving credit facility to fund any capital needs over the
next twelve months but notes that the facility expires in August
2013.

The following ratings were upgraded:

Corporate Family Rating to Ba3 from B1

Probability of Default Rating to Ba3 from B1

$105 million senior secured notes to Ba3 (LGD4, 55%) from B1
(LGD4, 57%)

The following rating was downgraded:

Speculative grade liquidity rating was downgraded to SGL-2 from
SGL-1

Ratings Rationale

Oxford's Ba3 Corporate Family Rating reflects its good credit
metrics, including its relatively low debt leverage and solid
operating profitability. The rating also incorporates the
company's well recognized brand names sold at a high price point
that offers modest cushion from volatility in input costs. Partly
offsetting these are the company's modest scale, concentration of
sales from Tommy Bahama, and its use of cash for somewhat
aggressive retail store expansion in lieu of debt repayment.

The stable outlook incorporates Moody's view that Oxford will
maintain current levels of EBITA margins, while continuing to
diversify its retail store base both domestically and
internationally as well as increasing e-commerce business.
Additionally, the stable outlook reflects the expectation that
Oxford will successfully refinance its $175 million asset based
revolving credit facility well in advance of the August 2013
expiration.

A ratings upgrade would be unlikely in the near term because of
Oxford's limited scale and the high concentration of its sales in
the Tommy Bahama business. Over the long term, there could be
positive ratings momentum if Oxford were to materially increase
its scale and geographic presence while decreasing its reliance on
Tommy Bahama and improving its credit metrics and liquidity
profile.

Ratings could be downgraded if Oxford were to pursue a more
aggressive financial policy, if comparable store sales were to
become negative in consecutive quarters or if Oxford became
promotional such that margins started to fall. In addition,
ratings could be downgraded if debt/EBITDA were sustained above
4.0 times or if liquidity deteriorated for any reason.

The principal methodology used in rating Oxford 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.

Headquartered in Atlanta, Georgia, Oxford Industries, Inc. is a
retailer and wholesaler of branded and private label apparel.
Major brands include Tommy Bahama, Lilly Pulitzer and Ben Sherman.
As of January 28, 2012, Oxford operated 128 retail locations.
Revenues for the fiscal year ended January 28, 2012 were
approximately $775 million.


PETTUS PROPERTIES: Seeks $500,000 Loan From Sole Shareholder
------------------------------------------------------------
Pettus Properties, Inc., asks the U.S. Bankruptcy Court for
permission to borrow $500,000 from Jerry H. Pettus Sr., through
Wingfoot Land Management LLC, the sole shareholder of the Debtor.

The loan is to be secured with the Debtor's real property located
in North Carolina.

The lots are subject to a mortgage lien owed to VFC Partners LLC
in the amount of $2,900,000.  As part of the global settlement
between VFC, the Debtor and Sterling Properties of the Carolinas
LLC, another entity owned by Wingfoot Land, the settlement
agreement provides for Pettus -- on behalf of Wingfoot -- to pay
$500,000 to VFC as initial payment.

The Debtor has no revenue or any way of raising the funds
necessary to make the settlement possible.  Mr. Pettus is the only
source of funds that the Debtor has.

Providing Mr. Pettus with a security interest will allow him to be
repaid from the sale of the Debtor's real estate that will be the
ultimate source of completing the settlement with VFC.

The hearing to consider approval of the loan is set for May 15,
2012, at 9:30 a.m. in U.S. Bankruptcy Court in Charlotte.

Charlotte, North Carolina-based Pettus Properties, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No.
10-31632) on June 8, 2010.  The Company estimated its assets and
debts at $10 million to $50 million.

In 2011, the Debtor filed a Chapter 11 plan of reorganization,
which was challenged by VFC Partners 8 LLC.  Terms of the Plan and
VFC's objections were reported by the Troubled Company Reporter on
June 24 and July 15, 2011.  Robert A. Cox, Jr., Esq., at
McGuireWoods LLP, represents VFC.  A full-text copy of the
disclosure statement is available for free at
http://bankrupt.com/misc/PETTUS_DS.pdf


PINNACLE AIRLINES: USW Blames Delta for Financial Woes
------------------------------------------------------
Wayne Risher at the Commercial Appeal reports the United
Steelworkers, which represents about 2,800 Pinnacle flight
attendants and ground services workers, blamed Pinnacle Airlines
Corp.'s brand-name partner Delta for putting the financial squeeze
on Pinnacle employees.

According to the report, Pinnacle last week opened negotiations
with three unions -- USW, the Air Line Pilots Association and
Transport Workers Union -- representing about 5,600 employees and
detailed how a Chapter 11 bankruptcy would affect non-union
employees.  The USW said Pinnacle proposed to take back certain
gains from a recently negotiated agreement with flight attendants
because of a cost-cutting imperative established by Pinnacle's
contract with Delta.

"What is also clear is that Delta is trying to take advantage of
Pinnacle's fragile finances to unfairly squeeze our members in
order to reduce Delta's own costs," the report quotes the union as
saying.

According to the report, Delta spokeswoman Gina Laughlin
responded, "We disagree with the USW's claim. Pinnacle is an
important partner for Delta and our customers.  We have invested
in their future and want Pinnacle to be successful for many years
to come.  A key element of Pinnacle's future success will be a
competitive cost structure, with pay rates reflective of the
regional airline industry."

Pinnacle plans to wind down flying for United/Continental and US
Airways and revert to exclusively flying regional airline flights
for Delta under terms of a proposed restructuring plan.  Delta has
agreed to provide debtor-in-possession financing that would give
Pinnacle a net $30 million more in operating cash.

According to the report, a memo sent to non-union employees on
behalf of Pinnacle CEO Sean Menke reaffirmed the company's intent
to roll back salaries by 5%.  It also said the company intends to
reduce the company match for 401(k) retirement plans and replace
the traditional PPO health plan with two consumer-driven health
plan options.  Also proposed are 100% employee paid extended sick
leave and a 25% employee contribution to the long-term disability
insurance plan, the report says.

The report notes pay cuts would occur when labor agreements are
modified, and benefit changes are targeted for 2013.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PRM REALTY: Taps NHB Advisors as to Provide Financial Services
--------------------------------------------------------------
Peter R. Morris, president and chief executive officer of PRM, and
PRM Realty Group LLC, ask the U.S. Bankruptcy Court for the
Northern District of Texas for permission to employ NHB Advisors,
Inc. as their financial advisor.

NHB will, among other things:

   -- assist in review and analysis of proposed transactions for
      which the Debtors seek Court approval;

   -- assist with preparation of any plan of reorganization; and

   -- assist with preparation of budgets and analyses with respect
      to Debtors performance related thereto.

The Debtors propose to compensate NHB for its services on these
terms:

   a. If NHB is successful in arranging exit financing, NHB will
      be paid "Success Fees" equal to 5% of each of (i) the total
      financing facilities for senior secured debt, (ii) the total
      financing facilities for all other debt; and (iii) the total
      financing facilities for equity or forgiveness or assumption
      of debt;

   b. In consideration for the financial advisory services, NHB
      will be entitled to the sum of 5% of all the net proceeds of
      the post-confirmation Debtors' dispositions of any and all
      assets of the estate inuring to the benefit of Debtors.

   c. Notwithstanding the foregoing, NHB will not be entitled to
      any fee related to forgiveness or assumption of debt
      resulting from (i) the settlement of litigation; or (ii)
      debt reduction, forgiveness or assumption pursuant to a
      successful plan of reorganization "cramdown" of a secured or
      unsecured claimant unless otherwise agreed by NHB and the
      Debtors.

   d. NHB will be reimbursed for expenses incurred by reason of
      its employment, including, without limitation, for travel,
      phone, fax and courier.  The expenses will be reimbursed on
      approval of the Bankruptcy Court, pursuant to fee
      applications made on a monthly basis.  NHB will comply with
      the United States Trustee Guidelines for Reviewing
      Applications for Compensation when incurring and seeking
      reimbursement for expenses.  The Debtors will pre-approve in
      writing any expenses that exceed $1,000 for any single
      transaction or $1,000 in aggregate over a single week
      period;

   e. The Agreement will terminate upon mutual agreement by the
      parties, and such agreement will not be unreasonably
      withheld.

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

                     About PRM Realty Group

Chicago, Illinois-based PRM Realty Group, LLC, filed for Chapter
11 bankruptcy protection (Bankr. N.D. Tex. Case No. 10-30241) on
Jan. 6, 2010.  The Company's affiliates -- Peter R. Morris; Bon
Secour Partners, LLC; PM Transportation, LLC; Rangeline
Properties, LLC; PRS II, LLC; and Morris Radio Enterprises, LLC --
filed separate Chapter 11 bankruptcy petitions.  Gerrit M.
Pronske, Esq., at Pronske & Patel, P.C., assists PRM Realty in its
bankruptcy effort.  PRM Realty disclosed $34,054,818 in assets and
$225,611,600 in liabilities as of the Petition Date.  No committee
of unsecured creditors has been appointed.


QUALITY DISTRIBUTION: Files Form 10-Q, Posts $6.7MM 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 a year ago.

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.

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

                       http://is.gd/GsUIaD

                   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.


QUANTUM CORP: Incurs $11 Million Net Loss in Fiscal Q4
------------------------------------------------------
Quantum Corp. reported a net loss of $11.05 million on
$160.30 million of total revenue for the three months ended March
31, 2012, compared with a net loss of $1.65 million on $165.09
million of total revenue for the same period a year ago.

The Company reported a net loss of $8.81 million on $652.37
million of total revenue for the 12 months ended March 31, 2012,
comapred with net income of $4.54 million on $672.27 million of
total revenue during the prior year.

The Company's balance sheet at March 31, 2012, showed $395.34
million in total assets, $442.02 million in total liabilities and
a $46.68 million stockholders' deficit.

"The March quarter capped off a year of strong performance in key
growth areas," said Jon Gacek, president and CEO of Quantum.  "In
fiscal 2012, we increased overall branded revenue for the second
consecutive year, with record revenues from both branded DXi and
branded StorNext sales.  It was also a year of continued
technology and product innovation, as we enhanced our entire DXi
product line, introduced a series of new StorNext appliances and
added new features to our Scalar tape libraries.  Shortly after
acquiring Pancetera Software last June, we also launched Quantum
vmPRO virtual server protection solutions and laid the groundwork
for our recently announced cloud-based data protection platform."

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

                        http://is.gd/P856nt

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

                          *     *     *

In January 2011, Moody's Investors Service upgraded Quantum
Corporation's Corporate Family and Probability of Default ratings
to B2 from B3 and revised the ratings on the senior secured debt
obligations to Ba3 from B1.  The rating outlook is positive.  The
upgrade of the CFR to B2 reflects Quantum's improved operating
performance, which stems from strong customer adoption and growth
of its higher margin branded disk-based systems and software
products, which Moody's expects to continue in FY12.

In March 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on storage manufacturer Quantum Corp. to
'B' from 'B-'.  The outlook is stable.  "The upgrade reflects that
the company has posted four sequential quarters of sustained
EBITDA generation, despite ongoing declines in its core tape
business and the absence of an EMC licensing arrangement," said
Standard & Poor's credit analyst Lucy Patricola.  In addition,
debt/EBITDA has been stable for the last four quarters at about 4x
and reduced from 2009 levels, primarily reflecting application of
free cash flow to debt reduction.


R.E. LOANS: County of Sonoma Balks at Second Amended Plan Outline
-----------------------------------------------------------------
The County of Sonoma asks the U.S. Bankruptcy Court for the
Northern District of Texas to (i) sustain its objection to R.E.
Loans, LLC, et al.'s Second Amended Disclosure Statement; (ii)
find that the Second Amended Disclosure Statement still does not
provide proper treatment for the County's Secured Tax Claim, and
(iii) provide further relief as the Court deems just and proper.

According to the County:

   -- the proposed treatment of the County's Secured Tax Claim in
the Second Amended Disclosure satisfies some of the County's
original objections, in that i) payments are now to be paid within
five years from the Petition Date, and ii) interest will be paid.

   -- the Second Amended Disclosure still fails in that i)it does
not fully disclose the interest, penalties, charges, and costs due
now and in the future pursuant to non-bankruptcy (California) law,
and ii) it does not identify the County's Secured Tax Claims as
senior and having priority over all other liens on the properties
securing the County's Secured Tax Claims.

              Second Amended Plan of Reorganization

According to the Disclosure Statement dated April 26, 2012, the
Plan is intended to maximize the recoveries of creditors by (1)
re-vesting all assets of the Debtors, other than Causes of Action,
in the Reorganized Debtors, (2) issuing the New Equity Interests
in Reorganized R.E. Loans to the Liquidating Trust for the benefit
of Creditors, and (3) transferring the Causes of Action to the
Liquidating Trust, which will investigate and prosecute or settle
the Causes of Action and distribute the proceeds thereof to the
Beneficiaries.  The Liquidating Trustee will be an independent
third party approved by the Court.

Under the Plan, among other things:

   1. DIP Financing Claims -- Wells Fargo, as the Holder of the
Allowed DIP Financing Claims, will be indefeasibly paid in full in
cash on the Effective Date from the proceeds of the Wells Fargo
Exit Facility.

   2. Priority Tax Claims against all Debtors -- The Debtors do
not believe that there are any Priority Tax Claims against
the Debtors.

   3. Wells Fargo R.E. Loans Secured Claims -- Wells Fargo, as the
Holder of the Class 1 Claims, will be refinanced and deemed to be
indefeasibly paid in full in cash on the Effective Date through
the Wells Fargo Exit Facility.

   4. Other Secured Claims -- The Debtors believe there are no
Allowed Claims in Class 2.

   5. Secured Tax Claims -- Allowed Class 3 Claims will retain
their liens and will be paid interest only at the statutory rate
on a quarterly basis following the Effective Date of the Plan
until the five year anniversary of the Petition Date, at which
time the entire principal balance will be all due and payable.

   6. Priority Non-Tax Claims -- The Debtors believe that there
are no Class 4 Claims.

   7. General Unsecured Claims -- Each holder of an Allowed
General Unsecured Claim will receive a Beneficial Interest, based
on which it will receive from the Liquidating Trust a Pro Rata
Distribution of the net Trust Proceeds.

   8. Intercompany Claims (excluding Intercompany Notes) --
The Debtors believe there are no material Intercompany Claims
(which do not include Intercompany Notes).

   9. Subordinated Claims -- Class 7 subordinated Claims include
securities fraud claims and other claims subject to subordination.
Because the Claims will be subordinate to the Noteholders' Claims
regardless of the treatment of the Noteholders' Claims, and the
assets of the Reorganized Debtors and the Liquidating Trust will
not be sufficient to pay the Noteholders' Claims in full, Class 7
will receive nothing under the Plan.

  10. Claims of Noteholders and DSI (unless DSI must be separately
classified) -- If Class 8 votes to accept the Plan, the Plan
Compromise will be implemented.  Subject to the Potential Recovery
Remedies, the Holders of Allowed Claims in Class 8 will receive
Beneficial Interests in the Liquidating Trust, entitling them to a
Pro Rata Distribution of the net Trust Proceeds, together with
Class 5 (General Unsecured Claims), in exchange for the waiver of
the Liens granted pursuant to the Exchange Agreement Security
Agreement.  The Liquidating Trust will have the right to seek to
recover all payments made to Holders of Class 8 Claims after the
Exchange Agreement.

