TCR_Public/120523.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, May 23, 2012, Vol. 16, No. 142

                            Headlines

205 EAST 45: In Ch.11 to Hand Flatotel & Alex Hotel to Lenders
ACCESS GROUP: Fitch Affirms Rating on Three Note Classes at Low-B
ALLIED SYSTEMS: Wants Involuntary Bankruptcy Moved to Atlanta
AMC ENTERTAINMENT: Wanda Acquisition No Impact on Moody's B2 CFR
APPLETON PAPERS: Board OKs $2 Million Payment to Executives

APPLETON PAPERS: S&P Puts 'B' Corp. Credit Rating on Watch Pos
ASCENA RETAIL: Moody's Assigns 'Ba2' Corp. Family Rating
BELFOR HOLDINGS: Moody's Cuts Corporate Family Rating to 'B1'
BERNARD L. MADOFF: Appeal to Decide on Revival of $10BB in Suits
BOYD GAMING: Plan Acquisition Cues Fitch to Affirm Ratings

BUFFETS INC: Wants Until July 17 to Propose Chapter 11 Plan
CARTER'S GROVE: Ch 11 Trustee Taps Hosea Jernigan as Counsel
CARTER'S GROVE: Ch 11 Trustee Wants Willcox & Savage as Co-Counsel
CARTER'S GROVE: Stanley Samorajczyk Named as Ch 11 Trustee
CDC CORP: Court Overrules Rajan Vaz Objection to Sale

CENTERPOINT ENERGY: Fitch Rates Jr. Subordinated Debenture 'BB+'
CHIQUITA BRANDS: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
CLARE OAKS: Wants DIP Financing Maturity Extended Until Aug. 31
CLARE OAKS: Withdraws Plea to Hire North Shores as Fin'l Advisor
CLAYTON WILLIAMS: S&P Cuts Senior Unsecured Debt Ratings to 'B-'

COMERCIAL V.H.: Seeks U.S. Recognition of Mexican Proceedings
COMERCIAL V.H.: Chapter 15 Case Summary
COMMUNITY FIRST: Fires CFO, Sees Jon Thompson as Replacement
CONTOUR MED: Has Approval of $40,000 DIP Loan
DANIEL BRUCKNER: Jomela Acquires Apartment Property for $11-Mil.

DAVITA INC: Moody's Reviews 'Ba3' CFR/PDR for Downgrade
DENNY'S CORP: Ten Directors Elected at Annual Meeting
DEWEY & LEBOEUF: Mulls Bankruptcy; Taps Zolfo Cooper as Advisor
DIVERSAPACK OF MONROE: Given Final Authority to Use Lender Cash
DREIER LLP: Court Approves Stipulation for Cash Collateral Use

DYNEGY HOLDINGS: S&P Withdraws 'D' Corporate Credit Rating
EASTMAN KODAK: Court OKs Additional Services From Lazard
EASTMAN KODAK: Court OKs Hiring of Deloitte Consulting
EASTMAN KODAK: Dolby Acquires Naming Rights to Kodak Theatre
EASTMAN KODAK: ITC Judge Riles in Favor of RIM in Patent Suit

EFD LTD: Withdraws Chapter 11 Plan of Reorganization
EFD LTD: Capital Farm's Collateral Valued at $35 Million
EMMIS COMMUNICATIONS: J. Smulyan Holds 19.8% of Class A Shares
EMPIRE RESORTS: L Cappelli Discloses 4.8% Equity Stake
ENCORIUM GROUP: Unit Files for Bankruptcy Protection in Finland

ENERGY CONVERSION: Noteholders Want Clark Hill Retention Vacated
ENTRAVISION COMMUNICATIONS: Moody's Cuts Corp Family Rating to B2
FLINTKOTE CO: Imperial Tobacco Can't Appeal Interlocutory Order
FREEZE LLC: Liquidation Plan Confirmation Hearing Set for June 5

GMAC MORTGAGE: Servicer Rating Cut by Moody's
GRANITE DELLS: Wants Access to Arizona ECO's cash Collateral
GREENFIELD RDA: S&P Affirms 'BB+' Ratings on Tax Allocation Bonds
GUNTHERS TRANSPORT: Owner Files for Chapter 11 Bankruptcy
H&M OIL: Seeks Approval of $5 Million Loan From Scattered Corp.

H&M OIL: Hearing Today on Cash Collateral Use, Trustee Appointment
H&M OIL: Schedules Filing Deadline Extended to May 31
H&M OIL: Sec. 341(a) Creditors' Meeting Set for June 6
H&M OIL: Hiring Anderson Tobin as Chapter 11 Counsel
HARRISON, NJ: Moody's Upgrades Long-Term GO Rating to 'Ba2'

HAWKER BEECHCRAFT: Wants Curtis Mallet as Conflicts Counsel
HAWKER BEECHCRAFT: Taps Kirkland & Ellis as Attorneys
HAWKER BEECHCRAFT: Wants Perella Weinberg as Investment Banker
HEALTHCARE PARTNERS: Moody's Reviews 'Ba2' CFR/PDR for Downgrade
HERCULES OFFSHORE: Three Directors Elected at Annual Meeting

HOSPITAL AUTHORITY OF CHARLTON: May 29 Showdown With U.S. Trustee
HOSPITAL AUTHORITY OF CHARLTON: Can Hire McCallar as Counsel
HOSPITAL AUTHORITY OF CHARLTON: Taps Thomas & Settle as Counsel
HOSTESS BRANDS: DIP Order Amended For Third Time
HOUGHTON MIFFLIN: To Seek Plan Confirmation on June 21

HOUGHTON MIFFLIN: Case Summary & 20 Largest Unsecured Creditors
HOUGHTON MIFFLIN: Bankruptcy Filing Cues Fitch to Cut Ratings
HOUGHTON MIFFLIN: Moody's Cuts PDR to 'D' Over Bankruptcy Filing
HUBBARD PROPERTIES: Committee Wants Equity Auction or Other Plan
IMPERIAL CAPITAL: Wants FDIC-R's Motion to Estimate Claims Denied

INNOVATIVE FOOD: Has $1.2 Million Subscription Pact with Investor
JEFFERSON COUNTY, AL: May be Biggest GO Bond Defaulter Since 1930s
JEFFERSON COUNTY: Wants Until Sept. 27 to Decide on Leases
KAISER ALUMINUM: Notes Upsizing No Impact on Moody's 'Ba3' CFR
LEHMAN BROTHERS: Proposes Settlement With Japan Loans

LEHMAN BROTHERS: Insurers Barred From Paying $90MM Settlement
LEHMAN BROTHERS: Wants Dismissal of JPMorgan Claims Reviewed
LEHMAN BROTHERS: Balks at Delay in Zell Buyout of Archstone Stake
LIGHTSQUARED INC: CapRe, Appaloosa, Fortress File Cash Objections
M WAIKIKI: Court OKs Second Amended Restated Loan & Security Deal

MACROSOLVE INC: Fiscal 2011 Revenues Increased 635%
MARIANA RETIREMENT FUND: US Trustee Says Huesman Taking Lead Work
MARIANA RETIREMENT FUND: Not Opposed on Retiree Benefits
MARIANA RETIREMENT FUND: Opposes Dismissal of Chapter 11
MARIE PIERRON: Court Converts Case to Chapter 7

MASTRO'S RESTAURANTS: Moody's Assigns 'Caa1' CFR/PDR
MEDIA GENERAL: GAMCO Asset Owns 22.3% of Class A Shares
MEDIA GENERAL: S&P Puts 'CCC+' Corp. Credit Rating on Watch Pos
MEDICAL ALARM: Has $750,000 Credit Agreement with Investor
MF GLOBAL: Holdings Files Schedules of Assets and Debts

MF GLOBAL: Holdings Files Statement of Financial Affairs
MF GLOBAL: JPMorgan Returns $168-Mil. to MFGI Trustee
MF GLOBAL: SIPA Trustee Begins Litigation in UK Court
NEWPAGE CORP: Has Approval for Air Pollution Settlement
OWENS CORNING: Frenville Remains on Life Support in Third Circuit

PACIFIC GOLD: Agrees to Assign $733,000 of Outstanding Notes
PACIFIC TELEPORT: Hawaii Court Confirms Reorganization Plan
PASCO COUNTY: Moody's Assigns 'Ba2' Rating to $1.085-Mil. Bonds
PENN TREATY: Elkhorn Partners Ceases to Hold 5% Equity Stake
PINNACLE AIRLINES: Limited Discovery Sought in 2009 Crash Lawsuit

PJ FINANCE: Chapter 11 Reorganization Plan Declared Effective
PMI GROUP: Wants Until Aug. 20 to Propose Chapter 11 Plan
PORTER BANCORP: Seven Directors Elected at Annual Meeting
REDDY ICE: Court OKs KCC to Open Bank Account for Rights Offering
REDDY ICE: Allows Wylie Suit to Proceed Despite Plan Injunction

REDDY ICE: S&P Withdraws 'D' Corp. Credit Rating on Lack of Info
RESIDENTIAL CAPITAL: Warren Buffett Was In Talks With Ally
RESIDENTIAL CAPITAL: Debt Investors May Recoup Up to 100%
RESIDENTIAL CAPITAL: To Continue Ally Bank Servicing Agreement
RESIDENTIAL CAPITAL: Wins Nod to Continue Servicing Non-GA Loans

RESIDENTIAL CAPITAL: Wins Interim OK for AFI Shared Svcs. Pact
ROSETTA GENOMICS: To Raise $2.2 Million in Direct Offering
RYAN INTERNATIONAL: Court Wants Sundowner to Open Deposit Account
SAAB CARS: Authorized to Continue Parts Sale Business Until May 30
SAINT VINCENTS: Plan Confirmation Hearing Scheduled for June 25

SALLY HOLDINGS: Sells $700 Million Senior Notes to Merrill Lynch
SEDONA DEVELOPMENT: Stipulation Aiding Confirmation of Plan Okayed
SEMCRUDE LP: District Court Dismisses Luke Oil's Plan Appeal
SM ENERGY: Moody's Affirms 'Ba3' CFR; Outlook Positive
SNOKIST GROWERS: Court OKs Sale to Del Monte and Pacific Coast

SOLYNDRA LLC: Wants Loan Termination Date Extended Until Sept. 29
SP NEWSPRINT: Wants Plan Filing Deadline Extended to Sept. 10
SPRINT NEXTEL: Ten Directors Elected at Annual Meeting
STOCKTON, CA: Creditors Extend Negotiating Deadline
STONE ENERGY: Moody's Upgrades CFR/PDR to 'B2'; Outook Stable

TIME WARNER: Fitch Retains 'BB+' Rating on Pref. Membership Units
TOWN CENTER: Plan Confirmation Hearing Scheduled for June 18
TRIDENT MICROSYSTEMS: Has Until July 2 to Propose Chapter 11 Plan
TRIDENT MICROSYSTEMS: Can Sell MAP-X Audio to Cambridge Silicon
UAL CORP: Antitrust Claim Not Discharged by Chapter 11 Plan

UNITED RETAIL: Wants Until July 30 to Propose Liquidation Plan
VITESSE SEMICONDUCTOR: S. Perna Resigns as VP Product Marketing
WALLDESIGN INC: Court OKs BSW & Assoc. as Financial Advisor
WALLDESIGN INC: Has OK to Hire Winthrop Couchot as General Counsel
WALLDESIGN INC: Creditors Committee Has Dewey & LeBoeuf as Counsel

WALLDESIGN INC: Brian Weiss OK'd as Chief Restructuring Officer
WALLDESIGN INC: Wants Plan Filing Exclusivity Until Aug. 1
WOLF CREEK: New Owner to Auction Ski Resort Assets on June 1
WORLDSPACE INC: Wants Case Converted to Chapter 7
YOUNG BUCK: Judge Orders Sale of House to Pay Debt

YRC WORLDWIDE: Names Stephanie Fisher as VP and Controller
ZOGENIX INC: To Issue Additional 55.7MM Shares Under 2010 Plan

* Conversion to Chapter 11 From Chapter 7 Isn't Mandatory
* Lawyer's Disbarment Costs Aren't Discharged

* Moody's Says US Credit Card Delinquencies Continue to Fall
* Moody's Sees Flat to Lower Telecom Business Services Revenue
* Moody's Reports Modest US Life Insurers' Earnings Growth
* Moody's Says Reduced Defense Spending to Hit DOD Contractors

* Clark & Washington Withheld Overtime Pay, Ex-Paralegals Say
* Adams and Reese Grabs Bankruptcy Partner for Tampa Office
* Maria Ellena Chavez-Ruark Joins Saul Ewing as Partner
* S. Martin Leads Wick Phillips' New Austin Office

* Upcoming Meetings, Conferences and Seminars

                            *********

205 EAST 45: In Ch.11 to Hand Flatotel & Alex Hotel to Lenders
--------------------------------------------------------------
205 East 45 LLC and EALC LLC, the owners of the Alex Hotel and the
Flatotel in Manhattan, filed Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 12-12208 and 12-2209) on May 21 to complete a transfer
of ownership to secured lenders.

The Debtors filed a Chapter 11 plan of reorganization together
with the petition.  A copy of the disclosure statement explaining
the Plan is available for free at:

       http://bankrupt.com/misc/205_East_Ch11_Plan.pdf

The Alex, at 205 East 45th Street in Manhattan, has 203 luxury
hotel rooms and suites and $123 million in mortgage debt.  The
Flatotel, at 135 West 52nd Street in mid-town Manhattan, is a
46-story boutique luxury hotel.  The Flatotel has 290 rooms and
$245.2 million in mortgages.  The hotels defaulted on mortgage
debt in January 2009.

Foreclosure for the Alex Hotel and Flatotel began in July and
August 2010, respectively.  In October, a receiver, Neal
Fellenbaum, was appointed.

The proposed Chapter 11 plan will carry out a settlement
negotiated in the foreclosure proceeding where the state court
ruled this year that the lenders were entitled to foreclose.

The salient terms of the Plan are:

   * Holders of $100.3 million of secured debt against 205 East
     and $192.5 million of secured debt against EALC will receive
     100% of the ownership of the reorganized Debtors plus a new
     note.  205 East's secured lender will have a 70.29% recovery
     while EALC's secured creditor will have a 40.49% recovery.

   * Holders of general unsecured claims totaling under $1 million
     will receive the lesser of the pro rata share of the general
     unsecured claims distribution or cash in the amount of 20%.

   * the owners who include Simon Elias and Iazk Senbahar will
     receive releases from guarantees to lenders and will receive
     $2.5 million cash.

The lenders are Rockport Group LLC, Atlas Capital Group LLC and
Procaccianti Group.  They purchased the debt from the original
lender Anglo Irish Bank Corp. Ltd.

Alex Hotel is also home to Riingo, the restaurant under the
direction of Executive Chef Jose Diaz, and serves unique organic
American cuisine.  The Debtor intends to reject the lease with
Riingo.


ACCESS GROUP: Fitch Affirms Rating on Three Note Classes at Low-B
-----------------------------------------------------------------
Fitch Ratings affirms the following ratings for Access Group, Inc.
under the 2002 Indenture of Trust (Access Group 2002):

  -- Senior student loan asset-backed notes at 'AAAsf';
  -- Subordinate student loan asset-backed notes at 'Bsf'.

The collateral supporting the notes is comprised of student loans
originated under the Federal Family Education Loan Program
(FFELP).  The Rating Outlook remains Negative for the senior notes
and Stable for the subordinate notes.  The Negative Outlook on the
senior notes is tied to the outlook on the U.S. sovereign rating.

Fitch utilized its 'Global Structured Finance Rating Criteria,'
and 'Rating U.S. Federal Family Education Loan Program Student
Loan ABS' to review the ratings.

The rating affirmations are based on the sufficient level of
credit enhancement to cover the applicable risk factor stresses.
Credit enhancement consists of any combination of
overcollateralization and projected minimum excess spread.  In
addition, the senior notes also benefit from subordination
provided by the class B notes.

Fitch has affirmed the following ratings and corresponding
Outlooks:

Access Group, Inc. Federal Student Loan Asset-Backed Notes, issued
under the 2002 Indenture of Trust:

  -- 2002-1 A-2 at 'AAAsf'; Outlook Negative;
  -- 2002-1 A-3 at 'AAAsf'; Outlook Negative;
  -- 2002-1 A-4 at 'AAAsf'; Outlook Negative;
  -- 2003-1 A-2 at 'AAAsf'; Outlook Negative;
  -- 2003-1 A-3 at 'AAAsf'; Outlook Negative;
  -- 2003-1 A-4 at 'AAAsf'; Outlook Negative;
  -- 2003-1 A-5 at 'AAAsf'; Outlook Negative;
  -- 2003-1 A-6 at 'AAAsf'; Outlook Negative;
  -- 2004-1 A-1 at 'AAAsf'; Outlook Negative;
  -- 2004-1 A-2 at 'AAAsf'; Outlook Negative;
  -- 2004-1 A-3 at 'AAAsf'; Outlook Negative;
  -- 2004-1 A-4 at 'AAAsf'; Outlook Negative;
  -- 2004-1 A-5 at 'AAAsf'; Outlook Negative;
  -- 2002-1 B at 'Bsf'; Outlook Stable;
  -- 2003-1 B at 'Bsf'; Outlook Stable;
  -- 2004-1 B at 'Bsf'; Outlook Stable.


ALLIED SYSTEMS: Wants Involuntary Bankruptcy Moved to Atlanta
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allied Systems Holdings Inc. is asking the bankruptcy
court in Delaware to move the involuntary Chapter 11 case to
Atlanta.  Allied says its headquarters are in Georgia, where about
130 corporate-level employees work.  There are no connections with
Delaware aside from having been incorporated under Delaware law.

The report also relates that in response to the involuntary filing
by units of Black Diamond Capital Partners LLC and Spectrum
Investment Partners LP, Allied points out that the two hedge funds
count themselves as three creditors by having split the claim of
one with an affiliate.

Allied emerged from the first bankruptcy reorganization in 2007
with a confirmed plan and $265 million in first-lien debt plus
$50 million on a second-lien obligation.  Funds affiliated with
Yucaipa Cos. took control through the prior bankruptcy and now
have 70% of the stock.  The new loans were in default within a
year, the creditors say.  There are now payment defaults of $57.4
million on the first lien and $9.6 million on the second.

A conference with the bankruptcy judge was slated for May 22 that
may set a schedule on the creditors' motion for appointment of a
trustee even before Allied is officially in bankruptcy.  The
company says there are no emergency and no mismanagement.

The creditors believe Yucaipa improperly acquired more than half
the first-lien debt, thus preventing the indenture trustee from
calling a default and taking action to collect the debt.

The creditors hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.

                      About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007.


AMC ENTERTAINMENT: Wanda Acquisition No Impact on Moody's B2 CFR
----------------------------------------------------------------
Dalian Wanda Group Co., Ltd., a leading Chinese private
conglomerate and China's largest investor in cultural and
entertainment activities, announced plans to acquire AMC
Entertainment Inc. (AMC). Moody's says the announcement does not
impact AMC's B2 corporate family rating, its negative outlook, or
instrument ratings. However, Moody's expects the transaction to be
credit positive because it provides an exit for AMC's current
owners, private equity firms Apollo Management, Bain
Capital, The Carlyle Group, CCMP Capital Advisors and Spectrum
Equity Investors. The sponsor ownership currently weighs
negatively on the rating. Furthermore, Wanda has committed to
investing in AMC, and Moody's believes ownership by a strategic
company, rather than financial sponsors, could improve operations
over time.

The transaction would trigger the change of control provisions
within AMC's existing rated bonds and bank debt. As such, all debt
holders would have the option of eliminating their exposure to the
company at prices of par or better.

Moody's will evaluate potential benefits of the new ownership, as
well as any capital structure changes, should the transaction
proceed.  AMC's high leverage continues to constrain its rating.
The company reported debt-to-EBTIDA in the mid 8 times range for
the twelve months ended December 31, 2011, although Moody's
expects leverage to fall to around 8 times or better for the
fiscal year ending March 31, 2012, based on the strong box office
results of the March 2012 quarter and the repayment of
approximately $215 million of debt with cash on hand in January
2012. Moody's does not expect the transaction to involve
incremental debt. Very good liquidity, including $272 million of
cash on hand at AMC (after the January 2012 debt repayment),
continues to support the rating.

Headquartered in Kansas City, Missouri, AMC operates 346 theaters
with 5,034 screens, primarily in the United States and Canada. Its
revenue for the trailing twelve months through December 31, 2011,
was approximately $2.5 billion.


APPLETON PAPERS: Board OKs $2 Million Payment to Executives
-----------------------------------------------------------
Appleton Papers Inc.'s board of directors adopted a special
retention incentive plan designed to retain certain executives and
other employees who are in a position to make a significant
contribution in identifying, negotiating and closing a "Potential
Transaction" that results in a Change of Control.  A "Potential
Transaction" is defined to include, among other things, a sale of
equity in a private placement or public offering.  The
compensation committee of the board of directors of Appleton has
determined that the Transaction will constitute a Potential
Transaction that results in a Change of Control at, or shortly
after, the closing of the Transaction, for purposes of the
Retention Plan.

On May 14, 2012, the board of directors of Appleton approved the
payment by Appleton to 10 employees of a total of $2,000,000
payable upon closing of the Transaction.

               Entry Into Equity Purchase Agreement

Appleton and Paperweight Development Corp. entered into an Equity
Purchase Agreement with Hicks Acquisition Company II, Inc., and
HH-HACII, L.P., and PDC entered into a Cross Purchase Agreement
with HACII, pursuant to which, through a series of transactions,
Appleton will become a non-wholly-owned subsidiary of HACII.

Prior to the closing of the Equity Purchase Agreement, Appleton
will convert from a Delaware corporation to a Delaware limited
liability company and issue to PDC 9,632,024 Class B units of
Appleton, plus certain additional Appleton Class B Units in an
amount to be determined by the parties prior to closing.

Pursuant to the Equity Purchase Agreement, HACII will acquire an
aggregate number of Class A units of Appleton equal to (i) the
number of shares of common stock of HACII issued and outstanding
after giving effect to (a) the redemptions of publicly-held shares
of HACII Common Stock by holders thereof made in connection with a
meeting of HACII's stockholders to be held for the purpose of
approving the Transaction and (b) certain permitted repurchases by
HACII of HACII Common Stock, less (ii) the number of Over-the-Top
Units.  Public stockholders of HACII that properly exercise their
redemption rights will receive a pro rata portion of the amount
held in the trust account established in connection with HACII's
initial public offering based on the number of shares redeemed.
In exchange for such Appleton Class A Units, HACII will pay to
Appleton an amount in cash equal to the amount held in the Trust
Account, less (i) amounts used by HACII for the Repurchases, (ii)
amounts payable to public stockholders for the Redemptions and
(iii) the aggregate costs, fees and expenses incurred by HACII in
connection with its pursuit of an initial business combination and
other working capital expenses.

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

                        http://is.gd/wdwu5e

                        About Appleton Papers

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

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

Appleton's balance sheet at April 1, 2012, showed $609.83 million
in total assts, $864.04 million in total liabilities and a $254.21
million in total deficit.

                          *     *     *

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


APPLETON PAPERS: S&P Puts 'B' Corp. Credit Rating on Watch Pos
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on U.S.-
based Appleton Papers, including the 'B' corporate credit rating,
on CreditWatch with positive implications.

"The CreditWatch placement follows Appleton Papers' announcement
that it intends to merge with Hicks Acquisition Co. II Inc.
(unrated entity), a special-purpose acquisition company. The
combined company will be renamed 'Appvion' and will be listed on
the NASDAQ exchange under the symbol 'APVN'," S&P said.

"In our view, the combination, which values Appleton at $675
million, will enhance Appleton's liquidity and provide the company
the opportunity to improve its currently 'highly leveraged'
financial risk profile," said Standard & Poor's credit analyst
James Fielding.

"Our original baseline scenario for 2012 assumed that Appleton's
EBITDA would improve to roughly $100 million and leverage would
recede modestly but remain above 5x for the full fiscal year. We
now believe leverage would drop below 5x if the proposed business
combination closes as currently contemplated and Appleton uses
some of its cash proceeds to repay some of its callable debt
over the next year," S&P said.

"Appleton is one of two primary manufacturers of carbonless paper,
which is used for multipart forms such as credit card receipts,
invoices, and packing slips. The company also manufactures thermal
papers and is expanding into the specialty chemical and delivery
solutions market through its proprietary Encapsys technology. We
continue to view Appleton's business risk profile as 'weak,'
primarily due to the long-term decline in demand for the company's
core carbonless paper products, which account for over 50% of its
sales," S&P said.

"We expect to resolve the CreditWatch on or before the proposed
July 2012 closing date, with the potential for a one-notch upgrade
if we view it likely that leverage will drop and remain below 5x.
We view this scenario as more consistent with an 'aggressive'
financial profile. This is likely to occur under our baseline
scenario for the company, if it used the $110 million of cash it
would receive from Hicks to repay some of the $330 million of debt
that becomes callable over the next two years," S&P said.


ASCENA RETAIL: Moody's Assigns 'Ba2' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service assigned Ba2 Corporate Family and
Probability of Default Ratings to Ascena Retail Group, Inc.
Moody's also assigned a Ba2 rating to the company's proposed $300
million six year secured term loan. The rating outlook is stable.
Moody's also assigned a Speculative Grade Liquidity rating of SGL-
2. The ratings assigned are subject to receipt and review of final
documentation.

Ascena has announced it has agreed to acquire Charming Shoppes,
Inc. in a transaction valued at approximately $1.0 billion
(including the repayment of approximately $146 million of existing
unrated Charming debt). The acquisition will be funded from the
combined company's available cash and investment balances
(approximately $750 million as of 1/31/12), proceeds from the new
term loan, and drawings under a (unrated) $250 million five-year
asset based revolver.

The following ratings were assigned:

Corporate Family Rating at Ba2

Probability of Default Rating at Ba2

$300 million senior secured term loan due in 2018 at Ba2 (LGD 3,
39%)

Speculative Grade Liquidity Rating of SGL-2

Ratings Rationale

Ascena's Ba2 Corporate Family Rating reflects its meaningful scale
in the apparel retail industry, with pro-forma LTM combined sales
of approximately $5 billion and its diverse retail formats which
target unique end customer bases. Positive consideration is given
to the strong performance of Ascena's "Justice" and "maurices"
brands, both of which has shown strong same-store sales growth and
high operating margins under Ascena's management. Charming's
profit margins are well below Ascena's, though Moody's believes
Charming's Lane Bryant brand -- which accounted for the
significant majority of Charming's earnings -- is complementary
for Ascena. While leverage is high -- on a pro-forma basis, as if
the transaction had closed on 1/31/12, debt/EBITDA (incorporating
Moody's standard analytical adjustments) would have been in the
high four times range -- Moody's expects the company will
meaningfully deleverage over the next 12 to 18 months such that
debt/EBITDA will be the in low four times range by the second half
of calendar 2013.

The rating outlook is stable. Ascena has a good track record
integrating acquisitions and Moody's expects the company will
substantially achieve its plans with the Charming acquisition.
Moody's also expects the company to be balanced in its financial
policies, utilizing free cash flow to reduce debt.

While the company is expected to utilize free cash flow to reduce
debt, there is limited upward rating momentum given Ascena's high
leverage as well as the low operating margins of the acquired
Charming businesses and Ascena's dressbarn division. Over time,
ratings could be upgraded if the company is able to demonstrate
sustained growth in operating income of the acquired brands while
maintain high margins at Justice and maurices. Quantitatively,
ratings could be upgraded if debt/EBITDA was sustained below 3.5
times and interest coverage approached 4 times.

In view of Ascena's high leverage, there is no capacity for the
company to undertake additional debt financed acquisitions or to
return any significant cash to shareholders. If integration issues
arise -- which would be evidenced by reversal of recent positive
same store sales performance at Charming or margin erosion --
ratings could be downgraded. Quantitatively, ratings could be
downgraded if Moody's no longer expects debt/EBITDA to approach
the low four times by the end of calendar 2013.

The Ba2 rating assigned to the senior term loan reflects its first
priority interest in substantially all long-term assets of the
company. The term loan rating also takes into consideration that
the company's $250 million asset based revolver has a first lien
on the company's accounts receivable and inventory.

The Speculative Grade Liquidity rating of SGL-2 reflects
expectations that the company will maintain significant cash
balances -- Moody's expects cash balances will be in excess of
$150 million at closing - and that the company will generate
meaningfully positive free cash flows. Moody's expects the company
will have only moderate availability of around $75 million under
its asset-based revolver at closing, which partly mitigates its
strong cash position. The company will be subject to a maximum
secured leverage ratio in its secured term loan and Moody's
expects there will be ample headroom under this covenant. While
substantially all assets will be pledged, the asset-based facility
is expected to have an 'accordion' feature and, given the level of
assets used to calculate the borrowing base, the company would be
able to access any incremental commitments.

The principal methodology used in rating Ascena Retail Group, Inc.
was the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Suffern, NY, Ascena Retail Group, Inc. is a
national specialty retailer of apparel for women and tween girls,
operating through its wholly-owned subsidiaries, the dressbarn,
maurices and Justice brands. Ascena operates over 2,500 stores
throughout the United States, Puerto Rico and Canada. Annual
revenues are in excess of $3.0 billion. Headquartered in Bensalem,
PA, Charming Shoppes, Inc. is a retailer specializing in women's
plus-size apparel. At April 28, 2012, Charming Shoppes, Inc.
operated 1,832 retail stores in 48 states under the names Lane
Bryant, Cacique, Lane Bryant Outlet, Fashion Bug, Fashion Bug Plus
and Catherine Plus Sizes.


BELFOR HOLDINGS: Moody's Cuts Corporate Family Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service has lowered ratings of Belfor Holdings,
Inc., including the corporate family rating to B1 from Ba3.
Concurrently, Belfor's first lien bank debt ratings have been
lowered to Ba3 from Ba2. The downgrades follow credit metrics that
have grown too weak for the Ba3 CFR level because debt has risen
and earnings have remained flat since 2009. The B1 CFR better
suits the degree of financial leverage that Moody's thinks Belfor
will maintain over the intermediate term and anticipates modest
credit metric improvement into early 2013. The rating outlook is
stable.

Ratings are:

Corporate family, to B1 from Ba3

Probability of default, affirmed at B1

$125 million first-lien revolver due 2016, to Ba3, LGD-3 39% from
Ba2, LGD-2 24%

$145 million first-lien term loan A due 2016, to Ba3, LGD-3 39%
from Ba2, LGD-2 24%

$250 million first-lien term loan B due 2017, to Ba3, LGD-3 39%
from Ba2, LGD-2 24%

Outlook, Stable

RATINGS RATIONALE

The CFR downgrade to B1 considers Moody's expectation of credit
metrics in line with the B1 rating level-debt to EBITDA to the 4x
to 5x range and EBIT to interest to just below 2x, Moody's
adjusted basis. Unless a large weather related recovery event
develops that drives earnings, Moody's anticipates slightly more
debt reduction over late 2012-early 2013 than is required under
the company's debt maturity schedule.

The B1 CFR reflects a good business position stemming from
operational strength and a clear leadership position in the highly
fragmented disaster recovery services niche. Few companies possess
the ability to efficiently mobilize and manage large recovery
projects as does Belfor. A strong market reputation and geographic
breadth should sustain the company's position as a capable
supplier to insurance companies, who value Belfor's ability to
restore damaged property quickly and thereby minimize business
interruption and other claim exposures.

Several financial considerations temper these qualitative credit
attributes. Belfor's operating earnings can vary heavily because
its highest margin projects, recovery work on large-scale
disasters (such as those from hurricanes), occur with irregular
frequency yet the company maintains a fairly steady debt to
revenue ratio. Considerable swings of interest coverage and
income/cash flow leverage metrics result over time. Moody's think
that the meaningful decline in Belfor's operating margin since
2009 reflects a diminishing degree of large-scale recovery
projects in the revenue mix, rather than evidence of lesser
efficiency accompanying the company's growth, which has followed
its acquisition activities. Clearly, the revenue mix could again
shift toward large-scale disaster recovery work, raising margin
and quickly improving credit metrics for a period of time. In
Moody's view, dividends or acquisition spending, however, could
subsequently limit the degree of credit metric improvement. The B1
encompasses recognition that the unpredictable frequency of
disaster projects coupled with varying operating margins and the
company's financial policy makes internal cash flow prospects and
debt repayment capacity less steady.

Concurrent with the lower CFR, Moody's has revisited the family
recovery rate assumption that was used in deriving instrument
ratings, pursuant to Moody's Loss Given Default Methodology.
Moody's lowered the family recovery rate assumption to 50% of
estimated liability claims in a stress scenario-- Moody's
customary family recovery assumption-from 65%, as operating lease
and trade payables have grown with Belfor's operational growth.
The changed assumption caused a revision of the bank credit
facility's loss given default assessment rate, to 39% (LGD-3) from
24% (LGD-2), but did not affect the one notch difference between
the instrument rating and the CFR. The probability of default
rating was affirmed, and brought in line with the CFR, from the
changed recovery rate assumption.

The rating outlook is stable. Because Moody's envisions leverage
modestly declining into early 2013, the rating agency thinks the
company should maintain compliance with financial ratio compliance
tests under its bank credit facility. Since the headroom level
presently is low and test levels tighten in 2013, headroom could
remain low. Belfor's long track record of net profitability should
continue and debt should remain about 80% of book capitalization.

Upward rating momentum would depend on expectation of a more
moderate financial policy, one whereby peak debt to EBITDA would
remain consistently below 4x on a Moody's adjusted basis with free
cash flow (after dividends) to debt consistently in the high
single digit percentage range. Downward rating pressure would
mount with debt to EBITDA approaching 6x or a weakening liquidity
profile.

The principal methodology used in rating Belfor Holdings, Inc. was
the Global Business & Consumer Service Industry Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Through its subsidiaries, Belfor Holdings, Inc. is a global damage
recovery and restoration provider, offering its services to
insurance companies, insurance intermediaries, industrial,
commercial and residential customers. Revenues over the last
twelve months ended March 31, 2012 were about $1.3 billion.


BERNARD L. MADOFF: Appeal to Decide on Revival of $10BB in Suits
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that there will be one appeal in the liquidation of
Bernard L. Madoff Investment Securities LLC to decide whether
trustee Irving Picard can revive about $10 billion in lawsuits
against 635 customers that have been or will be dismissed by U.S.
District Judge Jed Rakoff.

In a decision in September in the lawsuit against Fred Wilpon and
owners of the New York Mets, Judge Rakoff limited Mr. Picard from
suing for anything other than false profits taken out within two
years of bankruptcy.  Judge Rakoff based his ruling on the safe
harbor in bankruptcy law.  In the same opinion, Judge Rakoff ruled
that the safe harbor also blocks all lawsuits from preferences.

The report points out that if Mr. Picard wins on the mass appeal,
he can restore about $10 billion in customer lawsuits,
representing the original $11.1 billion less the $1 billion given
up in settlement with the Wilpon group in March.

Last week, Judge Rakoff said he will make his Wilpon rulings
applicable to almost 560 lawsuits raising identical legal issues.
Mr. Picard will take one appeal where the U.S. Court of Appeals in
Manhattan can decide if suits can reach back six years and whether
the trustee can recover preferences, or payments received with 90
days of bankruptcy.  Defendants in about 550 of the lawsuits have
the right to opt out of the single-appeal procedure.

Judge Rakoff, Bloomberg relates, said last week that having an
immediate, mass appeal "would avoid protracted, expensive and
potentially duplicative litigation proceedings and will facilitate
the prompt resolution of the case."

If Mr. Picard wins on appeal, he can restore claims for about $2.6
billion in fictitious profits, about $7 billion in claims against
customers or feeder funds with reason to believe there was fraud,
and some $160 million in preferences.

Last week Judge Rakoff set down a schedule to decide whether
rulings he made in Mr. Picard's suit against HSBC Holdings Plc
should be applicable to other financial institutions being sued.
Judge Rakoff will hold oral argument on Oct. 15.

At the end of the week Judge Rakoff set down a schedule for
deciding whether to apply rulings he already made to another 300
lawsuits against customers.  The issue involves whether securities
shown on account statements, although never actually purchased,
represented bona fide obligations that customers can use to offset
fraudulent transfer claims.  Judge Rakoff already ruled against
customers on that issue in the Wilpon case.  To give other
customers a chance to argue for a different result, he directed
them to file one brief by June 25.  Judge Rakoff will hold oral
argument on Aug. 30.

The mass appeal will be taken in Picard v. Fishman Revocable
Trust, 11-07603, U.S. District Court, Southern District of New
York.  The mass cases are also being handled in Securities
Investor Protection Corp. v. Bernard L. Madoff Investment
Securities LLC, 12-mc-00115, U.S. District Court, Southern
District of New York (Manhattan).

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BOYD GAMING: Plan Acquisition Cues Fitch to Affirm Ratings
-----------------------------------------------------------
Fitch Ratings affirms Boyd Gaming Corp.'s Issuer Default Rating
(IDR) at 'B' following the company's announced plan to purchase
Peninsula Gaming Corp. for $1.45 billion in total consideration.
The ratings on Boyd's senior secured credit facility and the
company notes are also affirmed.  The Rating Outlook remains
Negative.

Fitch views the transaction as largely credit neutral for Boyd
in the near term, as the slight increase in leverage from the
$200 million in incremental revolver borrowing to fund its cash
contribution is offset by management fees paid to Boyd from the
Peninsula unrestricted subsidiary.

The transaction is positive over the medium term, if Peninsula's
assets become part of the restricted group as part of a larger
refinancing transaction.  A transaction to bring Peninsula into
the restricted group would address some of Fitch's previously
stated concerns incorporated into Boyd's Negative Outlook.  As a
result, a refinancing transaction of this nature would provide
support to revise Boyd's Outlook to Stable.

Material uncertainties to be determined include the terms of the
Peninsula management contract and restricted payments basket.
Additionally, the contemplated $50 million draw on Boyd's revolver
and the $150 million incremental loan would pressure compliance
with the senior secured leverage covenant.

Fitch views the announced financing package as committed backstop
financing, so the executed structure and terms may differ
depending on market conditions and investor response.  Management
is noncommittal about the potential to issue equity to help fund
the transaction.

Including the incremental debt and estimated management fees,
Fitch calculates Boyd's latest 12-month (LTM) pro forma leverage
increases from approximately 7.9x to 8.0x as of March 31, 2012.
This annualizes IP casino EBITDA and includes pre-opening expenses
related to Echelon run-rate costs.

The transaction will be all debt-funded with about $1.2 billion
raised at the Peninsula subsidiary, which will remain an
unrestricted subsidiary.  Pro forma for the acquisition, Peninsula
is expected to be slightly above 6x leveraged.  This includes a
$144 million seller note that will be issued out of the Peninsula
restricted group.  If the Peninsula restricted group is merged
with Boyd's, leverage is estimated to decline to approximately
7.6x.

The affirmation also recognizes operational benefits of the
acquisition including increased scale and geographic
diversification.  The latter is especially important given Boyd's
high exposure to the still challenged Las Vegas Locals market,
which comprises about 38% of Boyd's wholly-owned property EBITDA
pro forma for IP.

The Negative Outlook continues to reflect Fitch's concerns
relating to:

  -- Boyd's sizable exposure to the economically challenged Las
     Vegas Locals market (38% of LTM property EBITDA annualizing
     IP);

  -- Increasing level of competition in Lake Charles and
     Shreveport, Louisiana;

  -- Senior secured leverage covenant, which steps down to 4.25x
     on June 30, 2012 and 4.0x on Dec. 31, 2012 relative to the
     company reported covenant senior secured leverage of 4.03x as
     of March 31, 2012;

  -- Free cash flow (FCF) pressure from increased interest cost if
     Boyd terms out some its credit facility with longer-term debt
     ($1.8 billion of credit facility coming due by 2015).

Fitch's estimated FCF run rate for Boyd's restricted group is
approximately $110 million - $130 million and LTM FCF is $129
million.  Fitch expects Boyd's existing wholly-owned properties'
EBITDA growth to remain in the low single-digit range in 2012 and
2013 (consistent with the last two reported quarters ending first
quarter 2012) and be largely flat in 2014 as the competition in
Louisiana opens in 2013 and 2014 and ramps up.  With that,
reaching the low 7x leverage range should be achievable for Boyd
within a 1-2 year timeframe but there is minimal margin for
negative deviation.

