TCR_Public/120518.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 18, 2012, Vol. 16, No. 137

                            Headlines

13 PARTNERSHIP: Case Summary & 3 Largest Unsecured Creditors
1ST FINANCIAL: Reports $584,000 Net Income in First Quarter
258 NEST: Case Summary & 8 Largest Unsecured Creditors
30DC INC: Delays Form 10-Q for March 31 Quarter
4TH STREET EAST: Lender Wins Relief From Bankruptcy Stay

785 PARTNERS: F Reorganization Plan Wins Confirmation
9362 JOINT: Case Summary & 7 Largest Unsecured Creditors
ACCESS PHARMACEUTICALS: Incurs $4.9 Million Net Loss in Q1
ADAMAR OF NEW JERSEY: Tort Suit Dismissed Over Plaintiff's No-Show
ADINO ENERGY: Delays First Quarter Form 10-Q for Review

ADVANCE PRESORT: Case Summary & 20 Largest Unsecured Creditors
ADVANCED MEDICAL: Incurs $1.1 Million Net Loss in First Quarter
AEOLUS PHARMACEUTICALS: Reports $2.7MM Income in March 31 Qtr.
AETERNA ZENTARIS: Gets NASDAQ Notification on Low Bid Price
AFA INVESTMENTS: Faces Class Suit Over WARN Act Violations

AGY HOLDING: Incurs $8.4 Million Net Loss in First Quarter
AHERN RENTALS: Committee Now OKs Terms of Settlement Conferences
ALLIED NEVADA: Moody's Gives 'B3' CFR; 'B3' C$400MM Notes Rating
AMBAC ASSURANCE: AAC Receiver to Purchase $939MM in Surplus Notes
AMBAC FINANCIAL: AAC Barred From Paying Interest on Surplus Notes

AMBAC FINANCIAL:: AAC Receiver Seeks to Begin Paying Policyholders
AMERICAN AIRLINES: Reports April 2012 Traffic Results
AMERICAN APPAREL: Incurs $7.8 Million Net Loss in 1st Quarter
AMERICAN CAMPUS: Moody's Lifts Rating on $27.67MM Bonds From Ba1
AMERICAN CAMPUS: Moody's Lifts Rating on $19.55MM Bonds From Ba1

AMERICAN FINANCIAL: Moody's Rates Preferred Securities '(P)Ba1'
AMSCAN HOLDINGS: Swings to $2.1-Mil. Net Income in First Quarter
APPLETON PAPERS: Moody's Reviews 'B2' CFR/PDR for Upgrade
ARCAPITA BANK: Schedules Filing Deadline Extended to June 8
ARCTIC GLACIER: Ch. 15 Case Recognized in U.S. Bankruptcy Court

AUSTRALIAN EQUITY: Case Summary & 12 Largest Unsecured Creditors
AXION INTERNATIONAL: Delays Q1 Form 10-Q; To Restate 2011 Reports
BANKATLANTIC BANCORP: Incurs $14.2 Million Net Loss in Q1
BEHRINGER HARVARD: Incurs $2.5 Million in First Quarter
BETSEY JOHNSON: Has Access to Funding Through May 30

BETSEY JOHNSON: Has 7-Member Creditors' Panel
BETSEY JOHNSON: Starts GOB Sale; Gordon And Hilco Run Sale
BIOFUELS POWER: Delays Form 10-Q for First Quarter
BIOLIFE SOLUTIONS: Incurs $297,000 Net Loss in First Quarter
BISON BUILDING: Preferential Suit Against Tomball Forest Goes On

BLUEGREEN CORP: Reports $5.6 Million Net Income in First Quarter
BROADCAST INT'L: Incurs $185,000 Net Loss in First Quarter
CABI SMA: Files Amended Schedules of Assets and Liabilities
CABI SMA: Brickell Central's Property Valued at $17-Mil Under Plan
CABI SMA: Brickell Central Says Amended Plan Can't Be Confirmed

CAKE SHOP: Files for Chapter 11 Bankruptcy Protection
CANO PETROLEUM: Can Hire Canaccord Genuity as Investment Banker
CAPITOL CITY: Delays Form 10-Q for Q1, Needs Time for Review
CAPITOL INFRASTRUCTURE: Assets to be Auctioned June 4
CATALYST PAPER: Amends Proposed Plan of Arrangement

CENTRAL FEDERAL: Incurs $739,000 Net Loss in First Quarter
CENTRAL PACIFIC: Solid Capital Level Cues Fitch to Upgrade Ratings
CHIQUITA BRANDS: Moody's Changes Rating Outlook to Negative
CLIFFS CLUB: Has Until Sept. 25 to Decide on Unexpired Leases
CLIFFS CLUB: Has Deal Extending Plan Deadline Until May 22

COATES INTERNATIONAL: Incurs $1.4 Million Net Loss in Q1
COMMUNITY FIRST: Reports $1.7 Million Net Income in 1st Quarter
CONCORD CAMERA: Board OKs Liquidating Distribution of Shares
CONTRACT RESEARCH: Auction Cancelled; Lenders to Take Over
CONVERTED ORGANICS: Swings to $2.9 Million Net Income in Q1

DAIS ANALYTIC: Lowers Net Loss to $18,400 Net Loss in Q1
DELPHI FIN'L: Moody's Lifts Sub. Debt Shelf Rating From '(P)Ba1'
DELTA PETROLEUM: Must Try Again to Stop Shareholder Class Suit
DELTATHREE INC: Swings to $542,000 Net Loss in First Quarter
DEWEY & LEBOEUF: PBGC OKs Transfer of Warsaw Unit to Greenberg

DIALOGIC INC: Tennenbaum Discloses 19.9% Equity Stake
DYNEGY INC: Levi & Korsinky Commences Suit for Investors
EASTMAN KODAK: Sells British Special Effects Business
EASTMAN KODAK: P. Jotwani Resigns as Consumer Business Head
EASTMAN KODAK: Has $366 Million Net Loss in First Quarter

EASTMAN KODAK: Court OKs Termination of Orange Barrel Deal
EAU TECHNOLOGIES: Incurs $558,000 Net Loss in First Quarter
EDIETS.COM INC: Incurs $1.1 Million Net Loss in First Quarter
EPAZZ INC: Delays Form 10-Q for First Quarter
EPAZZ INC: Swings to $337,000 Net Loss in 2011

FIRST BANKS: Files Form 10-Q, Swings to $6.8MM Net Income in Q1
FIRST DATA: Files Form 10-Q, Incurs $152.5MM Net Loss in Q1
FIRST MARINER: Files Form 10-Q, Posts $1.8MM Net Income in Q1
FIRST SECURITY: Incurs $5.8 Million Net Loss in First Quarter
FNB UNITED: Incurs $10.8 Million Net Loss in First Quarter

FNB UNITED: Amends $60 Million Shares Offering Prospectus
GENCORP INC: Moody's Affirms 'B1' CFR; Outlook Positive
GENERAL MARITIME: Completes Restructuring, Emerges From Chapter 11
GENMED HOLDING: Delays Form 10-Q for First Quarter
GENTA INC: Reports $5.2 Million Net Income in First Quarter

GLOBAL AVIATION: Wants Plan Filing Period Extended to Dec. 1
GLOBAL AVIATION: Imperial Capital Ok'd as Committee Fin'l Advisor
GLOBAL AVIATION: Wants Sept. 2 Deadline to Decide on Leases
GLOBAL BRASS: Moody's Rates New $375MM Sr. Secured Notes 'B3'
GLOBAL SHIP: Reports $7.9 Million Net Income in First Quarter

GMAC MORTGAGE: Master Servicer Rating Cut on ResCap Bankruptcy
GMAC-RFC: Fitch Cuts U.S. Res. Master Servicer Rating to 'RMS4'
GREEN EARTH: Incurs $611,000 Net Loss in March 31 Quarter
GUIDED THERAPEUTICS: Incurs $1 Million Net Loss in First Quarter
GUITAR CENTER: Incurs $16.2 Million Net Loss in First Quarter

GOOD SAM: Reports $4,000 Net Income in First Quarter
HAYDEL PROPERTIES: Can Use Gene Whitehurst's Cash Collateral
HCA INC: Moody's Rates New Senior Secured Term Loan A-3 at 'Ba3'
HCSB FINANCIAL: Incurs $471,000 Net Loss in First Quarter
HOSTESS BRANDS: Judge Combines Both Sides' CBA Proposals

HUGHES TELEMATICS: Facing $92 Million Debt Maturity
ICONIX BRAND: Moody's Upgrades Corp. Financial Rating to 'Ba3'
IMAGEWARE SYSTEMS: Incurs $8.6 Million Net Loss in First Quarter
IMEDICOR INC: Delays Form 10-Q for March 31 Quarter
IMPERIAL INDUSTRIES: Incurs $426,000 Net Loss in First Quarter

INGRID E. TRENKLE: Case Summary & 16 Largest Unsecured Creditors
INTELSAT SA: Unit to Redeem Outstanding 9 1/2% Notes on June 15
INTERMETRO COMMUNICATIONS: Incurs $195,000 Net Loss in Q1
JAG ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
JC PENNEY: Moody's Says Rocky Strategic Turnaround Credit Neg.

JEFFERSON COUNTY, AL: To Have Committee, No New Taxes
JG WENTWORTH: Sued For Deceptive Trade Practices
JSG HOSPITALITY: Voluntary Chapter 11 Case Summary
KIWIBOX.COM INC: Delays Form 10-Q for First Quarter
KRONOS WORLDWIDE: Fitch Rates New $600 Million Term Loan 'BB'

LIGHTSQUARED INC: Hiring Milbank as Bankruptcy Attorneys
LIGHTSQUARED INC: Can Hire Kurtzman Carson as Claims Agent
LIGHTSQUARED INC: Schedules Filing Deadline Extended to June 27
LIGHTSQUARED INC: To Hold Initial Case Conference on June 11
MARIANA RETIREMENT FUND: CNMI Also Wants Court to Dismiss Case

MBI ENERGY: Moody's Issues Correction to April 17 Rating Release
MEDIA GENERAL: Sells Newspapers, Except Tampa Assets, to Berkshire
MERCURY COS: Lawsuit Over Sale of Colorado Units Goes to Trial
MOHEGAN TRIBAL: Reports $14.6 Million Net Income in March 31 Qtr.
MOMENTIVE PERFORMANCE: Moody's Rates Senior Secured Notes 'B2'

MOUNTAIN PROVINCE: Incurs C$4.4 Million Net Loss in First Quarter
MPG OFFICE: Caspian Holds 9.2% of Series A Preferred Stock
MUNICIPAL MORTGAGE: Incurs $8.8-Mil. Net Loss in First Quarter
NADYA SULEMAN: Incomplete Documents Cue Judge to Reject Case
NB&J LLC: Case Summary & 6 Largest Unsecured Creditors

NEWLAND INT'L: Fitch Cuts Rating on $220-Mil. Sr. Notes to 'Dsf'
NORD RESOURCES: Incurs $2.5 Million Net Loss in First Quarter
NORMAN REGIONAL: Moody's Upgrades Long-Term Bond Rating From Ba1
NORTHCORE TECHNOLOGIES: Annual Meeting Scheduled for June 6
NORTHERN CALIFORNIA BANCORP: Delays Form 10-Q for First Quarter

OMNICOMM SYSTEMS: Reports $3.8 Million Revenue in First Quarter
OVERLAND STORAGE: Incurs $3.8 Million Net Loss in March 31 Qtr.
PACIFIC MONARCH: Case Status Conference Continued Until July 19
PACIFIC MONARCH: Cash Collateral Access Extended Until May 22
PATRIOT NATIONAL: Swings to $546,000 Net Income in 1st Quarter

PETROLEOS DE VENEZUELA: Fitch to Rate $3BB Issuance at 'B+/RR4'
PGI INCORPORATED: Incurs $1.5 Million Net Loss in First Quarter
PHI GROUP: Delays March 31 Form 10-Q for Review
PILSEN LOFTS: Case Summary & 20 Largest Unsecured Creditors
PINNACLE AIRLINE: Steelworkers Deal Deadline Extended to July 13

PINNACLE AIRLINES: Wins Final OK of $74.3-Mil. DIP Financing
PLY GEM HOLDINGS: Incurs $25.6 Million Net Loss in 1st Quarter
PRAYOSHA INVESTMENTS: Case Summary & 19 Largest Unsec. Creditors
PRINCE SPORTS: Asian Creditors Named to Committee
PROTECTIVE LIFE: Fitch Puts Rating on Subordinated Debt at 'BB+'

REDDY ICE: Creditors Committee Taps BDO USA as Financial Advisors
REDDY ICE: Wants Until May 31 to File Schedules and Liabilities
REDDY ICE: Balks at Equity Holders Committee Appointment
REDDY ICE: Shareholders Want More Details About Arctic Plan
REICHHOLD INDUSTRIES: Moody's Withdraws Ratings

RESIDENTIAL CAPITAL: Ally Pays $750MM to Avoid "Meritless" Claims
RESIDENTIAL CAPITAL: Final Hearing on Barclays DIP Loan June 12
RESIDENTIAL CAPITAL: Ally's $150MM Financing Has Interim Approval
RESIDENTIAL CAPITAL: Use of Citi Cash Collateral Has Interim Nod
RESIDENTIAL CAPITAL: Proposes AFI Shared Services Agreement

RESIDENTIAL CAPITAL: Amends List of 50 Largest Unsec. Creditors
RITE AID: Completes Add-On Offering of $421MM 9.25% Senior Notes
ROSETTA GENOMICS: Effects a 1-for-15 Reverse Stock Split
ROTECH HEALTHCARE: Incurs $17.2 Million Net Loss in Q1
ROTHSTEIN ROSENFELDT: Don King Suit Moved to District Court

ROOMSTORE INC: Duels With Creditors Over Bankruptcy Probe
RUBICON FINANCIAL: Reports $83,900 Net Income in First Quarter
SAAB CARS: To Sell U.S. Parts Inventory at May 29 Auction
SALLY HOLDINGS: Has $700 Million 5.75% Senior Notes Offering
SAN JOAQUIN TRANS: Fitch Affirms 'BB' Rating on Outstanding Bonds

SB PARTNERS: Delays Q1 Form 10-Q to Review Omaha Financials
SBD AIRPORT: SBIA Chief Insists Right to Cancel Fuel Access
SEARS HOLDINGS: To Pursue Partial Spin-Off of Sears Canada
SIMON WORLDWIDE: Incurs $464,000 Net Loss in First Quarter
SMART-TEK SOLUTIONS: Incurs $8.1MM Comprehensive Loss in 2011

SMART-TEK SOLUTIONS: Delays Form 10-Q for First Quarter
SP NEWSPRINT: Lease for Polk County Recycling Operations Approved
SP NEWSPRINT: Panel's Investigation Period Extended Until June 13
SP NEWSPRINT: R.L. Reimers Wins Lift Stay to Commence Proceedings
SPECIALTY PRODUCTS: Asbestos Creditors Float Ch. 11 Plan

SPEEDEMISSIONS INC: Incurs $117,000 Net Loss in First Quarter
STRATEGIC AMERICAN: Provides Operational Update for Galveston Bay
STUDEBAKER'S URBANA: Case Summary & 20 Largest Unsecured Creditors
SWORDFISH FINANCIAL: Delays Form 10-Q for First Quarter
TALON INTERNATIONAL: Incurs $206,000 Net Loss in First Quarter

TALON INTERNATIONAL: Morris Weiss Named to Board of Directors
TELECONNECT INC: Incurs $810,000 Net Loss in March 31 Quarter
THERMOENERGY CORP: Incurs $17.4 Million Net Loss in 2011
TIME SERVICE: Voluntary Chapter 11 Case Summary
TN-K ENERGY: Reports $3.1 Million Net Income in First Quarter

TPF GENERATION: Moody's Upgrades Rating on 2nd Lien Loan to 'B2'
TRAFFIC CONTROL: Auction to Take Place on July 25
TRAVELPORT HOLDINGS: Has $175-Mil. Credit Pact with Credit Suisse
TREASURES FURNITURE: Owes $2.1 Million to Creditors
TRITON AVIATION: Credit Risk Cues Fitch to Affirm All Ratings

UNIVERSAL SOLAR: Incurs $439,000 Net Loss in First Quarter
USG CORP: Three Directors Elected at Annual Meeting
VELO HOLDINGS: Seeks to Sell New Equity at July Auction
VELO HOLDINGS: Rejects Marketing Deal with Travelocity.com
VELO HOLDINGS: Wants to Hire Q Advisors LLC as Investment Banker

VELO HOLDINGS: Proposes Key Employee Incentive Plan
VERENIUM CORP: Reports $30.1 Million Net Income in 1st Quarter
VHGI HOLDINGS: Delays Form 10-Q for First Quarter
VIASPACE INC: Incurs $668,000 Net Loss in First Quarter
VITESSE SEMICONDUCTOR: S. Jarvis Appointed to Board of Directors

WARNER MUSIC: Incurs $34 Million Net Loss in First Quarter
WESTERN MOHEGAN: Tribe Wants Bankruptcy Moved to District Court
WHITEHALL AVENUE: Case Summary & 34 Largest Unsecured Creditors
ZOGENIX INC: Incurs $10.3 Million Net Loss in First Quarter
ZOO ENTERTAINMENT: Delays Form 10-Q for First Quarter

* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix

                            *********

13 PARTNERSHIP: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 13 Partnership
        1600 Naud Street
        Los Angeles, CA 90012

Bankruptcy Case No.: 12-26852

Chapter 11 Petition Date: May 14, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Rachel S Ruttenberg, Esq.
                  LAW OFFICES OF MARK E GOODFRIEND
                  16255 Ventura Blvd., Suite 205
                  Encino, CA 91436
                  Tel: (818) 783-8866
                  Fax: (818) 783-5445
                  E-mail: rruttenberg@gmail.com

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

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

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-26852.pdf

The petition was signed by Manes Wiezel, general partner.


1ST FINANCIAL: Reports $584,000 Net Income in First Quarter
-----------------------------------------------------------
1st Financial Services Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $584,000 on $6.54 million of total
interest income for the three months ended March 31, 2012,
compared with net income of $602,000 on $7.12 of total interest
income for the same period during the prior year.

The Company reported a net loss of $20.5 million on net interest
income of $20.5 million for 2011, compared with a net loss of
$5.3 million on interest income of $20.4 million for 2010.

The Company's balance sheet at March 31, 2012, showed $700.18
million in total assets, $681.56 million in total liabilities and
$18.61 million in total stockholders' equity.

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

                        http://is.gd/j9U3g0

                        About 1st Financial

Hendersonville, North Carolina-based 1st Financial Services
Corporation is the bank holding company for Mountain 1st Bank &
Trust Company (the Bank).  1st Financial has essentially no other
assets or liabilities other than its investment in the Bank.  1st
Financial's business activity consists of directing the activities
of the Bank.  The Bank has a wholly owned subsidiary, Clear Focus
Holdings LLC.

The Bank was incorporated under the laws of the state of North
Carolina on April 30, 2004, and opened for business on May 14,
2004, as a North Carolina chartered commercial bank.  At Dec. 31,
2011, the Bank was engaged in general commercial banking primarily
in nine western North Carolina counties: Buncombe, Catawba,
Cleveland, Haywood, Henderson, McDowell, Polk, Rutherford, and
Transylvania.  The Bank operates under the banking laws of North
Carolina and the rules and regulations of the Federal Deposit
Insurance Corporation (the FDIC).

As a North Carolina bank, the Bank is subject to examination and
regulation by the FDIC and the North Carolina Commissioner of
Banks (the Commissioner).  The Bank is further subject to certain
regulations of the Federal Reserve governing reserve requirements
to be maintained against deposits and other matters.  The business
and regulation of the Bank are also subject to legislative changes
from time to time.

The Bank's primary market area is southwestern North Carolina.
Its main office and Hendersonville South office are located in
Hendersonville, North Carolina.  At Dec. 31, 2011, the Bank also
had full service branch offices in Asheville, Brevard, Columbus,
Etowah, Forest City, Fletcher, Hickory, Marion, Shelby, and
Waynesville, North Carolina.  The Bank's loans and deposits are
primarily generated from within its local market area.

For 2011, Elliott Davis PLLC, in Greenville, South Carolina,
expressed substantial doubt about 1st Financial Services' ability
to continue as a going concern.  The independent auditors noted
that the Company has suffered recurring losses that have eroded
regulatory capital ratios, and the Company's wholly owned
subsidiary, Mountain First Bank & Trust Company, is under a
regulatory Consent Order with the Federal Deposit Insurance
Corporation and the North Carolina Commissioner of Banks that
requires, among other provisions, capital ratios to be maintained
at certain heightened levels.  "In addition, the Company is under
a Written Agreement with the Federal Reserve Bank of Richmond that
requires, among other provisions, the submission and
implementation of a capital plan to improve the Company and the
Bank's capital levels.  As of Dec. 31, 2011, both the Bank and the
Company are considered "significantly undercapitalized" based on
their respective regulatory capital levels."


258 NEST: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------
Debtor: The 258 Nest
        2455 E. Speedway #101
        Tucson, AZ 85719

Bankruptcy Case No.: 12-10610

Chapter 11 Petition Date: May 14, 2012

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Scott D. Gibson, Esq,
                  THOMPSON KRONE GIBSON
                  6303 E. Tanque Verde Road, Suite 210
                  Tucson, AZ 85715
                  Tel: (520) 884-9694
                  Fax: (520) 323-4613
                  E-mail: sdgecf@lawtkg.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

A copy of the Company's list of its eight largest unsecured
creditors is available for free at
http://bankrupt.com/misc/azb12-10610.pdf

The petition was signed by Gregory Moore, president of Gregory
Moore Real Estate Company, Inc., general partner.


30DC INC: Delays Form 10-Q for March 31 Quarter
-----------------------------------------------
30DC, Inc., was unable, without unreasonable effort and expense,
to prepare its accounting records and schedules in sufficient time
to allow its accountants to complete their review of the Company's
financial statements for the period ended March 31, 2012, before
the required filing date.  The Company intends to file the subject
Quarterly Report on Form 10-Q on or before the fifth calendar day
following the prescribed due date.

                           About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

The Company reported a net loss of $1.44 million for the fiscal
year ended June 30, 2011, following a net loss of $1.06 million in
fiscal 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.77 million
in total assets, $2.08 million in total liabilities and a $315,408
total stockholders' deficiency.

As of Dec. 31, 2011, the Company has a working  capital  deficit
of approximately $1,873,000 and has accumulated losses of
approximately $3,050,100 since its inception.  The  Company's
ability to continue as a going concern is dependent upon its
ability of the Company to obtain the necessary financing to meet
its obligations and pay its liabilities arising from normal
business operations when they come due and upon  attaining
profitable  operations.  The Company does not have sufficient
capital to meet its needs and continues to seek loans or equity
placements to cover those cash needs.  No commitments to provide
additional funds have been made and there can be no assurance that
any additional funds will be available to cover expenses as they
may be incurred.  If the Company is unable to raise additional
capital or encounters unforeseen circumstances, it may be
required to take additional measures to conserve liquidity, which
could include, but not necessarily be limited to, issuance of
additional shares of the Company's stock to settle operating
liabilities which would dilute existing shareholders, curtailing
its operations, suspending the pursuit of its business plan and
controlling overhead expenses.  The Company cannot provide any
assurance that new financing will be available to it on
commercially acceptable terms, if at all.  These conditions raise
substantial doubt about the Company's ability to continue as a
going  concern.

As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York,
expressed substantial doubt about 30DC's ability to continue as a
going concern, following the Company's results for the fiscal year
ended June 30, 2011.  The independent auditors noted that the
Company has had recurring losses, and has a working capital and
stockholders' deficiency as of June 30, 2011.


4TH STREET EAST: Lender Wins Relief From Bankruptcy Stay
--------------------------------------------------------
Bankruptcy Judge Neil W. Bason issued a "tentative ruling" this
week granting Coastline RE Holdings Corp. relief from the
automatic stay in the Chapter 11 case of 4th Street East
Investors, Inc.

Coastline alleges "bad faith" by the Debtor and argues that this
is sufficient cause for relief from the automatic stay and for
conversion of the case to Chapter 7.  Coastline also alleges that
relief is warranted because the case is essentially a "two-party
dispute."  Coastline also contends the Debtor cannot confirm a
plan of reorganization and that creditors would be better served
if the funds used for the Debtor's attorneys were paid directly to
those creditors.  Coastline also argues that the Debtor or its
principals have violated fiduciary duties by favoring insiders.

The Debtor attributed its financial troubles to "the general
deterioration of the market over the past several years [that]
caused several vacancies in storage units" which created "some
cash flow problems," as well as the balloon payment on Coastline's
promissory note which came due Nov. 1, 2011.

According to Judge Bason, Coastline has not shown bad faith by the
Debtor or established other cause for relief from the stay or for
conversion to Chapter 7.  But Coastline has shown that the Debtor
lacks equity in the Property and has not shown "a reasonable
possibility" that it can cram down a plan and accomplish "a
successful reorganization within a reasonable time."  Therefore,
relief from the automatic stay is appropriate, the judge said.

Judge Bason held that Coastline is correct that this is
essentially a two-party dispute: apart from Coastline's deficiency
claim and the claims of the Debtor's insiders, all other general
unsecured claims amount to less than $9,000.  It is also true
that, although the Debtor alleges substantial insider claims,
insider votes cannot be counted for purposes of "cramdown" under
11 U.S.C. Sec. 1129(a)(10) and (b).

A copy of Judge Bason's May 15, 2012 ruling is available at
http://is.gd/GnnizOfrom Leagle.com.

4th Street East Investors, Inc., owns and operates a storage
facility consisting of 5 buildings with 240 rentable storage
units, an office, and a residence for an on-site manager.  4th
Street filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case
No. 12-17951) on March 5, 2012, listing $1.02 million in assets
and $1.47 million in liabilities.  Judge Neil W. Bason oversees
the case. Craig G. Margulies, Esq., at The Margulies Law Firm,
APLC, serves as the Debtor's counsel.  The petition was signed by
Kim Holmes, president.


785 PARTNERS: F Reorganization Plan Wins Confirmation
-----------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York confirmed 785 Partners LLC's Fifth
Amended Plan of Reorganization dated as of May 9, 2012.

According to the Plan, the funds utilized to make cash payments
under the Plan will be generated from, among other things, the
disposition of the BPA Down Payment Escrow and other escrows.
Moreover, Time Square and First Manhattan will pay administrative
expense claims in full in cash, and allowed general unsecured
Claims will be paid in full in cash. Old membership interests will
be canceled and extinguished.  8 Avenue will receive 63.75% of the
new membership interests, Tower will receive 1.00%, and Esplanade
will receive 0.25%.

On Dec. 14, 2011, the Bankruptcy Court approved the adequacy of
the Second Amended Disclosure Statement for the Third Amended Plan
of Reorganization filed in the Chapter 11 case of 785 Partners.

A full-text copy of the Fifth Amended Plan is available for free
at http://bankrupt.com/misc/785Partners_Blacklined5THPlan.pdf

                        About 785 Partners

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

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

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

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

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

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

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


9362 JOINT: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 9362 Joint Venture, LLC
        3950 North Lowell Avenue
        Chicago, IL 60641

Bankruptcy Case No.: 12-19819

Chapter 11 Petition Date: May 15, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Ethan Ostrow, Esq.
                  BROWN, UDELL, POMERANTZ & DELRAHIM, LTD.
                  1332 North Halsted Street, Suite 100
                  Chicago, IL 60642
                  Tel: (312) 475-9900
                  Fax: (312) 475-1188
                  E-mail: eostrow@bupdlaw.com

Estimated Assets: $100,001 to $500,000

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

A copy of the company's list of its seven largest unsecured
creditors is available for free at
http://bankrupt.com/misc/ilnb12-19819.pdf

The petition was signed by Paul Leongas, manager.


ACCESS PHARMACEUTICALS: Incurs $4.9 Million Net Loss in Q1
----------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $4.89 million on $1.85 million of total revenues for
the three months ended March 31, 2012, compared with a net loss of
$1.89 million on $150,000 of total revenues for the same period
during the prior year.

The Company reported a net loss of $2.53 million in 2011, compared
with a net loss of $7.53 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$3.19 million in total assets, $23.35 million in total liabilities
and a $20.16 million total stockholders' deficit.

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

                        http://is.gd/p90MhU

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.

After auditing the 2011 results, Whitley Penn LLP, in Dallas
Texas, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has had recurring losses from operations, negative
cash flows from operating activities and has an accumulated
deficit.


ADAMAR OF NEW JERSEY: Tort Suit Dismissed Over Plaintiff's No-Show
------------------------------------------------------------------
District Judge Kiyo A. Matsumoto dismissed with prejudice a 2006
lawsuit, FLOROS EFSTRATIOU and TRACEY EFSTRATIOU, Plaintiffs, v.
ADAMAR OF NEW JERSEY, INC. d/b/a TROPICANA CASINO & HOTEL RESORT,
Defendant, No. 06-CV-764(E.D.N.Y), for plaintiffs' failure to
prosecute and to follow court orders.  The complaint, filed Feb.
22, 2006, alleges state law tort claims against Adamar of New
Jersey, Inc.   A copy of the District Court's May 14, 2012
Memorandum and Order is available at http://is.gd/Kokwf8from
Leagle.com.

By letter dated Dec. 9, 2011, counsel for the Debtor advised the
District Court that the bankruptcy proceedings had concluded with
the complete liquidation of the Debtor, leaving no assets
remaining to satisfy any judgment that the plaintiffs may seek in
the action.  In response to inquiries from the plaintiffs
regarding insurance coverage that may be available to satisfy a
judgment, the Debtor's counsel advised the plaintiffs that the
Debtor was self-insured for the first $1 million of any liability,
and provided a declarations page from the insurance policy in
place for the period when the plaintiffs' alleged injury occurred.

Magistrate Judge Viktor V. Pohorelsky directed the plaintiffs'
counsel to advise the Court by March 1, 2012, whether information
provided by the Debtor's counsel was sufficient.  The plaintiffs'
counsel failed to do so.  On April 6, 2012, Magistrate Judge
Pohorelsky issued a Report and Recommendation recommending that
the court dismiss plaintiffs' claims against the Debtor.

Notice of the Report and Recommendation was sent electronically to
the parties appearing on the docket via the court's electronic
filing system on April 6, 2012.  Any objections to the Report and
Recommendation were to be filed within 14 days of receipt of the
report.  No objections were filed and the filing deadline has
expired.

On April 23, 2012, the District Court directed the plaintiffs to
show cause by April 30 (i) why the Report and Recommendation
recommending dismissal should not be adopted; and (ii) why the
case should not be dismissed.  The plaintiffs did not respond in
writing to the Order to Show Cause by the April 30 deadline.

                   About Tropicana Entertainment

Las Vegas, Nevada-based Tropicana Entertainment Inc., along with
its affiliates, owns or operates nine casinos and resorts in
Indiana, Louisiana, Mississippi, Nevada and New Jersey.  The
Company owns a development property in Aruba.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection (Bankr. D. Del. Case No. 08-10856) on May 5,
2008.  Kirkland & Ellis LLP and Richards Layton & Finger,
represent the Debtors in their restructuring efforts.  Lazard Ltd.
served as financial advisor and Kurtzman Carson Consultants LLC
served as notice, claims, and balloting agent.  Epiq Bankruptcy
Solutions LLC served as the Debtors' Web site administration
agent.  AlixPartners LLP served as the Debtors' restructuring
advisor.  Stroock & Stroock & Lavan LLP and Morris Nichols Arsht &
Tunnell LLP represented the Official Committee of Unsecured
Creditors.  Capstone Advisory Group LLC served as financial
advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana
obtained confirmation of a reorganization plan in May 2009.

Effective March 31, 2010, Tropicana emerged from the Chapter 11
reorganization process as an Carl Icahn-owned entity.

A group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, obtained approval of a
separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors,
designated as the New Jersey Debtors -- Adamar of New Jersey,
Inc., and its affiliate, Manchester Mall, Inc. -- filed for
Chapter 11 protection (Bankr. D. N.J. Lead Case No. 09-20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of investors-led by Carl Icahn.  Judge Judith H. Wizmur
presides over the New Jersey cases.  Manchester Mall was a wholly
owned subsidiary of Adamar that owns and operates certain real
property utilized in the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represented
the New Jersey Debtors.  Kurtzman Carson Consultants LLC served as
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Adamar of New Jersey and Manchester Mall later merged into Adamar
of NJ In Liquidation LLC.  The merger and name change was in
accordance with an Amended and Restated Purchase Agreement, which
governs the sale and transfer of the operations of the Tropicana
Casino and Resort - Atlantic City, including substantially all of
the New Jersey Debtors' assets, to Tropicana Entertainment Inc.,
Tropicana Atlantic City Corp., and Tropicana AC Sub Corp., free
and clear of any and all liens, claims and encumbrances.


ADINO ENERGY: Delays First Quarter Form 10-Q for Review
-------------------------------------------------------
Adino Energy Corporation informed the U.S. Securities and Exchange
Commission that it will be late in filing its quarterly report on
Form 10-Q for the period ended March 31, 2012.  The Company said
it is completing its review of various transactions made in the
fiscal quarter, and this review could not be completed without
unreasonable effort or expense by the filing date.

                         About Adino Energy

Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.

The Company reported a net loss of $1.31 million on $277,917 of
total revenues in 2011, compared with a net loss of $277,802 on
$58,107 of total revenues in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $4.37 million
in total assets, $7.09 million in total liabilities and a $2.71
million total shareholders' deficit.

In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations and maintains a working capital deficit.


ADVANCE PRESORT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Advance Presort Service, Inc.
        4258 N. Knox Ave.
        Chicago, IL 60641-1903

Bankruptcy Case No.: 12-19621

Chapter 11 Petition Date: May 14, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtor's Counsel: Scott R. Clar, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S Lasalle, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114
                  E-mail: sclar@craneheyman.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/ilnb12-19621.pdf

The petition was signed by Dennis MacHarg, president.


ADVANCED MEDICAL: Incurs $1.1 Million Net Loss in First Quarter
---------------------------------------------------------------
Advanced Medical Isotope Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.15 million on $48,584 of revenue
for the three months ended March 31, 2012, compared with a net
loss of $753,267 on $150,557 of revenue for the same period during
the prior year.

The Company reported a net loss of $2.7 million for 2011, compared
with a net loss of $4.1 million for 2010.

The Company's balance sheet at March 31, 2012, showed $969,233 in
total assets, $6.43 million in total liabilities and a $5.46
million total stockholders' deficit.

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

                       http://is.gd/cbtfam

                      About Advanced Medical

Kennewick, Washington-based Advanced Medical Isotope Corporation
is engaged in the production and distribution of medical isotopes
and medical isotope technologies.  Medical isotopes are used in
molecular imaging, therapy, and nuclear medicine to diagnose,
manage and treat diseases.

After auditing the financial statements for the year ended Dec.
31, 2011, HJ & Associates, LLC, in Salt Lake City, Utah, expressed
substantial doubt about Advanced Medical Isotope's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses, used significant cash
in support of its operating activities and, based upon current
operating levels, requires additional capital or significant
restructuring to sustain its operation for the foreseeable future.


AEOLUS PHARMACEUTICALS: Reports $2.7MM Income in March 31 Qtr.
--------------------------------------------------------------
Aeolus Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $2.76 million on $2.23 million of contract revenue
for the three months ended March 31, 2012, compared with net
income of $3.77 million on $785,000 of contract revenue for the
same period during the prior year.

The Company reported net income of $5.74 million on $4.44 million
of contract revenue for the six months ended March 31, 2012,
compared with a net loss of $3.84 million on $785,000 of contract
revenue for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed
$3.11 million in total assets, $19.76 million in total
liabilities, and a $16.65 million total stockholders' deficit.

                           Going Concern

The Company has incurred significant losses since its inception.
At March 31, 2012, the Company's accumulated deficit was
$176,672,000.  This raises substantial doubt about the Comany's
ability to continue as a going concern, which will be dependent on
the Company's ability to generate sufficient cash flows to meet
the Company's obligations on a timely basis, obtain additional
financing and, ultimately, achieve operating profits through
product sales or Biomedical Advanced Research and Development
Authority procurements.

The Company intends to explore strategic and financial
alternatives, which may include a merger or acquisition with or by
another company, the sale of shares of stock or convertible
debentures, the establishment of new collaborations for current
research programs that include initial cash payments and on-going
research support and the out-licensing of our compounds for
development by a third party.  The Company believes that without
additional investment capital it will not have sufficient cash to
fund its activities in the near future, and will not be able to
continue operating.  As such, the Company's continuation as a
going concern is dependent upon its ability to raise additional
financing.  If the Company is unable to obtain additional
financing to fund operations, it will need to eliminate some or
all of its activities, merge with another company, sell some or
all of its assets to another company, or cease operations
entirely.  There can be no assurance that the Company will be able
to obtain additional financing on acceptable terms or at all, or
that the Company will be able to merge with another Company or
sell any or all of its assets.

Haskell & White LLP, in Irvine, Calif., expressed substantial
doubt about the Company's ability to continue as a going concern
following the fiscal 2011 financial results.  The independent
auditors noted that the Company has suffered recurring losses,
negative cash flows from operations and management believes the
Company does not currently possess sufficient working capital to
fund its operations past the second quarter of fiscal 2012.

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

                        http://is.gd/G7XDnq

                    About Aeolus Pharmaceuticals

Based in Mission Viejo, California, Aeolus Pharmaceuticals Inc.
(OTC BB: AOLS) -- http://www.aeoluspharma.com/-- is developing a
variety of therapeutic agents based on its proprietary small
molecule catalytic antioxidants, with AEOL 10150 being the first
to enter human clinical evaluation.  AEOL 10150 is a patented,
small molecule catalytic antioxidant that mimics and thereby
amplifies the body's natural enzymatic systems for eliminating
reactive oxygen species, or free radicals.  Studies funded by the
National Institutes for Health are currently underway evaluating
AEOL 10150 as a treatment for exposure to radiation, sulfur
mustard gas and chlorine gas.  A second compound, AEOL 11207, has
demonstrated efficacy in animal models of Parkinson's disease and
is currently being evaluated as a potential treatment for
epilepsy.


AETERNA ZENTARIS: Gets NASDAQ Notification on Low Bid Price
-----------------------------------------------------------
Aeterna Zentaris Inc. has received a notice from The NASDAQ Stock
Market indicating that the Company's minimum bid price has fallen
below $1.00 for 30 consecutive business days, and, therefore, was
not in compliance with NASDAQ Marketplace Rule5450(a)(1).  The
Company has been provided 180 calendar days, or until Nov. 12,
2012, to regain compliance with the minimum bid price requirement.
To regain compliance, the closing bid price of the Company's
common stock must be at least$1.00per share for a minimum of 10
consecutive business days.  This notice does not impact the
Company's listing on The NASDAQ Global Market at this time.

If the Company does not regain compliance within the initial 180-
day period, but otherwise meets the continued listing requirement
for market value of publicly held shares and all other initial
listing standards for The NASDAQ Capital Market, except for the
bid price requirement, and the Company provides NASDAQ with notice
of its intention to cure the bid price deficiency, the NASDAQ
rules may permit the Company to transfer to The NASDAQ Capital
Market, which would give the Company an additional 180 calendar
days to regain compliance.  If the Company is not eligible for an
additional compliance period, NASDAQ will notify the Company that
its securities are subject to delisting.  At that time, the
Company may appeal this determination to delist its securities to
a Listing Qualifications Panel.

The Company intends to monitor the bid price for its securities
between now and Nov. 12, 2012 and will consider all available
options to resolve the deficiency and regain compliance with the
minimum bid price requirement.

                     About Aeterna Zentaris

Aeterna Zentaris Inc. -- http://www.aezsinc.com/-- is an oncology
and endocrinology drug development company currently investigating
treatments for various unmet medical needs.  The Company's
pipeline encompasses compounds at all stages of development, from
drug discovery through to marketed products.


AFA INVESTMENTS: Faces Class Suit Over WARN Act Violations
----------------------------------------------------------
Huffington Post reports that Nadia Sanchez has filed a class
action lawsuit in the bankruptcy court in Delaware, asserting that
she and 200 co-workers were abruptly laid off early last month
when AFA decided to shutter a plant in Southern California amidst
an Internet backlash to its controversial beef-trimmings product.

According to the report, the lawsuit says the workers weren't
given the 60-days advance notice required under the federal Worker
Adjustment and Retraining Notification (WARN) Act and California
labor law.  Ms. Sanchez's lawyer, Rene S. Roupinian of New York,
told HuffPost that the low-wage meatpacking workers weren't given
any written warning of the impending layoffs.  Of the roughly one
dozen AFA workers to whom Mr. Roupinian and her colleagues have
talked, she said, most appeared to be from Mexico, like Ms.
Sanchez, and worked on the floor of the meatpacking plant.

The report relates Mr. Roupinian said the workers earned an
average of about $8.25 an hour, for an annual salary of roughly
$17,000.  They worked in a plant just south of downtown Los
Angeles, where the mandated living wage for workers on city
contracts is $10.42 an hour.

                         About AFA Foods

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

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

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

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

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

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


AGY HOLDING: Incurs $8.4 Million Net Loss in First Quarter
----------------------------------------------------------
AGY Holding Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $8.40 million on $47.05 million of net sales for the three
months ended March 31, 2012, compared with a net loss of $7.06
million on $44.93 million of net sales for the same period during
the prior year.

The Company's balance sheet at March 31, 2012, showed $232.85
million in total assets, $280.34 million in total liabilities and
a $47.49 million total shareholders' deficit.

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

                        http://is.gd/E73unm

                         About AGY Holding

AGY Holding Corp. -- http://www.agy.com/-- produces fiberglass
yarns and high-strength fiberglass reinforcements used in
composites applications.  AGY serves a range of markets including
aerospace, defense, electronics, construction and industrial.
Headquartered in Aiken, South Carolina, AGY has a European office
in Lyon, France and manufacturing facilities in the U.S. in Aiken,
South Carolina and Huntingdon, Pennsylvania and a controlling
interest in a manufacturing facility in Shanghai, China.

AGY Holding reported a net loss of $66.76 million in 2011, a net
loss of $14.57 million in 2010, and a net loss of $93.51 million
in 2009.

                           *     *     *

As reported by the TCR on Nov. 23, 2011, Moody's Investors Service
lowered AGY Holding Corporation's (AGY) Corporate Family Rating
(CFR) to Caa2 from B3, reflecting the decline in the company's
liquidity and weak operating performance.

In the Dec. 5, 2011, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aiken, S.C.-based
AGY Holding Corp. (AGY) to 'CCC-' from 'CCC+'.

"Our rating action reflects our view that AGY's credit quality has
deteriorated due to ongoing weakness in its operating performance,
a decline in liquidity, and the potential for insufficient
liquidity to meet interest payments in 2012.  As of Sept. 30,
2011, the company reported total liquidity of $17 million
including $16.2 million of availability under its unrated
revolving credit facility. AGY reported that it expected liquidity
to decline to levels of around $12.4 million in November following
the payment of nearly $10 million in semiannual interest on its
notes.  It also expects effective availability to be lower than
the reported figures, because the company is also subject to a
fixed-charge coverage ratio covenant if availability under its
revolving credit facility declines to below $6.25 million. We do
not expect to be in compliance if the covenant becomes applicable.
Current liquidity levels have declined from our expectations of a
minimum liquidity of $20 million at the previous rating. Key
credit risks, in our view, are liquidity insufficient to meet
requirements (including approximately $20 million in future
interest payments in 2012). An additional risk is potential
liquidity requirements possibly arising from the put option
available with the seller of AGY Hong Kong Ltd. for the remaining
30% of the company not yet purchased by AGY.  The put option can
be exercised through Dec. 31, 2013.  AGY reports a fair value of
about $0.23 million for the remaining 30% of the AGY Hong Kong
Ltd. as of Sept. 30, 2011 -- a decline from an initial estimated
value of about $12 million in 2009. AGY Hong Kong also has about
$10.5 million of debt, which the company reports it is trying to
extend, and approximately $11.5 million in annually renewable
working capital facilities due in 2012 (debt at AGY Hong Kong is
nonrecourse to AGY)," S&P said.


AHERN RENTALS: Committee Now OKs Terms of Settlement Conferences
----------------------------------------------------------------
BankruptcyData.com reports that Ahern Rentals' official committee
of unsecured creditors filed with the U.S. Bankruptcy Court a
response to the Debtors amended motion for an order, pursuant to
Section 105(A) of the Bankruptcy Code and Local Rule 9019,
requiring each personal injury claimant to attend and participate
in a settlement conference as a condition precedent to relief from
the automatic stay.

The response states, "The Committee has no objection to the relief
requested by the Amended Motion because the Amended Motion
addresses the primary concerns raised by the Committee and the
Court to the Debtor's previous motion to approve alternative
dispute resolution procedures."

                         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.


ALLIED NEVADA: Moody's Gives 'B3' CFR; 'B3' C$400MM Notes Rating
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Allied
Nevada Gold Corp., including a B3 Corporate Family Rating, B3
Probability of Default Rating, and SGL-3 Speculative Grade
Liquidity Rating. Moody's also assigned a B3 foreign currency
rating to the company's C$400 million 8.75% senior unsecured notes
due May 2019 ("2019 Notes"). The rating outlook is stable.
Proceeds from the offering, along with cash flow and cash
balances, will be used to fund the expansion of the company's
Hycroft Mine in Nevada and for general corporate purposes.

The 2019 Notes will be offered and sold on a private placement
basis in the Canadian and US markets and have been underwritten by
Scotia Capital Inc. and GMP Securities L.P. The company has
simultaneously entered into a cross-currency interest rate swap
with Scotia Capital which guarantees an effective principal amount
of US$400.4 million at an effective annual interest rate of
8.375%. The 2019 Notes have not been, and will not be registered
under U.S. securities laws.

Ratings Rationale

Allied Nevada's B3 Corporate Family, Probability of Default and
Foreign Currency Ratings reflect the company's modest size and
limited geographic and product diversification. The company's
Hycroft Mine is expected to account for all of the company's gold
and silver production within the intermediate time horizon.
Consequently, operational difficulties at Hycroft could have a
significant impact on the company's financial position. The
ratings also reflect the company's exposure to metal price
volatility, operating and development cost pressures and
substantial investment requirements to grow and diversify the
company's production profile. However the ratings acknowledge the
current strength in gold and silver prices, which Moody's
anticipates will continue through 2012 and into 2013 and the
better level of cash flow that will be available to internally
support the strategic capital expenditures to grow the business.
Nonetheless, while Moody's recognizes the importance of these
investment requirements to Allied Nevada's future operations,
Moody's anticipates that the external funding levels required for
expansionary capital spending could pressure free cash flow,
particularly in a lower gold and silver price environment.

Notwithstanding Moody's view that at current prices of gold and
silver, Allied Nevada's margins will remain strong for its rating
category within the next 12 to 18 months, Moody's expects that
free cash flow will be negative considering the company's
substantial capital spending requirements and cost pressures.
Allied Nevada has forecasted capital expenditures of approximately
$1.2 billion over the next five years to expand Hycroft, including
increasing the mine's output, expanding leaching operations and
constructing a mill. Furthermore, cost inflation of key inputs
such as energy, materials and labor costs, as well as potentially
higher local and/or state government taxation could constrain cash
flow generation.

The Speculative Grade Liquidity rating of SGL-3 reflects Moody's
view that Allied Nevada will maintain adequate liquidity in the
next four quarters. Although Moody's expects that near-term free
cash flow will be negative due to high levels of capital
expenditures, Moody's also anticipates that following the proposed
transaction, pro forma cash balances will sufficiently supplement
working capital and CAPEX requirements. External liquidity sources
consist of a modest $30 million senior secured revolving credit
facility that expires on May 2014. The revolver is secured by
substantially all of the company's assets. Since the company is
expected to generate positive quarterly operating cash flow and
maintain sufficient cash balances, Moody's believes that the
revolver will remain undrawn over the next four quarters. The
company is required to satisfy financial maintenance covenants
(recently amended) under the credit facility, including a maximum
leverage ratio (net debt-to-EBITDA) of 3.0 times, minimum interest
coverage ratio of 3.0 times and minimum tangible net worth equal
to the sum of $392 million and 25% of positive net income. Moody's
anticipates that cushions, specifically under the interest
coverage covenant, will tighten for several quarters following the
transaction, but should eventually increase to sufficient levels
as the company generates earnings from higher gold and silver
production. In addition, since Hycroft constitutes substantially
all of the company's tangible assets, Moody's believes that these
assets do not represent a significant source of alternate
liquidity.

The B3 rating on Allied Nevada's senior unsecured notes reflects
their position in the capital structure and the absence of
material levels of secured debt, as the secured revolver is
currently of modest size. As a consequence, the rating for the
notes is at the same level as the corporate family rating. Moody's
notes that a material increase in the size of the committed credit
facility, among other factors, could have a negative impact on the
unsecured rating.

The stable outlook reflects Moody's view that the price
environment for gold will remain favorable in the intermediate
term and should drive strong margins and positive operating cash
flow for Allied Nevada. The outlook also reflects Moody's
expectation that Hycroft will remain to be the company's single
operating mine over the next several years, and account for all of
the company's revenue, earnings and cash flow. Furthermore, given
the company's substantial CAPEX requirements, Moody's expects that
free cash flow will continue to be negative during the foreseeable
time horizon.

Given Allied Nevada's product and geographic concentration,
dependence of its performance on a single mine, exposure to
volatile gold prices, inflationary pressures on operating and
development costs and substantial planned capital expenditures
resulting in negative free cash flow, an upward movement in the
rating is unlikely at this point. An upgrade or positive outlook
could be considered should the company successfully execute the
expansion of Hycroft, diversify its operations away from a single
mine and geography, and consistently generate positive free cash
flow.

Ratings could be downgraded if prices of gold and silver decline
sharply, if operations at Hycroft become challenged, and if input
costs escalate such that profit margins, debt protection metrics
and the company's liquidity position deteriorate significantly.
Quantitatively, metrics could be lowered if debt-to-EBITDA exceeds
4.5 times, EBIT-to-interest fell below 2.5 times and cash from
operations less dividends-to-debt were sustained below 10%.

The principal methodology used in rating Allied Nevada was the
Global Mining Industry Methodology published in May 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.

Allied Nevada Gold Corp. is a gold producer which operates the
Hycroft Mine in Nevada as its single operating mine. Hycroft is
currently an open pit, run-of-mine and crushed ore heap leach gold
mine that concurrently produces silver as a byproduct. In the last
12 months ending March 31, 2012, the company sold approximately
87,200 ounces of gold and 441,000 ounces of silver. Allied Nevada
is implementing an expansion of Hycroft's mining and processing
facilities, with a target of increasing annual production to
616,800 ounces of gold and 25.9 million ounces of silver from 2015
to 2024. The company also owns six exploration properties in
Nevada, including Hasbrouk, Mountain View, Three Springs, Wildcat,
Pony Creek/Elliot Dome and Maverick Springs, a 45% joint venture
with Silver Standard Resources Inc. Revenues for the last 12
months ending March 31, 2012 were approximately $159.3 million.


AMBAC ASSURANCE: AAC Receiver to Purchase $939MM in Surplus Notes
-----------------------------------------------------------------
Ambac Assurance Corporation has received approval from its
regulator, the Wisconsin Office of the Commissioner of Insurance,
and the Commissioner in his capacity as the Rehabilitator of the
Segregated Account of Ambac Assurance Corporation to exercise call
options to purchase approximately $939 million in aggregate par
amount of surplus notes issued by Ambac Assurance on June 7, 2010,
for an aggregate cash payment of approximately $278 million.  As
previously announced on May 10, 2012, Ambac Assurance's board of
directors approved the exercise of such surplus note call options.
The approvals of OCI and the Rehabilitator are conditioned upon
receipt of approval of the Circuit Court of the State of Wisconsin
in Dane County.  The Rehabilitator has submitted a motion to the
Rehabilitation Court seeking such approval.

