TCR_Public/120525.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 25, 2012, Vol. 16, No. 144

                            Headlines

4936 FAIRMONT: Case Summary & 2 Largest Unsecured Creditors
AAMAAN INC: Case Summary & 11 Largest Unsecured Creditors
AMBAC FINANCIAL: Regulator Seeks to Pay $800M to Policyholders
AMBAC FINANCIAL: Regulator Stops AAC From Paying Interest on Notes
AMBAC FINANCIAL: Has $253.3 Million First Quarter Profit

AMBAC FINANCIAL: IC Files New Motion to Exercise 2 Call Options
AMC NETWORKS: S&P Affirms 'BB-' Corporate Credit Rating
AMERICA WEST: Incurs $23.4 Million Net Loss in 2011
ARCAPITA BANK: Consolidation With Falcon Opposed
ARKANOVA ENERGY: Incurs $506,000 Net Loss in First Quarter

ARLIN GEOPHYSICAL: Files for Chapter 11 in Salt Lake City
ASCENA RETAIL: S&P Assigns BB- Corp. Credit Rating; Outlook Stable
AURASOUND INC: Delays Form 10-Q for First Quarter
BABCOCK & WILCOX: S&P Withdraws 'BB+' Corporate Credit Rating
BALQON CORP: Late Annual Report Delays Form 10-Q Filing for Q1

BAMBERG MEMORIAL: Court Confirms Chapter 9 Bankruptcy-Exit Plan
BARNWELL HOSPITAL: Court Confirms Chapter 9 Bankruptcy-Exit Plan
BAYTEX ENERGY: Moody's Upgrades CFR to 'Ba3'; Outlook Stable
BENNETTE PAINT: Case Summary & 20 Largest Unsecured Creditors
BIOCORAL INC: Incurs $365,000 Net Loss in First Quarter

BONDS.COM GROUP: Thomas Thees Named to Board of Directors
BOOMERANG SYSTEMS: Delays Form 10-Q for First Quarter
BROADWAY FINANCIAL: Delays Form 10-Q for First Quarter
BUFFETS INC: Taps Deloitte Tax to Provide Tax Compliance Services
CANDY INTERMEDIATE: Moody's Rates $425MM Sr. Secured Loan 'B2'

CAPSALUS CORP: Delays Form 10-Q for First Quarter
CAPTAIN PROPERTIES VI: Voluntary Chapter 11 Case Summary
CAVE LAKES: To File Bankruptcy-Exit Plan by June 30
CIRCLE STAR: Issues 500,000 Units at $1.50 Per Unit
CIRTRAN CORP: Delays Form 10-Q for First Quarter

CLIFFS CLUB: Files Plan Calling for Sale to Carlile Development
COMMUNITY HOME: Specialty Finance Company Files for Chapter 11
COMPREHENSIVE CARE: Delays Form 10-Q for First Quarter
COMSTOCK RESOURCES: Moody's Lowers CFR to 'B2'; Outlook Stable
CONQUEST PETROLEUM: Enters Into Liquidity Program

COVENTRY HEALTH: A.M. Best Raises Finc'l Strength Rating from 'B'
CULLIGAN INT'L: S&P Downgrades CCR to 'CC' on Exchange Offer
DARSCHYN ASSOCIATES: Voluntary Chapter 11 Case Summary
DAVITA INC: S&P Affirms 'BB-' CCR over HealthCare Partners Deal
DEBUT BROADCASTING: Delays Form 10-Q for First Quarter

DEEP DOWN: Incurs $300,000 Net Loss in First Quarter
DENNY'S CORP: To Offer 4.5MM Common Shares Under Incentive Plan
DOLPHIN DIGITAL: Delays Form 10-Q for First Quarter
EMMIS COMMUNICATIONS: Now in Compliance with NASDAQ Requirements
EPAZZ INC: Incurs $337,000 Net Loss in 2011

EQUIPOWER RESOURCES: Moody's Rates First Lien Debt 'Ba3'
FILENE'S BASEMENT: Syms Creditors Oppose Reorganization Plan
FORESTRY MUTUAL: A.M. Best Lifts Financial Strength Rating to 'B'
FUSION TELECOMMUNICATIONS: Incurs $786,000 Net Loss in Q1
GATEWAY INSURANCE: A.M. Best Cuts Finc'l Strength Rating to 'b'

GENERAC POWER: S&P Cuts Rating on Term Loan to 'B+'; on Watch Neg
GLOBAL COMMERCIAL INV: Case Summary & 3 Largest Unsec Creditors
GOLDEN ORANGE: Can't Hire Lawyer With No Malpractice Insurance
GMX RESOURCES: Nine Directors Elected at Annual Meeting
GMX RESOURCES: To Swap 2.37MM Shares with $2.67MM Conv. Notes

GRAMERCY INSURANCE: A.M. Best Cuts Issuer Credit Rating to 'b'
GROUP HEALTH: S&P Cuts Counterparty Credit Rating to 'BB+'
HARTFORD COMPUTER: TrustPoint Staff to Review Subpoenaed Docs
HERCULES OFFSHORE: Files Fleet Status Report as of May 17
HOLLIFIELD RANCHES: Files Plan Based on White Gold Liquidation

HOLLIFIELD RANCHES: Can Hire Williams Meservy as Special Counsel
HOLLIFIELD RANCHES: Settles JR Simplot Claims
HOOKUP LLC: Case Summary & 4 Largest Unsecured Creditors
HORNE INTERNATIONAL: Incurs $336,000 Net Loss in 1st Quarter
HUDSON TREE: Wants Case Dismissed After Approval of Bank7 Loan

IDO SECURITY: Delays Form 10-Q for First Quarter
IMPACT SERVICES: Radioactive Waste-Treatment Center Files Ch.7
INCREDIBLE DAVE'S: Voluntary Chapter 11 Case Summary
INTEGRATED BIOPHARMA: Delays Form 10-Q for First Quarter
INTELLICELL BIOSCIENCES: Delays Form 10-Q for First Quarter