FCF Profile:

Boyd's solid FCF profile is supported by the company's lack of
major capital plans and relatively inexpensive average cost of
debt.  However, Boyd's FCF could be pressured as it may eventually
terms out a sizable portion of its $1.8 billion credit facility --
due in 2015 -- with more expensive long-term debt.

Fitch views Boyd's recurring, discretionary FCF profile in the
context of:

  -- $365 million of LTM adjusted wholly-owned EBITDA after
     corporate expense (assumes $20 million of Peninsula
     management fee and annualizes IP's EBITDA based on the first
     two reported quarters);

  -- $155 million in interest expense pro forma for the $150
     million incremental loan and $50 million draw on the
     revolver;

  -- $60 million-$80 million on maintenance capex;

  -- Roughly $20 million of recurring Echelon costs, including the
     fees associated with the LVE Energy Partners, LLC (LVE)
     settlement.

Based on the more conservative figures above, Boyd has an annual
FCF cushion of roughly $110 million.

The following ratings are being affirmed:

  -- IDR at 'B';
  -- Senior secured credit facility at 'BB/RR1';
  -- Senior unsecured notes at 'CCC/RR6';
  -- Senior subordinated notes at 'CC/RR6'.


BUFFETS INC: Wants Until July 17 to Propose Chapter 11 Plan
-----------------------------------------------------------
Buffets Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file and
solicit acceptances for a proposed Chapter 11 Plan until
July 17, 2012, and Sept. 16, respectively.

The Debtors believe that the Chapter 11 plan supported by the Ad
Hoc First Lien Committee and the Official Committee of Unsecured
Creditors will be confirmed.  However, if the Plan will not be
confirmed, the Debtors submit that the requested extension will be
be necessary in light of the size and complexity of the cases, for
the debtors to propose an alternative plan and to garner the
necessary support of their key stakeholders.

As reported in the Troubled Company Reporter on May 8, 2012,
Buffets Inc.'s plan calls for a $50 million first-lien exit
facility, of which $35 million would be drawn at the time of the
exit as a term loan.  The company plans to increase its capital
expenditures in fiscal year 2013 to start turning around traffic
at remaining units.

A hearing on May 31 at 10:30 a.m. (E.T.) has been set.
Objections, if any, are due May 24, at 4 p.m.

                        About Buffets Inc.

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

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

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

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

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

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

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

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

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


CARTER'S GROVE: Ch 11 Trustee Taps Hosea Jernigan as Counsel
------------------------------------------------------------
Stanley J. Samorajczyk, the Chapter 11 Trustee for the estate of
Carter's Grove, LLC, seeks permission from the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ McNamee Hosea
Jernigan Kim Greenan & Lynch, P.A., as his counsel, nunc pro tunc
as of April 6, 2012.

McNamee Hosea will, among other things:

   a. advise the Trustee with respect to his rights, powers and
      duties as a trustee in this case;

   b. advise and consult on the conduct of the case, including all
      of the legal and administrative requirements of Chapter 11;

   c. advise the Trustee in connection with any contemplated sales
      of assets and implement bidding procedures, evaluate
      competing offers, and counsel the Trustee in connection with
      the closing of the sales;

   d. advise the Trustee in connection with any postpetition
      financing and arrangements and negotiate and drafting
      documents relating thereto.

McNamee Hosea will be paid at these hourly rates:

              Craig M. Palik, Partner                $300
              James M. Greenan, Partner              $450
              Steven L. Goldberg, Associate          $250
              J. Dawn Moorehead, Paraprofessional    $100
              Jennifer Jenkins, Paraprofessional      $85
              Sara McQuay, Paraprofessional           $85

The Trustee attests to the Court that McNamee Hosea is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Trustee has also filed an application to employ Willcox &
Savage, P.C., as co-counsel to the Trustee.  In addition to its
bankruptcy expertise, W&S has specialized expertise in real estate
transactions and has agreed to represent the Trustee in the
expected and ultimate sale of the plantation house.  W&S has
agreed to appear as needed on behalf of the Trustee in routine
hearings before the Court.  The Trustee believes that the
retention of W&S will provide a benefit to the estate due to W&S's
proximity to the plantation house and to the Court.  The Trustee
avers that the use of co-counsel will not result in a duplication
of effort, but that tasks will be assigned amongst the firms in a
cost effective manner based upon the relative areas of expertise.

                        About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia-area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., and John W. Lucas, Esq., at Pachulski, Stang,
Ziehl, and Jones LLP, San Francisco, Calif.; Robert S. Westermann,
Esq., and Sheila deLa Cruz, Esq., at Hirschler Fleischer, P.C., in
Richmond, Va., serve as the Debtor's bankruptcy counsel.  Conway
MacKenzie, Inc., serves as financial restructuring advisors to
assist it during the Chapter 11 case, and perform other consulting
services necessary to the Debtor's continuing operations.  In its
schedules, the Debtor disclosed $21.2 million in assets and
$12.5 million in liabilities.

On Aug. 1, 2011, the U.S. Bankruptcy Court for the Northern
District of California approved the transfer of the Chapter 11
case of Carter's Grove, LLC to the Bankruptcy Court for the
Eastern District of Virginia, Newport News Division.


CARTER'S GROVE: Ch 11 Trustee Wants Willcox & Savage as Co-Counsel
------------------------------------------------------------------
Stanley J. Samorajczyk, the Chapter 11 Trustee for the estate of
Carter's Grove, LLC, seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ Willcox &
Savage, P.C., as his counsel, nunc pro tunc as of April 6, 2012.

The Trustee has filed an application to employ McNamee Hosea
Jernigan Kim Greenan & Lynch, P.A., as co-counsel to the Trustee.
The Trustee believes that the retention of McNamee Hosea will
provide a benefit to the estate due to McNamee Hosea's expertise,
close proximity to Trustee?s offices and competitive billing
rates.  The Trustee avers that the use of co-counsel will not
result in a duplication of effort, but that tasks will be assigned
amongst the firms in a cost effective manner based upon their
relative areas of expertise.

W&S will, among other things:

   a. advise the Trustee with respect to his rights, powers and
      duties as a trustee in the Chapter 11 case;

   b. advise and consult on the conduct of the case, including all
      of the legal and administrative requirements of Chapter 11;

   c. advise the Trustee in connection with any contemplated sales
      of assets and implement bidding procedures, evaluate
      competing offers, and counsel the Trustee in connection with
      the closing of the sales; and

   d. advise the Trustee in connection with any postpetition
      financing and arrangements and negotiate and draft documents
      relating thereto.

W&S will bill the Debtor's estate at these hourly rates:

              Ross C. Reeves, Partner              $425
              Stephanie N. Gilbert, Associate      $220

Ross C. Reeves, Esq., a member at W&S, attests to the Court that
McNamee Hosea is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                        About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia-area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., and John W. Lucas, Esq., at Pachulski, Stang,
Ziehl, and Jones LLP, San Francisco, Calif.; Robert S. Westermann,
Esq., and Sheila deLa Cruz, Esq., at Hirschler Fleischer, P.C., in
Richmond, Va., serve as the Debtor's bankruptcy counsel.  Conway
MacKenzie, Inc., serves as financial restructuring advisors to
assist it during the Chapter 11 case, and perform other consulting
services necessary to the Debtor's continuing operations.  In its
schedules, the Debtor disclosed $21.1 million in assets and
$12.5 million in liabilities.

On Aug. 1, 2011, the U.S. Bankruptcy Court for the Northern
District of California approved the transfer of the Chapter 11
case of Carter's Grove, LLC to the Bankruptcy Court for the
Eastern District of Virginia, Newport News Division.


CARTER'S GROVE: Stanley Samorajczyk Named as Ch 11 Trustee
----------------------------------------------------------
W. Clarkson McDow, Jr., U.S. Trustee for Region 4, sought and
obtained approval from the U.S. Bankruptcy Court for the Eastern
District of Virginia to appoint Stanley J. Samorajczyk, Senior
Counsel with the law firm of McNamee, Hosea, Jernigan, Kim, Geenan
& Lynch, P.A., as Chapter 11 trustee in Carter's Grove, LLC
bankruptcy case.

On March 22, 2012, the Court entered an order directing the U.S.
Trustee to appoint a Chapter 11 trustee.

To the best of the U.S. Trustee's knowledge, Mr. Samorajczyk is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Carter's Grove

San Francisco, California-based Carter's Grove, LLC, owns the
historic Williamsburg, Virginia-area mansion named Carter's
Grove.  Halsey M. Minor owns the Company and bought the Carter's
Grove mansion for $15.3 million in 2007, at the height of the real
estate bubble.

Carter's Grove filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 11-30554) on Feb. 14, 2011.  Debra I.
Grassgreen, Esq., and John W. Lucas, Esq., at Pachulski, Stang,
Ziehl, and Jones LLP, San Francisco, Calif.; Robert S. Westermann,
Esq., and Sheila deLa Cruz, Esq., at Hirschler Fleischer, P.C., in
Richmond, Va., serve as the Debtor's bankruptcy counsel.  Conway
MacKenzie, Inc., serves as financial restructuring advisors to
assist it during the Chapter 11 case, and perform other consulting
services necessary to the Debtor's continuing operations.  In its
schedules, the Debtor disclosed $21.2 million in assets and
$12.5 million in liabilities.

On Aug. 1, 2011, the U.S. Bankruptcy Court for the Northern
District of California approved the transfer of the Chapter 11
case of Carter's Grove, LLC to the Bankruptcy Court for the
Eastern District of Virginia, Newport News Division.


CDC CORP: Court Overrules Rajan Vaz Objection to Sale
-----------------------------------------------------
The Hon. Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia overruled the objection of Rajan Vaz
to notice of sale of non-debtor assets consisting of CDC
Corporation's indirect interest in OST International Corporation,
DB Professionals, Inc., and Vis.Align, Inc.

On April 30, 2012, the Court entered an order granting motion for
approval of the manner of notice and procedures with respect to
sales of non-debtor assets or shares of the Debtor's global
services subsidiaries.  Pursuant to the notice and procedures
order, on May 3, the Debtor filed three notices of: (i) the
proposed sale of the assets of OSTI to 3RC-OST L.L.C.; (ii) the
proposed sale of the assets of DBPI to 3RC-DBPI L.L.C.; and (iii)
the proposed sale of the assets of Vis.align to Veris Associates.
An executed asset purchase agreement was attached to each Notice.

Rajan Vaz filed a proof of claim in Debtor's case.  Mr. Vaz has no
ownership interest in OSTI, DBPI, and Vis.align.  Mr. Vaz filed an
objection to the notices and asserted that he could consummate a
sale that would net a higher return for the assets.

The Court held a hearing on the objection on May 15 and found that
the sales represent an exercise, by the Debtor through the CRO, of
sound business judgment.  The Court also said that OSTI, DBPI, and
Vis.align are authorized to consummate the sales in accordance
with the asset purchase agreements attached to the Notices and
within the time frames contained therein.

                          About CDC Corp.

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

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

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

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

The Debtor's Plan provides that in addition to paying creditors in
full and distributing the excess to shareholders, the plan would
allow filing lawsuits against insiders who CDC claims were behind
the motion to dismiss.  China.com filed a competing reorganization
plan.  CDC interprets the plan as giving releases of claims that
CDC's plan would prosecute instead.


CENTERPOINT ENERGY: Fitch Rates Jr. Subordinated Debenture 'BB+'
----------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) of
CenterPoint Energy, Inc. (CNP) to 'BBB' from 'BBB-' and upgraded
CNP's senior unsecured rating to 'BBB' from 'BBB-'.  Fitch also
upgraded the IDR of CNP's subsidiary CenterPoint Energy Houston
Electric, LLC (CEHE) to 'BBB+' from 'BBB' and upgraded CEHE's
senior unsecured rating to 'A-' from 'BBB+'.  Fitch affirmed the
IDR of CNP's subsidiary CenterPoint Energy Resources Corp. (CERC)
at 'BBB'.

The short-term IDR of CERC was downgraded to 'F3' from 'F2',
reflecting alignment with the short-term ratings of its parent.
The Rating Outlook for all three companies is Stable.
Approximately $6 billion of outstanding long-term debt is
affected.

CNP's rating and Outlook primarily reflect the consistent progress
that has been made in improving financial flexibility and reducing
consolidated leverage.  CNP reduced debt by approximately $600
million this year, representing approximately one-third of true-up
proceeds.  The rating and Outlook also reflect Fitch's expectation
that CNP will utilize the remaining proceeds in a balanced mix of
transactions or investments, including additional debt reduction,
capital expenditure in existing businesses, growth investments
and/or M&A transactions in the non-regulated operations that will
grow proportionally with its regulated operations.  Additionally,
the rating and Outlook also assume that, on a consolidated basis,
if a master limited partnership (MLP) were to be established for
any or all of CERC's midstream assets, it would be structured in a
way that would likely be credit neutral to CNP and its
subsidiaries.

Fitch expects CNP's regulated and fee-based operations to continue
to contribute a large majority of the consolidated operating
income and that the sensitivity of cash flow and working capital
needs to changes in commodity prices will remain low.

Fitch believes that the deleveraging coupled with low business
risk profile should be able to support CNP's credit metrics at a
level that is more consistent with a 'BBB' rated utility.  Fitch
expects CNP to produce consolidated Funds Flow from Operations
(FFO) to Debt in the high teens to low 20% and Debt to EBITDA in
the low 3x in the next few years.

The event risk at CNP has increased due to the uncertainty
surrounding the use of the remaining true-up proceeds and
management's expressed interested in an MLP CNP and CERC's ratings
will be more closely aligned due to Fitch's expectations that the
uncertainty of the use of remaining proceeds will be mostly
associated with investments in CERC.  Fitch expects that majority
of the proceeds to be allocated in the field services area
primarily due to the abundance of the opportunities in the sector
and the strategic inclination of management.  Fitch would be
concerned if management were to pursue any significant commodity
sensitive, unregulated or un-contracted investments or an MLP that
would substantially alter the overall risk profile of the company
from financial and operational standpoints.

CEHE's IDR and Stable Outlook reflect the low business risk of its
regulated electric transmission and distribution operations in
Texas Fitch considers the regulatory and economic environment in
Texas reasonably supportive to CEHE's credit profile.  CEHE has
the ability to earn a return on its transmission and distribution
investments with minimal regulatory lag.  In addition, CEHE bears
no commodity risk and does not maintain the provider of last
resort requirement like T&Ds in other jurisdictions.

Fitch expects CEHE's credit metrics to position well within its
rating category in the next 12 to 18 months, albeit modestly
weaker than 2011 due to expected normal weather and a rate
reduction implemented in September 2011.  Fitch forecasts CEHE's
FFO to total debt to stabilize around low to mid-20% and total
debt to EBITDA in the high 2x to low 3x in the next few years.

Fitch would be concerned if the regulatory supportiveness in Texas
takes on a negative tone.  Fitch also believes that CEHE's current
lack of participation in the state's prioritized initiative
Competitive Renewable Energy Zone (CREZ) project could be a modest
constraint to its future rate base growth and ratings against its
peers over the long term.

CERC's IDR and Stable Outlook assume that the expected growth
investments in the field services area will be conducted in a
prudent manner and that CERC's credit profile will not
substantially deteriorate as a result.  Fitch expects CERC to
continue to derive the majority of its cash flow from its
geographically diversified regulated operations with added
stability from its fee-based operations.  CERC's cash flows from
its LDCs are stabilized through diversified and overall supportive
regulatory mechanisms in six states.  Its pipelines are mostly
located near the natural gas supply basins and end-user markets.
Over 90% of the interstate pipeline capacity is subscribed with
high visibility in cash flows.  Cash flows at CERC's field
services segment, though unregulated, are mainly tied to
contractual fee-based revenue streams, thus minimizing large
exposure to volume risk as a result of movements in natural gas
prices and mitigating Fitch's concern around the growing
proportion of field services operations in the overall business
mix at CERC.  The collateral requirements at CERC's competitive
natural gas marketing business are sensitive to natural gas price
movements.  To mitigate the risk, management has implemented an
internal cap on working capital requirements to limit its
collateral exposure to falling natural gas prices.  Fitch would be
concerned if management were to disproportionately grow commodity
sensitive, non-fee based businesses.

Fitch upgrades, affirms, or assigns the following ratings with a
Stable Outlook:

CenterPoint Energy, Inc.

  -- Upgrades IDR to 'BBB' from 'BBB-';
  -- Upgrades Senior Unsecured Notes and pollution control revenue
     bonds to 'BBB' from 'BBB-';
  -- Upgrades Secured pollution control revenue bonds to 'A' from
     'A-';
  -- Affirms Short-term IDR/Commercial paper at 'F3'.
  -- Assigns Junior Subordinated Debenture (ZENS) at 'BB+'

CenterPoint Energy Houston Electric

  -- Upgrades IDR to 'BBB+' from 'BBB';
  -- Upgrades First Mortgage Bonds to 'A' from 'A-';
  -- Upgrades Secured pollution control revenue bonds to 'A' from
     'A-';
  -- Upgrades General Mortgage Bonds to 'A' from 'A-';
  -- Upgrades Unsecured Credit Facility to 'A-' from 'BBB+';
  -- Affirms Short-term IDR at 'F2'.

CenterPoint Energy Resources Corp.

  -- Affirms IDR at 'BBB';
  -- Affirms Senior Unsecured Notes at 'BBB'.

Fitch downgrades the following rating with a Stable Outlook:

CenterPoint Energy Resources Corp.

  -- Short-term IDR/Commercial paper to 'F3' from 'F2'.


CHIQUITA BRANDS: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Cincinnati, Ohio-based Chiquita Brands International Inc. to
negative from stable and affirmed its 'B' corporate credit rating
on the company. "At the same time, we affirmed our 'BB-' senior
secured rating and 'B-' senior unsecured rating for Chiquita; the
corresponding recovery ratings remain unchanged at '1' and '5'. At
March 31, 2012, Chiquita had approximately $571 million of total
debt outstanding," S&P said.

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

"As of March 31, 2012, we believe the company was in compliance
with its financial covenants and estimate that Chiquita had
covenant headroom that would allow for EBITDA to decline by about
10% without the company breaching these tests. Although this level
of covenant cushion is less than the 15% we normally expect for an
'adequate' liquidity descriptor, it is our understanding that the
company is entering into discussions with its bank credit facility
lenders that include seeking greater flexibility in its covenant
test levels," S&P said.

"The negative outlook reflects our estimate that Chiquita's
financial covenant cushion could decline below 10% during 2012,
given our uncertainty about improvement in its weakened operating
performance," said Standard & Poor's credit analyst Jeffrey
Burian. "We could consider lowering the ratings if Chiquita's
operating performance continues to decline, if liquidity becomes
constrained, if covenant cushion declines below 10%, or credit
protection measures meaningfully weaken."


CLARE OAKS: Wants DIP Financing Maturity Extended Until Aug. 31
---------------------------------------------------------------
Clare Oaks asks the U.S. Bankruptcy Court for the Northern
District of Illinois to approve a Third Amendment to Senior
Secured Superpriority Debtor-in-possession Loan Agreement dated as
of May 8, 2012, with Senior Care Development, LLC.

Pursuant to the amendment to the final order authorizing the
Debtor to obtain postpetition financing, the maturity date of the
loan will be extended until Aug. 31, 2012, from July 31, 2012.

Certain milestones are also amended to reflect that, among other
things:

   i) not later than May 31, 2012, borrower will have (x) notified
      the lender that it is working with a potential stalking
      horse bidder for the purchase of all or substantially all of
      the borrower's assets and that the bidders does not have any
      financing contingencies to consummate the purchase, and (y)
      delivered to lender documentation evidencing that the bidder
      does not have any financing contingencies to consummate the
      purchase; and

  ii) not later than June 8, 2012, borrower will have (x) received
      and notified lender of borrower's receipt of reasonably
      acceptable asset purchase agreement for the purchase of all
      or substantially all of the borrower's assets, and (y)
      delivered to lender a copy of the asset purchase agreement.

A full-text copy of the terms of the amendment and the budget is
available for free at
http://bankrupt.com/misc/SISTERSOFsTJOSEPH_financing_amendment.pdf

As reported in the Troubled Company Reporter on March 14, 2012,
the Hon. Pamela S. Hollis, in a final order, authorized Clare
Oaks to obtain postpetition financing in the form of a multiple
draw term loan made available to the Debtor in a principal amount
of up to $6 million with superpriority claims and first priority
priming liens senior to any prepetition or postpetition liens from
Senior Care Development, LLC or its designee.

Under the DIP Order, all of the DIP Obligations will constitute
allowed superpriority claims against the Debtor.  In addition, the
DIP Lender will have the right to credit bid up to the entire
amount of the DIP Obligations and/or bid in excess of the amount
of the DIP Obligations, in any sale of DIP Collateral or in
connection with any plan of reorganization.

The DIP credit agreement provides that up to $5 million of the
funds may be used solely to (i) pay interest, fees and expenses in
connection with the loan; (ii) fund postpetition operating
expenses incurred by the Borrower in the ordinary course of
business; and (iii) pay certain costs and expenses in connection
with the administration of the Chapter 11 case.  Up to $1 million
of the Loan Proceeds may be solely used to make adequate
protection payments to Wells Fargo Bank, National Association, as
master trustee and bond trustee for series 2006 Illinois Finance
Authority Revenue Bonds (Clare Oaks Project), for the benefit of
itself and the holders of prepetition debt.

The DIP obligations will be secured by (i) a first-priority
priming lien and security interest on all assets of the Debtor
including, without limitation, a leasehold mortgage on the
Debtor's leasehold interest under ground lease with the Sisters of
St. Joseph of the Third Order of St. Francis, Inc., (ii) first-
priority blanket liens and security interests on all other assets
of the Borrower that are not subject to existing liens, (iii)
second-priority liens on all collateral that is subject to valid,
perfected and non-avoidable liens, and (iv) super-priority
administrative expense claims against the Borrower's bankruptcy
estate.  The liens and super-priority claims granted to the DIP
Lender, however, are subject and subordinate only to (x) the
rights of Clare Oak residents to their deposits pursuant to any
agreement or order authorizing the Borrower to escrow or segregate
any Resident Deposits for the benefit of residents, and (y) the
carve-out for fees payable to the Clerk of Court, the U.S. Trustee
and the bankruptcy professionals employed in the case.

The DIP facility matures on the earliest of (i) July 31, 2012,
which date may be extended for one month; (ii) the effective date
of a plan of reorganization in the Chapter 11 case, (iii) the
closing of the sale, if any, of all or substantially all of the
Borrower's assets or (iv) the acceleration of the loans and the
termination of the commitments in accordance with the terms of the
DIP Loan Agreement.

The DIP Loan will carry interest at the greater of (i) 200 basis
points plus 4.0% per annum or (ii) the then-current LIBOR Rate
plus 4.0% per annum.  The default rate is an additional 200 basis
points per annum.

The Debtor is required to pay the DIP Lender a $300,000 commitment
fee (payable out of the initial advance).  If applicable, an
extension fee of $60,000 is payable on the maturity date.  A
$120,000 exit fee is also payable on the maturity date.

A full-text copy of the final DIP order is available for free at:

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

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLARE OAKS: Withdraws Plea to Hire North Shores as Fin'l Advisor
----------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois, according to Clare Oaks' case
docket, entered an order withdrawing application to employ Thomas
Brod T/A North Shores Consulting as special financial advisor.

As reported in the Troubled Company Reporter on April 27, 2012,
North Shores is a healthcare consulting firm that specializes in
providing financial, managerial, and strategic consulting services
to CCRCs.  Mr. Brod is the sole principal of North Shores.

On Oct. 14, 2011, the Debtor retained North Shores pursuant to an
Engagement Agreement.

North Shores will, among other things:

   a) develop and implement a communications strategy between the
      Debtor, the residents on the Clare Oaks Campus, and any
      potential new residents, regarding information pertaining to
      the Chapter 11 bankruptcy case and any forthcoming
      transaction;

   b) provide a liaison between the Debtor and the Debtor's other
      professionals and consultants; and

   c) consult with B.C. Ziegler and Company, the Debtor's
      investment banker, on behalf of the Debtor regarding
      strategy in connection with a transaction, including
      developing an offering memorandum.

The Debtor has agreed to compensate North Shores at the rate of
$300 per hour, a significant reduction from North Shores' typical
hourly rate, solely through the application by North Shores of a
retainer of $75,000 received prepetition.  On Nov. 1, 2011, the
Debtor entered into an engagement agreement with Ungaretti &
Harris LLP, the Debtor's bankruptcy counsel, which the Debtor and
U&H subsequently modified on Nov. 9, 2011.

Pursuant to the U&H Engagement Agreement, the Debtor transferred
$750,000 to U&H for the payment of North Shores.  Of that amount,
U&H agreed to hold $75,000 in trust for the payment of North
Shores.  The retainer has not been replenished.  After applying
fees and expenses, the balance is $35,475.  North Shores has
agreed to be compensated solely out of its retainer, and thus will
not seek more than $35,475 in fees.

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

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.


CLAYTON WILLIAMS: S&P Cuts Senior Unsecured Debt Ratings to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior unsecured
debt ratings on Midland, Texas-based exploration and production
company Clayton Williams Energy Inc. to 'B-' (one notch below the
corporate credit rating) from 'B'. "We simultaneously revised the
recovery rating on these issues to '5', indicating the expectation
of modest (10% to 30%) recovery in the event of a payment default,
from '4'," S&P said.

The revised recovery rating reflects the recent increase in the
company's revolving credit facility (unrated) to $475 million from
$350 million.

"The corporate credit rating continues to reflect the company's
modest scale of operations, high cost structure, and inherent
volatility in cash flows because of crude oil and natural gas
price fluctuations. Somewhat countering this in the near term is
Clayton Williams' favorable exposure to high-value crude oil and
natural gas liquids, which represent over 70% of production," S&P
said.

RATINGS LIST

Clayton Williams Energy Inc.
Corporate Credit Rating          B/Stable/--

Downgraded
                                  To            From
Clayton Williams Energy Inc.
Senior Unsecured                 B-            B
  Recovery Rating                 5             4


COMERCIAL V.H.: Seeks U.S. Recognition of Mexican Proceedings
-------------------------------------------------------------
The trustee for the Mexican bankruptcy estate of Comercial V.H.,
S.A. de C.V. filed a Chapter 15 petition (Bankr. D. Ariz. Case No.
12-10933) to seek recognition of the liquidation in Mexico.

CVH formerly operated grocery stores, mini-markets and pharmacies,
both directly and through affiliates, throughout the Mexican state
of Sonora, and in other Mexican states in northwestern Mexico.
CVH is no longer actively engaged in business.

CVH commenced a commercial bankruptcy proceeding in Mexico in
January 2010.  While initially filed as the Mexican equivalent of
a chapter 11 reorganization, on March 7, 2011, the CVH bankruptcy
was converted to a liquidation proceeding.

The trustee Victor Alan Alcazar Lacarra's request for recognition
of the bankruptcy case as "foreign main proceeding" stems from a
lawsuit in Pima County Superior Court.

In April 2004, suit was filed in Superior Court for the recovery
of money alleged to have been misappropriated from CVH and/or its
parent by various individuals.  An injunction froze various U.S.-
based bank and investment accounts, pendente lite.  Mr. Fred Boice
was appointed to act as receiver of the frozen accounts totaling
$10.1 million.

Once recognition is granted, the trustee will file a further
petition to accomplish the orderly turnover of assets to CVH and
the Mexican court.


COMERCIAL V.H.: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Petitioner: Victor Alan Alcazar Lacarra,
                       as trustee for Mexican bankruptcy
                       estate of the Debtor

Chapter 15 Debtor: Comercial V.H., S.A. de C.V.
                   c/o Victor Alan Alcazar Lacarra
                   Leon Guzman No. 4, Colonial Constitucion
                   Hermosillo, SO 83150
                   Mexico

Chapter 15 Case No.: 12-10933

Chapter 15 Petition Date: May 17, 2012

Court: District of Arizona (Tucson)

About the Debtor:  CVH formerly operated grocery stores, mini-
                   markets and pharmacies, both directly and
                   through affiliates, throughout the Mexican
                   state of Sonora, and in other Mexican states in
                   northwestern Mexico.  CVH is no longer actively
                   engaged in business.

                   CVH commenced a commercial bankruptcy
                   proceeding in Mexico in January 2010.  While
                   initially filed as the Mexican equivalent of a
                   chapter 11 reorganization, on March 7, 2011,
                   the CVH bankruptcy was converted to a
                   liquidation proceeding.

Petitioner's
Counsel:          David Michael Mandig, Esq.
                  WATERFALL ECONOMIDIS CALDWELL et al
                  5210 E Williams Circle #800
                  Tucson, AZ 85711
                  Tel: (520) 790-5828
                  Fax: (520) 745-1279
                  E-mail: mmandig@wechv.com

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

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


COMMUNITY FIRST: Fires CFO, Sees Jon Thompson as Replacement
------------------------------------------------------------
The board of directors of Community First, Inc., and its wholly-
owned bank subsidiary, Community First Bank & Trust, relieved
Dianne Scroggins as Chief Financial Officer of the Company and the
Bank.  Ms. Scroggins has agreed to continue as an employee and
officer of the Bank and to assist with the orderly transition of
her former duties and responsibilities with the Company and the
Bank.

The Company intends to appoint, subject to receipt of required
regulatory approvals, Jon Thompson, as Chief Financial Officer of
the Company and the Bank.  Mr. Thompson has been with the Company
since 2008 and currently serves as the Assistant Vice President
and Controller of the Bank.

                       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.

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.


CONTOUR MED: Has Approval of $40,000 DIP Loan
---------------------------------------------
Mark Friedman at arkansasbusiness.com reports that U.S. Bankruptcy
Judge James Mixon on May 14 approved Contour Med Inc.'s request to
borrow $40,000 in emergency loan from CM Medical LLC of Little
Rock.

Contour Med Inc. -- http://www.contourmed.com/-- makes custom and
non-custom breast products.  Contour Med filed for Chapter 11
bankruptcy reorganization on May 11, 2012.

The report notes Contour Med estimated assets between $100,000 and
$500,000, and owed between 50 and 99 creditors.  The Company
listed debts of at least $5.98 million, owed to unsecured
creditors.  Other unsecured creditors include the Johnston Rock
Co. LLC of Heber Springs, which has a claim of $173,448 and the
University of Arkansas for Medical Sciences which has a claim for
$114,948.

The report, citing the Company's emergency motion to obtain
credit, relates Contour's "present operating income is
insufficient to fund current operations."  CM Medical is Contour's
largest unsecured creditor owed $3.8 million.

According to the report, Contour said it "will not be able to stay
in business without the loan" from CM Medical.

The report relates Contour Med filed a pro forma budget with the
Court that projected it would have sales of $93,600 between May
and August.  Its lost during that period was projected at $19,741.

Barry Corkern is Contour's interim CEO.  "We will be filing a
business plan with the court pretty soon," the report quotes Mr.
Corkern as saying.


DANIEL BRUCKNER: Jomela Acquires Apartment Property for $11-Mil.
----------------------------------------------------------------
Tom Daykin at the Journal Sentinel reports a group led by
Milwaukee real estate investor Scott Lurie purchased 290
apartments on the south side for $11.1 million.

The report, citing documents filed with the Milwaukee County
Register of Deeds, relates Jomela Valley Hill LLC bought the
properties from Daniel Bruckner, who's reorganizing his finances
under Chapter 11 bankruptcy protection.

According to the report, Jomela bought 150 townhouse-style
apartments, known as Wilson Park Garden Apartments, at 4568 S.
20th St.; a 120-unit building at 4601 S. 1st St.; and 20-unit
building at 4614 S. 1st St.  Mr. Lurie said he now operates 1,400
apartments in the Milwaukee area.


DAVITA INC: Moody's Reviews 'Ba3' CFR/PDR for Downgrade
-------------------------------------------------------
Moody's Investors Service placed DaVita, Inc.'s, Corporate Family
and Probability of Default Ratings under review for downgrade.
Concurrently, Moody's also placed DaVita's senior secured credit
facilities ratings of Ba2 and senior unsecured notes rating of B2
under review for possible downgrade. The Speculative Grade
Liquidity Rating is unchanged at SGL-1.

The review is prompted by the company's announcement that it has
agreed to purchase Healthcare Partners, Inc. (Ba2, RUR) for
approximately $4.4 billion. The transaction is expected to be
funded with approximately $3.8 billion in debt, and a combination
of cash and DaVita stock (estimated value of about $758 million).
Healthcare Partners is a multi-specialty provider organization
employing over 700 physicians in California, Florida and Nevada in
addition to contracting with more than 8,300 physicians.
Healthcare Partners reported revenues and EBITDA of about $2.4
billion and $527 million, respectively for fiscal 2011.

Ratings Rationale

Moody's review will focus on the company's business plan and
financial profile, including the increased leverage and
integration risk from the announced acquisition.

The following ratings were placed under review for downgrade:

DaVita, Inc.

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3

$200 million senior secured term loan A-2 credit facility due 2016
at Ba2 (LGD 3, 34%)

$350 million senior secured revolving credit facility expiring
2015 at Ba2 (LGD 3, 34%)

$1,000 million senior secured term loan A due 2015 at Ba2 (LGD 3,
34%)

$1,750 million senior secured term loan B due 2016 at Ba2 (LGD 3,
34%)

$1,550 million senior unsecured notes due 2018 and 2020 at B2 (LGD
5, 86%)

The principal methodology used in rating DaVita, Inc. 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.

DaVita, headquartered in Denver, CO, is an independent provider of
dialysis services primarily in the US for patients suffering from
end-stage renal disease (chronic kidney failure). DaVita's
services are predominantly provided in the company's outpatient
dialysis centers. However, the company also provides home dialysis
services, inpatient dialysis services through contractual
arrangements with hospitals, laboratory services and other
ancillary services. The company recognized approximately $7.2
billion of revenue for the twelve months ended March 31, 2012.


DENNY'S CORP: Ten Directors Elected at Annual Meeting
-----------------------------------------------------
The annual meeting of stockholders Of Denny's Corporation was held
on May 16, 2012.  At the annual meeting, the holders of the
Company's common stock entitled to vote at the annual meeting (1)
elected the ten director nominees for the ensuing year, (2)
ratified the selection of KPMG LLP as the Company's registered
public accounting firm for 2012, (3) adopted the advisory
resolution approving the compensation of the Company's named
executive officers, and (4) approved the Denny's Corporation 2012
Omnibus Incentive Plan.

The newly elected directors were:

     (1) Gregg R. Dedrick;
     (2) George W. Haywood;
     (3) Brenda J. Lauderback;
     (4) Robert E. Marks;
     (5) John C. Miller;
     (6) Louis P. Neeb;
     (7) Donald C. Robinson;
     (8) Debra Smithart-Oglesby;
     (9) Laysha Ward; and
    (10) F. Mark Wolfinger.

                        Repurchase Program

Denny's announced that its Board of Directors has approved a new
share repurchase program authorizing the Company to repurchase up
to another six million shares of its common stock, in addition to
repurchases previously authorized.  Under the authorization, the
Company may purchase common stock from time to time in the open
market or in privately negotiated transactions.

The Company also announced that, as of May 17, 2012, it has
approximately 1.6 million shares remaining in its current six
million share stock repurchase program announced April 4, 2011.

The amount and timing of any purchases will depend upon a number
of factors, including the price and availability of the Company's
shares, trading volume and general market conditions.  As of
April 27, 2012, the Company had 96,152,815 shares of common stock
outstanding.

                     About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees.  The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

The Company's balance sheet at March 28, 2012, showed
$336.24 million in total assets, $338.88 million in total
liabilities, and a $2.64 million total shareholders' deficit.

                          *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.

As reported by the TCR on April 20, 2012, Standard & Poor's
Ratings Services withdrew all of its ratings, including the 'B+'
corporate credit rating on Spartanburg, S.C.-based Denny's Corp.
at the company's request.  There is no rated debt outstanding.


DEWEY & LEBOEUF: Mulls Bankruptcy; Taps Zolfo Cooper as Advisor
---------------------------------------------------------------
Reuters reports Dewey & LeBoeuf is considering a bankruptcy filing
as new debtholders take a more aggressive track, shifting away
from earlier attempts at an out-of-court liquidation.

According to Reuters, buyers of distressed debt who have acquired
Dewey's debt at a discount on the secondary market are more open
to seeing the firm wound down in bankruptcy court rather than out
of it, said a person who requested anonymity because the
information was not public.

The report relates, with the emergence of new creditors, Dewey has
replaced restructuring adviser Development Specialists Inc. with
Zolfo Cooper.  Joff Mitchell, a senior managing director at Zolfo,
is now Dewey's chief restructuring officer, two people familiar
with the situation said.

The report notes Bill Brandt, chief executive of DSI, confirmed
that his firm's involvement in the matter was coming to an end.
"Our firm is transitioning out," the report quotes Mr. Brandt as
saying.  "We've been replaced by Zolfo at the insistence of the
debt holders. It now becomes a creditor-driven case."

The report says a bankruptcy filing is not certain, and the timing
of any potential filing remains unclear.  The firm has been
consulting with restructuring lawyers since April at the latest,
and has retained bankruptcy attorney Albert Togut of law firm
Togut Segal & Segal.

The report adds neither Stephen Horvath III, Dewey's executive
partner, nor Janis Meyer, its general counsel, responded to
requests for comment.  Mr. Mitchell and a spokesperson for Zolfo
also did not respond to requests for comment.

Majority of Dewey's partners have left as a result of concerns
about compensation, and $225 million in bank loans and bond debt.

Reuters relates Dewey's debtholders have been selling their stakes
during the firm's downfall.  As of May 3, bankruptcy analyst Kevin
Starke of CRT Capital Group said Dewey's $150 million in notes
privately placed following a 2010 bond offering were trading at
between 45 cents and 55 cents on the dollar on the secondary
market.

According to Reuters, the shift toward a possible bankruptcy
filing would be a major change in direction.  As recently as March
12, Martin Bienenstock, formerly a top bankruptcy partner at Dewey
and an outgoing member of the firm's office of the chairman, told
the Wall Street Journal that the firm had "no plan to file a
Chapter 11 bankruptcy."

The report notes lawsuits are mounting against Dewey.  The U.S.
Pension Benefit Guaranty Corporation sued the firm in Manhattan
federal district court to take control of three of the firm's
pension plans, which the agency said were underfunded by $80
million.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.


DIVERSAPACK OF MONROE: Given Final Authority to Use Lender Cash
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports Diversapack of Monroe LLC received final approval from the
bankruptcy court in Delaware to use cash representing collateral
for the first-lien lender owed $47.7 million.  The authority to
use cash runs through August.

                    About Diversapack of Monroe

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

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

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

The Debtor was authorized in early May to sell its assets for
$3.2 million.  The buyer is a joint venture between M. Davis Group
LLC and New Mill Capital LLC.


DREIER LLP: Court Approves Stipulation for Cash Collateral Use
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
according to Dreier LLP's case docket, signed a stipulation and
order amending second stipulation and order authorizing Chapter 11
trustee for the estate of Dreier LLP -- Sheila M. Gowan's
continued use of cash collateral.

The trustee is seeking the Court's approval to settle adversary
proceeding entitled Sheila M. Gowan v. Wachovia Financial
Services, Inc., and entitled Sheila M. Gowan, v. Wachovia Bank,
N.A. and Wells Fargo Bank, N.A., in its capacity as successor-by-
merger to Wachovia Bank, N.A.

In December 2010, the trustee commenced the litigation seeking to,
among other things, avoid certain prepetition and postpetition
transfers from DLLP to Wachovia Bank, N.A. and Wachovia Financial
Services, Inc., and seeking to equitably subordinate the WB Proof
of claim.