The Rehabilitator also announced that he is seeking approval from
the Rehabilitation Court to make partial interim policy claim
payments to Segregated Account policyholders.  If the interim
payments are approved by the Rehabilitation Court, the Segregated
Account will, upon the direction of the Rehabilitator, begin
paying 25% of each permitted policy claim that has arisen since
the commencement of the rehabilitation proceedings for the
Segregated Account, and 25% of each policy claim submitted and
permitted in the future.  Ambac Assurance expects to begin making
such payments no sooner than the third quarter 2012.  As of
March 31, 2012, approximately $3.2 billion in Segregated Account
policy claims were outstanding.  Although the Plan of
Rehabilitation, confirmed by the Rehabilitation Court in January
2011, also contemplated payment of 25% of each policy claim in
cash and 75% in surplus notes, such Plan has not yet been put into
effect.  No decision has been announced with respect to
effectuating or amending such Plan or whether surplus notes will
be issued with respect to the remaining balance of unpaid claims.
The Rehabilitator has previously announced that more specific
information regarding the status of the Plan, including possible
modifications, will be provided as soon as appropriate.

Lastly, the Rehabilitator is also seeking Rehabilitation Court
approval of a settlement on terms set forth in an offer made to
the United States on behalf of the Internal Revenue Service with
respect to pending disputes over the tax treatment of credit
default swap contracts and related matters. The Offer was jointly
made by the Rehabilitator, OCI, Ambac Assurance, Ambac Financial
Group, Inc. and the Official Committee of Unsecured Creditors of
Ambac on Feb. 24, 2012.  The settlement contemplated by the Offer
will resolve all related litigation with the IRS, eliminating
uncertainty on several tax issues important to the rehabilitation,
and allow Ambac to satisfy one of the conditions required for the
consummation of Ambac's Fifth Amended Plan of Reorganization.

A hearing in the Rehabilitation Court relating to the motions
described herein (other than the last motion relating to the IRS
settlement) is scheduled for June 4, 2012.  A hearing in the
Rehabilitation Court relating to the motion concerning the IRS
settlement is scheduled for June 13, 2012.  The motions filed with
the Rehabilitation Court and supporting affidavits and exhibits
have been made available by the Rehabilitator.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: AAC Barred From Paying Interest on Surplus Notes
-----------------------------------------------------------------
Ambac Assurance Corporation disclosed that the Commissioner of
Insurance of the State of Wisconsin has disapproved the requests
of Ambac Assurance and the Special Deputy Commissioner of the
Segregated Account of Ambac Assurance, acting on behalf of the
Rehabilitator of the Segregated Account, to pay accrued interest
on all outstanding Surplus Notes issued by Ambac Assurance and the
Segregated Account on the scheduled interest payment date of
June 7, 2012.

                      About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL:: AAC Receiver Seeks to Begin Paying Policyholders
------------------------------------------------------------------
Stephanie Gleason at Dow Jones' Daily Bankruptcy Review reports
that the Wisconsin state official who's overseeing the
receivership of Ambac Assurance Corp., the one-time issuer of
municipal bonds, said Wednesday he's asking for court permission
to pay policyholders 25% in cash on claims from the segregated
Ambac account.

                       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 AIRLINES: Reports April 2012 Traffic Results
-----------------------------------------------------
AMR Corporation, the parent company of American Airlines Inc.,
reported April 2012 consolidated revenue and traffic results for
its principal subsidiary, American Airlines, Inc. and its wholly
owned subsidiary, AMR Eagle Holding Corporation.

April's consolidated passenger revenue per available seat mile
(PRASM) increased an estimated 11.6 percent compared to the prior
year period, driven by high load factors and a strong yield
environment.

The Company reported an April consolidated load factor of
82.9 percent, an increase of 2.5 points versus the same period
last year.  Consolidated traffic and capacity were lower by 0.2
percent and 3.2 percent year-over-year, respectively.

International traffic increased 1.8 percent relative to last year,
on 2.8 percent lower capacity, resulting in an international load
factor of 81.7 percent, an increase of 3.7 points versus April of
last year.

Domestic load factor was 84.8 percent, an increase of 1.6 points
year-over-year. Domestic capacity and traffic were 4.1 percent and
2.2 percent lower year-over-year, respectively.

A full-text copy of the April 2012 traffic result is accessible
for free at http://is.gd/UJ68Pt

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN APPAREL: Incurs $7.8 Million Net Loss in 1st Quarter
-------------------------------------------------------------
American Apparel, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $7.89 million on $132.66 million of net sales for the
three months ended March 31, 2012, compared with a net loss of
$20.74 million on $116.06 million of net sales for the same period
a year ago.

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

The Company's balance sheet at March 31, 2012, showed $331.38
million in total assets, $288.97 million in total liabilities and
$42.41 million in total stockholders' equity.

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

                        http://is.gd/hB75eU

                       About American Apparel

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

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

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


AMERICAN CAMPUS: Moody's Lifts Rating on $27.67MM Bonds From Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded the underlying rating on
approximately $27.67 million of outstanding American Campus
Properties Student Housing Financing, Ltd.'s Taxable Insured Bonds
(University Village Apartments at Prairie View A&M University, TX)
Series 1999 to Baa3 from Ba1. The outlook on the rating has been
revised to stable from positive. The bonds are insured by National
Public Finance Guarantee Corp.and carry an insured rating of Baa2
with a negative outlook based on the rating of the insurer.

Rating Rationale

The rating action is based on the project's history of strong
financial performance, healthy occupancy levels, and presence of
well-funded reserves. The stable outlook reflects Moody's
expectation that the project will continue to exhibit solid
performance consistent with the assigned rating.

The bonds are limited obligation of the issuer, American Campus
Student Housing Financing, Ltd., payable solely from project
revenues and Trustee-held funds, further secured by a lease-hold
mortgage on land, improvements, and equipment therein. The bond
insurance and debt service reserve surety policies for the bonds
are provided by National Public Finance Guarantee Corp. (rated
Baa2 negative), which insures timely payment of principal and
interest on the bonds.

Strengths:

-- Strong debt service coverage of 1.49x in 2011, an increase
over prior year's coverage of 1.39x.

-- High average occupancy of 98% in 2011

-- Presence of fully funded reserves

-- Manager has a successful track record and experience with
privatized student housing projects

-- Gross revenue pledge with bond principal and interest covered
before operating expenses

Challenges:

-- Absence of long-term legal commitment from the University

-- Stand-alone project financing, in which surplus cash flow is
released each year, rather than being retained in Trustee-held
funds for future benefit of the Project

Outlook

The outlook on the rating is stable based on Moody's expectation
that the Project will continue to exhibit strong performance
consistent with assigned rating. This will depend, in part, on the
Project's ability to achieve competitive rent increases while
maintaining strong occupancy rates.

WHAT COULD MAKE THE RATING GO UP?:

-- Sustained increase in physical occupancy levels

-- Increase in debt service coverage levels driven by strong rent
increases and improving operating ratios

WHAT COULD MAKE THE RATING GO DOWN?:

-- Decrease in occupancy levels

-- Decrease in debt service coverage below underwritten levels

-- A significant decline in headcount enrollment at the
University

-- An instance of tapping of debt service reserve funds in order
to make full debt service payment

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


AMERICAN CAMPUS: Moody's Lifts Rating on $19.55MM Bonds From Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded the underlying rating on
approximately $19.55 million of outstanding American Campus
Properties Student Housing Financing, Ltd. Taxable Insured Bonds
(University College Apartments at Prairie View A&M University, TX)
Series 2001 & Series 2003 to Baa3 from Ba1. The outlook on the
bonds has been changed to stable from positive. The bonds are
insured by National Public Finance Guarantee Corp.and carry an
insured rating of Baa2 with a negative outlook based on the rating
of the insurer.

Rating Rationale

The rating action is supported by the project's history of strong
financial performance, healthy occupancy levels, and presence of
well-funded reserves. The stable outlook reflects Moody's
expectation that the project will continue to exhibit solid
performance consistent with the assigned rating.

The bonds are limited obligation of the issuer, American Campus
Student Housing Financing, Ltd., payable solely from project
revenues and Trustee-held funds, further secured by a lease-hold
mortgage on land, improvements, and equipment therein. The bond
insurance and debt service reserve surety policies for the bonds
are provided by National Public Finance Guarantee Corp. (rated
Baa2 negative), which insures timely payment of principal and
interest on the bonds.

Strengths:

-- Strong debt service coverage of 1.53x in 2011

-- Satisfactory average occupancy of 96.6% in 2011

-- Presence of fully funded reserves

-- Benefits from University's freshmen housing requirement

-- Experienced management with successful track record

-- Gross revenue pledge with bond fund being funded before
operating expenses

Challenges:

-- Moderately declining freshmen enrollment in 2011

-- Absence of long-term legal commitment from the University

-- Stand-alone project financing, in which surplus cash flow is
released each year, rather than being retained in Trustee-held
funds for future benefit of the Project

Outlook

The outlook on the rating is stable based on Moody's expectation
that the Project will continue to exhibit satisfactory performance
consistent with the assigned rating. This will depend, in part, on
the Project's ability to achieve competitive rent increases while
maintaining strong occupancy rates.

WHAT COULD MAKE THE RATING GO UP?:

-- Sustained high occupancy levels

-- Increase in debt service coverage levels driven by improving
operating ratio

WHAT COULD MAKE THE RATING GO DOWN?:

-- Decrease in occupancy levels

-- Decrease in debt service coverage below underwritten levels

-- A significant decline in freshmen enrollment at the University

-- An instance of tapping of debt service reserve funds in order
to make full debt service payment

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


AMERICAN FINANCIAL: Moody's Rates Preferred Securities '(P)Ba1'
---------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to
American Financial Group, Inc.'s multi-seniority, multi-issuer
shelf registration statement (senior unsecured debt at (P)Baa2)
filed by the company on March 2, 2012.

The new shelf rating replaces AFG's previous shelf registration
which expired on March 2, 2012. AFG maintains its shelf
registration statement for general corporate purposes, which may
include investment in the insurance businesses, or the repayment
of outstanding debt. The outlook for the provisional ratings is
positive.

Ratings Rationale

According to Moody's, AFG's ratings reflect the group's solid
franchise as a diversified insurance operation, its strong
profitability reflecting a disciplined underwriting approach, low
exposure to catastrophe volatility, and demonstrated expertise
within its chosen specialty P&C and tax deferred annuity niches.
The company has also maintained a conservative adjusted financial
leverage profile. These strengths are offset by relatively high
operating leverage, exposure to adverse reserve development in its
casualty portfolio (including its expanding international
operations), and meaningful exposure to residential and commercial
mortgage-backed securities.

The positive outlook on the ratings reflects the company's strong
prospective profitability as a result of leading market positions
in various core commercial specialty and tax deferred annuity
segments, moderate limits profile and limited catastrophe risk,
good risk-adjusted capital position, and its moderate financial
leverage.

Moody's noted that the following factors could lead to an upgrade:
1) lower P&C statutory gross underwriting leverage (i.e.,
consistently below 4.5x); 2) pre-tax interest coverage levels
consistently above 7x; 3) continued improvements in risk-adjusted
capital; 4) adjusted financial leverage consistently in the low to
mid 20% range; 5) further improvement in board director
independence.

Conversely, although a rating downgrade is unlikely given the
positive outlook, factors that could lead to a stable outlook
include: 1) gross underwriting leverage above 5x; 2) adverse
reserve development in excess of 2.5% of reserves;3) maintaining
financial leverage in the mid to high 20% range; 4) pretax
interest coverage levels below 5x.

The following provisional ratings have been assigned with a
positive outlook:

American Financial Group, Inc. -- provisional senior unsecured
debt rating at (P)Baa2; provisional junior subordinated debt at
(P)Baa3; provisional subordinated debt at (P)Baa3; provisional
preferred securities at (P)Ba1; provisional non-cumulative
preferred securities at (P)Ba1.

American Financial Capital Trust II, III and IV -- provisional
preferred securities at (P)Baa3.

American Financial Group, Inc. is an Ohio-based holding company
that, through its operating subsidiaries, provides specialty
commercial property and casualty ("P&C") insurance, as well as
tax-deferred annuities and supplemental ("A&S") insurance. For
1Q2012, AFG reported total revenue of $1.1 billion and net income
of $113 million. Shareholders' equity at March 31, 2012 was $4.7
billion.

The principal methodologies used in this rating was Moody's Global
Rating Methodology for Property and Casualty Insurers published in
May 2010 and Moody's Global Rating Methodology for Life Insurers
published in May 2010.


AMSCAN HOLDINGS: Swings to $2.1-Mil. Net Income in First Quarter
----------------------------------------------------------------
Amscan Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $2.08 million on $383.07 million of total revenues for the
three months ended March 31, 2012, compared with a net loss of
$2.49 million on $356.18 million of total revenues for the same
period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$1.73 billion in total assets, $1.36 billion in total liabilities,
$52.45 million in redeemable common securities, and
$316.16 million in total stockholders' equity.

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

                        http://is.gd/HuGXqS

                       About Amscan Holdings

Based in Road Elmsford, New York, Amscan Holdings, Inc., designs,
manufactures, contracts for manufacture, and distributes party
goods, including paper and plastic tableware, metallic balloons,
accessories, novelties, gifts and stationery.  The Company also
operates retail party goods and social expressions supply stores
in the United States under the names Party City, Party America,
The Paper Factory, Halloween USA and Factory Card & Party Outlet,
and franchises both individual stores and franchise areas
throughout the United States and Puerto Rico principally under the
names Party City and Party America.  The Company is a wholly owned
subsidiary of AAH Holdings Corporation.

                           *     *     *

Amscan Holdings carries Moody's Investors Service's 'B2'
Corporate Family and Probability of Default Ratings.

In the April 19, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Elmsford,
N.Y.-based Amscan Holdings Inc. to 'B+' from 'B'.

"The upgrade reflects our belief that Amscan's credit measures
have improved and will remain indicative of those for an
'aggressive' financial risk profile.  We anticipate that credit
measures will improve modestly through fiscal year-end 2012,
through acquisition-related synergies and EBITDA expansion during
the next year," said Standard & Poor's credit analyst Stephanie
Harter.


APPLETON PAPERS: Moody's Reviews 'B2' CFR/PDR for Upgrade
---------------------------------------------------------
Moody's Investors Service places Appleton Papers Inc.'s B2
Corporate Family Rating (CFR), B2 Probability of Default Rating
(PDR), B1 senior secured, B3 senior second lien and Caa1 senior
subordinate ratings under review for upgrade following the
announcement that the company has signed a definitive agreement to
engage in a business combination with Hicks Acquisition Company II
Inc (Hicks - a special purpose acquisition company). The total
transaction value is $675 million and the combined company will be
listed on the Nasdaq exchange. Closing of the transaction is
expected in July 2012 and is subject to the approval of Hick's
shareholders and other customary closing conditions.

Ratings Rationale

Moody's current ratings on Appleton are:

Long Term Corporate Family Ratings (domestic currency) Rating of
B2 on watch for upgrade.

Probability of Default Rating of B2 on watch for upgrade.

Speculative Grade Liquidity Rating of SGL-3

Senior Secured Rating of B1 (LGD3 36%) on watch for upgrade.

Senior Secured 2nd Lien Rating of B3 (LGD5 73%) on watch for
upgrade.

Senior Subordinate Rating of Caa1 (LGD6 93%) on watch for upgrade.

The review for upgrade will focus on the positive impact of the
elimination of payments under the privately held employee stock
ownership plan (ESOP) structure and the improved liquidity and
potential debt repayment from the proceeds of the transaction.

The principal methodology used in rating Appleton 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.

Appleton headquartered in Appleton, Wisconsin, develops and
manufactures specialty coated paper products, including carbonless
and security papers (52% of revenues), thermal papers (41%), as
well as a microencapsulating business (7% ). Appleton has four
manufacturing sites, two of which are located in Wisconsin, one in
Pennsylvania and one in Ohio. In 2001, the company was acquired by
its employees through an employee stock ownership plan (ESOP). LTM
sales ending December 31, 2011 were $857 million.


ARCAPITA BANK: Schedules Filing Deadline Extended to June 8
-----------------------------------------------------------
The Bankruptcy Court extended through June 8, 2012, the deadline
for Arcapita Bank B.S.C.(c), et al., and its affiliated debtors to
file their schedules of assets and liabilities, statements of
financial affairs, and Rule 2015.3 Reports.  The ruling is without
prejudice to the Debtors' rights to request further extensions or
to file a motion seeking a modification or waiver of the documents
for cause.

                       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., later filed a Chapter 11
petition (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.


ARCTIC GLACIER: Ch. 15 Case Recognized in U.S. Bankruptcy Court
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware Arctic
recognized Glacier International Inc., et al.'s Chapter 15
petition as foreign main proceeding commenced under Canada's
Companies Creditors Arrangement Act, as amended, and pending
before the Court of Queen's Bench Winnipag Centre.

Philip J. Reynolds of Alvarez & Marsal Canada Inc., serves as
monitor and foreign representative for the Debtors.

                       About Arctic Glacier

Winnipeg, Canada-based Arctic Glacier Inc., et al., manufacture
packaged ice for distribution in Canada and the United States.

Philip J. Reynolds of Alvarez & Marsal Canada Inc., as monitor and
foreign representative, filed Chapter 15 petitions for Arctic
Glacier, et al. (Bankr. D. Del. Lead Case No. 12-10603) on Feb.
22, 2012.  Bankruptcy Judge Kevin Gross presides over the case.
Mr. Reynolds is represented by Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor, LLP.

The Debtors is estimated to have assets and debts at $100 million
to $500 million.


AUSTRALIAN EQUITY: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Australian Equity Investors
        2455 E. Speedway #101
        Tucson, AZ 85719

Bankruptcy Case No.: 12-10590

Chapter 11 Petition Date: May 14, 2012

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Scott D. Gibson, Esq,
                  THOMPSON KRONE GIBSON
                  6303 E. Tanque Verde Road, Suite 210
                  Tucson, AZ 85715
                  Tel: (520) 884-9694
                  Fax: (520) 323-4613
                  E-mail: sdgecf@lawtkg.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

A copy of the Company's list of its 12 largest unsecured creditors
is available for free at http://bankrupt.com/misc/azb12-10590.pdf

The petition was signed by Gregory Moore, president of Gregory
Moore Real Estate Company, Inc., general partner.


AXION INTERNATIONAL: Delays Q1 Form 10-Q; To Restate 2011 Reports
-----------------------------------------------------------------
Axion International Holdings, Inc., determined that it will need
to restate its previously issued financial statements for the
interim period ended Sept. 30, 2011, and for the fiscal year ended
Dec. 31, 2011.

The restatement process has resulted in delays in obtaining and
compiling the financial data necessary to complete the restatement
and prepare the Company's financial statements for the period
ended March 31, 2012.  As a result, the Company has been unable to
complete the preparation and review of its Quarterly Report on
Form 10-Q for the period ended March 31, 2012, in time to file it
by the prescribed deadline without unreasonable effort and
expense.  However, the Company expects to file that Form 10-Q
within the five-day extension provided by Rule 12b-25.

Donald W. Fallon, Axion's chief financial officer, in consultation
with the Company's board of directors, concluded that reliance
should no longer be afforded to the Company's financial statements
for the interim period ended Sept. 30, 2011, and for the fiscal
year ended Dec. 31, 2011.  It came to Mr. Fallon's attention that
the Company failed to properly record a derivative liability
related to the potential issuance of approximately 3.8 million
warrants exercisable at a price of $1.00 per share.  These
warrants were to be issued to the holders of the Company's 10%
convertible preferred stock if the Company failed to achieve at
least $10,000,000 in sales revenue for 2011.  In addition, the
Dec. 31, 2011, financial statements failed to reflect the
financial impact of the adjustment from $1.25 to $1.00 of the
conversion price under the Company's outstanding 10% convertible
preferred stock again as a result of the failure to achieve 2011
sales revenue of at least $10,000,000.

The Company, through Mr. Fallon, discussed these issues with RBSM,
LLP, the Company's independent accountant for all quarterly
reporting periods in Dec. 31, 2011, and for the fiscal year then
ended.

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010 and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $8.06 million on $3.88
million of revenue for the 12 months ended Dec. 31, 2011, compared
with a net loss of $7.10 million on $1.56 million of revenue for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.54 million
in total assets, $2.86 million in total liabilities, $6.80 million
in 10% convertible preferred stock, $242,500 in redeemable common
stock, and a $4.36 million total stockholders' deficit.


BANKATLANTIC BANCORP: Incurs $14.2 Million Net Loss in Q1
---------------------------------------------------------
BankAtlantic Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $14.21 million on $8.33 million of total interest
income for the three months ended March 31, 2012, compared with a
net loss of $22.88 million on $11.83 million of total interest
income for the same period during the prior year.

BankAtlantic's balance sheet at March 31, 2012, showed $3.84
billion in total assets, $3.87 billion in total liabilities and a
$31.56 million total deficit.

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

                        http://is.gd/Hi4YQL

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

BankAtlantic reported a net loss of $28.74 million in 2011, a net
loss of $143.25 million in 2010, and a net loss of $185.82
million in 2009.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BEHRINGER HARVARD: Incurs $2.5 Million in First Quarter
-------------------------------------------------------
Behringer Harvard Short-Term Opportunity Fund I LP filed with the
U.S. Securities and Exchange Commission its quarterly report on
Form 10-Q disclosing a net loss of $2.54 million on $5.01 million
of total revenues for the three months ended March 31, 2012,
compared with a net loss of $5.25 million on $5.18 million of
total revenues for the same period during the prior year.

Behringer reported a net loss of $50.15 million in 2011, a net
loss of $18.71 million in 2010, and a net loss of $15.47 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $112.45
million in total assets, $135.77 million in total liabilities and
a $23.32 million total deficit.

                        Bankruptcy Warning

Of Behringer's $122.8 million in notes payable at March 31, 2012,
$51.3 million has matured and is subsequently in default and an
additional $50.8 million is scheduled to mature in the next twelve
months.  As of March 31, 2012, of the Company's $122.8 million in
notes payable, $110.4 million was secured by properties and $99.9
million was recourse to the Company.  The Company continues to
have negotiations and discussions with lenders to modify or
restructure loans, outcomes of which may include a sale to a third
party or returning the property to the lender.  The Company may
also consider putting certain of its subsidiaries into bankruptcy
in order to protect the Company's interest in the property.

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

                       http://is.gd/tABBbP

                     About Behringer Harvard

Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002.  The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer.  As
of Sept. 30, 2011, seven of the twelve properties the Company
acquired remain in the Company's  portfolio.  The Company's
Agreement of Limited Partnership, as amended, provides that the
Company will continue in existence until the earlier of Dec. 31,
2017, or termination of the Partnership pursuant to the
dissolution and termination provisions of the Partnership
Agreement.

For the year ended Dec. 31 2011, Deloitte & Touche LLP, in Dallas,
Texas, noted that the uncertainty surrounding the ultimate outcome
of settling unpaid debt and its effect on the Partnership, as well
as the Partnership's operating losses at its subsidiaries, raise
substantial doubt about its ability to continue as a going
concern.  The Partnership is facing a significant amount of debt
maturities in the near future and debt which has matured but
remains unpaid, which is recourse to the Partnership.


BETSEY JOHNSON: Has Access to Funding Through May 30
----------------------------------------------------
Betsey Johnson LLC secured continued access to financing as it
winds down the business after failing to obtain going concern
bids.

Judge James M. Peck issued a second interim order permitting the
fashion retailer to borrow under a $2.50 million credit facility
arranged by First Niagara Commercial Finance, Inc.

First Niagara is a prepetition lender owed not less than $2.11
million in first lien debt.

The Debtor-in-Possession Revolving Credit Facility provides that
at no time will the sum of the Pre-Petition Obligations and the
aggregate amount outstanding under the DIP Credit Facility exceed
$3.50 million.

The Court also gave the Debtor continued access to cash collateral
securing prepetition obligations to Steven Madden, Ltd., the
Debtor's subordinated lender.  Madden is owed not less than $3.40
million as of the bankruptcy filing date.

The DIP loan matures on the earliest to occur of (i) May 31, 2012,
(ii) the date Borrower terminates the Line of Credit in accordance
with the Loan Agreement, as amended, (iii) the date the Lender
terminates the Line of Credit following an Event of Default in
accordance with the terms of the Loan Agreement, or (iv) emergence
from Chapter 11.

Betsey Johnson filed for bankruptcy with the plan to effectuate an
all-asset sale, either as a going concern or through an orderly
wind-down process using a nationally recognized liquidator.  At a
May 8 auction, no going concern buyer stepped forward prompting
the Debtor to hand the keys to Gordon Brothers Group Inc. and
Hilco Merchant Resources, which offered the top bid for the right
to run the chain's going-out-of-business sales.  The Company is
set to close its 69 stores.

According to The Wall Street Journal, the bid will bring the chain
about $5.2 million immediately, and more money could trickle in to
pay off the Company's debts if the liquidation effort brings in
more money than expected.  The Company owes at least $6.8 million
to creditors.  WSJ says it isn't clear whether a handful of stores
will outlast the liquidation.  Madden, which owns the Betsey
Johnson license, is expected to keep a handful of stores in
shopping destinations like New York.  Madden will continue to sell
Betsey Johnson-branded clothing through department stores.

The Second Interim Order provides pursuant to sections 363(b)(1)
and 364(c)(2) of the Bankruptcy Code, any provisions in any of the
leases that require the consent or approval of one or more of the
Debtor's landlords in order for the Debtor to pledge the proceeds
from the disposition of leases are and will be deemed to be
inconsistent with the provisions of the Bankruptcy Code, and are
and will have no force and effect with respect to the transactions
granting the Lender an interest in such proceeds.

The Court will hold a final hearing on the financing on May 30,
2012 at 10:00 a.m.

                        About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

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

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

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

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


BETSEY JOHNSON: Has 7-Member Creditors' Panel
---------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, earlier
this month named an Official Committee of Unsecured Creditors in
Betsey Johnson LLC's Chapter 11 case.

The Committee members are:

          1. MCM Enterprise
             148 39th Street, 3rd Floor
             Brooklyn, NY 11232
             Phone: (718) 438-8443
             Fax: (718) 438-8804
             Attn: George T. Lau, Owner

          2. CIT Group Commercial Services, Inc.
             201 South Tryon Street, 3rd Floor
             Charlotte, NC 28202
             Phone: (704) 339-2903
             Fax: (704) 339-2237
             Attn: Robert W. Franklin, Director and
                Regional Chief Counsel

          3. Chinamine Trading Ltd.
             214 West 39th Street, Room 304
             New York, NY 10018
             Phone: (212) 575-1525
             Fax: (212) 575-0003
             Attn: Carri Barnett, Vice President

          4. American Express
             200 Vesey Street
             New York, NY 10285
             Phone: (212) 640-1086
             Attn: Craig McDowell, Senior Manager - GMS Risk

          5. Intertex U.S.A. Inc. d/b/a BC America
             131 West Street, 10th Floor
             New York, NY
             Phone: (212) 279-3601
             Attn: Yong C. Lee, President

          6. Simon Property Group, Inc.
             225 West Washington Street
             Indianapolis, IN 46204
             Phone: (317) 263-2346
             Fax: (317) 263-7901
             Attn: Ronald M. Tucker, Vice President/
                  Bankruptcy Counsel

          7. GGP Limited Partnership
             110 North Wacker Drive (BSC 1-26)
             Chicago, IL 60606
             Phone: (312) 960-2707
             Fax: (312) 442-6374
             Attn: Julie Minnick Bowden, National
                  Bankruptcy Manager

                        About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

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

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

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

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


BETSEY JOHNSON: Starts GOB Sale; Gordon And Hilco Run Sale
----------------------------------------------------------
Reuters reports that Betsey Johnson LLC has commenced a going-out-
of-business sale at its stores and outlets.

According to the report, Gordon Brothers Group and Hilco Merchant
Resources are jointly running the sale on Betsey Johnson's behalf.
All store fixtures such as apparel racks, shelving and lighting
are also available for sale, said the company, whose licenses are
owned by Steven Madden.

                        About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

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

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

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

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


BIOFUELS POWER: Delays Form 10-Q for First Quarter
--------------------------------------------------
Biofuels Power Corp.'s financial statements for the quarter ended
March 31, 2012, are not yet ready for distribution as a result of
recent measures the Company has taken with regard to efforts to
sign operating agreements which will effect subsequent events to
the balance sheet date.

                          Biofuels Power

Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users.  BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.

The Company reported a net loss of $1.28 million on $0 of sales in
2011, compared with a net loss of $2.05 million on $0 of sales in
2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.89 million
in total assets, $6.44 million in total liabilities and a $4.54
million total stockholders' deficit.

Following the 2011 results, Clay Thomas, P.C., in Houston, Texas,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.


BIOLIFE SOLUTIONS: Incurs $297,000 Net Loss in First Quarter
------------------------------------------------------------
Biolife Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $296,877 on $835,880 of total revenue for the three
months ended March 31, 2012, compared with a net loss of $630,122
on $610,799 of total revenue for the same period during the prior
year.

The Company reported a net loss of $1.95 million in 2011, compared
with a net loss of $1.98 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.86
million in total assets, $13.29 million in total liabilities and a
$11.43 million in total shareholders' deficiency.

Following the 2011 results, Peterson Sullivan LLP, in Seattle,
Washington, expressed substantial doubt about BioLife Solutions'
ability to continue as a going concern.  The independent auditors
noted that the Company has been unable to generate sufficient
income from operations in order to meet its operating needs and
has an accumulated deficit of $54 million at Dec. 31, 2011.

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

                        http://is.gd/zxOh4Y

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc. develops and
markets patented hypothermic storage and cryopreservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BISON BUILDING: Preferential Suit Against Tomball Forest Goes On
----------------------------------------------------------------
Tomball Forest, Ltd., failed to convince a bankruptcy judge to
stop the lawsuit by a post-confirmation committee in Bison
Building Holdings Inc.' Chapter 11 case, which seeks to recoup
$63,000 in payments received from Bison in 2009.  The Committee
alleges the funds are preferential transfers.  Bankruptcy Judge
Marvin Isgur, siding with the Committee, denied Tomball Forest's
motion for summary judgment, ruling that Tomball Forest did not
meet its burden of establishing that the transfer was intended to
be a contemporaneous exchange.  The Committee said summary
judgment is premature.

The case is POST-CONFIRMATION COMMITTEE, Plaintiff(s), v. TOMBALL
FOREST, LTD. Defendant(s), Adv. Proc. No. 11-3339 (Bankr. S.D.
Tex.).  A copy of Judge Isgur's May 14, 2012 Memorandum Opinion is
available at http://is.gd/yOFPKYfrom Leagle.com.

                  About Bison Building Materials

Houston, Texas-based Bison Building Materials LLC --
http://www.bisonbuilding.com/-- began in 1962 as Roy W.
Bierschwale's small retail store and lumber shed.  Over the past
four decades, Bison Building has grown into Texas' single largest
independent supplier of lumber, full service millwork and other
added value products.

Bison and its affiliates filed for Chapter 11 on June 28, 2009
(Bankr. S.D. Tex. Case No. 09-34452).  The debtor-affiliates are
Bison Building Holdings, Inc.; Bison Multi-Family Sales, LLC;
Bison Construction Services, LLC; Bison Building Materials Nevada,
LLC; Bison Building GP, Inc.; HLBM Company; and Milltech, Inc.
David Ronald Jones, Esq., at Porter & Hedges, L.L.P., represented
the Debtors.  At the time of the filing, the Company said it had
assets and debts of $50 million to $100 million.

Bison's chapter 11 plan was confirmed on June 29, 2010.  The Plan
established a Post-Confirmation Committee, which was granted the
exclusive right to pursue avoidance actions.


BLUEGREEN CORP: Reports $5.6 Million Net Income in First Quarter
----------------------------------------------------------------
Bluegreen Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to the Company of $5.65 million on $97.17 million of
revenue for the three months ended March 31, 2012, compared with
net income attributable to the Company of $2.53 million on
$89.77 million of revenue for the same period a year ago.

The Company reported a net loss of $17.25 million in 2011,
compared with a net loss attributable of $43.96 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.06
billion in total assets, $757.74 million in total liabilities and
$309.80 million in total stockholders' equity.

John M. Maloney Jr., president and chief executive officer of
Bluegreen, commented, "We are very pleased with our performance
during the first quarter of 2012.  We experienced strong growth in
system-wide sales and our fee-based service business.  We also
generated positive free cash flow and reduced outstanding debt."

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

                        http://is.gd/Eg9uoT

                       About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.


BROADCAST INT'L: Incurs $185,000 Net Loss in First Quarter
----------------------------------------------------------
Broadcast International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $185,447 on $1.74 million of net sales for the three
months ended March 31, 2012, compared with a net loss of $746,965
on $1.68 million of net sales for the same period during the prior
year.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.

The Company's balance sheet at March 31, 2012, showed $4.52
million in total assets, $11.22 million in total liabilities and a
$6.69 million total stockholders' deficit.

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

                        http://is.gd/4u03GW

                    About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.


CABI SMA: Files Amended Schedules of Assets and Liabilities
-----------------------------------------------------------
Cabi SMA Tower I LLP filed with the U.S. Bankruptcy Court for the
Southern District of Florida its amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property
  B. Personal Property           $15,014,691
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $34,128,377
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $104,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,531,766
                                ------------     ------------
        TOTAL                    $15,014,691      $37,764,144

A full-text copy of the Schedules of Asset and Liabilities is
available for free at http://bankrupt.com/misc/CABI_SMA_sal.pdf

                       About Cabi SMA Tower I

Based in Miami, Florida, Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010.  Mindy A.
Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin Sumberg Baena
Price & Axelrod, LLP, in Miami, serve as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.

No creditor's committee has been appointed in Cabi SMA Tower I,
LLLP's Chapter 11 case.


CABI SMA: Brickell Central's Property Valued at $17-Mil Under Plan
------------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida ordered the Brickell Central LLC's real estate
property, which represents Brickell Central's collateral in the
bankruptcy proceeding of Cabi SMA Tower I, LLLP, will be deemed to
have a value of $17 million.  The valuation of the property is for
the sole purpose of determining the amount of Brickell Central's
secured claim under a plan of reorganization submitted by the
Debtor.

                       About Cabi SMA Tower I

Based in Miami, Florida, Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010.  Mindy A.
Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin Sumberg Baena
Price & Axelrod, LLP, in Miami, serve as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.

No creditor's committee has been appointed in Cabi SMA Tower I,
LLLP's Chapter 11 case.


CABI SMA: Brickell Central Says Amended Plan Can't Be Confirmed
---------------------------------------------------------------
Brickell Central, LLC, which asserts more than $30.5 million in
secured note obligations owed by CABI SMA Tower I LLP, objects to
the Debtor's First Amended Plan of Reorganization.

Although the revised Plan states that the Equity Contribution will
be backstopped by an "irrevocable letter of instruction" from a
depository financial institution in the United States, the
Debtor's counsel has clarified that an additional modification to
the revised Plan will be filed in the near term, which provides
for the backstop to be in the form of an irrevocable standby
letter of credit from Credit Suisse AG in New York, which will
provide credit for the full amount owed under the New Brickell
Central Note in the event of any nonpayment.

Leyza F. Blanco, Esq., at GrayRobinson P.A., notes that the Debtor
has not filed any revision to its Disclosure Statement to address
the foregoing modifications.  Brickell Central has not received
information explaining (i) how the Equity Contribution will be
increased by $50 million and/or (ii) whether an enforceable letter
of credit, as opposed to a letter of instruction, will ultimately
be issued as a condition to confirmation in this case.

Ms. Blanco contends that the Debtor's proposed reorganization is
no longer dependent on the performance of a building project and a
long-term payout, but, rather, on an Equity Contribution that has
been increased from $5 million to $55 million, and upon the terms
of an irrevocable letter of instruction, which may become an
irrevocable standby letter of credit.  Brickell Central has not
received concrete and/or reliable disclosure regarding either
source of funding and, as such, is forced to speculate as to its
recoveries in this case, the terms and timing of the massive
Equity Contribution to be provided, the ultimate terms and
enforceability of any proposed letter of credit that is offered
(if one is ultimately required as opposed to merely promised by
the Debtor), all of which go to the feasibility of the Debtor's
reorganization.  To date, Brickell Central has had no access to
the underlying transactions between Credit Suisse and the sponsor
of the letter of credit, any opportunity to assess the
creditworthiness of such sponsor, or any opportunity to review any
covenants, conditions and/or representations that will govern the
issuance of a letter of credit and the obligations of the parties.

The Debtor has stated that a standby letter of credit will be
available upon confirmation and has provided a preliminary draft
of that proposed instrument to Brickell Central.  Ms. Blanco
states that Brickell Central is currently faced with a Plan that
does not require the issuance of any such letter, and impending
confirmation based on an Equity Contribution, the source of
funding for which has not been explained and/or confirmed.  To
date, Brickell Central has not received any documents to support
the viability of the Equity Contribution.

Brickell Central submits that the revised Plan has been solicited
in violation of Section 1125 of the Bankruptcy Code and cannot be
confirmed.

             CABI SMA Files Non-Material Modifications
                          to Amended Plan

CABI SMA Tower I, LLLP, filed a modification to its First Amended
Plan of Reorganization with the U.S. Bankruptcy Court for the
Southern District of Florida.

Article I of the Plan is modified to reflect the deletion of the
definitions for the following terms and the substitution of the
definitions below in their place: "Initial Equity Contribution",
"Mortgage", "New Brickell Central Note", "Plan Supplement", and
"Prepetition Loan Claim".  Article I is further modified by the
addition of the definition for the term, "Letter of Credit".

A copy of the modifications to the plan is available for free at:

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

                       About Cabi SMA Tower I

Based in Miami, Florida, Cabi SMA Tower I, LLLP -- fka Cabi SMA
Retail 1, LLC; Cabi SMA, LLLP; Cabi SMA Tower 2, LLC; Cabi SMA
Tower 2, LLLP; Capital at Brickell; Cabi SMA Retail 2, LLLP; Cabi
SMA Retail 2, LLC; Cabi SMA Tower 1, LLC; and Cabi SMA Retail I,
LLLP -- owns multiple vacant parcels around South Miami Avenue and
S.W. 14th Street in Miami, Florida.  It acquired the parcels to
develop residential, hotel, and retail space, including a
condominium development.  The parcels are being managed by Cabi
Developers, LLC pursuant to a management agreement.

Cabi SMA Tower I filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 10-49009) on Dec. 28, 2010.  Mindy A.
Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin Sumberg Baena
Price & Axelrod, LLP, in Miami, serve as the Debtor's bankruptcy
counsel.  The Debtor estimated its assets and debts at $10 million
to $50 million.

Affiliates Cabi Downtown, LLC (Bankr. S.D. Fla. Case No. 09-27168)
and Cabi New River LLC (Bankr. S.D. Fla. Case No. 10-49013) filed
separate Chapter 11 petitions.

No creditor's committee has been appointed in Cabi SMA Tower I,
LLLP's Chapter 11 case.


CAKE SHOP: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
San Antonio Express-News reports that The Cake Shop LLC filed for
Chapter 11 bankruptcy reorganization on May 11, 2012.

According to report, company CEO Perla Salzillo and CFO Jose D.
Salzillo, who together own the bakery, also filed for personal
bankruptcy reorganization under Chapter 13 of the U.S. Bankruptcy
Code.

The report notes the shop disclosed assets of $45,000 and debts of
about $110,000 in its bankruptcy petition.  A landlord sued The
Cake Shop for breach of lease in March.  Court records also show a
mortgage servicer in February initiated a foreclosure action
against the Salzillos.

The Cake Shop operates from two locations in The Colonnade and
Stone Oak.


CANO PETROLEUM: Can Hire Canaccord Genuity as Investment Banker
---------------------------------------------------------------
Cano Petroleum Inc. obtained permission from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Canaccord
Genuity as financial advisor.

Canaccord Genuity will, among other things, assist in analyzing
and evaluating the business, operations and financial position of
the Debtor and its strategic alternatives.

                       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.


CAPITOL CITY: Delays Form 10-Q for Q1, Needs Time for Review
------------------------------------------------------------
Capitol City Bancshares, Inc., requests an extension of time to
file its Form 10-Q for the period ended March 31, 2012, as it
could not complete the filing of its Form 10-Q on or before the
prescribed due date without unreasonable effort.  The Company
needs additional time to complete the compilation, dissemination
and review of the information required to be presented in the Form
10-Q.  The Company expects to file its Quarterly Report on Form
10-Q on or before the fifth day following the prescribed due date
for the Company's Form 10-Q.

                   About Capitol City Bancshares

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.

For the year ended Dec. 31, 2011, Nichols, Cauley and Associates,
LLC, in Atlanta, Georgia, expressed substantial doubt about
Capital City Bancshares' ability to continue as a going concern.
The independent auditors noted that the Company is operating under
regulatory orders to, among other items, increase capital and
maintain certain levels of minimum capital.  "As of Dec. 31, 2011,
the Company was not in compliance with these capital requirements.
In addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, has
experienced declining levels of liquid assets, and has significant
maturities of liabilities within the next twelve months."

The Company reported a net loss of $1.59 million on $8.91 million
of net interest income (before provision for loan losses) for
2011, compared with net income of $37,030 on $8.06 million of net
interest income (before provision for loan losses) for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$295.88 million in total assets, $287.68 million in total
liabilities, and stockholders' equity of $8.20 million.


CAPITOL INFRASTRUCTURE: Assets to be Auctioned June 4
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Capitol Broadband LLC obtained approval to sell the assets
in two auctions taking place June 4.  There is already an $11
million offer from Hotwire Communications Ltd. for the assets at
190 locations.  According to the court-approved bid procedures,
competing bids must be submitted by May 30.  A hearing to approve
the sale will take place June 14.  The remaining assets, for which
no buyer is yet under contract, will also be held June 4.

                   About Capitol Infrastructure

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

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

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

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

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


CATALYST PAPER: Amends Proposed Plan of Arrangement
---------------------------------------------------
Catalyst Paper has amended its proposed Plan of Arrangement under
the Companies' Creditors Arrangement Act.  The Plan as so amended
will be considered by Catalyst Paper's secured and unsecured
creditors at the meetings scheduled for May 23, 2012.

"We're pleased that over the past weeks, the various stakeholders,
advisors and the company have worked diligently to craft an
agreement that sizably reduces the company's debt level," said
Kevin J. Clarke, President and Chief Executive Officer.  "This
agreement, with the support of creditors at the meetings on
May 23, 2012, will enable Catalyst to emerge from creditor
protection with improved liquidity and the capacity to return and
sustain normal trade terms for the foreseeable period."

The court-appointed monitor is recommending that creditors vote in
favour of the Amended Plan at the Meetings.  Catalyst Paper's
Board of Directors is unanimously recommending that all holders of
First Lien Notes, Unsecured Notes and General Unsecured Claims
vote in favour of the Amended Plan at the Meetings.

The principal changes to the Plan include:

    * a reduction of US$120 million in the amount of notes to be
issued under the Amended Plan so that the total debt reduction
under the Amended Plan will be US$435 million (rather than the
US$315 million reduction under the Plan);

    * the reduction of the principal amount of New First Lien
Notes to be issued under the Plan from US$325 million to US$250
million; and

    * the elimination of the New First Lien Coupon Notes to be
issued under the Plan (approximately US$45 million);

    * the distribution of 50% of the net proceeds (PREI Proceeds
Pool) from the sale of Catalyst Paper's interest in Powell River
Energy Inc. and Powell River Energy Limited Partnership (PREI
Interest) to Unsecured Creditors who do not receive a Convenience
Cash Amount or elect to receive equity;

    * 100% of the New Common Shares to be issued to holders of the
First Lien Notes subject to the ability for Unsecured Creditors to
elect (Equity Election) to acquire up to 600,000 New Common Shares
(4%) rather than receive cash from the PREI Proceeds Pool or the
Maximum Convenience Claims Pool; and

    * the elimination of the issuance of the Warrants under the
Plan.

There were no changes to the provisions of the Plan relating to
the payment of Convenience Cash Amounts.

                           The Amended Plan

Specifically, the Amended Plan treats each of the creditor classes
as follows:

   -- 11% Senior Secured Notes due 2016 (First Lien Notes)

   -- Pursuant to the Amended Plan, Catalyst Paper's US$390.4
million aggregate principal amount of outstanding First Lien Notes
will be exchanged for:

   -- US$250 million aggregate principal amount of 11% first lien
notes due November1, 2017 (New First Lien Notes) allocated as to
US$182 million on account of the Class A Notes and US$68 million
on account of the Class B Notes; and

   -- 14.4 million New Common Shares of Catalyst Paper (being 100%
of the outstanding common shares of Catalyst Paper subject to
dilution from the issuance of common shares to Unsecured Creditors
who make the Equity Election described below and under any
Management Incentive Plan), 10,502,352 New Common Shares on
account of the Class A Notes and 3,897,648 New Common Shares on
account of the Class B Notes.

Prior to this amendment, the Plan provided that the outstanding
First Lien Notes would be exchanged for (a) US$325 million
aggregate principal amount of New First Lien Notes (b)80% of
Catalyst Paper's New Common Shares and (c) New First Lien Coupon
Notes in a principal amount equal to accrued and unpaid interest
on the New First Lien Notes as of the Effective Date.

                 7 3/8% Senior Notes Due 2014

Pursuant to the Amended Plan, Catalyst Paper's US$250 million
aggregate principal amount of outstanding Unsecured Notes will be
exchanged as follows:

unless the holder of Unsecured Notes has made an Equity Election,
such holder will receive its pro rata share (calculated by
reference to the aggregate amount of all claims of Unsecured
Creditors allowed under the Plan) of the PREI Proceeds Pool; and

each holder of Unsecured Notes may elect (the Equity Election) to
receive its pro rata share (calculated by reference to the
aggregate amount of all claims of Unsecured Creditors allowed
under the Plan) of 600,000 New Common Shares of Catalyst Paper
rather than participate in the PREI Proceeds Pool. An Equity
Election Form and information on how to make such election will be
provided to Unsecured Creditors following the Sanction Order.

                     General Unsecured Claims

Pursuant to the Amended Plan, in exchange for all General
Unsecured Claims, each holder of an allowed General Unsecured
Claim shall receive:

Unless the holder of such General Unsecured Claim has made an
Equity Election or a Cash Election or is a Convenience Creditor,
such holder will receive its pro rata share (calculated by
reference to the aggregate amount of all claims of Unsecured
Creditors allowed under the Plan) of the PREI Proceeds Pool;

Each holder of an allowed General Unsecured Claim who has not made
a Cash Election may elect by way of the Equity Election to receive
its pro rata share (calculated by reference to the aggregate
amount of all claims of Unsecured Creditors allowed under the
Plan) of 600,000 New Common Shares of Catalyst Paper rather than
receive such holder's pro rata share of the PREI Proceeds Pool or
Convenience Cash Amount.  Holders of General Unsecured Claims who
have filed a Cash Election under the prior Plan and who wish to
file an Equity Election under the Amended Plan must revoke their
prior Cash Election prior to the date of the meetings. See
"Revoking a Cash Election" below; and

Each holder of a General Unsecured Claim equal to or less than
C$10,000 (unless such holder makes an Equity Election) and holders
of General Unsecured Claims in an amount over C$10,000 who validly
file a Cash Election (pursuant to which the allowed amount of such
holder's General Unsecured Claim will be reduced to C$10,000),
will receive cash in an amount equal to 50% of such holder's
allowed General Unsecured Claim, provided that the aggregate
amount of cash payable to all such holders shall not exceed C$2.5
million.

Prior to this amendment, the Plan provided that the outstanding
Unsecured Notes and General Unsecured Claims would be exchanged
for (a) 20% of Catalyst Paper's New Common Shares (b)Warrants
exercisable, on a cashless basis, to acquire up to 15% of the
fully diluted New Common Shares of Catalyst Paper for up to four
years from the effective date of the Plan and (c) in respect of
holders of General Unsecured Claims in an amount equal to or less
than C$10,000 (or who agreed to reduce their claim to such
amount), cash in an amount equal to up to 50 percent of such
holder's General Unsecured Claims (unless they elected to receive
the New Common Shares and Warrants referred to above), provided
that the aggregate amount of cash payable to such holders would
not exceed C$2.5 million.

                     General Unsecured Claims

Under the Amended Plan, Catalyst has agreed to use commercially
reasonable efforts to sell all of its right, title and interest in
Powell River Energy Inc. and the Powell River Energy Limited
Partnership (PRELP) comprising 50,001 common shares in Powell
River Energy Inc., long term subordinated debt of $20.8 million
owed by Powell River Energy Inc. to Catalyst Paper Energy Holdings
Inc. and a 49.95% limited partnership interest in PRELP.  The PREI
Proceeds Pool shall consist of an amount equal to 50% of the net
proceeds received by Catalyst on account of the sale of the PREI
Interest.  The sale shall be conducted pursuant to an amended sale
and investor solicitation process, which would likely not include
a stalking horse bid, to be established and approved by the
Supreme Court of British Columbia (Court) following obtainment of
the Sanction Order for the Plan and is subject to the terms of a
contractual right of first refusal in favour of Catalyst's joint
venture partner.

Power River Energy Inc. owns two hydroelectric dams near the
Powell River mill, with a combined generating capacity of 83
megawatts.  Pursuant to a power purchase agreement between
Catalyst Paper and Power River Energy Inc., Power River Energy
Inc. provides the power generated by its facilities to Catalyst
Paper at a fixed rate approximating current British Columbia Hydro
and Power Authority rates.  Power River Energy Inc.'s
hydroelectric facilities supply approximately 40% of the annual
power needs of the Powell River mill, although this amount varies
depending on hydrological conditions.  The power purchase
agreement will continue following the sale.

                      New First Lien Notes

There are no material changes to the terms of the New Notes under
the Amended Plan other than as described above and other than:

the Priority Lien Debt Cap will be reduced from US$400 million to
US$325 million;

the definition of Threshold PIK Notes will be revised to refer to
New Notes outstanding, if any, in excess of US$250 million (as
opposed to US$325 million), excluding any New Notes issued after
the issue date (other than any PIK notes); and

the maturity date of the New Notes will be November 1, 2017 rather
than October 30, 2017.

                         Required Approvals

Implementation of the Amended Plan will be subject to the
requisite approval by Catalyst Paper's secured and unsecured
creditors at the Meetings to be held on May 23, 2012, the approval
of the Court and, to the extent applicable, the approval of the
United States Bankruptcy Court for the District of Delaware.  In
the event the Amended Plan is not approved at the Meetings,
Catalyst Paper will commence a sale transaction in accordance with
certain agreed and Court-approved sale and investor solicitation
procedures.

               Conditions and Timing of Distributions

Implementation of the Amended Plan remains subject to a number of
other conditions including a condition that Catalyst shall have
entered into agreements with respect to a new ABL Facility and, if
necessary, Exit Facility, satisfactory to the Majority Initial
Supporting Noteholders, in consultation with the Initial
Supporting Unsecured Noteholders.  The conditions are set out in
the Amended Plan and in the Circular.  Under the Amended Plan,
each of these conditions must be satisfied within 45 days of the
date of the Sanction Order unless such condition is waived or the
date for fulfillment is extended in accordance with the provisions
of the Amended Plan.

The Amended Plan contemplates that distributions to the holders of
the Unsecured Notes and General Unsecured Creditors (other than
General Unsecured Creditors who are receiving the Convenience Cash
Amount) will not be made until all claims of Unsecured Creditors
being disputed have been allowed or determined by Final Order in
accordance with the Claims Procedure Order.

                               Voting

Catalyst Paper's Board of Directors is unanimously recommending
that all holders of First Lien Notes, Unsecured Notes and General
Unsecured Claims vote in favour of the Amended Plan at the
Meetings.  The Meetings to consider the Amended Plan will be held
on May 23, 2012 at the Westin Wall Centre, Vancouver Airport, 3099
Corvette Way, Richmond, BC at 10:00 am for Unsecured Creditors
(including holders of Unsecured Notes and General Unsecured
Claims) and 11:00 am for First Lien Noteholders.

                         Revoking a Proxy

Individuals who have already submitted a proxy may revoke their
proxy by delivering to the Monitor a document specifying that the
proxy is revoked that is signed by the individual or the
individual's attorney duly authorized in writing.

Creditors who are not individuals who have already submitted a
proxy may revoke their proxy by delivering to the Monitor a
document specifying that the proxy is revoked that is signed by a
duly authorized officer or attorney thereof.