INTERNATIONAL HOME: FirstBank Opposes Cash Collateral Use
INTERNATIONAL HOME: FirstBank Wants to Collect Customer Payments
INTERNATIONAL HOME: Can Employ Lugo Mender as Accountant
INTERNATIONAL HOME: May Hire Carmen Conde Torres as Counsel
LAKESHORE FRESH: Case Summary & 8 Largest Unsecured Creditors

LEHMAN BROTHERS: Tier 2 ADR Threshold Hiked to $5 Million
LEHMAN BROTHERS: Bingham OK'd to Provide Additional Work
LEHMAN BROTHERS: Ex-Employee Settles Claims for $59K
LIBERTY HARBOR: Hearing on Case Dismissal Plea Set for June 4
LIBERTY HARBOR: Scarpone & Vargo OK'd as Litigation Counsel

LIBERTY HARBOR: U.S. Trustee Forms 5-Member Creditors Committee
LIBERTY HARBOR: Wasserman Jurista OK'd as Bankruptcy Counsel
LIGHTSQUARED INC: Secured Creditors Oppose Trading Limitations
LITHIUM TECHNOLOGY: Delays Form 10-Q for First Quarter
M WAIKIKI: Marriott, Hotel Owner Challenge Competing Plans

MF GLOBAL: Chapter 11 Trusee Presents Cash Collateral Budget
MF GLOBAL: SIPA Trustee Has Until July 30 to Decide on Leases
MF GLOBAL: SIPA Trustee's Removal Period Extended to Aug. 27
MICHAELS STORES: Establishes Interim Office of the CEO
MILE HIGH: Case Summary & 20 Largest Unsecured Creditors

MOMENTIVE PERFORMANCE: Terminates Offer for 12 1/2 Senior Notes
MOMENTIVE PERFORMANCE: S&P Raises Secured Credit Rating to 'B+'
MSR RESORT: Paulson, Winthrop to Sell at Least Two Resorts
MUSCLEPHARM CORP: To Restate 2011 Financial Reports
MYLAN INC: Moody's Upgrades CFR to 'Ba1'; Outlook Stable

NEWBURGH, N.Y.: Moody's Rates $20.8-Mil. Serial Bonds 'Ba1'
NEWPAGE CORP: Wants PwC LLP to Handle Audit 2012 Financials
NEWPAGE CORP: Committee Taps Quinn Emanuel as Conflicts Counsel
NORTHCORE TECHNOLOGIES: Incurs C$735,000 Net Loss in Q1
NORTH FORK: Fitch Affirms Trust Preferred Rating at 'BB+'

NY STATE ELECTRIC: Moody's Lifts Preferred Stock Rating from Ba1
OLD REPUBLIC: Fitch Puts 'BB-' Rating on $550MM Notes on Watch Pos
OPTIMUMBANK HOLDINGS: Six Directors Elected at Annual Meeting
OSI RESTAURANT: Signs Employment Agreement with David Deno
PACIFIC GOLD: Incurs $1.4 Million Net Loss in First Quarter

PAPERWORKS INDUSTRIES: S&P Affirms 'B-' Corporate Credit Rating
PATRIOT COAL: Moody's Reviews 'Caa1' CFR/PDR for Downgrade
PHILADELPHIA ORCHESTRA: Files Plan to Exit Chapter 11
PLANTATION HOME: Case Summary & 7 Largest Unsecured Creditors
PMI GROUP: Ernst & Young OK'd as Financial Reporting Advisor

POINT PLEASANT: Case Summary & 13 Largest Unsecured Creditors
PROTEONOMIX INC: Delays Form 10-Q for First Quarter
QUAMTEL INC: Delays Form 10-Q for First Quarter
QUANTUM FUEL: CEO and Chairman Resign; Delays Annual Meeting
QUICK MED: Incurs $419,000 Net Loss in March 31 Quarter

RADIO ONE: S&P Affirms 'B-' Corp. Credit Rating; Outlook Negative
REDDY ICE: BDO USA Approved as Committee's Financial Advisors
REDDY ICE: Cox Smith Approved as Creditors Panel's Local Counsel
REDDY ICE: Pachulski Stang Approved as Creditors Committee Counsel
RESIDENTIAL CAPITAL: To Honor Employee Obligations

RESIDENTIAL CAPITAL: To Pay Obligations to Customers
RESIDENTIAL CAPITAL: Wants Injunction Against Utilities
RIVER CANYON: Files for Chapter 11 in Denver
ROBERTS HOTELS DALLAS: Voluntary Chapter 11 Case Summary
ROTECH HEALTHCARE: S&P Affirms 'B' Corporate Credit Rating

SEARCHMEDIA HOLDINGS: Incurs $13.4 Million Net Loss in 2011
SEARS HOLDINGS: Reports $194-Mil. Net Income in April 28 Qtr.
SHAW GROUP: Moody's Says Energy Business Sale No Rating Impact
SILVERSUN TECHNOLOGIES: Incurs $708,000 Net Loss in 1st Quarter
SINO-FOREST: Breached Ontario Securities Laws, OSC Staff Claims

SNOW ROAD FARM: Voluntary Chapter 11 Case Summary
SPANISH BROADCASTING: Appoints Albert Rodriguez to COO
SPOT MOBILE: Disposes of Two Operating Subsidiaries
SPRINGSTAR INC: Case Summary & 20 Largest Unsecured Creditors
STAR VALLEY: Case Summary & 14 Largest Unsecured Creditors

STARLIGHT INVESTMENT: UK Proceeding Recognized by U.S. Court
STOCKBRIDGE/SBE INVESTMENT: S&P Gives 'B-' Rating on $300MM Loan
SUDDENLY BEAUTIFUL: Bankruptcy Case Dismissed
SXC HEALTH: Moody's Assigns 'Ba2' Corp. Family Rating
SXC HEALTH: S&P Gives 'BB' Corp. Credit Rating; Outlook Stable