The stipulation among the trustee, Wachovia Bank, N.A., and Wells
Fargo Bank, N.A., provides that as part of their agreement to
resolve the litigation, the second amended cash collateral order
must be amended as, among other things:

   -- subject to Wachovia's and the trustee's separate Right of
Abandonment and entry of a interim or final compensation order by
the Court, professional fees and expenses associated with the
collection of Hourly Receivables and expenses, if any, associated
with the collection of Contingency Receivables will be paid on a
monthly basis by Wachovia and the trustee.  40% of the collection
expenses will be paid by Wachovia and 60% of the collection
expenses will be paid by the trustee.  Retained professionals
seeking reimbursement for collection expenses are directed to bill
and invoice Wachovia and the Trustee separately for collection
expenses;

   -- with reasonable advance notice in writing of not less than
10 business days to Wachovia or the trustee, and the Committee and
the retained professional, Wachovia and/or the trustee may abandon
all interest in the potential proceeds of any particular Hourly
Receivable, and upon expiration of the notice period, Wachovia's
or the trustee's obligation to pay for collection expenses with
respect to such abandoned receivable will thereafter cease; and

   -- if the trustee exercises a right of abandonment, Wachovia
will be entitled to proceed with the pursuit of any abandoned
receivable and all resulting proceeds, if any, will be retained by
Wachovia; provided, that fees and expenses of retained
professionals associated with the pursuit of any abandoned
receivable may continue to accrue notwithstanding the abandonment
and any unpaid fees and expenses associated with the abandoned
receivable will be paid in full by Wachovia from the first dollars
recovered on the abandoned receivable.  If Wachovia exercises a
right of abandonment, the trustee or the Committee will be
entitled to proceed with the pursuit of any such abandoned
receivable and all resulting proceeds, if any, will be transferred
to the Debtor's estate free and clear of any liens and claims of
Wachovia; provided that fees and expenses of retained
professionals associated with the pursuit of any abandoned
receivable may continue to accrue notwithstanding the abandonment
and any unpaid fees and expenses associated with such abandoned
receivable will be paid from first dollars recovered on the
abandoned receivable.

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

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DYNEGY HOLDINGS: S&P Withdraws 'D' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Rating Services withdrew its 'D' corporate
credit rating on Dynegy Holdings LLC, which filed for bankruptcy
protection on Nov. 7, 2011. "We also withdrew our 'D' issue rating
and '4' recovery rating on Dynegy Holdings' approximate $3.4
billion in senior unsecured debt and 'D' rating on preferred
stock. We also withdrew our 'D' issue rating on the series B pass-
through certificates of Dynegy Danskammer LLC, a subsidiary of
Dynegy Holdings that also filed for protection on Nov. 7, 2011,"
S&P said.

Dynegy Inc. (CC/Negative/--), Dynegy Holdings' parent, and various
of its subsidiaries have entered into a settlement agreement with
certain creditors of Dynegy Holdings and its bankrupt subsidiaries
to resolve claims and emerge an entity from bankruptcy before
October 2012.

"We note that the U.S. Bankruptcy Court must approve this
settlement and have no opinion as to whether the court will
approve it or it will be implemented as planned," said Standard &
Poor's credit analyst Terry Pratt.

"Based on the proposed settlement terms, we estimate that Dynegy
Holdings' senior unsecured debtholders would receive 30% to 50%
recovery of principal. The source of the recovery value is
residual value from Dynegy Power LLC's gas assets and Dynegy
Midwest Generation LLC's coal assets, after paying senior secured
claims and expenses at those units," S&P said.

RATINGS WITHDRAWN
                              To    From
Dynegy Holdings LLC
Corporate credit rating       NR    D/--/--
Senior unsecured debt        NR    D
  Recovery rating             NR    4
Preferred stock              NR    D

Dynegy Danskammer LLC
Pass-through certs            NR    D

NGC Corporation Capital Tr I
Preferred stock               NR    D


EASTMAN KODAK: Court OKs Additional Services From Lazard
--------------------------------------------------------
Judge Allan Gropper authorized Lazard Freres & Co. LLC to provide
additional services to Eastman Kodak Co. in connection with the
proposed sale of the KODAK Gallery online photo services business.

Earlier, Lazard Freres and Eastman Kodak agreed to amend the terms
of the firm's employment.  Full-text copies of the amended
agreement are available without charge at:

   http://bankrupt.com/misc/Kodak_AmLetter020612.pdf
   http://bankrupt.com/misc/Kodak_AmLetter022412.pdf

In connection with its employment, Lazard Freres filed papers in
court disclosing that it maintains an information barrier between
itself and Lazard Asset Management LLC, an asset management
affiliate.

The information barrier consists of keycard restricted access
between Lazard spaces and LAM spaces, a separately maintained
database that captures emails between Lazard and LAM personnel,
among other things.

Lazard also disclosed that it maintains an information barrier
between itself and Edgewater, an affiliate that holds interests
in the management companies for certain private funds.

                        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 Hiring of Deloitte Consulting
------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved the application of
Eastman Kodak Co. to hire Deloitte Consulting LLP.

Deloitte Consulting will provide actuarial consulting services
pursuant to work orders issued under a 2006 master services
agreement with the company.

In connection with its employment, Deloitte Consulting disclosed
in a supplemental declaration that its principals and directors do
not own publicly issued debt of Eastman Kodak Co. and that they
own less than 1/10 of 1% of the outstanding Kodak common stock.
None of these principals or directors who own Kodak common stock
will provide services in connection with Deloitte Consulting's
employment.

Deloitte Consulting also disclosed that no current personnel of
the firm are or were officers and directors of Eastman Kodak and
its affiliated debtors within two years prior to their bankruptcy
filing based on a review of their annual report filed with the
U.S. Securities and Exchange Commission.

                        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: Dolby Acquires Naming Rights to Kodak Theatre
------------------------------------------------------------
Dolby Laboratories Inc. beat out 10 other bidders for the naming
rights to the erstwhile Kodak Theatre, The Wall Street Journal
reported.

Dolby was chosen by CIM Group, the Los Angeles-based real-estate
investor that acquired the theater for $201 million in 2004.  The
Academy of Motion Picture Arts & Sciences, however, had input
into the selection process and held veto power over candidates.

Dolby won with a bid that was "substantially above" the nearly $4
million a year that Eastman Kodak had been paying for naming
rights, according to the report.

The auditorium has been known as the Kodak Theatre since it opened
2001, but Eastman Kodak relinquished its naming rights after the
company filed for bankruptcy protection.

                        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: ITC Judge Riles in Favor of RIM in Patent Suit
-------------------------------------------------------------
Research In Motion learned of an initial determination by Judge
Pender at the U.S. International Trade Commission finding that
Eastman Kodak's U.S. Patent No. 6,292,218 for digital cameras -
the only Kodak patent asserted against RIM products at the ITC -
is invalid.  This is the second of two ITC Judges with technical
backgrounds who have found Kodak's patent invalid.

On Jan. 14, 2010, Kodak filed a complaint with the ITC alleging
that certain RIM camera-enabled products infringe Kodak's '218
patent.  On Jan. 24, 2011, then-presiding Chief Judge Luckern
found that RIM's BlackBerry(R) products do not infringe the Kodak
'218 patent and that the '218 patent is invalid.  The ITC
Commissioners later modified the interpretation of the '218 patent
and sent the case to Judge Pender for further proceedings.  Judge
Pender issued an initial determination again finding Kodak's '218
patent is invalid.  Thus, two experienced ITC Judges with
technical backgrounds have come to the same conclusion that the
Kodak '218 patent is invalid.

The initial determination is subject to a review and possible
modification by the ITC Commissioners.  Absent modification by a
majority vote of the Commissioners of the ITC, Judge Pender's
decision will become the final determination of the ITC. The ITC's
final decision is scheduled for Sept. 21, 2012.

RIM and Kodak are also litigating the '218 patent in the United
States District Court for the Northern District of Texas (Dallas).
On May 9, Presiding U.S. District Judge Kinkeade offered to
immediately conduct a non-jury trial to resolve the pending patent
disputes between Kodak and RIM, which would allow Kodak to seek
monetary damages that are not available at the ITC.  RIM accepted
the Judge's offer and agreed to an immediate trial.  However,
Kodak objected and requested instead a jury trial at some later
date.

                     About Research In Motion

Research In Motion (RIM), a global leader in wireless innovation,
revolutionized the mobile industry with the introduction of the
BlackBerry(R) solution in 1999.

                        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).


EFD LTD: Withdraws Chapter 11 Plan of Reorganization
----------------------------------------------------
EFD, LTD. doing business as Blanco San Miguel, filed with the U.S.
Bankruptcy Court for the Western District of Texas a notice of
withdrawal of its Plan of Reorganization dated Aug. 12, 2011.

As reported in the Troubled Company Reporter on March 13, 2012,
the Court rescheduled until April 9, 2012, the hearing to consider
the confirmation of EFD, LTD.'s proposed Plan of Reorganization.

Secured creditor and party-in-interest Capital Farm Credit, FLCA,
asked the Court to deny the confirmation of Debtor's Plan because
the Debtor's Plan violates various provisions of both sections
1129(a) and 1129(b) of the Bankruptcy Code or other applicable
authority.

According to Capital Farm, the Plan (i) is not proposed in good
faith; (ii) is not feasible; (iii) discriminates unfairly against
Capital Farm; (iv) is not fair and equitable; and (v) violates the
absolute priority rule.

As of March 20, 2012, the amount of total indebtedness on the
loans had increased to at least $27,734,487.  Additional interest
continues to accrue on the loans, thereby increasing the amount
owed by at least $5,485 per day or $164,558 every month.

In a separate filing, Blanco CAD, a secured ad valorem tax
creditor of the Debtor, which holds unavoidable first priority
statutorily perfected liens against property of the estate, also
objected to the confirmation of the Plan because the Plan must be
clarified to reflect that secured ad valorem tax claims are to be
included in the treatment of the Class II Priority Tax Claims.

                          About EFD, Ltd.

Austin, Texas-based EFD, Ltd., dba Blanco San Miguel, fdba Blanco
San Miguel, Ltd., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011.  Eric J.
Taube, Esq., at Hohmann Taube & Summers, LLP, in Austin, Texas,
serves as the Debtor's bankruptcy counsel.  The Company disclosed
$128,207,835 in assets and $30,395,205 in liabilities as of the
Chapter 11 filing.

The U.S. Trustee has not yet appointed an official committee of
unsecured creditors.  The U.S. Trustee reserves the right to
appoint such a committee should interest developed among the
creditors.


EFD LTD: Capital Farm's Collateral Valued at $35 Million
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
ordered that the value of the property owned by Debtor EFD, Ltd.
doing business as Blanco San Miguel which totals approximately
5,411 acres more or less and which secures Capital Farm Credit,
FLCA's loans to Debtor, has a value of $35,000,000.

As reported in the Troubled Company Reporter on Dec. 7, 2011, the
motion for valuation was filed by the Debtor and Capital Farm.

                          About EFD, Ltd.

Austin, Texas-based EFD, Ltd., dba Blanco San Miguel, fdba Blanco
San Miguel, Ltd., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 11-10846) on April 5, 2011.  Eric J.
Taube, Esq., at Hohmann Taube & Summers, LLP, in Austin, Texas,
serves as the Debtor's bankruptcy counsel.  The Company disclosed
$128,207,835 in assets and $30,395,205 in liabilities as of the
Chapter 11 filing.

The U.S. Trustee has not yet appointed an official committee of
unsecured creditors.  The U.S. Trustee reserves the right to
appoint such a committee should interest developed among the
creditors.


EMMIS COMMUNICATIONS: J. Smulyan Holds 19.8% of Class A Shares
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Jeffrey H. Smulyan and his affiliates
disclosed that, as of May 17, 2012, they beneficially own
8,212,850 shares of Class A common stock of Emmis Communications
Corporation representing 19.8% of the shares outstanding.

The shares of common stock beneficially owned by Mr. Smulyan were
acquired through Mr. Smulyan's service as an officer or director
of the Company, through purchases in private transactions or
through open market purchases using personal funds.

A copy of the filing is available for free at:

                        http://is.gd/vcJ6w6

                     About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company's balance sheet at Feb. 29, 2012, showed
$340.76 million in total assets, $347.28 million in total
liabilities, $46.88 million in series A cummulative convertible
preferred stock, and a $53.39 million total deficit.

                           *     *     *

Emmis carries Caa2 corporate family rating and a Caa3 probability
of default rating from Moody's.

In July 2011, Moody's Investors Service placed the ratings of
Emmis on review for possible upgrade following the company's
earnings release for 1Q12 (ended May 31, 2011) including
additional disclosure related to the pending sale of controlling
interests in three radio stations. The sale of the majority
ownership to GCTR will generate estimated net proceeds of
approximately $100 million to $120 million, after taxes, fees and
related expenses. Emmis will retain a minority equity interest in
the operations of the three stations and Moody's expects senior
secured debt to be reduced resulting in improved credit metrics.


EMPIRE RESORTS: L Cappelli Discloses 4.8% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Louis R. Cappelli disclosed that, as of
May 14, 2012, he beneficially owns 1,469,998 shares of common
stock of Empire Resorts, Inc., representing 4.89% of the shares
outstanding.  LRC Aquisition LLC owns 1,441,665 shares.

Mr. Cappelli previously reported beneficial ownership of 5,192,311
common shares or 7.50% equity stake as of Dec. 13, 2010.

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

                        http://is.gd/JmhCXw

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

The Company reported a net loss of $24,000 in 2011, compared with
a net loss of $17.57 million in 2010.

The Company's balance sheet at March 31, 2012, showed $50.38
million in total assets, $25.05 million in total liabilities and
$25.33 million in total stockholders' equity.


ENCORIUM GROUP: Unit Files for Bankruptcy Protection in Finland
---------------------------------------------------------------
Encorium Group, Inc.'s wholly owned operating subsidiary, Encorium
Oy, a company organized under the laws of Finland filed a
voluntary bankruptcy petition to liquidate its assets in the
District Court of Espoo, Finland.  The trustee appointed in the
Bankruptcy's filing was Mr. Lassi Nyyssonen.

In the Schedules of Assets and Liabilities filed by Encorium Oy
with the bankruptcy filing, Encorium Oy reported that, as of the
Petition Date, its total assets were approximately EUR8,500,000
and its total liabilities were approximately EUR11,700,000
million.

In connection with the filings, Encorium Oy has ceased all
business activity and operations.

The Company anticipates it will also file for bankruptcy for
Progenitor Holding AG, a company organized under the laws of
Switzerland.

The bankruptcy filing will cause a default by Encorium Oy on all
outstanding debt obligations.

Concurrent with the bankruptcy filing, all employees of Encorium
Oy have been terminated.

                        About Encorium Group

Encorium Group, Inc., is a clinical research organization that
engages in the design and management of complex clinical trials
for the pharmaceutical, biotechnology and medical device
industries.  The Company was initially incorporated in August 1998
in Nevada.  In June 2002, the Company changed its state of
incorporation to Delaware.  In November 2006, it expanded its
international operations with the acquisition of its wholly-owned
subsidiary, Encorium Oy, a clinical research organization founded
in 1996 in Finland, which offers clinical trial services to the
pharmaceutical and medical device industries.  Since 2006 the
Company has conducted substantially all of its European operations
through Encorium Oy and its wholly-owned subsidiaries located in
Denmark, Estonia, Sweden, Lithuania, Romania, Germany and Poland.

On July 16, 2009 the Company sold substantially all of the assets
relating to the Company's US line of business to Pierrel Research
USA, Inc., the result of which the Company no longer has any
employees or significant operations in the United States. Due to
this sale, for the three and nine months ended Sept. 30, 2010 and
2009, the results of the U.S. business have been presented as
discontinued operations in the consolidated condensed financial
statements.

The Company reported a net loss of $9.08 million in 2010, compared
with a net loss of $3.87 million in 2009.  The Company's balance
sheet at Dec. 31, 2010, showed $7.97 million in total assets,
$11.73 million in total liabilities and a $3.76 million total
stockholders' deficit.

Asher & Company, LTD, in Philadelphia, Pennsylvania, noted that
the Company's recurring losses from operations, current available
cash, and anticipated level of capital requirements necessary to
fund its current operations raise substantial doubt about its
ability to continue as a going concern.

As reported by the TCR on Nov. 22, 2011, Encorium notified the
U.S. Securities and Exchange Commission that it could not file its
quarterly report on Form 10-Q for the fiscal quarter ended
Sept. 30, 2011, within the prescribed time period.


ENERGY CONVERSION: Noteholders Want Clark Hill Retention Vacated
----------------------------------------------------------------
The Ad Hoc Noteholder Consortium requests that the U.S. Bankruptcy
Court for the Eastern District of Michigan vacate the order
approving employment of Clark Hill PLC as counsel to the Official
ECD Creditors Sub-Committee of the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Energy Conversion Devices,
Inc., and United Solar Ovonic LLC, and deny the Clark Hill
retention application.

On May 8, 2012, the Court approved the retention of Clark Hill as
counsel for ECD Creditors Sub-Committee.

According to the Noteholder Consortium, the order dated April 20,
(i) authorized the retention of Foley Lardner LLP as counsel to
the Committee, and (ii) provided that the "ECD Creditors Sub-
Committee will have the right to retain independent special
conflicts counsel and other professionals to evaluate the conflict
and take any required action in the Chapter 11 cases, subject to
the usual retention requirements under the Bankruptcy Code.

The Noteholder Consortium noted that the order contemplated that
the special conflicts procedures will be enacted only in the
circumstance that a potential conflict between creditors of the
two Debtors has ripened into an actual conflict.

Notwithstanding the fact that no actual conflict has yet arisen,
the Committee elected to form the ECD Creditors Sub-Committee
stating that "the Committee has decided to form the ECD Creditors
Sub-Committee at this time, so that it will be in place and ready
to act as and when Actual Conflicts arise".

                       About Energy Conversion

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

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

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

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

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

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

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

The Debtors disclosed that they had canceled the auction of the
going concern sale of USO and discontinued the court-approved sale
process because of the failure to receive an acceptable qualified
bid by the bid deadline.  Quarton Partners, the companies'
investment banker, is continuing to work with prospective buyers
on alternative transactions.  In addition, the companies have
retained auction services provider Hilco Industrial to prepare for
an orderly sale of the companies' assets.


ENTRAVISION COMMUNICATIONS: Moody's Cuts Corp Family Rating to B2
-----------------------------------------------------------------
Moody's Investors Service downgraded Entravision Communications
Corporation's Corporate Family Rating (CFR) and Probability-of-
Default Rating (PDR) each to B2 from B1. Moody's also downgraded
the ratings on the Senior Secured 1st Lien Notes due 2017 to B2,
LGD4 -- 50% from B1, LGD4 -- 51%. The downgrades reflect revenue
and EBITDA declines for the TV and radio stations resulting in
sustained high debt-to-EBITDA ratios and minimal cushion to
financial covenants under its revolver agreement (in effect only
if drawn). These actions conclude Moody's review for downgrade of
the company's ratings, initiated on March 12, 2012. The rating
Outlook is Stable.

Downgrades:

Issuer: Entravision Communications Corporation

  Corporate Family Rating: Downgraded to B2 from B1

  Probability of Default Rating: Downgraded to B2 from B1

  Senior Secured 1st Lien Notes due 2017 (approximately $384
  million outstanding): Downgraded to B2, LGD4 -- 50% from B1,
  LGD4 -- 51%

Outlook Actions:

Issuer: Entravision Communications Corporation

    Outlook is Stable

Recent Events

On April 27, 2012, the company announced that Philip Wilkinson,
President and COO, resigned. He had been with the company since
1996, when Entravision was formed, and will remain a member of the
board. On April 30, the company announced that it would redeem an
additional $20 million of 8.75% senior secured 1st lien notes on
May 30, 2012 at 103% funded by cash on hand.

Ratings Rationale

Entravision's B2 corporate family rating reflects high leverage
with 2-year average debt-to-EBITDA of 6.6x as of March 31, 2012
(including Moody's standard adjustments, 5.8x net of cash
balances) reflecting below expected results including an 8%
decrease in LTM EBITDA. Due to underperformance compounded by a $5
million special dividend, free cash flow-to-debt was nominal at
less than 1% for LTM March 31, 2012. Looking forward, ratings
incorporate low single digit percentage growth in overall
revenues, driven primarily by the television segment, with
expected low to mid-single digit percentage EBITDA growth through
the end of 2012 supported by increasing demand for auto and retail
advertising with additional benefit from political ad demand as
well as higher retransmission revenues (reported net of reverse
compensation to Univision).

Ratings are supported by the company's leading position as a
provider of Spanish language television in faster growing Hispanic
markets, although there is longer term uncertainty given plans by
established broadcasters/networks to enter the attractive Spanish
language segment. Entravision benefits from lower operating
expenses given the majority of television and radio stations are
in the same markets and given its flexible cost structure compared
to most TV broadcasters since it shares advertising time with
Univision in lieu of fixed programming payments. The Univision
agreement results in lower revenue, but dampens the impact of
economic cyclicality on cash flow. Nevertheless, revenue and cash
flow are vulnerable to cyclical advertising spending, and
Entravision's high leverage affords minimal flexibility for
managing this risk. Despite current limitations on revolver
availability due to the 7.0x leverage test (measured only if there
are advances under the commitment), the company has adequate
liquidity with more than $30 million of balance sheet cash,
subtracting $20 million earmarked for debt prepayment in May 2012,
supplemented by positive annual free cash flow. Given the absence
of amortizing debt and assuming no acquisitions, Moody's expects
management will continue applying a portion of excess cash to
redeem notes as permitted under the indenture consistent with its
stated goal to reduce leverage to below 6.0x (management defined)
in the near term.

The stable outlook reflects Moody's expectation that the company
will grow consolidated revenue and EBITDA through FYE2012 and
improve leverage and coverage ratios as free cash flow is applied
to reduce debt balances consistent with management's stated
leverage targets. The outlook does not incorporate additional
special dividends over the rating horizon; however, it does
reflect Moody's expectation for the EBITDA cushion under financial
covenants of the revolver credit agreement to increase above the
current 2% - 3% level.

Ratings could be downgraded if an advertising downturn,
acquisitions, or cash distributions to shareholders results in 2-
year average debt-to-EBITDA ratios being sustained above 6.75x
(including Moody's standard adjustments) or free cash flow-to-debt
ratios being sustained below 1% to 2%. In addition, a material
change in the programming/advertising share arrangements with
Univision or the negative impact of heightened competition could
also lead to a downgrade. Weakened liquidity or expectations that
the company would not be able to comply with financial covenants,
to the extent applicable under the revolver commitment, would have
negative ratings implications. An upgrade is not likely given the
recent downgrade and current high debt-to-EBITDA ratios; however,
ratings could be upgraded if 2-year average debt-to-EBITDA ratios
are sustained below 5.25x (including Moody's standard adjustments)
and free cash flow-to-debt ratios are expected to remain above 6%
to 7%. Management would also need to provide assurances that the
company would maintain operating and financial policies that would
be consistent with the higher rating.

The principal methodology used in rating Entravision
Communications Corporation was the Global Broadcast and
Advertising Related Industies Methodology published in May 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Entravision Communications Corporation, headquartered in Santa
Monica, CA, is a diversified Spanish-language media company with
television and radio operations. Entravision owns or operates 53
primary television stations and is the largest affiliate group of
both the Univision television network and Univision's TeleFutura
network. The company also owns and operates a group of primarily
Spanish language radio stations, consisting of 48 stations in 17
U.S. markets. Univision owns 10% of Entravision's common stock on
a fully-diluted basis with limited voting rights. Since March
2009, the U.S. Department of Justice limits Univision's ownership
to no more than 10%. Revenues for the twelve months ended March
31, 2012, totaled $197 million with television operations
accounting for 68% of revenues and radio accounting for the
remainder.


FLINTKOTE CO: Imperial Tobacco Can't Appeal Interlocutory Order
---------------------------------------------------------------
Imperial Tobacco Canada Limited lost on a technicality in its
appeal from a bankruptcy court order that barred it from filing an
out-of-time proof of claim regarding its potential future demand
for contribution and indemnification in the Chapter 11 cases of
The Flintkote Company and Flintkote Mines Limited.

Delaware District Judge Leonard P. Stark said the Bankruptcy
Court's order was not yet final and an interlocutory review of the
Order is not warranted.  Judge Stark said ITCAN fails to present
exceptional circumstances justifying the need for immediate or
piecemeal review.  He said ITCAN will have an opportunity to show
that the Bankruptcy Court was in error should it choose to appeal
a final judgment of that court.

ITCAN took an appeal from portions of Bankruptcy Judge Judith K.
Fitzgerald's order dated Oct. 25, 2010, granting in part and
denying in part ITCAN's Amended Motion for Leave to File Out-of-
Time Proof of Claim.

The Bankruptcy Court had permitted ITCAN to file environmental
claims but not its alleged alter ego contribution and indemnity
claim against Flintkote.

Saying the Bankruptcy Court erred in its ruling with respect to
its potential future demand for contribution and indemnification,
ITCAN explained that, under the Third Circuit's previous Frenville
decision -- Avellino & Bienes v. M Frenville Co. (In re: M.
Frenville Co.), 744 F.2d 332 (3d Cir. 1984), and its "accrual
test" -- ITCAN -- an entity lacking any indemnity agreement with
the Debtors -- held no "claim" for alter ego contribution and
indemnity cognizable under 11 U.S.C. Section 101(5) that could be
filed.  According to ITCAN, under applicable state law, it would
simply have no claim or right to payment for contribution and
indemnity until such claim accrued under state law, that is, until
ITCAN suffered some loss or damage by the payment of the
underlying claim.

According to ITCAN, it was not until after the Third Circuit's
issuance of its decision on June 2, 2010, in Jeld-Wen, Inc. v. Van
Brunt (In re Grossman's Inc.) 607 F.3d 114 (3d Cir. 2010), that
ITCAN held a "claim" for bankruptcy purposes; prior to that
decision, ITCAN "held only a 'demand' for potential future payment
in the event it were ever determined to be Flintkote's alter ego."

ITCAN said "Grossman's did not merely address the allowability of
claims, but fundamentally redefined what constitutes a 'claim'
under the Bankruptcy Code" by its determination, "contrary to
conclusions reached in earlier decisions, [that] a party holds a
'claim' within the meaning of section 101(5) if it holds a
contingent cause of action, even if no payment obligation
currently exists."  Thus, "in broadening the definition of 'claim'
previously defined under Frenville, Grossman's effected a
substantial change in law that, on its face, gave rise to ITCAN's
right to file an out-of-time proof of claim."

Because the Bankruptcy Court, however, "fundamentally
misunderstood" the en bane decision, ITCAN argued the Bankruptcy
Court erred and abused its discretion by denying ITCAN's
subsequent request for leave to file an out-of-time proof of claim
regarding its potential future demand for contribution and
indemnification, in the event it is ever determined to be
Flintkote's alter ego.

The proponents to the bankruptcy-exit plan in the Debtors' cases
-- The Flintkote Company, Flintkote Mines Limited, the Official
Committee of Asbestos Personal Injury Claimants, and James J.
McMonagle, in his capacity as the Future Claimants Representative
-- objected, arguing that the Bankruptcy Court committed no error
or abuse of discretion and, further, that ITCAN's appeal must be
dismissed for lack of jurisdiction.  The Plan Proponents said
ITCAN has improperly appealed from an interlocutory order without
seeking leave to do so under 28 U.S.C. Sec. 158(a)(3).  The Order
is interlocutory "because it resolved only one aspect of ITCAN' s
proposed proof of claim against Flintkote's estate, and only a
fraction of the broader dispute between ITCAN and the Plan
Proponents."

Imperial Tobacco Canada Limited is represented by Stephen M.
Miller, Esq., and Eric John Monzo, Esq., at Morris James LLP.

The case before the District Court is IMPERIAL TOBACCO CANADA
LIMITED, Movant/Appellant, v. THE FLINTKOTE COMPANY, FLINTKOTE
MINES LIMITED, THE OFFICIAL COMMITTEE OF ASBESTOS PERSONAL INJURY
CLAIMANTS, and JAMES J. McMONAGLE, in his capacity as FUTURE
CLAIMANTS REPRESENTATIVE,1 Respondents/Appellees, Civ. No. 11-
00063-LPS.

A copy of Judge Stark's May 21, 2012 Memorandum Order is available
at http://is.gd/56oZbyfrom Leagle.com.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

When Flintkote Company filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.


FREEZE LLC: Liquidation Plan Confirmation Hearing Set for June 5
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on June 5, 2012, at 12:00 p.m., to consider the
confirmation of the First Amended Plan of Liquidation for Freeze
LLC, at al., and Amicus Wind Down Corporation, et al.

The Court set May 25, at 4:00 p.m., as the deadline for filing
ballots accepting or rejecting the Plan, and any objections and
evidence in opposition to the confirmation of the Plan.

June 1, at 12 p.m., will be the deadline for the Debtors to submit
(i) a brief in support of the confirmation of the plan if they
choose to file one; and (ii) a summary of the tabulation of
ballots received with respect to the Plan.

As reported in the Troubled Company Reporter on May 8, 2012,
according to the Disclosure Statement, the Plan provides for the
liquidation and distribution of the Debtors' remaining assets for
the benefit of certain Holders of Allowed Claims. Specifically,
Holders of Assumed Administrative Claims, DIP Claims, Other
Priority Claims, and Secured Credit Agreement Claims generally
will be paid in full in cash.

The Plan provides for these estimated recoveries:

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

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

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

                         PBGC's Objection

The Pension Benefit Guaranty Corporation, a United States
government agency, objects to the Debtors' Plan.

PBGC is the United States government agency that administers the
nation's pension plan termination insurance program pursuant to
Title IV of the Employee Retirement Income Security Act of 1974.
The program guarantees a secure, predictable retirement for more
than 44 million American workers.  PBGC's funds come from four
sources: insurance premiums paid by employers; assets in
terminated pension plans; recoveries from employers of terminated
plans; and investment income.

According to PBGC, the Plan fails to inform creditors of facts
that may affect the value of their claims and the confirmability
of the Debtors' Plan.  The primary focus of PBGC's objection is
the extremely broad discharges, releases, and exculpations that
the Debtors seek in the Plan.  The Disclosure Statement refers to
-- but does not explain -- the release and exculpation provisions
of the Plan of Liquidation.

                         About Freeze LLC

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

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


GMAC MORTGAGE: Servicer Rating Cut by Moody's
---------------------------------------------
Moody's has downgraded and maintained on review for possible
downgrade these servicer quality ("SQ") ratings of GMAC Mortgage,
LLC ("GMAC Mortgage"):

To SQ4+ from SQ3+ as a Primary Servicer of prime residential
mortgage

To SQ4 from SQ3 as a Primary Servicer of subprime residential
mortgage loans

To SQ4 from SQ3 as a Primary Servicer of second lien loans

To SQ4 from SQ3 as a Primary Servicer of HLTV residential
mortgage loans

To SQ4 from SQ3 as a Special Servicer

                    RATINGS RATIONALE

The downgrade is due to a decline in GMAC Mortgage's servicing
stability resulting from its corporate parent's (Residential
Capital Funding, LLC) May 14 filing for Ch.11 bankruptcy
protection.  The servicing stability assessment was reduced to
weak from below average.

Residential Capital Funding is pursuing a Section 363 Sale to
Fortress Investment Group LLC.  The proposed transaction with
Fortress would include the sale of substantially all of
Residential Capital Funding's assets, including its primary
mortgage servicing and master servicing businesses.  We believe
there is potential for servicing disruptions through the closing
of the transaction, as well as challenges during the eventual
integration of GMAC Mortgage and Nationstar, Fortress's other
servicing platform.

During the review period, Moody's will focus on GMAC Mortgage's
servicing performance and staff turnover, as well as the
bankruptcy court proceedings.

The previous rating action for GMAC Mortgage's SQ ratings
occurred on May 2, 2012.  At that time, Moody's placed all of the
company's SQ ratings on review for possible downgrade due to a
decline in GMAC Mortgage's servicing stability.

Moody's SQ ratings represent its view of a servicer's ability to
prevent or mitigate asset pool losses across changing markets.
The rating scale ranges from SQ1 (strong) to SQ5 (weak).  Where
appropriate, a "+" or "-" modifier will be appended to the
relevant rating to indicate a servicer's relative servicing
quality within a particular category.  Moody's servicer ratings
are differentiated in the marketplace by focusing on performance
management.  SQ ratings for U.S. residential mortgage servicers
incorporate assessments of delinquency transition rates,
foreclosure timeline management, loan cure rates, recoveries,
loan resolution outcomes, and REO management -- all critical
indicators of a servicer's ability to maximize returns from
mortgage portfolios.

Moody's servicer ratings also consider the company's ability to
maintain its focus on high quality servicing in an economic
downturn.  Servicing operations can be stressed by increasing the
number of delinquent loans while at the same time increasing the
need for liquidity.  The SQ rating reflects our expectation of
the impact that the servicing will have on the on-going credit
performance of the portfolio.  For this reason, Moody's monitors
SQ ratings based on periodic information provided by servicers
and conducts a formal re-evaluation of its servicer ratings
annually.

The methodology used in this rating was "Moody's Approach to
Rating Residential Mortgage Servicers" published in January 2001.
Please see the Credit Policy page on www.moodys.com for a copy of
this methodology.

Other factors used in this rating are described in "Updated
Moody's Servicer Quality Rating Scale and Definitions" published
in May 2005.

                           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, 2012.

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).


GRANITE DELLS: Wants Access to Arizona ECO's cash Collateral
------------------------------------------------------------
Granite Dells Ranch Holdings, asks the U.S. Bankruptcy Court for
the District of Arizona for authorization to use cash collateral
subject to alleged interest of Arizona ECO Development, LLC.

The Debtor says entry of an interim order approving cash use is
necessary due to the immediate and serious cash needs of the
Debtor and the Debtor's desire to initiate adequate protection
payments to AED prior to a date on which a final hearing can be
held on these matters.  The Debtor requires an immediate order of
the Court authorizing the Debtors to use cash collateral to pay
all of the Debtors' normal and ordinary operating expenses.

In addition to replacement liens and any equity cushion, the
Debtor proposes to make adequate protection payments to AED
totaling not less than $283,555 to AED through the July 2012
budget period.

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

                About Granite Dells Ranch Holdings

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

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

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

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


GREENFIELD RDA: S&P Affirms 'BB+' Ratings on Tax Allocation Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed Greenfield
Redevelopment Agency, Calif.'s tax allocation bonds (TABs)
from CreditWatch, where they had been placed with negative
implications Oct. 14, 2011. "At the same time, Standard & Poor's
affirmed its 'BB+' long-term and underlying ratings on the TABs.
The outlook is stable," S&P said.

"We base the removal from CreditWatch and affirmation of the TABs
on the agency's redemptions of bonds outstanding, which should
lower its annual debt service coverage in the near future," said
Standard & Poor's credit analyst Michael Stock.

The ratings reflect what S&P views as Greenfield Redevelopment
Agency's:

    Large cumulative decline in total project area assessed value
    (AV) of about 47% since fiscal 2008; and

    The project area's fiscal 2012 maximum annual debt service
    (MADS) coverage of 0.89x.

Mitigants to the include:

    The bonds have a cash-funded debt service reserve; and

    Annual debt service coverage was 1.1x-1.2x over the past two
    years.

"The series 2006 bonds are secured by a first lien on tax
increment revenues net of low and moderate income housing funds
with pass-through payments subordinated. About 20% of the proceeds
from the series 2002 bonds were used for qualified low-to-moderate
income housing projects. When combined with the series 2006 bonds,
about 10% of the combined bond proceeds were used for housing
purposes, allowing the pledge of a portion of tax increment
required to be set aside for low- and moderate-income housing,"
S&P said.

"Management has also reported its intention to purchase up to an
$8 million par amount of the agency's 2006 bonds from unspent bond
proceeds to reduce the debt service obligation. It has reported
that it has achieved more than $4 million in redemptions so far,"
S&P said.

"The stable outlook reflects our expectation that, over the next
year, AV will stabilize and that further bond redemptions will
continue to decrease debt service requirements. If AV continues to
decline at a pace much quicker than bond redemptions can lower
debt service requirements, we could lower the rating. If either
the bond buyback program or increases in AV stabilize MADS above
1x coverage, we could raise the rating," S&P said.

Greenfield Redevelopment Agency was established in 2000, on 693
acres in the center of the city of Greenfield. The project area
was amended in 2004, and now encompasses 893 acres, or about 82%
of the city. Greenfield (population 15,000) is in Salinas Valley,
about 37 miles south of the Salinas and 95 miles south of San
Jose, Calif.


GUNTHERS TRANSPORT: Owner Files for Chapter 11 Bankruptcy
---------------------------------------------------------
Jack Lambert at Baltimore Business Journal reports Mark David
Gunther Sr., owner of Gunthers Transport and Gunthers Leasing
Transport Inc., filed a Chapter 11 bankruptcy petition in U.S.
Bankruptcy Court on May 15, 2012.

According to the report, Dennis W. King, Esq., the attorney
representing Mr. Gunther in the bankruptcy, said the Chapter 11
filing was done "for other reasons" than the Federal Motor Carrier
Safety Administration's Nov. 8 order.

The agency closed Gunthers Transport after the company's drivers
allegedly exceeded the 11-hour daily driving limit.  The agency
said Mr. Gunthers "allowed its drivers to falsify their hours-of-
service records" and operated trucks in poor condition that
"substantially increased the likelihood of serious injury or death
to the motoring public."

The report notes an official with the U.S. Department of
Transportation said Gunthers Transport remains out of service.

The report relates Mr. King, a partner at Danoff & King P.A., in
Towson, Maryland, declined to elaborate on Mr. Gunther's reason
for the bankruptcy filing.  According to the report, Mr. King said
he plans to meet with Mr. Gunther in the next 90 to 120 days to
discuss his client's plans.

In the petition, Mr. Gunther listed more than $3.3 million in
unpaid debts.  Mr. Gunther owes $1.2 million to the IRS, as well
as more than $700,000 to Baltimore's First Mariner Bank and
$650,000 to Sandy Spring Bank.  The debts are "primarily business
debts".

The report notes Mr. Gunther listed more than $3.6 million in
assets, which include co-ownership of Pats Paving & Trucking at
7443 Shipley Ave. in Hanover, as well as property at 7457 Shipley
Ave. and 7466 Railroad Ave., both in Hanover.

The report recounts Gunthers Leasing Transport filed for
bankruptcy protection in 1997 after a civil jury found the company
negligent in an accident that killed one person and injured seven.
Mr. Gunther served 30 months in federal prison.


H&M OIL: Seeks Approval of $5 Million Loan From Scattered Corp.
---------------------------------------------------------------
H&M Oil and Gas LLC and Anglo-American Petroleum Corporation seek
Bankruptcy Court permission to obtain postpetition financing from
Scattered Corporation.

H&M seeks to borrow from Scattered Corp. on a final basis up to
the aggregate sum of $5.075 million -- of which $2.5 million  will
be on an interim basis.

According to papers filed by H&M in court, the purpose of the
borrowing is to provide the Debtor with badly needed "working
capital and for other general purposes."  The Debtors pointed out
that (i) over the course of the next 90 days, H&M is contractually
obligated to undertake drilling at sites located in Martin County,
Texas; (ii) concerns regarding the Debtors? ability to obtain
credit from suppliers, and (iii) the lack of operating capital.
If H&M does not undertake such drilling activities, leases held by
H&M in Martin County, Texas will terminate.

The Debtors also said they are currently drafting a plan of
reorganization based upon the infusion of new capital.  The
Scattered Corp. loan is in the best interest of creditors of the
bankruptcy estate.

The loan will incur interest at 7% per annum.  H&M and AAPC will
also be responsible for Scattered Corp.'s fees, which are
estimated at $20,000.

Interest payments will be paid by the Debtors commencing 30 days
following the advances and every 30 days thereafter.  The unpaid
balance due under the loans will be payable upon the earlier of
(a) June 30, 2013; (b) the effective date of a Chapter 11 plan or
(c) an event of default as defined in the agreement.

Chicago-based Scattered Corp. provides stock trading services.  It
offers security arbitrage services to bankrupt corporations.

Pursuant to the loan agreement, Scattered Corp. will be granted a
priority lien and secured claim upon all of the Debtors? property,
except proceeds from estate causes of action under Sections 542
though 553 of the Bankruptcy Code.

The liens granted to the Lender will be subject (1) the secured
claims of Prospect Capital Corporation; (2) fees payable under 28
U.S.C. Sec. 1930 and interest thereon; and (3) allowed fees and
expenses for the professionals retained by the Debtor and approved
by the Bankruptcy Code.

                        About H&M Oil & Gas

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.
Each of the Debtors estimated assets and debts of $50 million to
$100 million.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.