                     Revoking a Cash Election

Holders of General Unsecured Claims in excess of $10,000 who
previously filed an election (Cash Election) to receive cash for
their General Unsecured Claim may revoke their Cash Election by
contacting the Monitor and completing the form that will be
provided by the Monitor.  Any previously filed Cash Election must
be revoked prior to the date of the Meetings in order to make an
Equity Election.

           Certain Canadian Federal Income Tax Considerations

The following discussion supplements the summary of certain
Canadian federal income tax considerations of the Restructuring
located under the heading "Certain Canadian Federal Income Tax
Considerations" in the Circular.  The following summary is of a
general nature only and is not intended to be, nor should be
construed to be, legal or tax advice to any particular Affected
Claimholder.  This discussion is subject to the limitations,
assumptions and caveats set out in the Canadian Tax Disclosure.
Consequently, Affected Claimholders are urged to consult read
carefully the following discussion, the Canadian Tax Disclosure
and to consult their own tax advisors for advice as to the tax
considerations in respect of the Restructuring having regard to
their particular circumstances.

                         Residents of Canada

Pursuant to the Restructuring, Resident Affected Claimholders will
dispose of their First Lien Notes and will receive consideration
comprised of the New First Lien Notes and New Common Shares.
Similarly, Resident Affected Claimholders will dispose of their
Unsecured Notes or General Unsecured Claims, as applicable, and
will receive consideration comprised of a pro rata share of the
PREI Proceeds Pool, New Common Shares or cash, as applicable.  In
general, the transfer by a Resident Affected Claimholder of its
First Lien Notes, Unsecured Notes or General Unsecured Claims for
New Common Shares, New First Lien Notes, PREI Proceeds Pool or
cash, as applicable, pursuant to the Restructuring will result in
a gain or loss as described in the Tax Disclosure.  Resident
Affected Claimholders will be required to value their share of the
PREI Proceeds Pool as of the Effective Date based on all available
facts and circumstances at the time they file their tax returns.
Because the amount of cash to be received under the PREI Proceeds
Pool is uncertain, the fair market value of the PREI Proceeds Pool
is not clear.  A Resident Affected Claimholder's adjusted cost
base of its pro rata share of the PREI Proceeds Pool received
pursuant to the Restructuring will be equal to the fair market
value thereof on the Effective Date.

A Resident Affected Claimholder holding First Lien Notes or
Unsecured Notes will generally be required to include in its
income the amount of interest in respect of the First Lien Note or
the Unsecured Notes as described in the Tax Disclosure in the
context of the Unsecured Notes (under the heading "Disposition of
Unsecured Notes, First Lien Notes and General Unsecured Claims");
however, where a Resident Affected Claimholder is required to
include an amount in income on account of interest on the First
Lien Notes or Unsecured Notes, as the case may be, that is not
paid on the Restructuring, the Resident Affected Claimholders
should be entitled to a deduction in computing income of an
equivalent amount.

A Resident Affected Claimholder that holds its Unsecured Notes in
a trust governed by a Deferred Plan should consult its tax
advisors for purposes of determining whether the Restructuring,
including the right to receive PREI Proceeds Pool, will give rise
to any adverse tax consequences.

                      Non-Residents of Canada

No taxes will be payable under the ITA by a Non-Resident Affected
Claimholder upon the disposition of the First Lien Notes, the
Unsecured Notes or the General Unsecured Claims by the Non-
Resident Affected Claimholder to the Corporation for New Common
Shares, New First Lien Notes, PREI Proceeds or cash, as
applicable, pursuant to the Restructuring.

To the extent that amounts received under the PREI Proceeds Pool
by a Non-Resident Affected Claimholder constitutes "participating
debt interest" for purposes of the ITA, such amount will be
subject to Canadian withholding tax at the rate of 25%, subject to
relief provided under an applicable income tax treaty or
convention between Canada and the country in which the Non-
Resident Affected Claimholder resides.

               Certain U.S. Federal Income Tax Considerations

The following discussion supplements the summary of certain
material U.S. federal income tax consequences of the Restructuring
located under the heading "Certain U.S. Federal Income Tax
Considerations" (the Tax Disclosure) in the Circular.  This
discussion does not purport to be a complete analysis of all of
the potential U.S. federal income tax considerations that may be
relevant to U.S. Holders in light of their particular
circumstances, and U.S. Holders are urged to read carefully the
Tax Disclosure and to consult their own tax advisors.

The exchange of First Lien Notes for New First Lien Notes and New
Common Shares should constitute a recapitalization, as discussed
in the Tax Disclosure, and a U.S. Holder that exchanges First Lien
Notes generally will not recognize any gain or loss as a result of
such exchange (except to the extent of any New First Lien Notes or
New Common Shares allocable to accrued and unpaid interest) and
will have a holding period for the New First Lien Notes and New
Common Shares (except to the extent allocable to accrued and
unpaid interest) that includes its holding period of the First
Lien Notes.

The exchange of Unsecured Notes for a pro rata share of the PREI
Proceeds Pool will be a taxable exchange, and a U.S. Holder of
Unsecured Notes who does not make a valid Equity Election will
recognize gain or loss equal to the difference between its basis
in the Unsecured Notes and its share of the PREI Proceeds Pool
received in exchange therefor (except to the extent attributable
to accrued and unpaid interest, which a U.S. Holder will recognize
as ordinary income to the extent it has not already).  The
Exchange of Unsecured Notes for New Common Shares should
constitute a recapitalization, as discussed in the Tax Disclosure,
and any U.S. Holders of Unsecured Notes who make a valid Equity
Election generally will not recognize any gain or loss as a result
of such exchange (except to the extent of any New Common Shares
allocable to accrued and unpaid interest) and will have a holding
period for the New Common Shares (except to the extent allocable
to accrued and unpaid interest) that includes its holding period
of the Unsecured Notes.

U.S. Holders of General Unsecured Claims will recognize gain or
loss as described in the Tax Disclosure.

                       About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As of Dec. 31, 2011, the Company had C$737.6 million in total
assets and C$1.35 million in total liabilities.


CENTRAL FEDERAL: Incurs $739,000 Net Loss in First Quarter
----------------------------------------------------------
Central Federal Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $739,000 on $2.01 million of interest and dividend
income for the three months ended March 31, 2012, compared with a
net loss of $1.71 million on $2.64 million of interest and
dividend income for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $241.44
million in total assets, $232.21 million in total liabilities and
$9.22 million in total stockholders' equity.

Eloise L. Mackus, CEO, commented, "We are pleased that the levels
of nonperforming loans, criticized and classified loans, and past
due loans have continued to improve.  These balances decreased by
30%, 10% and 15%, respectively, during the first quarter of 2012.
Since we began our workout efforts in June of 2010, nonperforming
loans and criticized and classified loans decreased 45% and 33%,
respectively.  We remain committed to the continued improvement of
our asset quality."

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

                        http://is.gd/okVsrF

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

Central Federal reported a net loss of $5.42 million in 2011, a
net loss of $6.87 million in 2010, and a net loss of $9.89 million
in 2009.

Following the 2011 results, Crowe Horwath LLP, in Cleveland, Ohio,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The Company's auditors noted that
the Holding Company and its wholly owned subsidiary (CFBank) are
operating under regulatory orders that require among other items,
higher levels of regulatory capital at CFBank.  The Company has
suffered significant recurring net losses, primarily from higher
provisions for loan losses and expenses associated with the
administration and disposition of nonperforming assets at CFBank.
These losses have adversely impacted capital at CFBank and
liquidity at the Holding Company.  At Dec. 31, 2011, regulatory
capital at CFBank was below the amount specified in the regulatory
order.  Failure to raise capital to the amount specified in the
regulatory order and otherwise comply with the regulatory orders
may result in additional enforcement actions or receivership of
CFBank.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011 required date.


CENTRAL PACIFIC: Solid Capital Level Cues Fitch to Upgrade Ratings
------------------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating
(IDR) of Central Pacific Corp. (CPF) and its banking subsidiary,
Central Pacific (CPB), to 'BB-' from 'B+' due to solid capital
levels for its rating, improving asset quality trends, and a
resilient local economy.  The Rating Outlook is Stable.

CPF's ratings upgrade reflects its sustained enhanced capital
levels that help to mitigate declining but still elevated non-
performing assets (NPAs).  Its tangible common equity ratio of
10.6% at 1Q'12 relative to its credit risk profile is consistent
with other 'BB-' rated companies. CPF's ratio of non-performing
loans to tangible common equity and reserves stood at 35% at 1Q12.

CPB is still subject to an eight percent minimum Tier 1 Leverage
ratio pursuant to a Memorandum of Understanding (MOU) with
regulators, which is easily satisfied by the 13.3% Tier 1 Leverage
ratio at the bank.  Despite elevated capital levels, CPF cannot
pay dividends until it receives regulatory approval due to the
MOU.

CPF realized significant declines in year over year NPAs, net
charge-offs (NCOs), and NPL inflows.  Management continues to de-
risk its balance sheet by significantly reducing exposure to both
construction and development loans and California real estate.
Although problem credits are still higher than historical
averages, credit risk improved enough for the company to take five
consecutive negative quarterly loss provisions despite being under
a MOU with state and federal regulators.  Remaining loan loss
reserves represent 70 percent of impaired loans, which is slightly
better than other similarly rated companies.

Earnings have improved but remain weak. Pre-provision net income
was negative in 2011 due to non-recurring charges, but rose to
$8.5 million in the first quarter of 2012.  Earnings have been
augmented by negative credit loss provisions over the past five
quarters.  Additionally, CPF realized $9.9 million in income in
2011 from deferred tax asset (DTA) reserve releases.  Fitch
expects CPF to continue to release DTA reserves during 2012 due to
improving asset quality. This should lead to positive earnings in
2012.

CPF, whose bank branches are located in Hawaii, should benefit
from the relative strength of the local economy compared to the
U.S. economy.  For the past decade, Hawaii's unemployment rate has
been approximately 200bps lower than U.S. unemployment rate.
Similarly, mortgage delinquencies have trailed U.S. mortgage
delinquency rates by approximately 200bps.  When coupled with
favorable trends in tourism, this should benefit future
profitability.

U.S. Treasury sold remaining common stock held in CPF which exited
the Troubled Assets Relief Program (TARP) during in 2012.  The
U.S. Treasury procured the common stock in February 2011 when they
exchanged preferred stock and unpaid dividends for common stock
upon the completion of CPF's $325 million capital raise.

Continued improvement in asset quality metrics, core earnings and
payment of preferred dividends in arrears could result in positive
ratings momentum for CPF.  However, in the near term, the level
and trend of core earnings could be difficult to overcome due to
weak efficiency ratios.  Deteriorating asset quality trends or a
significant economic slowdown in Hawaii could negatively pressure
CPF's current ratings.

The ratings on CPF's trust preferred securities remain at 'C'
given that these issues remain in deferral status.  Until CPF
begins to pay dividends on its trust preferred securities and the
deferred dividends are brought current, the ratings on these
issues will remain at 'C'.

Central Pacific Financial Corp., a Hawaii based bank holding
company, is a $4.2 billion FDIC insured bank.  The bank and its
subsidiaries offers full-service commercial banking with 34 bank
branches and 120 ATMs located throughout the Hawaii.

Fitch rates Central Pacific Financial Corp as follows:

  -- Long-term Issuer Default Rating (IDR) upgraded to 'BB-' from
     'B+'; Outlook Stable;
  -- Short-term IDR affirmed 'B';
  -- Viability rating upgraded to 'bb-' from 'b+';
  -- Support Rating Floor affirmed at 'NF';
  -- Support affirmed at '5'.

Central Pacific Bank

  -- Long-term IDR upgraded to 'BB-' from 'B+'; Outlook Stable;
  -- Long-term deposits upgraded to 'BB' from 'BB-/RR3';
  -- Short-term IDR affirmed at 'B';
  -- Short-term deposits affirmed at 'B';
  -- Viability rating upgraded to 'bb-' from 'b+';
  -- Support Rating Floor affirmed at 'NF';
  -- Support Rating affirmed at '5'.


CPB Capital Trust I, II & IV
CPB Statutory Trust III & V

  -- Trust Preferred Securities affirmed at 'C' (formerly C/RR6).


CHIQUITA BRANDS: Moody's Changes Rating Outlook to Negative
-----------------------------------------------------------
Moody's Investors Service has changed its outlook for Chiquita
Brands International, Inc. to negative from stable and has
affirmed its B2 corporate family rating (CFR). Concurrently,
Moody's lowered the ratings on Chiquita Brands LLC's (a wholly
owned operating subsidiary of Chiquita Brands International, Inc.,
collectively Chiquita) senior secured credit facility to Ba3 from
Ba2. The change in outlook to negative reflects Moody's view that
weakness in both of Chiquita's bananas and salads and healthy
snacks segments will persist resulting in the weakening of its
earnings and cash flows and an increase in leverage.

As a result of its increasing leverage profile, Chiquita recently
announced plans to renegotiate its bank covenants with lenders.
Moody's estimates that without covenant relief, Chiquita may not
be in compliance with its leverage covenant as early as the second
or third quarter of 2012, absent incremental debt reduction. The
negative outlook incorporates Moody's view that Chiquita will
execute an amendment in the second quarter to increase covenant
headroom and will maintain access to its $150 million revolving
credit facility, prospectively.

The following ratings have been affirmed at Chiquita Brands
International, Inc.:

Corporate family rating at B2;

Probability of default rating at B2; and

$106 million 7.5% senior notes due 2014 at Caa1 (LGD5, 88%).

The following ratings have been lowered at Chiquita Brands LLC:

$150 million senior secured revolver due 2016 to Ba3 (LGD2, 23%)
from Ba2 (LGD2, 20%); and

$321 million senior secured term loan due 2016 to Ba3 (LGD2,
23%) from Ba2 (LGD2, 20%).

Ratings Rationale

The negative outlook reflects Moody's view that Chiquita's
leverage will rise above 6.5x (on a Moody's adjusted basis) as
earnings continue to fall in 2012 due to weak banana prices in
both North America and Europe, headwinds from foreign currency and
higher fuel costs. In addition, Moody's anticipates that further
volume declines in Chiquita's value-added salad business and its
headquarters relocation will compound the earnings pressure driven
by the banana business this year. Moody's anticipates that
Chiquita's cash flows will be constrained due to the decline in
earings and upfront investment associated with its headquarters
relocation.

The B2 CFR incorporates Chiquita's high financial leverage, 6.0x
at March 31, 2012, ongoing business volatility and certain
litigation exposures. Further, the rating is constrained by
Chiquita's exposure to sharp performance fluctuations due to the
commodity-like nature of its banana and value-added salad products
as well as external factors including fuel prices, weather, crop
infestation and local government policies. These factors are
mitigated, in part, by the company's adequate liquidity profile,
albeit weaker than Moody's expectations given Moody's current view
with regard to covenant compliance absent an amendment. In
addition, Chiquita's modest product and geographic diversification
and well-established brands, namely Chiquita and Fresh Express,
generally support its ratngs.

The downgrade of the senior secured credit facility to Ba3 from
Ba2 reflects its increased proportion in the capital structure
following the company's redemption of a portion of its unsecured
notes in 2011.

Moody's would likely downgrade Chiquita's ratings if they were
unable to execute an amendment that provides adequate covenant
headroom or lost access to its revolver due to covenant
constraints. Further, the ratings could be downgraded if
Chiquita's performance continues to deteriorate resulting in
leverage remaining at elevated levels for several quarters or a
weakened liquidity profile driven by an inability to generate cash
flows. Debt-to-EBITDA maintained at or above 6.5x could result in
a ratings downgrade, particularly if liquidity remains a challenge
for the business.

A ratings upgrade is unlikely prior to Chiquita demonstrating the
ability to operate with leverage below 4.0x for an extended period
while maintaining a good liquidity profile. The outlook could
stabilize if Chiquita were to stem volume losses in its value-
added salad business and restore earnings growth in its banana
businesses such that earnings began to rebound and Chiquita
generated free cash flow on a sustainable basis.

The principal methodology used in rating Chiquita was the Global
Food - Protein and Agriculture 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.

Chiquita, based in Cincinnati, Ohio, is a leading international
marketer and distributor of bananas and other fresh produce in
over 70 countries and a producer of packaged salads under the
Fresh Express brand name primarily in the United States. Total
sales for the last twelve months ending March 31, 2012 were $3.1
billion.


CLIFFS CLUB: Has Until Sept. 25 to Decide on Unexpired Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
extended until Sept. 25, 2012, The Cliffs Club & Hospitality
Group, Inc., et al.'s time to assume or reject unexpired
nonresidential real property leases under which any of the Debtors
is a lessee.

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

                         About Cliffs Club

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

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

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

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

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

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

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

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


CLIFFS CLUB: Has Deal Extending Plan Deadline Until May 22
----------------------------------------------------------
The Cliffs Club & Hospitality Group, Inc., et al., ask the U.S.
Bankruptcy Court for the District of South Carolina to approve a
stipulation extending until May 22, 2012, their time to file a
Disclosure Statement and Plan of Reorganization.

The stipulation was entered among the Debtors, Wells Fargo Bnk,
National Association, in its capacity as indenture trustee and
collateral trustee; Carlile Development Company, LLC, the DIP
lender; SP 50 Investments LTD, the prepetition bridge lender;
Carlile Development Group, the stalking horse bidder; Steve and
Penny Carlile of marshall, Texas; and Cliffs Club Partners, LLC,
along with Silver Sun, LLC; SunTx Urbana GP I, LP; Arendale
Holdings Corp., and Carlile Cliffs Investment, LLC, and their
agents, affiliates and assigns.

Pursuant to the stipulation:

   -- the filing of the disclosure statement after the previous
      deadline of May 13, will not be deemed to be an event of
      default in the DIP financing order, termination event, or
      otherwise a breach or violation in any manner of the cash
      collateral order, DIP financing order, bidding procedures or
      any other orders, documents or agreements; and

   -- all parties reserve all other rights with respect to the
      disclosure statement and proposed plan.

                         About Cliffs Club

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

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

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

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

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

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

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

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


COATES INTERNATIONAL: Incurs $1.4 Million Net Loss in Q1
--------------------------------------------------------
Coates International, Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.39 million on $4,800 of total revenues for the
three months ended March 31, 2012, compared with a net loss of
$543,269 on $0 of total revenues for the same period during the
prior year.

Coates reported a net loss of $2.99 million in 2011, compared with
a net loss of $1.05 million in 2010.

The Company's balance sheet at March 31, 2012, showed $2.72
million in total assets, $4.69 million in total liabilities and a
$1.97 million total stockholders' deficiency.

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

                        http://is.gd/OnHYQQ

                     About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.

For 2011, Meyler & Company, LLC, in Middletown, New Jersey,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independed auditors noted that
the Company continues to have negative cash flows from operations,
recurring losses from operations, and a stockholders' deficiency.


COMMUNITY FIRST: Reports $1.7 Million Net Income in 1st Quarter
---------------------------------------------------------------
Community First, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.76 million on $6.28 million of total interest income for the
three months ended March 31, 2012, compared with a net loss of
$469,000 on $7.74 million of total interest income for the same
period a year ago.

The Company's balance sheet at March 31, 2012, showed $583.77
million in total assets, $572.78 million in total liabilities and
$10.99 million in total shareholders' equity.

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

                        http://is.gd/KK0pJt

                       About Community First

Columbia, Tennessee-based Community First, Inc., is a registered
bank holding company under the Bank Holding Company Act of 1956,
as amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  An
application for the bank holding company was approved by the
Federal Reserve Bank of Atlanta (the "FRB") on Aug. 6, 2002.  The
Company was incorporated under the laws of the State of Tennessee
as a Tennessee corporation on April 9, 2002.

After auditing the Company's 2011 results, Crowe Horwath LLP, in
Brentwood, Tennessee, expressed substantial doubt about Community
First's ability to continue as a going concern.  The independent
auditors noted that the Company's bank subsidiary, Community First
Bank & Trust, is not in compliance with a regulatory enforcement
action issued by its primary federal regulator requiring, among
other things, a minimum Tier 1 Leverage capital ratio at the Bank
of not less than 8.5%, a minimum Tier 1 capital to risk-weighted
assets ratio of not less than 10.0% and a minimum Total capital to
risk-weighted assets ratio of not less than 12.0%.  "The Bank's
Tier 1 Leverage capital ratio was 4.92%, its Tier 1 capital to
risk-weighted assets ratio was 7.22% and its Total-capital to risk
weighted assets ratio was 8.51% at Dec. 31, 2011.  Continued
failure to comply with the regulatory enforcement action may
result in additional adverse regulatory action."

The Company reported a net loss of $15.0 million on $19.6 million
of net interest income (before provision for loan losses) in 2011,
compared with a net loss of  $18.2 million on $21.0 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $3.4 million for 2011, compared with
$4.7 million for 2010.


CONCORD CAMERA: Board OKs Liquidating Distribution of Shares
------------------------------------------------------------
Concord Camera Corp.'s board of directors approved a liquidating
distribution of $0.20 per share to the shareholders of record at
the close of business on May 11, 2009, in accordance with the
previously announced plan of dissolution and liquidation.

In accordance with the Plan of Liquidation, the Company's stock
transfer books were closed at the close of business on May 11,
2009, and no transfers of its common stock were recorded after
that time.  The Company currently anticipates that payment of the
liquidating distribution will be made in May 2012 and shareholders
of record on the Record Date will receive a communication from the
Company's stock transfer agent in May 2012 regarding the
distribution.  The timing and amounts of any future distributions,
if any, will be determined by the Company's Board of Directors in
accordance with the Plan of Liquidation.  There can be no
assurance that there will be any future distributions.

Concord's shareholders approved the Plan of Dissolution and
Liquidation of the company at the annual meeting on Dec. 18, 2008.
The Plan of Liquidation contemplates an orderly wind down of the
Concord Camera's business and operations, the monetization of the
company's non-cash assets, the satisfaction or settlement of its
remaining liabilities and obligations and one or more
distributions to its shareholders.

                       About Concord Camera

Headquartered in Hollywood, Florida, Concord Camera Corp.
(NASDAQ:LENS) -- http://www.concord-camera.com/-- through its
subsidiaries, provides easy-to-use 35mm single-use and traditional
film cameras.  Concord markets and sells its cameras on a private-
label basis and under the POLAROID and POLAROID FUNSHOOTER brands
through in-house sales and marketing personnel and independent
sales representatives.  The POLAROID trademark is owned by
Polaroid Corporation and is used by Concord under license from
Polaroid.


CONTRACT RESEARCH: Auction Cancelled; Lenders to Take Over
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Contract Research Solutions Inc. attracted no bids to
compete with the offer from secured lenders to buy the business in
exchange for debt.  As a result, the May 11 auction was canceled.
The hearing for approval of the sale was set for May 17.

According to the report, selling the business without opposition
from the unsecured creditors' committee was made possible by a
settlement approved last week.  It carves out $1.5 million for
payment to holders of unsecured claims or other uses the committee
finds necessary.  The settlement provides that the lenders won't
use their secured deficiency claims to take any part of the
$1.5 million. The company said that the settlement will give some
recovery to unsecured creditors even though secured lenders are
"not likely to be paid in full" by taking ownership.

                           About Cetero

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

Cetero plans to sell the business, including their rights to
pursue avoidance actions, to first-lien secured lenders in
exchange for $50 million in debt, absent higher and better offers.
Cetero has filed a motion seeking approval of procedures that will
govern the bidding and auction.  The first-lien lenders have
formed entities that will acquire the business -- CSRI Holdings
LLC, as U.S. Purchaser, and 0935867 B.C. Ltd and 0935870 B.C. Ltd,
as Canadian Purchasers.  Together, they will serve as stalking
horse bidders and have offered to exchange $50 million in secured
debt and assume $30 million in liabilities to buy the assets.
First lien lenders are also providing a $15 million loan to
finance the Chapter 11 effort.

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

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

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

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

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


CONVERTED ORGANICS: Swings to $2.9 Million Net Income in Q1
-----------------------------------------------------------
Converted Organics Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $2.96 million on $400,989 of revenue for the three
months ended March 31, 2012, compared with a net loss of $1.84
million on $739,176 of revenue for the same period during the
prior year.

Converted Organics reported a net loss of $17.98 million in 2011,
compared with a net loss of $47.81 million in 2010.

The Company's balance sheet at March 31, 2012, showed $7.18
million in total assets, $6.81 million in total liabilities and
$367,679 in total stockholders' equity.

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

                        http://is.gd/PDqrIq

                     About Converted Organics

Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses.  Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.

After auditing the 2011 results, Moody, Famiglietti & Andronico,
LLP, noted that the Company has suffered recurring losses and
negative cash flows from operations and has an accumulated deficit
that raises substantial doubt about its ability to continue as a
going concern.


DAIS ANALYTIC: Lowers Net Loss to $18,400 Net Loss in Q1
--------------------------------------------------------
Dais Analytic Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $18,383 on $1.03 million of revenue for the three
months ended March 31, 2012, compared with a net loss of $3.28
million on $858,694 of revenue for the same period during the
prior year.

The Company reported a net loss of $2.33 million in 2011,
compared with a net loss of $1.43 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.56
million in total assets, $6.44 million in total liabilities and a
$4.87 million total stockholders' deficit.

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

                       http://is.gd/7sYAYC

                      About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

IN its report on the financial statements for 2011, Cross,
Fernandez & Riley LLP, in Orlando, Florida, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
significant losses since inception and has a working capital
deficit and stockholders' deficit of $3.22 million and
$4.90 million at Dec. 31, 2011.


DELPHI FIN'L: Moody's Lifts Sub. Debt Shelf Rating From '(P)Ba1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the senior debt rating of
Delphi Financial Group, Inc. to Baa2 from Baa3 and the insurance
financial strength (IFS) ratings of DFG's wholly-owned operating
companies, Reliance Standard Life Insurance Company (Reliance
Standard) and Safety National Casualty Corporation (Safety
National) to A2 from A3, upon the completion of the acquisition of
Delphi for $2.7 billion by Tokio Marine Holdings, Inc. (Tokio
Marine: ultimate parent of Tokio Marine & Nichido Fire Insurance
Co., Ltd, IFS at Aa3, stable). In addition, all other outstanding
debt ratings of Delphi Financial Group have been upgraded by one
notch (see list below). The outlook on Delphi and its subsidiaries
is stable. The rating action concludes a review that was initiated
on December 21, 2011, upon the announcement of a definitive
agreement of the proposed transaction between Tokio Marine and
Delphi.

Ratings Rationale

Commenting on the upgrade of Delphi's and its affiliates' ratings,
Moody's said that the acquisition provides Delphi and its
subsidiaries the benefits of being part of the larger Tokio Marine
group, with greater financial resources and stronger credit
profile. Vice President, Neil Strauss, added, "We view the
transaction as positive to Delphi's life and property casualty
operations in terms of strengthening their financial flexibility
and risk management."

The rating agency said that the upgrade of Reliance Standard's and
Safety National's IFS ratings incorporates the benefit of implicit
support from Tokio Marine, whose financial profile reflects strong
capital and liquidity resources. The companies' A2 IFS ratings
incorporate one notch of uplift from their standalone credit
profiles. While the one notch of uplift recognizes the benefits of
financial support from Tokio Marine, the credit for uplift is
tempered by Moody's view that (1) Delphi companies are relatively
small compared to Tokio Marine, (2) Delphi companies are niche
insurers not necessarily aligned with new parents' product
strategy and (3) Delphi will not be fully integrated
operationally, structurally or brand-wise for the foreseeable
future.

Reliance Standard Life Insurance Company

Moody's commented that the A2 IFS rating on Reliance Standard
reflects -- in addition to the benefit of parental support -- the
company's established position in the group employee benefits
market. Reliance Standard is well positioned in the small-to-
medium size case group employee benefits market and its solid
underwriting discipline is demonstrated by its consistently
favorable combined ratio for this business. In addition,
capitalization is good on a risk-adjusted basis and liquidity is
strong. The rating agency added that the company's strong
financial profile is partially offset by its modest overall market
presence and limited diversification among insurance products and
distribution as compared to other A-rated life insurance
companies.

Safety National Casualty Corporation

Moody's commented that Safety National's A2 IFS rating reflects
-- in addition to the benefit of parental support -- its presence
in the excess workers' compensation market, where the company has
a market share of approximately 30%. The company also benefits
from a high level of management expertise and experience within
its chosen niche, a good earnings track record, and good quality
investment portfolio. These strengths are offset by the
fundamental characteristics of the excess workers' compensation
market, which has a high risk profile owing to its very long loss
payout patterns and high degree of volatility in results. Because
of the inherent challenge in accurately estimating loss reserves
at Safety National, Moody's expects that the company will maintain
a significant capital buffer in the form of readily available
liquid assets at its parent company, Delphi Financial Group.

Delphi Financial Group

Moody's stated that the Baa2 senior debt rating of the holding
company, Delphi, is notched down from the A2 IFS ratings of its
principal operating subsidiaries, Reliance Standard and Safety
National, by 3 notches, which is the standard notching treatment.
Though the two primary subsidiaries are in differing business
lines, Moody's does not give diversification credit to narrow the
notching as Moody's believes that the group's excess workers'
compensation insurance and group disability insurance have similar
business and economic characteristics, and thus could potentially
have reasonable levels of correlation, particularly in a tail
event.

Ratings Drivers

Moody's said the following could lead to an upgrade of Delphi's
ratings: (1) Tokio Marine provides explicit support for Delphi;
(2) upgrade of the IFS rating of Reliance Standard Life Insurance
Company, and/or Safety National Casualty Corp. Conversely, the
following could lead to a downgrade of Delphi's ratings: (1)
reduction in support from Tokio Marine; (2) downgrade of the
rating of Tokio Marine and its affiliates; (3) downgrade of the
rating of Reliance Standard Life Insurance Company, and/or Safety
National Casualty Corp.

The following could lead to an upgrade of Reliance Standard's
rating: (1) Tokio Marine provides explicit support; (2) NAIC RBC
ratio sustained at the 425% level; and (3) significant
diversification among lines of business and distribution. The
following could lead to a downgrade of Reliance Standard's rating:
(1) a reduction in support from Tokio Marine; (2) downgrade of
Tokio Marine; (3) NAIC RBC ratio maintained below 300%; (4) return
on surplus below 5%.

Moody's noted that Safety National's business profile as an excess
workers' compensation company somewhat limits its intrinsic rating
at the current level, given the mono-line nature of the company,
its very long loss payout pattern, and the high severity, low
frequency characteristics of its business. However, the following
could lead to an upgrade of Safety National's rating: Tokio Marine
provides explicit support. The following could lead to a downgrade
of Safety National's rating: (1) a reduction in support from Tokio
Marine; (2) downgrade of Tokio Marine; (3) gross underwriting
leverage greater than 4x; (4) adverse reserve development greater
than 7% of prior year reserve; (5) sudden losses amounting to more
than 15% of surplus; (6) return on surplus below 5%.

The following ratings have been upgraded, with a stable outlook:

Delphi Financial Group, Inc. -- senior unsecured debt to Baa2 from
Baa3, junior subordinate debt to Baa3(hyb) from Ba1(hyb);
provisional senior debt shelf to (P)Baa2 from (P)Baa3; provisional
subordinated debt shelf to (P)Baa3 from (P)Ba1; provisional
preferred shelf to (P)Ba1 from (P)Ba2;

Reliance Standard Life Insurance Company -- insurance financial
strength rating to A2 from A3;

Safety National Casualty Corp. -- insurance financial strength
rating to A2 from A3.

Delphi Financial Group, Inc. has its operations headquartered in
New York, NY. As of March 31, 2012, it held $9.1 billion in assets
and shareholders' equity was $1.9 billion.

Reliance Standard Life insurance Co., headquartered in
Philadelphia, PA, reported total assets of $4.6 billion and
statutory policyholders' surplus of $466 million as of Dec. 31,
2011.

Safety National Casualty Corporation, headquartered in St. Louis,
MO, reported total assets of $2.9 billion and statutory
policyholders' surplus of $844 million as of Dec. 31, 2011.

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

The methodologies used in this rating were Moody's Global Rating
Methodology for Property and Casualty Insurers published in
May 2010, and Moody's Global Rating Methodology for Life Insurers
published in May 2010.


DELTA PETROLEUM: Must Try Again to Stop Shareholder Class Suit
--------------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that a group
of Delta Petroleum's securities investors, who say the company's
stock traded at artificially high prices, have been given the go-
ahead by the bankruptcy court to proceed with a lawsuit against
Delta Petroleum's top executives.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Delta Petroleum Corp. was rebuffed by the bankruptcy judge
in the company's first effort at halting a shareholders' class-
action lawsuit commenced against officers and directors in April.

According to the report, the bankruptcy judge in Delaware found
the request procedurally defective.  The judge will consider
stopping the lawsuit if Delta files a new set of papers in the
form of a lawsuit filed in bankruptcy court.

The class suit, the report relates, seeks damages from directors
and officers on behalf of those who purchased stock between
November 2009 and November 2010.  The company contends the suit
should be stopped because it's a distraction for executives who
must devote their energies to the bankruptcy process.

Chapter 11 automatically halts lawsuits only against the bankrupt
company.  To stop suits against non-bankrupt individuals or
companies, specific requests must be made to the bankruptcy judge.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

The U.S. Trustee told the bankruptcy judge that there was
insufficient interest from creditors to form an official committee
of unsecured creditors.

Laramie Energy II LLC has been approved by the Court to serve as
the sponsor for Delta's reorganization plan.


DELTATHREE INC: Swings to $542,000 Net Loss in First Quarter
------------------------------------------------------------
deltathree, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $542,000 on $2.84 million of revenue for the three months ended
March 31, 2012, compared with net income of $28,000 on $3.78
million of revenue for the same period during the prior year.

The Company reported a net loss of $3.05 million in 2011, a net
loss of $2.49 million in 2010, and a net loss of $3.19 million in
2009.

The Company's balance sheet at March 31, 2012, showed $1.86
million in total assets, $6.80 million in total liabilities and a
$4.93 million in total stockholders' deficiency.

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

                        http://is.gd/xnqMuw

                         About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

After auditing the 2011 results, Brightman Almagor Zohar & Co.,
noted that Company's recurring losses from operations and
deficiency in stockholders' equity raise substantial doubt about
its ability to continue as a going concern.

                         Bankruptcy Warning

The Company disclosed in its annual report for the period ended
Dec. 31, 2011, that in view of its current cash resources,
nondiscretionary expenses, debt and near term debt service
obligations, the Company may begin to explore all strategic
alternatives available to it, including, but not limited to, a
sale or merger of the Company, a sale of its assets,
recapitalization, partnership, debt or equity financing, voluntary
deregistration of its securities, financial reorganization,
liquidation or ceasing operations.  In the event that it is unable
to secure additional funding, the Company may determine that it is
in its best interests to voluntarily seek relief under Chapter 11
of the U.S. Bankruptcy Code.  Seeking relief under the U.S.
Bankruptcy Code, even if the Company is able to emerge quickly
from Chapter 11 protection, could have a material adverse effect
on the relationships between the Company and its existing and
potential customers, employees, and others.  Further, if the
Company was unable to implement a successful plan of
reorganization, the Company might be forced to liquidate under
Chapter 7 of the U.S. Bankruptcy Code.


DEWEY & LEBOEUF: PBGC OKs Transfer of Warsaw Unit to Greenberg
--------------------------------------------------------------
Jennifer Smith, writing for Dow Jones' Daily Bankruptcy Review,
reports that pension regulators approved the transfer on Monday of
Dewey & LeBoeuf LLP's Warsaw office to Greenberg Traurig LLP.  The
regulators released Greenberg and other parties from liability for
Dewey's pensions, the report says, citing a person familiar with
the transaction.

DBR also reports Pension Benefit Guaranty Corp. sued Dewey on
Monday.  The agency gave notice last week that it wanted to take
over three of Dewey's pension plans -- the Dewey & LeBouef LLP
Cash Balance Retirement Plan, the Dewey & LeBoeuf LLP Pension Plan
and the Dewey & LeBoeuf 2007 Partners Cash Balance Plan -- which
the agency says are underfunded by $80 million and at risk.

DBR, citing court documents and people familiar with the matter,
relates PBGC's move to take over Dewey's pensions, which cover
1,776 people, was prompted in part by a phone call with the firm
last week.  During that call regulators learned the firm planned
to sell off two or three affiliates -- most likely overseas
offices -- for an estimated $7.2 to $9.7 million.

The report notes those entities are not beholden to Dewey's
secured lenders, but are partly responsible for funding the
pensions.  The agency is concerned the sale would make it harder
for PBGC to recover money for the shortfall.

DBR says a PBGC spokesman declined to comment on whether the
entities included the firm's Poland office, which was taken over
this week by law firm Greenberg Traurig LLP. The firm was not
immediately available for comment.

The suit by pension regulators seeks to terminate the three Dewey
plans, set May 11 as the official termination date, and appoint
PBGC as the plans' trustee.  The law firm has 21 days to respond
from the time it received the complaint, a PBGC spokesman said.


DIALOGIC INC: Tennenbaum Discloses 19.9% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Tennenbaum Capital Partners, LLC, disclosed
that, as of May 10, 2012, it beneficially owns 7,356,748 shares of
common stock of Dialogic Inc. representing 19.99% of the shares
outstanding.

Tennenbaum previously reported beneficial ownership of 7,331,398
common shares or a 19.99% equity stake as of April 11, 2012.

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

                        http://is.gd/NyFr15

                           About Dialogic

Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

The Company reported a net loss of $54.81 million in 2011,
compared with a net loss of $46.71 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $163.34
million in total assets, $178.77 million in total liabilities and
a $15.43 million total stockholders' deficit.

                         Bankruptcy Warning

The Company said in its 2011 annual report that in the event of an
acceleration of the Company's obligations under the Term Loan
Agreement or Revolving Credit Agreement and its failure to pay the
amounts that would then become due, the Revolving Credit Lender or
Term Lenders could seek to foreclose on the Company's assets.  As
a result of this, or if the Company's stockholders do not approve
the Private Placement and the Notes become due and payable, the
Company would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code or the Company's affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, the Company could seek to
reorganize its business, or the Company or a trustee appointed by
the court could be required to liquidate the Company's assets.


DYNEGY INC: Levi & Korsinky Commences Suit for Investors
--------------------------------------------------------
Levi & Korsinsky disclosed that a class action lawsuit has been
commenced in the United States District Court for the Southern
District of New York on behalf of investors who purchased Dynegy
Inc. stock between Sept. 2, 2011 and March 9, 2012.

The complaint alleges that defendants made materially false and
misleading statements and failed to disclose materially adverse
information about the Company's business and operations.  In
particular, the complaint alleges that the Company knew or
recklessly failed to inform investors that Dynegy's wholly-owned
subsidiary fraudulently transferred direct ownership in one of
Dynegy's indirectly owned subsidiaries to the Company.

On March 9, 2012, a bankruptcy-court examiner disclosed that
Dynegy improperly acquired direct ownership of the indirectly
owned subsidiary through a fraudulent transfer.  According to an
article in The Wall Street Journal, this "asset reshuffling"
specifically "benefited billionaire Carl Icahn and other
shareholders at the expense of creditors."  Upon this news, Dynegy
stock fell approximately 35% below the closing price of the
previous day.

If you suffered a loss in Dynegy you have until May 29, 2012 to
request that the Court appoint you as lead plaintiff.  Your
ability to share in any recovery doesn't require that you serve as
a lead plaintiff. To obtain additional information, contact Joseph
E. Levi, Esq. either via email at jlevi@zlk.com or by telephone at
(877) 363-5972, or visit http://www.zlk.com.

Levi & Korsinsky is a national firm with offices in New York and
Washington D.C. The firm has extensive expertise in prosecuting
securities litigation involving financial fraud, representing
investors throughout the nation in securities and shareholder
lawsuits.

                         About Dynegy Inc.

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

In August, Dynegy implemented an internal restructuring that
created two units, one owning eight primarily natural gas-fired
power generation facilities and another owning six coal-fired
plants.

Dynegy missed a $43.8 million interest payment Nov. 1, 2011, and
said it was discussing options for managing its debt load with
certain bondholders.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) Nov. 7 to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.

Dynegy Holdings disclosed assets of $13.77 billion and debt of
$6.18 billion, while Roseton LLC and Dynegy Danskammer LLC each
estimated $100 million to $500 million in assets and debt.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.

Dynegy was advised by Lazard Freres & Co. LLC and the Debtor
Entities' financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors has tapped Akin Gump
Strauss Hauer & Feld LLP as counsel nunc pro tunc to November 16,
2011.

Bankruptcy Creditors' Service, Inc., publishes DYNEGY BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by affiliates of Dynegy Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


EASTMAN KODAK: Sells British Special Effects Business
-----------------------------------------------------
Eastman Kodak CO. is selling off Cinesite Ltd. to the special
effects company's management team and to private equity firm
Endless LLP, according to a report by Democrat and Chronicle.

The U.K.-based Cinesite sale joins a growing list of operations
which Eastman Kodak has exited since filing for bankruptcy
protection, including its Kodak Gallery photo online service, and
its digital capture business of point-and-shoot cameras and
pocket video cameras.

Cinesite has done special effects for such television series as
Band of Brothers and Rome and such motion pictures as X-Men:
First Class and the Harry Potter series.

The British special effects company said its goal now is to
expand its service offerings and the territories in which it
operates, Democrat and Chronicle reported.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: P. Jotwani Resigns as Consumer Business Head
-----------------------------------------------------------
Eastman Kodak Company announced that Pradeep Jotwani, President of
the Consumer Business, Chief Marketing Officer, and Senior Vice
President, will resign from the Company, effective May 31.

"We are grateful to Pradeep for his contributions in leading our
Consumer Business and our brand management through a period of
transformation, and we wish him well in his new endeavors.  Even
under the circumstances of the last several months, our Consumer
Segment has continued to improve performance, and the Kodak brand
remains extremely strong," said Antonio M. Perez, Chairman and
Chief Executive Officer.

Laura Quatela, who was elected President and Chief Operating
Officer on January 1, 2012, overseeing the Consumer Business and
corporate functions, will assume direct responsibility for
leadership of the Consumer Business.  The Marketing function has
already been realigned along business segment lines to increase
efficiency, reporting to Consumer and Commercial, respectively.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Has $366 Million Net Loss in First Quarter
---------------------------------------------------------
Eastman Kodak Company said on April 27 that its strategy of
focusing on its most profitable businesses and strengthened cost
controls resulted in profitability improvements in both of its
business segments during the quarter and an increased cash
balance at the end of the quarter.

Selling, General and Administrative (SG&A) expenses decreased by
$84 million compared to the first quarter of 2011, as Kodak
reduced its investment in unprofitable business lines and
consolidated into two business segments -- Commercial and
Consumer.  Kodak's liquidity improved, ending the first quarter
with a cash balance of $1.4 billion, up $500 million from year-
end 2011, as a result of $600 million in net new financing,
utilization of the Chapter 11 process, and reduced year-over-year
cash usage for continuing operations.

"During the quarter, we took decisive steps -- including filing
for Chapter 11 and exiting unprofitable businesses -- to
accelerate our transformation and emerge in 2013 as a profitable,
sustainable business," said Antonio M. Perez, Chairman and Chief
Executive Officer.  "As a result, during the quarter we saw
improved profitability of our Commercial and Consumer business
segments.  We will continue to exploit our competitive advantage
at the intersection of materials science, digital imaging, and
deposition technologies.  Our commercial and consumer products
and services continue to offer unique technologies and market-
leading value propositions."

"With the support of our valuable suppliers, we continued to
serve our customers with the same high-quality products and
services that they have come to expect from Kodak.  As
demonstrated by our performance in the first quarter, Kodak's
reorganization is proceeding according to plan.  As we move
forward, we are continuing to make progress in realizing each of
these fundamental objectives in our Chapter 11 filing.  We have
exceptionally talented and dedicated employees, and I am proud of
the way they managed the immediate impact of the filing.  I also
want to extend appreciation to our customers for their continued
loyalty."

Kodak noted that since filing for Chapter 11 reorganization in
January, the company has bolstered its liquidity, and made good
progress in the process of monetizing its non-strategic
intellectual property, right-sizing its legacy liabilities, and
focusing the company on a core set of businesses that most
profitably leverage Kodak's exceptional technology and brand
strengths.

Kodak's revenue of $965 million in the quarter represented a
decline of 27 percent from the same period in the prior year,
reflecting the exit of digital cameras, continued secular decline
of the traditional businesses, and a $61 million reduction in
revenue associated with a tax refund sharing agreement with
intellectual property licensees.  This reduction is the result of
a refund of Korean withholding taxes recorded in the quarter as a
$122 million income tax benefit.

The Consumer Segment's loss improved by $23 million in the first
quarter of 2012 to $164 million from $187 million in the same
period in the prior year.  Excluding the impact of the Korean tax
refund, the Consumer Segment generated an $84 million year-over-
year improvement in profitability.  Driving this improvement were
several factors, including enhanced cost controls, solid revenue
growth in the retail systems solutions business driven by higher
demand for consumables, a 34% increase in consumer inkjet ink
revenues, and the decision to phase out of the digital capture
business.

The profitability of the Commercial Segment modestly improved,
driven by a reduction in operating expenses, with a segment loss
of $64 million.  The improvement in operating expenses was
partially offset by continued decline in the traditional
business, price erosion on plates due to industry overcapacity,
and the slowdown in industry activity prior to the start of the
drupa trade show.

On the basis of GAAP, the company reported a first quarter net
loss of $366 million compared with a net loss of $246 million
from the prior-year quarter.  The results reflect the improvement
in segment profitability discussed above, reorganization costs
associated with the Chapter 11 case, the absence of a gain from
an asset sale in the prior-year quarter, and higher restructuring
charges, partially offset by the tax benefit from the net impact
of the Korean tax refund.

Kodak noted that as of March 31, 2012, it was in compliance with
all covenants under its lender agreements.

"Kodak is focusing on its opportunities, reducing costs, and
fine-tuning the balance between liquidity and growth to enable
the enterprise to emerge from its Chapter 11 restructuring in
2013 as a leaner, stronger, and sustainable business," Mr. Perez
said.

A full-text copy of Kodak's First Quarter 2012 Financial
Results filed on Form 10-Q with the U.S. Securities and Exchange
Commission is available for free at http://is.gd/Y9Tiod

                     Eastman Kodak Company
                         Balance Sheet
                      As of March 31, 2012

ASSETS
Current Assets
Cash and cash equivalents                        $1,361,000,000
Receivables, net                                    968,000,000
Inventories, net                                    676,000,000
Deferred income taxes                                66,000,000
Other current assets                                 82,000,000
                                                 --------------
Total current assets                              3,153,000,000

Property, plant and equipment, net of
  accumulated depreciation of $4,644 and $4,590     844,000,000
Goodwill                                            278,000,000
Other long-term assets                              778,000,000
                                                 --------------
TOTAL ASSETS                                     $5,053,000,000
                                                 ==============

LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities
Accounts payable, trade                            $484,000,000
Short-term borrowings and current portion
  of long-term debt                                  42,000,000
Accrued income and other taxes                       45,000,000
Other current liabilities                         1,043,000,000
                                                 --------------
Total current liabilities                         1,614,000,000

Long-term debt, net of current portion            1,446,000,000
Pension and other postretirement liabilities      1,457,000,000
Other long-term liabilities                         408,000,000
Liabilities subject to compromise                 2,831,000,000
                                                 --------------
Total Liabilities                                 7,756,000,000

Equity (Deficit)
Common stock, $2.50 par value                       978,000,000
Additional paid in capital                        1,104,000,000
Retained earnings                                 3,645,000,000
Accumulated other comprehensive loss             (2,650,000,000)
                                                 --------------
                                                  3,077,000,000
Less: Treasury stock, at cost                    (5,782,000,000)
                                                 --------------
Total Eastman Kodak Company shareholders' deficit(2,705,000,000)
Noncontrolling interests                              2,000,000
                                                 --------------
Total deficit                                    (2,703,000,000)
                                                 --------------
TOTAL LIABILITIES AND DEFICIT                    $5,053,000,000
                                                 ==============

                    Eastman Kodak Company
         Unaudited Consolidated Statement of Operations
           For the Three Months Ended March 31, 2012

Net Sales
Products                                          $841,000,000
Services                                           182,000,000
Licensing & royalties                              (58,000,000)
                                                 --------------
Total net sales                                     965,000,000

Cost of sales
Products                                           777,000,000
Services                                           150,000,000
                                                 --------------
Total cost of sales                                 927,000,000
                                                 --------------
Gross profit                                         38,000,000

Selling, general and administrative expenses        227,000,000
Research and development costs                       66,000,000
Restructuring costs and other                        94,000,000
Other operating expenses (income), net               (1,000,000)
                                                 --------------
Loss from continuing operations before
interest expense, other income (charges), net,
reorganization items, net and income taxes         (348,000,000)

Interest expense (contractual interest of $46)       36,000,000
Loss on early extinguishment of debt, net             7,000,000
Other income (charges), net                           3,000,000
Reorganization items, net                            88,000,000
                                                 --------------
Loss from continuing operations before
income taxes                                       (476,000,000)
Benefit for income taxes                           (110,000,000)
                                                 --------------
Loss from continuing operations                    (366,000,000)

Earnings from discontinued operations, net
of income taxes
                                                 --------------
Net Loss Attributable to Eastman Kodak Co.        ($366,000,000)
                                                 ==============


                     Eastman Kodak Company
         Unaudited Consolidated Statement of Cash Flows
           For the Three Months Ended March 31, 2012

Cash flows from operating activities:
Net loss                                          ($366,000,000)
Adjustments to reconcile to net cash used
in operating activities:
Earnings from discontinued
operations, net of income taxes                              -
Depreciation and amortization                       66,000,000
Gain on sales of businesses/assets                           -
Loss on early extinguishment of debt                 7,000,000
Non-cash restructuring costs, asset
impairments and other charges                                -
Provision for deferred income taxes                 15,000,000
Decrease in receivables                            156,000,000
Increase in inventories                            (61,000,000)
Increase (decrease) in liabilities
excluding borrowings                               129,000,000
Other items, net                                   (14,000,000)
                                                 --------------
Total adjustments                                   298,000,000
Net cash used in continuing operations              (68,000,000)
                                                 --------------
Net cash used in discontinued operations
                                                 --------------
Net cash used in operating activities               (68,000,000)
                                                 --------------
Cash flows from investing activities:
Additions to properties                            (10,000,000)
Proceeds from sales of businesses/assets                     -
Business acquisitions, net of cash acquired                  -
Funding of restricted cash & investment accounts             -
Marketable securities - sales                       28,000,000
Marketable securities - purchases                  (28,000,000)
                                                 --------------
Net cash used in investing activities               (10,000,000)

Cash flows from financing activities:
Proceeds from DIP credit agreement                 686,000,000
Proceeds from other borrowings                               -
Repayment of other borrowings                     (119,000,000)
Debt issuance costs                                (33,000,000)
Proceeds from sale and leaseback transaction        41,000,000
                                                 --------------
Net cash provided by financing activities           575,000,000
                                                 --------------
Effect of exchange rate changes on cash               3,000,000
                                                 --------------
Net increase (decrease) in cash
and cash equivalents                               500,000,000
Cash and cash equivalents, beginning of period      861,000,000
                                                 --------------
Cash and cash equivalents, end of period         $1,361,000,000
                                                 ==============

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EASTMAN KODAK: Court OKs Termination of Orange Barrel Deal
----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved a stipulation
calling for the termination of an agreement between Eastman Kodak
Co. and Orange Barrel Media.

Under the stipulation, Eastman Kodak agreed to pay $120,000 to
Orange Barrel for the termination of their agreement reached
early last month.  The agreement dated April 4 calls for the sale
of Eastman Kodak's lease to its giant digital billboard
overlooking New York's Times Square.

Eastman Kodak chose to terminate the April 4 agreement after it
drew opposition from Clear Channel Spectacolor LLC, which
submitted a better offer to acquire the lease.

A copy of the court-approved stipulation can be accessed for free
at http://bankrupt.com/misc/Kodak_StipOBMMay1.pdf

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Kodak disclosed $5.10 billion in assets and $6.75 billion in
liabilities as of Sept. 30, 2011.  The net book value of all
assets located outside the United States as of Dec. 31, 2011 is
$13.5 million.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.   Kurtzman Carson Consultants LLC is the
claims agent.  A group of second lien lenders are represented by
Akin Gump Strauss Hauer & Feld LLP.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Bankruptcy Creditors' Service, Inc., publishes EASTMAN KODAK
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Eastman Kodak and its affiliates
(http://bankrupt.com/newsstand/or 215/945-7000).