TAYLOR, MI: Fitch Lowers Rating on Four Bond Classes to Low-B
TELKONET INC: Delays Form 10-Q for First Quarter
TITAN ENERGY: Delays Form 10-Q for First Quarter
TOYS 'R' US: High Leverage Cues Fitch's 'B' Issuer Default Rating
TRIBUNE CO: Senior Noteholders Says Court Erred in Settlement

TRIBUNE CO: PHONES Notes Trustee Says 4th Plan Suffers Infirmities
TRIBUNE CO: Zell's EGI-TRB Says 4th Plan Impairs Its Rights
TRIBUNE CO: Former Directors Oppose Bar Order in 4th Amended Plan
TRIBUNE CO: To Streamline Business Units Upon Emergence
TRIDENT MICROSYSTEMS: PwC LLP Approved to Prepare Income Tax

UNION OF CANADA: In Liquidation, Transfers Policies to UL Mutual
UNITED RETAIL: Deborah Paganis OK'd as Wind-Down Administrator
UNITED STATES OIL: Delays Form 10-Q for First Quarter
VELO HOLDINGS: Files Schedules of Assets and Liabilities
VELO HOLDINGS: Proposes Bidding Rules for Neverblue Assets Sale

VELO HOLDINGS: Wants Procedures to Designate Plan Sponsor Approved
VIEW SYSTEMS: Delays Form 10-Q for Q1 to Complete Audit
VOICE ASSIST: Delays Form 10-Q for First Quarter
VUZIX CORP: Incurs $844,000 Net Loss in First Quarter
WAUSAU POSTAL: CoVantage CU Buys, Assumes Assets and Memberships

WAVE2WAVE COMMS: Can Hire KCC as Claims and Noticing Agent
WAVE2WAVE COMMS: Cooley LLP Approved as Committee's Counsel
WAVE2WAVE COMMS: J.H. Cohn LLP OK'd as Financial Advisor
WAVE2WAVE COMMS: Taps Jeffrey Mason as Special Litigation Counsel
WAVE2WAVE COMMS: Taps RBSM LLP as Auditors and Tax Advisors

WESTBURY COMMUNITY HOSPITAL: Landlord Wants Ch. 11 Trustee

* Chapter 7 Trustee Allison Byman Joins Hughes Watters
* H. Steinberg Joins Greenberg Traurig's Los Angeles Office
* Harris Williams' G. Frankel Joins Huron Consulting

* BOOK REVIEW: Corporate Debt Capacity


                            *********

4936 FAIRMONT: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 4936 Fairmont LLC
        4936 Fairmont Avenue, Suite 203
        Bethesda, MD 20814

Bankruptcy Case No.: 12-19803

Chapter 11 Petition Date: May 23, 2012

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

Debtor's Counsel: Francis H. Koh, Esq.
                  KOH LAW FIRM, LLC
                  4936 Fairmont Ave., Suite 200
                  Bethesda, MD 20814
                  Tel: 301-881-3600
                  Fax: 1-888-252-6616
                  E-mail: fkohmail@gmail.com

Scheduled Assets: $2,250,000

Scheduled Liabilities: $4,368,393

The Debtor lists Novato, California-based Greenpoint Mortgage
Funding Inc., (Attn: Craig R. Haughton, Esq.) owed $3,968,393 in
bank loans; and Bethesda-based CHMB LLC (Attn: Craig Bernstein at
Bernstein Associates), owed $400,000 as its largest unsecured
creditors.

The petition was signed by Sandra Marshall.


AAMAAN INC: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Aamaan, Inc.
          aka Milton Travel Center
          aka Mobile Milton Travel Center
          aka Milton Mobile Travel Center
        1262 Arthur Dr.
        Milton, WI 53563

Bankruptcy Case No.: 12-13054

Chapter 11 Petition Date: May 23, 2012

Court: United States Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Guy K. Fish, Esq.
                  FISH LAW OFFICES
                  533 Vernal Avenue
                  Milton, WI 53563
                  Tel: (608) 868-3200
                  Fax: (608) 868-3200
                  E-mail: guyfish@fishlawoffices.com

Scheduled Assets: $252,926

Scheduled Liabilities: $3,162,483

A copy of the Company's list of its 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wiwb12-13054.pdf

The petition was signed by Amin U. Shaikh, president.


AMBAC FINANCIAL: Regulator Seeks to Pay $800M to Policyholders
--------------------------------------------------------------
The Office of the Commissioner of Insurance for the State of
Wisconsin, in his capacity as the Rehabilitator of the Segregated
Account of Ambac Assurance Corporation, is seeking approval from
the Circuit Court of the State of Wisconsin for Dane County to
make interim payments, totaling $800 million, to the Segregated
Account policyholders, Reuters reported.

The OCI noted that the size of the payout balances the interest
of policyholders to recover on some of their claims with the need
to preserve cash to cover future claims, the report relayed.

If the interim payments are approved by the Rehabilitation Court,
the Segregated Account will, on the Rehabilitator's direction,
begin paying 25% of each permitted policy claim that has arisen
since the commencement of the rehabilitation proceedings for the
Segregated Account, and 25% of each policy claim submitted and
permitted in the future, according to a May 16, 2012 public
statement.

Ambac Assurance expects to begin making such payments no sooner
than the third quarter 2012.  As of March 31, 2012, approximately
$3.2 billion in Segregated Account policy claims were
outstanding.  Although the Plan of Rehabilitation, confirmed by
the Rehabilitation Court in January 2011, also contemplated
payment of 25% of each policy claim in cash and 75% in surplus
notes, such Plan has not yet been put into effect.

No decision has been announced with respect to effectuating or
amending such Plan or whether surplus notes will be issued with
respect to the remaining balance of unpaid claims.  The
Rehabilitator has previously announced that more specific
information regarding the status of the Plan, including possible
modifications, will be provided as soon as appropriate.

The Rehabilitator is also seeking Rehabilitation Court approval
of a settlement on terms set forth in an offer made to the United
States on behalf of the Internal Revenue Service with respect to
pending disputes over the tax treatment of credit default swap
contracts and related matters.