The Debtors have only one secured creditor -- Prospect Capital
Corporation -- and no priority creditors.  The Debtors? unsecured
debts consist of trade debt.  Prospect is represented in the case
by:

          Timothy A. Davidson II, Esq.
          Joseph P. Rovira, Esq.
          ANDREWS KURTH LLP
          600 Travis, Ste. 4200
          Houston, TX 77002-2929
          E-mail: taddavidson@andrewskurth.com
                  josephrovira@andrewskurth.com


H&M OIL: Hearing Today on Cash Collateral Use, Trustee Appointment
------------------------------------------------------------------
H&M Oil and Gas LLC and Anglo-American Petroleum Corporation will
return to the Bankruptcy Court in Dallas, Texas, today, May 23,
for a showdown with Prospect Capital Corp. regarding the parties'
dispute over:

     -- Prospect's request to lift the automatic stay so it may
        initiate foreclosure and its separate bid for appointment
        of a Chapter 11 trustee to oversee the Debtors' estates;
        and

     -- H&M's request to use proceeds generated from its oil and
        gas related activities to pay for costs and expenses while
        in Chapter 11.

The Court hearing is set for 9:15 a.m.

H&M said that over the course of the next 90 days, it is
contractually obligated to undertake drilling at sites located in
various counties in Texas.  H&M said if it does not undertake the
drilling activities, the leases it held in those counties may be
terminated.

According to the Debtors, the use of cash collateral does not
include any prepetition expenses, payment of H&M's professionals
or other expenses which "are not absolutely necessary for the
continued operation of H&M's business pending confirmation of a
Chapter 11 Plan."

Prospect is the Debtors' lone secured creditor.  The Debtors don't
have priority creditors.

H&M said Prospect may have a perfected security interest in the
Debtors' oil and gas producing assets and related proceeds.  H&M
noted, however, that, at present, it has not conducted sufficient
analysis to determine whether Prospect holds a cash collateral
interest as a result of whatever efforts Prospect has undertaken
to perfect its liens.

H&M believes and asserts that, to the extent of any interest held
by Prospect in funds generated from oil and gas related
activities, the interest is adequately protected and will not be
diminished as a result of the use of cash collateral.

H&M also proposed that Prospect's alleged lien on postpetition
collateral be subordinated to a carve-out for fees payable to the
U.S. Trustee pursuant to 28 U.S.C. Sec. 1930(a)(60); and fees
payable to Lain Falkner of up to $30,000 for the first month,
$20,000 for the second month and $15,000 for the third month.

Prospect, claiming to hold a security interest in substantially
all of the Debtor's assets, objected to the use of its cash
collateral.  Prospect said H&M is in default under the parties'
prepetition loan for over $88.8 million.

Prospect had said the bankruptcy was filed in "bad faith."

The Debtor's interests in the oil and gas leases were posted for
foreclosure by Prospect prior to the bankruptcy filing.  The
Debtors received notice of the foreclosure sale on April 9.  The
foreclosure sale was set for May 1.

Prospect said in the weeks leading up to the foreclosure sale, the
creditor's counsel was discussing H&M's cash needs and a potential
forbearance with H&M's counsel.  However, H&M never approached
Prospect about the consensual use of cash collateral "as is common
in situations where a company knows it may need to file Chapter
11."

Prospect said it has provided H&M with a draft interim agreed
order that would have allowed the Debtor to use cash collateral
while also adequately protecting Prospect's interests.  H&M,
however, refused to agree to the Interim Order without providing
any reasonable justification, with the Debtor's counsel insisting
on, among other things, a carve out for his fees.

Prospect wants the Debtor's Cash Collateral Motion denied because
the Debtor has not and cannot establish that Prospect's interests
are adequately protected.

Prospect also disputed a $257 million valuation of the Debtor's
assets prepared by H.J. Gruy's and Associates Inc., saying the
vast majority of the value is based on proved undeveloped
reserves, which are wholly dependent on significant capital
contributions and successful operations before value can be
realized.  Prospect said the more appropriate valuation is the one
by Dean Swick, which resulted in a value of $33.9 million.
Prospect also noted the Debtor received a letter of intent from an
unrelated third party indicating a value of roughly $45.4 million
for the oil and gas properties.

These values leave Prospect substantially undersecured and with no
equity cushion to serve as adequate protection even in the
Debtor's best-case scenario, the creditor said.

Prospect also called a $5 million DIP loan from Scattered
Corporation a mere "band aid" fix for the continuous drilling
obligations under the oil and gas leases, and only causes
additional delay with no bankruptcy exit in sight.

Prospect said its position regarding its lack of consent to the
use of cash collateral may change if (i) a Chapter 11 trustee is
appointed, and (ii) Prospect believes that its interests are
adequately protected.

                        About H&M Oil & Gas

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.
Each of the Debtors estimated assets and debts of $50 million to
$100 million.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.

Prospect Capital Corporation, the Debtors' lone secured creditor,
is represented in the case by Timothy A. Davidson II, Esq., and
Joseph P. Rovira, Esq., at Andrews Kurth LLP.


H&M OIL: Schedules Filing Deadline Extended to May 31
-----------------------------------------------------
H&M Oil & Gas, LLC, won an extension through May 31, 2012, of the
deadline to file its schedules of assets and liabilities, and
statement of financial affairs.

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.
Each of the Debtors estimated assets and debts of $50 million to
$100 million.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.

Prospect Capital Corporation, the Debtors' lone secured creditor,
is represented in the case by Timothy A. Davidson II, Esq., and
Joseph P. Rovira, Esq., at Andrews Kurth LLP.


H&M OIL: Sec. 341(a) Creditors' Meeting Set for June 6
------------------------------------------------------
The U.S. Trustee in Dallas, Texas, will convene a Meeting of
Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of
H&M Oil & Gas, LLC, on June 6, 2012, at 11:30 a.m. at Dallas, Room
976.

Proofs of claim are due in the case by Sept. 4, 2012.

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.
Each of the Debtors estimated assets and debts of $50 million to
$100 million.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.  The Debtors are
represented by Keith William Harvey, Esq., at Anderson Tobin PLLC,
in Dallas.

Prospect Capital Corporation, the Debtors' lone secured creditor,
is represented in the case by Timothy A. Davidson II, Esq., and
Joseph P. Rovira, Esq., at Andrews Kurth LLP.


H&M OIL: Hiring Anderson Tobin as Chapter 11 Counsel
----------------------------------------------------
H&M Oil and Gas, LLC, and Anglo-American Petroleum Corporation
filed formal applications with the Bankruptcy Court seeking
approval of their engagement of Anderson Tobin, PLLC, as Chapter
11 counsel.

The Debtors said complex questions and issues potentially will
arise in the case, and the Debtors will need to quickly and
efficiently respond thereto or take the appropriate action during
the Chapter 11 process.  Due to the breadth of practice
disciplines and expertise within Anderson Tobin, the Debtors
believe that the firm has the ability to ably assist the Debtors
in the cases.

To the best of Debtors' knowledge and belief, Anderson Tobin and
its professionals neither hold nor represent any interest adverse
to the Debtors in connection with the Chapter 11 cases, and
Anderson Tobin is a "disinterested person," as such term is
defined in Sec. 101(14) of the Bankruptcy Code.

The Debtors propose to pay the firm at its customary hourly rates.
The firm's personnel who will primarily work on the case are:

          Keith W. Harvey, Esq.
          Aaron Z. Tobin, Esq.
          Kendal B. Reed
          ANDERSON TOBIN, PLLC
          One Galleria Tower
          13355 Noel Road, Suite 1900
          Dallas, TX 75240
          Telephone: (972) 789-1160
          Facsimile: (972) 789-1606
          E-mail: harvey@keithharveylaw.com
                  atobin@andersontobin.com
                  kreed@andersontobin.com

                        About H&M Oil & Gas

H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on
April 30, 2012.  Another entity, Anglo-American Petroleum Corp.
(Case No. 12-32786) simultaneously filed for Chapter 11.
Each of the Debtors estimated assets and debts of $50 million to
$100 million.

H&M Oil & Gas is an oil and gas production and development
company.  H&M, through its operating company, H&M Resources LLC,
is focused on developing its leases in the Permian basin and Texas
panhandle.  Dallas, Texas-based Anglo-American Petroleum --
http://www.angloamericanpetroleum.com/-- is the holding
corporation for H&M Oil.

Judge Barbara J. Houser presides over the case.

Prospect Capital Corporation, the Debtors' lone secured creditor,
is represented in the case by Timothy A. Davidson II, Esq., and
Joseph P. Rovira, Esq., at Andrews Kurth LLP.


HARRISON, NJ: Moody's Upgrades Long-Term GO Rating to 'Ba2'
-----------------------------------------------------------
Moody's Investors Service has upgraded the Town of Harrison's (NJ)
long-term general obligation rating to Ba2 from Ba3, affecting
$23.9 million of outstanding parity debt. The outlook is stable.
This action concludes Moody's review for upgrade of the town's GO
rating, which began on March 16, 2012.

Summary Ratings Rationale

The upgrade to Ba2 from Ba3 reflects several positive developments
for the town, including demonstrated market access for its 2012
Tax Anticipation Note (TAN), which provides cash flow for its
operations, including for debt service. The town sold the TAN on
April 27, 2012 through a negotiated sale. The town also receives
additional, although limited, financial support from the State of
New Jersey (GO rated Aa3) and has been admitted into the New
Jersey Qualified Bond Program.

Incorporated into the Ba2 rating and stable outlook is the
continued near-term uncertainty regarding $1.2 million of
anticipated property tax payment, net of a reserve for delinquent
taxes, from the town's largest tax payer, Red Bull Arena. Although
a recent court ruling requires the Red Bull Arena to pay current
and delinquent property taxes, the arena has not made payment.

The stable outlook also reflects structural improvements to
financial operations evidenced by a fiscal 2012 budget that
balances sharply escalated debt service with higher recurring
property tax revenues and lower expenditures.

STRENGTHS

-Demonstrated support from state for cash flow financing efforts

-Recent structural improvements to financial operations

-Additional financial flexibility afforded by a levy cap bank of
$2.25 million

CHALLENGES

-Delinquent property taxes from largest tax payer, Red Bull Arena

-Enterprise and development-related risk

-Significant debt with high annual debt service

-Market access risk arising from the continued reliance on cash-
flow notes to fund operations

-Low Current Fund balance

Outlook

The stable outlook reflects structurally improved financial
operations and a levy cap bank of $2.25 million that offset
uncertainties surrounding the realization of anticipated Red Bull
property tax revenue.

WHAT COULD MOVE THE RATING UP:

* Collection of delinquent and current property tax payments from
Red Bull Arena

* Maintenance of additional financial flexibility in the forms of
substantial levy cap bank or liquid reserves

* Continued collection of historical and projected developer
PILOT payments and reimbursements

* Structurally balanced financial operations

* Improved financial operations with growth in Current Fund
balance and reduced reliance on cash flow borrowing

WHAT COULD MOVE THE RATING DOWN:

* Limited future market access for cash flow borrowing or
increased cash flow borrowing in relation to the budget

* Inability to adequately manage failed collection of Red Bull
property tax revenue

* Weakened financial operations

* Future debt issuances that materially increase the town's debt
burden

* Further deterioration of the town's tax base

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


HAWKER BEECHCRAFT: Wants Curtis Mallet as Conflicts Counsel
-----------------------------------------------------------
Hawker Beechcraft, Inc., et al., ask for permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel,
nunc pro tunc to the Petition Date.

Curtis Mallet-Prevost will, among other things:

  (a) advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their businesses and properties;

  (b) attend meetings and negotiate with representatives of
      creditors and other parties in interest;

  (c) take necessary action to protect and preserve the Debtors'
      estates, including prosecuting actions on the Debtors'
      behalf, defending any action commenced against the Debtors
      and representing the Debtors' interests in negotiations
      concerning litigation in which the Debtors are involved,
      including objections to claims filed against the estates;
      and

  (d) prepare motions, applications, answers, orders, appeals,
      reports, and papers necessary to the administration of the
      Debtors' estates.

Curtis Mallet-Prevost will charge the Debtors these hourly rates:

               Partners                     $730-$830
               Counsel                      $510-$625
               Associates                   $300-$590
               Paraprofessionals            $190-$230
               Managing Clerks                 $450
               Other Support Personnel       $55-$325

The Debtors are also filing an application to retain and employ
Kirkland & Ellis LLP as their lead attorneys in the Chapter 11
cases.  K&E is not aware of any current conflict matters but is
aware of certain potential conflicts of interest.  The Debtors
seek to employ and retain Curtis Mallet-Prevost to handle matters
that are not appropriately handled by K&E or other counsel to the
Debtors, because of actual or potential conflict of interest
issues which may arise or, alternatively, matters which the
Debtors, K&E, or other counsel to the Debtors request be handled
by Curtis Mallet-Prevost.  K&E and Curtis Mallet-Prevost will
coordinate their efforts and function cohesively to ensure that
the legal services provided to the Debtors by each firm are not
duplicative.

Steven J. Reisman, Esq., a member of Curtis Mallet-Prevost,
attests to the Court that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Hawker Beechcraft

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

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

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

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

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HAWKER BEECHCRAFT: Taps Kirkland & Ellis as Attorneys
-----------------------------------------------------
Hawker Beechcraft, Inc., et al., seek authorization from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Kirkland & Ellis LLP as their attorneys effective nunc pro tunc to
the Petition Date.

K&E will, among other things:

   a. advise the Debtors with respect to their powers and duties
      as debtors in possession in the continued management and
      operation of their businesses and properties;

   b. advise and consult on the conduct of the Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

   c. attend meetings and negotiate with representatives of
      creditors and other parties in interest; and

   d. take all necessary actions to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against the
      Debtors, and representing the Debtors in negotiations
      concerning litigation in which the Debtors are involved,
      including objections to claims filed against the Debtors'
      estates.

K&E will charge the Debtors these hourly rates:

              Partners              $670-$1,045
              Of Counsel            $560-$1,045
              Associates            $370-$750
              Paraprofessionals     $150-$320

These professionals presently are expected to have primary
responsibility for providing services to the Debtors: James H.M.
Sprayregen ($1,045), Paul M. Basta ($1,045), Patrick J. Nash, Jr.
($975), and Ross M. Kwasteniet ($795).

Paul M. Basta, Esq., a partner at K&E, attests to the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The Debtors also are seeking to retain and employ Curtis, Mallet-
Prevost, Colt & Mosle LLP as conflicts counsel.  K&E and Curtis
Mallet-Prevost will coordinate their efforts and function
cohesively to ensure that the legal services provided to the
Debtors by each firm are not duplicative.

                     About Hawker Beechcraft

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

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

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

Hawker's financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Curtis, Mallet-
Prevost, Colt & Mosle LLP is Hawker's conflicts counsel.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HAWKER BEECHCRAFT: Wants Perella Weinberg as Investment Banker
--------------------------------------------------------------
Hawker Beechcraft, Inc., et al., seek permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Perella Weinberg Partners LP as investment banker and financial
advisors for the Debtors, nunc pro tunc to the Petition Date.

PWP will, among other things provide the Debtors:

  (a) general advisory and investment banking services,

  (b) restructuring services, and

  (c) pension-related services.

PWP will be paid:

  (1) an initial prorated monthly fee of $175,000;

  (2) beginning upon the first day of the month following payment
      of the Initial Fee, and the first day of every month
      thereafter during the term of PWP's engagement, an advance
      monthly fee of $175,000 per month;

  (3) upon the completion of any restructuring, a fee of
      $10 million in cash; and

  (4) upon the completion of any sale, a cash fee equal to the
      greater of: (i) $10 million or (ii) .65% of the transaction
      value.

Michael Kramer, a partner at PWP, attests to the Court that the
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                     About Hawker Beechcraft

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

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

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

Hawker's financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Curtis, Mallet-
Prevost, Colt & Mosle LLP is Hawker's conflicts counsel.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HEALTHCARE PARTNERS: Moody's Reviews 'Ba2' CFR/PDR for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the Ba2 Corporate Family and
Probability of Default Ratings of HealthCare Partners LLC, Inc.'s
("HCP") under review for downgrade. Concurrently, Moody's also
placed the Ba1 ratings on HCP's senior secured credit facilities
under review for downgrade.

The rating action is prompted by the announcement that HCP has
agreed to be purchased by DaVita Inc. for approximately $4.4
billion resulting in a higher debt leverage. The transaction is
expected to be funded with about $3.8 billion in debt and a
combination of cash and DaVita stock (estimated value of about
$758 million).

The following ratings were placed under review for downgrade:

Corporate Family Rating, Ba2;

Probability of Default Rating, Ba2;

$585 million (face value) term loan, Ba1;

$15 million revolving credit facility, Ba1.

Ratings Rationale

Moody's review will focus on the business strategy and ultimate
capital structure of the post transaction entity. Moody's notes
that HCP's $585 million term loan is expected to be terminated at
the close of the transaction. Should the transaction not close as
planned, HCP's CFR could be taken off review and reinstated at
Ba2.

The principal methodology used in rating Healthcare Partners was
the Global Healthcare Service Provider 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.

Healthcare Partners, LLC ("HCP"), headquartered in Torrance,
California, is a multi-specialty provider organization employing
over 700 physicians in California, Florida and Nevada in addition
to contracting with more than 7,200 physicians. The company's
revenues are derived primarily by contracting with HMO's under a
capitated (prepaid), delegate model.


HERCULES OFFSHORE: Three Directors Elected at Annual Meeting
------------------------------------------------------------
Hercules Offshroe, Inc., held its annual meeting on May 15, 2012.
At the annual meeting, stockholders, among other things:

   (1) elected Suzanne V. Bear, John T. Rynd, and Steven A.
       Webster as Class I directors for three-year term;

   (2) voted against approval, on an advisory basis, of the
       compensation of the Company's named executive officers;

   (3) approved the amendment of the Certificate of Incorporation
       to increase the number of authorized shares of common stock
       from 200,000,000 to 300,000,000 shares; and

   (4) ratified the appointment of Ernst & Young LLP as
       independent registered public accounting firm for the
       Company for the year ending Dec. 31, 2012.

In response to requests from certain of its stockholders, the
Company's board of directors considered certain modifications to
its executive compensation program at its meeting on May 15, 2012.
Specifically, the Board considered (i) implementing of relative
performance metrics to determine awards under the Company's long-
term incentive plan, (ii) discontinuing the use of the same
performance metrics under both the long-term and short-term
incentive plans to determine awards, (iii) increasing the
performance period under the Company's short-term incentive plan
from six months to at least one year, and (iv) increasing the
performance period of performance awards under the Company's long-
term incentive plan to at least three years.  The Board was
supportive of each of these modifications and intends to further
consider incorporating them into the Company's compensation
program.

                     About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of
$91.73 million in 2009.

The Company's balance sheet at March 31, 2012, showed $2.04
billion in total assets, $1.07 billion in total liabilities and
$966.52 million in stockholders' equity.

                           *     *     *

The Troubled Company Reported said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings
Services revised its outlook on Houston-based Hercules Offshore
Inc. to stable from negative and affirmed its 'B-' corporate
credit rating on the company.  "The rating on the company's senior
secured credit facility remains 'B-' (the same as the corporate
credit rating on the company) with a recovery rating of '3',
indicating our expectation of a meaningful (50% to 70%) recovery
in the event of payment default," S&P said.

"Our ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry. The ratings also
incorporate our expectation that day rates and utilization for the
company's jack-up rigs in the U.S. Gulf of Mexico will remain
robust throughout 2012. Moreover, we expect the company's domestic
offshore operations will provide the majority of EBITDA generation
in 2012, since its international offshore segment will perform
more weakly compared with 2011 due to lower contract renewal day
rates reflecting current market conditions. The ratings also
incorporate the company's geographic and product diversification
(provided by the its liftboat segments) and adequate liquidity, as
well as the risks associated with the Securities and Exchange
Commission's investigation into possible violations of securities
law, including possible violations of the Foreign Corrupt
Practices Act. The company is also the subject of a review by the
U.S. Department of Justice (DOJ)," S&P said.


HOSPITAL AUTHORITY OF CHARLTON: May 29 Showdown With U.S. Trustee
-----------------------------------------------------------------
Bankruptcy Judge John S. Dalis will convene a hearing May 29 at
12:00 p.m. to consider whether to dismiss the Chapter 9 bankruptcy
petition of Hospital Authority of Charlton County, Georgia, or
convert the Chapter 9 case to one under Chapter 11 of the
Bankruptcy Code.

The Hospital Authority seeks Chapter 11 conversion of the case.

The U.S. Trustee wants the case dismissed, arguing that pursuant
to Ga. Code Ann. Sec. 36-80-5, neither the Hospital Authority nor
its agents have the authority to commence a case under any chapter
of the Bankruptcy Code.

Trial Attorney Joel Paschke, Esq., on behalf of Donald F. Walton,
the U.S. Trustee for Region 21, argued that:

     -- no statute in Chapter 9 of the Bankruptcy Code allows for
        conversion of a case from Chapter 9 to any other chapter
        under the Code.  There is no statutory basis for the
        Debtor's motion to convert;

     -- only a "person" may be a debtor under chapter 11 of the
        Bankruptcy Code, citing 11 U.S.C. Sections 109(b) and (d),
        and the term "person" does not include a "governmental
        unit" like the Hospital Authority;

     -- much like a corporation, the Debtor is a creature of state
        law, and state law determines whether the Debtor, or the
        agents constituting its governing body, have the necessary
        authority to commence a bankruptcy case, citing In re
        Arkco Properties, Inc., 207 B.R. 624, 627-31 (Bankr. E.D.
        Ark. 1997) (absent authorization to file the petition at
        issue from the Debtor corporation's board of directors,
        Chapter 11 filing was invalid and had to be dismissed).

Meanwhile, the Hospital Authority was due to file its schedules of
assets and liabilities and statement of financial affairs with the
Court on May 21.

               About Hospital Authority of Charlton

Hospital Authority of Charlton County, Georgia, filed a Chapter 9
petition (Bankr. S.D. Ga. Case No. 12-50305) in Waycross, Georgia,
on April 30, 2012, estimating assets of $10 million to $50 million
and debts of up to $10 million.

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

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

Bankruptcy Judge John S. Dalis oversees the case.  C. James
McCallar, Jr., Esq., at McCallar Law Firm, serves as the Debtor's
counsel.


HOSPITAL AUTHORITY OF CHARLTON: Can Hire McCallar as Counsel
------------------------------------------------------------
The Hospital Authority of Charlton County, Georgia, sought and
obtained permission from the Bankruptcy Court to employ the
McCallar Law Firm as Chapter 11 counsel.

C. James McCallar, Jr., Esq., charges $325 an hour for his
services while Tiffany E. Caron, Esq., charges $250 an hour.

Ms. Caron attests that her firm and its attorneys have no interest
adverse to the Debtor or the estate and their employment would be
in the best interest of the estate.  The firm has not performed
legal services for the Debtor prior to the bankruptcy.

               About Hospital Authority of Charlton

Hospital Authority of Charlton County, Georgia, filed a Chapter 9
petition (Bankr. S.D. Ga. Case No. 12-50305) in Waycross, Georgia,
on April 30, 2012, estimating assets of $10 million to $50 million
and debts of up to $10 million.

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

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

Bankruptcy Judge John S. Dalis oversees the case.


HOSPITAL AUTHORITY OF CHARLTON: Taps Thomas & Settle as Counsel
---------------------------------------------------------------
The Hospital Authority of Charlton County, Georgia, won authority
to employ Ronald B. Thomas, Esq., and the law firm of Thomas &
Settle as counsel.

The Debtor noted it has sought conversion of its Chapter 9
petition to one under Chapter 11 of the Bankruptcy Code.  The
Debtor said it selected Mr. Thomas based on his experience in
Chapter 11 matters and experience with the type of litigation
likely to evolve in the Chapter 11 case.

Mr. Thomas charges $300 an hour.

Mr. Thomas attests that he has no interest adverse to the Debtor
or the estate.

               About Hospital Authority of Charlton

Hospital Authority of Charlton County, Georgia, filed a Chapter 9
petition (Bankr. S.D. Ga. Case No. 12-50305) in Waycross, Georgia,
on April 30, 2012, estimating assets of $10 million to $50 million
and debts of up to $10 million.

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

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

Bankruptcy Judge John S. Dalis oversees the case.  C. James
McCallar, Jr., Esq., at McCallar Law Firm, serves as the Debtor's
counsel.


HOSTESS BRANDS: DIP Order Amended For Third Time
------------------------------------------------
Hostess Brands, Inc., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York, to authorize, for the third
time, the amendment to the final order dated Feb. 3, 2012,
authorizing the Debtors to (a) obtain postpetition financing, and
(b) utilize cash collateral.

The Debtors, the Official Committee of Unsecured Creditors and the
Prepetition Secured Parties had engaged in discussions and agreed
to amend the Final DIP order.

Pursuant to the agreement, the first sentence of paragraph 21 of
the final DIP order will be further amended to read as:

     The stipulation provides that the Final Order will be binding
     on all parties-in-interest, including, without limitation,
     the Debtors and the Creditors' Committee, unless, and solely
     to the extent that an adversary proceeding or other contested
     matter has been commenced by the Debtors (or the Creditors'
     Committee, if they have been granted standing to do so) on
     behalf of the Debtors' estates against the Prepetition
     Secured Parties in connection with any matter related to the
     Existing Agreements, the Indenture or the Prepetition
     Collateral, in each case by no later July 23, 2012, provided,
     however, that the stipulations and admissions contained in
     paragraph 6(b) with respect to the Revolving Priority
     Collateral will be binding on all parties-in-interest upon
     entry of the Second Amendment Order.

In all other respects, the Final DIP order remains the same.

The Debtors have said that the up to $75 million of secured DIP
term loan facility and access to cash collateral are necessary to
meet ongoing working capital and general business needs.  The
initial DIP lenders are Silver Point, Monarch Alternative Capital,
LP, Gannett Peak CLO I, Ltd. and Credit Value Partners, LP.  The
DIP facility will mature within the first anniversary of the
closing date.

                        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.


HOUGHTON MIFFLIN: To Seek Plan Confirmation on June 21
------------------------------------------------------
Educational publisher Houghton Mifflin Harcourt Publishing Co. and
its affiliates began a prepackaged Chapter 11 reorganization
(Bankr. S.D.N.Y. Lead Case No. 12-12171) on May 21 in Manhattan to
carry out an agreement where senior secured creditors will swap
debt for ownership.

A first day hearing before Judge Robert Gerber was held May 22.
The judge granted interim approval to the first day motions,
including requests to obtain DIP financing.

Lenders led by Citibank N.A., as administrative agent, are
providing a term loan in the principal amount of up to $250
million and a revolving credit facility also in the amount of $250
million.  The $500 million of DIP financing will convert to exit
financing.  The proceeds of the loans will be used to refinance
the prepetition receivables facility, pay vendors and suppliers
while minimizing disruption to day-to-day operations, fund
restructuring costs and necessary capital expenditures, satisfy
working capital and operational needs, and make the adequate
protection payments.

Judge Gerber has entered an order scheduling a combined hearing on
the disclosure statement and the Chapter 11 plan on June 21, 2012,
at 9:45 a.m. (EST).  Objections to confirmation are due June 11,
2012.

William F. Bayers, executive vice president and general counsel,
relates in a court filing, "The global financial crisis over the
past several years has negatively affected the Debtors' recent
financial performance. The Debtors' business depends largely on
state and local funding and the recession-driven decreases in
state spending as well as significant purchase deferrals in key
states and territories resulted in material reductions in the
overall size of the Debtors' key K-12 market. Lack of anticipated
federal stimulus support also contributed to the Debtors'
substantial revenue decline."

The Company in March 2010 implemented an out-of-court
restructuring where first-lien lenders received about 90% of the
stock in exchange for $2 billion in debt.  Mezzanine lenders, owed
$2 billion at the time, received 10% of the stock plus warrants
for 12.5%.  The workout two years ago proved insufficient.

After months of good faith, arm's length negotiations among the
Debtors and the informal group of holders of secured notes and
their respective advisors, on May 10, 2012, the parties reached an
agreement on the terms of a restructuring to completely delever
the Debtors' balance sheet.

For 2011 combined revenue and adjusted EBITDA for the Company was
$1.295 billion and $238 million, respectively.

During the first 30 days of the Chapter 11 case, the Debtors
expect $57 million in cash receipts and $147 million in cash
disbursements.

The Debtor disclosed assets of $2.68 billion and debt totaling
$3.535 billion as of the Chapter 11 filing.  Citigroup is agent to
a $235.8 million revolving credit facility that matures December
2013 and a $2.57 billion term loan that matures June 2014.  The
Debtors also owe $300 million under 8-year 10.5% notes that mature
June 1, 2019.  There's also $26.8 million outstanding under
letters of credit issued by Wells Fargo Bank, N.A.

                        The Chapter 11 Plan

The prepackaged Chapter 11 plan provides for these terms:

    * Holders of the $2.59 billion term loan and $314.9 million
      in 10.5% secured notes will receive most of the new
      stock plus $30.3 million cash.  The senior creditors are
      estimated to have a 54.4% recovery.

    * Holders of letter credit facility in the amount of
      $26.83 million is unimpaired and will recover 100%.

    * Holders of general unsecured claims will receive full
      payment in cash plus postpetition interest.  The 6,000
      vendors with $125 million in claims, the authors, other
      publishers, and agents owed $30 million for royalties are
      unimpaired under the Plan and will have a 100% recovery.

    * Existing shareholders will receive warrants for 5% of
      the new stock if they vote in favor of the plan.  They
      will receive 7-year warrants for 5% of the stock
      exercisable at a price equivalent to a $3.1 billion
      equity value for the reorganized company.

A copy of the Prepackaged Plan is available for free at:

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

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

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

Only secured lenders and shareholders are entitled to vote on the
Plan.  The solicitation of votes began on May 11 and will continue
until June 11.  Already, holders of 90.3% of the secured debt and
the notes have voted in favor of the plan, as have holders of 76%
of the stock.  The Debtors did not receive any ballots rejecting
the Plan.

Assuming that the Court approves the Disclosure Statement and
confirms the Plan on the schedule requested by the Debtors, the
Debtors would seek to emerge from chapter 11 within approximately
one month of the Petition Date.

                             About HMH

Houghton Mifflin Harcourt Publishers Inc., headquartered in
Boston, Massachusetts, is one of the three largest U.S. education
publishers focusing on the K-12 market with roughly $1.3 billion
of revenue for fiscal year ended December 2011.

The company as currently constituted took life in late 2006 when
HM Rivergroup acquired Houghton Mifflin Holding Co. Inc.  In
2007 the company acquired assets of Harcourt Education Inc. from
Reed Elsevier Plc.

HMH is the presently the leading provider, with an estimated
addressable market share of over 41%, of educational content,
technology and professional services to the elementary and
secondary school market in the United States, including a full
range of comprehensive curriculum, supplemental and service
offerings.

HMH employs 3,300 employees nationwide -- 3,275 of which are full
time employees.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has been tapped as
bankruptcy counsel.  Blackstone Advisory Services, LP, is the
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.


HOUGHTON MIFFLIN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Houghton Mifflin Harcourt Publishing Company
        222 Berkeley Street
        Boston, MA 02116

Bankruptcy Case No.: 12- 12171

Affiliates that simultaneously filed Chapter 11 petitions:

Debtor                                      Case No.
------                                      --------
Houghton Mifflin Harcourt Publishers Inc.    12-12173
HMH Publishers, LLC                          12-12174
Houghton Mifflin Holding Company, Inc.       12-12175
Houghton Mifflin, LLC                        12-12176
Houghton Mifflin Finance, Inc.               12-12177
Houghton Mifflin Holdings, Inc.              12-12178
HM Publishing Corp.                          12-12179
Riverdeep Inc., a Limited Liability Company  12-12180
Broderbund LLC                               12-12181
RVDP. Inc.,                                  12-12182
HRW Distributors, Inc.                       12-12183
Greenwood Publishing Group, Inc.             12-12184
Classroom Connect, Inc.                      12-12185
ACHIEVE! Data Solutions, LLC                 12-12186
Steck-Vaughn Publishing LLC                  12-12187
HMH Supplemental Publishers Inc.             12-12188
HMH Holdings (Delaware), Inc.                12-12189
Sentry Realty Corporation                    12-12190
Houghton Mifflin Company International, Inc. 12-12191
The Riverside Publishing Company             12-12192
Classwell Learning Group Inc.                12-12193
Cognitive Concepts, Inc.                     12-12194
Edusoft                                      12-12195
Advanced Learning Centers, Inc.              12-12196

Type of Business: Houghton Mifflin Harcourt claims to be among
                  the world's largest providers of pre-K-12
                  learning materials.  Its education products
                  and services are used by 57 million students
                  throughout all 50 U.S. states and 120 countries.
                  With origins dating back to 1832, the Company
                  also publishes an extensive line of reference
                  works and award-winning literature for adults
                  and young readers.

                  Web site: http://www.hmhco.com/

Chapter 11 Petition Date: May 21, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York

Judge: Robert E. Gerber

Debtors'
Counsel:      Jeffrey D. Saferstein, Esq.
              Philip A Weintraub, Esq.
              Alan W Kornberg, Esq.
              PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
              1285 Avenue of the Americas
              New York, NY 10019
              Tel: (212) 373-3347
              Fax: (212) 373-2053
              E-mail: jsaferstein@paulweiss.com
                      pweintraub@paulweiss.com
                      akornberg@paulweiss.com

Debtors'
Financial
Advisor:      BLACKSTONE ADVISORY SERVICES, LP

Debtors'
Claims and
Noticing
Agent:        KURTZMAN CARSON CONSULTANTS LLC
              2335 Alaska Avenue
              El Segundo, CA 90245

Counsel to
Informal
Group of
Holders
of Secured
Notes:        Ira S. Dizengoff, Esq.
              Philip C. Dublin, Esq.
              AKIN, GUMP STRAUSS, HAUER & FELD LLP,
              One Bryant Park
              New York, NY 10036

Counsel to
the agent
for
postpetition
lenders and
the First Lien
Agents:       Edmund Emrich, Esq.
              Fredric Sosnick, Esq
              SHEARMAN & STERLING LLP
              599 Lexington Avenue
              New York, NY 10022


Counsel to the
10.5%
Indenture
Trustee:      Bryant Berg, Esq.
              EMMET, MARVIN & MARTIN LLP
              120 Broadway, 32nd Floor,
              New York, NY 10271

Total Assets: $2.68 billion

Total Liabilities: $3.535 billion

The petitions were signed by William F. Bayers, executive vice
president & general counsel.

Debtors' Consolidated List of Their 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
RRD-Receivables Inc.               Trade Debt         $20,298,620
Kristen Polewski
P.O. Box 13654
Newark, NJ 01788-3654
Tel.: (630) 322-6586

WL-Williams Lea Inc.               Trade Debt         $20,960,119
Matt Alcorn
1 Dag Hammarskjold Plaza
8th Floor
New York, NY 10017
Tel.: (212) 351-9119

Marshall Cavendish International   Trade Debt          $6,739,080
(s) PTE
Joy Tan
Times Centre
1 New Industrial Road
Singapore 536196
E-mail: joytan@sg.marshallcavendish.com

RRD-Asia Printing Solutions        Trade Debt          $5,615,703
Eileen R. Ly
3 On Yu Street
Shek Mun, NT
Hong Kong
Tel.: (781) 505-6006

Kue Digital Inc.                   Trade Debt          $4,500,000
Dba Global Scholar
Kal Raman
1100 112th Avenue NE
Suite 100
South Building
Bellevue, WA 98004
Tel.: (425) 646-5776

Bulkley Dunton Publishing Group    Trade Debt          $4,068,807
Tony V. Occhiuto
P.O. Box 403565
Atlanta, GA 60384-3656
Tel.: (212) 863-1835

Cengage Learning                   Trade Debt          $3,326,774
Christine Vitanopoulos
5191 Natorp Blvd.
Mason, OH 45040
Tel.: (613) 9685-4195

Central National-Gottesman         Trade Debt          $2,562,186
Inc. (Lindenmeyr)
Steven Wright
990 Washington Street
Dedham, MA 02026
Tel.: (781)-326-2121

Cognizant Technology Solutions     Trade Debt          $2,090,609
Badri Ramanujachari
500 Frank W Burr Blvd
Teaneck, NJ 07666
Tel.: (201) 923-2445

American Express                   Trade Debt          $1,700,639
Donna Janeczko
P.O. Box 410406
Salt Lake City, UT 84141
Tel.: (518) 207-6860

ADP National Account Service       Services            $1,632,632
Gayle Kuhr                         Vendor
99 Jefferson Rd
Parsippany, NJ 07054
Tel. (801) 956-7656

Trendset Inc.                      Transportation      $1,557,715
Deanna Moore
4 Interchange Blvd.
Greenville, SC 29607-5700
Tel.: (864) 527-4383

Phoenix Color Corp.                Trade Debt          $1,548,153
Jennifer Dick
11631 Caroline Road
Philadelphia, PA 19154
Tel.: (800) 632-411

Texas Education Agency             Trade Debt          $1,216,311
Robert Scott
1701 N Congress Ave
Austin, TX 78701
Tel.: (512) 463-9734

APC Workforce Solutions LLC        Temporary             $906,200
Jinnene Marin                      Staffing
420 S. Orange Avenue
Suite 600
Orlando, FL 32801-4902
Tel.: (407) 770-6176

McKinsey & Company Inc.            Consulting            $897,000
William Wolf
P.O. Box 7247-7255
Philadelphia, PA 19170-7255
Tel.: (202) 662-0939

Penguin Group USA                  Trade Debt            $774,992
Laura Ceminaro
1 Lake St.
Upper Saddle River, NJ
07454
Tel.: (212) 366-2000

Laserwood Private Limited          Production            $665,081
Mark O' Brien                      Vendor
P.O. Box 2865
Buffalo, NY 14209
Tel.: (508) 520-0262

Six Red Marbles                    Production            $446,696
Katie Turcot                       Vendor
P.O. Box 37038
Baltimore, MD 21208
Tel.: (857) 362-0018

Edu 2000 America, Inc.             Trade Debt            $327,495
Rob Fiance
5743 Corsa Ave
Suite 222
Venture, CA 91362
Tel.: (818) 516-2178


HOUGHTON MIFFLIN: Bankruptcy Filing Cues Fitch to Cut Ratings
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of
Houghton Mifflin Harcourt Publishers Inc. (HMH) and its
subsidiaries to 'D' from 'C'.  There is no assigned Rating.  The
downgrade impacts $3.1 billion in debt.

HMH filed for bankruptcy with a prepackaged plan converting its
$3.1 billion in debt to equity.  The company has obtained support
from approximately 90% of the lending group (secured bank
facilities and secured notes).  In addition, HMH has obtained a
$500 million financing commitment, which will provide sufficient
liquidity to support seasonal working capital swings.  As
proposed, the current equity holders will receive warrants
excisable for up to 5% of the company's equity.

The restructuring will materially reduce leverage and cash
interest burdens.  This will provide HMH with additional
flexibility to invest in its operations.

HMH continues to be a leader in the K-12 educational material and
services sector, capturing 41% of 2011 market share (adoption and
open territory market [excluding Advanced Placement Sales] - based
on Association of American Publishers (AAP) and company data.
Fitch believes investments made into digital products and services
will position HMH to take a meaningful share of the rebound in the
K-12 educational market.  Fitch's expects HMH will be able to, at
a minimum, defend its market share.

Fitch expects revenues to continue to decline in the low to mid-
single digits in 2012.  The education business is in a cyclical
trough, and Fitch believes that HMH and its peers will benefit
from the adoption of common core standards in 2014/2015.

HMH Publishers' Recovery Ratings reflect Fitch's expectation that
the enterprise value of the company, and hence recovery rates for
its creditors, will be maximized in a restructuring scenario
(going-concern) rather than liquidation.  Fitch estimates an
adjusted, distressed enterprise valuation of $1.4 billion using a
6 times (x) multiple.  The 'RR4' Recovery Ratings for the secured
debt represent an expected recovery in the range of 31% to 50%.

Fitch has taken the following rating actions:

HMH Publishers
  -- IDR to 'D' from 'C';
  -- Secured first lien credit facility affirmed at 'C'/RR4;
  -- Senior secured first lien notes affirmed at 'C'/RR4.

Houghton Mifflin Harcourt Publishing Company

  -- IDR to 'D' from 'C'.

HMH Publishers LLC

  -- IDR to 'D' from 'C'.