EAU TECHNOLOGIES: Incurs $558,000 Net Loss in First Quarter
-----------------------------------------------------------
EAU Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $557,995 on $75,694 of net revenues for the three
months ended March 31, 2012, compared with a net loss of $700,830
on $630,642 of net revenues for the same period during the prior
year.

The Company's balance sheet at March 31, 2012, showed
$2.17 million in total assets, $6.76 million in total liabilities
and a $4.58 million total stockholders' deficit.

For 2011, HJ & Associates, LLC, 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
has a working capital deficit as well as a deficit in
stockholders' equity.

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

                        http://is.gd/lUhbU7

                      About EAU Technologies

Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of
developing, manufacturing and marketing equipment that uses water
electrolysis to create non-toxic cleaning and disinfecting fluids
for food safety applications as well as dairy drinking water.


EDIETS.COM INC: Incurs $1.1 Million Net Loss in First Quarter
-------------------------------------------------------------
eDiets.com, Inc., reported a net loss of $1.07 million on $7.12
million of total revenues for the three months ended March 31,
2012, compared with a net loss of $383,000 on $6.93 million of
total revenues for the same period during the prior year.

Ediets.com reported a net loss of $4.39 million in 2011, a net
loss of $43.27 million in 2010, and a net loss of $12.06 million
in 2009.

The Company's selected balance sheet data at March 31, 2012,
showed $2.29 million in total assets, $1 million in total debt and
a $2.28 million stockholders' deficit.

"Over the past several months, we have initiated a number of
operational and strategic changes, including strengthening our
management team, implementing significant cost cutting measures,
and introducing a creative marketing strategy that focuses on
eDiets' customer testimonials and weight loss results," said Tom
Connerty, President and CEO, eDiets.com.  "We recognize that a key
component of our success is growing our meal delivery customer
base, and we are sharpening our focus across all touch points to
better serve our customers.  We recently began offering new meal
delivery packages and food options based on feedback from our
customers.  In addition, we reenergized our advertising with the
launch of our first new commercial in nearly two years and new
print and online ad content."


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

                        http://is.gd/jNajwP

                            About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

For 2011, Ernst & Young LLP, in Boca Raton, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses, was not able to meet its
debt obligations in the current year and has a working capital
deficiency.

                        Bankruptcy Warning

The Company said in its 2011 annual report that the continuation
of its business is dependent upon raising additional financial
support.  In light of the Company's results of operations,
management has and intends to continue to evaluate various
possibilities.  These possibilities include: raising additional
capital through the issuance of common or preferred stock,
securities convertible into common stock, or secured or unsecured
debt, selling one or more lines of business, or all or a portion
of the Company's assets, entering into a business combination,
reducing or eliminating operations, liquidating assets, or seeking
relief through a filing under the U.S. Bankruptcy Code.  These
possibilities, to the extent available, may be on terms that
result in significant dilution to the Company's existing
stockholders or that result in the Company"s existing stockholders
losing all of their investment in the Company.


EPAZZ INC: Delays Form 10-Q for First Quarter
---------------------------------------------
Epazz, Inc., has experienced delays in completing its financial
statements for the quarter ended March 31, 2012, as its auditor
has not had sufficient time to review the financial statements for
the quarter ended March 31, 2012.  As a result, the Company is
delayed in filing its Form 10-Q for the quarter ended March 31,
2012.

                          About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.

The Company reported a net loss of $336,862 in 2011, compared with
net income of $120,785 in 2010.

The Company's balance sheet at March 31, 2012, showed $1.03
million in total assets, $1.57 million in total liabilities and a
$536,695 total stockholders' deficit.

In its report on the financial statements for 2011, Lake &
Associates CPA's LLC, in Schaumburg, Illinois, expressed
substantial doubt as to the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a significant accumulated deficit and continues to incur
losses.  The Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.

                         Bankruptcy Warning

The Company said in its 2011 annual report that it cannot be
certain that any financing will be available on acceptable terms,
or at all, and the Company's failure to raise capital when needed
could limit its ability to continue and expand its business.  The
Company intends to overcome the circumstances that impact its
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  The Company's
ability to obtain additional funding for the remainder of the 2012
year and thereafter will determine its ability to continue as a
going concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay the Company's
obligations and supply the Company sufficient funds to continue
its business operations and on favorable terms if and when needed
in the future could have a material adverse effect on its
financial performance, results of operations and stock price and
require the Company to implement cost reduction initiatives and
curtail operations.  Furthermore, additional equity financing may
be dilutive to the holders of the Company's common stock, and debt
financing, if available, may involve restrictive covenants, and
strategic relationships, if necessary to raise additional funds,
and may require that the Company relinquish valuable rights.  In
the event that the Company is unable to repay its current and
long-term obligations as they come due, the Company could be
forced to curtail or abandon its business operations, or file for
bankruptcy protection; the result of which would likely be that
the Company's securities would decline in value or become
worthless.


EPAZZ INC: Swings to $337,000 Net Loss in 2011
----------------------------------------------
Epazz, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$336,862 on $735,972 of revenue for the year ended Dec. 31, 2011,
compared with net income of $120,785 on $705,005 of revenue for
the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$1.03 million in total assets, $1.57 million in total liabilities,
and a $537,000 stockholders' deficit.

Lake & Associates CPA's LLC, in Schaumburg, Illinois, expressed
substantial doubt as to the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a significant accumulated deficit and continues to incur
losses.  The Company's viability is dependent upon its ability to
obtain future financing and the success of its future operations.

                         Bankruptcy Warning

The Company said in the annual report that it cannot be certain
that any such financing will be available on acceptable terms, or
at all, and the Company's failure to raise capital when needed
could limit its ability to continue and expand its business.  The
Company intends to overcome the circumstances that impact its
ability to remain a going concern through a combination of the
commencement of additional revenues, of which there can be no
assurance, with interim cash flow deficiencies being addressed
through additional equity and debt financing.  The Company's
ability to obtain additional funding for the remainder of the 2012
year and thereafter will determine its ability to continue as a
going concern.  There can be no assurances that these plans for
additional financing will be successful.  Failure to secure
additional financing in a timely manner to repay the Company's
obligations and supply the Company sufficient funds to continue
its business operations and on favorable terms if and when needed
in the future could have a material adverse effect on its
financial performance, results of operations and stock price and
require the Company to implement cost reduction initiatives and
curtail operations.  Furthermore, additional equity financing may
be dilutive to the holders of the Company's common stock, and debt
financing, if available, may involve restrictive covenants, and
strategic relationships, if necessary to raise additional funds,
and may require that the Company relinquish valuable rights.  In
the event that the Company is unable to repay its current and
long-term obligations as they come due, the Company could be
forced to curtail or abandon its business operations, or file for
bankruptcy protection; the result of which would likely be that
the Company's securities would decline in value or become
worthless.

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

                       http://is.gd/JtDJ5R

                         About EPAZZ Inc.

Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of
Illinois on March 23, 2000, to create software to help college
students organize their college information and resources.  The
idea behind the Company was that if the information and resources
provided by colleges and universities was better organized and
targeted toward each individual, the students would encounter a
personal experience with the college or university that could lead
to a lifetime relationship with the institution.  This concept is
already used by business software designed to retain relationships
with clients, employees, vendors and partners.


FIRST BANKS: Files Form 10-Q, Swings to $6.8MM Net Income in Q1
---------------------------------------------------------------
First Banks, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $6.83 million on $52.33 million of total interest income for
the three months ended March 31, 2012, compared with a net loss of
$6.08 million on $62.16 million of total interest income for the
same period during the prior year.

First Banks reported a net loss of $44.1 million for the
fiscal year ended Dec. 31, 2011, compared with a net loss of
$198.3 million for the fiscal year ended Dec. 31, 2010.

The Company's balance sheet at March 31, 2012, showed $6.67
billion in total assets, $6.40 million in total liabilities and
$275.73 million in total stockholders' equity.

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

                        http://is.gd/NRDqBl

                         About First Banks

First Banks, Inc., is a registered bank holding company
incorporated in Missouri in 1978 and headquartered in St. Louis,
Missouri.  The Company operates through its wholly owned
subsidiary bank holding company, The San Francisco Company, or
SFC, headquartered in St. Louis, Missouri, and SFC's wholly owned
subsidiary bank, First Bank, also headquartered in St. Louis,
Missouri.


FIRST DATA: Files Form 10-Q, Incurs $152.5MM Net Loss in Q1
-----------------------------------------------------------
First Data Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $152.50 million on $2.56 billion of
revenue for the three months ended March 31, 2012, compared with a
net loss attributable to the Company of $217.10 million on $2.54
billion of revenue for the same period during the prior year.

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

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

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

                        http://is.gd/mEbRC4

                         About First Data

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

                           *     *     *

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


FIRST MARINER: Files Form 10-Q, Posts $1.8MM Net Income in Q1
-------------------------------------------------------------
First Mariner Bancorp filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.82 million on $11.62 million of total interest income for
the three months ended March 31, 2012, compared with a net loss of
$7.31 million on $12.18 million of total interest income for the
same period during the prior year.

The Company reported a net loss of $30.24 million in 2011, a net
loss of $46.58 million in 2010, and a net loss of $22.28 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $1.17
billion in total assets, $1.20 billion in total liabilities and a
$22.97 million total stockholders' deficit.

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

                        http://is.gd/x30EM8

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

For the year ended Dec. 31, 2011, Stegman & Company, in Baltimore,
Maryland, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company continued to incur significant net losses in
2011, primarily from loan losses and costs associated with real
estate acquired through foreclosure.  The Company has insufficient
capital per regulatory guidelines and has failed to reach capital
levels required in the Cease and Desist Order issued by the
Federal Deposit Insurance Corporation in September 2009.

                        Bankruptcy Warning

As of Dec. 31, 2011, the Bank's and the Company's capital levels
were not sufficient to achieve compliance with the higher capital
requirements the Company was required to have met by June 30,
2010.  The failure to meet and maintain these capital requirements
could result in further action by the Company's regulators.

In the September Order, the FDIC and the Commissioner directed the
Bank to raise its leverage and total risk-based capital ratios to
6.5% and 10%, respectively, by March 31, 2010 and to 7.5% and 11%,
respectively, by June 30, 2010.  The Company did not meet these
requirements.  The Company has been in regular communication with
the staffs of the FDIC and the Commissioner regarding efforts to
satisfy the higher capital requirements.

First Mariner currently does not have any material amounts of
capital available to invest in the Bank and any further increases
to the Company's allowance for loan losses and operating losses
would negatively impact the Company's capital levels and make it
more difficult to achieve the capital levels directed by the FDIC
and the Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
the FDIC and the Commissioner could take additional enforcement
action against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct us to seek a merger partner or
possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, First Mariner does not
believe that there would be assets available to holders of the
capital stock of the Company.


FIRST SECURITY: Incurs $5.8 Million Net Loss in First Quarter
-------------------------------------------------------------
First Security Group Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $5.82 million on $9.68 million of total interest
income for the three months ended March 31, 2012, compared with a
net loss of $2.65 million on $11.50 million of total interest
income for the same period a year ago.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $1.13
billion in total assets, $1.06 billion in total liabilities and
$61.83 million in total stockholders' equity.

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

                       http://is.gd/wkv1dg

                    About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

For 2011, Joseph Decosimo and Company, PLLC, in Chattanooga,
Tennessee, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has recently incurred substantial losses.  The
Company is also operating under formal supervisory agreements
with the Federal Reserve Bank of Atlanta and the Office of the
Comptroller of the Currency and is not in compliance with all
provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.


FNB UNITED: Incurs $10.8 Million Net Loss in First Quarter
----------------------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $10.85 million on $19.99 million of total interest income for
the three months ended March 31, 2012, compared with a net loss of
$43.70 million on $15.46 million of total interest income for the
same period during the prior year.

The Company's balance sheet at March 31, 2012, showed
$2.38 billion in total assets, $2.26 billion in total liabilities,
and $117.97 million in total shareholders' equity.

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

                        http://is.gd/YlLhGQ

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

FNB United reported a net loss of $137.31 million in 2011, a net
loss of $131.82 million in 2010, and a net loss of $101.69 million
in 2009.


FNB UNITED: Amends $60 Million Shares Offering Prospectus
---------------------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission amendment no.1 to Form S-3 relating to the offer and
sale of up to $60,000,000 of shares of common stock, warrants, and
rights of FNB United Corp.

The Company's common stock is traded on The Nasdaq Capital Market,
or Nasdaq, under the symbol "FNBN."  The closing sales price of
the Company's common stock on the Nasdaq Stock Market on May 14,
2012 was $17.34 per share.

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

                        http://is.gd/NAzUuM

                          About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.

FNB United reported a net loss of $137.31 million in 2011, a net
loss of $131.82 million in 2010, and a net loss of $101.69 million
in 2009.

The Company's balance sheet at March 31, 2012, showed $2.38
billion in total assets, $2.26 billion in total liabilities and
$117.97 million in total shareholders' equity.


GENCORP INC: Moody's Affirms 'B1' CFR; Outlook Positive
-------------------------------------------------------
Moody's Investors Services affirmed the B1 corporate family rating
and the subordinated note ratings of GenCorp Inc. Separately,
Moody's changed GenCorp's ratings outlook to positive from stable.
The positive outlook reflects the company's announced call of its
$75 million of 9. 5% Subordinated Notes, to be funded through cash
on hand (about $200 million as of February 29, 2012). Once
completed, the call will reduce the company's funded debt by about
25% and bring key credit metrics to levels at the strong end of
the rating category. As well, Moody's anticipates GenCorp to
maintain a good liquidity profile post-closing of the call -
because the company will maintain cash levels at about half of its
funded debt.

Ratings Rationale

The call of the $75 million notes -- anticipated to complete on
May 23, 2012 -- will reduce GenCorp's funded debt by about 25%.
Post-redemption, Moody's expects Debt-to-EBITDA of about 4.4
times, using Moody's standard accounting adjustments -- consistent
with the rating category. Moody's anticipates continued top-line
growth during fiscal 2012 -- sales having grown +15% cumulatively
since Fiscal 2009 -- because of GenCorp's position as a key
supplier on multiple long-lived Department of Defense ("DoD")
programs that are prioritized by the DoD in its current Future
Years Defense Plan (published in February 2012). Combined with
some cost structure enhancements, Moody's expects earnings and
internally-generated cash flows to grow over the forward 12-month
period -- which should sustain GenCorp's key credit metrics (EBIT-
to-Interest, Free Cash Flow-to-Debt) at the high end of the B1
rating category. Moody's anticipates positive free cash flows for
the current fiscal year (ending November 30, 2012), despite some
near-term increases to capital spending to support internal
systems enhancements. The improving trajectory of operating
results and reduction to funded debt, along with GenCorp's large
position on key DoD contracts for Missile Defense and Space and
Launch Systems and established record as a supplier to large prime
contractors (particularly Raytheon and Lockheed Martin,
collectively about two-thirds of sales) supports the positive
ratings outlook.

The B1 Corporate Family Rating reflects GenCorp's improving
financial performance as a key niche supplier of solid and liquid
propulsion systems with a large funded backlog (now about 100% of
sales). GenCorp supplies many long-lived (Standard Missile 3,
Patriot Advanced Capability) contracts as well as more recent
programs (THAAD), and is a sole-source supplier for many DoD
contracts. Moody's expects a favorable earnings environment for
GenCorp over the intermediate term - notwithstanding the current
pressures on U.S. defense budgets. GenCorp's technical
capabilities and specialized infrastructure provides some barriers
to entry to its products, which have a limited number of
competitors (mainly Alliant Techsystems and RocketDyne, a unit of
United Technologies).

GenCorp's ratings could be upgraded should the company sustain
improvements to operating performance and cash flow generation,
such that Debt-to-EBITDA approximates 4.0 times and Retained Cash
Flow-to-Debt approaches 15% (both using Moody's standard
accounting adjustments). Continued growth in the contract backlog
and GenCorp's key programs would be necessary for any ratings
upgrade. Though it is not likely given current market conditions
and the company's performance, a downward revision in the outlook
and/or rating would likely occur if the company earnings declined
such that Debt-to-EBITDA was sustained above 5.0 times (using
Moody's standard accounting adjustments), the company generates
negative free cash flows for a prolonged period, and/or if
GenCorp's liquidity profile were to deteriorate substantially from
current levels.

The principal methodology used in rating GenCorp Inc. 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.

GenCorp Inc., through its Aerojet-General Corporation subsidiary,
produces propulsion systems for defense and space applications and
armament systems for precision tactical weapon systems.


GENERAL MARITIME: Completes Restructuring, Emerges From Chapter 11
------------------------------------------------------------------
General Maritime Corporation has successfully completed its
financial restructuring and has emerged from Chapter 11 of the
U.S. Bankruptcy Code.

Through the restructuring process, General Maritime substantially
deleveraged its balance sheet, positioning the reorganized Company
to be a financially stronger global enterprise.  General Maritime
successfully reduced its outstanding debt by approximately $600
million and its cash interest expense by approximately $42 million
annually.  In addition, the Company received a new capital
infusion of $175 million from investment entities affiliated with
Oaktree Capital Management, L.P.

Jeffrey D. Pribor, General Maritime's Chief Financial Officer,
said, "Today marks the successful completion of our financial
restructuring and the start of a new chapter for our Company.
With enhanced financial flexibility, we are moving forward as a
stronger and more competitive company, better equipped to address
the challenges of today's tanker shipping market.  General
Maritime will continue to operate one of the world's largest and
most diverse fleets of tankers and is committed to safely and
efficiently providing seaborne oil transportation services. I also
thank our employees around the world, whose hard work and loyalty
have been instrumental in enabling us to reach this achievement
and who will be important contributors to our future success."

Kramer Levin Naftalis & Frankel LLP is serving as the Company's
legal advisor, and Moelis & Company is serving as the Company's
financial advisor.

                        The Chapter 11 Plan

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

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

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

                       About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.


GENMED HOLDING: Delays Form 10-Q for First Quarter
--------------------------------------------------
Genmed Holding Corp. informed the U.S. Securities and Exchange
Commission that it will be late in filing its quarterly report on
Form 10-Q for the period ended March 31, 2012.  The Company said
the compilation, dissemination and review of the information
required to be presented in the form 10-Q for the relevant quarter
has imposed time constraints that have rendered timely filing of
the Form 10-Q impracticable without undue hardship and expense to
the Company.  The Company undertakes the responsibility to file
that quarterly report no later than 5th calendar day after its
original date.

                        About Genmed Holding

Based in The Netherlands, Genmed Holding Corp. through its wholly
owned Dutch subsidiary Genmed B.V. is focusing on the delivery of
low cost generic medicines directly to distribution chains
throughout Europe.  Generic medicines, which become available when
the originator medicines patents has expired, are, due to
continuing governmental pressure and new insurance policies,
increasingly used as equally effective alternatives to higher-
priced originator pharmaceuticals by general practitioners,
specialists and hospitals.

The Company reported a net loss of $5.44 million on $0 of net
sales in 2011, compared with a net loss of $7.72 million on $0 of
net sales in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.03 million
in total assets, $2.65 million in total liabilities and a $1.61
million total stockholders' deficit.

In its report on the 2011 financial statements, MaloneBailey, LLP,
in Houston, Texas, expressed substantial doubt as to the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred a series of net losses
resulting in negative cash flow from operations during the year
ended Dec. 31, 2011.

GENTA INC: Reports $5.2 Million Net Income in First Quarter
-----------------------------------------------------------
Genta Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $5.23 million on $4,000 of net product sales for the three
months ended March 31, 2012, compared with net income of $513,000
on $53,000 of net product sales for the same period during the
prior year.

The Company reported a net loss of $69.42 million in 2011,
compared with a net loss of $167.30 million during the prior year.

The Company's balance sheet at March 31, 2012, showed $4.56
million in total assets, $34.74 million in total liabilities and a
$30.17 million total stockholders' deficit.

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

                        http://is.gd/t1S9Af

                      About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated (OTC BB:
GNTA) -- http://www.genta.com/-- is a biopharmaceutical company
engaged in pharmaceutical (drug) research and development.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

In its report on the financial statements for 2011, EisnerAmper
LLP, in Edison, New Jersey, noted that the Company's recurring
losses from operations and negative cash flows from operations and
current maturities of convertible notes payable raise substantial
doubt about its ability to continue as a going concern.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company in September 2011, issued $12.7 million of units,
consisting of $4.2 million of senior secured convertible notes and
$8.5 million of senior secured cash collateralized convertible
notes.  In connection with the sale of the units, the Company also
issued two types of debt warrants in an amount equal to 100% of
the purchase price for each unit.  The Company had direct access
to $4.2 million of the proceeds, and the remaining $8.5 million of
the proceeds were placed in a blocked account as collateral
security for the $8.5 million senior secured cash collateralized
convertible notes.  Presently, with no further financing, the
Company projects that it will run out of funds during the first
quarter of 2012.  The Company currently does not have any
additional financing in place.  If it is unable to raise
additional funds, the Company could be required to reduce its
spending plans, reduce its workforce, license one or more of its
products or technologies that it would otherwise seek to
commercialize itself, sell some or all of its assets, cease
operations or even declare bankruptcy.  There can be no assurance
that the Company can obtain financing, if at all, or raise those
additional funds, on terms acceptable to it.


GLOBAL AVIATION: Wants Plan Filing Period Extended to Dec. 1
-------------------------------------------------------------
Global Aviation Holdings Inc., et al., ask the U.S. Bankruptcy
Court for the Eastern District of New York to extend the exclusive
period to file a Chapter 11 plan for each Debtor through and
including Dec. 1, 2012, and the exclusive period to solicit
acceptances of a Chapter 11 plan of each Debtor through and
including Jan. 30, 2013.

A hearing on the request is scheduled for May 30.

The Debtors say that they are making significant progress in their
restructuring efforts.  To date, the Debtors have stabilized the
business, accessed liquidity, reduced headcount, and substantially
rationalized their fleet.  Currently, the Debtors are engaged in
negotiations with three unions over necessary modifications to
four collective bargaining agreements.  Once this step is
complete, through negotiation or (if necessary) litigation, the
Debtors will turn to the development of a plan of reorganization
and securing exit financing.  These remaining steps require more
time.

The Debtors' businesses have performed according to expectations
during these Chapter 11 cases to date.  "However, the future of
the Debtors depends on their ability to create a competitive,
sustainable cost structure, and to be able to operate with the
efficiency and flexibility required by the Debtors' business plan.
That will not and cannot occur without substantial modifications
to the Debtors' CBAs.  The Debtors have made proposals for the CBA
modifications that are necessary for a successful reorganization,
and are in the midst of good faith negotiations that the Debtors
hope will end in consensual modifications.  If they do not, the
Debtors will have no choice but to file a motion pursuant to
section 1113 of the Bankruptcy Code," the Debtors say.

According to the Debtors, finalizing their labor savings is
critical to exiting Chapter 11.  The Debtors assure the Court that
no party will be harmed by giving the Debtors additional time to
pursue these labor savings, preferably by consensual agreement.
With the Debtors' initial 120-day exclusive period to file a
Chapter 11 plan set to expire on June 4, 2012, the Debtors now
seek a 180-day extension of the Exclusive Periods to ensure that
additional time is available to provide the Debtors' efforts with
an opportunity to succeed.  During the coming weeks and months,
the Debtors will work to complete their labor cost savings
efforts.  The Debtors will continue to analyze their operations to
maximize the value of the Debtors' estates during an extension of
the Exclusive Periods.  Once the Debtors' labor savings are
finalized, the Debtors will be able to determine the path forward
to emerge from Chapter 11.

The Debtors' large and complex Chapter 11 cases warrant extending
the Exclusive Periods.  As of the Commencement Date, the Debtors'
outstanding long-term debt obligations were in the aggregate
principal amount of approximately $245 million.  The Debtors
estimated that their trade creditors had outstanding prepetition
claims of approximately $109.1 million.  Moreover, the Debtors
employ approximately 1,500 employees, serving 140 airports in over
100 countries across six continents.  The Debtors, through their
two airlines, are the largest commercial provider of air
transportation for the United States Military.  The nature of the
Debtors' business with the United States Military adds another
layer of complexity.  Even before the Commencement Date, the
Debtors conducted meetings with the Defense Security Service to
ensure that its facilities clearance would not be terminated upon
the commencement of these Chapter 11 cases.  Facilities clearance
can take months to receive approval and has been revoked in other
instances upon a company commencing a Chapter 11 case.
Maintaining the facilities clearance over the course of the
Debtors' bankruptcy and upon emergence is essential to the
Debtors' reorganization plan prospects.

In the ordinary course of their business, the Debtors have been
paying their undisputed postpetition bills as they become due.
Funded with their postpetition financing facility, the payment by
the United States of prepetition receivables and revenue received
from operating activities, the Debtors will continue to pay their
bills on time throughout these Chapter 11 cases.

                   About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include
$146.5 million on 14% first-lien secured notes and $98.1 million
on a second-lien term loan.  Wells Fargo Bank NA is agent for
both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

Lowenstein Sandler PC serves as the Official Committee of
Unsecured Creditors' counsel.


GLOBAL AVIATION: Imperial Capital Ok'd as Committee Fin'l Advisor
-----------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York granted permission to the Official
Committee of Unsecured Creditors in the Chapter 11 cases of Global
Aviation Holdings Inc., et al., to retain of Imperial Capital,
LLC, as its financial advisor.

Imperial will provide, among other things, analysis of the
Debtors' businesses, operations, properties, financial condition,
competition, forecast, prospects and management.

                   About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

Lowenstein Sandler PC serves as the Official Committee of
Unsecured Creditors' counsel.


GLOBAL AVIATION: Wants Sept. 2 Deadline to Decide on Leases
-----------------------------------------------------------
Global Aviation Holdings Inc., et al., ask the U.S. Bankruptcy
Court for the Eastern District of New York to extend by 90 days,
or until Sept. 2, 2012, the time to assume or reject unexpired
leases of nonresidential real property.

The Debtors' operations are based in two locations: (1) Peachtree
City, Georgia (World Airways), and (2) JFK International Airport
in Jamaica, New York (North American Airlines).  At each location,
the Debtors lease the facilities in which they operate.  The
Debtors serve approximately 140 airports in over 100 countries
across six continents.  At several of these airports, the Debtors
lease small offices or warehouses to provide operational and
maintenance support for their fleet and employees.  Certain of the
Debtors are lessees or sublessees under approximately 14 unexpired
leases and subleases of nonresidential real property.

The current 120-day period to decide on the leases expires on
June 4, 2012.  Unless the Assumption/Rejection Deadline is
extended, the Debtors will be required to make decisions
concerning the Unexpired Leases by the first business day of next
month.  The Debtors' failure to take any action to assume or
reject the Unexpired Leases or obtain an extension of the
Assumption/Rejection Deadline would result in the Unexpired Leases
being deemed rejected.

The Debtors tell the Court that they are making significant
progress in these Chapter 11 cases.  Since the Commencement Date,
the Debtors stabilized their business operations, secured
postpetition financing to provide them the liquidity they need to
operate during their restructuring efforts, and reduced their
fleet.  A substantial portion of the Debtors' efforts since the
Commencement Date have been concentrated on their complex
relationship with the Department of Defense as an essential
customer and supplier.  The Debtors' next step will be to reduce
their labor costs, which reductions will occur either consensually
through continued negotiations with their unions or in connection
with litigation under section 1113 of the Bankruptcy Code.  Once
the issues with the unions are resolved, the Debtors will be able
to determine the path forward to emerge from Chapter 11.

The Debtors are evaluating the Unexpired Leases (and have already
sought to reject at least one lease not necessary to their
operations).  The Debtors need additional time to evaluate the
Unexpired Leases in the context of implementing their long-term
business and restructuring plan.

                   About Global Aviation Holdings

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

Lowenstein Sandler PC serves as the Official Committee of
Unsecured Creditors' counsel.


GLOBAL BRASS: Moody's Rates New $375MM Sr. Secured Notes 'B3'
-------------------------------------------------------------
Moody's Investors Service affirmed Global Brass and Copper, Inc.'s
B2 Corporate Family Rating and B2 Probability of Default Rating.
In a related rating action, Moody's assigned a B3 rating to the
company's proposed $375 million Senior Secured Notes due 2019.
These actions result from the company's recent announcement that
it is refinancing its entire capital structure. The rating outlook
is positive.

GBC is refinancing its capital structure with a $200 million
senior secured asset-based revolving credit facility maturing in
2017 and $375 million Senior Secured Notes due 2019. Proceeds from
the Notes due 2019, along with combined cash on hand and revolver
borrowings of approximately $52 million, will be used to
distribute a dividend to the affiliates of KPS Capital Partners,
to redeem the company's existing $266.5 million (originally $315
million) term loan maturing August 2015, and to pay related fees
and expenses. The rating assigned to the term loan maturing August
2015 will be withdrawn once it is fully redeemed.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at B2;

Probability Default Rating affirmed at B2; and,

Proposed Sr. Sec. Notes due 2019 assigned B3 (LGD4, 68%).

Ratings Rationale

GBC's B2 Corporate Family Rating reflects its exposure to cyclical
end markets and tough competition. Its metal conversion model
limits its risk to metal price volatility, but the company's
performance is very sensitive to sales volumes. Also, the company
will have a more leveraged capital structure due to the proposed
debt-financed dividend, which Moody's views as modest since it
represents about 3.5 times of GBC's FY11 free cash flow. Moody's
estimates that on a pro forma basis for the last 12 months through
March 31, 2012 that debt-to-EBITDA will worsen to about 3.5 times
and debt-to-book capitalization will exceed 100%. Despite the
increase in total adjusted debt, interest coverage is estimated to
remain around 3.0 times (all ratios incorporate Moody's standard
adjustments). The anticipated rate for the proposed notes will be
lower than the rate for the term loan, which will be repaid.

However, Moody's recognizes the company's broad range of products
and end markets as strengths. GBC manufactures an extensive array
of brass and copper products, ranging from casings for small
caliber ammunition to components for the electronics industry.
Furthermore, the company sells into a wide range of end markets
including defense, automotive, building and households, machinery
and transportation and electronics.

The change in rating outlook to positive from stable reflects
expectations that the company's operations will improve, resulting
in better credit metrics. Also, Moody's anticipates consistent
free cash flows, which will be applied to reducing borrowings
under the revolving credit facility. The positive outlook is also
supported by a better post-refinancing liquidity profile, as GBC's
revolving credit facility, which will have to meet only a
springing fixed charge coverage ratio, will be upsized to $200
million from $150 million and its nearest maturity will be
extended to 2017.

The B3 rating assigned to the proposed Sr. Sec. Notes due 2019
reflects its position as the most junior committed debt in GBC's
capital structure, as well as the net commitment increase of
$108.5 million between the proposed $375 million notes and
existing $266.5 million term loan. The increase in the commitment
of the proposed senior secured asset-based revolving credit
facility is providing downward pressure on the secured notes
ratings as well.

A rating upgrade is possible if GBC's operating performance
results in EBITA-to-interest expense sustained above 3.5 times and
free cash flow-to-debt staying above 5.0% (all ratios incorporate
Moody's standard adjustments). Reducing the borrowings under the
revolving credit facility would also be supportive of favorable
ratings movement.

A rating downgrade could ensue if GBC's financial performance
deteriorates due to an unexpected decline in the company's end
markets. Debt-to-EBITDA trending towards 6.0 times or EBITA-to-
interest expense nearing 2.0 times (all ratios incorporate Moody's
standard adjustments) could pressure the ratings. Deterioration in
the company's liquidity profile could negatively impact the
ratings as well.

The principal methodology used in rating GBC 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.

Global Brass and Copper, Inc., headquartered in Schaumburg, IL, is
North America's leading manufacturer and distributor of copper and
brass products, operating through three businesses - Olin Brass,
Chase Brass, and A.J. Oster. KPS Capital Partners, through its
affiliates, is the primary owner of GBC. Revenues for the twelve
months through March 31, 2012 totaled about $1.7 billion.


GLOBAL SHIP: Reports $7.9 Million Net Income in First Quarter
-------------------------------------------------------------
Global Ship Lease, Inc., reported net income of US$7.95 million on
US$38.35 million of time charter revenue for the three months
ended March 31, 2012, compared with net income of US$10.83 million
on US$39.10 million of time charter revenue for the same period a
year ago.

The Company's balance sheet at March 31, 2012, showed US$937.52
million in total assets, US$595.25 million in total liabilities
and US$342.26 million in total stockholders' equity.

Ian Webber, Chief Executive Officer of Global Ship Lease, stated,
"We continued to generate strong financial results and achieve
high utilization levels during the first quarter of 2012, as our
entire fleet remained secured on long-term fixed rate charters.
During a time in which we completed three of seven scheduled
drydockings for 2012, we achieved EBITDA of $25.2 million and
utilization of 97%.  Despite continuing macro-economic
uncertainty, a welcome positive development in our industry has
been the recent successful implementation by the liner companies
of freight rate increases.  Global Ship Lease remains well
positioned for long-term success as our fleet has a weighted
average remaining lease term of 8.1 years with a contracted
revenue stream of $1.2 billion."

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

                        http://is.gd/cmQ58B

                      About Global Ship Lease

London, England-based Global Ship Lease (NYSE: GSL, GSL.U and
GSL.WS) -- http://www.globalshiplease.com/-- is a containership
charter owner.  Incorporated in the Marshall Islands, Global Ship
Lease commenced operations in December 2007 with a business of
owning and chartering out containerships under long-term, fixed
rate charters to world class container liner companies.

Global Ship Lease owns 17 vessels with a total capacity of 66,297
TEU with a weighted average age at June 30, 2010, of 6.3 years.
All of the current vessels are fixed on long-term charters to CMA
CGM with an average remaining term of 8.6 years.  The Company has
contracts in place to purchase two 4,250 TEU newbuildings from
German interests for approximately $77 million each that are
scheduled to be delivered in the fourth quarter of 2010.  The
Company also has agreements to charter out these newbuildings to
Zim Integrated Shipping Services Limited for seven or eight years
at charterer's option.

As reported in the Dec. 1, 2012 edition of the TCR, Global Ship
Lease disclosed that it had entered into an agreement with its
lenders to waive until Nov. 30, 2012 the requirement under its
credit facility to conduct loan-to-value tests.  The credit
facility requires that loan-to-value, which is the ratio of
outstanding borrowings under the credit facility to the aggregate
charter-free market value of the secured vessels, cannot exceed
75%.


GMAC MORTGAGE: Master Servicer Rating Cut on ResCap Bankruptcy
--------------------------------------------------------------
Fitch Ratings, on May 14, downgraded the U.S. residential
mortgage servicer ratings of GMAC Mortgage LLC (GMAC Mortgage) as
follows:

-- Residential primary servicer rating for prime product to
  'RPS4'from 'RPS3';

-- Residential primary servicer rating for Alt-A product to
  'RPS4'from 'RPS3';

-- Residential primary servicer rating for subprime product to
  'RPS4'from 'RPS3';

-- Residential primary servicer rating for HLTV product to
  'RPS4'from 'RPS3';

-- Residential primary servicer rating for HELOC product to
  'RPS4'from 'RPS3';

-- Residential primary servicer rating for subservicer to
  'RPS4'from 'RPS3'; and

-- Residential special servicer rating to 'RSS4'from 'RSS3'.

The rating downgrades are due to the bankruptcy filing by GMAC
Mortgage's parent, Residential Capital LLC (ResCap), on May 14,
2012. Fitch had placed GMAC Mortgage's servicer ratings on Rating
Watch Negative on April 19, 2012.  Fitch does not expect the
downgrade of GMAC Mortgage's primary and special servicer ratings
to affect the RMBS ratings at this point.  On April 19th, Fitch
reviewed all transactions that are serviced by GMAC Mortgage and
placed 157 classes on Rating Watch Negative.  These classes were
identified as being at risk for a rating revision due to the
increased risk of a servicer disruption.  Fitch will resolve the
Rating Watch Negative for the 157 classes as more is disclosed
about the future of the servicing for each respective pool over
the coming weeks.

Fitch rates residential mortgage primary, master, and special
servicers on a scale of 1 to 5, with 1 being the highest rating.
Within some of these rating levels, Fitch further differentiates
ratings by plus (+) and minus (-) as well as the flat rating.


GMAC-RFC: Fitch Cuts U.S. Res. Master Servicer Rating to 'RMS4'
---------------------------------------------------------------
Fitch Ratings has downgraded the U.S. residential mortgage master
servicer rating of GMAC-RFC, LLC (RFC) as follows:

-- U.S. residential master servicer rating downgraded to 'RMS4'
    from 'RMS3'.

The rating downgrade is due to the bankruptcy filing by RFC's
parent, Residential Capital LLC (ResCap), on May 14, 2012. Fitch
had placed RFC's servicer rating on Rating Watch Negative on April
19, 2012.

Fitch rates residential mortgage primary, master, and special
servicers on a scale of 1 to 5, with 1 being the highest rating.
Within some of these rating levels, Fitch further differentiates
ratings by plus (+) and minus (-) as well as the flat rating.


GREEN EARTH: Incurs $611,000 Net Loss in March 31 Quarter
---------------------------------------------------------
Green Earth Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $611,000 on $1.52 million of net sales for the three
months ended March 31, 2012, compared with a net loss of $4.03
million on $2.57 million of net sales for the same period during
the prior year.

The Company reported a net loss of $12.20 million for the year
ended June 30, 2011, compared with a net loss of $12.88 million
during the prior year.

The Company reported a net loss of $7.56 million on $4.94 million
of net sales for the nine months ended March 31, 2012, compared
with a net loss of $9.28 million on $3.71 million of net sales for
the same period a year ago.

The Company's balance sheet at March 31, 2012, showed
$4.23 million in total assets, $9.79 million in total liabilities,
and a $5.56 million total stockholders' deficit.

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

                        http://is.gd/Go49n5

                   About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

In its audit report on the financial statements for fiscal year
ended June 30, 2011, Friedman LLP, in East Hanover, New Jersey,
noted that the Company's losses, negative cash flows from
operations, working capital deficit and its ability to pay its
outstanding liabilities through fiscal 2012 raise substantial
doubt about its ability to continue as a going concern.


GUIDED THERAPEUTICS: Incurs $1 Million Net Loss in First Quarter
---------------------------------------------------------------
Guided Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.01 million on $718,000 of contract and grant
revenue for the three months ended March 31, 2012, compared with a
net loss of $726,000 on $767,000 of contract and grant revenue for
the same period during the prior year.

The Company reported a net loss of $6.64 million in 2011, compared
with a net loss of $2.84 million in 2010.

The Company's balance sheet at March 31, 2012, showed $3.08
million in total assets, $2.17 million in total liabilities and
$908,000 in total stockholders' equity.

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

                        http://is.gd/b8va9B

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

In its report on the Company's 2011 Form 10-K, UHY LLP, in
Sterling Heights, Michigan, noted that the Company's recurring
losses from operations and accumulated deficit raise substantial
doubt about its ability to continue as a going concern.

                         Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the fourth quarter of 2012, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta development agreement and
additional NCI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
that a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate or
file for bankruptcy protection.


GUITAR CENTER: Incurs $16.2 Million Net Loss in First Quarter
-------------------------------------------------------------
Guitar Center Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $16.21 million on $528.15 million of net sales for
the three months ended March 31, 2012, compared with a net loss of
$11.45 million on $502.80 million of net sales for the same period
during the prior year.

Guitar Center reported a net loss of $236.94 million in 2011, a
net loss of $56.37 million in 2010, and a net loss of $189.85
million in 2009.

The Company's balance sheet at March 31, 2012, showed $1.89
billion in total assets, $1.99 billion in total liabilities and a
$93.96 million total stockholders' deficit.

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

                        http://is.gd/1Wvhd6

                        About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Calif., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its websites.  It operates
three distinct musical retail business - Guitar Center (about 70%
of revenue), Music & Arts (about 7% of revenue), and Musician's
Friend (its direct response subsidiary with 24% of revenue).
Total revenue is about $2 billion.

                        Bankruptcy Warning

The Company said in its annual report for the period ended Dec. 31
2011, that if it cannot make scheduled payments on its debt, the
Company will be in default and, as a result:

   * the Company's debt holders could declare all outstanding
     principal and interest to be due and payable;

   * the lenders under the Company's senior secured credit
     facilities could terminate their commitments to lend the
     Company money and foreclose against the assets securing their
     borrowings; and

   * the Company could be forced into bankruptcy or liquidation.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.


GOOD SAM: Reports $4,000 Net Income in First Quarter
----------------------------------------------------
Good Sam Enterprises, LLC, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $4,000 on $110.05 million of revenue for the three
months ended March 31, 2012, compared with a net loss of $2.59
million on $104.56 million of revenue for the same period during
the prior year.

The Company's balance sheet at March 31, 2012, showed
$232.60 million in total assets, $486.69 million in total
liabilities, and a $254.09 million total members' deficit.

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

                        http://is.gd/ogGHR5

                        About Affinity Group

Ventura, Calif.-based Affinity Group Holding, Inc., now known as
Good Sam Enterprises, LLC, is a holding company and the direct
parent of Affinity Group, Inc.  The Company is an indirect wholly-
owned subsidiary of AGI Holding Corp, a privately-owned
corporation.  The Company is a member-based direct marketing
organization targeting North American recreational vehicle owners
and outdoor enthusiasts.  The Company operates through three
principal lines of business, consisting of (i) club memberships
and related products and services, (ii) subscription magazines and
other publications including directories, and (iii) specialty
merchandise sold primarily through its 78 Camping World retail
stores, mail order catalogs and the Internet.

                           *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-'corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


HAYDEL PROPERTIES: Can Use Gene Whitehurst's Cash Collateral
------------------------------------------------------------
Judge Katharine Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized Haydel Properties LP
to use cash collateral of Gene Whitehurst.  Specifically, the
Debtor is given the authority to use any additional rents received
on 1900 Denny Avenue above the amount required to pay the adequate
protection payments and to set aside funds for payment of taxes
for any and all necessary expenses of the Debtor, including
payment of insurance, repairs and administrative expenses.

Judge Samson ruled that the Debtor will pay the outstanding real
estate taxes on or before Sept. 30, 2012.  The Debtor will pay
$1,030 as adequate protection payments to Whitehurst on the 10th
day of each month starting April 10, 2012.  The adequate
protection payments will increase to $1,530 per month commencing
with the payment due on Jan. 10, 2013, until the Plan is
confirmed.

The Debtor owes Gene Whitehurst on a promissory note, which is
secured by a deed of trust on property located in Jackson County,
Mississippi.  The note as of the filing of the case had an
approximate payoff balance of $166,724.05 and the approximate
total of the liens, including the prior tax liens as of the
Petition Date was $170,216.79.

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


HCA INC: Moody's Rates New Senior Secured Term Loan A-3 at 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 3, 36%) rating to
HCA Inc.'s (HCA) new term loan A-3 due 2016. Moody's understands
that the new term loan tranche results from the extension of the
maturity of $74.6 million of term loan A-1 due November 2012 and
$651.2 million of term loan B-1 due November 2013. The transaction
improves the company's maturity profile but does not impact
leverage. HCA's B1 Corporate Family and Probability of Default
Ratings remain unchanged. The outlook for the ratings is stable.

Moody's rating actions are summarized below.

Ratings assigned:

Senior secured term loan A-3 due 2016, Ba3 (LGD 3, 36%)

Ratings unchanged:

Corporate Family Rating, B1

Probability of Default Rating, B1

ABL revolver expiring 2016, Ba1 (LGD 1, 2%)

Revolving credit facility expiring 2015, Ba3 (LGD 3, 36%)

Senior secured term loan A-1 due 2012, Ba3 (LGD 3, 36%)

Senior secured term loan A-2 due 2016, Ba3 (LGD 3, 36%)

Senior secured term loan B-1 due 2013, Ba3 (LGD 3, 36%)

Senior secured term loan B-2 due 2017, Ba3 (LGD 3, 36%)

Senior secured term loan B-3 due 2018, Ba3 (LGD 3, 36%)

Euro term loan due 2013, Ba3 (LGD 3, 36%)

8.5% first lien secured notes due 2019, Ba3 (LGD 3, 36%)

7.875% first lien secured notes due 2020, Ba3 (LGD 3, 36%)

7.25% first lien secured notes due 2020, Ba3 (LGD 3, 36%)

6.5% first lien secured notes due 2020, Ba3 (LGD 3, 36%)

5.875% first lien secured notes due 2022, Ba3 (LGD 3, 36%)

9.875% second lien notes due 2017, B2 (LGD 5, 70%)

Senior unsecured notes (various), B3 (LGD 5, 86%)

7.75% senior unsecured HoldCo notes due 2021, B3 (LGD 6, 96%)

Speculative Grade Liquidity Rating, SGL-2

First lien senior secured shelf, (P)Ba3

Senior unsecured shelf, (P)B3

Ratings Rationale

HCA's B1 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with significant leverage.
Furthermore, HCA has large debt maturities in future periods,
although the company has continued to make progress to push those
maturities out. The rating also reflects Moody's consideration of
HCA's scale and position as the largest for-profit hospital
operator, which should aid in the company's ability to weather
industry pressures and benefit in providing access to resources
needed in adapting to changes in the sector brought on by
healthcare reform legislation. Finally, the rating incorporates
Moody's expectation that the company will limit the use of
additional debt for shareholder initiatives and see modest
improvement in credit metrics through both EBITDA growth and debt
repayment.

Given the aggressive financial policy of the company and private
equity sponsorship of HCA, Moody's would have to become more
comfortable that the company will maintain a conservative
financial profile, consistent with that expected of the Ba3
rating, prior to it considering an upgrade of the rating to that
level. Additionally, Moody's would have to expect a continuation
of positive operating trends such that the company is able to grow
earnings or repay debt so that debt/EBITDA is expected to be
maintained below 4.5 times.

If the company experiences a deterioration of operating trends,
for example, negative trends in same-facility adjusted admissions
or same-facility revenue per adjusted admission, Moody's could
downgrade the rating.

Additionally, Moody's could downgrade the ratings if the company
were to incur additional debt to fund shareholder distributions or
acquisitions so that it expects adjusted debt/EBITDA to be
sustained above 5.0 times.

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

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 164 hospitals owned and operated
by its subsidiaries as of March 31, 2012. For the twelve months
ended March 31, 2012, the company recognized revenue in excess of
$30.5 billion, net of the provision for doubtful accounts.


HCSB FINANCIAL: Incurs $471,000 Net Loss in First Quarter
---------------------------------------------------------
HCSB Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss available to common shareholders of $471,000 on $5.54
million of total interest income for the three months ended
March 31, 2012, compared with a net loss available to common
shareholders of $7.88 million on $7.59 million of total interest
income for the same period during the prior year.

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

The Company's balance sheet at March 31, 2012, showed
$536.74 million in total assets, $541.08 million in total
liabilities, and a $4.33 million total shareholders' deficit.

As of March 31, 2012, the Company was categorized as "critically
undercapitalized" and the Bank was categorized as "significantly
undercapitalized."  The Company's losses for 2010 and 2011 have
adversely impacted its capital.  As a result, the Company has been
pursuing a plan to increase its capital ratios in order to
strengthen its balance sheet and satisfy the commitments required
under the Consent Order.  In addition, the Consent Order required
the Company to achieve and maintain by July 10, 2011, Total Risk
Based capital at least equal to 10% of risk-weighted assets and
Tier 1 capital at least equal to 8% of total average assets.  The
Company did not meet that requirement and, as a result, submitted
a revised capital restoration plan to the FDIC on July 15, 2011.
The revised capital restoration plan was determined by the FDIC to
be insufficient and, as a result, the Company submitted a further
revised capital restoration plan to the FDIC on Sept. 30, 2011.
The Company received the FDIC's non-objection to the further
revised capital restoration plan on Dec. 6, 2011.  If the Company
continues to fail to meet the capital requirements in the Consent
Order in a timely manner, then this would result in additional
regulatory actions, which could ultimately lead to the Bank being
taken into receivership by the FDIC.

After auditing the 2011 results, Elliott Davis, LLC, in Columbia,
South Carolina, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses that have
eroded regulatory capital ratios and the Company's wholly owned
subsidiary, Horry County State Bank, is under a regulatory Consent
Order with the Federal Deposit Insurance Corporation (FDIC) that
requires, among other provisions, capital ratios to be maintained
at certain levels.  As of Dec. 31, 2011, the Company is considered
significantly undercapitalized based on their regulatory capital
levels.

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

                        http://is.gd/uV744y

                       About HCSB Financial

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


HOSTESS BRANDS: Judge Combines Both Sides' CBA Proposals
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that neither Hostess Brands Inc. nor the Teamsters union
emerged victorious from the trial on April 18 and 19 where the
Wonder bread maker was seeking court permission to break existing
labor contracts and modify retirement benefits.

According to the report, in a lengthy opinion delivered orally in
the early evening on May 14, U.S. Bankruptcy Judge Robert Drain
cobbled together elements from both sides' proposals into a new
contract and pension proposal he could accept.  The main sticking
point was the company's demand for withdrawal from union-sponsored
multiemployer pension plans facing insolvency in future years.
Judge Drain, in White Plains, New York, agreed with Hostess that
complete withdrawal from the three weakest multiemployer plans is
essential for Hostess to attract new capital necessary for
emerging from reorganization.  When it came to how Hostess should
accomplish labor cost savings, Judge Drain came down on the side
of the union's proposal.  Judge Drain sided with Hostess in ruling
that the company should withdraw from all multiemployer plans and
re-enter as a new employer only those that are economically sound.
Workers in the unsound pension funds would be moved to stable
ones.

The report adds that the judge took sides with the Teamsters on
another aspect of the pension proposal.  While Hostess wanted all
new hires to be in a company-sponsored plan, Judge Drain said it
was crucial for the health of the union pension plans that they
cover new workers.  Judge Drain turned down a proposal by the
Teamsters that they have control over increases in salaries for
non-union and management workers.  On the other hand, he said it
was reasonable for labor to have a representative on the board of
directors and for the unions to have claims resulting from
revisions in their contracts.

Unless the two sides can't come to terms on a contract, the trial
is over. If they can't agree, Judge Drain said he would hold a
hearing on short notice to consider approving a request by the
company to impose new terms of employment along the lines he found
acceptable.

Originally, the bakery workers' union was to have been in the
April trial.  The bakery union, Hostess' second-largest, decided
not to oppose, and its existing contract was rejected this month.
A trial to deal with other unions is scheduled for later this
month.

According to The Dallas Business Journal, Teamsters General
Secretary-Treasurer Ken Hall said, "We told our Hostess members
all along that we would vigorously oppose the imposition of unjust
working conditions since Hostess first filed bankruptcy, and we
have done just that."

In a statement to the Dallas Business Journal, Hostess spokesman
Erik Halvorson said the company would continue to try and reach a
deal with the Teamsters.

"Hostess had planned to continue bargaining in good faith with its
unions regardless of the Court's decision, and we intend to pursue
that path," the Business Journal quotes Mr. Halvorson as saying.
"We will also consider our option of submitting a revised proposal
that addresses the judge's concerns."

Hostess had warned earlier this month that certain conditions --
such as an "unsatisfactory resolution to its pending motion before
the bankruptcy court regarding certain modifications to its
collective bargaining agreements" -- could force it to liquidate.
Hostess sent potential layoff notices, required by the federal
WARN Act, to its 18,000 employees nationwide.

Business Journal notes Hostess said 127 jobs possibly are at risk
in the Dallas-Fort Worth area.

                       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.


HUGHES TELEMATICS: Facing $92 Million Debt Maturity
---------------------------------------------------
Mara Lemos Stein at Dow Jones' DBR Small Cap reports that Hughes
Telematics Inc. needs to raise fresh cash in coming months to pay
down or refinance $92 million in debt that matures in March 2013,
the company said in a regulatory filing, which raises doubt about
its ability to continue as a going concern.

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.


ICONIX BRAND: Moody's Upgrades Corp. Financial Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service upgraded Iconix Brand Group, Inc.'s
Corporate Family Rating to Ba3 from B1. The B1 rating on the
company's $287.5 million convertible senior subordinated notes due
June 2012 was affirmed. The rating outlook is stable. The
company's Speculative Grade Liquidity rating of SGL-2 was also
affirmed.