The Offer was jointly made by the Rehabilitator, OCI, Ambac
Assurance, Ambac Financial Group, Inc. and the Official Committee
of Unsecured Creditors of Ambac Financial on February 24, 2012.
The settlement contemplated by the Offer will resolve all related
litigation with the IRS, eliminating uncertainty on several tax
issues important to the rehabilitation, and allow Ambac Financial
to satisfy one of the conditions required for the consummation of
Ambac Financial's Fifth Amended Plan of Reorganization.

In related developments, Ambac Assurance has received approval
from the Rehabilitator to purchase approximately $939 million in
aggregate par amount of surplus notes issued by Ambac Assurance
on June 7, 2010, for an aggregate cash payment of approximately
$278 million.  On May 10, 2012, Ambac Assurance's board of
directors approved the exercise of such surplus note call
options.  The approvals of OCI and the Rehabilitator are
conditioned upon receipt of approval of the Circuit Court.  The
Rehabilitator has submitted a motion to the Rehabilitation Court
seeking such approval.

A hearing in the Rehabilitation Court relating to the motions
described herein (other than the last motion relating to the IRS
settlement) is scheduled for June 4, 2012.  A hearing in the
Rehabilitation Court relating to the motion concerning the IRS
settlement is scheduled for June 13, 2012.

Ambac Assurance is a guarantor of public finance and structured
finance obligations, and is the principal operating subsidiary of
Ambac Financial Group, Inc.

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

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Regulator Stops AAC From Paying Interest on Notes
------------------------------------------------------------------
Ambac Assurance Corporation said May 16, 2012, the Commissioner of
Insurance of the State of Wisconsin has disapproved the requests
of Ambac Assurance and the Special Deputy Commissioner of the
Segregated Account of Ambac Assurance, acting on behalf of the
Rehabilitator of the Segregated Account, to pay accrued interest
on all outstanding Surplus Notes issued by Ambac Assurance and the
Segregated Account on the scheduled interest payment date of
June 7, 2012.

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: Has $253.3 Million First Quarter Profit
--------------------------------------------------------
Ambac Financial Group, Inc. said May 10, 2012, a first quarter
2012 net profit of $253.3 million, or a net profit of $0.84 per
share.  This compares to a first quarter 2011 net loss of $819.3
million, or a net loss of $2.71 per share.  Relative to first
quarter 2011, first quarter 2012 results were primarily driven by
lower net loss and loss expenses, and higher net investment
income, derivative product revenues, and other income.

In addition, the Board of Directors of Ambac Assurance
Corporation, Ambac's principal operating subsidiary, has approved
the exercise of all options to purchase surplus notes with an
aggregate par amount of approximately $940 million.  The exercise
of such options also requires the approval of the Office of the
Commissioner of Insurance for the State of Wisconsin and the
Rehabilitator of the Segregated Account.  Ambac Assurance is
seeking such approvals.  There can be no assurance that such
approvals will be obtained.

As previously reported, on November 8, 2010, Ambac filed for a
voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York.  The Bankruptcy Court entered
an order confirming Ambac's plan of reorganization on March 14,
2012.  However, Ambac is not currently able to estimate when it
will be able to consummate such plan.  Until the plan of
reorganization is consummated and Ambac emerges from bankruptcy,
Ambac will continue to operate in the ordinary course of business
as "debtor-in-possession" in accordance with the applicable
provisions of the Bankruptcy Code and the orders of the
Bankruptcy Court.

                 First Quarter 2012 Summary

Relative to the first quarter of 2011:

* Net premiums earned increased $3.2 million to $95.0 million;

* Net investment income increased $35.6 million to $112.1
   Million;

* Net loss and loss expenses incurred improved $922.0 million
   to a net benefit of $2.3 million;

* Other income increased $36.5 million to $64.8 million;

* Derivative product revenues increased $26.0 million to $47.0
   million; and

* Income related to variable interest entities ("VIEs")
   increased $21.3 million to $15.2 million.

As of March 31, 2012, unrestricted cash, short-term securities
and bonds at the holding company totaled $34.0 million, a decline
of $1.4 million from December 31, 2011.

                        Financial Results

                       Net Premiums Earned

Net premiums earned for the first quarter of 2011 were $95.0
million, up 3% from $91.8 million earned in the first quarter of
2011.  Net premiums earned include accelerated premiums, which
result from refundings, calls, and other accelerations recognized
during the quarter.  Accelerated premiums were $15.8 million in
the first quarter of 2012, up from ($0.1) million in the first
quarter of 2011.  The increase in accelerated premiums was
primarily driven by an increase in the volume of calls of Ambac
Assurance insured debt within the public finance market.  Normal
net premiums earned, which exclude accelerated premiums, were
$79.2 million in the first quarter of 2012, down 14% from $91.9
million in the first quarter of 2011.  The decline in normal net
premiums earned was primarily due to the continued run-off of the
insured portfolio as a result of transaction terminations,
refundings, and scheduled maturities.

                    Net Investment Income

For the combined financial guarantee, financial services, and
corporate investment portfolios, net investment income for the
first quarter of 2012 was $112.1 million, an increase of 47% from
$76.5 million earned in the first quarter of 2011.  The increase
was primarily attributable to a higher average portfolio yield
and a higher average balance of investments in the financial
guarantee portfolio.  The invested asset balance continues to
benefit from the moratorium on segregated account claim payments,
while the higher average portfolio yield was achieved through the
ongoing allocation shift of financial guarantee portfolio
investments from tax exempt municipal securities to taxable
securities having higher pre-tax yields, including Ambac
Assurance guaranteed securities.  In addition to the greater
holdings of Ambac Assurance guaranteed securities, investment
income from such securities in the first quarter 2012 was higher
than first quarter 2011 due to the impact of favorable changes in
projected cash flows.