HOUGHTON MIFFLIN: Moody's Cuts PDR to 'D' Over Bankruptcy Filing
----------------------------------------------------------------
Moody's Investors Service lowered Houghton Mifflin Harcourt
Publishers Inc.'s (HMH) Probability of Default Rating (PDR) to D
from Ca following the company's Chapter 11 bankruptcy filing on
May 21. HMH's Ca Corporate Family Rating (CFR) and Ca debt
instrument ratings are not affected. Moody's plans to withdraw the
ratings in approximately three days. The rating outlook is stable.

Downgrades:

  Issuer: Houghton Mifflin Harcourt Publishers Inc.

     Probability of Default Rating, Downgraded to D from Ca

Ratings Rationale

The principal methodology used in rating HMH was the Global
Publishing 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.

Houghton Mifflin Harcourt Publishers Inc., headquartered in
Boston, MA, is one of the three largest U.S. education publishers
focusing on the K-12 market with approximately $1.3 billion of
revenue for fiscal year ended December 2011.


HUBBARD PROPERTIES: Committee Wants Equity Auction or Other Plan
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Hubbard Properties, LLC, asks the U.S. Bankruptcy Court
for the Middle District of Florida for the entry of an order:

   -- requiring the holding of an equity auction as related to the
      pending Second Amended Plan Of Reorganization filed by the
      Debtor or, alternatively;

   -- authorizing the filing of a competing plan by the creditors.

The Committee notes that under the Second Amended Plan, among
other things:

   i) it appears that Holders of Allowed Unsecured Claims will
receive: (a) Pro Rata Share of the Unsecured Payment Fund, which
amounts to $96,0001, plus (b) Pro Rata Share of 40% of the BP
Claim Proceeds; and

  ii) the equity holders will have their interests canceled, but
the equity holders have the exclusive right to obtain equity
interests in the Reorganized Debtor by providing the exit funding.

According to the Committee, the only real chance that the Debtor
has to succeed under its Second Amended Plan is to substantially
win the Investors Warranty of America Litigation which will be
very expensive and time consuming and appears to be risky from a
likelihood of success standpoint.

However, the Committee states that IWA has indicated to the
Committee that it would participate as a bidder in an equity
auction that would involve, among others, the Debtor's existing
equity holders.  Presumably, the exit funding amount of $300,000
by existing equity could be considered the stalking horse bid.  An
equity auction would be fair and equitable to existing equity
holders as they would have full and complete opportunity to
participate.

As an alternative to requiring that an equity auction be held in
relationship with the pending Second Amended Plan, the Committee
suggests that the Court may authorize the Committee to file a
competing plan that could involve as a central feature the
auctioning of the Debtor's equity.

                    About Hubbard Properties

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

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

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

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

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


IMPERIAL CAPITAL: Wants FDIC-R's Motion to Estimate Claims Denied
-----------------------------------------------------------------
Imperial Capital Bancorp, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of California its objections to
the declarations and exhibits that were submitted in support of
The Federal Deposit Insurance Corporation's amended motion for
estimation and temporary allowance of claims solely for voting
purposes.

FDIC, as receiver of Imperial Capital Bank moved the Bankruptcy
Court to estimate and temporarily allow, for voting purposes only,
certain claims of the FDIC-R against the Debtor, consisting of (1)
the FDIC-R's contingent claim of $30.0 million based upon tax
refunds; (2) the proceeds and any potential unearned premium
refunds under five director and officer liability policies of
$35.0 million, (3) any unearned premium refunds on any additional
insurance policies valued at approximately $4.5 million; (4) the
proceeds from a life insurance policy and funds on account
maintained in a trust of $6.7 million, (5) any funds fraudulently
conveyed by ICBI to Bank subject to avoidance under applicable
state or federal law, including but not limited to $5.7 million on
deposit at the time of the bankruptcy filing in ICBI's general
corporate account at Bank of America; and (6) an additional claim
for tax funds of at least $10.8 million attributable to the Bank's
payment of quarterly taxes directly to ICBI as it were a separate
entity.

According to the Debtor, it appears that FDIC-R's references are
for background purposes only and were not intended to introduce
additional evidence into the record for the purposes of the motion
regarding claims estimation.  The Debtor objects to the FDIC-R's
wholesale "dumping" of evidence into the record on the grounds
that it is burdensome and oppressive to require the Debtor (and
the Court) to sift through a mountain of paperwork that was
indiscriminately submitted for the Court's consideration.
Moreover, it is unclear what additional evidence was intended to
be introduced.  The Debtor reserves all of its rights to assert
any and all objections to evidence that were inappropriately
submitted.

The Official Committee of Unsecured Creditors submitted a limited
joinder to the Debtor's response.  The Committee requested that
the Court deny the relief sought in the estimation motion.

In a separate filing, the Plan Proponents submitted their proposed
non-material modifications to the "Second Amended Chapter 11 Plan
of Reorganization dated Jan. 5, 2012.

A copy of the proposed nonmaterial revisions incorporated into the
Second Amended Plan is available for free at:

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

                  About Imperial Capital Bancorp

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gary E. Klausner, Esq., Eve H.
Karasik, Esq., and Gregory K. Jones, Esq., at Stutman, Treister &
Glatt, P.C., in Los Angeles, serves as the Debtor's bankruptcy
counsel.  FTI Consulting Inc. serves as its financial advisor.
The Company disclosed $40.4 million in assets and $98.7 million in
liabilities.

Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.  David P. Simonds, Esq., and Christina M.
Padien, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los
Angeles represents the Committee as counsel.


INNOVATIVE FOOD: Has $1.2 Million Subscription Pact with Investor
-----------------------------------------------------------------
Innovative Food holdings, Inc., on May 11, 2012, entered into a
Subscription Agreement with an accredited investor pursuant to
which, among other things, the noteholder issued a Secured
Convertible Promissory Note in the face amount of $1,200,000 at a
purchase price of $1,080,000.  The note carries simple interest at
an annual rate of 4.5% and is due in full by April 2015.  The note
is convertible into the Company's common stock at a fixed
conversion price of $0.02 per share.  The note has a predetermined
paydown schedule, a four-month grace period on repayments and
allows for prepayments at any time.  The note also includes cross-
default provisions; is secured by all of the Company's and its
subsidiaries' assets; and is guaranteed by each of the
subsidiaries.  The proceeds of the note are for targeted
acquisition purposes.

As part of the transaction, the Company also issued to the
noteholder eight year warrants to purchase 23 million shares at an
exercise price of $0.0002 per share.  In addition, the Company
issued up to an additional 12 million warrants at such price which
can be exercised commencing May 11, 2013, up to an additional 15
million warrants exercisable commencing eight months thereafter,
and up to an additional 25 million warrants exercisable commencing
eight months thereafter.  Depending upon the outstanding balance
of the note, it is possible that some, or even all, of these
additional warrants may never become exercisable.  Both the note
and warrants contain adjustments in the event of certain specified
corporate events and blockers preventing the noteholder from
owning more than 9.9% of the Company's common stock at any time.

On or before May 18, 2012, the Company expects to file a notice
with the Financial Industry Regulatory Authority that it plans to
implement a 50:1 reverse split of its outstanding common stock
during May.  The date of the split will depend upon the timing of
the Company's filing of the necessary forms and FINRA's review.
However, it is anticipated that the record date will occur prior
to the end of the current month, May 2012.  The reverse split was
approved by the Company's shareholders at its 2011 annual meeting.
Under the plan, any shareholders holding a fractional share as a
result of the reverse split will not receive a fractional share
but will only be entitled to receive cash, equal to the market
value, of such fractional share.

                       About Innovative Food

Naples, Fla.-based Innovative Food Holdings, Inc., through its
subsidiaries, provides perishables and specialty food products to
the wholesale foodservice industry.

In its audit report for the 2011 financial statements, RBSM LLP,
in New York, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses from
operations since its inception and has a working capital
deficiency.

The Company reported net income of $1.49 million in 2011, compared
with a net loss of $2.11 million in 2010.

The Company's balance sheet at March 31, 2012, showed $1.37
million in total assets, $5.30 million in total liabilities, all
current, and a $3.93 million total stockholders' deficiency.


JEFFERSON COUNTY, AL: May be Biggest GO Bond Defaulter Since 1930s
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to experts, Jefferson County, failing to
obtain authority from the Alabama legislature to levy new taxes,
will become the first significant municipality since the Great
Depression not to pay general obligation bonds in full.  Without
restoring the wage tax that was 25% of revenue, the county will be
required to propose a restructuring that won't pay $205 million in
general obligation bonds in full, the county's bankruptcy lawyer
said.

The report relates that the legislature adjourned for the year
without passing a bill to authorize restoring the wage tax that
the state Supreme Court had voided.

                     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.


JEFFERSON COUNTY: Wants Until Sept. 27 to Decide on Leases
----------------------------------------------------------
Jefferson County, Alabama, asks the U.S. Bankruptcy Court for the
Northern District of Alabama to extend until Sept. 27, 2012, the
period for assuming or rejecting non-residential real property
leases.

The County and the Jefferson County Public Building Authority, a
public corporation organized under the laws of the State of
Alabama, entered into that certain Lease Agreement dated Aug. 1,
2006, pursuant to which the Authority leases the Facilities to the
County and the County agreed to pay rent at times and in amounts
sufficient to service the debt on the Lease Warrants.

The Lease Warrants are special, limited obligations of the
Authority, payable from and secured by the revenues and receipts
derived by the Authority from the Lease.  Ambac Assurance
Corporation insures the timely payment of principal and interest
on the Lease Warrants.

The period in which the County must decide whether to assume or
reject non-residential leases of real property expires on July 2,
2012.

The County requires additional time to evaluate the Lease, and any
other agreement subject to characterization as a lease, to analyze
and attempt to balance various legal, political and financial
issues.

                      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.


KAISER ALUMINUM: Notes Upsizing No Impact on Moody's 'Ba3' CFR
--------------------------------------------------------------
Moody's Investors Service said that Kaiser Aluminum Corporation's
recently announced upsizing of its proposed senior unsecured notes
will not impact its Ba3 Corporate Family Rating (CFR) or the
rating on the proposed notes. Kaiser has elected to increase the
size of its senior unsecured notes issuance due 2020 to $225
million from $200 million. The notes remain rated Ba3. Moody's
does not believe that the $25 million increase in debt will
materially impact Kaiser's leverage or risk profile from what was
previously anticipated.

The principal methodology used in rating Kaiser Aluminum
Corporation was the Global Steel Industry Methodology published in
January 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.

Kaiser Aluminum Corporation, based in Foothill Ranch, California,
currently operates 12 fabricating facilities throughout North
America (11 in the US, and 1 in Canada). Kaiser produces value-
added-sheet, plate, extrusions, rod, bar, and tube primarily for
aerospace, automotive, and general engineering market segments.
For the LTM period ended March 31, 2012, it recorded revenues of
$1.3 billion of which value-added-revenues (revenue less the
hedged cost of alloyed metal) were $683 million.


LEHMAN BROTHERS: Proposes Settlement With Japan Loans
-----------------------------------------------------
Lehman Brothers Holdings Inc. asked Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to approve
a settlement of claims with Japan Loans Opportunities B.V.

The settlement calls for the reduction of the amount of claims
asserted by Japan Loans against Lehman.

Under the deal, a portion of Claim No. 14795 held by Japan Loans
will be reduced to $70,599,681, and will be allowed as an
unsecured guarantee claim against Lehman in Class 5 of the
Chapter 11 plan.

Another claim, designated as Claim No. 18829, will be reduced to
$65,923,071, and will also be allowed as an unsecured guarantee
claim against Lehman in Class 5.

The agreement also contains terms protecting Lehman in case Japan
Loans receives full payment of its claims.  Japan Loans agreed to
be liable with any subsequent holders of the allowed claims to
Lehman for the disgorgement of any distributions or other
consideration.

The settlement is formalized in a four-page agreement, a copy of
which is available without charge at:

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

A court hearing to consider approval of the settlement is
scheduled for June 13, 2012.  Objections are due by June 6, 2012.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Insurers Barred From Paying $90MM Settlement
-------------------------------------------------------------
Judge Lewis Kaplan of the U.S. Bankruptcy Court for the Southern
District of New York refused to allow insurers for former officers
and directors of Lehman Brothers Holdings Inc. to pay $90 million
to settle a fraud lawsuit brought by investors, Jonathan Stempel
of Reuters reported.

In making his decision, Judge Kaplan quoted, among other things,
a line from Kenny Rogers' signature song "The Gambler:" "You 'got
to know when to hold 'em' by pressing on with a lawsuit, 'know
when to fold 'em' by taking the best settlement you think you can
get, and know 'when to walk away' by dropping an unpromising
case."

Judge Kaplan directed the former Lehman officers to file financial
paperwork to help him decide whether the settlement is fair.  He
explained that in class-action litigation, "the named plaintiffs
and the lawyers for the class do not have the same right to make
those decisions," he said. "(The court) is obliged to be properly
informed before approving a class-action settlement."

If Judge Kaplan approves the settlement, then the officers and
nine directors also covered by insurance would pay nothing to
settle, yet be released from the investors' claims, the report
pointed out.

The case is In re: Lehman Brothers Securities and ERISA
Litigation, U.S. District Court, Southern District of New York,
No. 08-05523.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Wants Dismissal of JPMorgan Claims Reviewed
------------------------------------------------------------
Lehman Brothers Holdings Inc. has filed a motion asking Judge
James Peck of the U.S. Bankruptcy Court in Manhattan to
reconsider his dismissal of some claims in an $8.6 billion
lawsuit against JPMorgan Chase & Co., Bloomberg News reported.

The reconsideration motion is aimed at resurrecting claims
related to guarantees given to JPMorgan in August and September
2008, just before bankruptcy.

In its motion, Lehman argues dismissal was a mistake because the
guarantees themselves will be relied upon by JPMorgan to assert
unsecured claims if Lehman wins on the other claims that weren't
dismissed.  By throwing out the guarantees, JPMorgan won't have
any claim at all should Lehman win on other theories.

The company said "hundreds of millions of dollars" might be
gained for its creditors if it had the right to pursue the funds,
according to the report.

The reconsideration motion, which is on the bankruptcy court's
calendar for July 12, 2012, was filed after Judge Peck issued an
opinion on April 19, saying that Lehman cannot claim money from
JPMorgan for securities transactions governed by the U.S.
bankruptcy laws' safe harbors.

Safe harbor laws can shield some financial transactions from
being included in the pool of assets divided among creditors when
a company files for Chapter 11.

JPMorgan previously said that its requests for more collateral in
the weeks before Lehman's collapse were related to repurchase
contracts and derivatives that fall under the safe harbor laws.
Lehman, however, argued that the transactions JPMorgan sought to
immunize were not protected by the safe harbor laws because they
were not settlements of securities transactions.

Lehman filed the lawsuit alleging JPMorgan helped cause the
company's bankruptcy by demanding $8.6 billion in collateral.
JPMorgan, which served as Lehman's main clearing bank in the 2008
financial crisis, allegedly threatened to discontinue its
services unless the company posted excessive collateral.

Meanwhile, Treasury Secretary Timothy Geithner said JPMorgan's
controversial asset grab from Lehman was "immaterial" to the
company's collapse, according to a report by Dow Jones Daily
Bankruptcy Review.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LEHMAN BROTHERS: Balks at Delay in Zell Buyout of Archstone Stake
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. criticized Sam Zell's deal with
Bank of America Corp. and Barclays PLC to extend his option to
buy their remaining stake in the Archstone apartment company,
according to Dow Jones Daily Bankruptcy Review.

The company said the stalling is "detrimental to Archstone's
operations," according to the report.

Lehman sued the two banks for breach of contract after they
agreed to sell their stake in Archstone to Mr. Zell's Equity
Residential.  Under the deal, the banks agreed to sell 26.5% of
Archstone and granted Equity Residential an option to buy the
second half of their stake in the apartment owner for $1.33
billion.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers
International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan
Inc. filed for bankruptcy in the Tokyo District Court on
Sept. 16.  Lehman Brothers Japan Inc. reported about JPY3.4
trillion (US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LIGHTSQUARED INC: CapRe, Appaloosa, Fortress File Cash Objections
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the opposition that LightSquared Inc. encountered
last week from creditors opposing the use of cash collateral came
from seven investment managers owning about $1 billion of the $1.7
billion owing by subsidiary LightSquared LP.

The ad hoc group was required by bankruptcy rules to disclose the
names of the members and the amount that each holds.  Capital
Research & Management Co. is the largest holder, with $331.2
million of the debt. Other major holders include Appaloosa
Management LP, Fortress Investment Group LLC and Silver Point
Capital LP.

The report recounts that LightSquared, facing opposition, didn't
go ahead at a hearing last week with a motion for permission to
use cash representing collateral for secured lenders' claims. In
the meantime, the company is paying bills with about $15 million
in unencumbered cash.  LightSquared's lawyer said the $15 million
will be exhausted by early July.

                        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.


M WAIKIKI: Court OKs Second Amended Restated Loan & Security Deal
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii entered an
order:

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

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

As reported in the Troubled Company Reporter on May 11, 2012,
pursuant the Second Amended DIP Credit Agreement, the Debtor will
obtain additional secured, second-priority, postpetition financing
in an aggregate principal amount of up to $15.3 million, such
amount being inclusive of the $9 million that the Debtor has been
authorized to borrow pursuant to prior orders of the Court.

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

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

Borrower:                   M Waikiki LLC

Administrative Agent:       The Davidson Group, a Nevada
                            corporation

DIP Lender:                 The Davidson Family Trust

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

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

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

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

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

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

                        Marriott's Objections

Marriott International, Inc., and Marriott Hotel Services, Inc.,
in a limited objection, stated that it is not opposed to
additional DIP financing in order to support payment of operating
shortfalls and reasonable professional fees relating to
restructuring, but the Debtor still has $1.9 million in cash
and approved credit from past DIP financing that would cover these
expenses.

                          About M Waikiki

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

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

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

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

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

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


MACROSOLVE INC: Fiscal 2011 Revenues Increased 635%
---------------------------------------------------
MacroSolve, Inc., doing business as Illume Mobile, issued a letter
to shareholders which provides updates on significant developments
at the Company including:

   * Revenues increased 635% to $853,000 from $116,000 in the same
     period of fiscal year 2011.

   * $255,000 backlog expected to be completed in Q2 for custom
     mobile app solution services.

   * Gross profit increased 622% to $498,000 from $69,000 in Q1 of
     fiscal year 2011.

   * Use of cash decreased 25% to $370,000 from $496,000 in Q4 of
     the fiscal year 2011

   * Direct sales presence has expanded to New York City, Atlanta,
     Dallas, and Houston to address the increasing demand for our
     mobile applications.

   * Signed several new strategic distribution agreements,
     including RockSauce Studios, Source Data Corporation,
     Tabbedout and Industry Analyst, Inc.

   * Continued positive results from our relationship with Click
     Here with the release of the T.G.I. Friday's mobile app.

   * Positive coverage in nationally known media, including The
     Boston Globe, Fox Business, Mobile Marketer, and The Daily
     Caller.

   * Have filed patent claims against more than 60 defendants to
     date.

A copy of the letter is available for free at:

                         http://is.gd/Md2de5

                        About MacroSolve, Inc.

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

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

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

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


MARIANA RETIREMENT FUND: US Trustee Says Huesman Taking Lead Work
-----------------------------------------------------------------
Ferdie de la Torre at Saipan Tribune reports the U.S. Trustee is
opposing the Northern Mariana Islands Retirement Fund's request to
retain Braddock J. Huesman's law firm as the Fund's special
counsel in its Chapter 11 bankruptcy petition.

According to Saipan Tribune, assistant U.S. Trustee Curtis Ching
said that based on the types of services to be provided, Mr.
Huesman should be retained as general bankruptcy counsel rather
than special bankruptcy counsel.  The Assistant U.S. Trustee said
Mr. Huesman's role in the bankruptcy reorganization effort is
substantial.  While the Boston-based law firm of Brown Rudnick is
taking on a primary role, Mr. Huesman is the only attorney
physically located in Saipan, and as such, he will have to play a
large role in the Chapter 11 case, the Assistant U.S. Trustee
said.  Mr. Huesman also has been interviewed and quoted several
times in the media about the Chapter 11 case.

                    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.

An official committee of unsecured creditors, consisting of Fund
members, has been appointed in the case.

As reported by the Troubled Company Reporter, several parties in
interest have called for the dismissal of the case.  These include
two unnamed clients of lawyer Bruce Jorgensen, the office of the
United States Trustee, the CNMI government and the Commonwealth
Ports Authority, the creditors committee, and two retirees and
members of the NMI Retirement Fund.  A hearing has been set for
June 1 on the Motions to Dismiss.


MARIANA RETIREMENT FUND: Not Opposed on Retiree Benefits
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that assuming the Northern Mariana Islands Retirement Fund
survives the June 1 (May 31 Honolulu time) hearing where the U.S.
Trustee and others want the Chapter 11 case dismissed, the Fund
won't face opposition from the U.S. Trustee to the payment of
reduced benefits during the bankruptcy proceedings.  The
bankruptcy watchdog for the Justice Department filed papers saying
she doesn't oppose paying benefits for two months at a rate where
the Fund would be self-sustaining.

The report notes that there is an issue about whether the Fund
should be permitted to make payment during bankruptcy because
retirees arguably are unsecured creditors whose claims shouldn't
be paid before a reorganization plan is confirmed.

As reported by the Troubled Company Reporter, several parties in
interest have called for the dismissal of the case.  These include
two unnamed clients of lawyer Bruce Jorgensen, the office of the
United States Trustee, the CNMI government and the Commonwealth
Ports Authority, the creditors committee, and two retirees and
members of the NMI Retirement Fund.

                    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 case has been reassigned to U.S.
Bankruptcy Court for the District of Hawaii Chief Bankruptcy Judge
Robert J. Faris.

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 Fund filed schedules disclosing $610,000,012 in assets and
$93,183 in liabilities.  The Fund said $297,879,389 of its
personal property consists of receivables owed to the Debtor by
the CNMI and certain of the local government's agencies and public
corporations.  The Fund also said a significant portion of the
Debtor's unsecured, non-priority, liabilities consist of un-
liquidated amounts owed to Fund members.  The Fund said
liquidation of those amounts will likely require completion of the
Debtor's ongoing actuarial analysis.

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.


MARIANA RETIREMENT FUND: Opposes Dismissal of Chapter 11
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Northern Mariana Islands Retirement Fund filed a
first set of papers in opposition to several motions leading up to
a June 1 hearing where the bankruptcy judge in Honolulu will
decide whether the fund is eligible for Chapter 11 bankruptcy.

According to the report, the Fund argues that bankruptcy court is
the only alternative to exhausting funds by July 2014 or
liquidating in receivership proceedings.  The Fund argued in
papers filed May 18 that it is sufficiently independent from the
commonwealth's government not to be considered a governmental
until.  The fund lacks attributes of a government, such as
taxation or police power, the papers argue.

The report relates the Fund stresses its status as "autonomous"
and argues that the commonwealth doesn't have enough control over
the fund to make it part of the government.  The Fund points out
how it's in litigation with the government and won a $317 million
judgment it's been trying to collect.

The Fund, the report notes, explains in the papers how it won't be
eligible for Chapter 9 municipal bankruptcy if Chapter 11 is out
of the question. Because the Marianas are a commonwealth, not a
state, an instrumentality of the commonwealth isn't eligible for
municipal bankruptcy, according to the papers.

As reported by the Troubled Company Reporter, several parties in
interest have called for the dismissal of the case.  These include
two unnamed clients of lawyer Bruce Jorgensen, the office of the
United States Trustee, the CNMI government and the Commonwealth
Ports Authority, the creditors committee, and two retirees and
members of the NMI Retirement Fund.

                    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 case has been reassigned to U.S.
Bankruptcy Court for the District of Hawaii Chief Bankruptcy Judge
Robert J. Faris.

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 Fund filed schedules disclosing $610,000,012 in assets and
$93,183 in liabilities.  The Fund said $297,879,389 of its
personal property consists of receivables owed to the Debtor by
the CNMI and certain of the local government's agencies and public
corporations.  The Fund also said a significant portion of the
Debtor's unsecured, non-priority, liabilities consist of un-
liquidated amounts owed to Fund members.  The Fund said
liquidation of those amounts will likely require completion of the
Debtor's ongoing actuarial analysis.

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.


MARIE PIERRON: Court Converts Case to Chapter 7
-----------------------------------------------
Bankruptcy Judge George B. Nielsen converted the Chapter 11 case
commenced by Marie Pierron to a Chapter 7 proceeding pursuant to a
May 20, 2012 order available at http://is.gd/XqY32afrom
Leagle.com.

Marie Pierron filed a Chapter 11 bankruptcy petition (Bankr. D.
Ariz. Case No. 11-26502) on Sept. 16, 2011.  Whitney G. Coats,
Esq. -- wcoats@danafirm.com -- at Dana Law Firm, P.A., in
Scottsdale, Arizona, represents Ms. Pierron.


MASTRO'S RESTAURANTS: Moody's Assigns 'Caa1' CFR/PDR
----------------------------------------------------
Moody's Investors Service assigned a Caa1 Corporate Family Rating
("CFR") and Caa1 Probability of Default Rating ("PDR") to Mastro's
Restaurants, LLC. Moody's also assigned a Caa1 rating to the
company's proposed five year $102 million senior secured second
lien notes offering. Concurrently, the company is also extending
its existing $12 million first lien revolving credit facility (not
rated) that has a maturity date of January 15, 2014. The rating
outlook is stable. The ratings and outlook are assigned subject to
Moody's review of final terms and conditions.

The company plans to use proceeds from the notes offering,
combined with an approximately $5 million cash on hand and
revolver draw, to purchase all of its outstanding senior secured
notes due May 14, 2014 and to pay fees and expenses related to the
transaction . The notes will be guaranteed by the company's
existing and future domestic subsidiaries and secured by all
assets but will be structurally subordinated to the $12 million
first lien revolving credit facility.

The rating action is as follows:

Rating assigned:

Corporate Family Rating -- Caa1

Probability of Default Rating -- Caa1

$102 million senior secured second lien notes due 2017 -- Caa1
(LGD4, 52%)

Rating outlook: Stable

Ratings Rationale

The Caa1 CFR reflects Mastro's high financial leverage of about
8.0 times (including Moody's analytical adjustments and $32
million seller's notes outstanding at Mastro's direct parent) and
weak interest coverage of below 1.0x as measured by EBIT/Interest.
The rating also considers the company's very small size and scale,
history of earnings volatility, high geographic concentration in
the western states. Given the on-going uncertainty in the economic
recovery and still weak consumer spending, Moody's expects
Mastro's financial leverage will likely remain high at above 7.5x
in the medium term. Moody's also estimates that post refinance,
Mastro's cost of capital would increase significantly from the
current levels, diminishing free cash flow generation and possibly
constraining the company's ability for new store development.

Positive rating consideration is given to its brand awareness as
an established high end steakhouse in the western U.S., improved
operating margin from its trough during the 2008-2009 financial
crisis, an extended debt maturity profile and Moody's expectation
that Mastro's will maintain adequate liquidity profile. Moody's
also acknowledges the history of equity infusion by sponsors in
the recent past to support the company's growth initiatives.

The stable rating outlook anticipates Mastro's will generate at
least break-even free cash flow in the next 12-18 months in light
of the company's strategic growth plan. The stable outlook also
assumes adequate liquidity profile, including timely execution of
extending the existing revolver.

The company's ratings could be pressured downward should; 1) same
store sales turn negative for a pro-longed period, 2) free cash
flow turns negative on a sustained basis, 3) a negative outcome
from the pending litigation that could cause a material adverse
impact on the company or inability to refinance seller's notes
upon its maturity in 2014, and 4) management's inability to
successfully execute its restaurant growth strategy.

Upward rating pressure will not develop until the company can
significantly increase its scale and expand geographic footprint
and overall brand awareness. Rating upgrade would also require the
company to reduce its debt/EBITDA below 6.0 times and improve its
EBITA/Gross Interest materially above 1.0 time.

The principal methodology used in rating Mastro's Restaurants, LLC
was the Global Restaurant Industry Methodology published in June
2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Mastro's Restaurants, LLC owns and operates nine premium fine
dining steakhouse and seafood restaurants under the Mastro's
Steakhouse and Mastro's Ocean Club brand. The company is
controlled by two sponsors, Kinderhook Industries and Soros
Strategic Partners LP, as well as management and other investors.


MEDIA GENERAL: GAMCO Asset Owns 22.3% of Class A Shares
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, GAMCO Asset Management and its affiliates
disclosed that, as of May 17, 2012, they beneficially own
5,094,924 shares of Class A common stock of Media General, Inc.,
representing 22.35% of the shares outstanding.

GAMCO Asset previously reported beneficial ownership of 5,161,024
Class A shares as of Dec. 14, 2011.

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

                         http://is.gd/HW1Kr5

                         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.


MEDIA GENERAL: S&P Puts 'CCC+' Corp. Credit Rating on Watch Pos
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating on Richmond, Va.-headquartered Media General Inc.,
along with its 'CCC+' issue-level rating on the company's senior
secured notes, on CreditWatch with positive implications.

"The recovery rating on the notes remains '3', indicating our
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default," S&P said.

"The CreditWatch placement is based on Media General's agreement
to sell the majority of its newspaper assets to BH Media Group, a
subsidiary of Berkshire Hathaway Inc. The CreditWatch also
reflects the announcement that the company will refinance its
existing bank debt due in March 2013. It expects to close the
refinancing transaction next week and the newspaper sale by June
25, 2012," S&P said.

"Although the sale of most of the company's newspapers improves
Media General's business risk profile," said Standard & Poor's
credit analyst Jeanne Shoesmith, "we expect leverage will be
considerably higher following the close of the transaction,
because of the low sale multiple, in our view, compared with the
company's already-high leverage."

"Despite an improved business risk and maturity profile, we expect
that the company will continue to have very high leverage and
fractional EBITDA coverage of interest in non-election years,"
added Ms. Shoesmith. "Although the company reduced headcount at
the 'Tampa Tribune' toward the end of 2011, we still expect the
paper will lose money in 2012 and that future cost cuts will
likely be insufficient to offset revenue declines over the long
term. The company is retaining all of the newspaper-related
pension liabilities. We expect that cash interest, capital
spending, and pension funding obligations will consume
substantially all of the company's EBITDA in 2012 and that
discretionary cash flow will turn meaningfully negative in 2013
because of lower election advertising. We also expect EBITDA
coverage of interest will be fractional in 2013 and that cash
balances could be depleted," S&P said.

"In the first quarter of 2012, Media General's revenue and EBITDA
increased 0.4% and 79%, respectively, with growth in broadcast
revenue offsetting continued declines in newspaper publishing and
digital revenue. The increase in EBITDA was largely because of a
6.4% decrease in employee compensation expense in the quarter as a
result of fewer employees. We expect TV broadcast revenue will
grow at a mid- to high-teen percent pace because of higher
retransmission and political advertising revenue. Despite the
potential for continued revenue declines at the 'Tampa Tribune,'
we expect losses to narrow, at least temporarily, because of
reductions in headcount," S&P said.

"We could raise the ratings by one notch, to 'B-', if Media
General completes the proposed refinancing and newspaper sale
transactions while maintaining adequate liquidity in the face of
declining revenue at the 'Tampa Tribune,'" S&P said.

"In concluding our CreditWatch review, we will evaluate the credit
agreement terms, the pro forma capital structure, and the
company's revised business and financial strategies," S&P said.


MEDICAL ALARM: Has $750,000 Credit Agreement with Investor
----------------------------------------------------------
Medical Alarm Concepts Holdings, Inc., reached agreement with an
accredited investor to increase the previously established credit
line to $750,000 from the previously reported balance of $422,293.
Funds from this credit line have been and will be used for general
corporate purposes, development of strategic marketing programs,
inventory acquisition to meet the growing demand being seen for
the Company's MediPendant product, initial MotorBooster inventory
acquisition, radio spot creation, and for the purchasing of radio
air time to support the MotorBooster product launch.  Under the
terms of the credit line, all loans are due and payable within 12
months of receipt of funds and bear interest at a rate 8% per
annum.  These loans result in no shareholder dilution and there
are no provisions within the terms allowing for conversion of this
debt to common or preferred shares.

On May 8, 2012, the Company signed an agreement with advertising
and marketing firm Fried/Drake/Green of Needham, Massachusetts.
Under the terms of the agreement Fried/Drake/Green will perform
various marketing and advertising services on behalf of the
Company relating to the introduction of the MotorBooster product
into the marketplace.  Fried/Drake/Green will receive no upfront
cash from the Company but instead will be paid 8.5% of gross sales
for the first six months of the program and 5% for the next six
months, or until the agency's fees are paid, which are estimated
at between $70,000 and $75,000.  Costs associated with the
MotorBooster marketing program that are not directly associated
with professional agency's fees will be the responsibility of the
Company.

On May 16, 2012, the Company was advised by a leading retail
warehouse discount chain, of the acceptance of its Web site design
to promote the Company's MediPendant product.  This Web site going
live, anticipated over the coming days, is expected to signify the
beginning of the marketing phase of their strategic alliance
partnership agreement announced on Dec. 19, 2011.  Under the terms
of the partnership, the retailer will be marketing and promoting
the MediPendant to its existing customer base via its website and
in their subscriber magazine.

On May 10, 2012, the Company revised its agreement with the patent
holder of the MediPendant technology extending the use of the
intellectual property rights for its lifesaving personal medical
alarm technology through the end of March 2013.

                        About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at March 31, 2011, showed
$1.40 million in total assets, $3.41 million in total liabilities,
and a $2 million total stockholders' deficit.

Li & Company, PC, in Skillman, N.J., expressed substantial doubt
about Medical Alarm Concepts Holding, Inc.'s ability to continue
as a going concern, following the Company's results for the fiscal
year ended June 30, 2010.  The independent auditors noted that the
Company had an accumulated deficit at June 30, 2010, and had net
loss and net cash used in operating activities for the fiscal year
then ended, respectively.


MF GLOBAL: Holdings Files Schedules of Assets and Debts
-------------------------------------------------------

                       MF Global Holdings Ltd.
                 Schedules of Assets and Liabilities

A. Real Property                                             $0

B. Personal Property
B.1 Cash on hand                                              0
B.2 Bank Accounts
    JP Morgan Northeast Market
     Business Checking Acct. No. 7978                   356,201
     Stock Benefit Account No. 8737                   1,308,819
B.9 Interests in insurance policies                Undetermined
    See http://bankrupt.com/misc/MFGHB9InsurancePolicies.pdf
B.13 Stock and interests
     MF Global Finance Europe Limited
     - Investment in 100% Owned Subsidiary         Undetermined
     MF Global Futures Trust Co. Limited
     - Investment in 66.67% Owned Subsidiary       Undetermined
     MF Global Holdings Europe Limited
     - Investment in 100% Owned Subsidiary         Undetermined
     MF Global Holdings Overseas Limited
     - Investment in 100% Owned Subsidiary         Undetermined
     MF Global Holdings USA Inc
     - Investment In 100% Owned Subsidiary         Undetermined
     MF Global Intellectual Properties KFT
     - Investment In 100% Owned Subsidiary         Undetermined
     MF Global Special Investor LLC
     - Investment In 100% Owned Subsidiary         Undetermined
     MFG Assurance Company Limited
     - Investment In 100% Owned Subsidiary         Undetermined

B.14 Interests in partnerships or joint ventures              0
B.15 Government and corporate bonds               1,384,100,222
     See http://bankrupt.com/misc/MFGHB15GovtBonds.pdf
B.16 Accounts receivable
     General Receivable
      Singapore Withholding Tax                         363,314
      Chicago Mercantile Exchange Advertising Rebate     75,000
      Employee T&E Advances                               8,813
     Affiliate Receivable
      MF Global Finance USA Inc.                  1,887,951,470
      MF Global Inc.                                 53,717,281
      MF Global Holdings Overseas Limited            49,654,244
      MF Global Holdings USA Inc.                    22,191,191
      MF Global Intellectual Properties KFT          20,416,582
      MF Global Finance Europe Limited               34,536,033
      MF Global UK Limited                            3,644,691
      MF Global Australia Limited                       726,225
      MF Global SIFY Securities India Private Limited   695,196
      MF Global Canada Co.                              676,048
      MF Global Hong Kong Limited                       403,525
      MF Global FXA Securities Limited                  227,064
      MF Global Securities Australia Limited            139,627
      MF Global Securities Australia Limited            139,627
      MF Global Holdings HK Limited                     114,902
      MF Global Overseas Limited                         87,500
      MF Global Holdings Europe Limited                  87,500
      MF Global FX Clear LLC                             76,805
      MF Global Mauritius Private Limited                55,443
      MF Global India Private Limited                    51,246
      MF Global Investment Management LLC                20,063
      MF Global Middle East DMCC                         20,046
      MF Global FX LLC                                    7,000
      MF Global Holdings (Switzerland) Limited            6,938
      MF Global Commodities India Private Limited         4,337
      MF Global Clearing Services Limited                   136
B.21 Other contingent and unliquidated claims
     Internal Revenue Service                      Undetermined
B.22 Patents, Copyrights and Other Intellectual Property
     Trade marks, trade names and related
      intellectual property                        Undetermined
B.28 Office equipment, furnishings, and supplies
     Software - internal                             51,146,121
     Equipment                                        2,086,553
     Software - external                                258,471
     Furniture                                           32,347
B.35 Other personal property
     Prepaid - insurance                             11,977,889
     Prepaid - general                                1,175,357
     Prepaid - market data services                         337

   TOTAL SCHEDULED ASSETS                        $3,528,400,554
   ============================================================

C. Property Claimed as Exempt                               N/A

D. Creditors Holding Secured Claims
   MF Global Inc. Repurchasing Financing         $1,362,498,596
    Associated with Fixed Income Securities

E. Creditors Holding Unsecured Priority Claims
   Bankruptcy Administrator Delaware Division
    of Revenue                                     Undetermined
   Internal Revenue Service                        Undetermined
   New York State Department of Taxation and
    Finance                                        Undetermined

F. Creditors Holding Unsecured Nonpriority Claims
   Affiliate Payables                               138,368,633
   See http://bankrupt.com/misc/MFGHSchedF1AffiliatePayables.pdf

   Debt                                           2,201,489,899
   See http://bankrupt.com/misc/MFGHSchedF2Debt.pdf

   Director Fees                                         87,321
   See http://bankrupt.com/misc/MFGHSchedF3DirectorFees.pdf

   Dividend Payables                                  5,005,528
   See http://bankrupt.com/misc/MFGHSchedF4Dividends.pdf

   Guarantees                                      Undetermined
   See http://bankrupt.com/misc/MFGHSchedF5Guarantees.pdf

   Litigation                                      Undetermined
   See http://bankrupt.com/misc/MFGHSchedF6Litigation.pdf

   Vendor and Other Payables                          8,431,888
   See http://bankrupt.com/misc/MFGHSchedF7VendorPayables.pdf

   TOTAL SCHEDULED LIABILITIES                   $3,715,881,866
   ============================================================

                       Assets Mostly Offset

The detailed lists of assets, liabilities and transfers
that the trustee for MF Global Holdings Ltd. filed at the end of
last week contain disclosures that "all argue for a premium on
the bank debt versus the bonds," Kevin Starke from CRT Capital
Group LLC said in a report to customers May 21, according to
Bloomberg News.

Although the holding company for the failed commodities
broker listed assets of $3.528 billion and debt totaling $3.716
billion, much less is left after countervailing liabilities are
taken into account, Mr. Starke showed in his report.

At the MF Global holding company, $1.38 billion in corporate bonds
are listed as an asset.  Mr. Starke pointed out that the $1.36
billion obligation to the brokerage subsidiary likely indicates
that the holding company purchased the bonds and gave them to the
broker under a repurchase agreement.

Similarly, the assets in the form of a $1.89 billion intercompany
loan represent a claim against the finance entity.  Mr. Starke, a
managing director at CRT, said much of it "likely represents bond
debt that was invested within the company."

The formal schedules showed that former Chief Executive Officer
Jon Corzine received $3.1 million in compensation plus $5.4
million in stock options. The pay included some $1.3 million in
bonuses.

                         June 18 Deadline

The Chapter 11 trustee previously obtained an extension of the
deadline to file the Debtors' schedules of assets and liabilities
and statements of financial affairs, through and including June
18, 2012.