Ratings affirmed and LGD assessments revised:

Senior Subordinated Convertible Notes due 2012 at B1 (LGD 4, 60%
from LGD 4, 50%)

Speculative Grade Liquidity at SGL-2

Ratings Upgraded:

Corporate Family Rating to Ba3 from B1

Probability of Default Rating to Ba3 from B1

Ratings Rationale

The upgrade of Iconix's CFR to Ba3 from B1 reflects the company's
improved leverage, with debt/EBITDA at 2.7 times as well as
consistently high level of free cash flow generation from its
expanding portfolio of brands. Moody's expects further improvement
in leverage when the company redeems its $287.5 million (face
amount) convertible notes in June, 2012, primarily from existing
cash on the company's balance sheet.

Iconix rating remains limited by its narrow business model that is
focused solely on licensing activities, a growth strategy that is
expected to remain reliant on acquisitions and high customer
concentrations. Positive consideration is given to the significant
diversification across its brands by both product type and end
retailer as well as the significant amount of Iconix's revenue
derived from minimum contractual guaranties.

The one notch difference between the Ba3 CFR and the B1 rating on
Iconix $287.5 million convertible senior subordinated notes due
June 2012 reflects its unsecured position vis-a-vis the company's
secured $150 million revolver.

The stable rating outlook reflects expectations that the company
will utilize free cash flow to undertake acquisitions or, in the
absence of suitable acquisition opportunities, return cash to
shareholders while also redeeming its June 2012 notes.

In view of the company's narrow business model and the importance
of acquisitions to the company's growth strategies, there is
limited upward rating momentum. Further diversification by brand,
product category, retailer channels and geographies would be
positives over time.

Ratings could be downgraded if the company begins to experience
non-renewal, or renewals at material lower revenue streams, for
its licenses or the company were to become meaningfully more
aggressive in its financial policies. Quantitatively, ratings
could be downgraded if debt/EBITDA were sustained above 4.0 times
or free cash flow/debt fell below 15%.

Iconix's ratings have been assigned by evaluating factors that
Moody's believe are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. These attributes were compared against other
issuers both within and outside Iconix's core industry. Iconix's
ratings are believed to be comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Iconix Brand Group, Inc. owns, licenses and markets a growing
portfolio of consumer brands including Candie's, Bongo, Badgley
Mischka, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean
Pacific, Danskin, Rocawear, Cannon, Royal Velvet, Fieldcrest,
Charisma, Starter, Waverly, Zoo York and the Sharper Image. Iconix
also owns interests in the Artful Dodger, Ed Hardy, Ecko, Material
Girl and Peanuts brands.



IMAGEWARE SYSTEMS: Incurs $8.6 Million Net Loss in First Quarter
----------------------------------------------------------------
Imageware Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $8.59 million on $1.12 million of revenue for the
three months ended March 31, 2012, compared with a net loss of
$7.85 million on $1.92 million of revenue for the same period
during the prior year.

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 March 31, 2012, showed $9.42
million in total assets, $10.20 million in total liabilities and a
$776,000 total shareholders' deficit.

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

                        http://is.gd/BfHB0w

ImageWare provided a corporate update to highlight its progress
over the last six months:

   * Completed a $10.0 million equity financing with MDB Capital
     Group;

   * Eliminated all long-term debt and existing Series C and D
     Preferred Stock;

   * Finalized and released version 2.0 of ImageWare's flagship
     Biometric Engine (BE);

   * Began a definitive marketing campaign within the port and
     commercial marketplaces;

   * Los Angeles World Airports (LAWA) ordered a suite of
     ImageWare's biometric identity management and credentialing
     software, valued at approximately $1.0 million;

   * Awarded four patents in U.S., Canada, China and Australia;

   * John Cronin, managing director of the world's largest
     Intellectual Property (IP) strategy consulting firm, ipCG,
     was appointed to ImageWare's board of directors; and

   * Reestablished current reporting status with the U.S.
     Securities and Exchange Commission.

"The key steps we have taken over the last several months to
strengthen our capital resources and enhance our product offerings
clearly positions ImageWare as the leader in multimodal biometric
security solutions, a position which we intend to now extensively
exploit," said Jim Miller, chairman and CEO of ImageWare.

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

                        http://is.gd/I9seJv

                      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.


IMEDICOR INC: Delays Form 10-Q for March 31 Quarter
---------------------------------------------------
iMedicor, Inc., notified the U.S. Securities and Exchange
Commission that it will delayed in filing its quarterly report on
Form 10-Q for the period ended March 31, 2012.  The Company said
the external auditors have not had time to properly review the
financial information prior to the filing deadline.  The Form 10-Q
will be filed as soon as practicable and within the 5 day
extension period.

                        About iMedicor Inc.

Nanuet, N.Y.-based iMedicor, Inc., formerly Vemics, Inc., builds
portal-based, virtual work and learning environments in healthcare
and related industries.  The Company's focus is twofold: iMedicor,
the Company's web-based portal which allows Physicians and other
healthcare providers to exchange patient specific healthcare
information via the internet while maintaining compliance with all
Health Insurance Portability and Accountability Act of 1996
("HIPAA") regulations, and; recently acquired ClearLobby
technology, the Company's web-based portal adjunct which provides
for direct communications between pharmaceutical companies and
physicians for the dissemination of information on new drugs
without the costs related to direct sales forces.  The Company's
solutions allow physicians to use the internet in ways previously
unavailable to them due to HIPAA restrictions to quickly and cost-
effectively exchange and share patient medical information and to
interact with pharmaceutical companies and review information on
new drugs offered by these companies at a time of their choosing.

Demetrius & Company, L.L.C., expressed substantial doubt about the
Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has experienced significant losses resulting in a working
capital deficiency and shareholders' deficit.

The Company had a net loss of $5.20 million for the year ended
June 30, 2011, following an $11.40 million net loss in the
preceding year.
The Company's balance sheet at Dec. 31, 2011, showed $2.10 million
in total assets, $5.78 million in total liabilities, all current,
and a $3.68 million total stockholders' deficit.


IMPERIAL INDUSTRIES: Incurs $426,000 Net Loss in First Quarter
--------------------------------------------------------------
Imperial Industries, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $426,000 on $1.88 million of net sales for the three
months ended March 31, 2012, compared with a net loss of $319,000
on $1.77 million of net sales for the same period during the prior
year.

The Company's balance sheet at March 31, 2012, showed $4.18
million in total assets, $2.86 million in total liabilities and
$1.32 million in total stockholders' equity.

S. Daniel Ponce, Imperial's Chairman of the Board, stated: "While
sales have shown some improvement, we continue to operate in a
weak construction market with demand for our products remaining
near historic lows.  Due to these conditions and continuing
losses, we have made it a priority to obtain equity and/or debt
capital to maintain liquidity and focus on initiatives to expand
our product line offerings and geographic reach in an effort to
reduce and eliminate our negative cash flows. We recently entered
into a non-binding debt proposal with a proposed lender for an
asset-based type of financing arrangement which is subject to the
lender?s due diligence. There can be no assurance that we will be
able to conclude this type of financing arrangement on
satisfactory terms. We are continuing our efforts to seek capital
and evaluate other strategic options in this difficult environment
to sustain operations until market conditions improve."

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

                        http://is.gd/i711WE

                     About Imperial Industries

Pompano Beach, Fla.-based Imperial Industries, Inc. (OTC BB: IPII)
-- http://www.imperialindustries.com/-- manufactures and
distributes stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.  The Company sells its
products primarily in the State of Florida and to a certain extent
the rest of the Southeastern United States.

In its report on the 2011 financial statements, Grant Thornton
LLP, in Fort Lauderdale, Florida, noted that the industry in which
the Company is operating has been impacted by a number of factors
and accordingly, the Company has experienced a significant
reduction in its sales volume.  In addition, for the year ended
Dec. 31, 2011, the Company has a loss from continuing operations
of approximately $1,310,000.  These factors, among others, raise
substantial doubt about the Company?s ability to continue as a
going concern.


INGRID E. TRENKLE: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ingrid E. Trenkle M.D., Inc.
        124 E. Olive Ave.
        Redlands, CA 92373

Bankruptcy Case No.: 12-22008

Chapter 11 Petition Date: May 15, 2012

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Mark D. Houle

Debtor's Counsel: Stephen R. Wade, Esq.
                  THE LAW OFFICES OF STEPHEN R WADE
                  400 N Mountain Ave., Suite 214B
                  Upland, CA 91786
                  Tel: (909) 985-6500
                  Fax: (909) 985-2865
                  E-mail: dlr@srwadelaw.com

Scheduled Assets: $319,509

Scheduled Liabilities: $3,456,033

A copy of the Company's list of its 16 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-22008.pdf

The petition was signed by Ingrid E. Trenkle, president.


INTELSAT SA: Unit to Redeem Outstanding 9 1/2% Notes on June 15
---------------------------------------------------------------
Intelsat Jackson Holdings S.A. issued a notice of redemption
pursuant to the indenture governing its 9 1/2% Senior Notes due
2016 that it intends to redeem all of the outstanding 9 1/2% Notes
on June 15, 2012, at a redemption price equal to 103.167% of the
principal amount of the notes, plus accrued and unpaid interest
thereon to the redemption date.

On May 14, 2012, Intelsat Jackson issued a notice of redemption
pursuant to the indenture governing its 11 1/4% Senior Notes due
2016 that it intends to redeem $434,941,000 aggregate principal
amount of the 11 1/4% Notes on June 15, 2012, at a redemption
price equal to 103.75% of the principal amount of the notes, plus
accrued and unpaid interest thereon to the redemption date.

                           About Intelsat

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

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

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

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

                          *     *     *

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


INTERMETRO COMMUNICATIONS: Incurs $195,000 Net Loss in Q1
---------------------------------------------------------
InterMetro Communications, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $195,000 on $4.39 million of net revenues
for the three months ended March 31, 2012, compared with net
income of $2.02 million on $6.25 million of net revenues for the
same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $3.02
million in total assets, $16.35 million in total liabilities and a
$13.32 million total stockholders' deficit.

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

                        http://is.gd/Dq8NUs

                         About Intermetro

Simi Valley, Calif.-based InterMetro Communications, Inc.
-- http://www.intermetro.net/-- is a facilities-based provider of
enhanced voice and data communication services.

Gumbiner Savett Inc., in Santa Monica, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred net losses in previous years, and as of Dec. 31, 2011,
the Company had a working capital deficit of approximately
$12,696,000 and a total stockholders' deficit of approximately
$13,274,000.  The Company anticipates that it will not have
sufficient cash flow to fund its operations in the near term and
through fiscal 2012 without the completion of additional
financing.


JAG ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: JAG Enterprises Inc.
        dba Miracle Ear
        dba Peach State Hearing Aid Centers
        4409 Oxbourgh Park
        Flowery Branch, GA 30542

Bankruptcy Case No.: 12-21781

Chapter 11 Petition Date: May 15, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  JONES AND WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: lpineyro@joneswalden.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb12-21781.pdf

The petition was signed by Johnny A. Guest, III, president.


JC PENNEY: Moody's Says Rocky Strategic Turnaround Credit Neg.
--------------------------------------------------------------
Department store chain J.C. Penney (Ba1 stable) announced a 20.1%
sales decline and a 18.9% comparable store sales decline for the
first quarter of 2012. While Moody's expected J.C. Penney's first
quarter sales to decline, this level of decline was worse than
anticipated and clearly signals that the strategic turnaround got
off to a difficult start.

Although Moody's views this as a credit negative announcement,
J.C. Penney's Ba1 Corporate Family Rating and stable outlook are
currently unaffected. Moody's Ba1 Corporate Family Rating
acknowledges that Moody's expects J.C. Penney's 2012 and 2013
operating performance will be soft. While sales fell more than
anticipated, Moody's continues to forecast that J. C. Penney's
debt to EBITDA will not rise above 4.25 times nor EBITA to
interest expense fall below 2.25 times on a sustainable basis,
levels Moody's sights as prompting downward rating pressure. In
fact, Moody's anticipates that J.C. Penney's debt to EBITDA will
likely be below 4.0 times and EBITA to interest expense will be
above 2.25 times at February 2, 2013. Furthermore, the company
continues to have sizable cash balances ($839 million at April 28,
2012) and a $1.5 billion asset based revolving credit facility.
Moody's notes that J.C. Penney's elimination of its corporate
dividend will further bolster its liquidity.

J. C. Penney launched the first stages of its strategic turnaround
at the beginning of the first quarter which included a new pricing
and promotion strategy along with a new media campaign. These
changes drove a sizable reduction in store traffic, the largest
driver of the sales decline. J.C. Penney attributes this to its
media campaign not clearly explaining its new pricing strategy to
consumers and has implemented some immediate changes to its media
campaign.

Although Moody's believes the changes to J.C. Penney's media
campaign better explain its pricing strategy, the rating agency is
concerned about J.C. Penney's performance over the near term.
Moody's anticipates monitoring J.C. Penney's ongoing performance
closely for signs of improvement. Ratings could be negatively
impacted should Moody's not see signs of improvement in J.C.
Penney's store traffic and reported sales.

Ratings could be downgraded should J.C. Penney's operating
performance fall beyond Moody's expectations or debt increase such
that it becomes likely that debt to EBITDA would remain above 4.25
times and EBITA to interest expense would remain below 2.25
times.The principal methodology used in rating J.C. Penney was the
was the Global Retail Industry Methodology published in June 2011.

J.C. Penney is one of the U.S.'s largest department store
operators with about 1,100 locations in the United States and
Puerto Rico. It also operates a website, www.jcp.com. Revenues are
about $16.5 billion.


JEFFERSON COUNTY, AL: To Have Committee, No New Taxes
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, is on the road to having
an official creditors' committee with three members, although it
won't have any new taxes to assist in exiting from Chapter 9
municipal bankruptcy.

According to the report, the bankruptcy administrator polled the
county's creditors and found three willing to serve on an official
committee.  Accordingly, he filed papers asking the bankruptcy
judge in Birmingham to form a committee with the three creditors.
The committee is to include Bayerische Landesbank, with an office
in New York, and UAB Health System from Birmingham.

Mr. Rochelle also reports that the Alabama legislature is set to
adjourn for the year without passing legislation allowing the
county to raise taxes by reinstating a wage tax that had been
voided by the state Supreme Court.  The legislature won't convene
again until February.

The county manager told Bloomberg News that the county may miss a
$10 million payment in October on general obligation bonds. The
county already failed to make a $15 million payment on general
obligation bonds.

                     About Jefferson County

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

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

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

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

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

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

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

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


JG WENTWORTH: Sued For Deceptive Trade Practices
------------------------------------------------
JG Wentworth parent JGWPT Holdings has been accused of engaging in
widespread deceptive trade practices in a recently filed lawsuit.
A longtime industry participant alleges Peachtree and Wentworth
deceive consumers into believing they are competing with one
other, when in fact they are sharing databases which are used to
support high rates imposed on consumers.  After acquiring their
major direct competitor, Settlement Funding, L.L.C. in June 2011,
Wentworth fired 153 employees, virtually Peachtree's entire
structured settlement business group, while continuing to market
under the former "Peachtree" name using Wentworth's staff,
confusing customers in the process, according to the Structured
Settlement Institute.

Paul McHugh, Vice President of Sales & Marketing at RSL,
commented, "Customers call Peachtree and then they call Wentworth,
thinking that they are getting competitive bids.  What customers
don't realize is that they are calling the same company.
Peachtree and Wentworth don't compete; in fact they are commonly
owned and staffed by each other's employees and together claim a
70% market share.  They work cooperatively, collectively and out
of the same office to ensure that the customer gets the least
value for their future payments."

JG Wentworth and the remnants of Peachtree operate in lock step,
despite the public perception that they are competing with one
another.  JG Wentworth was insufficiently capitalized and filed
for bankruptcy protection in 2009 while owned by JLL Partners,
Inc. because it could not meet its financial obligations.  After
emerging from bankruptcy and still owned by JLL Partners,
Wentworth purchased Peachtree in June 2011, which had also fallen
on hard times because of ill-advised venturing into life
settlements.  JG Wentworth continues to be controlled along with
Peachtree Settlement Funding by New York based investment fund,
JLL Partners.

"What this means for those seeking to sell their structured
settlement or annuity or lottery payments for an upfront lump sum
is that choosing a structured settlement factoring company has to
be carefully considered," commented McHugh.  "Doing business with
Wentworth or Peachtree means you are dealing with a single company
that has not been able to meet its financial obligations in recent
years.  In fact, in 2009 Wentworth sent out hundreds of letters to
customers abandoning transactions underway because of its
inability to fund court ordered transfers.  Finding a company that
has both the financial resources and the desire to deal with you
honestly and honorably is essential."

JLL Partners' controlled companies have recently experienced a
series of setbacks in the courts where they have continued their
anti-consumer practices.  Wentworth's deceptive tactics include
trying to block their customers from even talking with competitors
offering more money for the customers' payments, and then using
the court system to interfere with structured settlement
transactions underway with competitors offering better deals.  In
response to such actions, a Texas court upheld the right for RSL
Funding, LLC, to offer former Wentworth clients more money for
their future payments.

Repeated inquiry to counsel for JG Wentworth and Peachtree, L.
Bradley Hancock, a partner in Greenberg Traurig's Houston office,
resulted in a demand that this information not be publicly
disclosed.

                       About J.G. Wentworth

J.G. Wentworth, Inc. -- http://www.jgwentworth.com/-- based in
Bryn Mawr, Pennsylvania, is the nation's oldest, largest and most
respected buyer of deferred payments for illiquid financial assets
like structured settlements and annuities.  Since 1992, J.G.
Wentworth has purchased over $3 billion of future payment
obligations from consumers and is also the nation's largest
securitizer of structured settlement and annuity backed notes.

J.G. Wentworth and its affiliates filed for Chapter 11 protection
on May 19, 2009 (Bankr. D. Del. Case No. 09-11731).  Norman L.
Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represented the Debtors.


JSG HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: JSG Hospitality LLC
        7443 Acree Lane
        Olive Branch, MS 38654

Bankruptcy Case No.: 12-11966

Chapter 11 Petition Date: May 14, 2012

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  CRAIG M. GENO, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  E-mail: cmgeno@cmgenolaw.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 Sukhjinder Singh Gill, managing member.


KIWIBOX.COM INC: Delays Form 10-Q for First Quarter
---------------------------------------------------
Kiwibox.Com, Inc., informed the U.S. Securities and Exchange
Commission that it will be late in filing its quarterly report on
Form 10-Q for the period ended March 31, 2012.  The Company said
the required financial statements cannot be completed within the
prescribed filing date without unreasonable effort and expense.

                         About Kiwibox.com

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective July
1,  2011, Kiwibox.com, Inc., became the owner of Kwick! --a top
social network community based in Germany.  Kiwibox.com shares are
freely traded on the bulletin board under the symbol KIWB.OB.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about Kiwibox.Com's ability to
continue as a going concern, after reviewing the Company's
financial statements as of and for the three and nine-month
periods ended Sept. 30, 2011, and 2010.  The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficiency as of Sept. 30, 2011.

The Company reported a net loss of $5.90 million in 2011, compared
with a net loss of $3.97 million in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $8.35 million
in total assets, $16.32 million in total liabilities, all current,
and a $7.97 million total stockholders' impairment.

In its report on the 2011 financial statements, Rosenberg Rich
Baker Berman & Company, in Somerset, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficiency as of Dec. 31, 2011.


KRONOS WORLDWIDE: Fitch Rates New $600 Million Term Loan 'BB'
-------------------------------------------------------------
Fitch Ratings has assigned an Issuer Default Rating (IDR) of 'BB'
to Kronos Worldwide, Inc. (NYSE: KRO) and rates the prospective
$600 million term loan B at 'BB' and the prospective $125 million
asset-based lending (ABL) revolving credit at 'BB+'.

The Rating Outlook is Stable.

Proceeds of the term loan B are to be used to repay the notes at
its wholly owned subsidiary, Kronos International, Inc.(KII) due
2013 ($371 million at March 31, 2012), seasonal revolver
borrowings at KII ($106 million at March 31, 2012) and general
corporate purposes including to pay a dividend.

Fitch's ratings reflect the company's solid market position in the
titanium dioxide (TiO2) industry, strong liquidity and modest
financial leverage.

Worldwide TiO2 capacity declined by about 6.5% as a result of the
global financial crisis.  The industry is fairly concentrated with
roughly 60% of the global market accounted for by the top five
manufacturers.  This has allowed considerable price increases by
suppliers and high operating rates.  The titanium feedstock
industry is also highly concentrated with the top three producers
accounting for about 63% of supply.  As feedstock contracts have
come up for re-pricing, costs have accelerated more than TiO2
prices which has reduce margins from record levels in 2011.

Fitch expects operating EBITDA to be at least $500 million in 2012
and free cash flow (FCF) generation before any special dividends
to run about $100 million per year on average as working capital,
capital expenditures and dividends are managed to earnings. Pro
forma scheduled debt maturities over the next five years are
estimated to be $3 million in 2012, $6 million in each of 2013
through 2016.

KII's EUR80 million revolver, expiring October 2013, the proposed
$125 million ABL revolver and cash balances are expected to be
sufficient to support seasonal needs.  Pro forma for the proposed
transaction, cash on hand would be $39 million and the revolvers
would be fully available as of March 31, 2012.  Pro forma total
debt/operating EBITDA would be 0.85 times (x).

KII's EUR80 million revolver covenants are calculated at the
operating subsidiary level.  Fitch expects the company to be well
within the net secured debt to EBITDA maximum of 0.7x and the net
debt to equity maximum of 0.50x to 1.00x.  The $125 million ABL
revolver is expected to have a minimum 1:1x fixed charges covenant
at such times that the facility has less than 10% available.  The
term loan B is expected to have no maintenance financial
covenants.

The Stable Outlook reflects Fitch's view that leverage should
remain below 2x.

An unexpected cash burn or leverage greater than 2.5x for more
than 12 months would result in a review of the ratings for a
possible downgrade.  Should debt be repaid to a greater degree
than Fitch's expectations, Fitch would review the ratings for a
possible upgrade.

Fitch rates Kronos Worldwide, Inc. as follows:

  -- Issuer Default Rating (IDR) at 'BB';
  -- ABL revolver at 'BB+';
  -- Term loan B at 'BB'.

Fitch has taken the following rating actions at Kronos
International, Inc.:

  -- Issuer Default Rating (IDR) upgraded to 'BB-' from 'B+';
  -- Senior secured revolving credit facility affirmed at 'BB+'
     and recovery rating has been withdrawn;
  -- Senior secured notes affirmed at 'BB-' and recovery rating
     has been withdrawn.


LIGHTSQUARED INC: Hiring Milbank as Bankruptcy Attorneys
--------------------------------------------------------
LightSquared Inc. and certain of its affiliates filed formal
applications to employ Milbank, Tweed, Hadley & McCloy LLP as
attorneys for the Debtors, nunc pro tunc to the bankruptcy filing
date.

The Debtors propose to pay Milbank at its standard hourly rates:

          $825 to $1,140 for partners,
          $795 to $995 for of counsel,
          $295 to $750 for associates and senior attorneys, and
          $130 to $290 for legal assistants.

Matthew S. Barr, Esq., a partner at Milbank's Financial
Restructuring Group, attests that the firm does not have any
connection with, or any interest adverse to, the Debtors, their
creditors or any other party in interest, or their attorneys and
accountants.  Milbank also is a "disinterested person," as the
term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code.

Prior to and since the Petition Date, Milbank has represented
Harbinger Capital Partners LLC or one or more of its affiliates
who are shareholders of LightSquared in connection with matters
unrelated to the Debtors, including, among other things, corporate
and securities matters unrelated to the Debtors.  In addition,
prior to the Petition Date and prior to its representation of
LightSquared, Milbank represented LightSquared's indirect parent
company, HGW US Holding Company, L.P., in connection with
potential financings and general corporate matters. Milbank does
not believe that its representation of Harbinger in matters
unrelated to the Debtors constitutes a conflict of interest in
connection with the Chapter 11 cases.  Milbank obtained
appropriate waivers from both Harbinger and LightSquared with
respect to any conflicts of interest arising from Milbank's
previous representation of Harbinger or from Milbank's
representation of LightSquared going forward.

According to Milbank's books and records for the year prior to the
Petition Date, Milbank has received payment from the Debtors of
roughly $2,500,000 on account of invoices for legal services
performed and expenses incurred in contemplation of, or in
connection with, the Debtors' restructuring efforts including,
among other things, the preparation of various "first day"
pleadings and negotiations with various creditor groups on
restructuring.

As of Jan. 17, 2012, the Debtors provided Milbank with an
aggregate advance payment of $1 million to establish a retainer to
pay for legal services rendered or to be rendered in connection
with the Debtors' restructuring efforts.  As of the date petition
date, Milbank holds a $370,000 retainer that it will hold
according to its standard internal procedures in the same manner
as Milbank holds retainers received from each of its other
clients.  Milbank intends to hold the retainer during the Chapter
11 cases and apply the retainer against fees and expenses allowed,
at Milbank's option, after submission of Milbank's fee
applications and approval by the Court, with any balance to be
returned to the Debtors.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LIGHTSQUARED INC: Can Hire Kurtzman Carson as Claims Agent
----------------------------------------------------------
LightSquared Inc. and certain of its affiliates received the go-
signal to employ Kurtzman Carson Consultants LLC as their claims
and noticing agent.  Prior to the Petition Date, KCC received a
$40,000 retainer.

Albert Kass, Vice President of Corporate Restructuring Services at
Kurtzman Carson Consultants LLC, attests that KCC (a) does not
have any adverse connection with the Debtors, the Debtors'
creditors, any other parties in interest or their attorneys and
accountants, or the U.S. Trustee and (b) does not hold or
represent an interest adverse to the Debtors' estate.  KCC is a
"disinterested person," as that term is defined in section 101(14)
of the Bankruptcy Code.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LIGHTSQUARED INC: Schedules Filing Deadline Extended to June 27
---------------------------------------------------------------
At the behest of LightSquared Inc., the Bankruptcy Court extended
through June 27, 2012, the Debtors' deadline to file their (a)
statements of financial affairs, (b) schedules of assets and
liabilities, (c) schedules of current income and expenditures,
(d) schedules of executory contracts and unexpired leases and (e)
lists of equity security holders.  The ruling is without prejudice
to the Debtors' rights to seek further extensions.

The Debtors said they have begun compiling the information
required to complete their Schedules and Statements. Nevertheless,
as a consequence of the complexity of their business operations,
coupled with the limited time and resources available, the Debtors
have not yet finished gathering information.

Section 521 of the Bankruptcy Code and Bankruptcy Rules 1007(a)
and (c) require the Debtors to file their Schedules and Statements
within 14 days after the Petition Date.  Pursuant to Bankruptcy
Rules 1007(a)(5) and (c), and 9006(b), the Court has authority to
extend the deadline to file the Schedules and Statements "for
cause."

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LIGHTSQUARED INC: To Hold Initial Case Conference on June 11
------------------------------------------------------------
The Bankruptcy Court will hold an initial case management
conference in the Chapter 11 case of LightSquared Inc. to aid in
the efficient conduct of the case.  Judge Shelley C. Chapman set
the case management conference in Room 610, United States
Bankruptcy Court, One Bowling Green, in New York on June 11, 2012,
at 2:00 p.m.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


MARIANA RETIREMENT FUND: CNMI Also Wants Court to Dismiss Case
--------------------------------------------------------------
Ferdie de la Torre at Saipan Tribune reports that the Commonwealth
of the Northern Mariana Islands filed its own request seeking
dismissal of the NMI Retirement Fund's Chapter 11 bankruptcy
petition.

The report relates the CNMI, through assistant attorney general
Teresita J. Sablan, echoed the position of other parties in the
case that the Fund is a government instrumentality and therefore
not eligible to file for Chapter 11 bankruptcy.  Ms. Sablan said
in Wednesday's filing that the Fund does not fall within the
definition of a person or entity eligible for Chapter 11
protection.  Ms. Sablan said the CNMI government is an interested
party in the proceeding since it created the Fund.

The report relates Ms. Sablan said the CNMI government believes
the Fund is an integral part of the Executive Branch of the
government and wishes to restrain the Fund and its managers from
taking actions that are beyond their powers or are contrary to
Commonwealth law.

As reported by the Troubled Company Reporter, requests seeking
dismissal of the Fund's bankruptcy have been filed by two unnamed
clients of lawyer Bruce Jorgensen and the office of the United
States Trustee.  Two retirees and members of the NMI Retirement
Fund joined in the Dismissal Motion.  A hearing has been set for
June 1 on the Motions to Dismiss.

                    About NMI Retirement Fund

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

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

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

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

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

The Office of the U.S. Trustee for Region 15 appointed seven
members to serve on the official committee of unsecured creditors
in the Chapter 11 case of the Northern Mariana Islands Retirement
Fund.


MBI ENERGY: Moody's Issues Correction to April 17 Rating Release
----------------------------------------------------------------
Moody's Investors Service issued a correction to the April 17,
2012 ratings release of MBI Energy Services, Inc.

Moody's assigned a Caa1 rating to MBI's senior unsecured notes due
2020. Moody's also assigned a B3 Corporate Family Rating (CFR) and
Probability of Default Rating (PDR). This is the first time that
Moody's has rated MBI. The outlook is stable.

Ratings Rationale

"The B3 CFR is restrained by MBI's geographic and business line
concentration, small scale, Moody's expectation of rapid growth
with negative free cash flow, leverage which we view as high
considering the company's business risk profile, and exposure to
the oilfield services sector which is inherently cyclical and
indirectly driven by commodity prices," commented Jonathan
Kalmanoff, Moody's Analyst. "The rating is supported by MBI's
market position in the rapidly growing Bakken, a thirty year
operating history in the region, flexible capital spending
requirements, and low operating leverage." Moody's estimates
December 31, 2011 LTM adjusted debt / EBITDA to be 2.9x, pro forma
for the proposed notes issuance and acquisitions through March of
2012.

Assignments:

  Issuer: MBI Energy Services, Inc.

     Probability of Default Rating, Assigned B3

     Corporate Family Rating, Assigned B3

    Senior Unsecured Regular Bond/Debenture, Assigned a range of
    63 - LGD4 to Caa1

MBI has adequate liquidity to cover expected negative free cash
flow through the second quarter of 2013, considering current
capital spending plans. As of April 12, 2012 (pro forma for the
notes issuance) the company had $13.7 million of cash and an
undrawn $100 million secured revolving credit facility which
matures in 2017. There are no additional debt maturities until
2020 when the notes mature. Financial covenants under the credit
facility are debt / EBITDA of no more than 3.5x, secured debt /
EDITDA of no more than 2.5x, and EBITDA / interest of at least
3.0x. Considering both pro forma leverage and Moody's expectation
of negative free cash flow for 2012 in the range of $50 million to
$65 million at the current capital spending budget, Moody's
expects that MBI will be able to maintain a comfortable level of
headroom under the covenants. Substantially all of MBI's assets
are pledged as security under the credit agreement, which limits
the extent to which asset sales could provide a source of
additional liquidity if needed.

The Caa1 senior unsecured note rating reflects both the overall
probability of default of MBI, to which Moody's assigns a PDR of
B3, and a loss given default of LGD4-63%. The size of the senior
secured revolver's priority claim relative to the senior unsecured
notes results in the notes being rated one notch beneath the B3
CFR under Moody's Loss Given Default Methodology.

Moody's could upgrade the ratings if MBI increases its geographic
and/or business line diversification while maintaining leverage
below 3.0x. Moody's could downgrade the ratings if leverage
increases due to a leveraging acquisition, growth which is more
rapid than anticipated, or a cyclical or regional downturn in
activity which is much stronger than anticipated and debt / EBITDA
appears likely to be 4.5x or higher.

The principal methodology used in rating MBI Energy Services was
the Global Oilfield Services 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.

MBI Energy Services, Inc. is an oilfield services company
headquartered in Belfield, ND.


MEDIA GENERAL: Sells Newspapers, Except Tampa Assets, to Berkshire
------------------------------------------------------------------
Media General, Inc., said Thursday it has signed agreements with
Berkshire Hathaway, Inc., (NYSE: BRK.A and BRK.B) for the purchase
of newspapers and new financing.

A subsidiary of Berkshire Hathaway, BH Media Group, will purchase
all of the newspapers owned by Media General, except the Tampa
group (The Tampa Tribune), for $142 million in cash.  Media
General said it is in discussions with other prospective buyers
for its Tampa print assets.

Under a separate credit agreement, Berkshire Hathaway will provide
Media General with a $400 million term loan and a $45 million
revolving credit line.  The new loan will be used to fully repay
the company's existing bank debt due March 2013 and will mature in
May 2020.

Media General will issue Berkshire Hathaway penny warrants for
roughly 4.6 million Class A shares, which represents 19.9% of
Media General's existing shares outstanding.  In addition,
Berkshire Hathaway has the option to nominate a director to Media
General's Board of Directors.

The newspapers being purchased by BH Media Group include 63 daily
and weekly titles in Virginia, North Carolina, South Carolina and
Alabama, in addition to digital assets, including Web sites and
mobile and tablet applications. The newspapers also have a
substantial commercial printing business.

Following the sale to Berkshire Hathaway, Media General's
operations will include 18 network-affiliated television stations
and their associated Web sites.  Media General owns eight NBC
affiliates, eight CBS, one ABC and one CW.  Six of its stations
operate in the Top 40 markets in the United States, including
WFLA-TV in Tampa, Florida, the country's 14th largest DMA.  Media
General's stations reach more than one-third of TV households in
the Southeast and more than 8% of U.S. TV households.

The Media General newspapers will be part of BH Media Group, along
with the Omaha World-Herald Company newspapers.  A sister company
of the Omaha World-Herald Company, World Media Enterprises, Inc.,
will manage the Media General newspapers.

The newspaper transaction is expected to close on June 25.

The closing date of the new credit agreement is expected to be no
later than May 24.

Marshall N. Morton, president and chief executive officer of Media
General, said, "Selling our newspapers represents a monumental
change for us.  We're very happy that our newspapers will become
part of Berkshire Hathaway's BH Media Group, a company with a
strong commitment to local news leadership and community
engagement. This single transaction for virtually all of our
newspapers accelerates the timing of our strategy to focus on our
broadcast television business and its future growth opportunities,
including digital content and Mobile DTV," said Mr. Morton.

"We are extremely pleased to enter into a new financing
partnership with the highly respected Berkshire Hathaway
organization. Our new credit agreement addresses Media General's
long-term capital needs and provides the company with significant
financial and operating flexibility," said Mr. Morton.

"These newspapers are great institutions and powerful brands in
their respective markets," said Terry Kroeger, president of BH
Media Group.  "We are honored to have the opportunity to work with
our new colleagues as we continue to produce top-notch news and
advertising products in both print and digital platforms."

"In towns and cities where there is a strong sense of community,
there is no more important institution than the local paper," said
Warren Buffett, Chairman of Berkshire Hathaway. "The many locales
served by the newspapers we are acquiring fall firmly in this mold
and we are delighted they have found a permanent home with
Berkshire Hathaway."

The New York Times notes this is the second newspaper deal that
Berkshire, based in Omaha, has reached in the last six months.  In
November, Mr. Buffett struck a deal to buy The Omaha World-Herald
Company, the publisher of his hometown paper, for a reported $200
million.

NY Times also notes Mr. Buffett had hinted of future newspaper
deals at his company's annual shareholders convention this month,
telling investors, "We may buy more."

Berkshire also holds stakes in The Buffalo News and The Washington
Post Company.

Media General said that in recent years its model has shifted
toward its broadcast and digital businesses.  Broadcast television
accounted for 77% of total Platform Cash Flow for the full year
2011; in the first quarter of this Political year, it accounted
for 87%.  Mr. Morton said Media General is capitalizing well on
this year's event-driven revenue opportunities in broadcast.  The
company expects to generate $40 million to $45 million in
political revenues and will benefit from operating in the key
battleground states of Ohio, Florida, Virginia and North Carolina.
Super Bowl revenues on its eight NBC stations were strong and the
company expects Summer Olympics revenues will be strong as well.
Retransmission fees are expected to reach $32 million to $37
million, compared with $21 million last year, as a result of rate
increases in renewed agreements.

"Longer term, we have a solid plan for significantly increasing
our broadcast cash flow margins and total company EBITDA," said
Mr. Morton.

A transition will take place over several months, in coordination
with Media General personnel. World Media Enterprises president
Douglas Hiemstra will closely oversee the transition and
operations of the acquired newspapers for Berkshire Hathaway.

After transaction fees and retaining $25 million in cash, Media
General will use the proceeds from the newspaper sale to offer to
repay existing senior secured notes, with any remaining funds to
be used for repayment of the new term loan at par.  The sale is
subject to customary closing conditions, including Federal Trade
Commission approval under the Hart-Scott-Rodino antitrust act.

The $400 million first lien term loan will have an interest rate
of 10.5%, which could step down to 9% if total leverage were to
reach 3.50x.  The new loan will be issued at a discount of 11.5%
and is secured pari passu with the company's existing 11-3/4%
senior secured notes due 2017.

The existing term loan in the amount of roughly $364 million will
be fully repaid the same day the new credit agreement becomes
effective.  Media General now expects total cash interest expense
in 2012 will be roughly $67 million.  Total interest expense,
including non-cash amortization of issue discount, new issuance
fees, and the warrants, is expected to be $80 million in 2012.

Media General's financial advisor is Peter J. Solomon Company.
JPMorgan was the sole arranger and syndication agent on financing.

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company reported a
net loss of $74.32 million for the fiscal year ended Dec. 25,
2011, a net loss of $22.64 million for the fiscal year ended Dec.
26, 2010, and a net loss of $35.76 million for the fiscal year
ended Dec. 27, 2009.

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.


MERCURY COS: Lawsuit Over Sale of Colorado Units Goes to Trial
--------------------------------------------------------------
In the case, MERCURY COMPANIES, INC., Plaintiff/Counter-Defendant,
v. FNF SECURITY ACQUISITION, INC., Defendant/Counter-Claimant and
FIDELITY NATIONAL TITLE COMPANY, USA DIGITAL SOLUTIONS, INC.,
AMERICAN HERITAGE TITLE AGENCY, INC., and MERCURY SERVICES OF
UTAH, INC. Defendants, Adv. Proc. No. 10-1133 (Bankr. D. Colo.),
both the plaintiff and the defendants failed to advance their
motions for partial summary judgment.  Bankruptcy Judge Michael E.
Romero said summary judgment is inappropriate for either FNF or
Mercury as there are genuine issues of material fact that remain
to be tried.

Mercury entered into a stock purchase agreement with Fidelity
under which Fidelity would purchase from Mercury all the
outstanding capital stock of certain of Mercury's subsidiaries,
specifically Defendants USA Digital Solutions, Inc., American
Heritage Title Agency, Inc., Mercury Settlement Services of Utah,
Inc., and United Title Company, Inc., and take on the Colorado
Subsidiaries' ongoing operational liabilities.  The Amended
Complaint alleges Fidelity did not fully perform under the stock
purchase agreement. In addition, it alleges Mercury paid
approximately $1.68 million to the Colorado Subsidiaries after the
transaction with Fidelity closed, for transactions which had
occurred pre-closing, in the belief the payment was required under
the stock purchase agreement.

The Amended Complaint seeks 1) recovery of a fraudulent transfer
against Fidelity; 2) damages for breach of contract against
Fidelity; 3) damages from alleged breach of implied covenant of
good faith and fair dealing by Fidelity; 4) recovery of the $1.68
million as a fraudulent transfer against the Colorado
Subsidiaries; and 5) avoidance of the $1.68 million payment to the
Colorado Subsidiaries as a preference under 11 U.S.C. Sec. 547.

The Defendants' Answer to the Amended Complaint admits Mercury was
in a difficult financial position in August 2008, and admits
Comerica Bank's sweep of Mercury's bank accounts and the closure
of Mercury's California, Arizona, and Texas subsidiaries rendered
Mercury insolvent.  The Defendants also admit Fidelity entered
into a stock purchase agreement to purchase the outstanding stock
of the Colorado Subsidiaries.  Fidelity wired $1 million of the $5
million purchase price directly to Mercury, and wired an
additional $1,484,004 to Comerica Bank, but refused to pay the
remaining $2,516,000.

However, the Defendants deny knowledge as to whether Mercury was
insolvent on the date of the sale or as a result of the sale, and
deny the $5 million purchase price was less than equivalent value.
They dispute assertions of breach of contract by Fidelity, and
deny the transfers of the funds of the Colorado Subsidiaries
constituted fraudulent transfers or preferences.

The Defendants raise affirmative defenses: 1) Mercury's claims are
subject to the doctrine of estoppel; 2) Mercury's claims are
barred due to a failure of consideration; 3) Mercury's claims are
barred due to laches; 4) Mercury has waived the claims; 5)
Mercury's claims are barred in whole or in part due to failure to
comply with a condition precedent; 6) Mercury has not stated a
cause of action upon which relief may be granted; 7) Mercury's
claims are barred in whole or in party by the applicable statue of
limitations; 8) the alleged fraudulent transfers by Mercury to
Defendant are not avoidable because the Defendants took such
transfers for value and in good faith; 9) the alleged preferential
transfers are not avoidable because any such payments were
intended by the parties to be contemporaneous exchanges for new
value, and were in fact such exchanges; and 10) the alleged
preferential transfers are not avoidable because they were made
with earmarked funds.

A copy of Judge Romero's May 15, 2012 Order is available at
http://is.gd/v1hQk1from Leagle.com.

                    About Mercury Companies Inc.

Denver, Colorado-based Mercury Companies Inc. was a holding
company primarily for subsidiaries that until recently were
involved in the settlement services industry, including title
services, escrow services, real estate services, mortgage
services, mortgage document preparation, and settlement services
software development.  Mercury has since wound down or sold its
operations.

Mercury Cos. filed for Chapter 11 protection on Aug. 28, 2008.
Two months later, six subsidiaries, namely Arizona Title Agency,
Inc., Financial Title Company, Lenders Choice Title Company,
Lenders First Choice Agency, Inc., Texas United Title, Inc., dba
United Title of Texas and Title Guaranty Agency of Arizona, Inc.,
also filed voluntary Chapter 11 petitions.  The units' cases are
jointly administered with Mercury's (Bankr. D. Colo. Lead Case No.
08-23125).  Lawywers at Brownstein Hyatt Farber Schreck, LLP, led
by Daniel J. Garfield, Esq., served as the Debtors' bankruptcy
counsel.  Lars H. Fuller, Esq., at Baker Hostetler, served as the
official committee of unsecured creditors' counsel.

Mercury Companies disclosed $21.8 million in assets and
$63.6 million in liabilities as of the Petition Date.

The Bankruptcy Court confirmed the Debtors' liquidating Chapter 11
Plan, as amended, on Dec. 13, 2010, after objections by the Texas
Comptroller of Public Accounts and the former employee creditors
were withdrawn.  Under the Plan, Mercury would set $25 million
cash aside in a fund for distribution to general unsecured
creditors.  Mercury estimated that at the conclusion of the claims
resolution process the total allowed general unsecured claims
would be $35 million.  The initial $25 million must be sufficient
to pay unsecured creditors roughly 70% of their claims (although
it will not be paid all at once because of the need to reserve for
disputed claims).  Mercury's remaining activities would generate
more cash so that eventually creditors must receive greater
distributions.


MOHEGAN TRIBAL: Reports $14.6 Million Net Income in March 31 Qtr.
-----------------------------------------------------------------
Mohegan Tribal Gaming Authority filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $14.61 million on $351.15 million of net revenues
for the three months ended March 31, 2012, compared with net
income of $24.74 million on $347.94 million of net revenues for
the same period during the prior year.

The Authority reported net income of $38.28 million on $703.03
million of net revenues for the six months ended March 31, 2012,
compared with net income of $37.22 million on $683.54 million of
net revenues for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $2.27
billion in total assets, $2.06 billion in total liabilities and
$211.30 million in total capital.

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

                       http://is.gd/v1fKWD

               About Mohegan Tribal Gaming Authority

Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is an
instrumentality of the Mohegan Tribe of Indians of Connecticut, or
the Tribe, a federally-recognized Indian tribe with an
approximately 507-acre reservation situated in Southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive authority to conduct and regulate
gaming activities on the existing reservation of the Tribe,
including the operation of Mohegan Sun, a gaming and entertainment
complex located on a 185-acre site on the Tribe's reservation.
Through its subsidiary, Downs Racing, L.P., the Authority also
owns and operates Mohegan Sun at Pocono Downs, a gaming and
entertainment facility located on a 400-acre site in Plains
Township, Pennsylvania, and several off-track wagering facilities
located elsewhere in Pennsylvania.

PricewaterhouseCoopers LLP, in Hartford, Connecticut, expressed
substantial doubt about the Authority's ability to continue as a
going concern.  The independent auditors noted that of the
Authority's total debt of $1.6 billion as of Sept. 30, 2011,
$811.1 million matures within the next twelve months, including
$535.0 million outstanding under the Authority's Bank Credit
Facility which matures on March 9, 2012, and the Authority's
$250.0 million 2002 8% Senior Subordinated Notes which mature on
April 1, 2012.  In addition, a substantial amount of the
Authority's other outstanding indebtedness matures over the
following three fiscal years.

                           *     *     *

As reported by the TCR on March 14, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Uncasville,
Conn.-based Mohegan Tribal Gaming Authority (MTGA) to 'B-' from
'SD'.

"The upgrade to 'B-' reflects our reassessment of the Authority's
capital structure following the completion of its comprehensive
debt refinancing plan," said Standard & Poor's credit analyst
Melissa Long.  "While the completed transactions were not a de-
leveraging event, the post-exchange capital structure
substantially reduced MTGA's debt maturities over the next few
years," S&P said.


MOMENTIVE PERFORMANCE: Moody's Rates Senior Secured Notes 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the guaranteed
senior secured notes due 2020 of Momentive Performance Material's
Inc. (MPM). Proceeds of from the notes will be used to repay $250
million of its guaranteed senior secured term loan due 2015 and
$130 million of its guaranteed senior secured second lien notes
due 2014, as well as adding $50 million cash to the balance sheet.
The new notes will have a lien on the same collateral as the
existing second lien notes, but rank ahead of those notes with
regard to payment. However, the new notes will be contractually
subordinated to the first lien term loan. The company's outlook is
stable.

"While credit metrics remain weak, this transaction extends the
debt maturities, supplies additional liquidity, and provides extra
headroom under the bank facility's secured leverage covenant,"
stated John Rogers, Senior Vice President at Moody's.

Moody's changed the LGD assessments on the outstanding debt as a
result of changes to the company's debt balances as a result of
this transaction.

Ratings assigned

Momentive Performance Materials Inc.

Guaranteed senior secured notes due 2020 at B2 (LGD2, 27%)

Ratings list:

Momentive Performance Materials Inc.

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1

Speculative Grade Liquidity Rating at SGL-3

Senior Secured Letter of Credit Facility due 2013 to B1 (LGD1, 9%)
from B1 (LGD2, 12%)

Guaranteed senior secured revolver due 2014 to B1 (LGD1, 9%) from
B1 (LGD2, 12%)

Guaranteed senior secured term loan due 2015 to B1 (LGD1, 9%) from
B1 (LGD2, 12%)

Guaranteed senior secured second lien notes due 2014 to B3 (LGD3,
43%) from B3 (LGD3, 40%)

Guaranteed senior unsecured notes due 2021 to Caa1 (LGD4, 58%)
from Caa1 (LGD4, 57%)

Senior subordinated notes due 2016 at Caa3 (LGD5, 84%)

The outlook is stable.

Ratings Rationale

MPM's Caa1 CFR reflects a slow recovery in EBITDA in 2012 as a
result of new industry capacity and 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 company's 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 is likely to remain below $300
million into 2013, 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 reduce costs and
take additional actions to improve its financial performance over
the next year. 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 of SGL-3 results from
expectations for negative free cash flow through the year as
volumes will continue to be pressured by weak demand in certain
end markets and new industry capacity. The addition of $50 million
to the balance sheet from this debt issuance will provide MPM with
needed liquidity, especially if the recovery is slower than
currently expected. MPM's liquidity is supported by a pro forma
cash balance of $172 million and revolver availability of $259
million at March 31, 2012. There is little concern regarding MPM's
ability to maintain compliance with covenants given the additional
reduction in first lien debt from this debt offering. On a pro
forma basis debt maturities will be relatively small through the
end of 2014 (roughly $160 million) but increase significantly in
2015 to $740.

The principal methodology used in rating Momentive Performance
Materials 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.

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.


MOUNTAIN PROVINCE: Incurs C$4.4 Million Net Loss in First Quarter
-----------------------------------------------------------------
Mountain Province Diamonds Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 6-K disclosing a
net loss of C$4.40 million for the three months ended March 31,
2012, compared with a net loss of C$1.60 million for the same
period during the prior year.

Mountain Province reported a net loss of C$11.53 million in 2011,
compared with a net loss of C$14.53 million in 2010.

The Company's balance sheet at March 31, 2012, showed
C$66.84 million in total assets, C$13.13 million in total
liabilities, and C$53.70 million in total shareholders' equity.

The Company's mineral assets are in the exploration and evaluation
stage and, as a result, the Company has no source of revenues.  In
the three months ended March 31, 2012, the Company incurred losses
and will be required to obtain additional sources of financing to
complete its business plans going into the future.  Although the
Company had working capital of $10,888,002 at March 31, 2012,
including $17,649,897 of cash and short-term investments, the
Company has insufficient capital to finance its operations and the
Company's costs of the Gahcho Kue Project over the next 12 months.

The Company is currently investigating various sources of
additional liquidity to increase the cash balances required for
ongoing operations over the foreseeable future.  These additional
sources include, but are not limited to, share offerings, private
placements, credit facilities, and debt, as well as exercises of
outstanding options.  However, there is no certainty that the
Company will be able to obtain financing from any of those
sources.  These conditions indicate the existence of a material
uncertainty that results in substantial doubt as to the Company's
ability to continue as a going concern.

For the year ended Dec. 31, 2011, KPMG LLP, in Toronto, Canada,
noted that the Company has incurred a net loss in 2011 and expects
to require additional capital resources to meet planned
expenditures in 2012 that raise substantial doubt about the
Company's ability to continue as a going concern.

A copy of the Form 6-K is available for free at:

                        http://is.gd/JHbOZz

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.


MPG OFFICE: Caspian Holds 9.2% of Series A Preferred Stock
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Caspian Capital LP and its affiliates
disclosed that, as of May 14, 2012, they beneficially own
898,047 shares of 7.625% Series A Cumulative Redeemable Preferred
Stock, par value $.01 per share, of MPG Office Trust, Inc.,
representing 9.2% of the shares outstanding.  The percentage was
calculated based upon an aggregate of 9,730,370 shares of
Preferred Stock outstanding as of March 31, 2012.  A copy of the
filing is available for free at http://is.gd/4J77YR

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.19 billion in total assets, $3.11 billion in total liabilities,
and a $913.35 million total deficit.


MUNICIPAL MORTGAGE: Incurs $8.8-Mil. Net Loss in First Quarter
--------------------------------------------------------------
Municipal Mortgage & Equity, LLC, filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $8.87 million on $25.35 million of total
revenue for the three months ended March 31, 2012, compared with a
net loss of $16.52 million on $24.76 million of total revenue for
the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $1.83
billion in total assets, $1.12 billion in total liabilities and
$714.15 million in total equity.

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

                         http://is.gd/UUDGk8

                      About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

Municipal Mortgage reported a net loss of $18.81 million in 2011,
compared with a net loss of $72.45 million in 2010.

For 2011, KPMG LLP, in Baltimore, Maryland, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has been
negatively impacted by the deterioration of the capital markets
and has liquidity issues which have resulted in the Company having
to sell assets and work with its creditors to restructure or
extend its debt arrangements.

                         Bankruptcy Warning

The Company said in its 2011 annual report that although the
Company has been able to extend, restructure and obtain
forbearance agreements on various debt and interest rate swap
agreements, these extensions, restructurings and forbearance
agreements are generally short-term in nature and do not by
themselves provide a viable long-term solution to the Company's
liquidity issues.  If the Company is not able to negotiate other
arrangements, the Company will not be able to pay the interest on
certain of its subordinate debt following the rate increases that
are scheduled to occur in April and May of 2012.  The Company's
future cash flows are not expected to be sufficient to satisfy the
overall debt service required under the subordinate debt following
such increases, and the Company would be unable to repay the
indebtedness if the subordinate debt were accelerated.