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

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

                         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
$713.6 million in assets and $886.0 million 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.


RANCHER ENERGY: John Works Says Business Plan "Too Vague"
---------------------------------------------------------
John Works objected to Rancher Energy Corp.'s second amended
disclosure statement.  John Works said there are factual errors to
the Plan submitted by the Debtor specifically when the Debtor said
that "to confirm the Plan, the Court must [determine] that the
Plan provides to each member of each impaired class of Allowed
Claims a recovery at least equal to the distribution that such
member would receive if the Debtor were liquidated under Chapter
7."

The Plan then indicated "The Debtor believes the result under the
Plan is slightly better [than if the Debtor were liquidated under
Chapter 7.]

The Disclosure Statement also stated "the Plan also proposes the
possibility of the Debtor's resumption of business in some form."
The Plan stated that "the focus of the Debtor's activities would
be the purchase of the non-operating interests in producing oil &
gas properties in the Rocky Mountain area, with the decision to
purchase such interest depending on the economies of each project.
In addition to the foregoing, the Debtor may seek strategic
transactions with other existing public and private companies to
raise additional capital and invest other oil & gas enterprises."

John Works said the so-called business plan is too vague and
uncertain to give confidence to any creditor or shareholder that
the Debtor can actually continue as a viable going-concern --
particularly with its lack of staff and dismal track record.

                      About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by Michael J. Guyerson, Esq. and
Christian C. Onsager, Esq., at Onsager, Staelin & Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for $20 million cash plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.


RAYTHEON COMPANY: Former Unit Gets $3.5MM Judgment Overturned
-------------------------------------------------------------
Steven Melendez at Bankruptcy Law360 reports that a Texas appeals
court has overturned Boccard USA Corp.'s $3.5 million jury verdict
against Raytheon Co. over a contract dispute involving an African
methanol plant, ruling Thursday that only a former Raytheon
subsidiary's bankruptcy estate had standing to sue Raytheon as the
subsidiary's alter ego.

According to Law360, the court ruled that under the law in
Delaware and Pennsylvania, where Raytheon and its former
subsidiary United Engineers International Inc. are incorporated,
an insolvent company can pierce its own corporate veil to access
the assets of its parent.

Headquartered in Waltham, Massachusetts, Raytheon Company is a
technology and innovation leader specializing in defense,
homeland security and other government markets throughout the
world.


REAL MEX: Has Until May 31 to Decide on the Kilroy, et al., Leases
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation extending until May 31, 2012, Real Mex Restaurants,
Inc., et al.'s time to assume or reject the Kilroy Lease.

In a separate order, the Court also approved stipulations
extending until May 31, the Debtors' time to assume or reject the
GGP Lease, the Westgate Lease, and the Woodfield Lease.

                        About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.


RECKART EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Reckart Equipment Co., Inc.
        dba Reckart Equipment Co
        P.O. Box 216
        Beverly, WV 26253

Bankruptcy Case No.: 12-00670

Chapter 11 Petition Date: May 8, 2012

Court: U.S. Bankruptcy Court
       Northern District of West Virginia (Elkins)

Judge: Patrick M. Flatley

Debtor's Counsel: A. Carter Magee, Jr., Esq.
                  MAGEE GOLDSTEIN LASKY AND SAYERS, PC
                  P.O. Box 404
                  Roanoke, VA 24003
                  Tel: (540) 343-9800
                  Fax: (540) 343-9898
                  E-mail: cmagee@mglspc.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/wvnb12-00670.pdf

The petition was signed by Darrell E. Reckart, president.

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                        Case No.
        ------                        --------
DSTS, LLC                             12-00671
Reckart, LLC                          12-00672


RECYCLED CONCRETE: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Recycled Concrete Materials LLC
        P.O. Box 26125
        New Orleans, LA 70186

Bankruptcy Case No.: 12-11418

Chapter 11 Petition Date: May 9, 2012

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Edwin M. Shorty, Jr., Esq.
                  SHORTY, DOOLEY & HALL, LLC
                  650 Poydras Street, Suite 2110
                  New Orleans, LA 70130
                  Tel: (504) 949-2545
                  Fax: (504) 949-2547
                  E-mail: EShorty@sdhlawllc.com

Scheduled Assets: $1,200,000

Scheduled Liabilities: $137,000

A copy of the Company's list of its five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/laeb12-11418.pdf

The petition was signed by Clifford Smith, member manager.


REDDY ICE: Unsec. Creditors Object to Official Equity Committee
---------------------------------------------------------------
BankruptcyData.com reports that Reddy Ice Holdings' official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court an objection to the ad hoc shareholders' motion to appoint
an official committee of equity interest holders.

The committee asserts, "The Motion is a misguided and unjustified
attempt to saddle the estates with the Ad Hoc Group's expenses
incurred in contesting confirmation of the Plan, and potentially
delaying the Debtors' emergence from bankruptcy, to the detriment
of all of the Debtors' constituencies." The Debtors filed an
objection to motion, explaining, "...the Ad Hoc Shareholder Group
cannot show that this case is the 'rare exception' warranting the
appointment of an Equity Committee. Instead, the Debtors will
demonstrate that there is, unfortunately, no equity value in the
Reddy Holdings estate to justify the costs of an Equity Committee
and that the interests of the current holders of Reddy Holdings'
public equity (the 'Shareholders') have been and will continue to
be adequately represented in these Chapter 11 cases." The ad hoc
group of first lien and second lien noteholders also filed an
objection to the same motion.

                         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.


RESIDENTIAL CAPITAL: Said to File for Bankruptcy Sunday or Monday
-----------------------------------------------------------------
Andrew R. Johnson, writing for The Wall Street Journal, reports a
person familiar with the matter said Residential Capital -- Ally
Financial Inc.'s mortgage subsidiary -- is expected to file for
bankruptcy late Sunday or early Monday morning.

The source told WSJ Rescap's board was scheduled to meet late
Sunday to vote on the move.

WSJ says a ResCap bankruptcy could pave the way for Ally to revive
plans for an initial public offering, which were halted last year
as mortgage woes weighed on the company, delaying efforts to pay
back a government bailout of more than $17 billion.

The Wall Street Journal reported last week Fortress Investment
Group LLC is expected to make a $2.4 billion opening bid for
ResCap assets in a court-supervised auction as part of the unit's
filing.  Sources familiar with the matter also told WSJ Ally is
likely to make a roughly $1.6 billion bid for a portfolio of
ResCap loans, though that amount could change.

The report relates ResCap has secured a so-called debtor-in-
possession loan of about $1.45 billion from Barclays PLC, which
would allow it to keep operating under bankruptcy protection while
it works to sell assets.  By severing itself from ResCap, Ally
hopes to focus on its core auto-lending and online banking
business.

                   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.

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.


RIDGEVIEWTEL LLC: Plans to Emerge From Bankruptcy Next Few Months
-----------------------------------------------------------------
Beth Potter at Boulder County Business Report relates Nicolae
Toderica, president of RidgeviewTel LLC, said the Company plans to
emerge from Chapter 11 bankruptcy within the next few months.

According to the report, Mr. Toderica said RidgeviewTel has been
struggling since being hit by the bankruptcy of telecommunications
customer FairPoint Communications Inc.  RidgeviewTel had a $20
million contract with the Charlotte, North Carolina-based firm.

The report relates unfulfilled promises from telecommunications
company Cincinnati Bell in Ohio also caused problems for
RidgeviewTel.

The report relates Mr. Toderica said RidgeviewTel expects to be
back on even footing by late summer, and is losing less money
today than it did nine months ago.  The company also is hoping to
find new investors, he said.

Based in Longmont, Colorado, RidgeviewTel LLC filed for Chapter 11
protection (Bankr. D. Col. Case No. 12-18239) on April 24, 2012.
Judge Howard R Tallman presides over the case.  Cynthia T.
Kennedy, Esq., at Kennedy Law Firm, represents the Debtor.  The
Debtor listed assets of less than $50,000, and debts of between
$1 million and $10 million.


RIVER ISLAND: First Amended Reorganization Plan Confirmed
---------------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida confirmed the First Amended Chapter 11 Plan of
Reorganization filed by River Island Farms, Inc.

The Court will conduct a post confirmation status conference on
July 17, 2012 at 9:30 a.m., to determine (i) whether the Effective
Date has occurred and the Plan has been substantially consummated,
and (ii) whether River has complied with the provisions of this
Order.

Secured creditor Gibraltar Private Bank & Trust Company has
earlier filed an objection to the confirmation of the First
Amended Plan.

Thomas R. Lehman, Esq., at Levine Kellogg Lehman Schneider +
Grossman LLP, representing Gibraltar Private Bank, told the Court
that the Debtor's Plan is premised on its insider creditors' hopes
that the Treasure Coast real estate market will improve over the
next year to allow the Debtor to eventually sell its remaining
home subject to Gibraltar's mortgage, the 2001 S.E. St. Lucie
Property, for more than it can today.

Mr. Lehman noted the Debtor has not had any meaningful sales
activity concerning the 2001 S.E. St. Lucie Property since it
began marketing the Property in 2008.  Notwithstanding, without
any demonstrated ability to fund the Plan, the Debtor proposes to
delay all its repayment obligations to Gibraltar until July 2012,
and also delay Gibraltar's foreclosure remedies against the
Property until May 2013 in return for 10 monthly, 6% interest
payments of $29,730.84.  Meanwhile, the Plan proposes to fully
repay $49,425 in unsecured claims by July 2012 and the claim of
the only other secured creditor, Eurotrade, by December 2012.  The
Debtor's bad faith attempt to buy votes in favor of the Plan is
contrary to the "cramdown" requirements governing treatment of
Gibraltar's Secured Claim.

Mr. Lehman believes the Debtor cannot meet its burden to
demonstrate that the Plan should be confirmed.  The evidence
previously admitted in this case demonstrates that Plan is not
feasible, it does not provide for adequate implementation of the
Debtor's business plan, and the Plan unfairly prejudices
Gibraltar's rights against the Debtor's 2001 S.E. St. Lucie
Property.  Consequently, the Court should deny confirmation and
dismiss the Debtor's bankruptcy case.

Gibralta Private Bank is represented by:

         Thomas R. Lehman, Esq.
         Jennifar M. Hill, Esq.
         LEVINE KELLOGG LEHMAN SCHNEIDER + GROSSMAN LLP
         201 South Biscayne Blvd.
         Miami, Florida 33131-4301
         Tel: (305) 403-8788
         Fax: (305) 403-8789

As reported in the Troubled Company Reporter on Feb. 1, 2012,
the Plan will be funded in its entirety by the Debtor's principal
(Sid Corrie, Jr.) through available funds, capital contributions
and future revenue.

The Debtor's business plan is to aggressively sell the 2001 SE St.
Lucie Boulevard property located in Stuart, Florida, to satisfy
all indebtedness owed to Gibraltar Private Bank and Trust Company
and satisfy the indebtedness owed Eurotrade Short Term Loans, Ltd.
by the contribution of capital by the shareholder.

The Plan divides the respective creditors and equity security
interests of the Debtor into six classes:

    Class 1 - General Unsecured Claims
    Class 2 - Secured claim of Gibraltar
    Class 3 - Secured claim of Eurotrade
    Class 4 - Unsecured claim of Corrie Development Corp.
    Class 5 - Unsecured claim of Sid Corrie, Jr.
    Class 6 - Common stock owned by Sid Corrie, Jr.

The Plan proposes to pay unsecured creditors 100% of their claims
with an initial payment of 10% of the allowed amount of each claim
10 days after the Effective Date after Confirmation of the Plan.
The balance is to be paid in 2 monthly installments thereafter,
one payment 30 days after the Effective Date and the last payment
60 days after the Effective Date, until the claims are paid in
full.

The Reorganized Debtor proposes full payment to Gibraltar the
allowed amount of its claim against the Debtor, including such
interest as allowed by the Court and fees, costs and expenses as
may be allowed by the Court.  Full payment is to be made on or
before one year from the Effective Date of the Plan.  Partial
payment on account of Gibraltar's allowed claim will be made when
there is a sale or refinance of any property securing the
indebtedness owed Gibraltar that occurs prior to that date.

Eurotrade will retain its lien on the Collateral as defined in the
Stipulation for Adequate Protection dated Nov. 17, 2011, which was
approved by court order dated Nov. 18, 2011.  Provided that, and
for so long as, there is no default or event of default under
Section IV C of the Plan or the Pre-Petition Loan Documents, the
maturity date of the loan is to be extended to Aug. 26, 2012, at
which time Reorganized Debtor will pay all principal, interest
accrued from Aug. 1, 2012, through Aug. 26, 2012, and any other
charges due to the holder of the Class III Secured Claim under the
Pre-Petition Loan Documents.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/riverisland.doc167.pdf

                     About River Island Farms

Fort Lauderdale, Florida-based River Island Farms, Inc., was
initially formed as a single asset entity that acquired an 80%
interest in 55 acres of developable property opposite Blackhawk in
Danville, California.

On June 30, 2004, the Company sold the 55 acre property to Shapell
Industries.  The sale was structured as an Internal Revenue Code
Section 1031 exchange.  Due to the requirements that River Island
purchase property within a specified time period in order to take
advantage of the IRS Code provision, River Island purchased
property in Ft. Lauderdale and Stuart, Florida consisting of 2328
Aqua Vista Blvd., Ft. Lauderdale, Florida; 2521 Mercedes Drive,
Ft. Lauderdale, Florida; 2001 SE St. Lucie Blvd., Stuart, Florida;
and 1735 SE St. Lucie Blvd., Stuart, Florida.  The Mercedes Drive
residence was sold in June 2011.  The other remaining properties
are being actively marketed.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 11-15410) on Feb. 28, 2011.  Martin L. Sandler,
Esq., at Sandler & Sandler, in Miami, Fla., serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $23,974,222 in assets
and $14,467,808 in liabilities as of the Chapter 11 filing.

The bankruptcy case was commenced as a result of a pending
foreclosure sale regarding one of the properties owned by the
Debtor.


ROBERTS HOTELS: Atlanta and Shreveport Hotels in Chapter 11
-----------------------------------------------------------
Amir Kurtovic at St. Louis Business Journal reports that Michael
and Steven Roberts, the brothers behind the diversified Roberts
Cos., threw two more of their hotels into Chapter 11 bankruptcy.
The hotels, both under the Clarion flag, are located in Atlanta
and Shreveport, La.  Each listed between $1 million and $10
million in assets and between $10 million and $50 million in
liabilities.  In each case the hotels listed as having between 50
and 99 creditors.

According to the report, the bankruptcies come as a responses to a
$34 million lawsuit filed by Bank of America against the Roberts
brothers in April.  The lawsuit alleges the brothers defaulted on
a $43 million loan issued in 2007 to renovate hotels the Roberts
brothers acquired outside St. Louis.