The Chapter 11 Trustee sought the June 18 extension out of
abundance of caution.  The Chapter 11 Trustee expects that the
Schedules and Statements for many of the Debtors will be
completed and filed by May 18, 2012, however, additional time may
be necessary for some of the Debtors to complete the Schedules
and Statements.

Prior to the entry of the order, the Commodity Customer Coalition
objected to the request for extension, alleging that it was
brought in bad faith and prejudicially affects the MF Global
customers by delaying the release of critical financial
information needed for them to evaluate their claims in both the
MFGH and MFGI bankruptcies.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: Holdings Files Statement of Financial Affairs
--------------------------------------------------------
MF Global Holdings Ltd. reported income from the operation of its
business, classified as gross revenues, during the two years
immediately preceding the Petition Date:

        Income                     Period
        ------                     ------
        $18,554,399         04/01/11 to 10/31/11
        $544,336,609        04/01/11 to 03/31/11
        $116,115,429        04/01/09 to 03/31/10

MF Global Chief Financial Officer Henri J. Steenkamp disclosed
that the Debtor made payments to various creditors within 90 days
immediately before the Petition Date.  The 90-pay payments
include payments made to:

    Bank of America                                $34,294,000
    Citibank Global Markets                        130,620,475
    Computershare                                    5,005,528
    Deutsche Bank Securities                         8,573,500
    Headstrong Services, LLC                         1,506,744
    JP Morgan - Loan & Agency Houston Branch       697,401,198
    JP Morgan Chase                                 45,875,334
    MF Global Finance USA                        2,074,700,000
    MF Global Holdings USA, Inc.                     1,639,209
    MF Global Inc.                                  11,148,349
    MF Global Intellectual Properties KFT            3,840,000
    MF Global Special Investor LLC                  50,000,000
    MFG Assurance Company Limited                    4,119,132
    Pricewaterhouse Coopers                          2,764,504
    RBS Securities                                  17,147,000
    Sullivan & Cromwell LLP                          2,036,610
    Wells Fargo/Rubin Settlement                     2,500,000

A schedule of the 90-day payments is available for free at:

            http://bankrupt.com/misc/MFGHSoFA3b.pdf

Mr. Burnett further disclosed that the Debtor made payments
within one year immediately preceding the Petition Date to or for
the benefit of creditors who are or were insiders.  The Insider
Payments include:

    Abelow, Bradley                                $2,762,318
    Bass, Jonathan                                  2,768,892
    Corzine, John                                   3,065,794
    Ferber, Laurie                                  1,312,200
    Forlenza, Peter                                 1,022,572
    Grady, Stephen                                  1,309,670
    Javeri, Munir                                   1,108,765
    MacDonald, J. Randy                             1,740,918
    McCarthy, Peter                                 4,661,876
    Roseman, Michael                                1,509,794

A schedule of the payments is available for free at:

       http://bankrupt.com/misc/MFGHSoFA3c.pdf

The Debtor is party to lawsuits within a year immediately
preceding the Petition Date.  The lawsuits are:

Case Caption/Nature             Court or Agency         Status
-------------------             ---------------         ------
Anthony R. Calascibetta,        U.S. Bankruptcy Court   Pending
Liquidating Trustee, vs.        for the District of
MF Global f/k/a Man Financial   Delaware
Case No. 09-14302 (RG)

D. Ripes and R. Shaw vs. MF     American Arbitration    Pending
Global,                         Association of Chicago,
Case No. 13 148 E 01209 11      Illinois

Leewood Funding, Inc.           Superior Court for the  Closed
et al. vs. Prodigy Asset        State of California
Management, LLC and             Orange County, Central
MF Global Holdings Ltd., et al  Justice Center
30-2011 Case No. 00483623

Michael Rubin vs. MF            U.S. District Court     Closed
Global Holdings Ltd. f/k/a      Southern District of
MF Global Ltd.                  New York
Case No. 08 CV 02233 (VM)

Peter Ceko vs. MF Global        Circuit Court of        Never
Holdings Ltd. f/k/a MF Global   Cook County, Illinois   Served
Ltd et al.                      County Department,
Case No. 10 CH 25758            Chancery Division

Scott Ritch vs. MF Global       U.S. District Court     Closed
Holdings Ltd. f/k/a MF          for the Southern
Global Ltd                      District of New York
Case No. 10 CV 979 (JGK)

Mr. Steenkamp related that certain property has been in the hands
of a custodian, receiver, or court-appointed official within one
year immediately before the Petition Date, details of which is
available for free at: http://bankrupt.com/misc/MFGHSoFA6b.pdf

The Debtor made gifts or charitable contributions within one year
immediately preceding the Petition Date:

Name of Organization          Date of Gift      Value of Gift
--------------------          ------------      -------------
American Red Cross               03/31/11            $100,000
Catholic Charities Gala Benefit  09/08/11              $5,000
The Community YMCA               11/29/11              $5,000

The Debtor made payments totaling $1,000,000, relating to debt
counseling or bankruptcy to these professionals within one year
immediately before the Petition Date:

Professional                                Amount Paid
------------                                -----------
Skadden, Arps, Slate, Meagher & Flom LLP       $500,000
Sullivan & Cromwell LLP                        $500,000

Mr. Steenkamp disclosed that the Debtor transferred property,
other than property transferred in the ordinary course of
business or financial affairs of the Debtor, either absolutely or
as a security within two years immediately before the Petition
Date:

                                                Property
  Transferee                Date               Transferred
  ----------                ----            -----------------
  MF Global Holdings     August 2011        Shareholding in
  Overseas Limited                          MF Global Singapore
                                            Pte. Limited for
                                            $94.3 million
  MF Global Holdings     January 2011       Shareholding in MF
  Overseas Limited                          Global Holdings HK
                                            Limited for
                                            $3 million

The Debtor cited that it has or had securities, cash or other
valuables at MF Global Inc.'s safe deposit within one year
immediately preceding the Petition Date.  A custodian for cash
and securities has access to the safe deposit.

The Debtor's bookkeepers and accountants who within the two years
immediately preceding the Petition Date kept or supervised the
keeping of books and records are:

Name                                 Period
----                                 ------
MacDonald, J. Randy          11/01/09 to 03/31/11
Serwinski, Christine         11/01/09 to 10/31/11
Steenkamp, Henri             04/01/11 to 10/31/11

PricewaterhouseCoopers LLP is the Debtor's auditor within two
years preceding the Petition Date, specifically for the years
ended March 31, 2010 and March 31, 2011 and prior years.  MF
Global Inc. and MF Global UK Limited were each in possession of
the books and records of the Debtor.

Mr. Steenkamp noted that the Debtor issued a financial statement
to these entities within two years before the Petition Date.
Specifically, pursuant to the requirements of the Securities
Exchange Acts, as amended, Mf Global Holdings Ltd. has filed
reports with the U.S. Securities and Exchange Commission,
including those reports on Form 8-K, Form 10-Q, and Form 10-K.
These SEC filings contain consolidated financial information
relating to the Debtors.  Because the SEC filings are of public
record, the Debtors do Not maintain records of the parties that
asked for or obtained copies of any of the SEC Filings from the
SEC or the Debtors.  Moreover, the Debtors provide certain
parties, such as banks, auditors, potential investors, vendors
and financial advisors with financial statements that may not be
part of a public filing.  The Debtors however do not maintain
complete lists to track such disclosures, he added.

The Debtors prepared a list of officers who own, control or hold
5% or more of the voting or equity securities of the Debtor,
available for free at: http://bankrupt.com/misc/MFGHSoFA21b.pdf

The Debtor's former officers are:

Name                            Title
----                            -----
Dunne, David                    Treasurer
Javeri, Munir                   Head of Trading
Roseman, Michael                Chief Risk Officer

The Debtor also prepared a list of withdrawals or distributions
credited or given to an insider, including compensation in any
form, bonuses, loans, stock redemptions, options exercised and
any other perquisite during one year immediately preceding the
Petition Date.  The list is available for free at:

            http://bankrupt.com/misc/MFGHSoFA23.pdf

The Debtor contributed to pension funds at any time within six
years immediately before the Petition Date, namely:

(1) Man Group USA Inc. Retirement Income Plan, which the Debtor
    terminated on December 31, 2006; and

(2) Supplemental Executive Retirement Plan, which the Debtor
    terminated on March 31, 2007.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: JPMorgan Returns $168-Mil. to MFGI Trustee
-----------------------------------------------------
As a result of ongoing discussions between the parties, JPMorgan
Chase Bank N.A. has returned approximately $168 million in cash
to James W. Giddens, who oversees the liquidation of the business
of MF Global Inc. under the Securities Investor Protection Act,
according to a May 18, 2012 update posted in the SIPA Trustee's
Web site.

The SIPA Trustee said the $168 million represents the proceeds of
excess collateral that JPMorgan held at the commencement of
MFGI's litigation and its return follows a cooperative
reconciliation between the SIPA Trustee and JPMorgan.

The SIPA Trustee said he continues to engage in discussions with
JPMorgan regarding his other potential claims.  In that
connection, the return of the $168 million is without prejudice
to the rights of JP Morgan or the SIPA Trustee, and JPMorgan has
retained a security interest in the $168 million to the extent
that any of its allegedly secured positions become unsecured.

The SIPA Trustee believes that this recovery will assist him in
his primary duty of recovering property for the benefit of MFGI
customers.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MF GLOBAL: SIPA Trustee Begins Litigation in UK Court
-----------------------------------------------------
James W. Giddens, the SIPA trustee for MF Global Inc., disclosed
that his litigation to restore property that was or should have
been segregated for customers trading on UK and other foreign
exchanges began with the filing of an application for direction
with the English court.

On May 3, 2012, the Joint Special Administrators of MF Global UK
have filed an application for direction that "will help resolve
whether the customer property that is the subject of the SIPA
Trustee's approximately $700 million client claim with the Joint
Special Administrators was or should have been segregated under
English law," according to an update posted in the SIPA Trustee's
Web site.

"As the advocate for all former customers of MF Global Inc., we
are prepared to fight in any jurisdiction for the return of
customer funds to their rightful owners," said Mr. Giddens.  "The
adjudication of this litigation will involve robust evidentiary
disclosures and hearings, the completion of which is subject to
the procedures of the English court."

The SIPA Trustee will press to have this litigation concluded as
expeditiously as possible.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.  It was the largest bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock Dixon
& Co. Inc., and Man Group USA Inc., filed a Chapter 11 petition on
March 2, 2012.  Holdings USA provided administrative services to
MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from their
posts on Nov. 28, 2011.

U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


NEWPAGE CORP: Has Approval for Air Pollution Settlement
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that NewPage Corp. received bankruptcy court approval last
week for a settlement with the U.S. Environmental Protection
Agency regarding air pollution violations at a plant in Escanaba,
Michigan.  As part of the settlement NewPage will pay $205,000.
NewPage said fines could have been as much as $10.8 million.

Last week there was to have been the hearing where the company
would have collided with the creditors' committee over the
creditors' demand for the right to sue lenders, challenging the
validity of their security interests.  The hearing had to be put
off until June 22 because the NewPage bankruptcy lawyers from
Dewey & LeBoeuf LLP were moving to Proskauer Rose LLP as a result
of Dewey's dissolution.

                        About NewPage Group

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

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

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

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

The Debtors hired Martin J. Bienenstock, Esq., Judy G.Z. Liu,
Esq., and Philip M. Abelson, Esq., at Dewey & LeBoeuf LLP, in New
York, as counsel.  As a result of Dewey's dissolution in May 2012,
Mr. Bienenstock's team moved to Proskauer Rose LLP and the firm
replaced Dewey in the case.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, serves as co-counsel.  Lazard Freres & Co.
LLC is the investment banker, and FTI Consulting Inc. is the
financial advisor.  Kurtzman Carson Consultants LLC is the claims
and notice agent.  In its balance sheet, the Debtors disclosed
$3.4 billion in assets and $4.2 billion in total liabilities as of
June 30, 2011.

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

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

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


OWENS CORNING: Frenville Remains on Life Support in Third Circuit
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the long-derided Frenville opinion from the U.S.
Court of Appeals in Philadelphia isn't entirely dead, although the
case was overruled in June 2010 by the appeals court itself.
Frenville remains on life support for a few more years as a result
of the Due Process Clause of the Fifth Amendment, the
Third Circuit in Philadelphia ruled on May 18.

The report recounts that Frenville held that a claim exists for
bankruptcy purposes only when the claim has arisen under state
law. Every other circuit ruled otherwise, holding that claims can
arise earlier for bankruptcy purposes. In June 2010, all active
judges on the Third Circuit rejected Frenville and lined up with
other appeals courts in a case known as Grossman's.  Under
Grossman's, the appeals court says that a claim arises when
someone is "exposed" to a product or conduct.

According to the report, in the new case on appeal, the plaintiffs
purchased products from Owens Corning Inc. before the company
emerged from bankruptcy reorganization. Some plaintiffs purchased
the products before the bankruptcy and others while the Chapter 11
case was in progress.

The circuit court, the report relates, ruled last week that
Grossman's meant that the claims ordinarily would be discharged by
bankruptcy because they existed before plan confirmation. Due
Process, however, prevents application of the Grossman's rule, the
court said in an 18-page opinion by Circuit Judge Thomas L. Ambro.
When the plaintiffs bought their products, Frenville was the law,
meaning that they had no reason to believe that their claims would
be affected by bankruptcy because Grossman's wasn't decided until
after Owens Corning emerged from Chapter 11.  Consequently, the
plaintiffs would be deprived of due process were Grossman's
applied retroactively.  As a result, the plaintiffs were allowed
to continue their suits.

According to Mr. Rochelle, the appeals court last week made two
other rulings of note. First, the court said that notice by
publication in newspapers would have been sufficient notice to
claimants who purchased products that hadn't yet shown defects.
Second, Ambro expanded Grossman's to say it covers situations
where a product is sold during bankruptcy, although before the
plan is confirmed.

The case is Wright v. Owens Corning, 11-2026, U.S. Court of
Appeals for the Third Circuit (Philadelphia).

                      About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

(Owens Corning Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's Investors Service.


PACIFIC GOLD: Agrees to Assign $733,000 of Outstanding Notes
------------------------------------------------------------
Pacific Gold Corp., on April 23, 2012, agreed to the assignment of
$233,097, and on May 11, 2012, the Company agreed to the
assignment of $500,000 in principal amount of outstanding notes,
which represent notes the Company issued to the original debt
holders on Aug. 10, 2011, and Dec. 2, 2011.  The assignment was to
a third party that is not affiliated with the Company.

In connection with the assignment, the Company agreed to various
modifications of the note for the benefit of the new holder, which
enhance and reset the conversion features of the note and change
certain other basic terms of the note.  As a result of the
amendments, the note now:

   (i) has a conversion rate of a 45% discount to the daily VWAP
       price of the common stock based on a five day period prior
       to the date of conversion, which rate will be subject to
       certain adjustments;

  (ii) has an annual interest rate of 12%, due at maturity;

(iii) has a new maturity date of May 10, 2012;

  (iv) permits prepayment only with a premium of 50% of the amount
       being repaid;

   (v) has ratchet protection of the conversion anti-dilution
       provisions for all future issuances or potential issuances
       of securities by the company at less than the then
       conversion rate; and

  (vi) has additional default provisions, including additional
       events of default and an default interest rate of 24.99%.

The Company has also agreed that the assigned debt will not be
subordinate to new debt, other than purchase money and similar
debt, which may have the effect of limiting the Company's access
to additional debt capital while the note is outstanding.  The
assigned portion of the principal note has a conversion rate at an
approximate 45% discount to market and, without taking into
account the conversion of any of the interest to be earned or
converted, represents the potential issuance of 150,000,000
shares, limited to a maximum conversion right at any one time to
4.99% of the then outstanding shares of common stock of the
company.

On April 25, 2012, the Company issued $225,000 in new promissory
notes and on May 11, 2012, the Company issued $495,000 in new
promissory notes that are both due on Jan. 2, 2013, and pay 10%
interest.  The new promissory notes and the accrued interest are
convertible into common stock of the Company at $0.02 per share.

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

The Company reported a net loss of $1.38 million on $121,401 of
total revenue in 2011, compared with a net loss of $985,278 on
$5,836 of total revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.82 million
in total assets, $4.70 million in total liabilities, and a
$2.88 million total stockholders' deficit.

In its audit report for the 2011 financial statements, Silberstein
Ungar, PLLC, in Bingham Farms, Michigan, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has incurred
losses from operations, has negative working capital and is in
need of additional capital to grow its operations so that it can
become profitable.

PACIFIC TELEPORT: Hawaii Court Confirms Reorganization Plan
-----------------------------------------------------------
Hawaii Pacific Teleport disclosed that the U.S. Bankruptcy Court,
District of Hawaii has confirmed its pre-packaged Plan of
Reorganization, which clears the way for HPT to emerge from its
Debtor-in-Possession Chapter 11 reorganization.  HPT has continued
to provide uninterrupted service to its customers during the
reorganization.  The confirmed Plan positions HPT with no debt on
its balance sheet, a clear ownership structure, and a renewed
ability to build and expand its business strategy.

HPT received authorization from the Court to borrow capital from
1050 Piiholo LLC, a Hawaii company, in the form of a DIP loan.  On
the Plan's effective date, the DIP loan will be converted to
equity, at which point 1050 Piiholo LLC and Hawaii Capital
Holdings LLC (HPT's General Partner that is wholly-owned by Leeana
Smith-Ryland), will own 100% of the reorganized company.  Hawaii
Capital Holdings LLC will continue to manage the company.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the plan converts a $350,000 loan from 1050 Piiholo
LLC into ownership.  Unsecured creditors with as much as $3.5
million in claims will receive 5% paid in installments over five
years.

"We have worked tirelessly with our creditors to construct a
reorganization plan that best meets the interests of everyone
involved, including our team, current and potential customers and
vendors," states Leeana Smith-Ryland, Managing General Partner of
HPT.  "We are particularly pleased that we have successfully and
consistently met the needs of our customers and vendors during
this process and we would like to thank those firms that have
supported HPT during this process, as well as our employees for
their enduring loyalty and hard work."

Since entering the Chapter 11 DIP bankruptcy in June 2011, HPT
sought to determine the best course forward to both strengthen its
financial position and deepen its service offerings.  Almost
immediately, the company was able to turn around its month-to-
month operating margins and during the last few months was
successfully able to restructure its debt.  HPT was also able to
establish additional sources of revenue and looks forward to
developing new relationships leveraging its strategic location and
access to both fiber optic and satellite networks.

"With this successful restructuring, HPT can now effectively
execute its core business of supplying teleport services to its
clients, in addition to actively pursuing expansion into new areas
of the telecommunications industry," adds Ms. Smith-Ryland.

"HPT is very well positioned to continue to provide reliable and
cost effective solutions to our customers," adds Jean-Robert
Barallon, Vice President of Sales.  "We took full advantage of the
time during the DIP process to strengthen our ownership structure,
team, and financial condition.  We are now poised to develop our
existing relationships in the industry, engage in new business,
and pursue strategic partnership opportunities."

                   About Hawaii Pacific Teleport

Hawaii Pacific Teleport -- http://www.hawaiiteleport.com/-- is a
satellite teleport providing a bridge between Asia's markets and
the rest of the world.  HPT's unique infrastructure leverages
Hawaii's strategic location as a mid-point between Asia and the
Americas, and low-cost high capacity submarine fiber between the
US and Hawaii, to offer a complete international
telecommunications facility for telephony, VoIP,
videoconferencing, VPN, DVB-IP multicasting, IP connectivity and
television broadcasting services.

Hawaii Pacific Teleport filed a Chapter 11 petition (Bankr. D.
Hawaii Case No. 11-01764) on June 23, 2011.  James A. Wagner,
Esq., at Wagner Choi & Verbrugge, in Honolulu, Hawaii, serves as
counsel to the Debtor.

The Company reported assets of $1.5 million and debts of
$3.5 million as of the Chapter 11 filing.


PASCO COUNTY: Moody's Assigns 'Ba2' Rating to $1.085-Mil. Bonds
---------------------------------------------------------------
Moody's Investors Service has placed the Ba3 rating on $1,085,000
of outstanding Pasco County (FL) Federal Assisted Housing Inc.,
Mortgage Revenue Bonds, Series 1979 (Hudson Hills - Section 8)
under review for possible downgrade. The action is based on lack
of information needed to maintain the rating. The current rating
on the bonds is Ba3 negative.

Outlook

What could change the rating -- UP

- Several years of substantial growth in debt service coverage
ratio

- Sustainable operation, independent of external financial
support from the Authority

What could change the rating -- DOWN

- Continued decline in debt service coverage ratio

- A significant in average occupancy levels

- An instance of tapping on debt service reserve funds

Rating Methodology

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


PENN TREATY: Elkhorn Partners Ceases to Hold 5% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Elkhorn Partners Limited Partnership
disclosed that, as of May 9, 2012, it beneficially owns 547,034
shares of common stock of Penn Treaty American Corporation
representing 2.35% of the shares outstanding.  Elkhorn Partners
previously reported beneficial ownership of 1,326,200 common
shares or a 5.69% equity stake as of Sept. 9, 2011.  A copy of the
amended filing is available for free at http://is.gd/mj1Hwu

                     About Penn Treaty American

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.

On Oct. 2, 2009, the Insurance Commissioner of the Commonwealth of
Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.


PINNACLE AIRLINES: Limited Discovery Sought in 2009 Crash Lawsuit
-----------------------------------------------------------------
Westlaw Journals reports that three defendants in the Buffalo,
N.Y., commuter plane crash case have told a federal judge that
the bankruptcy filings of defendants Colgan Air Inc. and parent
Pinnacle Airlines Corp. should stay litigation against the rest of
the defendants but that certain limited discovery should still go
forward.  The case is, In re Air Crash Near Clarence Center, N.Y.,
on Feb. 12, 2009, No. 09-md-2085, joint brief regarding scope of
bankruptcy stay filed (W.D.N.Y. May 2, 2012).

Colgan operated Continental Connection Flight 3407, which crashed
near Buffalo Feb. 12, 2009, killing all 49 people on board and one
person on the ground.  Lawsuits against the companies, Continental
Airlines, plane manufacturer Bombardier Inc. and others have been
consolidated in the U.S. District Court for the Western District
of New York.  The report recounts the lawsuits, which focus on the
aircraft's allegedly ineffective deicing equipment, allege Colgan
negligently and recklessly operated and monitored the flight and
allowed it to fly in hazardous weather.  The report says the
plaintiffs also assert negligence on the part of New York-based
FlightSafety International, which developed the simulation program
used to train the pilot and co-pilot.

According to the report, in an April 18 order U.S. District Judge
William M. Skretny directed the parties to file briefs explaining
their positions on whether the automatic stay should also apply to
all other defendants.  The plaintiffs and non-bankrupt defendants
agree that some discovery involving Continental and Bombardier,
such as document production, should continue.  They disagree on
the issue of depositions.

According to the report, the plaintiffs say the scheduling of
depositions should continue so the depositions can be taken as
soon as the bankruptcy stay is lifted and litigation resumes.
Continental, Bombardier and FlightSafety argue that the scheduling
of depositions should be put on hold because scheduling still
increases the risk that nonparty witnesses may be called to
testify twice.

                      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.


PJ FINANCE: Chapter 11 Reorganization Plan Declared Effective
-------------------------------------------------------------
PJ Finance Company, LLC, et al., notified the U.S. BankruptcyCourt
for the District of Delaware that as of May 11, 2012, all
conditions to the occurrence of the Effective Date set forth in
Plan of Reorganization dated Jan. 25, 2012, and confirmation order
were satisfied or waived in accordance therewith.

The Debtors conducted an extensive marketing process that led to
an auction.  The Debtors estimate that, when compared to the
original Joint Plan of Reorganization filed in September 2011, the
net present value of recoveries to the senior lender under the
First Amended Joint Plan filed in January 2012 is approximately
$120 million higher, and includes several additional and material
enhancements to the Debtors and their estates.

                         About PJ Finance

Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas.  PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units.  It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee.  The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.

PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011.  Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel.  Ernst & Young LLP serves as the Debtors'
independent auditors.  Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent.  An official committee of
unsecured creditors has been named in the case.  Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel.  Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.

The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).

On Jan. 26, 2012, the Bankruptcy Court approved the First Amended
Disclosure Statement explaining P.J. Finance Company, LLC, et al.,
and the Official Committee of Unsecured Creditors' First Amended
Joint Plan of Reorganization, dated Jan. 25, 2012.


PMI GROUP: Wants Until Aug. 20 to Propose Chapter 11 Plan
---------------------------------------------------------
The PMI Group, Inc., asks, for the second time, the U.S.
Bankruptcy Court for the District of Delaware to extend its
exclusive periods to file and solicit acceptances for a Chapter 11
Plan.   The Debtor wants the exclusive periods extended until Aug.
20, 2012, and Oct. 18, respectively.

The Debtor needs additional extensions to complete the various
tasks that may need to be completed before a plan is confirmed.

The Debtor set a June 6, 2012, hearing, at 1 p.m., Eastern Time,
on the relief requested.  Objections, if any, are due May 30, at
4 p.m.

                        About The PMI Group

Del.-based The PMI Group, Inc., is an insurance holding company
whose stock had, until Oct. 21, 2011, been publicly-traded on the
New York Stock Exchange.  Through its principal regulated
subsidiary, PMI Mortgage Insurance Co., and its affiliated
companies, the Debtor provides residential mortgage insurance in
the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


PORTER BANCORP: Seven Directors Elected at Annual Meeting
---------------------------------------------------------
Porter Bancorp, Inc., parent company of PBI Bank, announced that
shareholders elected seven directors, approved a non-binding
advisory vote on the compensation of the company's executives,
approved the increase of the authorized shares of common stock to
86,000,000 shares of voting common stock and to 34,380,437 million
shares of non-voting common stock, and approved an amendment to
the 2006 Non-employee Director Incentive Stock Plan at its annual
meeting of shareholders.  Stockholders also defeated the proposal
submitted by a stockholder that the Chairman of the Board not be
an employee of the company.

At the meeting, shareholders elected the following as directors to
serve for a one-year term:

   (1) Maria L. Bouvette;
   (2) David L. Hawkins;
   (3) W. Glenn Hogan;
   (4) Sidney L. Monroe;
   (5) Stephen A. Williams;
   (6) Kirk Wycoff; and
   (7) William G. Porter.

                        About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
twelve counties in Kentucky.

Crowe Horwath, LLP, in Louisville, Kentucky, audited Porter
Bancorp's financial statements for 2011.  The independent auditors
said that the Company has incurred substantial losses in 2011,
largely as a result of asset impairments.  "In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios. Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action."

The Company reported a net loss of $107.31 million in 2011,
compared with a net loss of $4.38 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.38 billion in total assets, $1.30 billion in total liabilities,
and $82.79 million in total stockholders' equity.


REDDY ICE: Court OKs KCC to Open Bank Account for Rights Offering
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Kurtzman Carson Consultants LLC, as subscription agent
in the Chapter 11 cases of Reddy Ice Holdings, Inc. and Reddy Ice
Corporation under the rights offering and rights offering
procedures approved by the Court, to a establish and maintain a
bank account in furtherance of the rights offering.

The Court also ordered that the Debtors and Reorganized Debtors
are authorized, but not directed, and empowered on or after the
Effective Date of the Plan to utilize KCC to open and maintain
Settlement Fund account(s) for the administering and distribution
of the Settlement Funds, notwithstanding anything to the contrary
in the KCC Retention Order.

                          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: Allows Wylie Suit to Proceed Despite Plan Injunction
---------------------------------------------------------------
Reddy Ice Holdings, Inc., and Reddy Ice Corporation ask the U.S.
Bankruptcy Court for the Northern District of Texas to approve a
stipulation modifying the Chapter 11 Plan injunction.

Prior to the Petition Date, Earl Wylie alleges that he was an
accounts payable clerk for Debtor Reddy Ice Corporation from
May 16, 2008, until June 14, 2011, when he was terminated.  On
Jan. 27, 2012, Mr. Wylie filed suit against Reddy Ice Corporation
alleging age discrimination, disability discrimination, and
violations under the Family Medical Leave Act, styled Earl W.
Wylie v. Reddy Ice Corporation; in the U.S. District Court,
Northern District of Texas, Dallas Division.

The Plan provides for an injunction against parties initiating or
continuing legal proceedings against the Debtors post-
confirmation.

The parties stipulate to modify the injunction so as to permit
Mr. Wylie to continue the lawsuit for the purpose of pursuing
recovery of insurance proceeds from any applicable policy covering
Mr. Wylie's claims.

Pursuant to the stipulation, among other things:

   1. The lawsuit is excepted from the injunction, and the lawsuit
      may proceed notwithstanding any injunctions in the Plan;

   2. Mr. Wylie will first seek recovery on the claims asserted in
      the lawsuit only from applicable insurance policies or
      proceeds from the policies.  Only in the event, and to the
      extent that, the claims asserted in the lawsuit are not
      covered by any insurance policies, the claims will be
      classified and administered as a claim under class 8A.

   3. The parties are authorized to enter into any related or
      ancillary agreements necessary or required to effectuate the
      stipulation without obtaining Court approval of the related
      or ancillary agreements.

                          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: S&P Withdraws 'D' Corp. Credit Rating on Lack of Info
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit,
issue-level, and recovery ratings on Dallas-based Reddy Ice
Holdings Inc. and its wholly owned operating subsidiary, Reddy Ice
Corp. "The ratings withdrawal is in accordance with our criteria
and follows our determination that we have insufficient
information to maintain our recovery ratings. On April 12, 2012,
we lowered the ratings to 'D' following the company's voluntary
filing for relief under Chapter 11 of the U.S. Bankruptcy Code.
(For analytical purposes Standard & Poor's views Reddy Ice and
Reddy Ice Corp. as one economic entity)," S&P said.


RESIDENTIAL CAPITAL: Warren Buffett Was In Talks With Ally
----------------------------------------------------------
Warren Buffett attempted to buy Residential Capital LLC from Ally
Financial Inc. before the mortgage lender filed for bankruptcy
protection, Jeffrey McCracken, Dakin Campbell and Noah Buhayar of
Bloomberg News reported, citing three people familiar with the
matter.

Bloomberg disclosed that Mr. Buffett assigned former hedge-fund
manager Ted Weschler to negotiate an offer with Ally, said the
people who declined to be named because the talks were private.
The people said Buffett-controlled Berkshire Hathaway Inc. would
have paid almost nothing upfront for the assets, while taking on
potential liabilities like mounting litigation costs and other
claims, Bloomberg relayed.

The people further disclosed that Mr. Buffett sought to avoid a
ResCap bankruptcy filing because Berkshire had unsecured debt in
the mortgage lender, Bloomberg related.

Ally said no to the offer and decided to put the mortgage unit in
bankruptcy and sale to better protect the company from future
liabilities, the people said.

According to Bloomberg, ResCap Chairman and Chief Executive
Officer Thomas Marano said in an interview that the company's
board voted to declare bankruptcy and arrange a sale to Fortress
Investment Group LLC and Nationstar Mortgage Holdings Inc. for
about $2.3 billion.  The people also told Bloomberg the purchasers
will not take on the liabilities that Berkshire had proposed to
assume.

"We are confident in the bankruptcy court-supervised bidding
process, which is designed to ensure that the ResCap estate
receives the best possible combination of price and terms for its
assets in a court-approved transaction," said Susan Fitzpatrick, a
ResCap spokesperson, said in an e-mailed statement to Bloomberg.

The report noted Mr. Buffett missed the chance to acquire the
origination and mortgage servicing assets on $374 billion of
loans, but may still bid in the court-supervised process.

                           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, 2012.

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: Debt Investors May Recoup Up to 100%
---------------------------------------------------------
Patrick Fitzgerald of The Wall Street Journal reported that hedge
funds Paulson & Co. and David Tepper's Appaloosa Management LP
stand to gain up to 100 cents on the dollar plus interest under
Residential Capital LLC's proposed plan to sell its assets to
parent Ally Financial Inc. and Fortress Investment Group LLC.

The Journal, citing a report viewed by Dow Jones Newswires,
disclosed that the investors -- which own a chunk of $2.125
billion in ResCap's junior 9.625% secured bonds that mature in
2015, snatched up debt that was trading at 75 cents on the dollar
a few months ago but is now expected to pay 105 cents.

The ad hoc noteholder group, which includes Silver Point Capital
LP, Davidson Kemper in addition to Appaloosa and Paulson -- have
signed a plan-support agreement after negotiating with ResCap and
Ally for months, the Journal said.

The hedge funds can expect to first see a secured recovery of 93
cents on the dollar within the next 18 months, according to an
investor presentation prepared by financial adviser Houlihan
Lokey, the Journal stated.  The investors estimate that they will
see an additional 12 cents on the dollar based on their priority
status when ResCap's unsecured creditors are paid, the report
added.

                           *     *     *

Stephen J. Lubben of The New York Times said the real challenge in
ResCap's case is soliciting votes for its plan.  While ResCap has
some parties already lined up, the myriad mortgage-based
securities trusts, each with several tranches, are going to get
themselves organized internally to participate in the case, Mr.
Lubben said.  Indeed, solving conflicts among various tranches
will not be easy but resolving those disputes is necessary before
the plan can be submitted for a vote, Mr. Lubben stated.

This is going to be a complex case, Mr. Lubben said.  The plan
could end Ally's lingering mortgage problems, but it might well
get pushed beyond the end of the year, according to the Debtors'
projection of when a plan might be confirmed, Mr. Lubben 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, 2012.

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: To Continue Ally Bank Servicing Agreement
--------------------------------------------------------------
GMAC Mortgage, LLC, sought and obtained interim Court permission
to continue to perform under a servicing agreement with non-debtor
affiliate, Ally Bank.

In connection with mortgage loans it originates or purchases,
Ally Bank frequently retains the right to service these loans.  As
of March 31, 2012, the Ally Bank mortgage servicing rights or MSRs
were comprised of approximately 690,000 mortgage loans with an
aggregate unpaid principal balance of $140.8 billion.  GMAC
Mortgage has been servicing these loans pursuant to a servicing
agreement, dated August 21, 2001, between GMAC Mortgage and Ally
Bank -- Prior Servicing Agreement.

The Debtors were advised that the Federal Depository Insurance
Corporation would not permit Ally Bank to renew the Prior
Servicing Agreement upon its stated expiration on August 21,
2012, and instead required Ally Bank to solicit bids for the
contractual right to provide subservicing for Ally Bank.
Following a competitive selection process, GMAC Mortgage was
selected as the winning bidder.  GMAC was chosen in order to
avoid the disruption of having to move Ally Bank's entire
portfolio of MSRs to a new third party provider.  The Prior
Servicing Agreement will expire pursuant to its terms on Aug. 21,
2012.

On May 11, 2012, GMAC Mortgage and Ally Bank entered into the
Servicing Agreement which amends and restates the Prior Servicing
Agreement.  The Servicing Agreement has been amended to
incorporate certain requirements under:

(1) an April 13, 2011 Consent Order entered among the Debtors
    Residential Capital, LLC and GMAC Mortgage, non-debtor
    affiliates AFI and Ally Bank, the Federal Reserve Board and
    the Federal Deposit Insurance Company.  The Consent Order
    requires the parties, among other things, to conduct a
    review of past foreclosure proceedings with respect to
    loans serviced by the Debtors.  The Debtors estimate that
    the performance of this review may cost as much as $180
    million.

(2) a February 9, 2012 agreement in principle, referred to as
    "DOJ/AJ Settlement," entered among ResCap, certain other
    Debtors, and AFI, along with several other banks and
    mortgage servicers, the U.S. Government, 49 state attorneys
    general, and 48 state banking departments.  The DOJ/AG
    Settlement provides incentives for borrower relief that is
    provided within the first 12 months; all consumer
    obligations must be met by March 1, 2015, and are
    enforceable through September 1, 2015.

The Servicing Agreement further provides that GMAC Mortgage will
service and administer each mortgage loan conforming to specified
eligibility criteria and that is subject to the Servicing
Agreement, including GA Loans, Non-GA Loans and loans issued
under home equity lines of credit and each mortgaged property
acquired by GMAC Mortgage on behalf of Ally Bank through
foreclosure or by deed in lieu of foreclosure, including, without
limitation, handling all mortgagor inquiries and correspondence,
payments and payoff funds, and similar matters, as set forth in
the Servicing Agreement.

GMAC Mortgage will receive compensation for its services under
the Servicing Agreement in the form of monthly servicing charges
and other fees.  The anticipated aggregated monthly fees that
will be generated for services provided by GMAC Mortgage to
Ally Bank pursuant to the Servicing Agreement are approximately
$5.3 million.  The Servicing Agreement also provides for lower
fee rates than under the Prior Servicing Agreement; however, the
Debtors will receive more compensation by providing subservicing
under the Servicing Agreement through the anticipated termination
date of December 31, 2012, rather than only through August under
the higher rates provided for in the Prior Servicing Agreement.

The Debtors anticipate that under the Servicing Agreement they
will maintain profit margins with respect to their servicing of
Ally Bank MSRs in accordance with historical results.  The
Debtors are not seeking to pay any prepetition claims through or
pursuant to the Servicing Agreement.

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

"If the Servicing Agreement is not approved, the Debtors will be
forced to begin making arrangements to transfer servicing for
approximately 690,000 loans to another servicer by August, which
will cause substantial disruption to the Debtors' estates,"
Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, told the Court.  He noted that the Debtors' and Ally Bank's
loan origination and securitization businesses are integrated.
Any material disruption to Ally Bank's operations caused by GMAC
Mortgage's failure to provide services would necessarily disrupt
the Debtors' operations to the detriment of the Debtors and their
creditors, he insisted.

The interim order further provides that:

(a) from and after the Petition Date, Ally Bank will be granted
    limited relief from the automatic stay solely to the extent
    required to provide a 120-day notice required pursuant to
    the Servicing Agreement to terminate the Servicing Agreement
    with respect to no more than 3,000 Mortgage Loans in the
    aggregate; and

(b) 90 days after the Petition Date, Ally Bank will be granted
    limited relief from the automatic stay solely to the extent
    required to provide the 120-day notice required by the
    Servicing Agreement; provided that (i) Ally Bank will file
    the notice of termination with the Court no later than five
    business days after providing it to the Debtors, should the
    Debtors object to Ally Bank invoking the termination rights
    under the Servicing Agreement, the Court may hold a hearing
    before the Termination Date; and (ii) Ally Bank will be
    required to seek further relief from the Court to the extent
    it seeks to terminate the Servicing Agreement pursuant to
    any other provision of the Servicing Agreement.

The Court will consider final approval of the Servicing Agreement
Motion on June 12, 2012.  Objections or responses 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, 2012.

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: Wins Nod to Continue Servicing Non-GA Loans
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Residential Capital LLC, on an interim basis, to
continue in the ordinary course of business: (a) servicing non-
governmental association loans, and (b) sale activities related to
certain loans in foreclosure and real estate owned property,
including authorizing the sale of such property free and clear of
liens, claims, and encumbrances pursuant to Section 363(f) of the
Bankruptcy Code.

The Bankruptcy Court also granted limited stay relief to enable
borrowers or their tenants, as applicable, to assert related
counter-claims in foreclosure and eviction proceedings.

The Bankruptcy Court ruled that any action to be taken pursuant
to the relief authorized in this order is subject to the terms of
any cash collateral order or debtor in possession financing order
entered in these chapter 11 proceedings.  All amounts authorized
to be paid pursuant to this order are subject to the limitations
and restrictions imposed by the Approved DIP Budget (as defined
in the DIP Credit Agreement), the Bankruptcy Court stated.  To
the extent that there is any inconsistency between the terms of
this Order and the terms of any order relating to postpetition
financing or cash collateral, the terms of the orders relating to
postpetition financing or cash collateral will govern.

The Bankruptcy Court further clarified that this order will not
modify or affect the terms and provisions of, nor the rights and
obligations under:

(a) the Board of Governors of the Federal Reserve System Consent
    Order, dated April 13, 2011, among AFI, Ally Bank, ResCap,
    GMAC Mortgage, LLC, the Board of Governors of the Federal
    Reserve System, and the Federal Deposit Insurance
    Corporation;

(b) the consent judgment entered April 5, 2012 by the U.S.
    District Court for the District of Columbia, dated February
    9, 2012;

(c) the Order of Assessment of a Civil Money Penalty Issued Upon
    Consent Pursuant to the Federal Deposit Insurance Act, as
    amended, dated February 10, 2012; and

(d) all related agreements with AFI and Ally Bank and their
    subsidiaries and affiliates.