In the event management is not successful in restructuring or
settling its remaining non-bond related debt, or if the bond
portfolio net interest income and the common equity distributions
the Company receives from its subsidiaries are substantially
reduced, the Company may have to consider seeking relief through
reorganization under the U.S. Bankruptcy Code.


NADYA SULEMAN: Incomplete Documents Cue Judge to Reject Case
------------------------------------------------------------
The Associated Press reports that a judge threw out Nadya
Suleman's bankruptcy claim after she failed to file the proper
paperwork to show she can't pay as much as $1 million in debt.

AP notes creditors can move to collect what they say they're owed,
and a pending foreclosure can go ahead against the La Habra,
Calif., house Ms. Suleman lives in with her 14 children.

According to AP, Ms. Suleman's case was thrown out because she
didn't file a dozen financial documents and statements required to
prove bankruptcy.  In her initial filing April 30, Ms. Suleman
estimated that she owed as much as $1 million that she is unable
to repay.

AP notes Ms. Suleman had sought protection from her debts under
Chapter 7 bankruptcy, which means a court-appointed trustee would
have liquidated her assets to pay off creditors before she is
discharged from most of her debts.  She owed money to more than
20 parties, including utility companies, her father and a
Christian school.

Ms. Suleman is an unemployed single mother who became famous after
giving birth to octuplets in 2009.  Her octuplets are the world's
longest living set, according to the report.


NB&J LLC: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: NB&J, LLC
        dba Sleep Inn
        2799 Airport Way
        Boise, ID 83705

Bankruptcy Case No.: 12-01134

Chapter 11 Petition Date: May 14, 2012

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Jim D. Pappas

Debtor's Counsel: Patrick John Geile, Esq.
                  FOLEY FREEMAN, PLLC
                  P.O. Box 10
                  Meridian, ID 83680
                  Tel: (208) 888-9111
                  Fax: (208) 888-5130
                  E-mail: pgeile@foleyfreeman.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 six largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/idb12-01134.pdf

The petition was signed by Avtar Jassel, member/manager.


NEWLAND INT'L: Fitch Cuts Rating on $220-Mil. Sr. Notes to 'Dsf'
----------------------------------------------------------------
Fitch Ratings has downgraded the rating on the notes issued by
Newland International Properties, Corp as follows:

  -- US$220 million senior secured notes due 2014 to 'Dsf' from
     'Csf'.

Fitch's rating addresses the timely payment of interest on a
semiannual basis and ultimate payment of principal at maturity.

Fitch was notified by management that no scheduled payment on the
notes was made on May 15, 2012.  As a result Fitch has downgraded
the bonds to 'Dsf'.  Fitch will continue to monitor this
transaction for additional information in regard to the project's
development and restructuring of the notes as part of the ongoing
surveillance process.

Newland is the real estate development company established to
develop the Trump Ocean Club International Hotel & Tower (TOC), a
multi-use luxury tower located on the Punta Pacifica Peninsula in
Panama City, Panama.  The TOC building was officially opened to
the public on July 6, 2011.


NORD RESOURCES: Incurs $2.5 Million Net Loss in First Quarter
-------------------------------------------------------------
Nord Resources Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.50 million on $2.37 million of net sales for the
three months ended March 31, 2012, compared with a net loss of
$2.27 million on $4.75 million of net sales for the same period
during the prior year.

Nord Resources reported a net loss of $10.31 million on
$14.48 million of net sales in 2011, compared with a net loss of
$21.20 million on $28.64 million of net loss in 2010.

The Company's balance sheet at March 31, 2012, showed $54.81
million in total assets, $65.15 million in total liabilities and a
$10.34 million total stockholders' deficit.

                           Going Concern

Nedbank, the Company's senior lender, has declined to extend the
forbearance agreement with respect to the scheduled principal and
interest payments that were due between March 31, 2010, and
March 31, 2012, under the Company's $25,000,000 secured term-loan
credit facility.  Accordingly, the Company has been in default of
its obligations under the Credit Agreement with Nedbank since
May 14, 2010.  The full amount of the outstanding principal and
accrued and unpaid interest is included in the Company's current
liabilities, together with any additional amounts payable under
the Credit Agreement.  As of the date of these condensed
consolidated financial statements, Nedbank has not exercised its
rights under the Credit Agreement to provide notification of the
Company's default condition or commence foreclosure actions on the
collateral held, which represents substantially all of the assets
of the Company.

Nedbank Capital has also declined to extend the forbearance
agreement regarding the Company's failure to make the timely
monthly settlement payments beginning in March of 2010 through
Dec. 31, 2011, under the copper hedge agreement.  As of March 31,
2012, the amount due to Nedbank Capital related to these
settlements is $16,106,691.

The Company's continuation as a going concern is dependent upon
its ability to refinance the obligations under the Credit
Agreement with Nedbank and the Copper Hedge Agreement with Nedbank
Capital, thus curing the current state of default under the
respective agreements, raise additional capital, and on its
ability to produce copper to sell at a level where the Company
becomes profitable and generates cash flows from operations.  The
Company's continued existence is dependent upon its ability to
resume full operations and achieve its operating plan.  If
management cannot achieve its operating plan because of sales
shortfalls, a reduction in copper prices, or other unfavorable
events, the Company may find it necessary to dispose of assets, or
undertake other actions as may be appropriate.

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

                        http://is.gd/XunDOw

                       About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore on February 1, 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.


NORMAN REGIONAL: Moody's Upgrades Long-Term Bond Rating From Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded to Baa3 from Ba1 the long-
term bond rating assigned to Norman Regional Hospital Authority's
(OK) $64.8 million of outstanding bonds. The outlook is revised to
positive from stable.

Ratings Rationale

The upgrade to Baa3 from Ba1 and the positive outlook reflects
Norman Regional Hospital Authority's (NRHA) dominant market
position, multi-year improvement in operating performance and
absolute cash relative to the rating category, and modest capital
plans going forward. These factors are offset by NRHA's still high
debt load, leveraged balance sheet and declining volumes. However,
the positive outlook indicates Moody's confidence that NRHA will
be able to continue to deleverage and maintain favorable
operations that could lead to a potential upgrade within the next
two years.

STRENGTHS

* NRHA is a three hospital system with 60% dominant market share
in its primary care service area of Cleveland County, OK; NRHA's
facilities in the City of Norman are protected by a local city
ordinance restricting the entrance of new inpatient competitors.

* Multi-year improved operating performance with 10.9% operating
cash flow margin in fiscal year (FY) 2011 up slightly from 10.2%
in FY 2010 (Baa3 median is 6.6%) as a result of expense reductions
and revenue growth.

* Improved balance sheet measures relative to the rating category
with 110 days cash on hand at March 31, 2012 up from 106 days cash
on hand at fiscal yearend (FYE) 2011 (Baa3 median is 97 days);
although cash to debt is very weak at 39.4% at FY 2011 (Baa3
median is 83.8%).

* NRHA is expected to be a net recipient from the new Oklahoma
state Medicaid provider fee program through at least FY 2014.
Through nine months FY 2012, Norman had received a net benefit of
$5.3 million.

* Conservative fixed rate debt structure with no derivatives
exposure.

* Located 20 miles south of Oklahoma City in the very favorable
demographic area of the Aa2-rated City of Norman; unemployment is
a low 4.4% and the city's economy is anchored by the University of
Oklahoma, the oil and gas industry and NRHA.

CHALLENGES

* Very high debt burden as reflected by a low 2.20 times maximum
annual debt service (MADS) coverage ratio in FY 2011, though
improvement was shown through nine months FY 2012 of 2.97 times
(Baa3 median is 2.7 times), 68.4% debt to operating revenue (Baa3
median is 34.5%) and unfavorably high 7.6 times debt-to-cash flow
ratio (Baa3 median is 4.9 times) at FY 2011.

* Declining inpatient admissions in each of the last four fiscal
years with 10.1% decline in FY 2011 compared to FY 2008 largely
driven by greater shift to observation stays to Medicare RAC
audits; although outpatient surgeries grew 14% in FY 2011 due in
part to the 2010 opening of the new HealthPlex Hospital.

* Competition for more tertiary services from Oklahoma City from
307-bed Integris Southwest Medical Center (Integris Health
Obligated Group is rated Aa3), 555-bed OU Medical Center (HCA-
owned) and Midwest Regional (HMA owned).

* Defined contribution pension plan; prior defined benefit
pension plan frozen in December 2003 saw shift in last several
years to underfunding of $16.1 million (60.6% funded) in FY 2011
compared to nearly $507,000 overfunding (101.3% funded) in FY
2008.

Outlook

The positive outlook reflects indicates Moody's belief that NRHA
will continue to deleverage and maintain strong operations that
could lead to a potential upgrade within the next two years.

WHAT COULD MAKE THE RATING GO UP

Material and sustained operating performance resulting in reduced
leverage, improvement in liquidity, increased volume and net
patient revenue growth.

WHAT COULD MAKE THE RATING GO DOWN

A decline in operating performance or further decline in liquidity
indicators, increase in debt without improved operating
performance levels, inability to abate the decline in inpatient
volumes or uncertainty in government reimbursement.

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


NORTHCORE TECHNOLOGIES: Annual Meeting Scheduled for June 6
-----------------------------------------------------------
The annual meeting of the shareholders of Northcore Technologies
Inc. will be held in the Gallery Room, at the TMX Broadcast
Centre, The Exchange Tower, 130 King Street West, Toronto, Ontario
M5X 1J2, on Wednesday, June 6, 2012, at 3:00 p.m., Toronto time,
for these purposes:

   1. to receive and consider the Company's financial statements
      for the financial year ended Dec. 31, 2011, together with
      the report of the auditors thereon;

   2. to elect directors for the ensuing year;

   3. to appoint auditors for the ensuing year and to authorize
      the Audit Committee of the Board of Directors to fix their
      remuneration;

   4. to consider and, if deemed advisable, to pass a resolution
      authorizing an increase in the maximum number of options to
      be granted under the Company's Stock Option Plan to 15
      percent of the common shares outstanding; and

   5. to transact further and other business as may properly
      come before the Meeting or any adjournment thereof.

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of C$3.93
million in 2011, compared with a loss and comprehensive loss of
C$3.03 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
C$2.91 million in total assets, C$415,000 in total liabilities and
C$2.49 million in total shareholders' equity.


NORTHERN CALIFORNIA BANCORP: Delays Form 10-Q for First Quarter
---------------------------------------------------------------
Northern California Bancorp, Inc., said it was not be able to file
its quarterly report on Form 10-Q for the quarter ended
March 31, 2012, by May 14, 2012, the prescribed due date of the
Report, because additional time is needed to complete the review
of its financial statements included in the Report.

                 About Northern California Bancorp

Monterey, Calif.-based Northern California Bancorp owns 100% of
the stock of Monterey County Bank, Monterey, California, The
Corporation, as a bank holding company, engages in commercial
banking through the Bank.

The Bank is subject to a Consent Order that, among other things,
establishes higher minimum capital requirements than those
established under the prompt corrective action framework.  As of
Dec. 31, 2011, the most recent notification from the Federal
Deposit Insurance Corporation (FDIC) categorized the Bank as
adequately capitalized under the regulatory framework for prompt
corrective action.  Although the Bank's capital ratios meet the
definition of "well capitalized", the FDIC is permitted, by
regulation, to lower an institution's capital adequacy rating by
one level, if it determines the institution has a higher risk
profile.  The Bank received such notification from the FDIC during
2010.

The Company reported a net loss of $13.65 million for 2011,
compared with a net loss of $706,000 for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$245.68 million in total assets, $242.08 million in total
liabilities, and stockholders' equity of $3.60 million.


OMNICOMM SYSTEMS: Reports $3.8 Million Revenue in First Quarter
---------------------------------------------------------------
OmniComm Systems, Inc., reported its results of operations for the
quarter ended March 31, 2012.

Revenue for the quarter ended March 31, 2012, totalled
$3.8 million, a 14% increase over the results for the first
quarter of 2011 and a 5% improvement over Q4 2011.

"The Q1 results demonstrate our continued ability to grow our
revenue year-over-year," remarked Stephen Johnson, President and
Chief Operating Officer.  "We expect this trend to continue over
the remainder of 2012.  As the economy improves, we expect to see
an increased demand for our TrialMaster, TrialOne and eClinical
Suite software solutions from both existing and new clients."

For the quarter ended March 31, 2012, the company reported
positive EBITDA of $53,772 which represents a 147% improvement
over the Q1 2011 EBITDA of $(114,865).  "The EBITDA improvement is
the result of our ability to grow our revenue while maintaining
our cost structure in line with our revenue," commented Ronald
Linares, Executive Vice President and Chief Financial Officer.

"Our performance in Q1 2012 continues to build on our success in
2011, the best year in the company's history," stated Cornelis F.
Wit, CEO.  "The entire company is dedicated to providing
exceptional products and services to our clients.  Over the past
18 months we have expanded the capabilities of our product
offerings and successfully attracted and retained the talented
employees that will allow us to continue to provide innovative EDC
solutions to the marketplace."

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

                        http://is.gd/oBuAEn

                     About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. (OTC: OMCM.OB)
-- http://www.OmniComm.com/-- provides customer-driven Internet
solutions to pharmaceutical, biotechnology, research and medical
device organizations that conduct life changing clinical trial
research.  OmniComm Systems, Inc has U.S. headquarters in Fort
Lauderdale, Fla. and European headquarters in Bonn, Germany, with
satellite offices in New Jersey and the United Kingdom, as well as
sales offices throughout the U.S. and Europe.

The Company reported a net loss of $3.52 million in 2011, compared
with a net loss of $3.13 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.77 million
in total assets, $24.97 million in total liabilities and a
$21.19 million total shareholders' deficit.

Webb & Company, P.A., in Boynton Beach, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a net loss attributable to common shareholders of
$3.73 million, a negative cash flow from operations of $311,000, a
working capital deficiency of $6.68 million and a stockholders'
deficiency of $21.2 million.


OVERLAND STORAGE: Incurs $3.8 Million Net Loss in March 31 Qtr.
---------------------------------------------------------------
Overland Storage, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3.82 million on $15.15 million of net revenue for the
three months ended March 31, 2012, compared with a net loss of
$3.36 million on $17.12 million of net revenues for the same
period during the prior year.

The Company reported a net loss of $13.46 million on
$44.33 million of net revenues for the nine months ended March 31,
2012, compared with a net loss of $10.77 million on $52.62 million
of net revenues for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $41.32
million in total assets, $37.30 million in total liabilities and
$4.01 million in total shareholders' equity.

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

                        http://is.gd/ILXKFJ

                      About Overland Storage

San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

The Company reported a net loss of $14.50 million on $70.19
million of net revenue for the fiscal year ended June 30, 2011,
compared with a net loss of $12.96 million on $77.66 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, noted that the Company's
recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a
going concern.


PACIFIC MONARCH: Case Status Conference Continued Until July 19
---------------------------------------------------------------
The Hon. Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California continued until July 19, 2012, at
10 a.m., the status conference relating to the Chapter 11 case of
Pacific Monarch Resorts, Inc.

The Debtor is required to make a report on the status of the case.

                      About Pacific Monarch

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

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

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

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

MGV is not a debtor.

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

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

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

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


PACIFIC MONARCH: Cash Collateral Access Extended Until May 22
-------------------------------------------------------------
The Hon. Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California approved a stipulation authorizing
Pacific Monarch Resorts, Inc.'s continued access to cash
collateral subject to Resort Finance America, LLC's alleged
interests.

On Dec. 15, 2011, the Court approved the final use of cash
collateral.  Pursuant to the final cash collateral order, the
outside date for the use of cash collateral was originally defined
as Jan. 25, 2012.  The stipulation May 10, 2012, was entered
between the Debtor and RFA.

Pursuant to the stipulation, among other things:

   -- RFA consents to the Debtor's use of the cash collateral
      until May 22, in order to fund the Debtors' operations
      through the new anticipated closing date; and

   -- the outside date, currently defined as "earlier of the
      closing or May 14, 2012" will mean the earlier of the
      closing or May 22, 2012.

A full-text copy of the stipulation and the budget is available
for free at
http://bankrupt.com/misc/PACIFICMONARCH_CC6thstipulation.pdf

The Debtor was authorized to sell its business in mid-January for
$49.3 million to Diamond Resorts Corp but the sale hasn't been
completed.

The bankruptcy court meanwhile has approved a stipulation with
California Bank & Trust regarding the allowance of its secured
claims.

                      About Pacific Monarch

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

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

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

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

MGV is not a debtor.

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

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

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

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


PATRIOT NATIONAL: Swings to $546,000 Net Income in 1st Quarter
--------------------------------------------------------------
Patriot National Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $545,530 on $7.18 million of total interest and
dividend income for the three months ended March 31, 2012,
compared with a net loss of $8.98 million on $7.36 million of
total interest and dividend income for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $671.12
million in total assets, $619.89 million in total liabilities and
$51.23 million in total shareholders' equity.

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

                         http://is.gd/NPZaXI

                   About Patriot National Bancorp

Stamford, Conn.-based Patriot National Bancorp, Inc. (NASDAQ:
PNBK) is the parent company of Patriot National Bank, a national
banking association headquartered in Stamford, Fairfield County,
in Connecticut.  Patriot National Bank has 19 full service
branches, 16 in Connecticut and three in New York.


PETROLEOS DE VENEZUELA: Fitch to Rate $3BB Issuance at 'B+/RR4'
---------------------------------------------------------------
Fitch Ratings expects to assign a 'B+/RR4' rating to Petroleos de
Venezuela S.A.'s (PDVSA) proposed issuance of $3 billion of
unsecured notes due 2033, 2034 and 2035. The company expects to
use the proceeds from the issuance for general corporate purposes.
PDVSA's foreign and local currency ratings are 'B+'. The Rating
Outlook is Negative.

PDVSA's credit quality reflects the company's linkage to the
government of Venezuela as a state-owned entity, combined with
increased government control over business strategies and internal
resources. This underscores the close link between the company's
credit profile and that of the sovereign. PDVSA's ratings also
consider the company's strong balance sheet, sizeable proven
hydrocarbon reserves, and strategic interests in international
downstream assets.

Linkage to Sovereign:
PDVSA credit quality is inextricably linked to the Venezuelan
government. It is a state-owned entity whose royalties and tax
payments have historically represented more than 50% of the
government's revenues, and it is of strategic importance to the
economic and social policies of the country. In 2008, the
government changed PDVSA's charter and mission statement to allow
it to participate in industries that contribute to the country's
social development, including health care, education, and
agriculture.

Limited Transparency of Sovereign:
The Venezuelan government displays limited transparency in the
administration and use of government-managed funds, and in fiscal
operations, which poses challenges to accurately assess the stance
of fiscal policy and the full financial strength of the sovereign.
As a direct by-product of being a state-owned entity, PDVSA
displays similar characteristics, which reinforces the company's
linkage of its ratings to the sovereign.

Stand-Alone Credit Profile Solid for Rating Category:
PDVSA continues to be an important player in the global energy
sector. The company's competitive position is strong and supported
by its reported sizeable proven hydrocarbon reserves, strategic
interests in international downstream assets and private
participation in upstream operations. The company also benefits
from a strong balance sheet, which is in line with many of its
competitors. These strong credit attributes are consistent with a
higher rating category although sovereign related risks offset the
strength of the financial profile and constrain the rating to that
of the sovereign.

Low Leverage Expected to Moderately Rise:
PDVSA reported an EBITDA (after royalties and social expenditure
which include most oil bartering agreements) and FFO of
approximately USD18.7 billion and USD30.9 billion, respectively,
as of year-end 2011. Total financial debt as of Dec. 31, 2011
increased to USD34.9 billion from USD24.9 billion as of 2010. The
leverage level at 1.9x is low for the rating category, which is
limited by credit quality of the Venezuelan government. Capital
expenditures which have totaled approximately USD71.7 billion over
the past five years, are expected to increase significantly
starting next year as the company intensifies its exploration and
production efforts on the Orinoco Oil belt.

Under Fitch's base case, PDVSA's credit quality is expected to
remain strong for the rating category despite an expected
deterioration in the company's financial profile due to large
capital expenditures of approximately USD236 billion through 2018
and increasing debt levels. Fitch expects capital expenditures to
be lower than those projected by the company as they seem
unrealistic compared with current levels. Under Fitch's stress
case scenario, with declining production levels, same capital
expenditure levels and increasing debt, PDVSA's underling credit
quality could deteriorate to levels in line with the assigned
rating category.

Large Hydrocarbon Reserves:
PDVSA's reported hydrocarbon reserves continue to increase with
proved hydrocarbon reserves of 331 billion barrels of oil
equivalent (boe) (approximately 89% oil and 11% natural gas) and
proved developed hydrocarbon reserves of 20 billion boe as of
December 2011, representing a 15-year proved developed reserve
life. All reserves are property of the Bolivarian Republic of
Venezuela and not the company.

Venezuela reported oil production of approximately 2.99 million
barrels per day (bpd) and approximately 3.86 boed during 2011.
Reported cured production has declined by approximately 2% per
annum on average over the last four years. Various independent
reports have estimated production levels are lower than reported
by the company, which adds to risk and is incorporated into the
ratings.


PGI INCORPORATED: Incurs $1.5 Million Net Loss in First Quarter
---------------------------------------------------------------
PGI Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.47 million on $8,000 of revenue for the three months ended
March 31, 2012, compared with a net loss of $1.30 million on
$26,000 of revenue for the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $1.43
million in total assets, $66.38 million in total liabilities and a
$64.94 million total stockholders' deficiency.

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

                         http://is.gd/Vm7nP8

                        About PGI Incorporated

St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was
founded in 1958, and up until the mid 1990's was in the business
of building and selling homes, developing and selling home sites
and selling undeveloped or partially developed tracts of land.
Over approximately the last 15 years, the Company's business focus
and emphasis changed substantially as it concentrated its sales
and marketing efforts almost exclusively on the disposition of its
remaining real estate.  This change was prompted by its continuing
financial difficulties due to the principal and interest owed on
its debt.

Presently, the most valuable remaining asset of the Company is a
parcel of 366 acres located in Hernando County, Florida.  The
Company also owns a number of scattered sites in Charlotte County,
Florida (the "Charlotte Property"), but most of these sites are
subject to easements which markedly reduce their value and/or
consist of wetlands of indeterminate value.  As of Dec. 31, 2011,
the Company also owned six single family lots, located in Citrus
County, Florida.

As of Dec. 31, 2011, the Company had no employees, and all
services provided to the Company are through contract services.

For 2011, BKD, LLP, in St. Louis, Missouri, expressed substantial
doubt about PGI Incorporated's ability to continue as a going
concern.  The independent auditors noted that the Company has a
significant accumulated deficit, and is in default on its primary
debt, certain sinking fund and interest payments on its
convertible subordinated debentures and its convertible
debentures.

The Company reported a net loss of $5.48 million on $56,000 of
revenues for 2011, compared with a net loss of $4.93 million on
$46,000 of revenues for 2010.


PHI GROUP: Delays March 31 Form 10-Q for Review
-----------------------------------------------
PHI Group, Inc., was unable to file, without unreasonable effort
and expense, its Form 10-Q for the fiscal quarter ended March 31,
2012, due to the requirement for additional time by the auditors
to review its financial information to be included in the
referenced Form 10-Q.

                          About PHI Group

Huntington Beach, Calif.-based PHI Group, Inc., through its wholly
owned and majority-owned subsidiaries, is engaged in a number of
business activities, the scope of which includes consulting and
merger and acquisition advisory services, real estate and
hospitality development, mining, natural resources, energy, and
investing in special situations.  The Company invests in various
business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S.
and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for
its shareholders.

Dave Banerjee CPA, in Woodland Hills, Calif., expressed
substantial doubt about PHI Group's ability to continue as a going
concern.  The independent auditors noted that the Company has
accumulated deficit of $28,177,788 and net loss amounting
$1,178,297 for the year ended June 30, 2011.

The Company reported a net loss of $1.2 million for the fiscal
year ended June 30, 2011, compared with a net loss of $3.6 million
for the fiscal year ended June 30, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.46 million
in total assets, $10.11 million in total liabilities, all current,
and a $7.65 million total stockholders' deficit.


PILSEN LOFTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pilsen Lofts LLC
        1250 North Paulina
        Chicago, IL 60622

Bankruptcy Case No.: 12-19681

Chapter 11 Petition Date: May 14, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Shelly A. DeRousse, Esq.
                  STAHL COWEN CROWLEY ADDIS LLC
                  55 West Monroe Street, Suite 1200
                  Chicago, IL 60603
                  Tel: (312) 377-7887
                  Fax: (312) 423-8197
                  E-mail: sderousse@stahlcowen.com

Scheduled Assets: $3,738,948

Scheduled Liabilities: $3,198,421

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-19681.pdf

The petition was signed by Steven Lipe, manager.


PINNACLE AIRLINE: Steelworkers Deal Deadline Extended to July 13
----------------------------------------------------------------
The United Steelworkers said that through the successful work of
Pinnacle Airlines' Official Committee of Unsecured Creditors,
Pinnacle and Delta Air Lines have agreed to extend to July 13 the
bankrupt regional carrier's deadline to renegotiate its union
labor contracts.  The USW is one of seven members of the
committee.

In its presentation to the U.S. Bankruptcy Court for the Southern
District of New York, which convened to consider Pinnacle's motion
for approval of Debtor in Possession (DIP) financing and other
agreements, the USW advised the court that agreements between
Pinnacle and Delta will pose problems in upcoming bargaining.

USW International Vice President at Large Carol Landry, who leads
the union's Airline Division, stressed that the complex economic
and non-economic issues that must be addressed in negotiations
will require patience, good faith and commitment from top-level
corporate management, Delta and other stakeholders in order to
ensure that Pinnacle emerges from bankruptcy as a viable, more
stable employer in the future.

Pinnacle presented the USW with a proposal on May 8 seeking
changes to the labor agreement covering the company's flight
attendants.

"Pinnacle has already announced hundreds of layoffs and is seeking
drastic cuts to flight attendant, pilot and other employee pay,
benefits and work rules," Landry said.  "We will not allow any
party to exploit the bankruptcy process.  The USW will work
aggressively to protect its members' standards of living, achieve
job security and obtain opportunities to participate in the
company's future success."

Landry pointed out that since Pinnacle filed its Chapter 11
bankruptcy case, USW officers, staff, financial experts and legal
counsel have been actively involved in the proceedings.

As a member of the Creditors' Committee, the USW provides the
committee and its members with the unique perspective of the more
than 2,700 flight attendants and ground operations employees that
the union represents at Pinnacle and Colgan Air.

The USW represents about 850,000 working men and women in the
United States and Canada in a wide variety of industries, ranging
from airlines to glass making, mining, paper, steel, tire and
rubber and other manufacturing environments to the public sector,
service and health care industries.

                    About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PINNACLE AIRLINES: Wins Final OK of $74.3-Mil. DIP Financing
------------------------------------------------------------
Pinnacle Airlines Corp. has received final approval from the
United States Bankruptcy Court for the Southern District of New
York for $74.3 million in debtor-in-possession (DIP) financing.
The funding is being provided by Delta Air Lines, Inc.

"We are pleased that the court has granted Pinnacle final approval
for DIP financing with the support of the unsecured creditors'
committee," said Sean Menke, president and CEO of Pinnacle.
"Combined with cash from our ongoing operations, this funding will
be available to help ensure that Pinnacle has sufficient liquidity
to meet its operational and restructuring needs.  This is an
important step in our ongoing efforts to develop a viable business
plan, while continuing to provide passengers with safe, reliable
and timely service."

As previously announced, $44.3 million of the DIP financing will
be used by Pinnacle to repay a secured promissory note held by
Delta.  The remaining $30 million will be available to fund
operations during the restructuring process.

Davis Polk & Wardwell LLP and Akin Gump Strauss Hauer & Feld LLP
are serving as the company's legal advisors in the restructuring.
Barclays Capital and Seabury Group LLC are serving as financial
advisors.

Lisa Uhlman at Bankruptcy Law360 reports that the DIP financing
was approved over objections from equity holders, which had argued
that the loan is a shotgun deal that comes with too many strings
attached.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that from the loan, $44 million is being used to repay an
existing secured debt owing to Delta, for which Pinnacle operates
feeder flights.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.


PLY GEM HOLDINGS: Incurs $25.6 Million Net Loss in 1st Quarter
--------------------------------------------------------------
Ply Gem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $25.64 million on $239.17 million of net sales for the
three months ended March 31, 2012, compared with a net loss of
$70.89 million on $200.10 million of net sales for the same period
during the prior year.

The Company's balance sheet at March 31, 2012, showed $923.03
million in total assets, $1.22 billion in total liabilities and a
$301.90 million total stockholders' deficit.

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

                        http://is.gd/x5nlu9

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

The Company reported a net loss of $84.50 million in 2011,
compared with net income of $27.66 million in 2010.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.

SGS International carries a 'B1' corporate family rating from
Moody's Investors Service.


PRAYOSHA INVESTMENTS: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Prayosha Investments, LLC
        dba America's Best Value Inn
        333 Effingham Street
        Portsmouth, VA 23704

Bankruptcy Case No.: 12-72099

Chapter 11 Petition Date: May 15, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Frank J. Santoro

Debtor's Counsel: Cullen Drescher Speckhart, Esq.
                  Kelly Megan Barnhart, Esq.
                  ROUSSOS, LASSITER, GLANZER & BARNHART
                  580 E. Main Street, Suite 300
                  P.O. Box 3127
                  Norfolk, VA 23510
                  Tel: (757) 622-9005
                  Fax: (757) 624-9257
                  E-mail: speckhart@rlglegal.com
                          barnhart@rlglegal.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vaeb12-72099.pdf

The petition was signed by Hetal Patel, member.


PRINCE SPORTS: Asian Creditors Named to Committee
-------------------------------------------------
The U.S. Trustee for Region 3 appointed five creditors to serve on
the official committee of unsecured creditors in the Chapter 11
case of Prince Sports, Inc.  The members are:

          1. Da Sheng (BVI) International Holding Limited
             Attn: Chu Tu-Kung
             No. 133, Sec. 3
             Min Sheng Road, Taya Dist.
             Taichung City, Taiwan
             Tel: +886-4-5685670
             Fax: +886-4-2566-8096

          2. Ocean Well Co., Ltd.
             Attn: James Chang
             No. 29-5 Lane 59
             Nan Yang Road, Feng Yuan Dist.
             Taichung City, Taiwan R.O.C.
             Tel: +886-4-25281398
             Fax: +886-4-25281589

          3. Topkey Corporation
             Attn: Tony Chu
             18 20th Road Industrial Park
             Taichung 408 Taiwan R.O.C.
             Tel: +886-4-23591229 x 301
             Fax: +886-4-23599683

          4. Marshal Industrial Corp.
             Attn: Henry Lin
             Room 1503 Parkes Commercial Center
             2-8 Darkes St., Tsimshatsui
             Kowloon, Hong Kong
             Tel: +-852-2730222
             Fax: +852-23758919

          5. Dragon Step International Ltd.
             Attn: Chang Tsen-Hsin
             No. 912, Zhengshan Rd., Shengagn Dist.
             Taichung City 429, Taiwain, R.O.C.
             Tel: +-886-4-25623490
             Fax: +886-4-259627858

The Committee selected as counsel:

          Michael P. Richman, Esq.
          Anthony Nguyen, Esq.
          PATTON BOGGS LLP
          1185 Avenue of the Americas, 30th Fl
          New York, NY 10036
          Tel: 646-557-5100
          Fax: 646-557-5101
          E-mail: mrichman@pattonboggs.com
                  anguyen@pattonboggs.com

               - and -

           Mark A. Salzberg, Esq.
           PATTON BOGGS LLP
           2550 M Street, NW
           Washington, DC 20037
           Tel: 202-457-600
           Fax: 202-457-6315
           E-mail: msalzberg@pattonboggs.com

                - and -

            Jeffrey C. Wisler, Esq.
            Zhun Lu, Esq.
            Marc J. Phillips, Esq.
            Kelly M. Conlan, Esq.
            CONNOLLY BOVE LODGE & HUTZ LLP
            The Nemours Building
            1007 North Orange Street
            PO Box 2207
            Wilmington, DE 19899
            Tel: 302-658-9141
            Fax: 302-658-0380
            E-mail: jwisler@cblh.com
                    zlu@cblh.com
                    mphillips@cblh.com
                    kconlan@cblh.com

                        About Prince Sports

Prince Sports, Inc. and its U.S. affiliates filed voluntary
petitions for Chapter 11 reorganization (Bankr. D. Del. Lead Case
NO. 12-11439) on May 1, 2012, with a Chapter 11 plan that
contemplates the transfer of ownership to Authentic Brands Group
(ABG)-Prince LLC.

Founded in 1970, Prince Sports has a 42-year track record of
developing premium quality products for the racquet sports
industry.  Prince sells its products through brands like
"Ektelon," which sells racquetball racquets, footwear and gloves
and "Viking Athletics," through which it sells platform tennis
paddles, balls and gloves.  Prince is distributed in over 100
countries.

Lincolnshire Management Inc. acquired Prince from Benneton Group,
the parent company of United Colors of Benneton, in 2003.
Lincolnshire Management sold Prince to Nautic Partners in August
2007.

Under the Plan, (ABG)-Prince LLC, which acquired the secured debt
from GE Capital and Madison Capital, will get 100% of the new
equity in exchange of the discharge of the debt.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  The Debtors have also tapped FTI Consulting, Inc., to
provide David J. Woodward as Chief Restructuring Officer, as well
as additional personnel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.


PROTECTIVE LIFE: Fitch Puts Rating on Subordinated Debt at 'BB+'
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Protective Life
Corp.'s (PL) new issuance of subordinated debt.  At the same time,
Fitch has affirmed the 'BBB+' Issuer Default Rating (IDR) rating
of PL, the 'A' insurer financial strength (IFS) rating of
Protective Life Insurance Co. and all other PL ratings.  The
Outlook for all ratings is Stable.

Proceeds from the new debt issuance will be used to refinance the
company's outstanding trust preferreds, so Fitch does not view
this as an increase in overall leverage.  The new unsecured
subordinated debt, which will be due in 2042, will rank in
priority of payment the same as the trust preferreds being
refinanced.  They also include an option to defer interest
payments and are therefore notched one level below straight
subordinated debt.

The affirmation is based on Fitch's view that PL's year-end and
first quarter results are in line with expectations.  The
company's operating earnings continue to strengthen, and coverage
of adjusted interest expense is over 10x at the end of the first
quarter.  All segments contributed to improved earnings in the
first quarter.

The group's stated NAIC risk-based capital ratio was strong at
433% of the company action level as of year-end 2011, and is
estimated at well above 400% at the end of the first quarter.  It
is expected to remain in the same range for the full-year 2012.

Fitch continues to view PL as having above average leverage due
mainly to the financing of XXX and AXXX statutory reserve
requirements.  The financial leverage ratio (FLR), which excludes
the funding requirements, was 31% as of March 31, 2012.  While
this is up from 28% at the end of 2011, the increase is due to the
implementation in the first quarter of new DAC accounting rules,
which resulted in a $509 million reduction in equity.  The ratio
would have been 27% without the DAC change.  The total financing
and commitments ratio (TFC), which includes the reserve financing,
was very high at 1.9x as of March 31, 2012.

PL's liquidity position is good, with $70 million at the holding
company and manageable debt maturities over the next two years.

Key concerns include macroeconomic headwinds in the form of low
interest rates, high financial market volatility and the risk of
contagion from the Eurozone debt crisis.  These conditions are
expected to constrain PL's ability to improve earnings over the
near term and could have a material negative effect on the
company's earnings and capital in a severe, albeit unexpected,
scenario.

The key rating triggers that could result in an upgrade include
continued recovery in earnings combined with growth in equity and
surplus (particularly if accomplished through earnings).  Ratings
could be upgraded if financial leverage remains below 25% and TFC
leverage falls into the 0.8x to 1.0x range.  Ratings could also be
positively affected if EBIT-based interest coverage rose above 9x.

The key rating triggers that could result in a downgrade include
material declines in GAAP equity (that would drive financial
leverage above 30%) or statutory capital (that would drive
reported RBC below 300%), a downturn or weak growth in earnings,
or a material reinsurance loss.  Ratings could also be pressured
if interest coverage fell below 5x.

Fitch assigns a 'BB+' rating to the following:

Protective Life Corp.'s

  -- $250 million 6.25% subordinated notes due 2042.

Fitch Affirms the following ratings with a Stable Outlook:

Protective Life Corporation

  -- IDR at 'BBB+';
  -- $250 million in senior notes due 2013 at 'BBB';
  -- $150 million in senior notes due 2014 at 'BBB';
  -- $150 million in senior notes due 2018 at 'BBB';
  -- $400 million of 7.38% senior notes due 2019 at 'BBB';
  -- $300 million of 8.45% senior notes due 2039 at 'BBB';
  -- $100 million of 8.00% senior retail notes due 2024 at 'BBB';
  -- $103 million trust preferred issued through PLC Capital Trust
     III due 2031 at 'BB+';
  -- $119 million trust preferred issued through PLC Capital IV
     due 2032 at 'BB+';
  -- $103 million trust preferred issued through PLC Capital Trust
     V due 2034 at 'BB+';
  -- $200 million class D junior subordinated notes due 2066 at
     'BB+'.

Protective Life Insurance Company
Protective Life and Annuity Insurance Company
West Coast Life Insurance Company

  -- IFS at 'A'.

Protective Life Secured Trust

  -- Notes at 'A';
  -- Medium-term notes at 'A'.


REDDY ICE: Creditors Committee Taps BDO USA as Financial Advisors
-----------------------------------------------------------------
The Official Unsecured Creditors' Committee in the Chapter 11
cases of Reddy Ice Holdings, Inc., and Reddy Ice Corporation asks
the U.S. Bankruptcy Court for the Northern District of Texas for
permission to retain the consulting firm of BDO USA, LLP, together
with its subsidiaries, agents, independent contractors and
employees, as its financial advisors.

BDO will, among other things:

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

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

   c. conduct any requested financial analysis including verifying
      the material assets and liabilities of the Debtors, as
      necessary, and their values.

BDO is not owed any amounts with respect to prepetition fees and
expenses.

The hourly billing rates as of the date of the application are:

         Partners/Managing Directors          $475 - $795
         Directors/Sr. Managers/
            Sr. Vice Presidents               $375 - $525
         Managers/Vice Presidents             $325 - $425
         Seniors/Analysts                     $200 - $350
         Staff 1                              $150 - $225

To the best of the Committee's knowledge, BDO does not represent
any other entity having an adverse interest in connection with the
cases.

                          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.


REDDY ICE: Wants Until May 31 to File Schedules and Liabilities
---------------------------------------------------------------
Reddy Ice Holdings, Inc., and Reddy Ice Corporation ask the U.S.
Bankruptcy Court for the Northern District of Texas to extend
until May 31, 2012, the deadline by which the Debtors must file
their schedules of assets and liabilities and statements of
financial affairs in the event a Chapter 11 plan is not confirmed
within 37 days of the Petition Date.

On the Petition Date, the Debtors filed the Plan of Reorganization
of Reddy Ice Holdings, Inc. and Reddy Ice Corporation, as may be
amended, and the Disclosure Statement. Prior to the Petition Date,
on April 11, 2012, the Debtors commenced soliciting votes with
respect to the Plan.

Under the schedules and statements extension order, the Debtors
have until May 21, to file their schedules and statements and, if
a plan is confirmed within 37 days of the Petition Date, the
requirement to file schedules and statements will be waived.  The
Court has scheduled the confirmation hearing to consider
confirmation of the Plan for May 18.

In a separate filing, the Debtor requested that the Court set the
hearing on the schedules and statements extension for May 18, at
9:30 a.m. (prevailing Central Time).

                          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.

On April 20, 2012, an official committee of unsecured creditors
was appointed.


REDDY ICE: Balks at Equity Holders Committee Appointment
--------------------------------------------------------
Reddy Ice Holdings, Inc., and Reddy Ice Corporation ask the U.S.
Bankruptcy Court for the Northern District of Texas to deny the
motion of an ad hoc shareholder group for an order appointing an
official committee of equity interest holders.

According to the Debtors, Courts have consistently maintained that
the appointment of an equity committee is an extraordinary remedy
and the ad hoc shareholder group cannot demonstrate that there is
a substantial likelihood that shareholders will receive a
meaningful distribution under a strict application of the absolute
priority rule.

As reported in the Troubled Company Reporter on May 9, 2012,
reported that shareholders of Reddy Ice assert that the Company is
solvent and are asking the bankruptcy judge in Dallas to appoint
an official equity holders' committee.

The Ad Hoc Shareholder Group asserts that the Debtors' claims that
there "is no equity value in the Reddy Holdings estate" is based
on flawed analysis.

The shareholders believes Reddy Ice is worth $470 million to
$503 million, according to an appraisal by Blackhill Partners
LLC.  Total debt of Reddy Ice is $471.5 million, they say, thus
making the company "clearly solvent."  When the U.S. Trustee
declined to appoint an official equity committee, the shareholders
filed papers asking the judge for their own committee.

The Ad Hoc Shareholder Group consists of Alan Bernon, Ron Klein,
Harold Ginsburg, Pete Schenkel and Wayne Stoltenberg, each an
equity interest holder.

Reddy Ice's Chapter 11 plan is designed to give control to funds
affiliated with private-equity investor Centerbridge Capital
Partners LLC.  Shareholders can receive as much as 17 cents a
share through the plan.  The shareholders wanted to upset the
schedule, in which there will be a confirmation hearing on May 18
to approve the reorganization plan on which creditors voted before
the Chapter 11 filing.

                          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.


REDDY ICE: Shareholders Want More Details About Arctic Plan
-----------------------------------------------------------
BankruptcyData.com reports that Reddy Ice Holdings' ad hoc
shareholders filed with the U.S. Bankruptcy Court an objection to
the Debtors' Chapter 11 Plan of Reorganization and related
Disclosure Statement.

The shareholders state, "Its most glaring deficiency is that it
provides no meaningful information concerning Arctic, even though
the Debtors' pursuit of the Arctic Acquisition is a lynchpin of
the Plan.  There is no disclosure of Arctic's historical financial
performance, the reasons that the Debtors are pursuing the Arctic
acquisition, any 'synergies' that might result from the Arctic
acquisition, the equity and debt financing elements of the
potential acquisition, and whether (and to what extent) the Arctic
acquisition will result in any increased value to the Debtors.
Nor is there adequate information concerning any potential terms
of the acquisition.  Without this and certain other fundamental
information, holders of claims and interests are unable to make an
informed judgment concerning the Plan."

                        About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling
$434 million and total liabilities of $531 million.  The bulk of
the liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.  A hearing to approve the Disclosure
Statement and confirm the Plan has been set for May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.


REICHHOLD INDUSTRIES: Moody's Withdraws Ratings
-----------------------------------------------
Moody's Investors Service has withdrawn the ratings on Reichhold
Industries following the completion of the exchange offer for its
notes due 2014. Moody's deemed the exchange offer to be a
distressed exchange due to the switch to paying interest in kind
(PIK) versus paying cash interest. The issuer no longer has any
rated debt outstanding.

Ratings Rationale

The principal methodology used in rating (Reichhold) 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.

As reported by the Troubled Company Reporter-Europe on Feb. 24,
2012, Moody's lowered Reichhold Industries' Probability of Default
(PDR) to Ca/LD from Caa1 and downgraded the Corporate Family
Rating (CFR) to Caa3 from Caa1.  These actions reflect the
recently announced exchange offer for notes due 2014, which
Moody's deems to be a distressed exchange.  The Caa3 Corporate
Family Rating reflects expectations for continued weak operating
performance. The /LD (limited default) rating on the PDR will
remain in place for three days. The rating outlook is negative.

Ratings downgraded:

Reichhold Industries, Inc.

Probability to default rating -- Ca/LD from Caa1

Corporate Family Rating -- Caa3 from Caa1

$195 million senior unsecured notes due 2014 -- Ca (LGD5, 72%)
from Caa2 (LGD4, 64%)**

Outlook: Negative

** The rating on the unsecured notes will be withdrawn should all
of the existing notes be exchanged.


RESIDENTIAL CAPITAL: Ally Pays $750MM to Avoid "Meritless" Claims
-----------------------------------------------------------------
Ally Financial Inc. Chief Executive Officer Michael Carpenter
disclosed that the company paid $750 million to settle legal
claims asserted against its bankrupt mortgage unit, even though
the firm itself believes them to be meritless, "to avoid the
noise," Dakin Campbell of Bloomberg News reported.

CEO Carpenter said in a conference call with analysts the payment
to subsidiary Residential Capital LLC as part of the bankruptcy
plan insulated parent Ally from the costs of drawn-out litigation
and damage to its bond prices, the report relayed.  Put in that
light, the payment was a "good economic trade" that puts the
matter to rest, he said, the report noted.  "That doesn't mean a
lot of lawyers can't drive you nuts, create big headlines and
make a lot of money," Mr. Carpenter was quoted as saying during
the conference call.

With the $750 million put into place to settle claims as those
brought by bondholders or other third parties, claimants will
have "absolutely no case" to seek additional funds from the
parent company, the CEO said earlier this week, according to
Bloomberg.

Stephen Lubben, a bankruptcy law professor at Seton Hall
University in Newark, New Jersey, commented that Ally and ResCap
may meet challenges in appeasing creditors whose claims have not
yet been settled, Bloomberg said.  "As these new parties come to
the table, you can't negotiate with them in a way that you will
lose the consent you have with prior parties," Mr. Lubben
explained in a phone interview with Bloomberg.  Given those
challenges, the parties may find themselves in a "tricky
negotiation," according to Mr. Lubben.

Still, the legal strategy could enable allow Ally to move ahead
with plans to repay the U.S. Government for the bailout that left
taxpayers with a 74% stake, Bloomberg said.  Ally said in a
statement that it has paid the federal government $5.5 billion,
the report disclosed.

Indeed, Mr. Carpenter said Ally may be considering buying back
the U.S. stake and making acquisitions, Bloomberg relayed.  He
stated that the core auto-lending business will not be sold and
an initial public offering, which was put on hold until ResCap's
status was resolved, may be revived, the report noted.  Mr.
Carpenter also disclosed that Ally is interested in bidding ING
Direct USA, which is a direct competitor of the online bank, the
report relayed.

Meanwhile, General Motors Co. CEO Akerson said the auto company
is interested in acquiring Ally's international operations,
adding however that they are not "going to bleed to buy it,"
Bloomberg relayed.

Ally, which was once part of General Motors, ranked No. 1 in
financing U.S. consumer auto sales for 2011 with more than $40
billion in contracts for new or used cars and trucks, or about
1.5 million vehicles, Bloomberg added.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Final Hearing on Barclays DIP Loan June 12
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
signed an interim order permitting Residential Capital, LLC, and
its debtor affiliates to borrow up to $1.45 billion in
postpetition secured superpriority financing from Barclays Bank
PLC.

As reported in RESIDENTIAL CAPITAL BANKRUPTCY NEWS, ISSUE NO. 1,
under the Barclays DIP Loan, the Debtors can access:

  (a) revolving loans in an aggregate principal amount of up to
      $200,000,000 with an interest rate of LIBOR plus 4.00% per
      annum; and

  (b) term loans in (i) an aggregate principal amount of up to
      $1,050,000,000 with an interest rate of LIBOR plus 4.00%,
      and (ii) an aggregate principal amount up to $200,000,000
      with an interest rate of LIBOR plus 6.00%, each with a
      LIBOR floor of 1.25% per annum.

Judge James Peck, who was sitting in for Judge Martin Glenn,
agreed to enter the interim order only after the Debtors agreed to
remove the request for the finding from the original loan motion.

The Court scheduled a final hearing to consider the Debtors'
request for June 12, 2012.  Objections are due no later than
June 5.

Other pertinent terms of the Barclays Facility:

Borrowers:     GMACM Borrower, wholly owned subsidiary of GMAC
                             Mortgage LLC
               RFC Borrower, wholly owned subsidiary of
                           Residential Funding Company LLC

Guarantors:    Residential Capital, LLC
               Other Debtor affiliates of ResCap

Use of
Proceeds:      The Debtors intend to use the proceeds of the
               Barclays Loans to:

               -- refinance the GSAP Facility and the BMMZ Repo
                  Facility through the purchase of the Initial
                  Purchased Assets;

               -- fund general corporate and working capital
                  requirements, including the acquisition of the
                  Additional Purchased Assets;

               -- pay interest, fees and expenses payable under
                  the Barclays DIP Facility; and

               -- pay certain costs of administration of the
                  Chapter 11 Cases in accordance with the DIP
                  budget.

               The Debtors also intend to use the Barclays Loans
               to purchase the Purchased Assets from the
               existing owners of such assets to the newly
               formed Debtor-Borrowers.  The Purchase
               Transactions will bring substantial assets into
               the Debtors' estates.

Financial
Covenants:     The Borrowers and Guarantors will be required to
               perform against a budget.  They shall maintain at
               all times minimum liquidity of $50 million in
               the aggregate.

               The Budget will provide that up to $40 million of
               the Term Loan proceeds will be transferred to an
               unrestricted account of ResCap to be used for
               general corporate purposes.

               The Debtors prepared a 20-week cash flow
               projection for the Barclays loan proceeds, a copy
               of which is available for free at:

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

Carve-Out:     Includes (i) all fees and expenses in an
               aggregate amount of up to $25,000,000 incurred by
               retained professionals in the Chapter 11 Cases
               following delivery of notice of an Event of
               Default, (ii) allowed unpaid professional fees
               and disbursements incurred prior to the delivery
               of the notice, (iii) quarterly fees required to
               be paid pursuant to 28 U.S.C. Sec. 1930(a)(6) and
               any fees payable to the clerk of the Bankruptcy
               Court, and (iv) fees and expenses up to $500,000
               incurred by a trustee under section 726(b) of the
               Bankruptcy Code.

               Does not include professional fees and
               disbursements incurred in connection with any
               challenge to the validity, perfection, priority,
               extent or enforceability of the Loans and the
               other DIP Obligations under the DIP Facility.

Fees:          Unused Line Fees: An amount equal to the product
               of (i) 0.75% per annum and (ii) the undrawn
               portion of the Revolver during the immediately
               preceding month, payable monthly in arrears.

               Administrative Agent Fee: $150,000 per annum

               Collateral Agency Fee: $250,000 per annum

               Other fees: An aggregate amount of approximately
               $52 million, net of credits, of which $18.75
               million was paid prior to the Petition Date.

Maturity
Date:          The earliest of:

               -- 18 months from the closing of the DIP Facility

               -- 45 days after entry of the Interim Order

               -- substantial consummation of a plan or
                  reorganization for any Debtor

               -- the date on which maturity is accelerated and
                  the commitments are terminated as a result
                  of an event of default

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Ally's $150MM Financing Has Interim Approval
-----------------------------------------------------------------
The Bankruptcy Court permitted Residential Capital LLC and its
affiliates, on an interim basis, to borrow up to $150 million in
postpetition financing on a secured, superpriority basis from
parent, Ally Financial Inc.

The Debtors are permitted to use no more than $85 million of the
funds.  An additional $70 million in postpetition draws may be
made available to the Debtors under the loan agreement with AFI if
the borrowers and AFI agreed for such incremental $70 million
before the final hearing.  However, the aggregate amount of
prepetition and postpetition draws under the AFI Loan Agreement
may not exceed $600 million.

The Debtors also won interim permission to use cash collateral of
AFI and the holders of the 9.625% Junior Secured Notes Due 2015,
and provide them with adequate protection for any diminution in
value of the collateral.

The Debtors prepared a 20-week forecast of anticipated cash
receipts and disbursements, a schedule of which is available for
free at http://bankrupt.com/misc/ResCap_AFICashCollBudget.pdf

Any objection that has not been withdrawn or resolved is, to the
extent not resolved, is overruled, the Court ruled.