              Financial Guarantee Loss Reserves

Loss and loss expenses for the first quarter of 2012 were a net
benefit of $2.3 million as compared to a net loss of $919.6
million for the first quarter of 2011.  The net benefit realized
for the three months ended March 31, 2012, was driven by lower
estimated losses in the first-lien residential mortgage backed
securities ("RMBS") and student loan portfolios, partially offset
by higher estimated losses for public finance credits and loss
expense reserves for RMBS credits.

Loss and loss expenses paid, including commutations, net of
recoveries from all policies, amounted to a net recovery of $7.5
million during the first quarter 2012 versus a $6.9 million net
recovery for the same period in 2011.  The amount of actual
claims paid during each period was impacted by the payment
moratorium imposed on March 24, 2010, by the court overseeing the
rehabilitation of the Segregated Account.  Claims presented to
Ambac Assurance and unpaid during the first quarter of 2012
amounted to $393.8 million versus $357.3 million during the same
period in 2011.  Since the establishment of the Segregated
Account in March 2010, a total of $3,162.4 million of claims have
been presented and remain unpaid.

Loss reserves (gross of reinsurance and net of subrogation
recoveries) for all RMBS insurance exposures as of March 31,
2012, were $4,410.0 million, including claims on RMBS exposures
that have been presented since March 24, 2010, and unpaid as a
result of the claims moratorium.  RMBS reserves as of March 31,
2012, are net of $2,655.4 million of estimated representation and
warranty breach remediation recoveries.  The estimate of
remediation recoveries related to material representation and
warranty breaches is down 2% from $2,720.3 million reported as of
December 31, 2011.  Ambac has initiated and will continue to
initiate lawsuits and other methods to achieve compliance with
the repurchase obligations in the securitization documents with
respect to sponsors who disregard their obligations to repurchase
loans.

                          Other Income

Other income for the three months ended March 31, 2012, was $64.8
million up 129% from $28.3 million for the three months ending
March 31, 2011.  The increase in other income for the first
quarter of 2012 was primarily attributable to mark-to-market
gains of $61.7 million relating to Ambac Assurance's option to
call certain surplus notes, compared to gains of $16.7 million in
the first quarter 2011.  This surplus note call option expires on
June 7, 2012, and is carried as an asset on the balance sheet at
a fair value of $67.7 million at March 31, 2012.  Upon the
earlier of exercise or expiration of the option, the asset will
be reversed with the change in fair value recognized as a loss.

                     Derivative Products

The derivative products portfolio has been positioned to record
gains in a rising interest rate environment in order to provide a
hedge against the impact of rising rates on certain exposures
within the financial guarantee insurance portfolio.  For the
first quarter of 2012, the derivatives product business produced
net revenue of $47.0 million compared to net revenue of $21.0
million for the first quarter of 2011.  First quarter 2012
results reflect mark-to-market gains of $49.7 million in the
derivative products portfolio due to rising interest rates,
partially offset by a net $2.7 million loss relating to the mark-
to-market changes on financial guarantee customer swaps.  The net
mark-to-market loss on customer swaps in the first quarter 2012
includes the impact of negative valuation adjustments of $35.3
million relating to Ambac's own credit risk.  First quarter 2011
results included negative valuation adjustments of $4.2 million
for Ambac's own credit risk.

         Income (loss) on Variable Interest Entities

Income on variable interest entities for the three months ended
March 31, 2012, was $15.2 million compared to a loss of $6.1
million for the three month period ending March 31, 2011.  For
the current period, the gain was the result of the positive
change in the fair value of net assets held in consolidated VIEs
during the period, while the first quarter 2011 loss was largely
driven by the impact of deconsolidating one VIE during the
period.

                           Expenses

Expenses, other than loss and loss expenses and reorganization
items, fell to $70.4 million in the first quarter of 2012 from
$75.7 million for the same period in 2011.  Underwriting and
operating expenses declined in the first quarter of 2012 to $36.5
million from $45.5 million during the first quarter of 2011.  The
decline in underwriting and operating expenses is primarily
related to lower compensation, premises, consulting and legal
expenses.  Interest expense increased in the first quarter of
2012 to $33.8 million from $30.3 million in the first quarter of
2011.  This increase was primarily attributable to higher accrued
interest on surplus notes issued by Ambac Assurance and by the
Segregated Account.

                    Reorganization Items, Net

For purposes of presenting an entity's financial evolution during
a Chapter 11 reorganization, the financial statements for periods
including and after filing the Chapter 11 petition distinguish
transactions and events that are directly associated with the
reorganization from the ongoing operations of the business.
Reorganization items in the first quarter of 2012 fell to $2.5
million, from $24.8 million during the first quarter of 2011.
The decline primarily related to lower professional advisory fees
incurred during the current period and a one time non-recurring
lease settlement charge associated with the termination of the
Company's headquarters office lease during the first quarter of
2011.

                  Balance Sheet and Liquidity

Total assets increased during the first quarter of 2012 to $27.4
billion from $27.1 billion at December 31, 2011, primarily due to
an increase in VIE assets.

During the first quarter of 2012, the amount of VIE assets
increased by $315 million to $16.9 billion from $16.5 billion.
VIE assets are restricted and Ambac's creditors do not have
rights with regard to such VIE assets.  The fair value of the
consolidated non-VIE investment portfolio remained flat at $6.9
billion as of December 31, 2011, with growth of the financial
guarantee investment portfolio partially offset by reductions to
the financial services portfolio.

The financial guarantee non-VIE investment portfolio balance had
a fair value of $6.1 billion (amortized cost of $5.7 billion) as
of March 31, 2012, up $116 million from $6.0 billion (amortized
cost of $5.6 billion) as of December 31, 2011.  The portfolio
consists of primarily high quality municipal and corporate bonds,
asset backed securities, U.S. Treasuries, Agency MBS, as well as
non-agency MBS, including Ambac Assurance guaranteed RMBS.