The Court will consider final approval of the Non-GA Loans Motion
on June 12, 2012.  Objections are due no later than June 5.

By the interim order, ResCap will quit funding $1.7 billion in
consumer home-equity lines of credit to conserve cash, Steven
Church of Bloomberg News.  The mortgage lender said in court
papers that funding those loans would "create liquidity concerns
for the estates," the report added.

Judge James Peck, who is sitting in for Judge Martin Glenn,
directed ResCap to provide consumers with information about their
legal rights related to the loan contracts, the report noted.  "I
consider this to be a fairly important matter," the bankruptcy
judge said during the hearing.

ResCap will continue to service loans that already have been
funded, the report said.  The company will also keep making and
funding mortgage loans to consumers buying loans, the report
added.

                            The Motion

Before the Petition Date, ResCap and its affiliates originated or
acquired and sold mortgage loans to private investors and
securitization trusts for so-called "private label" securitization
pools, which are referred to as Non-Governmental Association
Securitization Trusts.  The Non-GA Securitization Trusts are not
guaranteed by the Governmental Associations.

Due to a change in market conditions arising as a result of the
financial crisis, GMAC Mortgage no longer sells mortgage loans to
Non-GA Securitization Trusts.  However, GMAC Mortgage continues
to hold the servicing rights with respect to certain existing
Non-GA Securitization Trusts, and continues to service those
mortgage loans.

The Debtors were servicing 2.4 million domestic mortgage loans
with an aggregate loans with an aggregate unpaid principal
balance of approximately $374.2 billion, approximately 17% of
which are Non-Governmental Association Loans.  The holders of
Non-GA Loans, including the purchases of securities issued by
private label securitization trusts, are comprised of a broad
range of investors, such as pension funds, banks, insurance
companies, governmental bodies and other public and private
entities.

The Debtors seek relief to operate all components of their
businesses integral to servicing Non-GA Loans in the ordinary
course pending the closing of the mortgage and original servicing
sale.  Specifically, the Debtors ask the Court to:

  (i) authorize them to continue in the ordinary course (a)
      servicing Non-GA Loans, and (b) sale activities related to
      certain Non-GA Loans in foreclosure and real estate owned
      property; and

(ii) grant limited stay relief to enable borrowers or other
      tenants, as applicable, to assert counter-claims in
      foreclosure and eviction proceedings that are related to
      the subject matter of the underlying foreclosure or
      eviction complaint.

As of March 31, 2012, the Debtors estimate that they hold
approximately 4,180 housing units that have been foreclosed upon
under Non-GA Loans and are ready to be sold, with an aggregate
unpaid principal balance of approximately $523 million.   The
Debtors estimate that there are approximately 1,100 contracts
pending for the sale of real estate owned properties or Non-GA
REO, with approximately 1,000 sales scheduled to close on or
before June 30, 2012.  The Debtors estimate that sale proceeds
from Non-GA REOs during May and June 2012 will be approximately
$130 million.

Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, stresses that the private investors depend on the
performance of the servicer to ensure the recovery of their
investments.  In addition, the Debtors own subordinated, equity
or equity-like interests in certain jumbo and home equity
securitizations.  If the Debtors' ability to fully honor their
servicing obligations to investors is compromised, their
interests in these securitizations may experience a decrease in
value, she points out.  At best, the Debtors' failure to maintain
their current loan servicing operations for Non-GA Loans or
satisfy in their discretion certain outstanding obligations
related to this segment of their businesses could seriously
undermine the value of their enterprises and jeopardize the
contemplated sale to Nationstar Mortgage LLC, she emphasizes.

                           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, 2012.

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: Wins Interim OK for AFI Shared Svcs. Pact
--------------------------------------------------------------
The Bankruptcy Court authorized Residential Capital LLC and its
affiliates, on an interim basis, to enter into a shared services
agreement with Ally Financial Inc., nunc pro tunc to the Petition
Date for the continued receipt and provision of shared services
necessary for the operation of the Debtors' businesses.

The Debtors and AFI are bound by all of the terms and conditions
of the Agreement as of the Petition Date pending a final hearing
on the Motion.   Notwithstanding any provision in the Agreement
or this order to the contrary, AFI or the Debtors may immediately
terminate the Agreement without further relief from the Court
upon (a) entry by the Court of an order appointing a trustee or
an examiner with expanded powers; (b) acceleration of the
obligations due under the Debtors' debtor in possession credit
facility; (c) conversion of any of the Debtors' Chapter 11 cases
to a case under Chapter 7 of the Bankruptcy Code; (d) the failure
of the final order to be entered by the Court within 50 days of
the Petition Date, or (e) this order or the final order having
been stayed, reversed or otherwise rendered ineffective.

The Court further clarified that this order will not modify or
affect the terms and provisions of, nor the rights and
obligations under:

(a) the Board of Governors of the Federal Reserve System Consent
    Order, dated April 13, 2011, among AFI, Ally Bank, ResCap,
    GMAC Mortgage, LLC, the Board of Governors of the Federal
    Reserve System, and the Federal Deposit Insurance
    Corporation;

(b) the consent judgment entered April 5, 2012 by the U.S.
    District Court for the District of Columbia, dated February
    9, 2012;

(c) the Order of Assessment of a Civil Money Penalty Issued Upon
    Consent Pursuant to the Federal Deposit Insurance Act, as
    amended, dated February 10, 2012; and

(d) all related agreements with AFI and Ally Bank and their
    subsidiaries and affiliates.

The Court will consider final approval of the Shared Servicing
Motion on June 12, 2012.  Objections are due no later than
June 5.

                           The Motion

As reported by RESIDENTIAL CAPITAL BANKRUPTCY NEWS, 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, 2012.

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).


ROSETTA GENOMICS: To Raise $2.2 Million in Direct Offering
----------------------------------------------------------
Rosetta Genomics Ltd. entered into definitive agreements with
investors to purchase an aggregate of 632,057 ordinary shares at a
price of $3.50 per share in a registered direct offering.  The
offering is expected to close on or about May 22, 2012, subject to
the satisfaction of customary closing conditions.

Rosetta plans to use the net proceeds from the offering primarily
to fund its operations and for other general corporate purposes,
including, but not limited to, repayment or refinancing of
existing indebtedness or other corporate borrowings, working
capital, intellectual property protection and enforcement, capital
expenditures, investments, acquisitions or collaborations,
research and development and product development.

Aegis Capital Corp. acted as the exclusive placement agent for the
offering.

A shelf registration statement relating to the securities offered
and sold in the offering has been filed with the Securities and
Exchange Commission and has been declared effective.  A final
prospectus supplement relating to the offering will be filed by
Rosetta with the SEC.  Copies of the final prospectus supplement
and accompanying prospectus may be obtained directly from Rosetta
by contacting Rosetta Genomics Ltd., 10 Plaut Street, Science
Park, Rehovot 76706, Israel or via telephone at 215-382-9000 ext.
309 or via e-mail at investors@rosettagenomics.com or from Aegis
Capital Corp. by request to Prospectus Department, 810 Seventh
Avenue, 11th Floor, New York, NY, 10019, telephone: 212-813-1010
or e-mail: prospectus@aegiscap.com

                         Agency Agreement

Rosetta Genomics entered into a Placement Agency Agreement with
Aegis pursuant to which Aegis agreed to use its reasonable best
efforts to arrange for the sale of up to 632,057 of Rosetta's
ordinary shares.  Also, on May 16, 2012, Rosetta entered into a
Securities Purchase Agreement, pursuant to which Rosetta agreed to
sell an aggregate of 632,057 ordinary shares at a price of $3.50
per Share to various investors in a registered direct offering.
The Offering is expected to close on or about May 22, 2012,
subject to the satisfaction of customary closing conditions.

For its services as placement agent in the Offering, Aegis will
receive cash compensation in the amount of approximately $154,854
and a Purchase Option Agreement to purchase 15,802 ordinary shares
at an exercise price of $4.375 per share.  The Option Agreement
expires on May 16, 2017.

The net proceeds to Rosetta from the Offering, after deducting
placement agent's fees and expenses and Rosetta's estimated
Offering expenses are expected to be approximately $2.0 million.

                           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.

In its auditors' report for the 2011 financial statements, 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.


RYAN INTERNATIONAL: Court Wants Sundowner to Open Deposit Account
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
in consideration of Hardin County Savings Bank's motion to
prohibit Ryan International Airlines, Inc., et al.'s use of cash
collateral, ordered that:

   1. Debtor Sundowner 102, LLC will provide to Hardin updated
financial statements, including: (i) a balance sheet with a date
as close as possible to the Petition Date of March 6, 2012; and
(ii) a profit and loss statement.

   2. Debtor Sundowner 102 will open a new deposit account with
INTRUST Bank N.A. and will deposit the cash collateral in which
Hardin asserts a security interest consisting primarily of
prepetition accounts receivable, but also including all chattel
paper and general intangibles of Debtor Sundowner 102, held in the
approximate amount of $188,000, or received in the future, into
the said account.

As reported in the Troubled Company Reporter on March 30, 2012,
Hardin County Savings Bank asked that the Court to bar the Debtors
from using the bank's cash collateral.

Hardin County Savings Bank said it is the owner and holder of a
first priority secured claim against Ryan's debtor-affiliate,
Sundowner 102 LLC, in the approximate amounts of $2,107,425 and
$312,229.  Hardin County Savings Bank said it has not consented to
the use of cash collateral by Sundowner.  The bank said it is
secured by all of the account receivables and related proceeds of
Sundowner.

                      About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marshall Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Thomas J. Lester,
Esq., at Hinshaw & Culbertson LLP, serves as the Debtors' counsel.
Silverman Consulting serves as financial advisor.  The petition
was signed by Mark A. Robertson, executive vice president.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.


SAAB CARS: Authorized to Continue Parts Sale Business Until May 30
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware (i)
authorized Saab Cars North America, Inc. to continue the parts
sale business to the Saab dealer network in North America until
May 30, 2012; and (ii) approved the agreement for use of the cash
collateral, including adequate protection arrangements.

The Debtor and Caterpillar Logistics Services LLC are parties to
certain Amended and Restated Logistics Services Agreement, dated
Aug. 1, 2000, as amended, that provides integrated logistics
services by Cat Logistics to the Debtor in connection with the
Saab-related automotive supplies and replacement parts and
accessories.

The Debtor plans to continue operating its business in an
uninterrupted fashion, which requires the use of the cash
collateral share of $100,000 a week effective March 2, 2012.  The
Debtor cash collateral share is to pay the expenses necessary for
the continued operation of the Debtor's business and the
management and preservation of the Debtor's assets and properties
and the administration of the Chapter 11 case.

The Debtor and Cat Logistics agree that (i) all expenses and
amounts incurred or chargeable by Cat Logistics under the LSA or
the security agreement are secured by first priority non-avoidable
liens on and security interests in the parts inventory and in
transit inventory, and all accounts, chattel paper, etc.

Additionally, the Court also ordered that the Debtor and McTevia &
Associates are authorized to terminate the existing escrow account
at Comerica Bank, established in connection with the interim parts
inventory services agreement, and transfer all funds in the
existing escrow account to a new escrow account to be opened by
the Debtor.  The Debtor is authorized to pay McTevia & Associates
LLC $5,000 for its services in managing the escrow account since
the inception of the case.

As adequate protection from any diminution in value of the the
lender's collateral, the Debtor will grant Cat Logistics
additional liens in and upon all of the existing and future assets
and properties of the Debtor of every kind and catefory as to
which Cat Logistics possessed a lien.

                       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.


SAINT VINCENTS: Plan Confirmation Hearing Scheduled for June 25
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on June 25, 2012, at 11 a.m. (prevailing
Eastern Time, to consider the confirmation of Saint Vincents
Catholic Medical Centers of New York, et al.'s Amended Chapter 11
Plan dated May 17, 2012.

On May 17, 2012, the Bankruptcy Court approved the Disclosure
Statement and thereafter entered an order finding that the
Disclosure Statement contains adequate information.

The Court set June 15, at 5 p.m., as the deadline to submit
ballots accepting or rejecting the Plan.

The address for delivery of ballots to the voting agent is:

       Saint Vincents Catholic Medical Centers of New York (2010)
       Ballot Tabulation Center
       c/o Epiq Bankruptcy Solutions, LLC
       FDR Station
       P.O Box 5014
       New York, NY 10151-5014

A full-text copy of the Amended Chapter 11 Plan is available for
free at http://bankrupt.com/misc/SAINT_VINCENTS_ds_amended.pdf

As reported in the Troubled Company Reporter on May 8, 2012,
according to the Disclosure Statement, the Plan is predicated
upon, and seeking approval to implement, various material creditor
settlements with the Debtors' largest, secured, priority and
unsecured creditors, well as a global intercompany settlement
negotiated among the Debtors and with the Official Committee of
Unsecured Creditors and other settling creditor parties.  All of
these settlements reflect extensive and protracted negotiations
among multiple parties -- all with the goal of providing for an
efficient and expeditious emergence from these Chapter 11 Cases
and the avoidance of costly litigation that, if pursued, would
only substantially reduce, or perhaps eliminate, recoveries for
creditors in the cases.

The Plan will be funded by the proceeds of the Liquidating Trust
Assets.  After the payment or reservation for all Allowed
Unclassified Claims; all Allowed Claims in Classes 1 and 2,
Liquidating Trust Reserves, the Operating Accounts, and the Tail
Funds, all Remaining Cash will be used to fund the Unsecured
Claims Fund.

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

                        About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SALLY HOLDINGS: Sells $700 Million Senior Notes to Merrill Lynch
----------------------------------------------------------------
Sally Holdings LLC and Sally Capital Inc., both subsidiaries of
Sally Beauty Holdings, Inc., and certain domestic subsidiaries of
the Company, entered into an underwriting agreement with Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse
Securities (USA) LLC, Wells Fargo Securities, LLC, Deutsche Bank
Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC
and RBC Capital Markets, LLC, pursuant to which the Issuers sold
$700,000,000 aggregate principal amount of the Issuers' 5.75%
Senior Notes due 2022 to the Underwriters.  The closing of the
sale of the Notes occurred on May 18, 2012.

The net proceeds from the sale of the Notes will be used to pay in
full the aggregate outstanding principal amount owing under
Holdings' senior secured term loan facility due 2013, plus any
accrued and unpaid interest thereon, and approximately $91.1
million of the outstanding principal amount under Holdings' senior
revolving credit facility.  To the extent there are any net
proceeds remaining, Holdings intends to use the remainder of the
net proceeds from the offering for other general corporate
purposes.

The Notes were issued pursuant to an Indenture, dated as of
May 18, 2012, by and among the Issuers, the guarantors listed
therein and Wells Fargo Bank, National Association, as Trustee as
supplemented by a Supplemental Indenture dated as of May 18, 2012.
The Indenture provides that interest on the Notes is payable
semiannually in arrears on June 1 and December 1 of each year, and
the Notes mature on June 1, 2022.

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

                        http://is.gd/LLs9CT

                        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.


SEDONA DEVELOPMENT: Stipulation Aiding Confirmation of Plan Okayed
------------------------------------------------------------------
The Hon. Redfield T. Baum of the U.S. Bankruptcy Court for the
District of Arizona approved a stipulation in aid of confirmation
of Sedona Development Partners, LLC, and The Club at Seven
Canyons, LLC' Amended Joint Plan of Reorganization.

The stipulation entered between the Debtors and Williams Scotsman,
Inc., provides for, among other things:

   -- the withdrawal of Williams Scotsman's motion for relief from
      the automatic stay; and

   -- the adversary proceeding commenced by SDP is dismissed.

                 About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club At Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.


SEMCRUDE LP: District Court Dismisses Luke Oil's Plan Appeal
------------------------------------------------------------
Luke Oil Company, C&S Oil/Cross Properties Inc., Wayne Thomas Oil
and Gas, and William R. Earnhardt failed to advance on their
appeal from the Bankruptcy Court order confirming SemCrude L.P.'s
Fourth Amended Joint Plan.  Delaware District Judge Leonard P.
Stark, siding with SemCrude, ruled that the appeals are equitably
moot as the Plan has been substantially consummated.

The District Court also dismissed Luke Oil's appeal from the
Bankruptcy Court's (1) Order Establishing Procedures for the
Resolution of Liens Asserted Pursuant to Producers' Statutory Lien
or Similar Statutes; (2) Order Denying Motion of Luke Oil Company,
et al., on Behalf of Themselves and All Similarly Situated Persons
for Reconsideration of [the Lien Procedures Order] or, in the
Alternative, for Certification to the Third Circuit of Certain
Issues; and (3) the Order (and accompanying Opinion) entered on
June 19, 2009 in Adversary Proceeding No. 08-51445 (BLS).

Luke Oil had insisted they "do not seek to overturn the
confirmation," but rather "simply seek their day in court."  Judge
Stark disagrees, saying it is unclear what Luke Oil hopes to
accomplish short of reversal of the Confirmation Order and the
earlier, related decisions.  Altering the Bankruptcy Court's
determination in the manner Luke Oil requests would jeopardize the
entire reorganization Plan.

A copy of the District Court's May 21, 2012 Memorandum Order is
available at http://is.gd/P2cyiffrom Leagle.com.

The case before the District Court is, LUKE OIL COMPANY, C&S
OIL/CROSS PROPERTIES INC., WAYNE THOMAS OIL AND GAS, and WILLIAM
R. EARNHARDT, Appellants, v. SEMCRUDE, L.P., et al., Appellees,
Civil Action No. 09-994-LPS (D. Del.).

The appellants, Luke Oil Company, C & S Oil/Cross Properties,
Inc., Wayne Thomas Oil and Gas and William R. Earnhardt Co.,
Appellant, are represented by Duane D. Werb, Esq. --
dwerb@werbsullivan.com -- at Werb & Sullivan.

As reported by the Troubled Company Reporter on Jan. 5, 2012, the
U.S. Court of Appeals for the Third Circuit dismissed a separate
appeal from the Confirmation Order lodged by Manchester Securities
Corp., the largest creditor of SemGroup Holdings, L.P.

Third Circuit Judge Dolores Sloviter, who wrote the opinion,
agreed with the District Court that permitting Manchester's claim
would threaten the financial health of the Reorganized Debtors and
undercut the Plan.  Circuit Judge Thomas I. Vanaskie and District
Judge Lawrence F. Stengel of the U.S. District Court for the
Eastern District of Pennsylvania, sitting by designation, were the
two other members of the review panel.

Judge Stark also pointed to the Third Circuit's decision in his
ruling.

                      About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SM ENERGY: Moody's Affirms 'Ba3' CFR; Outlook Positive
------------------------------------------------------
Moody's Investors Service changed SM Energy Company's rating
outlook to positive from stable. Moody's also affirmed the
company's Ba3 Corporate Family Rating (CFR) and existing B1 senior
notes ratings. The Speculative Grade Liquidity rating remains SGL-
3.

Ratings Rationale

"The positive outlook reflects SM Energy's growing reserves and
production scale and relatively low financial leverage," commented
Pete Speer, Moody's Vice President. "If the company is able to
continue its present growth trajectory with good returns on
investment then the ratings could be upgraded."

SM Energy's Ba3 Corporate Family Rating (CFR) is supported by its
sizable production and proved reserve scale, significant and
growing exposure to oil and natural gas liquids production, and
leverage metrics that are among the lowest of the Ba3 peer group.
The company is achieving strong production growth in the Eagle
Ford shale, where it holds sizable operated and non-operated
acreage positions. SM Energy also owns acreage in the Bakken shale
and Granite Wash where it is also increasing capital spending to
boost its oil and natural gas liquids production. The company is
able to reduce its capital spending in the Haynesville shale to
minimal levels while retaining most of its acreage there if
natural gas prices improve.

The CFR could be upgraded to Ba2 in 2013 if SM Energy increases
its reserve and production scale, boosts its investment returns
and maintains its low financial leverage. Proved developed (PD)
reserves approaching 175 million boe, leveraged full-cycle returns
above 1.5x with leverage on production and PD reserves under
$15,000/boe and $8/boe would be supportive of a Ba2 rating. In
contrast, if the production and proved reserve response from the
large capital investments is weaker than expected, then leverage
could increase significantly and pressure the ratings.
Debt/average daily production sustained above $20,000/boe or
Debt/PD above $10/boe could result in a ratings downgrade.

The SGL-3 rating is based on Moody's expectation that SM Energy
will maintain adequate liquidity through the first quarter of
2013. The company has a $1 billion committed senior secured
revolving credit facility with a current borrowing base of $1.5
billion that had approximately $688 million of available borrowing
capacity at March 31, 2012, pro forma for the redemption of its
convertible notes in April and May 2012. This provides liquidity
for the company's planned capital expenditures in excess of cash
flows over the remainder of 2012 and into 2013. The company has
significant covenant compliance headroom that we expect to
continue. Although the company's oil and gas properties are fully
encumbered by the credit facility, the substantial excess of the
borrowing base above the committed facility provides significant
flexibility to execute asset sales to raise cash for its capital
investment.

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

SM Energy Company is an independent exploration and production
company based in Denver, Colorado.


SNOKIST GROWERS: Court OKs Sale to Del Monte and Pacific Coast
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Snokist Growers was authorized on May 18 to sell its
assets to Del Monte Corp. and Pacific Coast Producers for $27.8
million in cash and debt assumption.  After secured claims are
paid, $1.46 million will be left over.  The assets were put up for
auction after a going-concern sale failed. In addition to the
purchase price, Snokist has $16.9 million in cash on hand that's
subject to liens of secured lenders.  When the sale is completed,
secured claims of $37.6 million will be paid in full, along with
$4.48 million owing to creditors with claims for fresh produce
that are entitled to payment in full.

                       About Snokist Growers

Headquartered in Yakima, Washington Snokist Growers --
http://www.snokist.com/-- is a century-old cooperative of fruit
growers.  Snokist provides fresh and processed pears, apples,
cherries, plums, and nectarines.

Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash.
Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after
sales couldn't recover from allegations that it violated food-
safety rules.  Judge Frank L. Kurtz presides over the case.
Lawyers at Bailey & Busey LLC serve as the Debtor's counsel.  In
its petition, the Debtor scheduled $69,567,846 in assets and
$73,392,906 in liabilities.  The petition was signed by Jim Davis,
president.

Counsel for lender Rabo AgriFinance, as agent for itself and
KeyBank, is James Ray Streinz, Esq., at McEwen Gisvold, LLP.
Counsel for KeyBank National Association is Bruce W. Leaverton,
Esq., at Lane Powell, P.C., in Seattle.

Robert D. Miller Jr., the United States Trustee for Region 14,
appointed three unsecured creditors to serve on the Official
Committee of Unsecured Creditors of Snokist Growers.  The
Committee is represented by Metiner G. Kimel, Esq., at Kimel Law
Offices.

Keybank is represented by Bruce W. Leaverton, Esq., and Tereza
Simonyan, Esq., at Lane Powell PC.


SOLYNDRA LLC: Wants Loan Termination Date Extended Until Sept. 29
-----------------------------------------------------------------
Solyndra LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to:

   -- extend the commitment termination date as defined in the
final order (i) authorizing the Debtors to (a) obtain postpetition
secured financing and (b) utilize the cash collateral; and

   -- increase the DIP Commitment.

The existing commitment termination date under the final order is
June 2, 2012, and the extent of financing available to the Debtors
is $4 million.

The Debtors seek a Sept. 29 extension of the commitment
termination date and an increase in the amount of borrowing
available from $4 million to $7 million.

The Debtors propose to borrow additional funds consistent with the
increased DIP commitment and to make disbursements through the
proposed extended commitment termination date.

The Debtors are soliciting consent to the proposed extended
commitment termination date and increase commitment from their
principal secured lenders, Argonaut Ventured, L.L.C., as
prepetition tranche A term loan facility representative and
prepetition tranche E agent, and the United States Department of
Energy, as prepetition tranche B/D agent.

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

The Debtors set a May 30, hearing, at 4 p.m., prevailing eastern
Time, on the relief requested.  Objections, if any, are due
May 23, at 4 p.m.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.


SP NEWSPRINT: Wants Plan Filing Deadline Extended to Sept. 10
-------------------------------------------------------------
SP Newsprint Holdings LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to further extend the periods within
which only they may file a Chapter 11 plan and solicit acceptances
of the plan to Sept. 10, 2012, and Nov. 9, 2012, respectively.

The size and complexity of the Chapter 11 cases, by themselves,
justify an extension of the Exclusive Periods, the Debtors said.
The Debtors own and operate, out of Connecticut, two newspaper
mills in Georgia and Oregon and 23 recycling facilities in nine
states, and they employ over 670 employees.  Since the Petition
Date, the Debtors and their advisors have been focusing their
efforts on stabilizing the Debtors' business, ensuring a smooth
transition into Chapter 11, and marketing the Debtors' assets.
With numerous interests to protect and satisfy, spread across
thousands of creditors with potential claims against their
estates, the Debtors' cases are relatively large and complex
enough to warrant an extension of the Exclusive Periods.

According to the Debtors, they have accomplished a great deal in a
relatively brief span of time.  The Debtors have negotiated DIP
financing on a final basis.  The Debtors are currently conducting
a going-concern sale process in an attempt to maximize enterprise
value for the benefit of their creditors and other parties-in-
interest.

The Debtors say that they have been paying their undisputed post-
petition debts as they come due and have operated their business
within a court-approved budget and in accordance with the
provisions of their DIP facility, and they intend to continue to
do so.  They assure the Court that no post-petition creditors
should be prejudiced by the requested extension of the Exclusive
Periods.

                        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., at Cahill Gordon & Reindel LLP serve as the Debtors' lead
counsel.  Lee E. Kaufman, Esq., and Mark D. Collins, Esq., 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
$318 million in assets and $323 million 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.


SPRINT NEXTEL: Ten Directors Elected at Annual Meeting
------------------------------------------------------
Sprint Nextel Corporation's 2012 meeting of shareholders was held
on May 15, 2012.  The shareholders elected ten director nominees,
namely:

   (1) Robert R. Bennett;
   (2) Gordon M. Bethune;
   (3) Larry C. Glasscock;
   (4) James H. Hance, Jr.;
   (5) Daniel R. Hesse;
   (6) V. Janet Hill;
   (7) Frank Ianna;
   (8) Sven-Christer Nilsson;
   (9) William R. Nuti; and
  (10) Rodney O'Neal

The ratification of the appointment of independent auditors
received the affirmative vote of a majority of the votes cast and
was passed.  The proposal to amend the Company's Articles of
Incorporation was passed, as well as the proposal to approve the
material terms of the performance objectives under the 2007
Omnibus Incentive Plan, as amended.

None of the shareholder proposals voted on at the meeting received
a majority of the votes cast.  The shareholder proposals that were
included in the proxy statement were Bonus Deferral Policy,
Political Contributions and Network Neutrality.

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at March 31, 2012, showed
$50.61 billion in total assets, $40.02 billion in total
liabilities, and $10.59 billion in total shareholders' equity.

                            *     *     *

In February 2012, Moody's Investors Service assigned a B3 rating
to Sprint Nextel's proposed offering of Senior Unsecured Notes and
a Ba3 rating to Sprint's proposed offering of Junior Guaranteed
Unsecured Notes. The proceeds will be used for general corporate
purposes, the repayment of existing debt, network expansion and
modernization, and the potential funding of Clearwire. All of
Sprint's ratings remain on review for possible downgrade,
including those assigned and the company's B1 corporate family
rating and B1 probability of default rating.

Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Sprint's proposed $1 billion of
senior guaranteed notes due 2020. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 billion revolving credit facility. The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery in
the event of payment default.

Fitch Ratings has assigned ratings to Sprint's $2 billion notes
offering.  This includes a 'BB/RR2' rating to the junior
guaranteed unsecured notes due 2020 and a 'B+/RR4' rating to the
unsecured senior notes due 2017.


STOCKTON, CA: Creditors Extend Negotiating Deadline
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Stockton, California, and its creditors agreed to a
30-day extension of the 60-day negotiating period mandated by
state law.  The city can't file a Chapter 9 municipal bankruptcy
until the negotiating window closes.

                    About Stockton, California

Stockton, California, the seat of San Joaquin County, is the
fourth-largest city in the Central Valley of the U.S. state of
California. With a population of 291,707 at the 2010 census,
Stockton ranks as the state's 13th largest city.

Stockton was sued by the indenture trustee after failing to make a
payment of about $780,000 due Feb. 25 on $32.8 million in parking
garage revenue bonds.  The city council voted in February 2012 to
default on about $2 million in bond payments as a prelude under
state law for conducting workout negotiations with bondholders.

Stockton is taking advantage of a new California law that lets
municipalities in financial distress confidentially mediate with
creditors or "interested parties" with $5 million or more in
obligations or debt.

Ralph Mabey, a former U.S. bankruptcy judge, was selected as
mediator to conduct negotiations between the city and its
creditors.

Reuters notes Stockton's economy has been hit hard by the housing
market's steep downturn in inland California, slashing the city's
revenue.  Mayor Ann Johnston noted that only 150 new homes were
built in the city last year compared with 3,000 in 2007 and that
the city has cut $90 million in spending over the last three
years, the report says.


STONE ENERGY: Moody's Upgrades CFR/PDR to 'B2'; Outook Stable
-------------------------------------------------------------
Moody's Investors Service upgraded Stone Energy Corporation's
Corporate Family Rating (CFR) and Probability of Default (PDR)
rating to B2 from B3. At the same time, Moody's upgraded Stone's
senior unsecured note rating to B3 from Caa1 and subordinated note
rating to Caa1 from Caa2. Moody's also changed the company's
Speculative Grade Liquidity rating to SGL-2 (from SGL-3)
reflecting good liquidity through 2013. The rating outlook is
stable. This action concludes Moody's review for upgrade, which
commenced on April 2, 2012.

Issuer: Stone Energy Corporation

  Upgrades:

     Corporate Family Rating, Upgraded to B2 from B3

     Probability of Default Rating, Upgraded to B2 from B3

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

     US$375M 8.625% Senior Unsecured Regular Bond/Debenture,
     Upgraded to B3 from Caa1

     US$375M 8.625% Senior Unsecured Regular Bond/Debenture,
     Upgraded to a range of LGD4, 58% from a range of LGD4, 59%

     US$200M 6.75% Senior Subordinated Regular Bond/Debenture,
     Upgraded to Caa1 from Caa2

     US$200M 6.75% Senior Subordinated Regular Bond/Debenture,
     Downgraded to a range of LGD6, 92% from a range of LGD6, 90%

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Ratings Rationale

"The upgrade reflects Stone's substantial progress towards
diversification away from the conventional shelf of Gulf of Mexico
(GOM) and a more sustainable growth profile that will support a
higher level of future production," noted Sajjad Alam, Moody's
Analyst. "Growing production from the liquids-rich part of the
Marcellus Shale and deepwater assets in the GOM, which together
accounted for roughly one-third of Stone's early second quarter
2012 production, should more than offset natural declines in shelf
properties and improve Stone's overall full-cycle cost profile
through 2013."

The B2 CFR benefits from Stone's significant liquids production
(51% oil and 5% NGLs in the first quarter 2012) and favorable
leverage in terms of production ($20,600 per boe), proforma for
the recent acquisition of the remaining 25% interest in the
Pompano field. Stone's ratings are restrained by the company's
limited scale, concentrated Gulf of Mexico assets that are
characterized by steep decline rates, short PD (proved developed)
reserve life and weak capital productivity, and high cost
structure. The rating also considers the significant capital,
execution and performance risk involving Stone's growth strategy
outside of the shallow waters of the GOM.

Stone has demonstrated its desire to pursue onshore and deepwater
targets more vigorously since 2010 in order to improve capital
productivity and diversify its asset mix. The company plans to
spend roughly 66% of its $625 million 2012 capex outside of the
conventional shelf. Historically, Stone's ratings have been
restrained by the company's heavy reliance on the conventional
shelf production and inability to replace reserves at reasonable
costs. Organic reserve additions have been inconsistent and while
acquisitions have provided reserves, costs associated with these
acquisitions have been high. However, while the shelf properties
do not offer attractive growth opportunities, these assets will
continue to generate strong and steady cash flows and support
funding for exploration and development opportunities elsewhere.

Stone has approximately 83,000 net acres in the prolific Marcellus
Shale and virtually all of the company's current development
activities are focused on the wet gas regions in the southwestern
part of the shale play. Although production has not ramped up
according to original plans because of infrastructure constraints,
we believe transportation and processing issues have been
sufficiently addressed to allow significant volume growth during
the balance of 2012. Approximately 30% of Stone's 2012 capital
budget ($625million) has been dedicated to the Marcellus, where
about 22 to 27 horizontal wells will be drilled this year, mostly
in the Mary and Heather fields in northwest West Virginia. The
company expects to exit the year producing 10,000 boe/day,
equivalent to roughly 23%-24% of total company production.

The company has also exhibited its desire to establish a larger
footprint in the deepwater GOM evidenced by recent acquisitions.
The two Pompano acquisitions together have lifted deepwater
production by roughly 4,300 boe/day. Deepwater projects however,
are higher-cost and higher-risk endeavors that could add
volatility to Stone's cash flows. Stone plans to mitigate its
capital and exploration risk by taking partial ownership and by
acquiring properties with a significant component of proved
reserves. Still, we expect deepwater capital spending to grow
considerably through 2013 as the company tries to grow size and
scale.

Stone should maintain good liquidity through mid-2013 which is
reflected in Moody's SGL-2 speculative grade liquidity rating. At
March 31, 2012, the company had approximately $177million of
proforma cash (following the Pompano acquisition) and $372 million
of availability under its $400 million borrowing base revolver,
which matures on September 15, 2014 (or, on April 26, 2015 if the
notes issued under Stone's 2004 indenture are retired on or before
April 15, 2014). Stone's funds from operations, cash balance and
revolver availability should sufficiently cover capital
expenditures and working capital requirements through mid 2013.
There is ample headroom under the financial covenants governing
the credit facility and Stone should have unimpeded access to the
revolver.

The stable outlook reflects Stone's improved production visibility
and liquidity.

An upgrade would be considered if Stone was able to sustain
production above 50,000 boe/day with a significant portion of
production coming from onshore areas while maintaining its debt to
proved developed reserves below $10 per boe.

A negative rating action is unlikely in the near term absent a
material decline in production due to weather related or
operational issues. The rating could be downgraded if Stone's debt
to average daily production exceeds $27,000 per boe or debt to PD
reserves climbs above $15 per boe.

The principal methodologies used in rating Stone were the
Independent Exploration and Production Industry methodology
published in December 2011, and the Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA, published in June 2009.

Stone Energy Corporation, headquartered in Lafayette, Louisiana,
is an independent E&P company with primary producing properties
located in the conventional shelf of the GOM, the deepwater of the
GOM, and the Marcellus Shale in the Appalachia.


TIME WARNER: Fitch Retains 'BB+' Rating on Pref. Membership Units
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB' Issuer Default Rating (IDR)
for Time Warner Cable, Inc. (TWC) and its indirect wholly owned
subsidiary Time Warner Entertainment Co., L.P. Fitch also affirmed
the individual issuer ratings of TWC and its subsidiaries (as
outlined below).  The Rating Outlook is Stable.  As of March 31,
2012, TWC had approximately $27.1 billion of total debt
outstanding including mandatorily redeemable preferred equity.

Fitch believes that TWC has sufficient capacity within the
existing ratings to accommodate the company's $4 billion share
repurchase authorization and dividend policy while maintaining the
company's own 3.25x net leverage target.  In the absence of any
significant acquisition activity, Fitch does not expect any change
to the company's long-term leverage target.  TWC reported gross
leverage of 3.62x and net leverage of 3.27x as of March 31, 2012.
The leverage metrics are within Fitch's expectation and
management's target.  Moreover after adjusting TWC's leverage
metrics for its ICCI acquisition (including $100 million of
expected synergies), the company's gross leverage is 3.36x and net
leverage is 3.08x.  On a gross debt basis, Fitch anticipates total
debt outstanding as of year-end 2012 will approximate year-end
2011 debt levels.  Fitch expects TWC's leverage will be
approximately 3.35x as of year-end 2012.

Shareholder returns (dividends and stock repurchases) increased to
$3.3 billion during 2011 representing 120% of TWC's cash flow
(cash flow from operations less capital expenditures) generated in
2011.  Fitch expects aggressive shareholder returns will continue
during 2012, as TWC's board of directors increased the remaining
authorization under its share repurchase program to $4 billion
effective Jan. 26, 2012 and increased its annual dividend 17% to
$2.24.  Fitch expects shareholder returns during 2012 to match
cash flow after capital expenditures.

The operating leverage inherent in TWC's cable business along with
moderating capital intensity enable the company to generate
consistent levels of free cash flow (FCF; defined as cash flow
from operations less capital expenditures and dividends) and
provide TWC with significant financial flexibility.  TWC produced
over $2.1 billion of FCF during 2011 including $619 million of
benefit derived from various economic stimulus legislation.  Fitch
acknowledges that TWC's share repurchase authorization represents
a significant use of cash; however, Fitch believes that the
company would reduce the level of share repurchases (as
demonstrated when the company announced the ICCI acquisition)
should the operating environment materially change, in order to
maximize flexibility.  TWC is strongly positioned to continue
generating sustainable levels of FCF. However, cash taxes are
expected to materially increase during 2012 reflecting the
reversal of the bonus depreciation programs.  The negative swing
in cash taxes due to the reversal of bonus depreciation is
expected to total approximately $719 million during 2012,
negatively affecting TWC's free cash flow generation.
Notwithstanding the higher cash taxes, Fitch still expects TWC
will generate over $1.5 billion of annual free cash flow during
the ratings horizon.

Overall Fitch's ratings reflect TWC's strong competitive position
as the second largest cable multiple systems operator (fourth
largest multi-channel video program distributor) in the United
States, strong subscriber clustering profile and the company's
growing revenue diversity owing to the success of TWC's triple-
play service offering and growing commercial business.  Within the
context of existing competitive pressures and weak housing
formation and employment conditions, the ratings incorporate
Fitch's expectation that the company will continue to generate
solid operating metrics, along with sustainable EBITDA and FCF
growth over Fitch's rating horizon.

Outside of the company adopting a more aggressive long-term
leverage target, the weakening of TWC's competitive position
presents the greatest concern within TWC's credit profile.  The
competitive pressure associated with the service overlap among the
different telecommunications service providers, while intense, is
not expected to materially change during the ratings horizon.
TWC's network and the strategies used to maximize the bandwidth
capacity of the network provide the basis from which TWC derives
its strong competitive position and the flexibility to meet
changing market dynamics.  Fitch believes that TWC's operating
priorities which center on its 'TV Everywhere' initiative,
enhancing user interface, expanding its broadband service
capabilities, and growing its commercial business will enable the
company to strengthen its overall competitive position.

TWC's liquidity position is strong and is supported by expected
FCF generation and available borrowing capacity from TWC's new
$3.5 billion revolving credit facility that expires during April
2017 (put in place in April 2012 replacing the prior $4 billion
revolver that was set to expire in November 2013).  TWC has
approximately $1.9 billion of debt scheduled to mature during the
remainder of 2012.  Scheduled maturities total nearly $4.1 billion
during 2013 through 2015 representing 15% of outstanding debt.
Fitch expects that TWC will refinance maturing debt and
anticipates the TWC will have sufficient liquidity in place to
address its maturity schedule 12 to 18 months in advance of a
given maturity.

Fitch believes TWC will manage shareholder returns to maintain its
3.25x net leverage target.  There is flexibility in the current
ratings to withstand cyclical headwinds. Negative rating actions
are more likely to coincide with discretional actions of TWC
management including, but not limited to, the company adopting a
more aggressive financial strategy.  However, holding the
operating profile constant, positive rating actions would follow
the company's commitment to lowering leverage below 2.75x.  A
change in financial policy that increases the company's leverage
target above 3.75x would likely result in a negative rating
action.

Fitch has affirmed the following ratings with a Stable Outlook:

Time Warner Cable, Inc.

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB'.
  -- Short-term IDR at 'F2';
  -- Commercial paper at 'F2';

Time Warner Entertainment Company, LP

  -- IDR at 'BBB';
  -- Senior unsecured debt at 'BBB'.

Time Warner NY Cable, LLC

  -- Preferred membership units at 'BB+'.