St. Louis Business Journal notes Michael Roberts said The Roberts
Cos. would strategically place hotels affected by that lawsuit
into bankruptcy.  "The purpose of the Chapter 11 is to stay the
activities of Bank of America and their pursuits and hold us in
default," the report quotes Mr. Roberts as saying.  "We don't know
why they're doing this in the first place. We've been timely on
our bank payments to them."

According to the report, a majority of the creditors are not local
companies.  The exceptions are law firm Armstrong Teasdale, which
is listed as a creditor in both bankruptcies; the Muensk Tax Co.,
listed as a creditor in the Atlanta hotel bankruptcy; and
accounting firm Melman, Alton & Co., a creditor to the Shreveport
hotel.

The Roberts Cos. also placed a Tampa, Fla.-based hotel into
Chapter 11 bankruptcy May 7.

                       About Roberts Hotels

Roberts Hotels Spartanburg, LLC, filed a bare-bones Chapter 11
petition (Bankr. E.D. Mo. Case No. 12-43756) in its hometown in
St. Louis, Missouri, on April 19, 2012.  The Debtor estimated
assets of up to $50 million and debts of up to $10 million.

Roberts Hotels Spartanburg owns the Clarion Hotel, formerly named
Radisson Hotel & Suites Spartanburg.  The Debtor is represented by
A. Thomas DeWoskin, Esq., at Danna McKitrick, PC, in St. Louis.

Roberts Hotels Houston LLC, dba Holiday Inn Houston and Holiday
Inn Southwest, filed for Chapter 11 bankruptcy (Bankr. E.D. Mo.
Case No. 12-43590) on April 16, 2012.  Judge Charles E. Rendlen
III presides over the case.  The Danna McKitrick firm also serves
as counsel.  Roberts Hotels Houston estimated under $50,000 in
assets and $10 million to $50 million in debts.  The petition was
signed by Michael W. Kirtley, chief operating officer.

On Dec. 15, 2011, Roberts Hotels Jackson LLC, which owns Roberts
Walthall Hotel, filed for Chapter 11 protection (Bankr. S.D. Miss.
Case No. 11-04341), estimating both assets and debts of between $1
million and $10 million.  John D. Moore, P.A., represents the
Debtor.


ROBERTS HOTELS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Roberts Hotels Atlanta, LLC
        dba Crowne Plaza Marietta
        dba Crowne Plaza Atlanta
        dba The Roberts Crowne Plaza
        dba Clarion Hotel Atlanta
        dba Wyndham Garden Hotel
        1408 N. Kingshighway, Suite 300
        Saint Louis, MO 63113

Bankruptcy Case No.: 12-44493

Chapter 11 Petition Date: May 9, 2012

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: A. Thomas DeWoskin, Esq.
                  DANNA MCKITRICK, PC
                  7701 Forsyth, Suite 800
                  St. Louis, MO 63105
                  Tel: (314) 726-1000
                  E-mail: tdewoskin@dmfirm.com

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

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

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

The petition was signed by Mike Kirtley, chief operating officer.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Roberts Hotels Dallas, LLC               N/A        N/A
Roberts Hotels Houston, LLC            12-43590   04/16/12
Roberts Hotels Spartanburg, LLC        12-43756   04/01/12
Roberts Hotels Tampa, LLC              12-44391   05/07/12
Roberts Hotels Shreveport, LLC         12-44495   05/09/12
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000


ROOFING SUPPLY: Moody's Confirms 'B2' CFR/PDR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned the following ratings to CDRR
MS, Inc., which will become Roofing Supply Group, LLC ("RSG") upon
the closing of the acquisition of RSG by Clayton, Dubilier & Rice
("CD&R"): Corporate Family and Probability of Default Ratings --
B2; proposed senior secured term loan due 2019 -- B2; proposed
senior unsecured notes due 2020 -- B3. The outlook is stable. In
assigning these ratings, Moody's effectively confirmed RSG's
existing B2 Corporate Family and Probability of Default ratings,
thereby concluding the review initiated April 24, 2012.

The term loan and notes are being issued to finance the purchase
of RSG by Clayton, Dubilier & Rice's ("CD&R") from the current
equity sponsor, The Sterling Group, for an aggregate price of
approximately $685 million, including an equity contribution of
about $210 million. RSG's existing senior secured notes will be
redeemed upon closing of the transaction and the rating will be
withdrawn.

The following ratings were affected by this rating action:

- Corporate Family Rating confirmed at B2;

- Probability of Default Rating confirmed at B2;

- Proposed $290.0 million Senior Secured Term Loan B due 2019
   assigned a rating of B2 (LGD4, 51%)

- Proposed $200.0 million Senior Unsecured Notes due 2020
   assigned a rating of B3 (LGD5, 73%)

Ratings Rationale

The confirmation of RSG's ratings primarily reflects Moody's
expectations that company will have a good liquidity profile.
Moody's anticipates that RSG will generate consistent free cash
flow and have ample availability under the proposed revolving
credit facility. Also, upon closing of the leveraged buyout of the
company, it will have extended each of its long-term debt
maturities. In addition, RSG maintains healthy operating margins
in the high-single digits. Despite the addition of more debt to
the capital structure, albeit at a lower average interest rate,
the company's pro forma adjusted (EBITDA -- Capex) to adjusted
interest expense, though lower, remains within the range expected
for the B2 rating category. The rating also reflects Moody's
expectations for modest improvement in the roofing sector during
2012, which will allow the company to maintain or slightly improve
its current operating performance. Moody's also believes RSG faces
no substantial threat of significant deterioration in operating
performance as Moody's views roofing as one of the only pockets of
strength within the building products sector.

However, RSG will have a highly leveraged capital structure.
Adjusted debt to EBITDA will increase by almost two and a half
turns to approximately 6.5x as a result of the proposed
transaction. Although this is a significant constraint to the
rating, Moody's believes that RSG's commitment to reducing balance
sheet debt, its good liquidity profile and Moody's expectations
for gradual improvement in operating performance free cash flow
generation provide some offset to its levered capital structure.

The B2 rating assigned to the senior secured term loan due 2019 is
the same as the corporate family rating, as the term loan will
represent the preponderance of debt in RSG's capital structure.
The B3 rating assigned to the senior unsecured notes due 2020
reflects the notes' position as the junior-most debt obligation in
the new capital structure.

The stable outlook is supported by Moody's belief that RSG's will
continued to apply free cash flow to debt reduction, as well as
Moody's expectations for a slow and steady recovery in RSG's end
markets, and hence, modest improvement in the company's key credit
metrics.

Moody's does not expect positive rating movement in RSG's ratings
over the near term primarily due to the company's elevated debt
leverage. However, if the company were to reduce its term loan
balance using free cash flow and achieve debt to EBITDA below
5.0x, the ratings may be considered for an upgrade.

The ratings or outlook may be revised downward if the company
abandons its commitment to debt reduction and adjusted debt to
EBITDA is sustained above 6.0x or if adjusted (EBITDA-Capex) to
adjusted interest expense falls below 1.5x. Negative rating
actions may also be taken if RSG's liquidity profile deteriorates.

The principal methodology used in rating RSG was the Global
Distribution and Supply Chain Services Industry Methodology,
published in November 2011. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published June 2009.

RSG is headquartered in Dallas, Texas, and is one of the largest
wholesale distributors by revenues of roofing supplies and related
building materials in the United States. RSG provides products
directly from the manufacturer to roofing contractors, home
builders, retailers and other end users. Sterling Group, LP,
through its respective affiliates, is currently the primary owner
of RSG, but ownership will be transferred to Clayton Dubilier &
Rice ("CD&R") following the close of the proposed transaction.
Revenues for the fiscal year ending December 31, 2011 totaled
about $0.9 billion.


RYLAND GROUP: Moody's Rates $150MM Convertible Senior Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$150 million convertible senior notes due 2018 of The Ryland
Group, Inc., proceeds of which will be used for general corporate
purposes including repayment or repurchase of outstanding
indebtedness. In the same rating action, Moody's affirmed the
company's B1 corporate family and probability of default ratings,
B1 rating for its existing senior unsecured notes, and SGL-2
speculative grade liquidity assessment. The rating outlook is
stable.

The following rating actions were taken:

Proposed $150 million convertible senior notes due 2018 assigned
B1 (LGD4, 52%);

Corporate family rating affirmed at B1;

Probability of default rating affirmed at B1;

Existing senior unsecured notes affirmed at B1 (LGD4, 52%);

Speculative grade liquidity assessment affirmed at SGL-2;

Ratings Rationale

The B1 corporate family reflects Moody's view that Ryland's key
credit metrics will improve slightly over the next 12 to 18 months
in line with the positive developments emerging in the
homebuilding industry, including improving orders and closings as
well as pricing stability in certain key markets. Despite this
improvement, the key credit metrics will remain weak in the
intermediate term as the homebuilding industry remains pressured
by numerous negative factors, including high unemployment, weak
consumer confidence, elevated foreclosure activity, and declining
overall average home prices. In addition, the company's debt
leverage position is elevated, with pro forma homebuilding debt to
capitalization increasing to 68% from 64% at March 31, 2012,
although repayment of the company's 2013 notes will bring this
ratio back to 64%. Additionally, in Moody's view Ryland will
continue to generate negative cash flow in 2012 as it replenishes
its inventory position.

At the same time, Ryland's operating losses are narrowing and the
company is approaching profitability, which Moody's believes may
occur in the next 12 to 18 months. The rating also considers
Ryland's solid liquidity position, bolstered by its unrestricted
cash and investments position of $468 million at March 31, 2012,
absence of any bank debt covenants with which to comply, and
limited off-balance sheet exposure as well as its disciplined
operating philosophy.

The stable rating outlook reflects Moody's expectation that Ryland
will maintain capital structure discipline even as it pursues
emerging growth opportunities.

The ratings could be lowered if the company were to continue to
underperform its peer group, if adjusted debt leverage were to
exceed 65% on a sustained basis, if liquidity weakens such that
cash and equivalents fall below $300 million without a backup
revolver in place, if pre-impairment losses accelerate, and/or if
impairment charges begin spiking anew.

Upward pressure on the rating is unlikely in the intermediate
term. However, over a longer time horizon, the ratings could be
considered for an upgrade when the company restores its
profitability and improves debt leverage to below 50% while
maintaining strong liquidity.

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

Founded in 1967 and headquartered in Calabasas, California, The
Ryland Group, Inc. is a mid-sized homebuilder with homebuilding
revenues and consolidated net income for the last twelve months
ended March 31, 2012 of $904 million and ($36) million,
respectively.


RYLAND GROUP: S&P Gives 'BB-' Rating on $150-Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'4' recovery rating to The Ryland Group Inc.'s (Ryland's) proposed
$150 million convertible senior notes due 2018. The company could
upsize the offering to $172.5 million at the underwriter's option.
"Our '4' recovery rating indicates our expectation for an average
(30%-50%) recovery in the event of default," S&P said.

"The notes will be guaranteed, jointly and severally, by
substantially all of Ryland's direct and indirect wholly-owned
homebuilding subsidiaries. Ryland's newly issued notes will rank
equally with its $824 million of existing senior unsecured notes.
The company intends to use the net proceeds for general corporate
purchases. The company's next debt maturity is in June 2013 when
$167 million 6.9% senior notes mature. We believe the company will
ultimately use the additional liquidity raised through this
offering to repay its 2013 debt maturity," S&P said.

"Our ratings on Ryland Group Inc. reflect an aggressive financial
risk profile, which reflects EBITDA-based metrics that remain weak
for the rating. We view Ryland's business risk profile to be fair
because of the company's less-capital-intensive land strategies
that result in a shorter years supply and predominantly developed
supply of land. Profitability, however, has remained elusive.
Community count growth should help volume growth, and Ryland could
achieve modest profitability in 2012," S&P said.

"Our stable outlook reflects our expectation that Ryland's
community count growth and modest margin expansion will result in
steady improvement and a return to modest profitability in 2012.
Ryland's strong cash position, relative to its near-term capital
needs, is a critical ratings support as well. We would lower
ratings if operating results do not improve as expected and if key
credit metrics are not on an improving trajectory, such that we
believe adjusted debt-to-EBITDA will reach 6x or lower in 2013. We
would also lower the rating if liquidity weakens significantly,
which could occur if Ryland does not refinance its 2013 maturity
and it cannot obtain a credit facility to provide additional
liquidity. An upgrade is unlikely over the next 12 months due to
our expectation that Ryland's leverage will remain elevated," S&P
said.

Ratings List

The Ryland Group Inc.
Corporate credit rating                BB-/Stable

New Rating
The Ryland Group. Inc.
$150 million convert. notes due 2018   BB-
Recovery rating                        4


RYLAND GROUP: Reports 431 Net Orders for April
----------------------------------------------
The Ryland Group, Inc., announced that net orders from continuing
operations for April 2012 were 431, representing a 37% increase
over April of 2011.

"We are pleased that the sales momentum we experienced in the
first quarter of 2012 carried over into April," said Ryland Group
CEO Larry Nicholson.

The Ryland Group will present at the JP Morgan Homebuilding and
Building Products Conference in New York on Tuesday, May 15.

                         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.

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.

                           *     *     *

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.


RYLAND GROUP: BlackRock Discloses 10.2% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
April 30, 2012, it beneficially owns 4,549,176 shares of common
stock of The Ryland Group Inc. representing 10.24% of the shares
outstanding.

BlackRock previously reported beneficial ownership of 4,166,974
common shares or a 9.38% equity stake as of Dec. 30, 2011.

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

                        http://is.gd/v9BXvY

                         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.

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.

                           *     *     *

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.


SAGAMORE PARTNERS: Lender Say Exit Plan Unconfirmable
-----------------------------------------------------
JPMCC 2006-LDP7 Miami Beach Lodging LLC, secured creditor and
first-mortgage holder of Sagamore Partners Ltd., objects to the
disclosure statement explaining the Debtor's bankruptcy exit plan,
saying the plan outline is confusing, misleading, and internally
inconsistent.

Sagamore Partners filed a disclosure statement in support of its
reorganization plan with the Bankruptcy Court.  The Plan is a plan
of reinstatement and reorganization.  Prior to the Effective Date,
the Debtor will (i) continue to collect its income and operate the
Property resulting in the Net Sales Proceeds, and (ii) may
prosecute Third Party Litigation claims, if any.  Further, Martin
W. Taplin will deposit into a Trust Account of Meland Russin &
Budwick, P.A., the sum of $5,000,000, to be used together with the
DIP Lockbox Account funds in an amount in excess of $3,000,000,
totaling at least $8,000,000, creating the Distribution Fund.

The classification and treatment of claims under the plan are:

     A. Allowed Administrative Claims, including professional and
        U.S. Trustee fees, will receive, on account of such
        claims, cash in the amount of the claims (i) on the later
        of the Effective date or within 14 days any such claims
        are detennined to be Allowed or (ii) at the option of the
        Debtor, in accordance with the ordinary business terms of
        payment of these claims.