The Court scheduled a final hearing to consider the Ally DIP
Motion for June 12, 2012.  Objections are due no later than
June 5.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Use of Citi Cash Collateral Has Interim Nod
----------------------------------------------------------------
The Bankruptcy Court authorized Residential Capital LLC and its
affiliates, on an interim basis, to use the cash collateral of
Citibank N.A. under the Citibank MSR (mortgage servicing rights)
Facility, to fund the continued operation of the Debtors'
businesses.

The Debtors prepared a 20-week cash flow projection from May 14
to September 24, 2012, a copy of which is available for free
at http://bankrupt.com/misc/ResCap_CitibankCashCollBudget.pdf

All objections to the Citibank Cash Collateral Motion to the
extent not withdrawn or resolved are withdrawn, the Court ruled.

The Court scheduled a final hearing to consider the Citibank Cash
Collateral Motion for June 12, 2012.  Objections are due no later
than May 16, with replies, if any, to be filed on or before
June 5.

                    Citibank MSR Facility

As reported in RESIDENTIAL CAPITAL BANKRUPTCY NEWS, ISSUE NO. 1,
The Debtors and Citibank are parties to a prepetition revolving
facility.  The Debtors own MSRs with a carrying value as of March
31, 2012 of $1.3 billion.  GMAC Mortgage LLC is the borrower, and
Residential Capital LLC is the guarantor under the Citibank MSR
Facility.

Until March 30, 2012, the Facility consisted of a $300 million
committed line with an additional $250 million of uncommitted
capacity secured by MSRs for mortgage loans in Fannie Mae and
Freddie Mac securitization pools.

The Citibank MSR Facility, originally scheduled to terminate
March 30, 2012, was extended to the earlier of:

    (i) two days prior to the maturity of the prepetition Ally
        Financial Inc. Senior Secured Credit Facility and the
        prepetition Ally Financial Inc. Secured Loan Agreement;
        or

   (ii) May 30, 2012.

As part of the extension, the Citibank MSR Facility is no longer
revolving and the Debtors repaid $124 million of the outstanding
principal.

The outstanding principal amount of all loans under the Citibank
MSR Facility as of the Petition Date is $152 million.

                    Adequate Protection

In exchange for the use of the MSR Cash Collateral, Citibank will
receive:

  (i) Adequate Protection Liens on all of the collateral
      securing the Citibank MSR Facility, which are senior to
      the DIP Liens;

(ii) payment of interest at the non-default rate under the
      Citibank MSR Facility and all fees and expenses payable to
      Citibank under the Agreement; and

(iii) the Debtors will seek authority under any order approving
      the sale of Citibank's collateral to provide for the
      repayment of loans under the Citibank MSR Facility with
      the proceeds of such collateral from the sale.

To the extent the Adequate Protection Liens are insufficient to
provide adequate protection, Citibank will receive superpriority
administrative expense claims to the extent of any diminution in
value of the collateral, the Debtors propose.

The Debtors further propose that they be allowed to use the MSR
Cash Collateral through (i) 18 months from the closing of the DIP
Facility; (ii) 45 days after entry of the Interim Order; (iii)
the effective date of a Chapter 11 plan for any Debtor with
assets exceeding $10 million; or (iv) the date on which maturity
of the DIP Facility is accelerated pursuant to the DIP Credit
Agreement as a result of an event of default.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Proposes AFI Shared Services Agreement
-----------------------------------------------------------
Residential Capital, LLC, seeks the Court's permission to enter
into a shared services agreement with its indirect non-debtor
parent, Ally Financial Inc., nunc pro tunc to the Petition Date
for the receipt and provision of shared services between ResCap
and AFI necessary for the continued operation of the Debtors'
businesses.

Before the Petition Date, ResCap, AFI and certain of their
affiliates provided various financial, operational and
administrative services to each other.  Historically, the
services that are now subject of the Agreement were provided on
an undocumented basis.

Although these arrangements were suitable, the Debtors determined
it was in their best interests to compile a comprehensive and
integrated agreement, to become effective postpetition, to ensure
that (i) the Debtors obtain and pay for only those services that
are necessary during their Chapter 11 cases; (ii) the services
that are being provided between ResCap and AFI are specifically
identified; and (iii) ResCap may reduce or terminate the receipt
of services at any time, including, without limitation, following
the closing of a sale of substantially all of the Debtors'
assets.

Under the Agreement, the Debtors seek to continue providing to
and receiving from AFI during their Chapter 11 cases these
services, including: (i) information technology services; (ii)
employee benefits administration and other human resources
functions; (iii) accounting, tax and internal audit services;
(iv) treasury and collateral management; (v) risk management
functions; (vi) supply chain management, including procurement of
goods and services from third parties; (vii) government and
regulatory relations and compliance services; (viii) facilities
management services; (ix) marketing services; and (x) capital
markets services relating to managing the value of certain of the
Debtors' loan servicing rights.

The prices of the services being provided to AFI and ResCap
pursuant to the Agreement are generally in the form of monthly
service charges by Functional Service Area for services provided
by ResCap to AFI and services provided by AFI to ResCap.  The
anticipated aggregate monthly cost to ResCap for the services
received from AFI is approximately $10.2 million.  The
anticipated aggregated monthly cost for services provided by
ResCap to AFI is approximately $4.4 million.  The initial charges
under the Agreement are based on projected operations at
postpetition levels, which are expected to continue through one
or more sales of the Debtors' assets.  The Debtors are not
seeking to pay any prepetition claims through or pursuant to the
Agreement.

The Debtors anticipate that the services they will need under the
Agreement will be reduced significantly following a sale;
however, the Debtors will likely require the continuation of
certain limited services from AFI during a wind-down period.
Pursuant to the Agreement, the Debtors will be able to secure the
performance of such limited services, at reduced costs, to
complete the wind-down of their businesses following a sale. Only
ResCap and AFI are parties to the Agreement; however, each party
is required to work with its respective subsidiaries to ensure
that all of the services are provided and each of the ResCap's
Debtor affiliates and AFI's non-debtor affiliates receive
services as applicable.

A full-text copy of the Shared Services Agreement is available
for free at:

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

Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, asserts that the Agreement is critical to the continued
operation of the Debtors' businesses during the pendency of these
Chapter 11 cases, in connection with the proposed sales of their
mortgage loan origination and servicing businesses and legacy
portfolio.  To comply with the provisions of the asset purchase
agreements with Nationstar Mortgage LLC and Ally Financial Inc.
and preserve the value of their businesses, the Debtors must
avoid significant disruptions to their operations during this
critical postpetition period, she stresses.

Ms. Nashelsky further contends that discontinuing the services
would disrupt fundamental administrative aspects of the Debtors'
businesses.  Specifically, many of the Debtors' human resources
services are managed by AFI.  Without AFI's human resource
services, the Debtors would not be able to offer basic health
benefits to employees, continue certain other employee benefit
plans and administer payroll, potentially causing an exodus of
the Debtors' most valuable employees and irreparable harm to
employee morale and trust, she points out. In an industry where
enterprise value is so heavily contingent on employees, such
repercussions would be devastating to the Debtors operations, she
insists.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Amends List of 50 Largest Unsec. Creditors
---------------------------------------------------------------
Residential Capital LLC and its affiliates filed with the Court on
May 15, 2012, an amended list of 50 largest unsecured creditors:

Entity                        Nature of Claim      Claim Amount
------                        ---------------      ------------
Deutsche Bank Trust Company   8.500% Senior        $473,416,000
Americas                      Unsecured Notes
C/O Kelvin Vargas             due April 2013
25 De Forest Ave
Summit, NJ 07901
Phone: (201) 593-2456
E-mail: kelvin.vargas@db.com

Deutsche Bank Trust Company   750,000,000 Euros    $127,671,000
Americas                      Aggregate
C/O Kelvin Vargas             Principal Amount
25 De Forest Ave              of 7.125%
Summit, NJ 07901              Notes due May 2012
Phone: (201) 593-2456
E-mail: kelvin.vargas@db.com

Deutsche Bank Trust Company   8.875% Senior        $112,227,000
Americas                      Unsecured Notes
C/O Kelvin Vargas             due June 2015
25 De Forest Ave
Summit, NJ 07901
Phone: (201) 593-2456
E-mail: kelvin.vargas@db.com

Deutsche Bank Trust Company   GBP400,000,000       $103,743,000
Americas                      Aggregate
C/O Kelvin Vargas             Principal Amount
25 De Forest Ave              of 9.875%
Summit, NJ 07901              Notes due July 2014
Phone: (201) 593-2456
E-mail: kelvin.vargas@db.com

Deutsche Bank Trust Company   8.500% Senior         $79,879,000
Americas                      Unsecured Notes
C/O Kelvin Vargas             due June 2012
25 De Forest Ave
Summit, NJ 07901
Phone: (201) 593-2456
E-mail: kelvin.vargas@db.com

Deutsche Bank Trust Company   GBP400,000,000        $59,379,200
Americas                      Aggregate
C/O Kelvin Vargas             Principal Amount
25 De Forest Ave              of 8.375%
Summit, NJ 07901              Notes due May 2013
Phone: (201) 593-2456
E-mail: kelvin.vargas@db.com

BNY Mellon                    Contingent Claim-         Unknown
C/O Dechert LLP               Securitization
1095 Avenue of the Americas
New York, NY 10036
Phone: (212) 698-3621
Fax: (212) 698-3599
E-mail: hector.gonzalez@dechert.com


Wells Fargo Bank N.A.         Contingent Claim-         Unknown
c/o Alston & Bird LLP         Securitization
101 South Tryon Street
Suite 4000 Charlotte, NC 28280-4000
Phone: (704) 444-1335
E-mail: bill.macurda@alston.com

US Bank                       Contingent Claim-         Unknown
C/O Seward & Kissel LLP       Securitization
One Battery Park Plaza
New York, NY 10004
Phone: (212) 574-1391
Fax: (212) 480-8421
E-mail: das@sewkis.com

Deutsche Bank AG, New York    Contingent Claim-         Unknown
C/O Joe Salama                Securitization
60 Wall Street
New York, NY 10005-2836
Phone: (212) 250-9536
Fax: (866) 785-1127
E-mail: joe.salama@db.com

Federal Housing Finance       Contingent Claim-         Unknown
Agency                        Securitization
C/O Alfred Pollard
400 Seventh Street, SW
Phone: (202) 649-3804
E-mail: GeneralCounsel@FHFA.org

MBIA, Inc.                    Contingent Claim-         Unknown
C/O Cadwalader, Wickersham    Litigation
& Taft
One World Financial Center
New York, NY 10281
Phone: 504-6373
Fax: (212) 504-6666
E-mail: gregory.petrick@cwt.com

Ambac Assurance Corp          Contingent Claim-         Unknown
C/O Patterson Belknap Webb &  Litigation
Tyler
1133 Avenue of the Americas
New York, NY 10036
Phone: (212) 336-2140
Fax: (212) 336-2094
E-mail: prforlenza@pbwt.com

Financial Guaranty Insurance  Contingent Claim-         Unknown
Co.                           Litigation
C/O Jones Day
222 East 41st Street
New York, NY 10017-6702
Phone: (212) 326-7844
Fax: (212) 755-7306
E-mail: cball@jonesday.com

Assured Guaranty Corp.        Contingent Claim-         Unknown
C/O Margaret Yanney           Litigation
31 West 52nd Street
New York, NY 10019
Phone: (212) 857-0581
Fax: (212) 893-2792
E-mail: myanney@assuredguaranty.com

Thrivent Financial for        Contingent Claim-          Unknown
Lutherans                     Securities
C/O Teresa J. Rasmussen
625 Fourth Avenue S.
Minneapolis, MN 55415-1624
Phone: (800) 847-4836

West Virginia Investment      Contingent Claim-          Unknown
Management Board              Securities
C/O Craig Slaughter
500 Virginia Street East,
Suite 200
Phone: (304) 345-2672

Allstate Insurance            Contingent Claim-          Unknown
C/O Quinn Emanuel Urquhart    Securities
& Sullivan
865 S. Figueroa Street,
10th Floor
Phone: (213) 443-3000
E-mail: danbrockett@quinnemanuel.com

Western & Southern            Contingent Claim-          Unknown
C/O Wollmuth Maher & Deutsch  Securities
LLP
500 Fifth Avenue
New York, NY 10110
Phone: (212) 382-3300
E-mail: dwollmuth@wmd-law.com

The Union Central Life        Contingent Claim-          Unknown
Insurance Company             Securities
C/O Robbins Geller Rudman &
Dowd LLP
655 West Broadway, Suite 1900
Phone: (619) 231-1058
Fax: (519) 231-7423
E-mail: stevep@rgrdlaw.com

Cambridge Place Investment    Contingent Claim-         Unknown
Management Inc.               Securities
C/O Donnelly, Conroy & Gelhaar
LLP
1 Beacon Street, 33rd Floor
Phone: (617) 720-2880
Fax: (617) 720-3553
E-mail: msd@dcglaw.com

Sealink Funding Limited       Contingent Claim-         Unknown
C/O Labaton Sucharow LLP      Securities
140 Broadway
Phone: (212) 907-0869
Fax: (212) 883-7069
E-mail: jbernstein@labaton.com

Stichting Pensioenfonds ABP   Contingent Claim-         Unknown
C/O Grant & Eisenhofer        Securities
123 S. Justison Street
Phone: (302) 622-7040
Fax: (302) 622-7100
E-mail: gjarvis@gelaw.com

Huntington Bancshares Inc.    Contingent Claim-         Unknown
C/O Grant & Eisenhofer        Securities
123 S. Justison Street
Phone: (302) 622-7040
Fax: (302) 622-7100
E-mail: gjarvis@gelaw.com

Federal Home Loan Bank of     Contingent Claim-         Unknown
Chicago                       Securities
C/O Keller Rohrback LLP
1201 Third Avenue, Suite 3200
Seattle, WA 98101
Phone: (206) 623-1900
Fax: (206) 623-3384
E-mail: dloeser@kellerrohrback.com

Federal Home Loan Bank of     Contingent Claim-         Unknown
Boston                        Securities
C/O Keller Rohrback LLP
1201 Third Avenue, Suite 3200
Phone: (206) 623-1900
Fax: (206) 623-3384
E-mail: dloeser@kellerrohrback.com

Federal Home Loan Bank of     Contingent Claim-         Unknown
Indianapolis                  Securities
C/O Keller Rohrback LLP
1201 Third Avenue, Suite 3200
Seattle, WA 98101
Phone: (206) 623-1900
Fax: (206) 623-3384
E-mail: dloeser@kellerrohrback.com

Massachusetts Mutual Life     Contingent Claim-         Unknown
Insurance Company             Securities
C/O Bernadette Harrigan
1295 State Street
Phone: (413) 788-8411
Fax: (413) 226-4268

National Credit Union         Contingent Claim-         Unknown
Administration Board          Securities
C/O Susman Godfrey LLP
1901 Avenue of the Stars,
Suite 950
Phone: (310) 789-3100
Fax: (310) 789-3150
E-mail: mseltzer@susmangodfrey.com

The Charles Schwab            Contingent Claim-         Unknown
Corporation                   Securities
C/O Grais & Ellsworth LLP
70 East 55th Street
New York, NY 10022
Phone: (212) 755-0100
Fax: (212) 755-0052

New Jersey Carpenters Health  Contingent Claim-         Unknown
Fund                          Securities
C/O Cohen Milstein Sellers
& Toll PLLC
150 East 52nd Street,
Thirtieth Floor
New York, NY 10022
Phone: (212) 838-7797
Fax: (212) 838-7745
E-mail: jlaitman@cohenmilstein.com

New Jersey Carpenters         Contingent Claim-         Unknown
Vacation Fund                 Securities
C/O Cohen Milstein Sellers
& Toll PLLC
150 East 52nd Street,
Thirtieth Floor
New York, NY 10022
Phone: (212) 838-7797
Fax: (212) 838-7745
E-mail: jlaitman@cohenmilstein.com

Boilermaker Blacksmith        Contingent Claim-         Unknown
National Pension Trust        Securities
C/O Cohen Milstein Sellers
& Toll PLLC
150 East 52nd Street,
Thirtieth Floor
New York, NY 10022
Phone: (212) 838-7797
Fax: (212) 838-7745
E-mail: jlaitman@cohenmilstein.com

Police and Fire Retirement    Contingent Claim-         Unknown
System of the City of Detroit Securities
C/O Zwerling, Schachter & Zwerling
41 Madison Avenue
New York, NY 10010
Phone: (212) 223-3900
Fax: (212) 371-5969
E-mail: rzwerling@zsz.com

Orange County Employees       Contingent Claim-         Unknown
Retirement System             Securities
C/O Cohen Milstein Sellers
& Toll PLLC
150 East 52nd Street, Thirtieth Floor
New York, NY 10022
Phone: (212) 838-7797
Fax: (212) 838-7745
E-mail: jlaitman@cohenmilstein.com

Midwest Operating Engineers   Contingent Claim-         Unknown
Pension Trust Fund            Securities
C/O Cohen Milstein Sellers &
Toll PLLC
150 East 52nd Street, Thirtieth Floor
New York, NY 10022
Phone: (212) 838-7797
Fax: (212) 838-7745
E-mail: jlaitman@cohenmilstein.com

Iowa Public Employees         Contingent Claim-         Unknown
Retirement System             Securities
C/O Cohen Milstein Sellers
& Toll PLLC
150 East 52nd Street,
Thirtieth Floor
New York, NY 10022
Phone: (212) 838-7797
Fax: (212) 838-7745
E-mail: jlaitman@cohenmilstein.com

Lehman Brothers Holdings, Inc. Contingent Litigation    Unknown
1271 Avenue of the Americas
New York, NY 10020
Phone: (610) 822-0242

Brian Kessler, et al          Contingent                Unknown
C/O Walters Bender Strohbehn  Litigation
& Vaughan, P.C.
2500 City Center Square,
1100 Main, Suite 2500

Donna Moore                   Contingent                Unknown
C/O Kessler Topaz Meltzer     Litigation
& Check, LLP
280 King of Prussia Road
Radnor, PA 19087
Phone: (610) 822.0242
Fax: (610) 667.7056
E-mail: eciolko@ktmc.com

Steven And Ruth Mitchell      Settled               $14,500,000
C/O Walters Bender Stroehbehn Litigation
& Vaughan, P.C
2500 City Center Square,
1100 Main Street
Kansas City, MO 64105
Phone: (816) 421-6620
Fax: (816) 421-4747
E-mail: awalter@wbsvlaw.com

Indecomm Global Services      General                  $675,000
200 Middlesex Essex Turnpike  Trade
Suite 102                     Payable
Iselin, NJ 08830
Phone: (732) 404-0081 Ext. 208
E-mail: Rajan@indecomm.net

Alan Gardner                  Settled                  $555,000
C/O Williamson & Williams     Litigation
187 Parfitt Way SW, Suite 250
Bainbridge Island, WA 98110
Phone: (206) 441-5444
Fax: (206) 780-5557
E-mail: roblin@williamslaw.com

Loan Value Group             General Trade Payable     $339,148
c/o Frank Politta
47 W. River Road
Rumson, NJ 07660
Phone: (732) 741-7300
E-mail: frank@loanvaluegroup.com

Tiffany Smith                 Settled                  $275,000
C/O Schroeter Goldmark &      Litigation
Bender
500 Central Bldg., 810 Third Ave.
Seattle, WA 98104
Phone: (206) 622-8000
Fax: (206) 682-2305
E-mail: info@sgb-law.com

Don E. Diane M. Patterson     Settled                  $157,950
c/o Siegel Brill, P.A.        Litigation
100 Washington Avenue South,
Suite 1300
Minneapolis, MN 55401
Phone: (612) 337-6100
Fax: (612) 339-6591
E-mail: heidifurlong@siegelbrill.com

Wells Fargo & Company         General                  $121,000
Wf 8113, P.O. Box 1450        Trade Payable
Minneapolis, MN 55485
Phone: (612) 667-7121

Credstar                      General                   $99,773
12395 First American Way      Trade Payable
Poway, CA 92064
Phone: (800) 921-6700, ext. 5129
E-mail: LPulford@corelogic.com

Emortgage Logic               General                   $87,910
9151 Boulevard 26, Suite 400  Trade Payable
N. Richard Hills, TX 76180-5605
Phone: (817) 581-2900
E-mail: info@emortgagelogic.com

Aegis Usa Inc.                General                   $72,116
2049 Century Park East        Trade Payable
Suite 300
Los Angeles, CA 90067
Phone: (632) 885-8000
E-mail: Kapil.Chopra@aegisglobal.com


RITE AID: Completes Add-On Offering of $421MM 9.25% Senior Notes
----------------------------------------------------------------
Rite Aid Corporation closed its previously announced offering of
an additional $421 million aggregate principal amount of 9.25%
Senior Notes due 2020.  The proceeds of the offering of the New
Notes, together with available cash, are being used to fund Rite
Aid's cash tender offer for any and all of its 9.375% Senior Notes
due 2015 and the related consent solicitation.

As part of the Tender Offer, Rite Aid solicited consents from the
holders of the Old Notes for certain proposed amendments that
would eliminate or modify certain covenants and events of default
and other provisions contained in the indenture governing the Old
Notes.  Adoption of the Proposed Amendments required consents from
holders of at least a majority in aggregate principal amount
outstanding of the Old Notes.  Rite Aid announced that it has
received the requisite consents in the Consent Solicitation to
execute a supplemental indenture to effect the Proposed Amendments
pursuant to its Offer to Purchase and Consent Solicitation
Statement, dated May 3, 2012.

As of midnight, Eastern Time, on May 14, 2012, $296.3 million
aggregate principal amount of the outstanding Old Notes
(representing approximately 73.2% of the outstanding Old Notes)
had been tendered.  Rite Aid has exercised its option to accept
for payment and settle the Tender Offer with respect to Old Notes
that were validly tendered at or prior to the Consent Payment
Deadline.  That Early Settlement occurred concurrently with the
closing of the offering of the New Notes.

As a result of receiving the requisite consents, Rite Aid entered
into a supplemental indenture, dated as of May 15, 2012, to the
indenture governing the Old Notes to effect the Proposed
Amendments.  The supplemental indenture became effective upon the
Early Settlement of the Tender Offer.

The Tender Offer will expire at midnight, Eastern Time, on May 31,
2012, unless the Tender Offer is extended or earlier terminated.
Under the terms of the Tender Offer, holders of Old Notes who
validly tender their Old Notes after the Consent Payment Deadline
but on or before the Expiration Date, and whose notes are accepted
for purchase, will receive tender offer consideration of $998.75
per $1,000.00 in principal amount of Old Notes validly tendered
plus accrued and unpaid interest from and including the most
recent interest payment date, and up to, but excluding, the final
settlement date, which is expected to occur the first business day
following the Expiration Date.  Other than in the limited
circumstances set forth in the Offer to Purchase, tenders of Old
Notes may not be withdrawn and consents may not be revoked
following the Consent Payment Deadline.

Rite Aid also delivered notice that it had called for redemption
all of the Old Notes that remain outstanding following
consummation of the Tender Offer at a price equal to 102.344% of
their face amount, plus accrued and unpaid interest to, but not
including, the date of redemption.  Redemption of the remaining
Old Notes is expected to occur on June 15, 2012.

Requests for documents relating to the Tender Offer and Consent
Solicitation may be directed to Global Bondholder Services Corp.,
the Information Agent, at (866) 804-2200 or (212) 430-3774 (banks
and brokers).  Citigroup is acting as Dealer Manager for the
Tender Offer and Consent Solicitation.  Questions regarding the
Tender Offer and Consent Solicitation may be directed to Citigroup
at (800) 558-3745 (toll free) or (212) 723-6106 (collect).

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

                        http://is.gd/Y7KjRu

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, has
more than 4,700 stores in 31 states and the District of Columbia
and fiscal 2010 annual revenues of $25.7 billion.

Rite Aid reported a net loss of $368.57 million for the fiscal
year ended March 3, 2012, a net loss of $555.42 million for the
year ended Feb. 26, 2011, and a net loss of $506.67 million for
the year ended Feb. 27, 2010.

The Company's balance sheet at March 3, 2012, showed $7.36 billion
in total assets, $9.95 billion in total liabilities, and a
$2.58 billion in total stockholders' deficit.

                           *     *     *

In February 2012, S&P affirmed Rite Aid's 'B-' corporate credit
rating.  During that time, Moody's Investors Service also affirmed
its Caa2 Corporate Family Rating, Caa2 Probability of Default
Rating, and SGL-3 Speculative Grade Liquidity rating.

"The ratings reflect our expectation that Camp Hill, Pa.-based
retail drugstore chain Rite Aid Corp.'s financial risk profile
will remain 'highly leveraged', despite improving sales trends,
due to its significant debt," said Standard & Poor's credit
analyst Ana Lai.

Moody's said in February that Rite Aid's Caa2 Corporate Family
Rating reflects its weak credit metrics and unsustainable capital
structure with debt to EBITDA of 8.8 times and EBITA to interest
expense of 0.8 times.  Although Moody's believes that Rite Aid
earnings will benefit from Walgreen's dispute with Express Scripts
as well as from the strong generic pipeline, Moody's anticipates
that lower reimbursement rates will offset some of this positive
earnings pressure.  Thus, Moody's forecasts that Rite Aid's credit
metrics will remain weak.  In addition, Rite Aid faces a tradeoff
between the need to address its sizable 2014 and 2015 debt
maturities against the likelihood that any refinancing will be at
a higher interest rate.  Should Rite Aid successfully refinance
its 2014 and 2015 debt maturities, its borrowing costs will likely
increase further weakening Rite Aid's interest coverage.
Consequently, Moody's is concerned that Rite Aid may choose to
voluntarily restructure its debt over the medium term.


ROSETTA GENOMICS: Effects a 1-for-15 Reverse Stock Split
--------------------------------------------------------
Rosetta Genomics Ltd. announced the effectiveness of a one-for-
fifteen reverse stock split of its share capital.  The reverse
stock split, which was previously approved by the Company's Board
of Directors, was approved by its shareholders at an Extraordinary
General Meeting of Shareholders of the Company held on May 14,
2012.

The reverse stock split is intended to increase the per share
trading price of the Company's ordinary shares to satisfy the
$1.00 minimum bid price requirement for continued listing on the
NASDAQ Capital Market.  As a result of the reverse stock split,
every fifteen ordinary shares issued and outstanding prior to the
opening of trading on May 15, 2012, will be consolidated into one
issued and outstanding share, with a change in the nominal par
value per share from NIS 0.04 to NIS 0.6.  No fractional ordinary
shares will be issued as a result of the reverse stock split and
any fractional shares will be rounded up to the nearest whole
number.

Trading of the Company's ordinary shares on the NASDAQ Capital
Market will continue, on a split-adjusted basis, with the opening
of the markets on Tuesday, May 15, 2012, under new CUSIP number
M82183126.  Immediately subsequent to the reverse stock split,
there will be approximately 1,241,874 of the Company's ordinary
shares issued and 1,238,642 of the Company's ordinary shares
outstanding.

The Company has retained its transfer agent, American Stock
Transfer & Trust Company, LLC, to act as its exchange agent for
the reverse split.  AST will provide shareholders of record as of
the effective date a letter of transmittal providing instructions
for the exchange of their certificates.  Shareholders owning
shares via a broker or other nominee will have their positions
automatically adjusted to reflect the reverse stock split, subject
to brokers' particular processes, and will not be required to take
any action in connection with the reverse stock split.

Rosetta Genomics Ltd. held an extraordinary general meeting of
shareholders on May 14, 2012.  The shareholders approved the
consolidation of the Company's Ordinary Shares into a smaller
number of shares with a greater nominal (par) value per share and
the corresponding amendment to the Company's articles of
association.  The shareholders also approved an increase of the
Company's registered (authorized) share capital and the
corresponding amendment to the Articles.

                           About Rosetta

Located in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

For the year ended Dec. 31, 2011, Kost Forer Gabbay & Kasierer, in
Tel-Aviv, Israel, expressed substantial doubt about Rosetta
Genomics' ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring operating
losses and generated negative cash flows from operating activities
in each of the three years in the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.04 million
in total assets, $2.40 million in total liabilities, and a
stockholders' deficit of $356,000.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States.


ROTECH HEALTHCARE: Incurs $17.2 Million Net Loss in Q1
------------------------------------------------------
Rotech Healthcare Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $17.25 million on $116.95 million of net revenues for the three
months ended March 31, 2012, compared with a net loss of $3.19
million on $121 million of net revenues for the same period during
the prior year.

The Company's balance sheet at March 31, 2012, showed $267.15
million in total assets, $584.24 million in total liabilities,
$3.08 million in series A convertible redeemable preferred stock,
and a $320.17 million total stockholders' deficiency.

"While we are pleased with continued patient growth, nevertheless
our first quarter 2012 financial results were negatively impacted
by contractual and bad debt adjustment levels of nearly $10
million higher than prior year," said Philip Carter, President and
Chief Executive Officer.  "We are making efforts to reduce these
higher than normal adjustment levels but such efforts may not
result in any material reductions until at least the end of the
second quarter of 2012," Mr. Carter added.

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

                        http://is.gd/JZ9dD4

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

                           *     *     *

In October 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Rotech Healthcare to 'B-' from 'CCC'.
The outlook is positive.

In the March 22, 2011, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its corporate credit rating
to 'B' from 'B-' on Orlando, Fla.-based Rotech Healthcare Inc.,
following the completion of the company's $290 million second-lien
senior secured notes offering.  "The ratings on Rotech Healthcare
Inc. reflect the company's weak business risk profile,
incorporating Rotech's exposure to Medicare reimbursement
reductions for its products and services," said Standard & Poor's
credit analyst Jesse Juliano.  The rating also reflects the
company's highly leveraged financial risk profile.

As previously reported by the TCR on Jan. 13, 2012, Moody's
Investors Service lowered Rotech Healthcare Inc.'s Corporate
Family rating ("CFR") to B3 from B2 as a consequence of
weakening liquidity and worse than expected operating performance
in 2011 alongside only modest expectations for improvement in
2012.  The downgrade to B3 incorporates Moody's concerns regarding
the decline in Rotech's cash balance due to significant working
capital usage during 2011 and lower than expected growth in
EBITDA.


ROTHSTEIN ROSENFELDT: Don King Suit Moved to District Court
-----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a fraudulent
transfer suit brought against Don King Productions Inc. by the
Chapter 11 trustee of Ponzi schemer Scott Rothstein's defunct law
firm can be removed to district court, a Florida judge ruled
Tuesday, but discovery and nondispositive pretrial motions will
remain in bankruptcy court.

Law360 relates that Herbert Stettin, trustee for Rothstein
Rosenfeldt Adler PA, filed the adversary proceeding in an attempt
to recover funds which the boxing promoter's company had allegedly
received from the firm prior to its November 2009 bankruptcy.

                     About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- has been suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed November 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on January 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.


ROOMSTORE INC: Duels With Creditors Over Bankruptcy Probe
---------------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that
RoomStore Inc. is accusing its unsecured creditors of harassing
the company and its directors and distracting the furniture and
bedding retailer from its reorganization efforts.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief (Bankr. D. Md. Case Nos. 08-21642 and 08-21644)
on Sept. 10, 2008.  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


RUBICON FINANCIAL: Reports $83,900 Net Income in First Quarter
--------------------------------------------------------------
Rubicon Financial Incorporated filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $83,950 on $4.21 million of revenue for the three
months ended March 31, 2012, compared with net income of $349,022
on $4.36 million of revenue for the same period during the prior
year.

The Company reported a net loss of $2.0 million for 2011, compared
with a net loss of $1.7 million for 2010.

The Company's balance sheet at March 31, 2012, showed $5.16
million in total assets, $4.79 million in total liabilities and
$362,683 total stockholders' equity.

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

                        http://is.gd/SK0fZ1

                           About Rubicon

Irvine, Calif.-based Rubicon Financial Incorporated is a financial
services holding company.  The Company operates primarily through
Newport Coast Securities, Inc., a fully-disclosed broker-dealer,
which does business as Newport Coast Asset Management as a
registered investment advisor and dual registrant with the
Securities and Exchange Commission and Newport Coast Securities
insurance general agency.

After auditing the 2011 results, Weaver Martin & Samyn, LLC, in
Kansas City, Missouri, expressed substantial doubt about Rubicon
Financial's ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses and had negative cash flows from operations.


SAAB CARS: To Sell U.S. Parts Inventory at May 29 Auction
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Saab Cars North America Inc. will hold an auction on
May 29 to learn whether anyone will beat an affiliate of the
parent when it comes to making an offer for the parts inventory.
In sale procedures approved this week, competing bids are due by
May 24.  A hearing to approve the sale will take place on May 29
after the auction that morning.  Saab Parts AB is setting up a
subsidiary to take over the distribution of parts in the U.S.  The
affiliate is offering to buy the inventory of parts for about $2.5
million.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SALLY HOLDINGS: Has $700 Million 5.75% Senior Notes Offering
------------------------------------------------------------
Sally Holdings LLC filed with the U.S. Securities and Exchange
Commission a free writing prospectus relating to the offering of
$700 million 5.75% senior notes due 2022.

Joint book-running managers of the offering are BofA Merrill
Lynch, Credit Suisse, Wells Fargo Securities, Deutsche Bank
Securities, Goldman, Sachs & Co., J.P. Morgan, and RBC Capital
Markets.

A copy of the fwp is available for free at:

                        http://is.gd/BOFbTk

                       About Sally Holdings

Sally Holdings, LLC, based in Denton, Texas, is a leading retailer
and distributor of beauty products with over 3,800 stores in 10
countries.  Annual revenues are around $2.6 billion.

The Company's balance sheet at Sept. 30, 2011, showed
$1.72 billion in total assets, $2.01 billion in total liabilities,
and a $281.69 million total members' deficit.

                        Bankruptcy Warning

Sally Holdings' ability to comply with the covenants and
restrictions contained in the senior credit facilities and the
indentures for the Notes may be affected by economic, financial
and industry conditions beyond the Company's control.  The breach
of any of these covenants and restrictions could result in a
default under either the senior credit facilities or the
indentures that would permit the applicable lenders or note
holders, as the case may be, to declare all amounts outstanding
thereunder to be due and payable, together with accrued and unpaid
interest.  If the Company is unable to repay debt, lenders having
secured obligations, such as the lenders under the senior credit
facilities, could proceed against the collateral securing the
debt.  In any such case, the Company may be unable to borrow under
the senior credit facilities and may not be able to repay the
amounts due under the Term Loans and the Notes.  This could have
serious consequences to the Company's financial condition and
results of operations and could cause the Company to become
bankrupt or insolvent.

                          *     *     *

As reported by the TCR on Nov. 7, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sally Holdings LLC
to 'BB+' from 'BB'. The rating outlook is positive.

"Standard & Poor's Rating Services' rating reflects our view that
Sally Holdings, which is an indirect wholly owned subsidiary of
Sally Beauty Holdings Inc., will continue its positive momentum
with organic sales growth of 5% to 7%, positive comparable-store
sales, modest gross margin improvement, and continued debt
reduction, resulting in improving credit protection measures over
the next 12 months," said Standard & Poor's credit analyst Jayne
Ross.

It has 'B2' corporate family and probability of default ratings
from Moody's.


SAN JOAQUIN TRANS: Fitch Affirms 'BB' Rating on Outstanding Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the underlying 'BB' rating on the San
Joaquin Hills Transportation Corridor Agency (SJHTCA, or the
agency), California's outstanding bonds as follows:

  -- $220 million senior lien toll road revenue bonds, series
     1993;
  -- Insured portion of the toll road refunding revenue bonds,
     series 1997A;
  -- Uninsured portion of the toll road refunding revenue bonds,
     series 1997A.

The Rating Outlook is Stable for all bonds.

KEY RATING DRIVERS:

  -- Traffic Significantly Lower Than Forecast: The 15-mile
     limited access highway serves as a congestion reliever in
     Orange and Riverside Counties.  Actual traffic performance
     (25.5 million in fiscal 2011) is just 43% of the agency's
     original projections, largely due to optimistic projections
     since opening and frequent toll increases.

  -- Limited Pricing Power: Management has increased toll rates 12
     times to satisfy its toll rate covenant.  The cash toll rate
     per mile of $0.38 on the mainline is one of the highest
     relative to peers.

  -- Back Loaded Debt with Refinance Risk: The 2011 debt
     restructuring provides the agency flexibility over the next
     10 years to manage the unpredictable pace of traffic and
     revenue growth; however, it creates a debt service cliff in
     fiscal 2025 when it increases by 90%.  Under conservative
     growth scenarios, a refinancing may be challenging.

  -- Weak Financial Profile: Leverage is high at nearly 20 times
     (x).  With historical low rates of growth and frequent
     inflationary toll increases, projections indicate SJHTCA is
     expected to maintain coverage levels at or above 1.0x through
     fiscal 2024 at which point a refinancing may be required.
     Fitch's Base Case scenario indicates project life coverage
     ratios in the 1.4x range, which could support a future debt
     restructuring to create long-term stability.  The agency's
     various reserves totaling nearly $350 million in fiscal 2011
     provide considerable financial flexibility up to that
     decision-point.

WHAT COULD TRIGGER A RATING ACTION:

  -- Revenue growth over the next decade of less than a 5%
     compound annual growth rate (CAGR) from a combination of
     traffic or toll rate increases that result in lower debt
     service coverage ratios (DSCRs) than Fitch's Base Case.

  -- Changes in management's historical stance towards timely toll
     rate increases to maximize revenues.

SECURITY:

The bonds are secured by a net pledge of toll revenue collected at
the mainline and ramp toll plazas and a portion of development
impact fees (DIF) assessed in the corridor.  SJHTCA is authorized
to retain $2.5 million of the DIF annually to be used for
planning, environmental, and construction purposes.

CREDIT UPDATE:

The agency has increased toll rates 12 times since fiscal 1997
resulting in toll revenues (excluding fees and fines) of
approximately $88.1 million in fiscal 2011 (ended June 30) - 1.2%
over fiscal 2010 and down 3.5% from the peak of $91.4 million in
fiscal 2008.  Traffic and revenue is down 0.7% and up 4.8%,
respectively, for year-to-date fiscal 2012 (July to March)
reflecting the July 2011 toll increase.  Management did not
implement a toll increase in fiscal 2011 due to the weak economic
conditions.

Historical revenue growth since fiscal 2002 averaged 9.4% annually
through fiscal 2007, and is estimated to average 4.9% annually
including the recession through fiscal 2012.

Debt service coverage for fiscal 2011 -- including the use of
$32.9 million drawn from the Toll Stabilization Fund (TSF) -- was
1.39x, or much lower at 0.93x without the liquidity draw.
Management does not anticipate drawing from the TSF in fiscal
2012, primarily due to the toll increase and lower debt service.
DSCR is expected to be 1.06x.

In 2010, Fitch noted the near-term financial challenges the SJHTCA
would face given the 16% increase in debt service obligations in
fiscal 2012 and similar increases every three to four years until
fiscal 2033.  The 2011 debt restructuring has lowered the
obligations by an average of 30% in each of fiscal years 2012 to
2024.  As a result, in Fitch's Base Case, debt service coverage is
expected to be at least 1.0x through fiscal 2024.  Traffic is
projected to grow, but only moderately at nearly 1% annually
through fiscal 2042 while revenue grows at a CAGR of more than 4%.
Draws on internal liquidity begin in fiscal 2025 when debt service
rises 90% over the year prior.  Under Fitch's Rating Case, which
assumes lower traffic and revenue CAGRs of 0.5% and more than 3%,
respectively, larger liquidity draws are required to meet debt
service obligations and, should a refinance not occur, all of the
agency's reserves would be depleted by fiscal 2031.


SB PARTNERS: Delays Q1 Form 10-Q to Review Omaha Financials
-----------------------------------------------------------
SB Partners has a 30% non-controlling interest in Sentinel Omaha,
LLC, an affiliate of the Company's general partner.  The
investment in Omaha is accounted for at fair value.  Earlier this
year, the controller for Omaha informed the Company that, due to
open issues, Omaha's auditors would be unable to complete their
audit and issue an audit opinion for calendar year 2011 until mid-
May 2012.

Because the investment in Omaha constitutes a significant portion
of the assets of the Company, the Company's auditors are required
to review both the financial statements of Omaha and the related
workpapers prepared by Omaha's auditors after the audit work of
Omaha is completed.  Until the Company's auditors perform their
review of the Omaha audit, the Company's auditors cannot issue an
audited opinion on the Company's financial statements for the
period ending December 31, 2011.  As a result, the Company was not
able to file its form 10-K for the period ending Dec. 31, 2011,
timely and filed form NT 10-K.

The Company's auditors are reviewing the Omaha report and
workpapers, and anticipate completing the annual audited report
for the Company shortly.  The Company anticipates being prepared
to file its form 10-K for the period ending Dec. 31, 2011, and
form 10-Q for the period ending March 31, 2012, within the next
several weeks.

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company has a 30% interest in Sentinel Omaha, LLC.  Sentinel
Omaha is a real estate investment company which currently owns 24
multifamily properties and 1 industrial property in 17 markets.
Sentinel Omaha is an affiliate of the partnership's general
partner.

As reported by the TCR on June 23, 2011, Dworken, Hillman, LaMorte
and Sterczala, P.C., in Shelton, Connecticut, did not include a
substantial doubt qualification in its report on the Company's
2010 financials.

As reported in the Troubled Company Reporter on June 15, 2010,
Dworken Hillman expressed substantial doubt about SB Partners'
ability to continue as a going concern, following its 2009
results.  The independent auditors noted that the partnership's
unsecured credit facility matured on Feb. 28, 2009, and the
partnership has not yet been able to arrange a replacement loan,
extension or refinancing.

The Company reported a net loss of $623,117 on $2.61 million of
total revenues for the year ended Dec. 31, 2010, compared with a
net loss of $23.60 million on $2.58 million of total revenues
during the prior year.

The Company reported a net loss of $750,526 on $1.89 million of
total revenue for the nine months ended Sept. 30, 2011, compared
with a net loss of $468,171 on $1.96 million of total revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed
$18.34 million in total assets, $20.75 million in total
liabilities and a $2.41 million total partners' deficit.


SBD AIRPORT: SBIA Chief Insists Right to Cancel Fuel Access
-----------------------------------------------------------
Contra Costa Times reports attorneys for SBD Airport Services has
appeared before a federal judge to contend that interim San
Bernardino International Airport chief A.J. Wilson acted
improperly when he cut off the company's access to jet fuel.

SBD Airport Services filed for Chapter 11 bankruptcy protection in
March, one month after Mr. Wilson asserted the company violated
its fuel contract and blocked the firm's access to the airport's
fuel supplies and trucks.

The report notes SBD Airport Services attorneys have argued the
company needs access to the airport's "fuel farm" in order to
conduct business.

According to the report, Mr. Wilson and the airport said in court
filings that SBIA officials had a right to terminate the airport's
fuel services agreement with SBD Airport Services because the
company did not have the minimum amount of fuel in its tanks to
live up to its side of the deal.  The fuel dispute stems from a
February incident in which the pilot of a 727 jet was unable to
purchase the full amount of requested fuel, the report notes.

The report says Mr. Wilson moved quickly to cancel SBD Airport
Service's fuel contract.  Airport staffers have since handled fuel
sales on their own.

The report notes SBD Airport Services is one of several companies
at the San Bernardino airport tied to Scot Spencer, a businessman
who previously led the development of the airport's passenger
terminal and other facilities.  Mr. Spencer's role at the airport
has diminished since the FBI raided SBIA offices and other
locations, including Mr. Spencer's home in October 2011, while
investigating alleged corruption at the airport.

The report notes Mr. Wilson assumed the top job at the San
Bernardino International Airport Authority after the raid and has
sought to bring assets under Mr. Spencer's control into the hands
of the Airport Authority.  Mr. Spencer's spokesman, Coby King, has
repeatedly accused Mr. Wilson of bullying Mr. Spencer in remarks
related to the fuel dispute.

Based in San Bernardino, California, SBD Airport Services LLC
filed for Chapter 11 protection on March 5, 2012 (Bankr. C.D.
Calif. Case No. 12-15504).  Judge Deborah J. Saltzman presides
over the case.  David B. Golubchik, Esq., at Levene Neale Bender
Rankin & Brill LLP, represents the Debtor.  The Debtor estimated
both assets and debts of between $1 million and $10 million.


SEARS HOLDINGS: To Pursue Partial Spin-Off of Sears Canada
----------------------------------------------------------
Sears Holdings Corporation said Thursday its board of directors
has approved plans to pursue a partial spin-off of its interest in
Sears Canada Inc. (TSX: SCC).  Holdings, which currently owns
about 95% of the issued and outstanding common shares of Sears
Canada, expects to distribute common shares of Sears Canada held
by Holdings on a pro rata basis to holders of Holdings' common
stock such that following the spin-off, Holdings will retain
roughly 51% of the issued and outstanding common shares of Sears
Canada.  Subsequent to the spin-off, Holdings may sell, hold or
distribute to holders of Holdings' common stock any portion of its
remaining interest in Sears Canada.

Holdings expects Sears Canada to file documents with the
Securities and Exchange Commission and the Canadian Securities
Administrators over the next few months with the expectation of
completing the proposed spin-off during the 2012 calendar year.
Following the spin-off, Sears Canada will continue to be listed on
the Toronto Stock Exchange.  The spin-off is subject to a number
of conditions, including approval of securities filings by the
board of directors of Sears Canada, review by the relevant
securities regulators and final approval of the Holdings board of
directors.

Holdings believes that the spin-off will permit each of Sears
Canada and Holdings to focus on their respective businesses and
allocate resources to best optimize returns on assets employed.
Holdings also believes that the spin-off will provide investors
with a more targeted investment opportunity by having equity in
two separate public companies, allow investors to participate in a
direct investment in Sears Canada, and provide stockholders with
increased flexibility of choice in what assets and securities they
hold.  In addition, Holdings believes that the spin-off will
potentially enhance the liquidity of holders of Sears Canada's
common shares.  Holdings expects that the spin-off will be taxable
as a dividend to Holdings' stockholders.

Holdings expects to continue to include Sears Canada as a
consolidated subsidiary in Holdings' Consolidated Financial
Statements following the spin-off.  Holdings has the right not to
complete the spin-off if, at any time, Holdings' board of
directors determines, in its sole discretion, that the spin-off is
not in the best interests of Holdings or its stockholders or is
otherwise not advisable.

Ben Protess, writing for The New York Times, relates the planned
spinoff is the latest step in a broader effort by Sears and its
chairman, the hedge fund billionaire Edward S. Lampert, to raise
cash and allay concerns about liquidity problems.

NY Times says the Canadian unit is a poor performer that has
weighed down the struggling retailer.  In a letter to shareholders
earlier this year, Mr. Lampert acknowledged that the unit
"experienced very poor results."

According to NY Times, the spinoff marks a curious change in
strategy for Mr. Lampert, who in 2009 moved to exert more control
over Sears Canada, gradually ratcheting up the stake in the unit.
The strategic shift also comes as Target, one of its top
competitors, moves into the Canadian market.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

Sears Holdings' balance sheet at Jan. 28, 2012, showed
$21.38 billion in total assets, $17.04 billion in total
liabilities, and $4.34 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SIMON WORLDWIDE: Incurs $464,000 Net Loss in First Quarter
----------------------------------------------------------
Simon Worldwide, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $464,000 on $0 of revenue for the three months ended
March 31, 2012, compared with a net loss of $490,000 on $0 of
revenue for the same period during the prior year.

Simon Worldwide reported a net loss of $1.97 million in 2011,
compared with a net loss of $2.33 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$8.78 million in total assets, $134,000 in total liabilities, all
current, and $8.65 million in total stockholders' equity.

With no revenues from operations, the Company closely monitors and
controls its expenditure within a reasonably predictable range.
Cash used by operating activities was $1.9 million and
$2.3 million in the years ended Dec. 31, 2011, and 2010,
respectively. Cash used by operating activities was $.4 million
for the three months ended March 31, 2012 and 2011.  The Company
incurred losses within its continuing operations in 2011 and
continues to incur losses in 2012 for the general and
administrative expenses incurred to manage the affairs of the
Company.  By utilizing cash available at March 31, 2012, to
maintain its scaled back operations, management believes it has
sufficient capital resources and liquidity to operate the Company
for at least one year.

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

                        http://is.gd/LD7Ku2

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.


SMART-TEK SOLUTIONS: Incurs $8.1MM Comprehensive Loss in 2011
-------------------------------------------------------------
Smart-tek Solutions Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
comprehensive loss of $8.12 million on $21.74 million of revenue
for the year ended Dec. 31, 2011, compared with a comprehensive
income of $855,188 on $17.22 million of revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2011, showed $8.52 million
in total assets, $15.42 million in total liabilities and a $6.90
million total stockholders' deficit.

After auditing the 2011 results, PMB Helin Donovan, LLP, in
Dallas, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has sustained recurring losses from
operations and has an accumulated deficit of approximately $13
million at Dec. 31, 2011.

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

                        http://is.gd/ate2Pq

                      About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.


SMART-TEK SOLUTIONS: Delays Form 10-Q for First Quarter
-------------------------------------------------------
Smart-Tek Solutions Inc. informed the U.S. Securities and Exchange
Commission that it will be late in filing its quarterly report on
Form 10-Q for the period ended March 31, 2012.  The review of the
financials by the outside auditors will be completed on or about
May 18, 2012.

                    About Smart-tek Solutions

Newport Beach, Calif.-based Smart-tek Solutions Inc. has two
business lines.  Through its wholly owned subsidiary Smart-Tek
Communications Inc. the Company specializes in the design and
development of Radio Frequency Identification (RFID) integration,
monitoring and tracking solutions to meet industry demands.
Through its wholly owned subsidiary Smart-Tek Automated Services
Inc. the Company provides professional employer organization
services.

The Company reported a comprehensive loss of $8.12 million on
$21.74 million of revenue for the year ended Dec. 31, 2011,
compared with a comprehensive income of $855,188 on $17.22 million
of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $8.52 million
in total assets, $15.42 million in total liabilities and a $6.90
million total stockholders' deficit.

After auditing the financial statements for 2011, PMB Helin
Donovan, LLP, in Dallas, Texas, expressed ubstantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
recurring losses from operations and has an accumulated deficit of
approximately $13 million at Dec. 31, 2011.


SP NEWSPRINT: Lease for Polk County Recycling Operations Approved
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
SP newsprint Holdings LLC, et al., to enter into the lease for
property in Polk County, to allow the Debtors to continue their
Polk County recycling operations.

In a separate order, the Court authorized the Official Committee
of Unsecured Creditors to file a redacted version of its limited
objection to the Debtors' emergency motion for order to enter into
Polk County lease.

                       About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SP NEWSPRINT: Panel's Investigation Period Extended Until June 13
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation extending until June 13, 2012, the challenge period of
the Official Committee of Unsecured Creditors in the Chapter 11
cases of SP newsprint Holdings LLC, et al.

The stipulation was entered among the Debtors and General Electric
Capital Corporation, as prepetition agent under the prepetition
credit agreement and DIP agent under the DIP credit agreement, and
the Committee.

On Jan. 25, 2012, the Court entered a final order authorizing the
Debtors to obtain postpetition secured financing, and use the cash
collateral.  Among other things, the Committee was required to
investigate and prosecute the claims and defenses until Feb. 29,
2012.  Pursuant to previous stipulations, the challenge period was
extended.

The Committee explained that the extended deadline will preserve
it rights regarding the perfection-related claims and defenses and
the Section 547 claims.

                       About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SP NEWSPRINT: R.L. Reimers Wins Lift Stay to Commence Proceedings
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware signed an
agreed order granting R.L. Reimers Co., relief from the automatic
stay in the Chapter 11 cases of SP newsprint Holdings LLC, et al.

The Debtors agreed to lift the automatic stay to allow R.L.
Reimers to pursue an action to perfect and enforce mechanic's,
construction or similar lien in the Oregon state court, or
alternatively, to join in any pending lien foreclosure action
relating to 1301 Wynooski Street, Newberg. Oregon, including the
civil action captioned G.H. McCulloch, Inc. v. SP newsprint Co.,,
LLC, et al., Yamhill County Circuit Court.