TOWN CENTER: Plan Confirmation Hearing Scheduled for June 18
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on June 18, 2012, at 2 p.m., to consider
the confirmation of the Amended Plan of Reorganization for Town
Center at Doral, LLC, et al., as proposed by Landmark at Doral
Community Development District, a local unit of special purpose
government, U.S. Bank National Association, solely as Indenture
Trustee with regard to the Bonds and under the Indenture, and
Florida Prime Holdings, LLC.

The Court also set:

   1. May 28, as the deadline for fee applications;

   2. June 4, as the deadline for (i) the Debtor to serve notice
of fee applications; and filing (ii) objections to the
confirmation of the Plan, and (ii) ballots accepting or rejecting
the Plan; and

   3. June 13, as the deadline for (i) the Debtor to file
proponents report and confirmation affidavit, and (ii) individual
Debtor to file certificate for confirmation regarding payment of
domestic support obligations and filing support obligations and
filing required tax returns.

On Dec. 14, 2011, the Plan Proponents filed a motion to terminate
exclusivity.  At the hearing on the adequacy of the Debtors'
Disclosure Statement, held on Jan. 25, 2012, the Bankruptcy Court
required the Debtors to file an amended disclosure statement and
plan of reorganization and terminated exclusivity allowing
competing plans to be filed.

                      The District Creditor Plan

According to the Disclosure Statement, the general structure for
the implementation of the District Creditor Plan and the
Distributions involves: (1) the Sale of the Property; (2) the
creation of the Liquidating Trust; (3) the vesting of all of the
Debtors' Excluded Assets, and specifically excluding the Property,
in the Liquidating Trust on the Effective Date of the District
Creditor Plan; (4) the appointment of the Liquidating Trustee to
administer the Liquidating Trust; (5) the establishment of the
Liquidating Trust Account; and (6) effectuation of Distributions
to Holders of Allowed Claims pursuant to the priorities dictated
by the Bankruptcy Code as set forth in the District Creditor Plan
and Liquidating Trust.

Under the District Creditor Plan, all of the Excluded Assets of
the Debtors that exist as of Effective Date, but specifically
excepting the Property, will be transferred and conveyed to a
liquidating trust and vest in the Liquidating Trust.  A
Liquidating Trustee will be appointed under the District Creditor
Plan to control the Liquidating Trust.  The Liquidating Trustee
will be bonded in favor of the Liquidating Trust in an amount
equal to 150% of the cash assets transferred to the Liquidating
Trust as of the Effective Date of the Plan, which will be adjusted
to account for increases in Liquidating Trust assets or decreases
in Liquidating Trust assets due to distributions.  The Plan
Proponents propose Kenneth A. Welt, as the Liquidating Trustee.
The Debtors and the Committee support the choice.

All Creditors will be paid pursuant to the statutory priorities
under the Bankruptcy Code.

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

                     U.S. Trustee's Objection

Donald F. Walton, U.S. Trustee for Region 21, objected to the
Amended Disclosure Statement filed by Landmark at Doral, et. al.

According to the Trustee, the Disclosure Statement, among other
things:

   -- fails to explain whether the U.S. Trustee fees will be paid
from the carve out or if the Plan Proponent will fund those fees
separately including fees due as a result for the sale of the
properties;

   -- fails to identify the administrative expense claimants, and
fails to estimate the amount of anticipated administrative expense
claims or the source of payment; and

   -- fails to specify whether the source of repayment for the DIP
financing is the carve out.

                         About Town Center

Town Center at Doral, LLC, Landmark at Doral East, LLC, Landmark
at Doral South, LLC, Landmark Club at Doral, LLC, and Landmark at
Doral Developers, LLC, companies associated with the aborted
Landmark at Doral development, filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case Nos. 11-35884 to 11-35888) on Sept. 19,
2011, almost three years after AmTrust Bank sought to foreclose on
the project.  Town Center at Doral, LLC, posted assets of
$29,297,300 and liabilities of $166,133,171.  Isaac Kodsi signed
the petitions as vice president.

The Property consists of 16 individual tracts of land that remain
undeveloped with the exception of an unfinished 4-level parking
garage. Prior to the Petition Date, the Debtors had sought and
obtained approvals for the development of residential units
(townhomes and condominiums), retail/office/mixed use, and flex
office at the Property.

Mindy A. Mora, Esq., and Tara V. Trevorrow, Esq., at Bilzin
Sumberg Baena Price & Axelrod, LLP, in Miami, serve as counsel to
the Debtors.

Glenn D. Moses, Esq., at Genovese, Joblove & Battista, P.A., IN
Miami, represents the official committee of unsecured creditors.

Cleveland, Ohio-based AmTrust filed for foreclosure in
October 2008 based on the $124.4 million in mortgages that were
granted the developer in 2005.  Several projects started by EB
Developers fell into foreclosure after owner and CEO Elie Berdugo
died in February 2008.


TRIDENT MICROSYSTEMS: Has Until July 2 to Propose Chapter 11 Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Trident Microsystems, Inc. et al.'s exclusive periods to file and
solicit acceptances for the proposed Chapter 11 Plan until July 2,
2012, and Aug. 31, respectively.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.


TRIDENT MICROSYSTEMS: Can Sell MAP-X Audio to Cambridge Silicon
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Trident Microsystems, Inc. et al., to (i) sell certain assets
related to their MAP-X Audio Devices business to Cambridge Silicon
Radio Limited, and (ii) assume and assign certain executory
contracts.

Pursuant to the asset purchase agreement, the purchaser has agreed
to pay $900,000 for the purchased assets and to assume certain
related liabilities.  Specifically, the purchaser has agreed to
assume liabilities for certain employees of Trident Microsystems
(Europe) GmbH, the Debtors' German subsidiary, and certain
additional liabilities.  These employees, and certain additional
employees at TME GmbH also provide critical assistance with the
transition of the STB Business and TV Business.  In addition, the
purchaser has required consummation of the transaction by
May 21, 2012.

In a separate order, the Court also approved the request for
amendment of order (a) authorizing the sale of certain of the
Debtors' asset related to their Set Top Box business, except as
provided in the Entropic Communications, Inc. asset purchase
agreement.

The Court ordered that paragraph 22 of the Set Top Box order be
replaced in its entirety and replaced as:

   22. Allocation. The sale proceeds will be held in the U.S. bank
account of Debtor Trident Microsystems (Far East) Ltd., except
that up to $1,631,016 of the sale proceeds may be held in the
respective bank accounts of certain of the Debtor's subsidiaries
as reflected by he ownership of such STB assets prior to  the
closing of the sale of the STB business to Entropic. Neither this
order nor the purchase agreement will have any evidentiary or
other preclusive effect upon the allocation of the sale proceeds
among the sellers and their estates pending agreement of the
interested parties or further order of the Court upon notice to
the Debtors, the Official Committee of Unsecured Creditors, equity
Committee and the Office of the U.S. Trustee.

To the extent it may be applicable, the 14-day stay imposed by the
Rule 6004(h) of the Bankruptcy procedure is waived.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.


UAL CORP: Antitrust Claim Not Discharged by Chapter 11 Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a creditor who could not have discovered the
existence of an antitrust price-fixing conspiracy before United
Air Lines Inc. confirmed a Chapter 11 plan can pursue the claim
despite the discharge resulting from United's reorganization plan.
When sued for an antitrust violation, United filed a motion to
dismiss.

According to the report, U.S. District Judge John Gleeson in
Brooklyn denied the dismissal motion, saying that barring the
claim would be a violation of the Due Process Clause in the
Constitution.  He rested his opinion on the assumption that the
plaintiff could not have discovered the existence of the
conspiracy before United emerged from Chapter 11.  He said that
the result should come from a balancing of the interest of
fairness to the creditor with the bankrupt's right to a fresh
start.  Based on the assumption that the plaintiff could not have
known about the antitrust conspiracy before United emerged from
bankruptcy, Judge Gleeson ruled that the claim was not discharged.

                         About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.


UNITED RETAIL: Wants Until July 30 to Propose Liquidation Plan
--------------------------------------------------------------
The United Retail Group, Inc., et al., ask the U.S. Bankruptcy
Court Southern District of New York to extend their exclusive
periods to file and solicit acceptances for the proposed Chapter
11 Plan until July 30, 2012, and Sept. 28, respectively.

Since the closing date of the assets sale, the Debtors have
focused on confirming a chapter 11 plan of liquidation, analyzing
and objecting to claims and making distributions to creditors.
With respect to claims, the Debtors have begun to examine the
claims filed as of the April 27, 2012, bar date in an effort to
advance the reconciliation process to ensure timely and
appropriate distributions to creditors.  With respect to the plan
process, the Debtors are soliciting input from the Committee and
the buyer on the best means for implementing distributions to
creditors on a timeline consistent with the APA's Designation
Periods and the remaining wind-down activities.

The discussions have advanced and the Debtors expect to file a
plan and related disclosure statement and solicitation procedures
motion within the next week.

The Debtors seek an extension of the Exclusive Periods, however,
to ensure that the distribution and wind down process is
administered as efficiently as possible for the benefit of the
Debtors' creditors.

A hearing on May 31 at 10 a.m. (ET) has been set.  Objections, if
any, are due May 25, at 4 p.m.

                     About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.


VITESSE SEMICONDUCTOR: S. Perna Resigns as VP Product Marketing
---------------------------------------------------------------
Steve Perna resigned his position as Vitesse Semiconductor
Corporation's Vice President of Product Marketing and from all
other employment positions with the Company.  In connection with
his resignation, and in exchange for Mr. Perna entering into a
general release of claims, the Company agreed to pay to Mr. Perna
$7,230 and allowed him to retain a computer and cellular
telephone.

                           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.


WALLDESIGN INC: Court OKs BSW & Assoc. as Financial Advisor
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted Walldesign, Inc., permission to employ BSW & Associates as
its financial advisor.

As reported by the Troubled Company Reporter on Feb. 8, 2012, BSW
will: (a) prepare financial forecasts, bankruptcy schedules,
monthly operating reports, (b) develop bankruptcy emergency
strategies, (c) provide restructuring consultation, and
(d) interface with lenders and other interested parties.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.


WALLDESIGN INC: Has OK to Hire Winthrop Couchot as General Counsel
------------------------------------------------------------------
Walldesign, Inc., obtained from the U.S. Bankruptcy Court for the
Central District of California authorization to employ Winthrop
Couchot Professional Corporation as its general insolvency
counsel.

As reported by the Troubled Company Reporter on Feb. 16, 2012,
Winthrop Couchot will, among other things, advise the Debtor
regarding matters of bankruptcy law, including the rights and
remedies of the Debtor in regard to its assets and to the claims
of its creditors.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.


WALLDESIGN INC: Creditors Committee Has Dewey & LeBoeuf as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
case of Walldesign, Inc., asked for permission from the U.S.
Bankruptcy Court for the Central District of California to retain
Dewey & LeBoeuf LLP as attorneys to the statutory creditors'
committee, nunc pro tunc to Feb. 7, 2012.

Dewey & LeBoeuf will, among other things, assist and advise the
Committee in its consultation with the Debtor and other parties in
interest relative to the administration of the case for these
hourly rates:

     Sidney P. Levinson
     Business Solutions & Governance Partner        $800

     Joshua M. Mester
     Business Solutions & Governance Partner        $750

     Xinlin Li
     Business Solutions & Governance Associate      $370

     Connie Chang
     Business Solutions & Governance Associate      $370

     James Bergman
     Financial Analyst                              $685

To the best of the Committee's knowledge, Dewey & LeBoeuf is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.


WALLDESIGN INC: Brian Weiss OK'd as Chief Restructuring Officer
---------------------------------------------------------------
Walldesign, Inc., sought and obtained authorization from the U.S.
Bankruptcy Court for the Central District of California to appoint
Brian Weiss as chief restructuring officer to manage and oversee
the Debtor's business operations and bankruptcy estate.

Michael Bello has personal guaranteed the Debtor's loan
transactions entered into with Comerica Bank, the senior secured
creditor in this case.  Mr. Bello is one of the beneficiaries of
the value created and realized by Chapter 11, as the value
expected to be realized by this case will reduce the secured claim
held by Comerica Bank, and thus reduce Mr. Bello's personal
exposure.  Mr. Bello has been operating and continues to operate
the business a fiduciary for the benefit of all creditors, of
which he is one.  Based on Mr. Bello's involvement and
relationship with the Debtor, the Official Committee of Creditors
Holding Unsecured Claims has perceived and thus expressed concern
over Mr. Bello's ability to independently and objectively manage
the Debtor business and bankruptcy as a fiduciary to creditors.

In an effort to eliminate the Committee and Court of their
concerns, the Debtor agreed to appoint a CRO to ensure the
Debtor's continued honoring of its fiduciary duty in this case.
The Debtor believes that the appointment of Mr. Weiss as the
Debtor's CRO would be in the best interests of the estate and its
creditors.  As CRO, Mr. Weiss will manage and operate the Debtor's
business and oversee the administration of the bankruptcy case,
including, without limitation, completion of the Debtor's
construction projects, collection of accounts receivable, manage
all of the Debtor's assets and property, and develop an exit
strategy for this bankruptcy case.  The CRO will be compensated at
$295 per hour, or at a lower rate that may be paid to the extent
Mr. Weiss's services can be delegated to another professional.
Mr. Weiss will be paid on a monthly basis.

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

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP as attorney.


WALLDESIGN INC: Wants Plan Filing Exclusivity Until Aug. 1
----------------------------------------------------------
Walldesign, Inc., asks the U.S. Bankruptcy Court for the Central
District of California to extend the period within which the
Debtor has the exclusive right to file a plan until Aug. 1, 2012,
and the period within which the Debtor has the exclusive right to
solicit acceptances to the plan until Sept. 30, 2012.

The period within which the Debtor has the exclusive right to file
a plan, and to solicit acceptances thereto, currently expires on
May 3, 2012, and July 2, 2012, respectively.

From the commencement of the Chapter 11 case, the Debtor has
devoted its resources to, among other things: (i) preparing
schedules and statement of financial affairs, monthly operating
reports, and otherwise complying with the numerous administrative
requirements of the U.S. Trustee; (ii) working with customers in
the resolution of disputes in efforts to maximize collections in
its receivables; (iii) negotiating and responding to requests made
by the senior secured creditor, Comerica Bank, and counsel for
the Official Committee of Unsecured Creditors to resolve issues
and concerns related to the Debtor's use of cash collateral;
(iv) negotiating and securing post-petition financing from Mr.
Bello; (vi) seeking Court approval of the appointment of Brian
Weiss as the Debtor's Chief Restructuring Officer; (vi) seeking
Court approval of the sale of certain personal property no longer
necessary for the Debtor's operations, and engaging Credit
Managers Association to conduct an auction of personal property;
and (vii) evaluating potential claims and the prospect of
commencing litigation against third parties who inappropriately
recorded liens or asserted claims against customers for projects
for which the Debtor seeks to collect receivables.

The Debtor anticipates completing its projects in late June 2012.
"Once the Debtor completes its projects, the Debtor will be able
to evaluate more accurately the most reasonable terms and
treatment of creditors of its estate to include in a disclosure
statement and plan.  Thus, at this point in the Debtor's
bankruptcy case, it is premature and inefficient for the Debtor to
devote its resources to the formulation and filing of a plan,"
Jeannie Kim, Esq., at Winthrop Couchot, the attorney for the
Debtor, said.  Accordingly, the Debtor requests the extension of
its exclusivity periods to allow the Debtor to complete its
projects, continue with the evaluations of actions the estate may
have against third parties, and determine the best course of
action for its creditors.

Ms. Kim stated, "The Debtor has made substantial progress toward
completing its projects and thus maximizing value for its
creditors.  The completion of projects will allow the Debtor to
collect receivables, which will in turn be used to pay creditors.
The Debtor believes that the factual record overwhelmingly
demonstrates that the Debtor enjoys a 'promise of success' with
respect to its proposed reorganization, has progressed in its
Chapter 11 case and needs the additional time to assess and
resolve the outstanding issues addressed above and prepare a
plan."

The Debtor filed its cases in January 2012.  The Debtor has in
excess of 200 creditors who assert aggregate claims in excess of
$25 million against the Debtor's estate.  The Debtor has been
engaged in negotiations with Comerica and the Committee with
respect to resolution of their claims against assets of the
Debtor's estate.  Once those outstanding matters are resolved, the
Debtor intends to prepare and promptly file a plan.

The Debtor, according to Ms. Kim, is paying timely its accruing
obligations in this case with the exception of the accruing fees
of professionals employed in the Debtor's case.  The general
claims bar date expired on May 1, 2012, which will allows Mr.
Weiss to evaluate the validity of general unsecured claims.

                        About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP as attorney.


WOLF CREEK: New Owner to Auction Ski Resort Assets on June 1
------------------------------------------------------------
Utah Skier reports that Ski Area Management said Wolf Creek Utah
Resort, Wolf Mountain Ski Resort and a number of buildings and
other assets, including development property, will be sold at
auction on June 1.  In all, more than 3,00 acres of mountain
valley property is for sale.

According to the report, facing debts of about $20 million, the
property went into Chapter 11 bankruptcy protection two years ago.
It has been sold and the new owner is putting the resort up for
auction.

The report relates auction parcels include an 18-hole championship
golf course and clubhouse/restaurant, all of Wolf Mountain Ski
Resort (formerly known as Nordic Valley), Pineview Lodge Events
Center, Discovery Center and future development land suitable for
approximately 850 to 950 mixed use lots.  The ski area has 1,000
vertical and a top elevation of 6,500 feet.  A triple chair, two
doubles and a conveyor lift serve 100 acres.  It has lights for
night skiing, and snowmaking on approximately 60% of its terrain.

The report notes, on auction day a $100,000 dollar deposit in the
form of a cashier's check is required to bid.  Only registered
bidders will be admitted to the auction.

                   About Wolf Creek Properties

Eden, Utah-based Wolf Creek Properties, LC, filed for Chapter 11
bankruptcy protection on June 9, 2010 (Bankr. D. Utah Case No.
10-27816).  Miller Guymon, P.C. represented the Debtor as counsel.
An Official Committee of Unsecured Creditors hired Berkeley
Research Group as financial advisors.  The Company disclosed
$86,496,598 in assets and $20,646,001 in liabilities as of the
Chapter 11 filing.


WORLDSPACE INC: Wants Case Converted to Chapter 7
-------------------------------------------------
Chris Forrester at Advanced Television reports WorldSpace has
finally asked the U.S. Bankruptcy Court in Delaware to convert its
case to Chapter 7 liquidation.

According to the report, a statement from WorldSpace, as part of
its bankruptcy court filing, said: "The Debtors do not believe
that they will be able to propose or confirm a plan in these
cases, and are incurring administrative expenses.  Based on these
circumstances, the Debtors request that the Court grant the Motion
to convert these cases as soon as possible." The Court has
scheduled a June 6, 2012 hearing on the matter.

According to the report, Chapter 7 means that all pending legal
cases against a company are "stayed" and most creditors cannot
start or continue lawsuits, which will be a major disappointment
to the assorted class action lawsuits against WorldSpace or Noah
A. Samara, its founder, chairman and CEO.

The report recounts some of WorldSpace's many investors have
alleged deliberate deception and fraud in the class actions.

The report also notes the sale of WorldSpace's assets realized
next to nothing, and the orbiting satellites were bought by Mr.
Samara.

                        About WorldSpace, Inc.

WorldSpace, Inc., provided satellite-based radio and data
broadcasting services to paying subscribers in 10 countries
throughout Europe, India, the Middle East, and Africa.  WorldSpace
was founded in 1990 and is headquartered in Silver Spring,
Maryland.

The Debtor and two of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del., Case Nos. 08-12412 through
08-12414) on Oct. 17, 2008.  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, serve as the Debtors' bankruptcy counsel.  Kurtzman
Carson Consultants serves as claims and notice agent.  Neil
Raymond Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena,
Esq., at Elliot Greenleaf, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for bankruptcy, they
listed total assets of $307,382,000 and total debts of
$2,122,904,000.

WorldSpace completed the sale of substantially all assets related
to business effective June 23, 2010.


YOUNG BUCK: Judge Orders Sale of House to Pay Debt
--------------------------------------------------
Reuters reports that David Darnell Brown, aka Young Buck, was
apparently ordered to move out of his 5,000-square-foot mansion by
May 16.  The eviction follows a bankruptcy judge's order that
Young Buck's home be sold to pay off unpaid taxes.

According to the report, Young Buck owes nearly $334,000 in back
taxes.  To settle the debt, IRS agents recently raided Young
Buck's home and seized assets.

David Darnell Brown first filed a chapter 13 bankruptcy petition.
In January 2011, Judge George C. Paine II of the U.S. Bankruptcy
Court in Nashville, Tennessee, converted the case to Chapter 11.
In December 2011, Judge Paine converted Young Buck's Chapter 11
reorganization to a Chapter 7 liquidation.


YRC WORLDWIDE: Names Stephanie Fisher as VP and Controller
----------------------------------------------------------
Stephanie D. Fisher, age 35, was appointed Vice President and
Controller of YRC Worldwide Inc. effective May 16, 2012.  Ms.
Fisher has served in various positions in the Company's Corporate
Accounting department since 2004, most recently as Director ?
Financial Reporting.  Ms. Fisher received 8,000 shares of the
Company's restricted stock in connection with her promotion as the
Company's principal accounting officer, which shares will vest
ratably in one-fourth increments from the date of grant.  The
Company and Ms. Fisher will enter into the Company's standard form
of indemnification agreement for directors and officers.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that through
wholly owned operating subsidiaries offers its customers a wide
range of transportation services.  These services include global,
national and regional transportation as well as logistics.

The Company reported a net loss of $354.41 million in 2011, a
net loss of $327.77 million in 2010, and a net loss of
$619.47 million in 2009.

The Company's balance sheet at March 31, 2012, showed
$2.48 billion in total assets, $2.91 billion in total liabilities,
and a $431.81 million total shareholders' deficit.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


ZOGENIX INC: To Issue Additional 55.7MM Shares Under 2010 Plan
--------------------------------------------------------------
Zogenix, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registering the offer and sale of an
additional 55,766,311 shares of common stock of the Company for
issuance under the 2010 Plan.  The proposed maximum aggregate
offering price is $102.2 million.  A copy of the prospectus is
available for free at http://is.gd/KE81ch

                         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.

As reported in the TCR on March 8, 2011, Ernst & Young LLP, in San
Diego, Calif., expressed substantial doubt about Zogenix's ability
to continue as a going concern, following the Company's 2010
results.  The independent auditors noted that of the Company's
recurring losses from operations and lack of sufficient working
capital.

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.


* Conversion to Chapter 11 From Chapter 7 Isn't Mandatory
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a district judge in Chicago is the latest to weigh in
on the question of whether a bankrupt has an absolute right to
convert a case from Chapter 7 to another chapter.  The answer
given by U.S. District Judge Samuel Der-Yeghiayan is "no," when it
comes to conversion from Chapter 7 to Chapter 11.  Judge Der-
Yeghiayan said conversion wasn't mandated because the bankrupt
"failed to show that a conversion in the bankruptcy proceedings
would have been anything other than an exercise in futility."  The
case is Braunstein v. Waller, 11-7991, U.S. District Court,
Northern District of Illinois (Chicago).

Judge Der-Yeghiayan's decision on May 16 is the latest installment
in a controversy since the Supreme Court's 5-4 decision in 2007 in
a case called Marrama where the closely divided court departed
from the strict language of the statute and held that a bankruptcy
court isn't required to convert from Chapter 7 to Chapter 13 on
the bankrupt's request.


* Lawyer's Disbarment Costs Aren't Discharged
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a district judge in Florida ruled last week that a
$45,000 assessment to reimburse the state for the cost of an
attorney's disbarment proceeding wasn't discharged in the lawyer's
bankruptcy.  The case is Disciplinary Board of the Supreme Court
of Pennsylvania v. Feingold (In re Feingold), 11-23230, U.S.
District Court, Southern District of Florida (West Palm Beach).


* Moody's Says US Credit Card Delinquencies Continue to Fall
------------------------------------------------------------
Securitized credit card charge-offs in the US rose 27 basis points
in April to 5.21% from 4.92% in March, according to Moody's Credit
Card Indices. A significant increase in the charge-off rate of the
Citibank trust caused the rise. The increase for Citibank will
reverse course in the coming months, and Moody's expects the
charge-off rate index to resume falling over the next several
quarters to end 2012 at about 4%.

Historically low delinquencies and high payment rates continue to
attest to the improved average credit quality of receivables in
the credit card trusts, says Moody's.

"Issuers have charged off accounts of weaker cardholders at record
levels in the recent recession, and originators have added few new
accounts to securitizations," says Jeffrey Hibbs, a Moody's
Assistant Vice President and Analyst, and author of the index
report "Credit Card Charge-offs Rise in April; Delinquencies
Continue to Fall." "The improved credit quality of trusts'
receivables will support strong credit performance in credit card
trusts throughout the coming year."

Outside of the sharp increase for the Citibank trust, charge-offs
in April among the other five largest trusts were flat to slightly
lower. A portion of delinquent balances from last November
reaching its 180-day threshold for charge-offs, combined with the
technical impact on the annualization factor stemming from fewer
collection days in April pursuant to Citibank's day count
policies, was responsible for the monthly spike in the Citibank
trust charge-off rate.

The charge-off rate measures those credit card account balances
written off as uncollectible as an annualized percentage of total
outstanding principal balance.

The delinquency rate index declined by another 14 basis points to
2.59% in April from 2.73% in March, says Moody's, and reached a
new record low for the third consecutive month.

"The improvement in the delinquency rate index was again
ubiquitous throughout early, mid-, and late-stage delinquencies,"
says Moody's Hibbs.

The early-stage delinquency rate reached an all-time monthly low
of 0.66% in April, down from 0.72% in March.

The delinquency rate measures the proportion of account balances
for which a monthly payment is more than 30 days late as a percent
of total outstanding principal balance. The early-stage
delinquency rate measures the proportion of account balances for
which a monthly payment is between 30-59 days late as a percent of
total outstanding principal balance.

The payment rate index declined by 62 basis points to 21.49% in
April, from 22.11% in March. Moody's expected the slide, after the
index reached an all-time high in March, buoyed by the seasonal
effects of tax refunds. So far in 2012, the payment rate index is
still more than a full percentage point higher than it was last
year, although the pace of improvement is beginning to slow.

The payment rate measures the average amount of principal that
cardholders repay each month, as a percentage of total outstanding
principal balance.

The yield index fell by 23 basis points to 18.56% in April, from
18.79% in March, and it remains more than 250 basis points below
the April 2011 level, says Moody's. The decline is in large part
owing to the expiration of most issuers' principal discounting
initiatives, which artificially boosted their trust yields.

Yield is the annualized percentage of income, primarily finance
charges and fees, collected during the month as a percent of total
loans.

Higher charge-offs and a lower yield led to a decrease in the
excess spread index to 10.55%, in April from 11.08% in March, says
Moody's.

Excess spread is a measure of the overall performance of
securitized pools of credit card receivables.


* Moody's Sees Flat to Lower Telecom Business Services Revenue
--------------------------------------------------------------
Telecom company business-services revenue will be flat to lower in
2012 and 2013, as cable companies gain market share and US
employment growth remains sluggish, says Moody's Investors Service
in its new special comment "Cable Companies Quash Telecom
Business-Revenue Rebound" on the US Cable and Telecommunications
Industry.

"As businesses hire people, they spend more on telecom services,
and with current forecasts of only 1.5% employment growth in 2012
and 1.4% in 2013, we estimate equally anemic business-services
revenue growth in aggregate," said Mark Stodden, a Moody's analyst
and author of the report.

Moody's estimates that cable companies have captured approximately
8% of the total business services market and projects this share
to reach 13% by 2014. "While larger cable companies' greater
scale, better demographics and financial flexibility means they
can exploit the business sector for growth, smaller companies may
struggle to take advantage of any business services opportunity,"
added Mr. Stodden.

Moody's says Comcast Corp. and Time Warner Cable, Inc. are in the
best positions to continue to gain share of business telecom
services. Smaller competitors Atlantic Broadband Finance, Harron
Communications LP and MidContinent Communications, don't have the
scale, customer demographics or financial flexibility to exploit
the opportunity.

In addition, traditional wireline carriers Frontier Communications
Corp., Fairpoint Communications and Hawaiian Telcom Communications
Inc. lack strong business-services products and are most
threatened by cable, says Moody's. AT&T, Inc. and Verizon
Communications are much better positioned, says Moody's.

Competitive carriers Earthlink, Inc., Integra Telecom, Inc., U.S.
TelePacific Corp., and CCGI Holding Corp. (formerly Covad
Communications) are also vulnerable, given their reliance on voice
services revenue, says the report.


* Moody's Reports Modest US Life Insurers' Earnings Growth
----------------------------------------------------------
In aggregate, Moody's-rated US publicly traded life insurers
reported modestly higher operating earnings in Q1 2012 compared
with the same period last year, Moody's Investors Service says in
a new report. Net income was down sharply over the prior year
period, but increased slightly excluding non-economic losses at
MetLife and Prudential.

"Although earnings have stabilized across business lines, recovery
and real growth are likely to be slow and volatile for some
quarters to come, especially given continuing equity market
volatility, low interest rates and the soft economy," says Ann
Perry, Vice President and co-author of "US Life Insurers' Q1 2012
Results: Operating Earnings Grew Modestly; Macroeconomic Factors
Continue to Dampen Growth Prospects." These same factors have
dampened firms' prospects for strong earnings growth over the past
few years; operating earnings in the first quarter were up just 4%
over the same period last year.

Impairments have largely stabilized at about 5 basis points per
quarter. While Aflac and AIG continue to be the negative outliers,
at 13 and 11 basis points, respectively, their impairments remain
manageable. Aside from Aflac's write-downs in Q4 2011, US life
insurers are expected to see only modest impairments on their
European investments going forward, Perry notes, given their
limited exposure to troubled sovereigns and banks.

"Life insurers are adding higher yielding assets to their
investment portfolios by marginally increasing allocations to
alternative investments, private placements and commercial
mortgage loans," Perry says. She notes, however, that firms will
need to carefully balance the benefits of higher yields with the
impact of greater risk and/or less liquidity in their investment
portfolios.

Fixed annuity sales declined 35% during Q1 2012, reflecting low
interest rates and the fact that AIG has pulled back from this
business. Excluding AIG, year-over-year sales were essentially
flat. Variable annuity sales declined 14% for the industry in the
quarter, driven mainly by lower sales at MetLife and Prudential.

Although capital generation was minimal, as net income was almost
entirely redeployed in share buybacks and shareholder dividends,
statutory capital nonetheless remains strong, driven by statutory
earnings and lower realized losses. "If macroeconomic
uncertainties continue in subsequent quarters, we believe firms
will remain prudent in redeploying capital," Ms. Perry says,
"which should bode well for overall statutory capital levels."


* Moody's Says Reduced Defense Spending to Hit DOD Contractors
--------------------------------------------------------------
Most US defense service contractors will experience falling
revenue and EBITDA margins due to tightening US Department of
Defense (DOD) control over services procurement and the pending
withdrawal of US troops from Afghanistan by the end of 2014, says
Moody's Investors Service in its new special comment, "Defense
Service Contractors Face Revenue, Margin Pressures."

"Reduced US defense spending will present most service contractors
that we rate with revenue challenges," said Bruce Herskovics, a
Moody's Assistant Vice President and author of the report.
"Although revenue and margin pressures are still muted, we expect
they will soon become more apparent. By mid-decade, we expect that
revenues and EBITDA will have declined by about 10% to 20% from
current levels."

DoD affordability initiatives will subject service contractors --
who enjoyed many years of growing US defense outlays -- to more
vigorous competition.

Service contractors with the most exposure to cuts in troop
deployment and military branch funding include ManTech
International Corporation (Ba1 stable) and DynCorp International
Inc. (B1 negative), although increased spending by the Department
of State could partially offset the impact of these cuts, the
report says.

Budget cuts may also impact companies such as Alion Science and
Technology Corporation (Caa1 negative), TASC Inc. (B2 stable), The
SI Organization (B2 stable) and SRA International, Inc. (B2
stable), which are less affected by lower troop deployment, but
have higher financial leverage, Moody's says.

The report notes that profitable opportunities will remain within
DoD for service contractors, including areas that focus on design
of intelligence, surveillance and reconnaissance technologies and
systems. But operational efficiency will remain key to maximizing
competitiveness in the sector.


* Clark & Washington Withheld Overtime Pay, Ex-Paralegals Say
-------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that a proposed
class of former paralegals and legal secretaries has accused
bankruptcy law firm Clark & Washington PC of requiring them to
work more than 40 hours a week without overtime pay in a Fair
Labor Standards Act suit removed to Florida federal court Sunday.

Named plaintiffs Nydia Aponte, Gricely Vargas, Marc Pfleger, Sarah
Reep and Rebecca Goodall launched the suit, originally filed in
Florida state court, on behalf of themselves and other similarly
situated workers who they say were not properly compensated by the
Georgia-based firm, according to Law360.


* Adams and Reese Grabs Bankruptcy Partner for Tampa Office
-----------------------------------------------------------
Adams and Reese LLP announced on May 16, 2012, the addition of
Partner Lynn Welter Sherman and Special Counsel Tiffany DiIorio,
both previously creditors' rights and bankruptcy attorneys with
the law firm of Shutts & Bowen.

Licensed in both Florida and New York, Ms. Sherman has been
recognized among the top bankruptcy and creditor/debtor rights
attorneys by Florida Super Lawyers?, Best Lawyers in America?,
Florida Trend Magazine's Legal Elite, and listed among "Tampa
Bay's Top Attorneys" by Tampa Bay Magazine.

Ms. Sherman is a frequent speaker and author on matters involving
creditors' rights, secured transactions, and bankruptcy law.
Practicing law since 1983, she represents financial institutions,
special servicers of securitized commercial mortgages, creditors,
trustees, landlords, debtors, and other parties in all aspects of
Chapter 7 and Chapter 11 bankruptcies, out-of-court workouts, loan
modifications and restructuring, foreclosures, enforcement of
judgments, enforcement of security interests, and creditors'
rights litigation.

"Lynn is a premier, veteran bankruptcy attorney who is well-known
and well-recognized throughout the state of Florida for her
bankruptcy and creditors' rights work, and we are excited to have
her join Adams and Reese," said Tampa Office Partner in Charge
Louis Ursini III.

Ms. Sherman is active in the Tampa Bay Bankruptcy Bar Association
and is a member of the Executive Council of the Business Law
Section of The Florida Bar. She is a former adjunct professor at
her alma mater, Stetson University College of Law, where she
earned her J.D. in 1983. She also received an LL.M. in Taxation
from the New York University School of Law in 1989, and earned her
bachelor of science at Florida Southern College in 1980.

Practicing law since 2003, Ms. DiIorio represents creditors,
trustees and debtors in various bankruptcy-related matters within
the state of Florida, including all Florida state courts and the
United States Eleventh Circuit Court of Appeals. She focuses her
practice on bankruptcy, creditor's rights, trustee representation,
business bankruptcy, creditors' rights litigation and commercial
litigation.

She represents clients in negotiations of contracts and leases
defending and prosecuting various breaches of contract actions and
representation of various clients in matters concerning the
Uniform Commercial Code. DiIorio served as a judicial intern for
Chief Judge Paul Glenn, former Chief Bankruptcy Judge for the
Middle District of Florida.

"Tiffany's successful bankruptcy practice early on in her career,
along with Lynn's experience of corporate, commercial, financial
and bankruptcy law, will both serve as tremendous assets to our
regional bankruptcy practice across the firm," Ursini said.

Ms. DiIorio is an active member of the Tampa Bay Bankruptcy Bar
Association and the Hillsborough Association for Women Lawyers.
She serves as co-coach to her alma mater Stetson University
College of Law's award-winning Duberstein Bankruptcy Moot Court
Team. DiIorio received her bachelor of arts in criminology from
the University of Florida in 2000.


* Maria Ellena Chavez-Ruark Joins Saul Ewing as Partner
-------------------------------------------------------
Saul Ewing LLP announced on May 21, 2012, the addition of highly
regarded attorney Maria Ellena Chavez-Ruark as a partner in the
Firm's Bankruptcy and Restructuring Practice.

Ms. Ruark brings to Saul Ewing extensive experience representing
debtors, creditors' committees, secured creditors, unsecured
creditors, lessors, purchasers of assets, and trustees in complex
bankruptcy and debtor-creditor matters. She also represents
receivers and indenture trustees in complex commercial litigation.
She was previously a partner in the bankruptcy practice at Tydings
& Rosenberg LLP and DLA Piper US LLP.

"We are delighted to welcome Maria Ruark to Saul Ewing," said Mark
Minuti, co-chair of the Bankruptcy and Restructuring Practice.
"Her practice, experience and energy are perfect complements to
our Bankruptcy team. Her knowledge and presence will greatly
enhance our bankruptcy capabilities in Maryland and the Baltimore
region. She is a wonderful addition."

Ms. Ruark was named one of Maryland's "Top 100 Women in Business"
by The Daily Record in 2009 and 2011. She also was honored in 2010
as a "Pro Bono Star" by the Pro Bono Resource Center of Maryland.
She is active with the Bankruptcy Bar Association for the District
of Maryland where she serves as Treasurer and on the Board of
Directors. She also is co-chair of the Pro Bono Committee for the
Bankruptcy Bar Association for the District of Maryland.

Ruark earned her B.S. and her M.B.A. from Salisbury University in
1990 and 1991, respectively, and her J.D., cum laude, from The
University of Baltimore School of Law in 1994.


* S. Martin Leads Wick Phillips' New Austin Office
--------------------------------------------------
Wick Phillips Gould & Martin, LLP is opening an office in Austin,
Texas, which will be led by its newest partner, Shauna Martin.
With more than 16 years' legal experience for both public and
private companies in the high-tech industry, Martin brings
extensive M&A, corporate governance, compliance, intellectual
property, and commercial experience to her position.  She has been
hired to build Wick Phillips' practice in Central Texas, with a
focus on growing the firm's transactional and technology practice
groups.

As Forbes Magazine's No. 1 fastest growing city in the U.S.,
Austin, Texas' continued high-tech growth makes it a strong
business market for firms like Wick Phillips, according to Bryan
Wick, a founding partner of Wick Phillips.  "International entity
formation, corporate governance, and technology law -- the type of
business expertise Shauna brings to the table -- represent areas
of law in high demand throughout the Austin area," he said.  "For
over a decade, Shauna has represented technology companies ranging
from start-ups to international corporations and boasts an
extensive knowledge of both the city and industry.  We are excited
to have her on board and confident she's the right person to
spearhead our Austin office and build our presence in the market."

Prior to joining Wick Phillips, Martin served as executive vice
president and General Counsel -- Strategic Transactions for
GENBAND, an international telecommunications company which
provides IP network solutions to customers worldwide with active
operations in over 50 different countries.  In addition to
managing the company's day to day legal affairs, Martin also led
the company to close over a dozen technology and asset
acquisitions as well as several technology divestitures.

Martin was the 2010 winner of the ACC Corporate Counsel award for
Best General Counsel; the 2009 winner of the Dallas Business
Journal Best Corporate Counsel award; and named a "Texas Super
Lawyer" by Texas Monthly magazine.  She has been an active member
of the Texas General Counsel Forum, the Association of Corporate
Counsel and is a founding member and former President-Elect of the
Association of Women in Technology.

                About Wick Phillips Gould & Martin

Wick Phillips Gould & Martin, LLP -- http://www.wickphillips.com/
-- serving the legal needs of businesses in a broad range of
industries, Wick Phillips practices law with purpose. Specialty
areas include commercial litigation, bankruptcy, creditor's
rights, civil appeals, corporate, corporate advisory, labor and
employment, and securities.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. __, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        Dublin, Ireland
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Nov. 28, 2011
  BEARD GROUP, INC.
     18th Annual Distressed Investing Conference
        The Helmsley Park Lane Hotel, New York City
           Contact:             1-240-629-3300

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 3-5, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Grand Hyatt Atlanta, Atlanta, Ga.
           Contact: http://www.turnaround.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

November 1-3, 2012
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Westin Copley Place, Boston, Mass.
           Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact:             1-703-739-0800      ;
http://www.abiworld.org/

April 10-12, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        JW Marriott Chicago, Chicago, Ill.
           Contact: http://www.turnaround.org/

October 3-5, 2013
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Wardman Park, Washington, D.C.
           Contact: http://www.turnaround.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***