     B. Class 1 (Secured Claim of JPMCC 2006-LDP7 Miami Beach
        Lodging LLC) will be determined by a final, non-appealable
        order in this Bankruptcy Proceeding or the Adversary
        Proceeding.  The Secured Lender filed Claim No. 20-2 in
        the amount of $46,593,593 to which the Debtor objects.
        The Debtor will reinstate the Loan on the Effective Date.
        Pending the resolution of the Debtor's objection to the
        other amounts sought in the Secured Lender's claim brought
        in the Adversary Proceeding, the Debtor will reserve
        $1,500,000 in the Distribution Fund.  If the Order
        adjudicating the Debtor's objection to the Secured
        Lender's claim requires the Debtor to pay the Secured
        Lender any further amounts, the Debtor will pay the Claim
        Balance to the Secured Lender from the reserved $1,500,000
        held in the Distribution Fund.  In the event the Claim
        Balance is less than $1,500,000, the overage will revest
        to the Reorganized Debtor.

     C. Class 2 (Secured Claims of LodgeNet Entertainment Corp.
        and IPFS Corporation fdba Imperial Credit Corporation)
        will be paid pursuant to the terms of the respective
        original Agreements and will continue to be paid by the
        Debtor from its income.

     D. Class 3 (Non-Insider General Unsecured Claims) be paid
        from available Cash, in full, including post-petition
        interest as of the Effective Date.  General unsecured
        claims are estimated to total $1,236,000.  General
        unsecured claims will be paid within 3 years payable in
        quarterly distributions commencing 30 days after the
        Effective Date.

     E. Class 4 (Insider General Unsecured Claims) will be paid
        from available cash.  Class 4 Claims will not be paid
        until all Allowed Class 3 Claims are paid in full.  These
        claims are estimated total $18,054,000.

     F. Class 5 (Equity) will revest in the Reorganized Debtor on
        the Effective Date and will retain their equity interests.

A full-text copy of the disclosure statement and reorganization
plan is available for free at:

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

Representing JPMCC 2006-LDP7 Miami Beach Lodging, Scott L. Baena,
Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, tells the Court
the disclosure statement omits basic and fundamental information
necessary for creditors to evaluate the Plan.  The disclosures
that are provided by Sagamore are incomplete and lack cogent
explanation and support.  The limited financial information
attached to the Disclosure Statement is in a confusing, non-
standard format that neglects to reflect, among other things, the
payment of administrative expenses or the approximately $4.7
million in Note Rate interest that even Sagamore acknowledges must
be paid on the Effective Date in order to reinstate the Loan.

Mr. Baena contends that the Plan is fatally flawed.  He notes the
Debtor's sojourn into bankruptcy had the effect of staying ongoing
foreclosure litigation in state court that had been pending for
more than two years, that was one week away from summary judgment,
and, failing that, was set for trial a few weeks thereafter.

Mr. Baena says Sagamore filed the chapter 11 to pursue in
adversary proceeding 11-3122-AJC substantially the same claims
that it had raised by counterclaim and crossclaim in the state
court seeking to reduce, avoid, or subordinate JPMCC's valid and
enforceable first priority mortgage liens and security interests.
Accordingly, it is in the Adversary Proceeding that the Court will
determine the amount of JPMCC's allowed secured claim, including
its entitlement to default interest, late fees, attorneys' fees,
and other costs of enforcement.

Given Sagamore's choice of forum and fierce resistance to JPMCC's
requests for stay relief to return to state court, Mr. Baena
states the Plan is both incongruous and disingenuous in that it
seeks to check this Court's ability to resolve the Adversary
Proceeding in any manner other than in the manner most favorable
to the Debtor.  If the Court finds in the Adversary Proceeding
that a default occurred and that the Secured Lender is entitled to
default interest, the Plan nevertheless proposes not to pay it.

Instead, Mr. Baena notes that the Plan purports to "nullify all
consequences of any alleged default, including the avoidance of
default penalties" by paying accrued Note Rate interest and claims
that this treatment leaves "unaltered the legal, equitable, and
contractual rights respecting [JPMCC's Allowed Secured Claim] in
accordance with section 1124 of the Bankruptcy Code . . .",
thereby depriving JPMCC of its right to vote to reject the Plan.
According to Mr. Baena, the Debtor's erroneous interpretation of
section 1124 combines elements of two alternative subsections of
the statute, while also ignoring that deacceleration and
reinstatement of the maturity date requires the payment of cure in
an amount that, pursuant to the underlying agreements and
applicable nonbankruptcy law, will be determined to include
several million dollars in default interest and late fees.

Mr. Baena argues that even if the Bankruptcy Court determines that
JPMCC is entitled to include all default interest and fees in its
allowed secured claim, aggregating well over $6 million, the
Debtor intends to reserve a woefully insufficient $1.5 million to
fund such amounts plus such other amounts required to paid to
JPMCC pursuant to section 1124(2)(C), and other expenses related
to enforcement that may ultimately be allowed in the Adversary
Proceeding.   Notwithstanding Sagamore's statement to the
contrary, the "heads I win, tails you lose" treatment afforded
JPMCC under the Plan does not fall within the definition of
unimpairment set forth in section 1124(2) because, among other
reasons, it (a) fails to cure all defaults under nonbankruptcy law
and the underlying loan documents, (b) provides insufficient
reserves for attorneys fees and other costs of enforcement, and
(c) otherwise alters JPMCC's rights beyond deacceleration and
reinstatement by purporting to impose insider debt obligations and
payments to insiders that are in derogation of the loan documents
that it purports to reinstate.

In addition, Mr. Baena contends that the Plan fails to enforce
contractual provisions subordinating the claims of Martin Taplin
notwithstanding Section 510(a) and violates the absolute priority
rule on its face.  Moreover, despite an advertised cash infusion,
Sagamore cannot satisfy the new value exception without conducting
an equity auction or terminating exclusivity and demonstrating
that the proposed infusion is necessary, sufficient, and
unavailable from any other source.

                      About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  The petition was signed by Martin W. Taplin, Pres of
Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC,
general partner.


SAGAMORE PARTNERS: Wants Control of Case Through Plan Confirmation
------------------------------------------------------------------
Sagamore Partners, Ltd., asks the U.S. Bankruptcy Court for the
Southern District of Florida to enter an order granting a second
extension of the exclusive period to obtain acceptances of its
plan of reorganization, as may be amended, up to and including the
date of conclusion of the confirmation hearing.

Peter D. Russin, Esq., at Meland Russin & Budwick, P.A., in Miami,
Fla., tells the Court that the Debtor has diligently worked to
keep the business operating smoothly and without interruption
since the Petition Date.  The Debtor has constantly endeavored at
all times to ensure that significant progress occurs in the
administration of the bankruptcy case and bring the case to a
quick resolution that benefits all interested parties.

Mr. Russin notes the Debtor has been making its monthly adequate
protection interest payments of more than $170,000 per month to
the Secured Lender and has been working diligently to comply with
the Bankruptcy Code's requirements for operating as a debtor-in-
possession.  Meeting the requirements of the Debtor's day-to-day
operations, while at the same time complying with the various
requirements of the Bankruptcy Code, has been a time-consuming
process.  Furthermore, the Debtor, its management, and its
professionals have devoted significant time working with the
Secured Lender and its professionals, providing them with
significant requested information.

Mr. Russin assures that under no circumstances is the Debtor
seeking an extension to pressure creditors; rather, it has filed a
viable Plan of Reorganization and is awaiting the hearing on the
approval of the Disclosure Statement and thereafter the
confirmation hearing.  The Debtor cannot solicit until after
approval of the Disclosure Statement, which is pending.

                      About Sagamore Partners

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  The petition was signed by Martin W. Taplin, Pres of
Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC,
general partner.


SECURUS HOLDINGS: Moody's Lowers Corp. Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service has lowered the corporate family rating
(CFR) for Securus Holdings, Inc. to B3 from B2 following the
company's proposal to issue additional secured debt and return
cash to its equity sponsor. Moody's has also lowered Securus's
probability of default rating (PDR) to B3 from B2, lowered ratings
on the first lien credit facility and revolver to B2 from B1 and
lowered ratings on the second lien credit facility to Caa2 from
Caa1. The outlook is stable.

Securus plans to add $60 million to its existing $231 million
first lien term loan due 2017 and $8.5 million to its $97 million
second lien term loan due 2018 held at Securus Technologies, Inc.
("Technologies"). The company will also increase the size of its
first lien revolving credit facility by $5 million to $40 million.
The proceeds of the new financing will be used to ultimately
redeem preferred stock.

Issuer: Securus Holdings, Inc.

  Downgrades:

     Probability of Default Rating, Downgraded to B3 from B2

     Corporate Family Rating, Downgraded to B3 from B2

Issuer: Securus Technologies, Inc.

    US$97M Senior Secured Bank Credit Facility, Downgraded to
    Caa2 from Caa1

    US$35M Senior Secured Bank Credit Facility, Downgraded to B2
    from B1

    US$233M Senior Secured Bank Credit Facility, Downgraded to B2
    from B1

    US$97M Senior Secured Bank Credit Facility, Downgraded to a
    range of LGD5, 89 % from a range of LGD5, 88 %

    US$35M Senior Secured Bank Credit Facility, Downgraded to a
    range of LGD3, 38 % from a range of LGD3, 37 %

    US$233M Senior Secured Bank Credit Facility, Downgraded to a
    range of LGD3, 38 % from a range of LGD3, 37 %

Ratings Rationale

Securus's B3 corporate family rating reflects its small scale,
high leverage, aggressive financial policy and narrow business
focus relative to other rated telecommunications companies. The
ratings are supported the company's sophisticated, proprietary
technology platform and its multi-year contracts with over 2,200
correctional facilities in the US and Canada. The ratings are also
supported by improvements in operating margin and cash flow which
have been achieved through cost containment and lower bad debt
expense. These initiatives were critical in the company's
turnaround, as providing communications services to corrections
facilities is a low margin business characterized by competitive
bidding for new and existing contracts and high commission
payments to prison operators. The rating also incorporates Moody's
view that the company may take on additional debt or weaken its
liquidity position in order to distribute cash to shareholders in
the future.

Moody's does not expect the overall corrections facility
telecommunications market to grow materially, and future cash flow
generation will be dependent on cost saving measures and the
company's ability to win business from competitors. Recent
contract wins will lead to strong revenue growth of approximately
8% in 2012. However, Moody's expects a competitive response from
Global Tel*Link and does not project recent contract success to
lead to sustained growth above the low-single-digit percentage
range.

At the time of the LBO transaction in May of 2011, Moody's had
anticipated that leverage would fall below 5x within two years,
including Moody's adjustments for operating leases and full equity
attribution of preferred stock. Securus's operating performance
has allowed the company to de-lever more quickly than anticipated,
with leverage of 4.9x (Moody's adjusted, excluding preferred
stock) as of 1Q'12. This transaction will raise leverage to 5.9x,
excluding preferred stock. However, the redemption of the
preferred stock less than 12 months after issuance suggests it has
more debt-like characteristics. Moody's believes that the company
will seek to redeem the remaining $82 million in preferred stock
as soon as it is able.

Including 100% debt treatment of preferred stock, Moody's expects
adjusted leverage to increase to approximately 6.9x at deal close,
falling to 6.4x by year end 2012 and 6.2x at year end 2013.
Leverage will improve due to EBITDA growth primarily from lower
bad debt expense and the contract wins discussed above. Debt
attribution of the remaining preferred stock following this
transaction adds approximately 1x to the leverage metric.
Therefore, even excluding the preferred equity from the debt,
Moody's expects Securus's leverage will remain above the prior-
established downgrade trigger of 5.0x through 2013. The
transaction also increases the company's cash interest expense and
weakens liquidity.

Moody's anticipates that Securus will have good liquidity over the
next 12 months, supported by the company's modest free cash flow
generation and an undrawn $40 million revolver. As part of this
transaction, the company will amend the credit facility covenant
levels for both the consolidated fixed charge ratio as well as the
consolidated total leverage ratio such that Moody's anticipates
the company will not have compliance issues over the next four
quarters.

Moody's could lower Securus ratings further if leverage does not
fall below 6.5x (Moody's adjusted, including full debt treatment
of preferred stock) and free cash flow turns negative, both on a
sustained basis. Moody's could upgrade the ratings if Securus
maintains good liquidity, generates positive free cash flow and
grows EBITDA such that leverage is on track to fall below 5x
within 12-18 months.

The principal methodology used in rating Securus Holdings was the
Global Telecommunications 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.

Based in Dallas, TX, Securus Technologies, Inc., is one of the
largest providers of inmate telecommunication services to
correctional facilities, with a presence in 45 states, Washington
D.C., and Canada. The company generated approximately $321 million
of revenue for the twelve months ending December 31, 2011.



SECURUS HOLDINGS: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Dallas-based prison telecommunications provider
Securus Holdings Inc. The outlook is stable.

"At the same time, we lowered our issue-level ratings on Securus'
upsized first-lien debt to 'B' from 'B+' and revised the recovery
ratings to '3' from '2', as a result of a higher debt claim in our
default scenario. The '3' recovery rating reflects our expectation
of meaningful (50% to 70%) recovery in the event of a payment
default. The proposed first-lien debt includes an upsized $40
million revolving credit facility due 2016 and an upsized $291
million term loan B due 2017," S&P said.

"We also affirmed our 'CCC+' issue-level ratings on the company's
upsized $105.5 million second-lien debt due 2018. The recovery
rating remains '6', indicating our expectation of negligible (0%
to 10%) recovery in the event of a payment default. Our ratings
are based on preliminary terms and conditions," S&P said.

"The proposed debt adds $60 million to the term loan B, $8.5
million to the second lien, and $5 million of capacity to the
revolving credit facility. The company expects to use the
additional debt, along with cash from the balance sheet, to
primarily fund a $76.5 million dividend payment to the company's
preferred shareholders, including private-equity sponsor Castle
Harlan Partners," S&P said.

"The ratings on Securus reflect the company's niche focus on a
mature prison phone market and high debt," said Standard & Poor's
credit analyst Ketul Gondha. "These risks overshadow the company's
contracted recurring revenue stream, defensible competitive
position, improving EBITDA margins, and positive free operating
cash flow (FOCF). We characterize the business risk profile as
'weak' and the financial risk profile as 'highly leveraged.'"

"We project new contract wins and improving call volume over the
next two years to drive revenue up over 8% in 2012 and 3% in
2013," added Mr. Gondha. "While competitive forces could result in
rising commission rates, we expect Securus to maintain margins
over the next two years as top-line growth and improved bad-debt
expense (from a continued shift to prepaid accounts) results in
EBITDA growth," S&P said.

"The stable outlook incorporates our expectation that Securus will
continue to increase revenue and EBITDA, resulting in margins
remaining above 20%. However, the stable outlook also considers
the limited industry growth potential and the likelihood that debt
levels will remain high, primarily due to financial policies that
favor debt-financed dividends, which makes an upgrade unlikely,"
S&P said.

"Conversely, we could lower the rating over the next year if
inmate call volumes drop because of contract losses to competitors
or the company's gross margin declines 300 basis points from
current levels. This could potentially result in limited FOCF,
restricted liquidity, or interest coverage of 2.0x or lower with
no near-term prospects for improvement," S&P said.