Liabilities subject to compromise totaled approximately $1.7
billion at March 31, 2012.  As required by ASC Topic 852, the
amount of liabilities subject to compromise represents Ambac's
estimate at March 31, 2012, of known or potential pre-petition
claims to be addressed in connection with the Chapter 11
reorganization.  As of March 31, 2012, liabilities subject to
compromise consist of the following (in thousands):

Accrued interest payable                            $68,123

Other                                                17,105

Senior unsecured notes                            1,222,189

Directly-issued Subordinated capital securities     400,000

Consolidated liabilities subject to compromise   $1,707,417

       Overview of Ambac Assurance Statutory Results

As of March 31, 2012, Ambac Assurance reported policyholder
surplus of $262.9 million, down from $495.3 million as of
December 31, 2011.  Ambac Assurance's statutory financial
statements include the combined results of Ambac Assurance's
general account and the Segregated Account.  Policyholder surplus
at March 31, 2012, was negatively impacted by a quarterly
statutory net loss of $146.9 million and additions to the
mandatory contingency reserve of $95.2 million.

Ambac Assurance's claims-paying resources amount to approximately
$6.5 billion as of March 31, 2012, up $67.8 million from $6.4
billion at December 31, 2011.  This excludes Ambac Assurance UK
Limited's claims-paying resources of approximately $1.1 billion.
The increase in claims paying resources was primarily
attributable to net investment income during the period.

                     *     *     *

Ambac Financial filed on May 15, 2012, statutory financial
statements as of and for the quarter ended March 31, 2012, for
its subsidiaries AAC, its Segregated Account and Everspan
Financial Guarantee Corporation.

Full-text copies of the first quarter reports are available for
free at:

* AAC's Quarter Report
   http://bankrupt.com/misc/AAC_1stQtr2012Rpt.pdf

* AAC's Segregated Account's Quarter Report
   http://bankrupt.com/misc/AACSegregatedAcct1stQtr2012Rpt.pdf

* Everspan's Quarter Report
   http://bankrupt.com/misc/Everspan1stQtr2012Rpt.pdf

AFG posted in its Web site, a supplement to the first quarter of
2012, including tables on key financial data, largest domestic
public finance exposures, largest structured finance exposures,
and largest international finance exposures. A full-text copy of
the supplement is available for free at:

   http://bankrupt.com/misc/Ambac_1stQ2012RptSupp.pdf

AFG filed with the U.S. Securities and Exchange Commission on
May 10, 2012, a quarterly report on Form 10-Q for the period
ended March 31, 2012, a copy of which is available for free
at http://is.gd/qZvAA6

           Ambac Financial Group Inc. and Subsidiaries
                  Consolidated Balance Sheets
                      As of March 31, 2012

ASSETS
Investments:
Fixed income securities, at fair value          $5,763,133,000
Fixed income securities pledged as collateral,
at fair value                                      287,762,000
Short-term investments                             893,822,000
Other                                                  100,000
                                              -----------------
Total investments                                6,944,817,000

Cash                                                 39,931,000
Restricted cash                                       2,500,000
Receivable for securities sold                      108,185,000
Investment income due and accrued                    39,831,000
Premium receivables                               1,917,536,000
Reinsurance recoverable on paid and unpaid losses   170,799,000
Deferred ceded premium                              202,226,000
Subrogation recoverable                             519,404,000
Deferred acquisition costs                          219,001,000
Loans                                                19,243,000
Derivative assets                                   272,658,000
Other assets                                         58,875,000
Variable interest entity assets
Fixed income securities, at fair value           2,184,665,000
Restricted cash                                      2,297,000
Investment income due and accrued                    1,215,000
Loans                                           14,661,522,000
Derivative assets                                            -
Other assets                                         8,179,000
                                              -----------------
Total assets                                   $27,372,884,000
                                              =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Liabilities subject to compromise               $1,707,417,000
Unearned premiums                                3,291,152,000
Losses and loss expense reserve                  6,924,346,000
Ceded premiums payable                              99,643,000
Obligations under investment agreements            523,831,000
Obligations under investment repurchase agreements  23,500,000
Current taxes                                       97,449,000
Long-term debt                                     227,189,000
Accrued interest payable                           196,853,000
Derivative liabilities                             387,476,000
Other liabilities                                   97,144,000
Payable for securities purchased                    37,856,000
Variable interest entity liabilities:
Accrued interest payable                               890,000
Long-term debt                                  14,666,921,000
Derivative liabilities                           2,004,544,000
Other liabilities                                      315,000
                                              -----------------
Total liabilities                               30,286,526,000
Stockholders' deficit:
Ambac Financial Group, Inc.
Preferred stock                                              -
Common stock                                         3,080,000
Additional paid-in capital                       2,172,027,000
Accumulated other comprehensive income (loss)      445,797,000
Accumulated deficit                             (5,786,940,000)
Common stock held in treasury at cost             (411,081,000)
                                              -----------------
Total Ambac Financial Group, Inc.
stockholders' deficit                           (3,577,117,000)

Non-controlling interest                            663,475,000
                                              -----------------
Total stockholders' deficit                     (2,913,642,000)
                                              -----------------
Total liabilities and stockholders' deficit    $27,372,884,000
                                              =================

             Ambac Financial Group, Inc. and Subsidiaries
                 Consolidated Statements of Operations
                 For Three Months Ended March 31, 2012

Revenues:
Net premiums earned                               $94,950,000
Net investment income                             112,117,000
Other-than-temporary impairment losses
Total other-than-temporary impairment losses       (4,311,000)
Portion of loss recognized in other comprehensive
income                                             (1,240,000)
                                             -----------------
Net other-than-temporary impairment losses
recognized in earnings                             (3,071,000)