                       About SP Newsprint

Greenwich, Conn.-based SP Newsprint Holdings LLC -- aka Bulldog
Acquisition I LLC, Bulldog Acquisition II LLC, Publishers Papers,
Southeastern Paper Recycling and SP Newsprint Merger LLC -- and
three affiliates, SP Newsprint Co. LLC, SP Recycling Corporation
and SEP Technologies L.L.C, filed for Chapter 11 bankruptcy
(Bankr. D. Del. Lead Case No. 11-13649) on Nov. 15, 2011.

SP Newsprint Holdings LLC is a newsprint company controlled by
polo-playing mogul Peter Brant.  It is one of the largest
producers of newsprint in North America.  SP Recycling
Corporation, a Georgia corporation and the Debtors' other
operating company, was established in 1980 as a means for SP to
secure a ready supply of recycled fiber, a key raw material for
its newsprint.

SP Newsprint is the second Brant-owned newsprint company to tumble
into bankruptcy proceedings in recent years.  Current and former
affiliated entities are Bear Island Paper Company, L.L.C., Brant
Industries, Inc., F.F. Soucy, Inc., Soucy Partners Newsprint,
Inc., White Birch Paper Company.

Judge Christopher S. Sontchi presides over the case.  Joel H.
Levitin, Esq., Maya Peleg, Esq., and Richard A. Stieglitz Jr.,
Esq. -- jlevitin@cahill.com , mpeleg@cahill.com and
rstieglitz@cahill.com -- at Cahill Gordon & Reindel LLP serve as
the Debtors' lead counsel.  Lee E. Kaufman, Esq., and Mark D.
Collins, Esq. -- kaufman@rlf.com and collins@RLF.com -- at
Richards, Layton & Finger, P.A., serve as the Debtors' Delaware
counsel.  AlixPartners LLP serves as the Debtors' financial
advisors and The Garden City Group Inc. serves as the Debtors'
claims and noticing agent.  SP Newsprint Co., LLC, disclosed
$317,992,392 in assets and $322,674,963 in liabilities as of the
Chapter 11 filing.  The petitions were signed by Edward D.
Sherrick, executive vice president and chief financial officer.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.  Ashby & Geddes, P.A., serves as its
Delaware counsel, and BDO Consulting serves as its financial
advisor.


SPECIALTY PRODUCTS: Asbestos Creditors Float Ch. 11 Plan
--------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that creditors with
claims for asbestos-related health problems proposed the initial
reorganization plan for Specialty Products Holdings Corp. on
Monday, hoping to jump-start a case stalled by the difficulty of
estimating the bankrupt company's massive asbestos liability.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010, estimating its assets and
debts at $100 million to $500 million.  The Company's affiliate,
Bondex International, Inc., simultaneously filed a separate
Chapter 11 petition (Case No. 10-11779).

Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud,
Esq., at Jones Day, serve as bankruptcy counsel.  Daniel J.
DeFranceschi, Esq., and Zachary I. Shapiro, Esq., at Richards
Layton & Finger, serve as co-counsel.  Logan and Company is the
Company's claims and notice agent.


SPEEDEMISSIONS INC: Incurs $117,000 Net Loss in First Quarter
-------------------------------------------------------------
Speedemissions, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $116,782 on $1.92 million of revenue for the three months ended
March 31, 2012, compared with a net loss of $143,951 on $2.11
million of revenue for the same period during the prior year.

The Company reported a net loss of $1.6 million on $8.3 million of
revenue for 2011, compared with a net loss of $2.2 million on
$9.3 million of revenue for 2010.

The Company's balance sheet at March 31, 2012, showed
$2.19 million in total assets, $851,141 in total liabilities,
$4.57 million series A convertible, redeemable preferred stock,
and a $3.23 million total shareholders' deficit.

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

                        http://is.gd/L4YB3F

                        About Speedemissions

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.

After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in
Atlanta, Ga., expressed substantial doubt about Speedemissions'
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a capital deficiency.


STRATEGIC AMERICAN: Provides Operational Update for Galveston Bay
-----------------------------------------------------------------
Duma Energy Corp., formerly known as Strategic American Oil
Corporation, announced that with the recent addition of the
Redfish Reef Field, the average production from the Company's
Galveston Bay fields alone is now approximately 521 barrels of oil
equivalent per day (boepd).  This included 342 barrels of oil per
day as well as 1,075 thousand cubic feet of natural gas per day.
This figure is expected to increase in the coming days as more
wells are brought online in both the Trinity Bay and Redfish Reef
Fields.  Additionally, completion operations for the newly drilled
ST9-12A #4 in Fishers Reef Field are scheduled to take place this
week, which also has the potential to significantly increase
existing production and cash flow.

"We have numerous opportunities in Galveston Bay including re-
completions and new drilling," said Craig Alexander, Operations
Manager for Duma Energy Corp.  "We are optimistic about our future
production due to the fact that we are currently producing from
only a limited number of the total wells in these fields."

Jeremy G. Driver, Chairman and CEO of Duma Energy Corp. stated,
"With the production we have recently brought on and the work we
already have scheduled, we are closing in on our 2012 goal of
1,000 boepd.  More importantly, this translates into higher
revenue and cash flow."

The Company also announced the release of a corresponding video
entitled "Galveston Bay Update" on its Web site at www.duma.com
(direct link: http://www.duma.com/investor_info/media/). This
video includes an interview on April 30, 2012, with the Company's
Operations Manager, Craig Alexander, regarding Redfish Reef Field
and the general operations of Galveston Bay.

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company's balance sheet at Jan. 31, 2012, showed
$24.35 million in total assets, $11.59 million in total
liabilities, and $12.75 million in total stockholders' equity.

The Company reported a net loss of $4.49 million on $3.40 million
of revenue for the six months ended Jan. 31, 2012.  The Company
had a net loss of $10.28 million on $3.41 million of revenue for
the year ended July 31, 2011, compared with a net loss of
$3.49 million on $531,736 of revenue for the same period during
the prior year.


STUDEBAKER'S URBANA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Studebaker's Urbana Soft Water Service, Inc.
        dba Sellers LP Gas Co.
        dba Main Gas & Appliance
        dba Main Gas Maytag Soft Water Service
        dba Sellers LP Gas Service
        dba Main Gas Maytag
        927 North Main Street
        Urbana, OH 43078-1005

Bankruptcy Case No.: 12-32349

Chapter 11 Petition Date: May 14, 2012

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Lawrence S. Walter

Debtor's Counsel: Elden J. Hopple, Esq.
                  ICE MILLER LLP
                  250 West Street
                  Columbus, OH 43215
                  Tel: (614) 462-2305
                  E-mail: Jim.Hopple@icemiller.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ohsb12-32349.pdf

The petition was signed by Joseph F. Studebaker, Jr., president.


SWORDFISH FINANCIAL: Delays Form 10-Q for First Quarter
-------------------------------------------------------
Swordfish Financial, Inc., has encountered a delay in assembling
the information, in particular its financial statements for the
quarter ended March 31, 2012, required to be included in its March
31, 2012, Form 10-Q Quarterly Report.  The Company expects to file
its March 31, 2012, Form 10-Q Quarterly Report with the U.S.
Securities and Exchange Commission within 5 calendar days of the
prescribed due date.

                     About Swordfish Financial

Rockwall, Tex.-based Swordfish Financial, Inc., formerly Nature
Vision, Inc., designed, manufactured and marketed outdoor
recreation products primarily for the sport fishing and hunting
markets.  Based on the limited assets, product lines and resources
remaining after the M&I Business Credit LLC liquidation, Swordfish
Financial, Inc. has decided that there is not enough remaining of
the Nature Vision operations to continue as an outdoor
recreations products company and will concentrate on the business
on being an asset recovery company and using the financial
resources recovered to retire the Company's debts and invest in
other businesses domestically and internationally.

The Company reported a net loss of $1.36 million on $0 of sales in
2011, compared with a net loss of $2.69 million on $0 of sales in
2010.

For 2011, Patrick Rodgers, CPA, PA, in Altamonte Springs, FL,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the company has suffered recurring losses from operations and
negative cash flows from operations the past three years.


TALON INTERNATIONAL: Incurs $206,000 Net Loss in First Quarter
--------------------------------------------------------------
Talon International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $205,630 on $8.74 million of net sales for the three
months ended March 31, 2012, compared with a net loss of $400,928
on $9.22 million of net sales for the same period during the prior
year.

The Company's balance sheet at March 31, 2012, showed
$14.99 million in total assets, $8.32 million in total
liabilities, $21.44 million in series B convertible preferred
stock, and a $14.78 million total stockholders' deficit.

"Our sales results for the first quarter of 2012 were slightly
lower than the prior year, as improvements within, and additions
to, our specialty brands reflected strong growth, but were
overshadowed by the soft demand from the mass merchandiser market
segment of our business," noted Lonnie Schnell, Talon's CEO.

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

                        http://is.gd/CoSUWT

                     About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.


TALON INTERNATIONAL: Morris Weiss Named to Board of Directors
-------------------------------------------------------------
Morris D. Weiss was appointed as a member of the Board of
Directors of Talon International, Inc., effective May 9, 2012.
Mr. Weiss was appointed by written consent of the sole holder of
Talon's outstanding shares of Series B Preferred Stock, in
accordance with the Certificate of Designation of Series B
Convertible Preferred Stock, to fill the previously existing
vacancy among one of the three director positions that the holders
of our Series B Preferred Stock are entitled to elect.

Mr. Weiss (age 52) is a partner at the law firm Hohmann, Taube &
Summers, LLP, where Mr. Weiss specializes in commercial bankruptcy
and restructuring matters as well as complex commercial
litigation.  Prior to joining Hohmann, Taube & Summers, LLP, in
2010, Mr. Weiss was the Managing Director of IP Navigation Group,
LLC, an international patent monetization company, from April 2010
to August 2010.  Mr. Weiss was the Managing Director of Investment
Banking of MDB Capital Group, LLC, an independent broker dealer,
from May 2009 to April 2010.  From January 2009 to April 2010, Mr.
Weiss served on the board of directors of Atlas Mining Company
(n/k/a Applied Minerals, Inc. (OTCQB: AMNL.OB)), the leading
global producer of Halloysite Clay solutions, and from November
2008 to April 2009, Mr. Weiss served as the company's Chief
Restructuring Officer.  From February 2002 to October 2008, Mr.
Weiss was the Managing Director and Head of Investment Banking of
Tejas Securities Group, Inc., a full service, independent broker
dealer.

Mr. Weiss has been nominated for reelection by the holders of the
Series B Preferred Stock at the Talon 2012 Annual Meeting of
Stockholders currently scheduled for June 14, 2012.

Mr. Weiss does not have any family relationships with any of
Talon's other directors or executive officers.  Mr. Weiss does not
have a direct or indirect material interest in any transaction
with Talon involving an amount exceeding $120,000, and no such
transaction is currently proposed.

                     About Talon International

Woodland Hills, Calif.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

The Company's balance sheet at March 31, 2012, showed $14.99
million in total assets, $8.32 million in total liabilities,
$21.44 million in series B convertible preferred stock, and a
$14.78 million total stockholders' deficit.


TELECONNECT INC: Incurs $810,000 Net Loss in March 31 Quarter
-------------------------------------------------------------
Teleconnect Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $810,293 on $92,481 of sales for the three months ended
March 31, 2012, compared with a net loss of $1.27 million on
$7,943 of sales for the same period during the prior year.

The Company reported a net loss of $2.04 million on $111,866 of
sales for the six months ended March 31, 2012, compared with a net
loss of $773,280 on $19,914 of sales for the same period during
the prior year.

The Company reported a net loss of $3.26 million on $112,722 of
sales for the fiscal year ended Sept. 30, 2011, compared with net
income of $1.97 million on $254,446 of sales during the prior
year.

The Company's balance sheet at March 31, 2012, showed
$7.21 million in total assets, $11.08 million in total
liabilities, all current, and a $3.87 million total stockholders'
deficit.

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

                        http://is.gd/TJcqy7

                       About Teleconnect Inc.

Based in Breda, in The Netherlands, Teleconnect Inc. (OTC BB:
TLCO) Teleconnect Inc. (initially named Technology Systems
International Inc.) was incorporated under the laws of the State
of Florida on November 23, 1998.

Serving as a telecommunications service provider in Spain for
almost 9 years, the Company never fully reached expectations and
decided late in 2008 to change its course of business.  In
November 2009, 90% of the Company's telecommunication business was
sold to a Spanish group of investors, and on October 15, 2010, the
Company completed the acquisition of Hollandsche Exploitatie
Maatschappij BV (HEM), a Dutch entity established in 2007.  HEM's
core business involves the age validation of consumers when
purchasing products which cannot be sold to minors, such as
alcohol or tobacco.  The Company regards this age validation
business as its new strategic direction.  The Dutch companies
acquired in 2007 (Giga Matrix, The Netherlands, 49% and Photowizz,
The Netherlands, 100%) are considered to function complementary to
this new service offering.

Through the purchase of HEM and its ownership in Photowizz and
Giga Matrix the Company now controls all four pillars under its
business model: the manufacturing and leasing of electronic age
validation equipment, the performance of age validation
transactions remotely, the performance of market surveys and the
broadcasting of in-store commercial messages using the age
validation equipment in between age checks.

Coulter & Justus, P.C., in Knoxville, Tenn., expressed substantial
doubt about the Company's ability to continue as a going concern
following the fiscal 2011 financial results.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency in addition to a
working capital deficiency.


THERMOENERGY CORP: Incurs $17.4 Million Net Loss in 2011
--------------------------------------------------------
ThermoEnergy Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $17.38 million on $5.58 million of revenue for the
year ended Dec. 31, 2011, compared with a net loss of $14.85
million on $2.87 million of revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $8.78 million
in total assets, $13.39 million in total liabilities, and a
$4.60 million total stockholders' deficiency.

After auditing the 2011 results, Grant Thornton LLP, in Boston,
Massachusetts, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss for the year ended Dec.
31, 2011, and, as of that date, the Company's current liabilities
exceeded its current assets by $3,387,000 and its total
liabilities exceeded its total assets by $4,603,000.

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

                        http://is.gd/6UJlrW

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.


TIME SERVICE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Time Service Station, Inc.
        12 Dorn Place
        Medford, NY 11720

Bankruptcy Case No.: 12-43569

Chapter 11 Petition Date: May 15, 2012

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Jerry M. Mims, Esq.
                  LAW OFFICES OF JERRY M. MIMS
                  3239 Route 112, Building 8
                  Medford, NY 11763
                  Tel: (631) 575-1048
                  Fax: (631) 207-8412
                  E-mail: droitmoral@aol.com

Scheduled Assets: $1,382,000

Scheduled Liabilities: $750,000

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

The petition was signed by Ziya Zeki Ercan, president.


TN-K ENERGY: Reports $3.1 Million Net Income in First Quarter
-------------------------------------------------------------
TN-K Energy Group Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $3.09 million on $144,649 of total revenue for the three months
ended March 31, 2012, compared with net income of $596,814 on
$380,782 of total revenue for the same period during the prior
year.

The Company's balance sheet at March 31, 2012, showed
$1.79 million in total assets, $4.13 million in total liabilities
and a $2.33 million total stockholders' deficit.

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

                        http://is.gd/tYFqLZ

                         About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.

After auditing the 2011 results, Sherb & Co., LLP, in New York,
expressed substantial doubt about the Company's ability to
continue as a going.  The independent auditors noted that the
Company has incurred recurring operating losses and will have to
obtain additional financing to sustain operations.


TPF GENERATION: Moody's Upgrades Rating on 2nd Lien Loan to 'B2'
----------------------------------------------------------------
Moody's Investors Service has upgraded TPF Generation Holdings,
LLC's second lien senior secured term loan to B2 from B3. At the
same time, Moody's has affirmed the B1 rating on the first lien
credit facility. Concurrent with these actions, Moody's changed
TPF's rating outlook to stable from negative.

Ratings Rationale

The rating changes reflects TPF Generation's April 2012 sale of
the 800 MW Rio Nogales plant in Seguin, Texas to CPS Energy
(Electric and Gas Revenue Bonds rated Aa1, outlook stable). This
transaction followed TPF Generation's sale of the 300 MW
University Park peaking facility in May 2011. Proceeds from both
sales were primarily used to repay the remaining outstanding first
lien term loans, cash-collateralize certain outstanding first lien
letters of credit, and partially repay the second lien term loan.
Specifically, net proceeds from the recent Rio Nogales plant sale
were sufficient to repay all $254.6 million outstanding under the
first lien term loan in full, cash collateralize $78.0 million of
first lien letters of credit, reduce commitments under the first
lien credit facility to $50 million (reduced from the original
$250 million), repay $84.1 million of the second lien term loan
(reducing its outstandings to $410.9 million from $495.0 million)
and to pay transaction and other costs. Once the outstanding
letters of credit roll off, the $78 million that was utilized for
cash collateralization will be available to pay down additional
principal on the second lien term loan.

The rating action further reflects the substantially improved
recovery and refinancing prospects for creditors, particularly
holders of second lien debt whose rating was upgraded to B2 from
B3. The first lien rating is affirmed at B1 reflecting in large
part the fundamental credit profile of TPF Generation. While the
two asset sales have improved the credit quality at TPF
Generation, the rating affirmation at B1 considers the reduced
diversity and greater concentration of cash flows in the remaining
assets, primarily High Desert, and the fact that TPF Generation
will likely operate in an entirely merchant environment beginning
in 2013. While recovery and refinancing prospects for second lien
holders have undoubtedly improved, the fundamental credit profile
is still exposed to substantial cash flow volatility as a merchant
generation portfolio and heightened concentration risk, both
characteristics consistent with the "B" rating category.

Overall, the new TPF Generation portfolio will consist of the 830
MW High Desert combined cycle plant in California, the 300 MW Wolf
Hills peaking facility in Virginia, and the 250 MW Big Sandy
peaking facility in West Virginia. Thus, the portfolio will be
diversified between CAISO and PJM, though cash flow available to
service debt will be particularly concentrated in High Desert.
Through December 31, 2012, the High Desert facility benefits from
an energy call option agreement with J. Aron & Company for 736 MW
of the plant's capacity. Beyond December 31, 2012, in the absence
of new contractual arrangements, cash flows for debt service will
primarily come from the merchant California market.

Moody's further observes that with the asset sales, TPF
Generation's ultimate sponsor (Tenaska Power Fund) has created
additional flexibility to consider further strategic options over
the interim. Moreover, the substantial reduction in total debt on
an absolute cash basis further mitigates any potential covenant
compliance issues that Moody's outlined in previous reports, and
Moody's now believes that covenant compliance will not be a cause
for undue concern between now and the second lien debt maturity.

The stable outlook reflects Moody's belief that the completion of
the asset sales and related debt reduction has stabilized credit
quality for TPF Generation over the remaining term of the debt.
While increased concentration risk and greater volatility in cash
flow is expected beginning in 2013, these risks are mitigated by
the substantial debt reduction that has occurred, which Moody's
believes enhances recovery and refinancing prospects for the term
debt. Moreover, Moody's observes that to that extent that all or a
portion of the $78 million in cash currently tied up in letter of
credit collateralization is released, it can be used to further
repay second lien principal in 2013 and 2014.

To that end, the B2 rating on the second lien could potentially be
revised upward to B1 once the remaining first lien letter of
credit facility expires in 2013 eliminating all first lien debt
from the capital structure.

The ratings could come under pressure if operational issues begin
to impact the portfolio assets, particularly High Desert, or if
the sponsor's prospects for strategic options become increasingly
uncertain as the second lien term loan approaches its maturity.

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

The last rating action on TPF Generation occurred on March 10,
2011, when Moody's downgraded the ratings on the first lien credit
facilities to B1 from Ba3 and affirmed the B3 rating on the second
lien credit facility, while changing the outlook to negative from
stable for both.

TPF Generation Holdings, LLC is an indirect subsidiary of Tenaska
Power Fund, L.P., and is a special purpose entity originally
formed to acquire and operate several generation facilities across
the continental United States. After recent sales, the portfolio
now consists of three assets, two of which are natural gas-fired
peaking plants located within the PJM interconnection and the
remaining asset is a natural gas fired combined-cycle plant
located in CAISO.


TRAFFIC CONTROL: Auction to Take Place on July 25
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Traffic Control & Safety Corp. will learn at a July
25 auction whether the new owner will be second-lien creditors or
someone else.  The bankruptcy court in Delaware approved
procedures this week where bids are due July 13, followed by an
auction July 25, and a hearing to approve the sale on July 26.
Unless a better offer is made, second-lien creditors will buy the
company in exchange for $20 million of the junior secured debt. In
addition, they will assume the first-lien obligations of about
$18.5 million, pay expenses of the Chapter 11 case, and provide
$500,000 toward expenses not paid with financing for the
reorganization.  When the sale is completed, the second-lien
lenders will waive the remainder of their claim, meaning that
their deficiency claim won't dilute the pot for unsecured
creditors.

                 About Traffic Control and Safety

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.

No creditors committee has been appointed in the Debtors' cases.


TRAVELPORT HOLDINGS: Has $175-Mil. Credit Pact with Credit Suisse
-----------------------------------------------------------------
Travelport LLC entered into a credit agreement with Credit Suisse
AG, as administrative agent and collateral agent, and the other
agents and lenders party thereto.

The Credit Agreement, among other things:

    (i) allows for a new $175,000,000 term loan secured on a
        junior priority basis to the liens under the previously
        disclosed Fourth Amended and Restated Credit Agreement and
        on a senior priority basis to the liens under the
        previously disclosed Indenture, to be used to refinance in
        full the non-extended term loans outstanding under the
        Fourth Amended and Restated Credit Agreement and to
        refinance a portion of the extended term loans outstanding
        under the Fourth Amended and Restated Credit Agreement;

   (ii) allows for incremental loans to refinance loans
        outstanding under the Fourth Amended and Restated Credit
        Agreement;

  (iii) subject to certain exceptions, contains covenants that are
        substantially the same as those in the Fourth Amended and
        Restated Credit Agreement, with certain negative covenant
        baskets set with a 10% cushion to the levels set forth in
        the Fourth Amended and Restated Credit Agreement; and

   (iv) contains a total leverage ratio test, which is initially
        set at 8.75X until June 30, 2013, and a senior secured
        leverage ratio test, which is initially set at 4.95X until
        Dec. 31, 2012.

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

                        http://is.gd/hDv7j4

On May 8, 2012, the Company entered into a revolving credit loan
modification agreement relating to the Fourth Amended and Restated
Credit Agreement.  The Revolving Credit Loan Modification
Agreement, among other things, (i) extends the maturity date of
certain of the revolving loans under the Fourth Amended and
Restated Credit Agreement to May 24, 2015, and (ii) increases the
commitment fee on such extended revolving loans from 75 basis
points to 300 basis points.

Meanwhile, on May 9, 2012, Simon Gray, the Company's Senior Vice
President and Chief Accounting Officer, notified the Company that
he intends to resign from the Company in order to accept a
position with a UK FTSE 100 publicly listed company.  Mr. Gray's
resignation will be effective end of July 2012.

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

The Company's balance sheet at Dec. 31, 2011, showed $3.34 billion
in total assets, $4.30 billion in total liabilities, and a
$957 million total deficit.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TREASURES FURNITURE: Owes $2.1 Million to Creditors
---------------------------------------------------
Clint Engel at Furniture Today, citing court documents, reports
that Treasures Furniture disclosed owing about $2.1 million in
debt.  The Company disclosed its creditors and their unsecured
claims.  The creditors are:

  Lane Upholstery                     $468,809
  Lane Acceptance Group               $319,395
  Henredon                            $311,065
  Marge Carson                        $147,731
  Home Furnishings Inc. of San Diego  $139,781
  Drexel Heritage                     $138,978
  Maitland-Smith                      $103,425
  Lane Home Furnishings Retail        $101,849
  Sherrill                             $95,308
  Century                              $74,175
  Rare Collections                     $62,851
  Hooker Furniture                     $58,267
  Mavati's Furniture                   $48,167
  Ital Art                             $46,998

According to the report, the Company's creditors are home
furnishings related, and Furniture Brands International companies
appears to be the largest among the group, with combined claims
listed of more than $1.4 million.  But the supplier indicated this
is a bit misleading.

"We have not been doing business with Treasures for more than two
years," the report quotes a Furniture Brands spokesperson as
stating.  "In 2011, we received a judgment against Treasures for
the amounts they owed us.  These amounts are old debts that have
been written off.  This will have no impact on our financial
statements."

Based in San Diego, California, Treasures Inc. dba Treasures
Furniture filed for Chapter 11 protection on May 8, 2012 (Bankr.
S.D. Calif. Case No. 12-06689).  Judge Margaret M. Mann presides
over the case.  Christine E. Baur, Esq., at Law Office of
Christine E. Baur, represents the Debtor.  The Debtor estimated
both assets and debts of between $1 million and $10 million.


TRITON AVIATION: Credit Risk Cues Fitch to Affirm All Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed all classes in Triton Aviation Finance
(TAF) as seen below:

  -- Class A-1 note at 'Bsf', Outlook Stable;
  -- Class B-1, B-2, C-1, and C-2 notes at 'Csf'/RE0%.

The affirmation of all notes in TAF reflects credit risk that is
consistent with their current ratings.  The class A-1 notes pass
under Fitch's 'Bsf' scenario while the subordinate notes are not
expected to receive any principal payments due to significant
growing interest shortfalls.

The analysis of TAF is consistent with Fitch's criteria titled
'Global Rating Criteria for Aircraft Operating Lease ABS', dated
April 17, 2012, with one exception.  While the criteria states
that Fitch will assume all aircraft have a useful life of 25
years, this was adjusted to approximately 30 years based on the
characteristics of the current leases in place.


UNIVERSAL SOLAR: Incurs $439,000 Net Loss in First Quarter
----------------------------------------------------------
Universal Solar Technology, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $438,990 on $375,035 of sales for the
three months ended March 31, 2012, compared with a net loss of
$260,382 on $955,011 of sales for the same period during the prior
year.

The Company reported a net loss of $2.70 million in 2011, compared
with a net loss of $593,808 in 2010.

The Company's balance sheet at March 31, 2012, showed $10.48
million in total assets, $14.42 million in total liabilities and a
$3.93 million total stockholders' deficiency.

At March 31, 2012, the Company had negative working capital of
$128,397 and a stockholders' deficiency of $3,938,042 and has
accumulated deficit of $4,662,661 since inception.  These factors
raise substantial doubt as to the Company's ability to continue as
a going concern.

After auditing the 2011 results, Paritz & Company, P.A., in
Hackensack, New Jersey, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has not generated cash from its
operation, has stockholders' deficiency of $3.50 million and has
incurred net loss of $4.22 million since inception.

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

                        http://is.gd/D9sN6e

                       About Universal Solar

Headquartered in Zhuhai City, Guangdong Province, in the People's
Republic of China, Universal Solar Technology, Inc., was
incorporated in the State of Nevada on July 24, 2007.  It operates
through its wholly owned subsidiary, Kuong U Science & Technology
(Group) Ltd., a company incorporated in Macau, the People's
Republic of China on May 10, 2007, and its subsidiary, Nanyang
Universal Solar Technology Co., Ltd., a wholly foreign owned
enterprise registered on Sept. 8, 2008 under the wholly foreign-
owned enterprises laws of the PRC.

The Company primarily manufactures, markets and sells silicon
wafers to manufacturers of solar cells.  In addition, the Company
manufactures photovoltaic modules with solar cells purchased from
third parties.


USG CORP: Three Directors Elected at Annual Meeting
---------------------------------------------------
USG Corporation held its 2012 annual meeting of stockholders on
May 9, 2012.  At the annual meeting, the stockholders elected Jose
Armario, Douglas Ford and William H. Hernandez as directors for a
three-year term to expire in 2015.  The stockholders also ratified
the appointment of Deloitte & Touche LLP as the Company's
independent registered public accountants for 2012.

Richard H. Fleming, executive vice president and a named executive
officer and former chief financial officer of the Company, has
announced that he will retire from the Company effective June 1,
2012.  In connection with Mr. Fleming's upcoming retirement,
Matthew F. Hilzinger, the Company's Executive Vice President and
Chief Executive Officer, will now serve additionally as the
Company's principal accounting officer.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$3.73 billion in total assets, $3.57 billion in total liabilities
and $154 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 14, 2011, edition of the TCR, Fitch Ratings has
downgraded USG Corporation's Issuer Default Rating (IDR) to 'B-'
from 'B'.  The Rating Outlook remains Negative.

The ratings downgrade and the Negative Outlook reflect Fitch's
belief that underlying demand for the company's products will
remain weak through at least 2012 and the company's liquidity
position is likely to deteriorate in the next 18 months.  With the
recent softening in the economy and lowered economic growth
expectations for 2011 and 2012, the environment may at best
support a relatively modest recovery in housing metrics over the
next year and a half.  Fitch had previously forecast a slightly
more robust housing environment in 2011 and 2012.  Moreover, new
commercial construction is expected to decline further this year
and may only grow moderately next year.


VELO HOLDINGS: Seeks to Sell New Equity at July Auction
-------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that online marketing and sales company Velo Holdings Inc. is
looking to test its lenders' offer to take it out of Chapter 11 at
an auction this summer.

                        About Velo Holdings

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VELO HOLDINGS: Rejects Marketing Deal with Travelocity.com
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
signed an agreed order regarding rejection of the agreement
between Velo Holdings Inc., et al., and Travelocity.com LP.

Pursuant to the stipulation, the Debtors will reject the marketing
agreement nunc pro tunc to the Petition Date, and allow
Travelocity to contract with a substitute advertiser.

On Aug. 19, 2003, MemberWorks Incorporated, and Travelocity
entered into and executed that certain marketing agreement.

Debtor Adaptive Marketing LLC, a subsidiary of Velo Holdings Inc.,
and Travelocity entered into and executed certain addendums to the
agreement, and the term of the agreement is from Aug. 19, 2003,
and automatically continues for renewal terms of one year each
unless earlier terminated.

The agreement provides that Travelocity will market certain
Adaptive programs to Travelocity's customers by cross-sell
marketing on Travelocity's website.

In a separate order, the Court also signed an order, rejecting as
of the Petition date, that certain online advertising agreement
with Trulia Inc.

Debtor FYI Direct Inc., a subsidiary of Velo Holdings Inc., and
Trulia entered into and executed that certain online advertising
agreement, dated Dec. 22, 2011.  The agreement is effective until
Jan. 15, 2013, and provides FYI Direct with exclusive advertising
rights in the credit monitoring category on Trulia's network of
websites.

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VELO HOLDINGS: Wants to Hire Q Advisors LLC as Investment Banker
----------------------------------------------------------------
Velo Holdings Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Q Advisors
LLC as investment banker.

A hearing on May 29, 2012, at 2 p.m. (Eastern Time) has been set.
Objections, if any, are due May 19, at 4 p.m.

Q Advisors will, among other things:

   a. prepare an offering presentation or other suitable offering
      materials for use in informing prospective purchasers about
      the relevant Debtors and non-debtor affiliates that are part
      of the Insurance Administration Business (Coverdell) or the
      Lead Generation Businesses (Neverblue), as applicable;

   b. advise and assist the Companies in preparation of a
      presentation which will be given by management to selected
      qualified prospective purchasers; and

   c. develop a plan for marketing the Coverdell business and the
      Neverblue business, including the identification and contact
      of potential qualified purchasers for each business.

Subject to Court approval, the Debtors will compensate Q Advisors
in accordance with a fee structure, which provides in relevant
part that Q Advisors will be paid by the Companies a monthly fee
of $50,000 for its services in connection with the Coverdell Sale
Transaction and $25,000 for its services in connection with the
Neverblue Sale Transaction.  In no event would the aggregate
amount of monthly fees received by Q Advisors be greater than
$225,000.

The respective monthly fees would be credited against any
transaction fee earned by Q Advisors.  In the event that the
Coverdell Sale Transaction is consummated, 100% of the Coverdell
Monthly Fees paid will be credited against the Coverdell Sale Fee,
and in the event that the Neverblue Sale Transaction is
consummated, 100% of the Neverblue Monthly Fees paid will be
credited against the Neverblue Sale Fee.

Subject to Court approval, on consummation of the Coverdell Sale
Transaction, Coverdell will pay Q Advisors a cash fee equal to the
aggregate pro rata sum of (i) 0.75% of the Transaction Value up to
$80 million and (ii) 3.0% of the incremental Transaction Value
greater than $80 million.  On consummation of the Neverblue Sale
Transaction, Neverblue will pay Q Advisors a cash fee equal to
the aggregate pro rata sum of (i) 2.5% of the Transaction Value up
to $20 million and (ii) 5.0% of the incremental Transaction Value
greater than $20 million.

In the event that the administrative agent or collateral agent
under the Companies' first lien credit facility, on behalf of the
lenders thereunder, is the purchaser of either Coverdell or
Neverblue and the purchase price paid for the relevant company is
$80 million in the case of Coverdell and $20 million in the case
of Neverblue, then no transaction fee will be payable hereunder to
Q Advisors; provided that if the purchase price paid by the Credit
Group is in excess of the Initial Credit Bid, the fees due to Q
Advisors hereunder will be due and payable on the entire purchase
price, including the face amount of any overbid by the lenders.

The Coverdell Sale Fee and the Neverblue Sale Fee will become
payable upon the closing of (i) the Coverdell Sale Transaction or
Neverblue Sale Transaction, as the case may be, or (ii) the
acquisition, directly or indirectly, by another person or entity,
in a single transaction or series of related transactions, of (a)
all or a substantial portion of the assets or business of
Coverdell or Neverblue, as the case may be or (b) securities
representing 50% or more of the total voting power of the relevant
company in the election of Directors.  In no event will the
Coverdell Sale Fee be less than $650,000 and the Neverblue Sale
Fee be less than $500,000.

In the 90 days prior to the Petition Date, Q Advisors did not
receive any retainers or payments for services rendered and
expenses incurred for the Debtors.

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

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VELO HOLDINGS: Proposes Key Employee Incentive Plan
---------------------------------------------------
Velo Holdings Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York to approve a proposed postpetition
key employee incentive plan.

A hearing will be held May 29, 2012, at 2 p.m. (Eastern Time) to
consider approval of the KEIP.  Objections, if any, are due May
21, at 4 p.m.

The Debtors relate that prior to the Petition Date, the Debtors
and their outside advisors engaged in discussions with various
parties regarding potential strategic transactions, including a
potential (i) sale of all or substantially all of the Debtors'
assets; (ii) sale of the Debtors' business units in pieces with a
stand-alone restructuring; or (iii) sale of the Debtors' business
units in pieces with a "harvest" of the remaining business units.

The Debtors and their professional advisors, in consultation with
the advisors and holders of a majority of their first lien debt,
ultimately determined that the most optimal means to maximize
value for the Debtors' estates in these cases was to move forward
with the Harvest of the ACU Business and pursue a going concern
sale of each of the Insurance Administration Business and Lead
Generation Businesses, which for purposes of this Motion the
Debtors refer to collectively as the "Transactions."

To maximize the value of Transactions, the Debtors and the holders
of a majority of their prepetition first lien indebtedness
recognized the need to properly incentivize the Debtors' employees
to work diligently to generate the greatest recoveries for
creditors.

The KEIP provides for, among other things an incentive-based cash
awards to the Key Employees who are most capable of maximizing the
Debtors' financial performance.

The Debtors believe the KEIP is appropriately designed to
incentivize management to continue their substantial efforts in
operating the Debtors' businesses and assisting in facilitating
the Transactions.  Without the KEIP, the Debtors believe that
these Key Employees would have left the Debtors' employment,
causing an interruption in the Debtors' business operations,
disruption to the Transactions, and irreversible harm to the value
of the Debtors' estates.

The KEIP is appropriately designed to provide incentives to these
Key Employees to compensate them for the additional
responsibilities that they have undertaken and will continue to
perform, and in connection with the Transactions.

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

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VERENIUM CORP: Reports $30.1 Million Net Income in 1st Quarter
--------------------------------------------------------------
Verenium Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributed to the Company of $30.12 million on $17.22 million of
total revenue for the three months ended March 31, 2012, compared
with net income attributed to the Company of $3.81 million on
$13.39 million of total revenue for the same period a year ago.

The Company's balance sheet at March 31, 2012, showed $94.12
million in total assets, $53.80 million in total liabilities and
$40.31 million in total stockholders' equity.

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

                        http://is.gd/AX1uId

                     About Verenium Corporation

Cambridge, Mass.-based Verenium Corporation (NASDAQ: VRNM) --
http://www.verenium.com/-- is a pioneer in the development and
commercialization of high-performance enzymes for use in
industrial processes.  Verenium currently sells enzymes developed
using its R&D capabilities to industrial customers globally for
use in markets including biofuels, animal health and oil seed
processing.

The Company reported net income of $5.12 million in 2011 compared
with a net loss of $5.35 million in 2010.

                           Going Concern

The Company had a loss from operations of $6.5 million for year
ended Dec. 31, 2011, and had an accumulated deficit of $600.8
million as of Dec. 31, 2011.  The holders of the 2007 Notes have
the right to require the Company to purchase the 2007 Notes for a
total cash amount equal to $34.9 million on April 2, 2012, plus
accrued and unpaid interest to that date.  The Company expects the
holders of the 2007 Notes to exercise this right and, based on the
Company's current cash resources and 2012 operating plan, the
Company's existing cash resources will not be sufficient to meet
the cash requirements to fund the Company's required repurchase of
the 2007 Notes, planned operating expenses, capital expenditures
and working capital requirements without additional sources of
cash.

If the Company is unable to fund the repurchase of the 2007 Notes
when required or otherwise raise additional capital, the Company
will need to defer, reduce or eliminate significant planned
expenditures, restructure or significantly curtail the Company?s
operations, sell some or all its assets, file for bankruptcy or
cease operations.

To the extent the Company restructures rather than repurchases all
or any portion of the 2007 Notes, the Company may issue common
shares or other convertible debt for the 2007 Notes that are
restructured, which would result in substantial dilution to the
Company's equityholders.  There can be no assurance that the
Company will be able to obtain any sources of financing on
acceptable terms, or at all.

These factors raise substantial doubt about the Company's ability
to continue as a going concern.


VHGI HOLDINGS: Delays Form 10-Q for First Quarter
-------------------------------------------------
VHGI Holdings, Inc., said its quarterly report on Form 10-Q for
the period ending March 31, 2012, could not be filed within the
prescribed time period the report and financial statements could
not be completed, then reviewed by the Company's independent
auditor in time without unreasonable effort and expense.

                        About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from the following business segments: (a)
precious metals (b) oil and gas (c) coal and (d) medical
technology.

For 2011, Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah,
expressed substantial doubt about VHGI Holdings' ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred substantial losses and has a working
capital deficit.

The Company reported a net loss of $5.43 million on $499,600 of
revenues for 2011, compared with a net loss of $1.67 million on
$482,300 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $7.22 million
in total assets, $9.12 million in total liabilities, and a
stockholders' deficit of $1.90 million.


VIASPACE INC: Incurs $668,000 Net Loss in First Quarter
-------------------------------------------------------
Viaspace Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $668,000 on $588,000 of total revenues for the three months
ended March 31, 2012, compared with a net loss of $842,000 on
$582,000 of total revenues for the same period during the prior
year.

The Company reported a net loss of $9.36 million in 2011, compared
with a net loss of $2.96 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$9.82 million in total assets, $7.32 million in total liabilities
and $2.50 million in total equity.

                           Going Concern

The Company has incurred significant losses from operations,
resulting in an accumulated deficit of $43,650,000.  The Company
expects such losses to continue.  In addition, the Company has
limited working capital and based on current cash flows does not
have sufficient funds to pay the May 14, 2012, installment due on
the note to Changs LLC.  These raises substantial doubt about the
Company's ability to continue as a going concern.

After auditing the financial results for the year ended Dec. 31,
2011, Hein & Associates LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that he Company has
incurred significant losses from operations, resulting in an
accumulated deficit of $43.05 million.  The Company expects those
losses to continue.  In addition, the Company has limited working
capital and based on current cash flows does not have sufficient
funds to pay the May 2012 instalment due on the note to Changs
LLC.

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

                        http://is.gd/L72X4q

                         About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.


VITESSE SEMICONDUCTOR: S. Jarvis Appointed to Board of Directors
----------------------------------------------------------------
Vitesse Semiconductor Corporation has appointed Scot Jarvis to its
board of directors, increasing the number of directors to seven.

Mr. Jarvis co-founded Cedar Grove Partners, LLC, an investment and
consulting/advisory partnership with a focus on wireless
communication investments in 1997, and currently is its managing
member.  While at Cedar Grove, he has invested in several
successful early-stage companies in the telecommunications area
and has served on a number of public and private boards.  Prior to
co-founding Cedar Grove, Mr. Jarvis served as a senior executive
of Eagle River, Inc., a Craig McCaw investment firm.  While at
Eagle River, he founded Nextlink Communications on behalf of McCaw
and served on its board of directors.  He also served on the board
of directors of Nextel Communications, NextG Networks, Inc.,
Wavelink Communications Inc., NextWeb, Inc., and Cantata
Technologies, Inc.  From 1985 to 1994, Mr. Jarvis served in
several executive capacities at McCaw Cellular Communications up
until it was sold to AT&T.

"Scot's extensive experience identifying leading technologies and
understanding of service provider requirements makes him a strong
addition to the Vitesse board of directors.  We welcome him
aboard," said Edward Rogas Jr., chairman of Vitesse.

"As Vitesse continues to execute on our strategy to transition to
the high-growth Carrier and Enterprise networking markets, Scot's
knowledge of the networking communications industry combined with
his business acumen will be a valuable asset," said Chris Gardner,
CEO of Vitesse.

"I am excited to join the Vitesse board of directors.  The Company
has distinguished itself in the IP Edge/mobile access networking
market and I look forward to working with the Vitesse management
team as it finalizes the transition into this new market," said
Scot Jarvis.

Mr. Jarvis currently serves on the board of Kratos Defense &
Security Solutions and Airspan Networks, both publicly traded
companies.  He is a venture partner with Oak Investment Partners,
a venture capital firm.  Mr. Jarvis holds a B.A. in Business
Administration from the University of Washington.

Mr. Jarvis will receive the following compensation for his service
as a non-employee director for the remainder of the current Board
term:

    * Annual retainer of $30,000, pro-rated for the remainder of
      the current Board term;

    * Board meeting fees of $1,500 for attendance at each in-
      person Board meeting and $750 for attendance at each
      scheduled conference call Board meeting;

    * Annual equity compensation of $55,000, pro-rated for the
      remainder of the current Board term, in restricted stock
      units, or RSUs, which RSUs will be automatically granted on
      the second Monday in January 2013 and vest fully on the
      first anniversary of the grant date; and

    * A one-time award of $100,000 in RSUs, which RSUs vest in
      three annual installments of 33.33% on the first three
      anniversaries of the grant date.

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash.  Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.

Vitesse Semiconductor Corporation reported a net loss of
$14.81 million on $140.96 million of net revenues for the year
ended Sept. 30, 2011, compared with a net loss of $20.05 million
on $165.99 million of net revenues during the prior year.

The Company's balance sheet at March 31, 2012, showed $58.33
million in total assets, $91.37 million in total liabilities and a
$33.04 million total stockholders' deficit.


WARNER MUSIC: Incurs $34 Million Net Loss in First Quarter
----------------------------------------------------------
Warner Music Group Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $34 million on $628 million of revenue for the three
months ended March 31, 2012, compared with a net loss of $39
million on $684 million of revenue for the same period during the
prior year.'

The Company reported a net loss of $60 million on $1.40 billion of
revenue for the six months ended March 31, 2012, compared with a
net loss of $57 million on $1.46 billion of revenue for the same
period during the prior year.

The Company's balance sheet at March 31, 2012, showed $5.30
billion in total assets, $4.29 billion in total liabilities and
$1.01 billion in total equity.

"With growing digital and non-traditional revenue partially
offsetting the impact of a light release schedule as compared to
the prior-year quarter, this quarter's results show the benefits
of the company's transformation," said Stephen Cooper, Warner
Music Group's CEO.  "We remain optimistic about the company's
performance over the course of the fiscal year as we continue to
execute on our long-term strategy."

"Through ongoing focus on cost management, we were able to
increase OIBDA, expand OIBDA margins and generate significant free
cash flow," added Brian Roberts, Warner Music Group's Executive
Vice President and CFO.

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

                         http://is.gd/Lf2Wpy

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

                           *     *     *

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.


WESTERN MOHEGAN: Tribe Wants Bankruptcy Moved to District Court
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Western Mohegan Tribe and Nation of New York,
which calls itself a tribe although it's not yet formally
recognized by the Bureau of Indian affairs, is asking for the
Chapter 11 case it filed on March 9 to be transferred from the
bankruptcy court in Chicago to the U.S. District Court.

The report relates that to be eligible for bankruptcy, the tribe
characterizes itself as an unincorporated association.   The tribe
and its 200 members own a 250-acre parcel in Ulster County, New
York.  The tribe says its purpose is to "preserve the members' way
of life and to build a tribal business, including a gaming
casino."  The tribe has been seeking recognition for 10 years,
running up $1.7 million of legal fees in the process.

The tribe wants the bankruptcy transferred to district court where
the judge has power to decide whether the group should be formally
recognized as a tribe.

Mr. Rochelle also reports that a creditor filed a motion to
dismiss the case, contending the group is a tribe not eligible for
Chapter 11.  The U.S. Trustee filed papers requesting that the
case either be dismissed or converted to liquidation in Chapter 7.

According to the report, the U.S. Trustee said there was a fire on
the Ulster County property that destroyed all existing buildings.
There was no insurance, the U.S. Trustee says.  The tribe has no
income, the U.S. Trustee said.

                      About Western Mohegan

Based in New York, Western Mohegan Tribe and Nation is located at
10 Tamarack Road, Greenfield Park, New York.  The tribe filed
for Chapter 11 protection on March 9, 2012 (Bankr. N.D. Ill. Case
No. 12-09292).  Judge Susan Pierson Sonderby presides over the
case.  William J Factor, Esq., at The Law Office of William J.
Factor, Ltd., represents the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.

Western Mohegan Tribe owns the 255-acre Tamarack resort.  The
property was slated for auction March 15.  But a March 9 joint
bankruptcy filing by the tribe and its investor -- Illinois-based
BGA LLC -- stayed the sale.


WHITEHALL AVENUE: Case Summary & 34 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Whitehall Avenue, LLC
        dba Quality Inn Mystic
        Nine Whitehall Avenue
        Mystic, CT 06355

Bankruptcy Case No.: 12-21184

Chapter 11 Petition Date: May 13, 2012

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

Judge: Albert S. Dabrowski

Debtor's Counsel: Ellery E. Plotkin, Esq.
                  LAW OFFICES OF ELLERY E. PLOTKIN, LLC
                  777 Summer Street, 2nd Floor
                  Stamford, CT 06901
                  Tel: (203) 325-4457
                  Fax: (203) 325-4376
                  E-mail: EPlotkinJD@aol.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 34 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ctb12-21184.pdf

The petition was signed by Zulfikar Jafri, chief operationg
officer.


ZOGENIX INC: Incurs $10.3 Million Net Loss in First Quarter
-----------------------------------------------------------
Zogenix, Inc., reported a net loss of $10.29 million on $18.34
million of total revenues for the three months ended March 31,
2012, compared with a net loss of $18.98 million on $9.04 million
of total revenues for the same period during the prior year.

The Company reported a net loss of $83.90 million in 2011,
compared with a net loss of $73.56 million in 2010.

The Company's balance sheet at March 31, 2012, showed $82.28
million in total assets, $82 million in total liabilities and
$278,000 in total stockholders' equity.

Roger Hawley, chief executive officer of Zogenix, stated, "During
the first quarter, we continued to achieve growth in SUMAVEL
DosePro product sales and prescriptions.  We also successfully
executed our transition plan with Astellas, with our sales force
now responsible for detailing the specialist and primary care
segments as of April 1st.  Our initial experience in the
transition of primary care has been encouraging.  We fully expect
to capitalize on this market segment as we continue to actively
engage with potential co-promotion partners."

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

                       http://is.gd/dNSiXm

                        About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

In its reports on the Company's financial statements for the years
2011 and 2010, the independent registered public accounting firm
included an explanatory paragraph expressing substantial doubt
regarding the Company's ability to continue as a going concern.
Ernst & Young LLP, in San Diego, Calif., noted of the Company's
recurring losses from operations and lack of sufficient working
capital.


ZOO ENTERTAINMENT: Delays Form 10-Q for First Quarter
-----------------------------------------------------
Zoo Entertainment, Inc., filed with the U.S. Securities and
Exchange Commission a Form 12b-25 report for a five-day extension,
from May 15, 2012, to May 21, 2012, for filing its Quarterly
Report on Form 10-Q for the period ended March 31, 2012.  The
Company has been unable to complete its evaluation and analysis in
certain key areas.  These evaluations and analyses and their
implication on the Company's financial statements have caused the
Company to be unable to timely file, without unreasonable effort
and expense, the Form 10-Q.

                      About Zoo Entertainment

Cincinnati, Ohio-based Zoo Entertainment, Inc. (NASDAQ CM: ZOOG)
is a developer, publisher and distributor of interactive
entertainment for Internet-connected consoles, handheld gaming
devices, PCs, and mobile devices.

The Company reported a net loss of $25.87 million in 2011,
compared with a net loss of $14.03 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.06 million
in total assets, $15.24 million in total liabilities and a $13.18
million total stockholders' deficit.

For 2011, EisnerAmper LLP, in Edison, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has both incurred losses and experienced net cash outflows from
operations since inception.


* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix
------------------------------------------------------
Author: Ralph H. Kilmann
Publisher: Beard Books
Hardcover: 320 pages
Listprice: $34.95
Review by Henry Berry

Every few years, a new approach is offered for unleashing the full
potential of organized efforts.  These are the quick fixes to
which the title of this book refers.  The jargon of the quick fix
is familiar to any businessperson: decentralization, human
resources, restructuring, mission statement, corporate strategy,
corporate culture, and so on.  These terms are all limited in
scope or objective, and some are even irrelevant or misconceived
with regard to the overall well-being and purpose of a
corporation.

With his extensive experience as a corporate consultant, author of
numerous articles, and professor in business studies, Kilmann
recognizes that each new idea for optimum performance and results
is germane to some area of a corporation.  However, he also
recognizes that each new idea inevitably falls short in bringing
positive change -- that is, a change that is spread throughout the
corporation and is lasting.  At best, when a corporation relies on
an alluring, and sometimes little more than fashionable, idea, it
is a wasteful distraction.  At worst, it can skew a corporate
organization and its operations, thereby allowing the
corporation's true problems or weaknesses to grow until they
become ruinous.  As the author puts it, "Essentially, it is not
the single approach of culture, strategy, or restructuring that is
inherently ineffective.  Rather, each is ineffective only if it is
applied by itself -- as a "quick fix"."

Kilmann tells corporate leaders how to break the cycle of
embracing a quick fix, discarding it after it proves ineffective,
and then turning to a newer and ostensibly better quick fix that
soon proves to be equally ineffective.  For a corporation to break
this self-defeating cycle, the author offers a five-track program.
The five tracks, or elements, of this program are corporate
culture, management skills, team-building, strategy-structure, and
reward system.  These elements are interrelated. The virtue of
Kilmann's multidimensional five-track program is that it addresses
a corporation in its entirety, not simply parts of it.

Kilmann's five tracks offer structural and operational aspects of
a corporation that executives and managers will find familiar in
their day-to-day leadership and strategic thinking.  Thus, the
author does not introduce any unfamiliar or radical perspectives
or ideas, but rather advises readers on how to get all parts of a
corporation involved in productive change by integrating the five
tracks into "a carefully designed sequence of action: one by one,
each track sets the stage for the next track."  Kilmann does more,
though, than bring all significant features of a modern
corporation together in a five-track program and demonstrate the
interrelation of its elements.  His singularly pertinent and
useful contribution is providing a sequence of steps to be
implemented with respect to each track so that a corporation
progresses toward its goals in an integrated way.

Beyond the Quick Fix is a manual for implementing and evaluating
the progress of a five-track program for corporate success.  The
book should be read by any corporate leader desiring to bring
change to his or her organization.

Ralph H. Kilmann has been connected with the University of
Pittsburgh for 30 years.  For a time, he was its George H. Love
Professor of Organization and Management at its Katz Graduate
School of Business.  Additionally, he is president of a firm
specializing in quantum transformations.



                            *********

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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