SHERIDAN INVESTMENT: Moody's Upgrades CFR to B1; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating to
B1 from B2 for each of Sheridan Investment Partners I, LLC,
Sheridan Production Partners I-A, L.P., and Sheridan Production
Partners I-M, L.P. (collectively Sheridan). The probability of
default ratings were also upgraded to B2 from B3, and the senior
secured debt ratings were upgraded to B1 from B2. These actions
conclude the ratings reviews that were announced on April 2, 2012
and incorporates, but is not conditioned upon, the recently
announced plans to increase the size of the senior secured term
loan to $800 million. The outlook for each partnership is stable.

"The B1 CFR reflects Sheridan's low-risk reserve base and strong
operating margins," said Stuart Miller, Moody's Vice President --
Senior Analyst. "The rating also considers our expectations for
limited reserve growth and significant shareholder distributions
now that the investor equity commitments have been exhausted."

Ratings Rationale

Since its inception, Sheridan has invested about $2.1 billion in
seven property acquisitions using $1.3 billion of equity
contributed by a group of individuals and investors. Once the
equity commitments were fully utilized in late 2011, Sheridan
began its transition from its acquisition stage to become an
entity with stable to declining production and a greater focus on
providing a sustainable distribution stream to its investors.
Sheridan's reserve base is very low-risk with older properties
that have been on production for many years. Many of the
properties are undergoing waterflood operations to maintain
production levels and extend their economic lives. While these
types of properties can be more costly to operate, reserve
estimates and production rates can be forecast with a higher
degree of certainty. And unlike more traditional exploration and
production companies, Sheridan's drilling risk is modest as its
capital expenditures are primarily ear-marked for the drilling of
infill and delineation wells in and around well-defined producing
reservoirs.

Sheridan has an unusual organizational structure that was created
to address business and tax considerations of a diverse mix of
individual, corporate, and tax-exempt investors. Moody's ratings
recognize the inter-dependence of the three issuers, including the
common borrowing base. However, certain structural elements
require evaluation of each entity separately and could result in
different ratings across the three partnerships in the future. The
more complex organizational structure and the different types of
investors involved introduce uncertainty into the timing and
potential outcome of an event of default.

The business plan for the partnership is designed around using
equity and debt to create a fixed pool of assets. With the equity
commitments fully utilized, future investments are expected to be
more modest, and growth will be muted as the partnership converts
finite amounts of undeveloped, probable, and possible reserves
into producing reserves. Inevitably, production will begin to
decline and the partnership will be forced to find the correct
balance between distributions to shareholders and debt reductions
in order to remain in compliance with its borrowing base. The
borrowing base was re-determined in April 2012 at $1.3 billion
which results in just over $200 million of borrowing base
availability. Based on projections for cash flow from operations
and capital expenditure requirements through 2013, Moody's does
not expect debt reductions in the near term. However, Moody's does
expect equity distributions of $30 to $40 million per quarter.

Approximately 70% of Sheridan's production is oil and natural gas
liquids, and the partnership has benefited from strong commodity
prices which is reflected in its unleveraged cash margin of about
$44 per Boe in 2011. The high operating margin offsets the
relatively high level of finding, development, and operating cost
-- Sheridan's leveraged full cycle ratio was in excess of 2.0x at
year-end 2011. Because of the proportion of equity that was used
to purchase its portfolio of assets, Sheridan has relatively
strong leverage metrics. At year end 2011, debt to proved
developed reserves was under $8 per Boe. In its analysis, Moody's
de-emphasizes the importance of the relatively high ratio of debt
to average daily production -- $53,000 per Boe at year-end 2011
-- as this metric does not take into account the company's 15+
year proved developed reserve life.

Sheridan has good liquidity with positive free cash flow, a high
degree of flexibility for capital expenditures and distributions,
and over $200 million of borrowing capacity under a $710 million
credit facility that matures in March 2015. Financial covenant
restrictions in its credit facility allow for significant business
deterioration. The semi-annually re-determined borrowing base
provides the most meaningful governor on leverage. With an
aggressive commodity price hedging program in place, Sheridan is
well-insulated from commodity price deterioration over the next
three years which reduces the possibility of a large borrowing
base reduction. Secondary liquidity is limited because the vast
majority of the company's assets are pledged as security for the
credit facility.

Given the limited growth prospects for Sheridan and its business
strategy, further ratings improvements are unlikely. However, if
the company chooses to apply its free cash flow to debt reduction
so that the ratio of debt to proved developed reserves is less
than $5 per Boe or retained cash flow to debt exceeds 30%, it
could signal a change in financial policies that could warrant an
upgrade. A ratings downgrade could be appropriate if debt to
proved developed reserves exceeds $10 per Boe.

The principal methodologies used in this rating were Independent
Exploration and Production (E&P) Industry published in December
2008, and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


SIERRA BLANCA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Sierra Blanca Rehabilitation, LLC
        3401 N. Lockwood Dr.
        Lakeside, AZ 85929

Bankruptcy Case No.: 12-10157

Chapter 11 Petition Date: May 9, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Donald W. Powell, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  E-mail: d.powell@cplawfirm.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 Matthew K. Meyer, managing member.


SINCLAIR BROADCAST: Reports $29 Million Net Income in Q1
--------------------------------------------------------
Sinclair Broadcast Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $29.07 million on $223.83 million of total revenues
for the three months ended March 31, 2012, compared with net
income of $15.12 million on $182.61 million of total revenues for
the same period a year ago.

The Company's balance sheet at March 31, 2012, showed
$1.77 billion in total assets, $1.85 billion in total liabilities,
and a $87.21 million total deficit.

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

                        http://is.gd/9tW7j0

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the report that any insolvency or bankruptcy
proceeding relating to Cunningham, one of its LMA partners, would
cause a default and potential acceleration under a Bank Credit
Agreement and could, potentially, result in Cunningham's rejection
of the Company's seven LMAs with Cunningham, which would
negatively affect the Company's financial condition and results of
operations.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

Moody's raised its ratings for Sinclair Broadcast Group, Inc., and
subsidiary Sinclair Television Group, Inc., including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments,
concluding its review for possible upgrade as initiated on
Aug. 5, 2010.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.

As reported by the Troubled Company Reporter on Feb. 24, 2011,
Standard & Poor's Ratings Services raised its corporate credit
rating on Hunt Valley, Md.-based TV broadcaster Sinclair Broadcast
Group Inc. to 'BB-' from 'B+'.  The rating outlook is stable.

"The 'BB-' rating on Sinclair reflects S&P's expectation that the
company could keep its lease-adjusted debt to EBITDA below
historical levels throughout the election cycle, absent a reversal
of economic growth, meaningful debt-financed acquisitions, or
significant shareholder-favoring measures," explained Standard &
Poor's credit analyst Deborah Kinzer.


SMF ENERGY: Files Asset Purchase Agreement With Sun Coast
---------------------------------------------------------
BankruptcyData.com reports that SMF Energy filed with the U.S.
Bankruptcy Court an asset purchase agreement between the Company,
H & W Petroleum Company, SMF Services and Sun Coast Resources.

Pursuant to the agreement, Sun Coast proposes to acquire certain
assets associated with the business of the Companies in their
various operating locations in the State of Texas and used in such
operations as a going concern and the vehicles outside of Texas
not used directly in the operation of the Companies' business in
the State of Texas. Under the Agreement, Sun Coast would acquire
these assets and vehicles outside of Texas for a total purchase
price of $9 million plus the value of the Companies' inventory
that is acquired plus the cure amounts necessary to assume and
assign executory contracts. Sun Coast entered into the agreement
as the stalking horse bidder, and other interested bidders who
submit qualifying offers are permitted to participate in an
auction in accordance with Section 363 of the United States
Bankruptcy Code.

The Company subsequently filed with the Court a first amendment to
its asset purchase agreement, changing the termination provision
to read as follows: "at any time following the expiration of the
Due Diligence Review Period and after the Auction has occurred, by
Purchaser unless Purchaser is the Winning Bidder at any Auction
with respect to either the Assets or any of the Vehicles Outside
Texas."

                        About SMF Energy

SMF Energy Corporation, a provider of fuel and lubricants for the
trucking, manufacturing and construction industries, and three of
its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Lead Case No. 12-19084) on April 15, 2012.  The affiliates are SMF
Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty,
Inc.  Fort Lauderdale, Florida-based SMF Energy -- dba Streicher
Mobile Fueling and SMF Generator Fueling Services -- disclosed
$37.0 million in assets and $25.17 million in liabilities as of
Dec. 31, 2011.

On March 22, 2012, the Company appointed Soneet Kapila of Kapila &
Company, Ft. Lauderdale, Florida, as its Chief Restructuring
Officer to direct the Company's efforts to increase revenues and
reduce expenses required by the decision to change the Company's
pricing structure.

Judge Raymond B. Ray oversees the case.  Lawyers at Genovese
Joblove & Battista, P.A., serve as the Debtors' counsel.  The
petition was signed by Soneet R. Kapila, the CRO.

SMF filed for bankruptcy reorganization when the lender Wells
Fargo Bank.  The bank is owed $11.2 million, including $8 million
on a revolving credit secured by all assets.


SPRINT NEXTEL: BlackRock Discloses 4.9% Equity Stake
----------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
April 30, 2012, it beneficially owns 149,006,183 shares of common
stock of Sprint Nextel Corp representing 4.97% of the shares
outstanding.  A copy of the filing is available for free at:

                        http://is.gd/yCFZlB

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at March 31, 2012, showed
$50.61 billion in total assets, $40.02 billion in total
liabilities, and $10.59 billion in total shareholders' equity.

                            *     *     *

In February 2012, Moody's Investors Service assigned a B3 rating
to Sprint Nextel's proposed offering of Senior Unsecured Notes and
a Ba3 rating to Sprint's proposed offering of Junior Guaranteed
Unsecured Notes. The proceeds will be used for general corporate
purposes, the repayment of existing debt, network expansion and
modernization, and the potential funding of Clearwire. All of
Sprint's ratings remain on review for possible downgrade,
including those assigned and the company's B1 corporate family
rating and B1 probability of default rating.

Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Sprint's proposed $1 billion of
senior guaranteed notes due 2020. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 billion revolving credit facility. The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery in
the event of payment default.

Fitch Ratings has assigned ratings to Sprint's $2 billion notes
offering.  This includes a 'BB/RR2' rating to the junior
guaranteed unsecured notes due 2020 and a 'B+/RR4' rating to the
unsecured senior notes due 2017.


SUPERMEDIA INC: Files Form 10-Q, Posts $62-Mil. Net Income in Q1
----------------------------------------------------------------
Supermedia Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $62 million on $363 million of operating revenue for the three
months ended March 31, 2012, compared with net income of $30
million on $438 million of operating revenue for the same period
during the prior year.

The Company reported a net loss of $771 million in 2011, and a net
loss of $196 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.61 billion in total assets, $2.33 billion in total liabilities
and a $725 million total stockholders' deficit.

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

                        http://is.gd/IRpkPp

                       About SuperMedia Inc.

DFW Airport, Texas-based SuperMedia Inc. and its subsidiaries
sells advertising solutions to its clients and places their
advertising into its various advertising media.  The Company's
advertising media include Superpages yellow page directories,
Superpages.com, its online local search resource, the
Superpages.com network, an online advertising network, Superpages
direct mailers, and Superpages mobile, its local search
application for wireless subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

On March 31, 2009, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed voluntary petitions for
Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31828).

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009 (the "Effective Date"), the Debtors consummated
the reorganization and emerged from the Chapter 11 bankruptcy
proceedings.  On Dec. 29, 2011, the Bankruptcy Court entered final
decrees closing the bankruptcy cases for the Debtors.

                           *     *     *

As reported in the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Dallas-based
SuperMedia Inc. to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.

In the April 2, 2012, edition of the TCR, Moody's Investors
Service has changed the corporate family rating (CFR) for
SuperMedia Inc. to Caa3 from Caa1 based on Moody's view
that a debt restructuring is likely.  Moody's expects ultimate
recoveries will be about 50%.

SuperMedia is attempting to reinvent its business by reducing its
reliance on print advertising through the development of online
and mobile directory service applications but Moody's has doubts
that the company will be able to transition its business away from
a reliance on print directories quickly enough to stabilize its
revenues and earnings and prevent a debt restructuring.


SUPERMEDIA INC: To Utilize $33 Million to Repurchase Debt
---------------------------------------------------------
As previously announced, on Nov. 8, 2011, SuperMedia Inc., entered
into the Second Amendment to the Loan Agreement, dated as of
Dec. 31, 2009, by and among the Company, lenders from time to time
party thereto and JPMorgan Chase Bank, N.A., as collateral agent
and administrative agent for the lenders.  The Amendment, among
other things, allows the Company to repurchase and retire debt
below par, subject to the procedures and conditions set forth in
the Loan Agreement.

Under the terms and conditions of the Loan Agreement, the Company
has commenced an offer to utilize up to approximately $33,000,000
to repurchase debt at a price of 55% to 59% of par.  The offer
will expire at 5:00 p.m., New York City time, May 14, 2012, unless
extended by the Company.

                       About SuperMedia Inc.

DFW Airport, Texas-based SuperMedia Inc. and its subsidiaries
sells advertising solutions to its clients and places their
advertising into its various advertising media.  The Company's
advertising media include Superpages yellow page directories,
Superpages.com, its online local search resource, the
Superpages.com network, an online advertising network, Superpages
direct mailers, and Superpages mobile, its local search
application for wireless subscribers.

The Company is the official publisher of Verizon Communications
Inc. print directories in the markets in which Verizon is
currently the incumbent local telephone exchange carrier.  The
Company also has agreements with FairPoint Communications, Inc.,
and Frontier Communications Corporation in various Northeast and
Midwest markets in which FairPoint and Frontier are the local
exchange carriers.

On March 31, 2009, SuperMedia Inc., formerly known as Idearc Inc.,
and all of its domestic subsidiaries filed voluntary petitions for
Chapter 11 relief (Bankr. N.D. Tex. Lead Case No. 09-31828).

On Sept. 8, 2009, the Company filed its First Amended Joint Plan
of Reorganization with the Bankruptcy Court, which was later
modified on Nov. 19, 2009, and on Dec. 22, 2009, the Bankruptcy
Court entered an order approving and confirming the Amended Plan.
On Dec. 31, 2009 (the "Effective Date"), the Debtors consummated
the reorganization and emerged from the Chapter 11 bankruptcy
proceedings.  On Dec. 29, 2011, the Bankruptcy Court entered final
decrees closing the bankruptcy cases for the Debtors.

The Company reported a net loss of $771 million in 2011 and a net
loss of $196 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.61
billion in total assets, $2.33 billion in total liabilities and a
$725 million total stockholders' deficit.

                           *     *     *

As reported in the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Dallas-based
SuperMedia Inc. to 'CCC+' from 'SD' (selective default).  The
rating outlook is negative.

In the April 2, 2012, edition of the TCR, Moody's Investors
Service has changed the corporate family rating (CFR) for
SuperMedia Inc. to Caa3 from Caa1 based on Moody's view
that a debt restructuring is likely.  Moody's expects ultimate
recoveries will be about 50%.

SuperMedia is attempting to reinvent its business by reducing its
reliance on print advertising through the development of online
and mobile directory service applications but Moody's has doubts
that the company will be able to transition its business away from
a reliance on print directories quickly enough to stabilize its
revenues and earnings and prevent a debt restructuring.