Net realized investment gains                         392,000

Change in fair value of credit derivatives:
Realized (losses) and gains and other settlements   3,254,000
Unrealized gains (losses)                         (10,476,000)
                                             -----------------
Net change in fair value of credit derivatives     (7,222,000)
Derivative products                                46,957,000
Net mark-to-market(losses) gains on non-
trading derivative contracts                                -
Other income                                       64,793,000
Loss on variable interest entities                 15,220,000
                                             -----------------
   Total revenues before expenses and
    reorganization items                           324,136,000
                                             -----------------
Expenses:
Financial Guarantee:
Losses and loss expenses                           (2,320,000)
Underwriting and operating expenses                36,534,000
Interest expense on surplus notes                  33,839,000
                                             -----------------
  Total expenses before reorganization items        68,053,000
                                             -----------------
Pre-tax loss from continuing operations before
reorganization items                              256,083,000
Reorganization items                                 2,461,000
                                             -----------------
Pre-tax loss from continuing operations            253,622,000
Provision (benefit) for income taxes                   300,000
                                             -----------------
  Net income                                       253,322,000
  Less: net gain attributable to the
   noncontrolling intere st                              2,000
                                             -----------------
  Net income attributable to
      common shareholders                         $253,320,000
                                             =================

         Ambac Financial Group Inc. and Subsidiaries
            Consolidated Statements of Cash Flow
              Three Months Ended March 31, 2012
                       (Unaudited)

Cash flows from operating activities:
Net loss attributable to common shareholders     $253,320,000
Noncontrolling interest in subsidiaries' earnings       2,000
                                             -----------------
Net loss                                          253,322,000

Adjustments to reconcile net loss to net cash
  used in operating activities:
  Depreciation and amortization                        820,000
  Amortization of bond premium and discount        (64,542,000)
  Reorganization items                               2,461,000
  Share-based compensation                                   -
  Current income taxes                                 300,000
  Deferred acquisition costs                         4,509,000
  Unearned premiums, net                          (146,928,000)
  Loss and loss expense, net                         9,785,000
  Ceded premiums payable                           (15,912,000)
  Investments income due and accrued                 5,497,000
  Premium receivables                              110,943,000
  Accrued interest payable                          26,684,000
  Net mark-to-market (gains) losses                 10,476,000
  Net realized investment gains                       (392,000)
  Other-than-temporary impairment charges            3,071,000
  Variable interest entity activities              (15,220,000)
  Other, net                                      (144,524,000)
                                             -----------------
    Net cash provided by (used in) operating
     activities                                     40,350,000
                                             -----------------
Cash flows from investing activities:
Proceeds from sales of bonds                       35,024,000
Proceeds from matured bonds                       208,133,000
Purchases of bonds                               (182,008,000)
Change in short-term investments                 (110,751,000)
Loans, net                                           (247,000)
Change in swap collateral receivable               41,046,000
Other, net                                             85,000
                                             -----------------
   Net cash provided by investing activities        (8,718,000)
                                             -----------------
Cash flows from financing activities:
Paydown of variable interest entity
  secured borrowing                                 (7,280,000)
Proceeds from issuance of investment and
  payment agreements                                         -
Payments for investment and repurchase
  agreement draws                                     (420,000)
Net cash collateral paid/received                           -
                                             -----------------
   Net cash used in financing activities            (7,700,000)
                                             -----------------
   Net cash flow                                    23,932,000
                                             -----------------
Cash and cash equivalents at January 1              15,999,000
                                             -----------------
Cash and cash equivalents at March 31             $39,931,000
                                             =================

                       About Ambac Financial

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

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

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

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

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

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

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

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

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


AMBAC FINANCIAL: IC Files New Motion to Exercise 2 Call Options
---------------------------------------------------------------
Ambac Assurance Corporation disclosed that the Wisconsin
Commissioner of Insurance, acting in his capacity as the
Rehabilitator of the Segregated Account of Ambac Assurance, has
filed an amended motion seeking approval to allow Ambac Assurance
to exercise two of three call options it holds to purchase certain
surplus notes.  The Rehabilitator's initial motion, dated May 16,
2012 sought approval for Ambac Assurance to exercise all three
call options it holds, for an aggregate principal amount of
Surplus Notes totaling approximately $939 million.  Execution of
only two of the call options would result in Ambac Assurance's
purchase of approximately $789 million in principal amount of
Surplus Notes for an aggregate payment of approximately $188
million, in accordance with the terms of the related call option
agreements.  A hearing in the Rehabilitation Court relating to the
Amended Motion is scheduled for June 4, 2012.

                        About Ambac Financial

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

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

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

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

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

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

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

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

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


AMC NETWORKS: S&P Affirms 'BB-' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on New York City-based cable network company AMC
Networks Inc. The outlook is stable.

"We also affirmed the 'BB+' issue-level ratings on the company's
senior secured debt. The '1' recovery rating on the debt remains
unchanged and reflect our expectations for very high (90% to 100%)
of recovery in the event of payment default," S&P said.

"At the same time, we raised the issue-level rating on the
company's senior unsecured notes to 'BB-' (the same as our
corporate credit rating on the company) from 'B+', in connection
with revising our recovery rating on this debt to '4' from '5'. A
'4' recovery rating indicates our expectation that debtholders
would receive average (30% to 50%) recovery in the event of a
payment default. The improvement in the recovery rating on the
notes reflects our expectation of a lower amount of first-lien
debt outstanding in our simulated year of default than we
previously assumed," S&P said.

"Our rating on AMC Networks reflects the company's 'fair' business
risk profile and 'aggressive' financial risk profile," said
Standard & Poor's credit analyst Deborah Kinzer. "We regard the
business risk profile as fair because AMC Networks owns a good
portfolio of national cable networks that benefit from stable
affiliate fees in addition to the more cyclical ad revenue."

"The stable rating outlook reflects our expectation that the
company's good discretionary cash flow will enable it to keep its
debt to EBITDA at or below the mid-5x area--our threshold for AMC
Networks at a 'BB-' rating. We could raise the rating if the
company continues to improve its overall audience ratings and, in
particular, the distribution of its smaller networks, and uses
its discretionary cash flow to reduce and maintain its leverage in
the low-4x area. For example, a 12% increase in revenue, coupled
with a 200-basis-point improvement in the EBITDA margin and a 10%
reduction in debt balances, could result in an upgrade," S&P said.