TALON THERAPEUTICS: James Flynn Discloses 50% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, James E. Flynn and his affiliates disclosed
that, as of March 31, 2012, they beneficially own 19,712,567
shares of common stock of Talon Therapeutics, Inc., representing
50.02% of the shares outstanding.

Mr. Flyn previously reported beneficial ownership of 15,347,159
common shares or a 44.23% equity stake as of March 14, 2012.

A copy of the filing is available for free at http://is.gd/C2pLdT

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline
opportunities some of which, like Marqibo, improve delivery and
enhance the therapeutic benefits of well characterized, proven
chemotherapies and enable high potency dosing without increased
toxicity.

Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc.  The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $2.48 million
in total assets, $30.86 million in total liabilities, $30.64
million in redeemable convertible preferred stock, and a $59.02
million total stockholders' deficit.

The Company does not generate significant recurring revenue and
has incurred significant net losses in each year since its
inception.  The Company expects to incur substantial losses and
negative cash flow from operations for the foreseeable future, and
the Company may never achieve or maintain profitability.

BDO USA, LLP, in San Jose, California, noted that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.


TELIK INC: Says Continued Net Loss Raises Going Concern Doubt
-------------------------------------------------------------
Telik, Inc., which is engaged in the discovery and development of
small molecule therapeutics, said it has incurred net losses since
inception and expects to incur substantial losses for at least the
next several years as it continues research and development
activities.

The Company said it has funded, to date, its operations primarily
through the sale of equity securities, non-equity payments from
collaborators and interest income.

The Company was incorporated in the state of Delaware in October
1988.

"The process of developing our products will require significant
additional research and development, preclinical testing and
clinical trials, as well as regulatory approval.  We expect these
activities, together with general and administrative expenses, to
result in substantial operating losses for the foreseeable future.
We will not receive product revenue unless we, or our
collaborative partners, complete clinical trials, obtain
regulatory approval and successfully commercialize one or more of
our products, the Company said in a regulatory filing with the
Securities and Exchange Commission.

"We believe our existing cash resources will not be sufficient to
fund our projected operating requirements beyond the end of the
current fiscal year," the Company disclosed.

"We have been and are currently seeking collaborative arrangements
with corporate partners to fund the development and
commercialization of TELINTRA, our lead product candidate and
TELCYTA, our other product candidate. We are also evaluating
options to raise additional funds through equity or debt
financings and sales transactions as well as other sources such as
research grants from non-profit organizations. However, we cannot
provide any assurances that we will be successful in obtaining
additional funding. If we are unable to secure additional
financing on a timely basis or on terms favorable to us, we will
be required to cease or reduce certain research and development
projects, to sell some or all of our technology or assets or to
merge all or a portion of our business with another entity.
Insufficient funds will require us to delay, scale back, or
eliminate some or all of our activities. There is a substantial
doubt about our ability to continue as a going concern beyond the
current fiscal year unless we are able to obtain additional and
sufficient funding for our operations."

Telik listed $9.8 million in total assets, $2.3 million in total
current liabilities and $1.2 million in non-current portion of
facility exit costs, and $6.3 million in total stockholders'
equity at March 31, 2012.  It posted a net loss of $2.3 million
for the three months ended March 31, 2012, from a net loss of $3.7
million for the same period in 2011.

A copy of Telik's Form 10-Q report filed with the Securities and
Exchange Commission for the quarter ended March 31, 2012, is
available at http://is.gd/jajQKE


TOWNLAKES SQUARE: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Townlakes Square, LLC
        5434 Adams Morgan Way
        New Port Richey, FL 34653

Bankruptcy Case No.: 12-07178

Chapter 11 Petition Date: May 9, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Judge: Caryl E. Delano

Debtor's Counsel: Sheila D. Norman, Esq.
                  NORMAN AND BULLINGTON, P.A.
                  1905 West Kennedy Blvd.
                  Tampa, FL 33606
                  Tel: (813) 251-6666
                  Fax: (813) 254-0800
                  E-mail: sheila@normanandbullington.com

Scheduled Assets: $2,126,148

Scheduled Liabilities: $8,189,874

A copy of the Company's list of its 17 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb12-07178.pdf

The petition was signed by Miguel Perez, managing member.


TREASURES INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Treasures, Inc.
        dba Treasures Furniture
        7480 Miramar Road, Suite 105
        San Diego, CA 92126

Bankruptcy Case No.: 12-06689

Chapter 11 Petition Date: May 8, 2012

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Margaret M. Mann

Debtor's Counsel: Christine E. Baur, Esq.
                  LAW OFFICE OF CHRISTINE E. BAUR
                  4653 Carmel Mountain Road, Suite 308 #332
                  San Diego, CA 92130
                  Tel: (858) 350-3757
                  Fax: (858) 876-9480
                  E-mail: christine@baurbklaw.com

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

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

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

The petition was signed by Alan D. Glass, CEO.


TRIMAS COMPANY: Moody's Upgrades CFR to 'Ba3'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded all of TriMas Company LLC's
credit ratings by one notch and affirmed the SGL-2 Speculative
Grade Liquidity rating. The Corporate Family Rating and
Probability of Default Rating were upgraded to Ba3 from B1. The
rating outlook was changed to stable from positive.

Ratings Rationale

The ratings upgrade for TriMas reflects the company's improving
leverage with debt to EBITDA of 3.3 times for the 12 month period
ending March 31, 2012, and EBITA to interest coverage of 3.0 times
for the same period. The ratings benefit from a broad mix of
industry verticals that provide end market and product diversity
and the company's solid performance since the 2009 downturn. The
ratings are constrained by the cyclicality of the company's
operating performance demonstrated by the sharp decline in
revenues and profitability during the recent economic downturn,
pressures from a weakening European economy and the likelihood of
slow growth in the U.S. Currently, all five of the company's
operations are performing well but Cequent's North American
business experienced sales and margin pressure during the quarter
ended March 31, 2012.

Upgrades:

  Issuer: TriMas Company LLC

    Senior Secured Bank Credit Facility, upgraded to Ba1 LGD2,
    23% from Ba2, LGD2, 24%

  Issuer: TriMas Corporation

    Senior Secured Regular Bond/Debenture, upgraded to B1, LGD4,
    69% from B2, LGD5, 70%

Affirmations:

SGL-2

Outlook:

The ratings outlook is stable.

The company's Speculative Grade Liquidity Rating was affirmed at
SGL-2, reflecting Moody's view that the company has good
liquidity. Liquidity benefits from positive cash flow, committed
revolver availability and adequate cushion under financial
maintenance covenants.

To be considered for a higher rating, the company should
demonstrate sustained organic revenue growth, improving margins,
sustainable debt to EBITDA below 3.0 times and EBITA to interest
coverage approaching 4.0 times. Also important to positive rating
traction is good liquidity including effective working capital
management.

The rating could be downgraded if the company's leverage (debt to
EBITDA) was to increase to over 3.75 times, or if its free cash
flow to debt was anticipated to be below 7.0%, both on a sustained
basis.

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

TriMas Corporation is a diversified industrial manufacturer. The
Company is engaged in five business segments with diverse products
and market channels in packaging, energy, aerospace & defense,
engineered components and Cequent. Last twelve months revenues
through March 31, 2012 totaled approximately
$1.1 billion.


TRIUS THERAPEUTICS: Files Form 10-Q, Incurs $7.6MM Loss in Q1
-------------------------------------------------------------
Trius Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing 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 a year ago.

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.

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

                        http://is.gd/kBy2Hc

                     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.


TROY LODGE: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Troy Lodge, LLC
        11600 SW Shilo Lane
        Portland, OR 97225-5995

Bankruptcy Case No.: 12-26469

Chapter 11 Petition Date: May 9, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Neil W. Bason

Debtor's Counsel: John-Patrick M. Fritz, Esq.
                  LEVENE NEALE BENDER RANKIN ET AL
                  10250 Constellation Blvd., Ste. 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: jpf@lnbrb.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-26469.pdf

The petition was signed by Christopher Campbell, authorized agent.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
LSSR, LLC                              12-24557   04/25/12
Shilo Inn, Seaside
  Oceanfront, LLC                      11-34569   06/07/12


UNITEK GLOBAL: S&P Keeps 'B+' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Blue Bell, Pa.-
based UniTek Global Services Inc., including the 'B+' corporate
credit rating and stable outlook, remain unchanged following the
company's proposed $20 million add-on to the term loan facility
due 2018. "The proposal will increase the size of the facility to
$120 million from $100 million, and the issue-level rating on this
facility remains a 'B' and the recovery rating remains '5'. We
expect the company to use funds from the transaction primarily to
replenish liquidity and fund an earnout payment for the Pinnacle
acquisition completed in April 2011," S&P said.

"The ratings on UniTek reflect its 'aggressive' financial risk
profile. Pro forma for the transaction, leverage was about 4.0x
(compared with 3.7x at year-end 2011) and liquidity was 'less than
adequate' based on our expectation that the leverage covenant
cushion could drop below 15% during 2012 and that UniTek would not
be able to absorb low-probability, high-impact events without
refinancing. The ratings also reflect the company's 'weak'
business risk profile, with high customer concentration and
participation in a very competitive and fragmented industry.
Partially tempering factors include our expectation for good
growth prospects over the next two years, driven by healthy
capital expenditures by the telecommunications industry over the
intermediate term and reflected in the company's sizable backlog,"
S&P said.

RATINGS LIST

UniTek Global Services Inc.
Corporate Credit Rating               B+/Stable/--
Senior Secured
  $120 mil term loan facility due 2018 B
   Recovery Rating                     5


VITRO SAB: Units Owe Interest on $1BB Debt, Appeals Court Says
--------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a New York appeals
court on Thursday upheld a decision that put nondebtor affiliates
of Vitro SAB de CV on the hook for interest on $1.2 billion in
debt held by bondholders including Aurelius Capital Management LP
and Elliott Management Corp.

Law360 relates that a five-judge appeals panel rejected the
defendants' argument that principles of comity require the state
court to defer the matter to the Mexican district court overseeing
Vitro's bankruptcy.

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11- 11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted to
liquidations in Chapter 7, court records in January 2012 show.  In
December, the U.S. Trustee in Dallas filed a motion to convert the
subsidiaries' cases to liquidations in Chapter 7.  The Justice
Department's bankruptcy watchdog said US$5.1 million in bills were
run up in bankruptcy and hadn't been paid.


VWR FUNDING: Moody's Affirms B3 CFR; Revises Outlook to Positive
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of VWR Funding,
Inc. including the Corporate Family Rating and Probability of
Default Rating of B3 and assigned a B1 to the proposed amended and
extended term loans and revolver. Moody's also changed the outlook
to positive from stable.

Ratings Affirmed:

Corporate Family Rating, B3

Probability of Default Rating, B3

Speculative Grade Liquidity Rating, SGL-2

$250 Multi-Currency Revolving Credit Facility due 2013, rated B1
(LGD-2, 25%)

$598 Million USD Senior Secured Term Loan B due 2014, rated B1
(LGD-2, 25%)

EUR583 Million Euro Senior Secured Term Loan B due 2014, rated B1
(LGD-2, 25%)

$713 Million 10.25% Senior Notes due 2015, rated Caa1 (LGD-5, 73%)

Ratings Assigned:

Proposed Extended Revolving Credit Facility due 2016, rated B1
(LGD-2, 25%)

Proposed Extended USD and EURO Term Loans due 2017, rated B1 (LGD-
2, 25%)

The ratings outlook is positive.

The change in the outlook to positive reflects Moody's belief that
VWR will continue to reduce debt to EBITDA through organic means
and through accretive acquisitions. While adjusted leverage
remains high, at around 7.0 times, the company has made
substantial progress in reducing leverage and improving
profitability margins over the past several years.

VWR's B3 Corporate Family Rating reflects the company's high
leverage and modest interest coverage and free cash flow relative
to debt. The ratings are supported by VWR's good scale and market
position as the #2 global life science distributor (behind Thermo
Fisher, A3) as well as the stability of revenue and profitability.
The company has demonstrated consistent revenue growth and
improved profit margins driven both by organic growth and
acquisitions. While the company's acquisition strategy has added
to its global scale and geographic diversity, it increases the
complexity of the organization and could pose some business
practice compliance risk, particularly in emerging markets.

Moody's could upgrade the ratings if VWR continues to grow revenue
and EBITDA such that Moody's expects adjusted leverage to be
sustained below 6.5 times and free cash flow to remain above 3% of
total adjusted debt. If Moody's expects sustained negative free
cash flow or leverage to rise above 8 times either due to
deterioration in EBITDA, acquisitions or shareholder friendly
payouts, the ratings could be downgraded. Further, material
deterioration in liquidity including failure to extend a
significant portion of the revolver or subsequent challenges in
refinancing could also lead to rating pressure.

The principal methodology used in rating VWR Funding, Inc. was the
Global Distribution & Supply Chain Services Industry Methodology
published in November 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.

VWR Funding, Inc., headquartered in Radnor, Pennsylvania, is a
global leader in the distribution of laboratory scientific
supplies, including chemicals, glassware, equipment, instruments,
protective clothing, and production supplies. Services include
technical services, onsite storeroom services and laboratory and
furniture design, supply and installation. The company serves
customers in the pharmaceutical, biotechnology, medical device,
chemical, technology, food processing and consumer product
industries, as well as governmental agencies, universities and
research institutes, and environmental organizations. For the
twelve months ended March 31, 2012, VWR reported revenues of $4.2
billion.


VOICE ASSIST: Amends 2011 Quarterly Reports
-------------------------------------------
Voice Assist, Inc., filed with the U.S. Securities and Exchange
Commission amendments to its quarterly reports for the periods
ended March 31, 2011, June 30, 2011, and September 30, 2011.

The restated unaudited quarterly financial statements in this Form
10-Q/A account for the non-recording of the valuation of personal
shares transferred from the Chief Executive Officer of the Company
to a former executive officer for services rendered to the
Company.  The adjustment results in an increase in the total net
loss for the period and has no effect on the Company's historical
or future revenues, cash or total assets.

The Company's restated statement of operations reflects a net loss
of $9.26 million on $725,495 of revenue for the nine months ended
Sept. 30, 2011, compared with a net loss of $335,799 on $986,083
of revenue for the nine months ended Sept. 30, 2010.  The Company
originally reported a net loss of $7.3 million on $725,495 of
revenues for the nine months ended Sept. 30, 2011, compared with a
net loss of $335,799 on $986,083 of revenues for the nine months
ended Sept. 30, 2010.

The Company's restated balance sheet at Sept. 30, 2011, showed
$1.27 million in total assets, $2.52 million in total liabilities
and a $1.24 million total stockholders' deficit.  The Company
originally reported $1.3 million in total assets, $522,673 in
total current liabilities, and stockholders' equity of $750,332
for the period ended Sept. 30, 2011.

A copy of the March 31 Form 10-Q/A is available for free at:

                         http://is.gd/Q6ymEV

A copy of the June 30 Form 10-Q/A is available for free at:

                         http://is.gd/T1lqnk

A copy of the Sept. 30 Form 10-Q/A is available for free at:

                         http://is.gd/v9obiV

                         About Voice Assist

Lake Forest, Calif.-based Voice Assist, Inc., operates a cloud-
based speech recognition platform that supports speech recognition
based enterprise services such as Customer Relationship Management
(CRM), field force automation, as well as direct-to-enterprise
services such as virtual assistants that unify communications and
direct-to-consumer "safe driving" services that allow SMS, email,
and social media messaging through a single personal phone number.

For 2011, Mantyla McReynolds LLC, in Salt Lake City, Utah,
expressed substantial doubt about Voice Assist's ability to
continue as a going concern.  The independent auditors noted that
the Company has working capital deficits and has incurred losses
from operations and negative operating cash flows during the years
ended Dec. 31, 2011, and 2010.

The Company reported a net loss of $10.24 million on $872,010 of
revenues for 2011, compared with a net loss of $1.30 million on
$1.26 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.09 million
in total assets, $2.92 million in total liabilities, and a
stockholders' deficit of $1.83 million.


VOLKSWAGEN-SPRINGFIELD: Can Use BB&T Cash Collateral Thru May 23
----------------------------------------------------------------
The Bankruptcy Court signed off on a consent order that permits
Volkswagen-Springfield, Inc., to use cash collateral of Branch
Banking and Trust Company through May 23, 2012.

As adequate protection for and to the extent of any diminution in
the value of the Cash Collateral during the Interim Period
resulting from the use, sale or lease of the Cash Collateral, the
Debtor will grant to BB&T, pursuant to 11 U.S.C. Section 364(c)(2)
a first priority perfected replacement lien on the Debtor's rights
in accounts receivable and cash generated from the sale or other
disposition of collateral of BB&T during the Interim Period; and
any tangible or intangible assets of the Debtor created or
acquired during the Interim Period to the extent acquired using
Cash Collateral or proceeds of pre-petition collateral of BB&T.
The Postpetition Liens granted to BB&T will not attach to the
estate's interest in any avoidance actions pursuant to chapter 5
of the Bankruptcy Code or the proceeds.

The Court will hold another hearing May 23 at 1:30 p.m. on the
Debtor's continued use of cash collateral.

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Banrk. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq. -- jonathan.hauser@troutmansanders.com -- at Troutman
Sanders LLP, represents BB&T.


VOLKSWAGEN-SPRINGFIELD: Sec. 341 Creditors' Meeting on June 14
--------------------------------------------------------------
The U.S. Trustee for the Eastern District of Virginia will convene
a Meeting of Creditors under 11 U.S.C. Sec. 341 in the Chapter 11
case of Volkswagen-Springfield, Inc., on June 14, 2012, at 3:00
p.m. at Office of the U.S. Trustee, 115 South Union Street, Suite
206, in Alexandria.

Proofs of claim are due by Sept. 12, 2012.  Complaints for
determination of dischargeability of debt ARE due by Aug. 13,
2012.

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.


VUANCE LTD: Swings to $1 Million Net Income in 2011
---------------------------------------------------
Vuance Ltd. filed with the U.S. Securities and Exchange Commission
its annual report on Form 20-F disclosing net income of US$1.02
million on US$7.92 million of revenue in 2011, compared with a net
loss of US$1.96 million on US$7.38 million of revenue in 2010.

The Company's balance sheet at March 31, 2012, showed US$2.45
million in total assets, US$8.05 million in total liabilities and
a US$5.60 million total shareholders' deficit.

For 2011, Fahn Kanne & Co. Grant Thornton Israel expressed
substantial doubt about the Company's ability to continue as a
going concern.  The indepdent auditors noted that the Company has
incurred substantial recurring losses and negative cash flows from
operations and, as of Dec. 31, 2011, the Company had a working
capital deficit and total shareholders' deficit.

A copy of the Form 20-F is available for free at:

http://is.gd/V2fm56

                         About Vuance Ltd.

Qadima, Israel-based Vuance Ltd. is a leading provider of Wireless
Identification Solutions.  The Company currently offers an Active
RFID technology, a long, active radio frequency identification
equipment that utilizes active radio frequency communications to
track assets, people and objects for potential governmental agency
and commercial customers.


WASHINGTON GROUP: Appeals Court Rejects Alter Ego Claim v Raytheon
------------------------------------------------------------------
Boccard USA Corporation sued Raytheon Company seeking to hold it
liable for a breach of contract by Raytheon Company's former
third-tier subsidiary, United Engineers International, Inc., based
on the theory of alter ego.  A jury found United Engineers had
breached its contract with Boccard and made an affirmative finding
on Boccard's alter ego claim against Raytheon Company.  Based on
the jury's verdict, the trial court rendered judgment against
Raytheon Company in favor of Boccard.

Raytheon appealed to the Court of Appeals of Texas, First
District, Houston.  Of the four issues raised by Raytheon on
appeal, the dispositive issue addressed by the appellate court is
whether Boccard had standing to pursue its alter ego claim.

In an Opinion dated May 10, 2012, penned by Justice Laura Carter
Higley, available at http://is.gd/go3p07from Leagle.com, the
appellate court held that Boccard did not have standing to pursue
the claim, and vacated the trial court's judgment and dismissed
the appeal.

In May 1998, United Engineers entered into a turnkey agreement
with Atlantic Methanol Production Company LLC in which United
Engineers agreed to provide "all design, engineering, procurement,
construction,. . . [and] other work necessary to build a methanol
production facility" for AMPCO in Equatorial Guinea.  To build the
plant, United Engineers needed fabricated piping spool, and
Boccard agreed to supply such material to United Engineers.

In June 1999, the two companies entered into a contract, in the
form of a purchase order, setting out the terms of the agreement
by which Boccard would supply piping spool to United Engineers.
The contract stated that the total price of the order was not to
exceed $5.5 million.

Over the next year, disputes arose between the two companies
regarding the order.  Each side accused the other of not
sufficiently performing its obligations under the agreement. For
example, Boccard asserted that United Engineers failed to timely
supply Boccard with drawings and other information necessary for
it to complete the order, and United Engineers contended that
Boccard was causing unnecessary delays.

Over time, the scope and the cost of order incrementally
increased.  After the last of the product was shipped by Boccard
to United Engineers in May 2000, Boccard claimed that United
Engineers still owed it over $3.9 million.  United Engineers
claimed that Boccard had deviated from the agreement and, as a
result, owed money to United Engineers.

Around this same time, United Engineers and its parent company,
Raytheon Engineers & Constructors, Inc., were sold to Morrison
Knudsen, a construction company.  Before the sale, United
Engineers was a wholly owned subsidiary of RE&C, and RE&C was a
wholly owned subsidiary of Raytheon Engineers and Constructors
International, Inc., which is in turn, was a wholly owned
subsidiary of Raytheon Company.  Following the sale, Raytheon and
RECI remained as parent and subsidiary.  After purchasing RE&C and
its subsidiaries, including United Engineers, Morrison Knudsen and
RE&C merged to form Washington Group International, Inc.  At that
point, United Engineers became a wholly owned subsidiary of
Washington Group.

About a year after the corporate merger, Washington Group and its
subsidiaries, including United Engineers, filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code in
Reno, Nevada.  As a creditor, Boccard filed a proof of claim in
the bankruptcy court for the amounts it claimed were owed by
United Engineers on the AMPCO methanol plant project.

When the bankruptcy petition was filed, Washington Group became
the debtor-in-possession, acting in the capacity of a bankruptcy
trustee.  As debtor-in-possession, Washington Group filed an
adversary proceeding in the bankruptcy court against Raytheon and
RECI.  Among its claims, Washington Group alleged that, before
Morrison Knudsen purchased RE&C, Raytheon had depleted RE&C of its
working capital rendering it insolvent.  It further alleged that
Raytheon had misrepresented to Morrison Knudsen the true financial
condition of RE&C, failing to disclose a number of RE&C's
liabilities.

In January 2002, Raytheon and Washington Group entered into a
settlement agreement whereby each party mutually released the
other from all claims.

In July 2003, Boccard filed an adversary proceeding seeking to
resolve its claim against Washington Group.  On Jan. 27, 2004, the
bankruptcy court signed a stipulated order dismissing Boccard's
adversary proceeding with prejudice but allowing Boccard a claim
in the bankruptcy proceeding in the amount of $3.1 million.  The
order expressly provided that it had no res judicata or other
preclusive effect.

On April 8, 2004, Boccard sued Raytheon, asserting that United
Engineers breached its contract by failing to pay all amounts owed
to Boccard for supplying the fabricated piping spool for the
construction of the AMPCO methanol plant. Boccard sought to hold
Raytheon liable for United Engineers's breach of contract based on
the theory of alter ego.  Boccard alleged that, prior to selling
RE&C and United Engineers to Morrison Knudsen, Raytheon, and its
linear subsidiaries, had disregarded the corporate form to the
point that each wholly owned subsidiary and its respective parent
company were the alter egos of one another.  In other words,
United Engineers and its parent, RE&C, were alter egos of each
other; RE&C and RECI were alter egos; and RECI and Raytheon were
alter egos.  Boccard claimed that Raytheon, as the ultimate parent
corporation in the chain, was liable for United Engineers's breach
of contract.

Raytheon filed a motion for partial summary judgment in which it
challenged Boccard's alter ego claim.  Raytheon asserted, inter
alia, that Boccard did not have standing to assert an alter ego
claim because the claim belonged exclusively to the bankruptcy
estate. Raytheon argued that, pursuant to the Bankruptcy Code,
only the bankruptcy trustee, or the debtor-in-possession, has
standing to assert a claim owned by the bankruptcy estate.

The trial court denied Raytheon's motion for partial summary
judgment. The case proceeded to trial before a jury. The jury
found in favor of Boccard on its breach of contract and alter ego
claims. The trial court rendered judgment on the jury's verdict,
awarding Boccard $3,444,513.62 in damages.  The appeal followed.

According to the Texas appeals court, Washington Group was the
only party with standing to assert an alter ego claim against
Raytheon.  Boccard did not have standing to assert the alter ego
claim.  "Thus, we hold that the trial court was without subject-
matter jurisdiction to render judgment based on the equitable
claim of alter ego," the appeals court said.

The appellate case is RAYTHEON COMPANY, Appellant, v. BOCCARD USA
CORPORATION, Appellee, No. 01-10-00950-CV (Tex. App. Ct.).

                      About Washington Group

Washington Group, an international engineering and construction
firm, offers a full life-cycle of services as a preferred provider
of premier science, engineering, construction, program management,
and development.  Washington Group International, Inc., et al.,
sought Chapter 11 protection (Bankr. D. Nev. Case No. 01-31627),
on May 14, 2001, and filed their Plan of Reorganization, as
subsequently amended and modified, on July 24, 2001.  That Plan
took effect on January 25, 2002.  The Company listed combined
assets of $3,761,700,000 and liabilities of $3,297,800,000 at the
time of the bankruptcy filing.  Timothy R. Pohl, Esq., Gregg M.
Galardi, Esq., and Eric M. Davis, Esq., at SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP, guided the company through its successful
restructuring.


WILLBROS GROUP: S&P Affirms 'B-' Corp. Credit Rating; Off Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B-' corporate credit rating, on Houston-based engineering and
construction (E&C) company Willbros Group Inc. "At the same time,
we removed the ratings from CreditWatch, where we had placed them
with negative implications on March 2, 2012. The outlook is
negative," S&P said.

"Although Willbros' operating results are improving and the
company continues to repay debt, the company's revolving credit
facility ($59 million outstanding as of March 31, 2012) matures
June 30, 2013. The company also has limited headroom under the
maximum total leverage ratio covenant in its bank credit
agreement, which steps down to 3.25x on Dec. 31, 2012. Covenant-
calculated total leverage was less than 3x as of March 31, 2012,"
S&P said.

"Because of a series of execution challenges in its businesses,
Willbros' recent performance record has been worse than our
expectations," said Standard & Poor's credit analyst Robyn
Shapiro. "Operating losses associated with the company's current
and previous operations illustrate the inherent risks associated
with projects in the E&C industry."

"Willbros provides engineering, construction, maintenance, life-
cycle extension, and facilities development and operations
services in three markets: hydrocarbon infrastructure, including
natural gas pipelines, refining and processing plants (oil and
gas); Canadian operations; and the North American electric power
transmission and distribution market (utility transmission and
distribution)," S&P said.


WOODCREST COUNTRY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Woodcrest Country Club
        300 Evesham Road
        Cherry Hill, NJ 08003

Bankruptcy Case No.: 12-22055

Chapter 11 Petition Date: May 9, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtor's Counsel: William Mackin, Esq.
                  WILLIAM MACKIN, ESQ., P.C.
                  105 N. Broad Street
                  P.O. Box 304
                  Woodbury, NJ 08096
                  Tel: (856) 848-2152
                  Fax: (856) 848-4280
                  E-mail: bill.mackin@verizon.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/njb12-22055.pdf

The petition was signed by Irvin E. Richter, president.


WP CAMP: Moody's Assigns 'B3' Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service has assigned ratings, including a B3
corporate family rating, to WP CAMP Holding Company, reflecting
the planned leveraged buy-out of CAMP by entities of the financial
sponsor GTCR, LLC, a $700 million transaction. Concurrently, a B1
rating has been assigned to the planned first-lien credit facility
and a Caa2 rating to the planned second lien credit facility. The
B3 corporate family rating anticipates steady revenue growth ahead
and continuation of CAMP's historically strong operating margins,
but also recognizes a very high beginning leverage level despite
the LBO's large equity component.

Ratings Rationale

Although a rather small company with annual revenues below $100
million, CAMP has attained a good business position as a provider
of business jet maintenance record keeping services, which heavily
supports the CFR. An established subscriber base, historically
high subscriber renewal rates, and long-term exclusive
arrangements with several business jet manufactures should help
the subscriber count grow in the low single digit percentage range
annually. Further, because the annual cost to end users of
purchasing business maintenance record keeping services versus the
total jet ownership cost is low, the company's ability to continue
obtaining annual price increases seems intact. Moody's expects
that the risk of a newcomer duplicating the company's service
offering is limited because the company already occupies much of
its niche and a relatively large amount of investment would be
required to duplicate the numerous aircraft models that CAMP's
database handles. Revenue stability is supported by the existing
business jet fleet size and Moody's expects that that annual
business jet deliveries should rise in coming years as the U.S.
economic recovery gradually takes hold.

Very high financial leverage heavily weighs against the good
business position however, and constrains the rating. On a Moody's
adjusted basis, the ratio of debt (pro forma for the LBO) to 2011
revenues would be 5x, while debt to EBITDA would exceed 8.5x.
These leverage ratios are very high for both aerospace/defense and
software sector issuers. High beginning financial leverage limits
prospects for debt reduction from free cash flow and makes the
credit less resilient against negative operational developments.

The rating outlook is stable, focused on adequate beginning
liquidity and likelihood of gradual debt reduction. Moody's
expects that modest working capital needs and low capital spending
planned should permit a free cash flow to debt ratio in the low
single digit percentage range. A minimal cash on hand balance will
follow transaction close and the planned $30 million revolving
credit facility is large versus CAMP's revenue base. The only
planned financial maintenance covenant of the $260 million first
lien credit facility will be a maximum first lien net leverage
test, whose threshold will decline over time. However, the test
will only apply when revolver utilization exceeds $3 million. In a
stress scenario, effective revolver availability could diminish
with the financial ratio covenant, which somewhat offsets the
large revolver size consideration. Beginning covenant headroom
should be sufficient to effectively permit some light revolver
borrowing if need be.

Upward rating momentum would depend on expectation of debt to
EBITDA below 6x, free cash flow to debt above 10% and sustained
adequate liquidity. Downward rating pressure would mount with weak
liquidity and a lack of leverage metric improvement.

Ratings are:

Corporate family, B3

Probability of default, B3

$30 million first lien revolving credit facility due 2017, B1,
LGD3, 31%

$230 million first lien term loan due 2019, B1, LGD3, 31%

$115 million second lien term loan due 2019, Caa2, LGD5, 84%

Rating Outlook, Stable

The principal methodology used in rating WP Camp Holdings Company
was the Global Aerospace and Defense Industry Methodology
published in June 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

WP CAMP Holding Company, based in Ronkonkoma, New York, provides
maintenance, inventory control and scheduling services management
programs in North America and Europe. Revenues in 2011 revenues
were $70 million. The company is expected to be renamed CAMP
International Holding Company at transaction close.


YELLOW MEDIA: S&P Cuts Corp. Credit Rating to 'CCC'; on Watch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Montreal-based Yellow Media Inc. by two notches
to 'CCC' from 'B-'.

"At the same time, Standard & Poor's lowered its issue-level
rating on the company's senior unsecured debt to 'CCC' (the same
as the corporate credit rating on Yellow Media) from 'B-'. The
recovery rating on the debt is unchanged at '4', indicating our
expectation of average (30%-50%) recovery in the event of a
default. Standard & Poor's also lowered its issue-level rating on
Yellow Media's subordinated debt to 'CC' (two notches below the
corporate credit rating on the company) from 'CCC'. The recovery
rating on this debt is unchanged at '6', indicating our
expectation of negligible (0%-10%) recovery in a default
situation," S&P said.

"In addition, we lowered the ratings on the company's preferred
shares outstanding to 'D' (default) from 'C', owing to the
nonpayment of dividends on these securities when due," S&P said.

"Finally, we are keeping all our ratings on the company on
CreditWatch, where they were placed with negative implications
Dec. 5, 2011. At March 31, 2012, the company had about C$2 billion
of gross debt and about C$732 million of preferred shares
outstanding," S&P said.

"The downgrade primarily reflects Yellow Media's heightened risk
of a near-term debt restructure given the significant refinancing
risk for its debt maturities in 2013 and beyond," said Standard &
Poor's credit analyst Madhav Hari. "The downgrade also reflects
our view that the company's current capital structure is
unsustainable against the backdrop of deteriorating revenue and
cash flow trends," Mr. Hari added.

"For the quarter ended March 31, 2012, Yellow Media's normalized
revenue decline accelerated to 13.3% (17.3% on a reported basis)
on a year-over-year basis, driving a 21.3% (23.2%) drop in
normalized EBITDA; normalized revenue and EBITDA exclude the
impact of the divested LesPAC operations as well as contribution
from Canpages and YPG USA. While print revenue erosion (which
accelerated to about 19% year-over-year) was fairly consistent
with our recently lowered expectations, growth in organic online
revenue (7.8%) was substantially weaker than our assumption of a
percent growth in the mid-to-high teens and well below the 22%
that the company posted in fourth-quarter 2011. The sharp slowdown
of online revenue growth at Yellow Media is of particular concern
to us since market share gain in this segment is critical to the
company's long-term viability. Also, key operating metrics such as
customer count, customer renewal rates, and average revenue per
advertiser, have weakened notably relative to previous quarters.
Furthermore, in its quarterly reporting Yellow Media management
cautioned that in the most recent quarter it had observed changes
in revenue trends that led it to believe that online revenue
growth would be slower than previously expected and print declines
would be steeper based on a more rapid and enduring change than
expected in late-2011," S&P said.

"The company remains on CreditWatch negative. This CreditWatch
placement indicates that we could either affirm or lower the
ratings on Yellow Media by one or more notches in the near future.
Standard & Poor's will likely resolve this CreditWatch once it has
had an opportunity to fully evaluate the measures company
management is taking to address its debt maturities," S&P said.


Z TRIM HOLDINGS: Edward Smith Discloses 67.6% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edward B. Smith, III, and his affiliates
disclosed that, as of May 8, 2012, they beneficially own
31,142,057 shares of common stock of Z Trim Holdings, Inc.,
representing 67.6% of the shares outstanding.

Mr. Smith previously reported beneficial ownership of 30,397,346
common shares or a 70.9% equity stake as of March 29, 2012.

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

                        http://is.gd/mVbzes

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

The Company reported a net loss of $6.94 million in 2011, compared
with a net loss of $10.91 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $4.27 million
in total assets, $13.01 million in total liabilities, $3.85
million in total commitment and contingencies and a $12.59 million
total stockholders' deficit.

M&K CPAs,PLLC, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern
following the 2011 financial results.  The independent auditors
noted that the Company had a working capital deficit and
reoccurring losses as of Dec. 31, 2011.


ZUFFA LLC: Technical Default of Debt No Effect on Moody's Ba3 CFR
-----------------------------------------------------------------
Moody's Investors Service said that Zuffa, LLC's technical default
will not impact its Ba3 Corporate Family Rating (CFR). The default
was a result of an omission of recording an accrued liability for
contingent future obligations related to the company's employee
incentive plan. This amounted to the company's past financial
statements not being prepared in accordance with generally
accepted accounting principles and hence not in compliance with
its loan agreement for a short period until they are restated.

Moody's expects the omission to be cured quickly through the
restatement of Zuffa's financial statements. Moody's believes that
upon restatement, the inclusion of the charge will not materially
impact the company's leverage (including Moody's adjustments) or
exceed the company' senior secured leverage covenant of 5.0x
(which applies when the company's revolver is drawn) in what
Moody's expects to be the restated historical periods. In
addition, Moody's expects the company to take definitive steps to
modify its employee incentive plan, in order to eliminate the
contingent liability and reverse the need for the accrued
contingent liability going forward.

Moody's does not believe the company had any motive to
intentionally omit such a charge in its financial statements. In
Moody's view, this is a minor technicality which will be quickly
remedied, and doesn't warrant a change in the company's rating or
positive rating outlook.

Zuffa, LLC d/b/a Ultimate Fighting Championship (Zuffa) is the
world's largest promoter of mixed martial arts (MMA) sports
competition events. Its most prominent brand, the Ultimate
Fighting Championship or "UFC", has the largest platform in the
sport today, and its name is now synonymous with MMA. MMA is an
individual combat sport with international appeal, which uses a
combination of rules and fighting genre, such as boxing, karate,
judo, jiu-jitsu, kickboxing, and wresting among others and is
currently sanctioned by 46 out of 48 state athletic commissions in
the U.S. under the "Unified Rules of MMA".


* FDIC Wind-Down Plan Won't Be Pretty, But Just May Work
--------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that the Federal
Deposit Insurance Corp.'s plan, detailed Thursday, to wind down
failed major financial institutions would allow a company's
subsidiaries to survive while the parent is put to rest -- and
that might be the only way to prevent a massive creditor run,
attorneys say.


* Congress Extends Temporary Bankruptcy Judgeships
--------------------------------------------------
The U.S. Congress has passed, and the President is expected to
sign into law, legislation saving temporary bankruptcy judgeships
that could have expired in 19 judicial districts.

The Temporary Bankruptcy Judgeships Extension Act of 2012 extends
29 existing temporary judgeships previously created by Congress
for an additional five years.

The legislation, considered in Congress for more than a year,
comes just in time for many bankruptcy courts. By statute, five
years after a judge fills the office, the first bankruptcy
judgeship vacancy to occur in that same district cannot be filled.
The five years are up for most, and vacancies are beginning to
occur in the 19 districts that received those temporary
judgeships.

A list of the affected districts and temporary judgeships is
available at http://is.gd/VCChly


* Squire Sanders Promotes Sherri Dahl to Principal
--------------------------------------------------
Squire Sanders on May 8 disclosed that Sherri L. Dahl has been
promoted to principal.  Ms. Dahl is among five lawyers the global
legal practice promoted to principal this year and is based in the
Cleveland office.

Ms. Dahl's practice focuses on complex corporate and municipal
bankruptcy reorganization, sales, and litigation.  She represents
debtors, lenders, creditors' committees, and individual creditors
in Chapter 7, 9, and 11 matters in bankruptcy and district courts
across the United States.  Ms. Dahl represented the holding
company for the U.S.'s fourth largest bank failure in 2009.  She
has also represented companies involved in the steel, automotive,
entertainment, manufacturing, healthcare, aluminum, mortgage,
construction, coal mining, and plastics industries.

"We are proud to recognize Sherri's hard work with this
promotion," said Stephen D. Lerner, leader of Squire Sanders'
Restructuring and Insolvency Practice Group.  "We are fortunate to
have her skills and talent, which contribute to the outstanding
service we provide our clients."


* BOND PRICING -- For Week From May 7 to 11, 2012
-------------------------------------------------

  Company           Coupon     Maturity  Bid Price
  -------           ------     --------  ---------
AMBAC INC            9.375     8/1/2011    18.200
AMBAC INC            9.500    2/15/2021    18.500
AMBAC INC            7.500     5/1/2023    19.100
AMBAC INC            6.150     2/7/2087     0.625
AES EASTERN ENER     9.000     1/2/2017    26.500
AGY HOLDING COR     11.000   11/15/2014    36.027
AHERN RENTALS        9.250    8/15/2013    63.850
ALION SCIENCE       10.250     2/1/2015    41.750
AMER GENL FIN        5.200    5/15/2012    98.799
AMR CORP             9.000     8/1/2012    48.550
AM AIRLN PT TRST    10.180     1/2/2013    67.550
AM AIRLN PT TRST     7.379    5/23/2016    31.000
A123 SYSTEMS INC     3.750    4/15/2016    30.000
BROADVIEW NETWRK    11.375     9/1/2012    86.500
BLOCKBUSTER INC     11.750    10/1/2014     1.688
CHRCH CAP FNDING     6.600    5/15/2013    25.000
DELTA AIR 1992B1     9.375    9/11/2017    26.625
DELTA AIR 1993A1     9.875    4/30/2049    19.260
DIRECTBUY HLDG      12.000     2/1/2017    18.375
DIRECTBUY HLDG      12.000     2/1/2017    18.375
DUNE ENERGY INC     10.500     6/1/2012    92.750
EDISON MISSION       7.500    6/15/2013    74.125
EASTMAN KODAK CO     7.250   11/15/2013    29.100
EASTMAN KODAK CO     7.000     4/1/2017    28.000
EASTMAN KODAK CO     9.950     7/1/2018    30.100
EASTMAN KODAK CO     9.200     6/1/2021    28.375
ENERGY CONVERS       3.000    6/15/2013    51.250
FIRST METRO          6.900    1/15/2019    15.000
GLB AVTN HLDG IN    14.000    8/15/2013    33.250
GMX RESOURCES        5.000     2/1/2013    73.256
GMX RESOURCES        5.000     2/1/2013    73.750
GMX RESOURCES        4.500     5/1/2015    44.000
GLOBALSTAR INC       5.750     4/1/2028    49.250
HAWKER BEECHCRAF     8.500     4/1/2015    19.000
HAWKER BEECHCRAF     8.875     4/1/2015    19.000
HAWKER BEECHCRAF     9.750     4/1/2017     3.026
ELEC DATA SYSTEM     3.875    7/15/2023    95.000
HSBC FIN CORP        7.000    5/15/2012   100.016
LEHMAN BROS HLDG     0.250    12/8/2012    22.000
LEHMAN BROS HLDG     0.250    12/8/2012    22.000
LEHMAN BROS HLDG     1.000    12/9/2012    22.000
LEHMAN BROS HLDG     1.500    3/29/2013    22.000
LEHMAN BROS HLDG     1.000   10/17/2013    22.000
LEHMAN BROS HLDG     0.250   12/12/2013    22.000
LEHMAN BROS HLDG     0.250    1/26/2014    22.000
LEHMAN BROS HLDG     1.250     2/6/2014    22.000
LEHMAN BROS HLDG     1.000    3/29/2014    22.000
LEHMAN BROS HLDG     1.000    8/17/2014    22.000
LEHMAN BROS HLDG     1.000    8/17/2014    22.000
LEHMAN BROS INC      7.500     8/1/2026    10.250
LIFECARE HOLDING     9.250    8/15/2013    59.500
MASHANTUCKET PEQ     8.500   11/15/2015    10.600
MF GLOBAL LTD        9.000    6/20/2038    45.875
MANNKIND CORP        3.750   12/15/2013    56.000
NEWPAGE CORP        10.000     5/1/2012     2.000
NETWORK EQUIPMNT     7.250    5/15/2014    35.100
PMI GROUP INC        6.000    9/15/2016    22.100
PENSON WORLDWIDE     8.000     6/1/2014    31.160
PENSON WORLDWIDE    12.500    5/15/2017    41.500
POWERWAVE TECH       3.875    10/1/2027    21.393
POWERWAVE TECH       3.875    10/1/2027    21.500
REDDY ICE HLDNGS    10.500    11/1/2012    55.500
REDDY ICE CORP      13.250    11/1/2015    28.000
REAL MEX RESTAUR    14.000     1/1/2013    46.000
RESIDENTIAL CAP      6.500    4/17/2013    35.000
RESIDENTIAL CAP      6.875    6/30/2015    47.470
SUPERVALU INC        7.500    5/15/2012   100.000
THORNBURG MTG        8.000    5/15/2013     8.750
TOUSA INC            9.000     7/1/2010    32.000
TOUSA INC            9.000     7/1/2010    31.000
TRAVELPORT LLC      11.875     9/1/2016    36.375
TRAVELPORT LLC      11.875     9/1/2016    37.500
TIMES MIRROR CO      7.250     3/1/2013    35.000
TRIBUNE CO           5.250    8/15/2015    35.750
TRICO MARINE         3.000    1/15/2027     0.750
TRICO MARINE         3.000    1/15/2027     0.031
TERRESTAR NETWOR     6.500    6/15/2014    10.000
TEXAS COMP/TCEH      7.000    3/15/2013    15.000
TEXAS COMP/TCEH     10.250    11/1/2015    21.125
TEXAS COMP/TCEH     10.250    11/1/2015    23.750
TEXAS COMP/TCEH     10.250    11/1/2015    21.450
TEXAS COMP/TCEH     15.000     4/1/2021    29.500
TEXAS COMP/TCEH     15.000     4/1/2021    30.000
USEC INC             3.000    10/1/2014    45.500
WASH MUT BANK FA     6.875    6/15/2011     0.010
WASH MUT BANK FA     5.650    8/15/2014     0.010
WASH MUT BANK FA     5.125    1/15/2015     0.010
WASH MUT BANK NV     6.750    5/20/2036     0.875
XEROX CORP           5.500    5/15/2012   100.000
OSI PHARMACEUTIC     3.000    1/15/2038    79.510



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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