"Conversely, we could lower the rating if network performance
loses traction because of poor audience ratings or loss of
carriage by more than one cable or satellite operator, causing
sharp EBITDA declines that show no sign of recovery, or if
management makes a large debt-financed acquisition or implements
shareholder-favoring measures that increase leverage to above 6x,"
S&P said.


AMERICA WEST: Incurs $23.4 Million Net Loss in 2011
---------------------------------------------------
America West Resources, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $23.46 million on $13.89 million of total revenue for
the year ended Dec. 31, 2011, compared with a net loss of $16.14
million on $10.07 million of total revenue during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed
$31.58 million in total assets, $29.17 million in total
liabilities and $2.41 million in total stockholders' equity.

Hansen, Barnett & Maxwell, P.C., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31,2011, citing working capital deficit and
significant losses which raised substantial doubt about the
Company's ability to continue as a going concern.

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

                         http://is.gd/jXphjv

                          About America West

Based in Salt Lake City, Utah, America West Resources, Inc., is an
established domestic coal producer engaged in the mining of clean
and compliant (low-sulfur) coal.  The majority of the Company's
coal is sold to utility companies for use in the generation of
electricity.


ARCAPITA BANK: Consolidation With Falcon Opposed
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tide Natural Gas Storage I LP said in court papers
that Falcon Gas Storage Co., an affiliate of Arcapita Bank BSC,
should be in a Chapter 11 proceeding of its own and not
reorganized alongside Arcapita.

According to the report, Tide owns a gas storage facility in Texas
purchased from Falcon in April 2010 for $515 million. At the time,
$70 million was placed into escrow with a bank in case Tide later
made claims to recover some of the purchase price.  Saying there
were misrepresentations, Tide sued Falcon in August 2010 in U.S.
District Court in New York to recover the $70 million escrow. A
motion by Falcon to dismiss the suit failed, Tide said.

Falcon filed for Chapter 11 protection April 30 and later asked
that its reorganization go ahead in tandem with the Arcapita's
Chapter 11 case begun in March.  The request for joint proceedings
will come to the bankruptcy court for decision on May 31.


Falcon has no remaining employees or cash flow, Tide says,
according to the report.  There is no reason for the complicated
proceedings in Arcapita's case to burden the straightforward
Falcon reorganization, Tide charges.  Tide alleges in the court
filing that Falcon's Chapter 11 is "an attempt to forum shop for a
more favorable ruling," referring to the district judge's refusal
so far to give Falcon the $70 million.

                       About Arcapita Bank

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

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

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

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

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

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

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

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


ARKANOVA ENERGY: Incurs $506,000 Net Loss in First Quarter
----------------------------------------------------------
Arkanova Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $506,136 on $259,845 of total revenue for the three
months ended March 31, 2012, compared with a net loss of $722,845
on $390,651 of total revenue for the same period during the prior
year.

The Company reported net income of $4.79 million on $533,445 of
total revenue for the six months ended March 31, 2012, compared
with a net loss of $2.18 million on $655,450 of total revenue for
the same period a year ago.

The Company reported a net loss of $2.06 million on $1.32 million
of total revenue for the year ended Sept. 30, 2011, compared with
a net loss of $13.87 million on $1.03 million of total revenue
during the prior year.

The Company's balance sheet at March 31, 2012, showed $2.83
million in total assets, $8.66 million in total liabilities and a
$5.83 million total stockholders' deficit.

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

                        http://is.gd/20vaOS

                       About Arkanova Energy

The Woodlands, Tex.-based Arkanova Energy Corporation is currently
participating in oil and gas exploration activities in Arkansas,
Colorado and Montana.  All of Arkanova's oil and gas properties
are located in the United States.

For Fiscal 2011, the Company's independent auditors expressed
substantial doubt about the Company's ability to continue as a
going concern.  MaloneBailey, LLP, in Houston, Texas, said the
Company has incurred losses since inception, which raises
substantial doubt about its ability to continue as a going
concern.


ARLIN GEOPHYSICAL: Files for Chapter 11 in Salt Lake City
---------------------------------------------------------
Arlin Geophysical Company, Inc., filed a Chapter 11 petition
(Bankr. D. Utah Case No. 12-26735) on May 23, 2012, in Salt Lake
City, Utah.

Park City-based Arlin Geophysical estimated assets and debts of
$10 million to $50 million.

This is the second time Arlin filed for Chapter 11 protection.  It
previously sought creditor relief (Case No. 09-3391) on Dec. 9,
2009.

The Debtor says it has collateral worth $14 million.  It may owe
R.E. Loans $5.8 million on a first mortgage and Barney Ng $1.278
million on a second mortgage.  It also allegedly owes the Internal
Revenue Service $12.4 million.  All the claims are disputed by the
Debtor.


ASCENA RETAIL: S&P Assigns BB- Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Suffern, N.Y.-based specialty apparel retailer
Ascena Retail Group Inc. The outlook is stable.

"At the same time, we assigned a preliminary 'BB+' rating with a
preliminary recovery rating of '1' to the company's proposed $300
million senior secured term loan due 2018. Our '1' preliminary
recovery rating indicates our expectation of very high (90%-100%)
recovery in the event of a payment default. According to the
company, it intends to use the proceeds to fund its acquisition of
Charming Shoppes Inc.," S&P said

"The ratings on Ascena reflect our expectation that, although
operating performance may remain stable in fiscal 2012 and 2013,
credit metrics will weaken following the acquisition and issuance
of the new proposed term loan," said Standard & Poor's credit
analyst Helena Song. "Moreover, we see potential business and
financial risks as the company integrates this large acquisition.
The ratings also reflect our assessment of Ascena's business risk
profile as 'weak' and its financial risk profile as
'significant,'" S&P said.

"Ascena is a leading U.S. specialty apparel retailer operating a
group of women's and tween brands. We believe these sectors will
continue to be highly competitive, subject to swings in
performance, and vulnerable to swings in comparable-store sales
because of the timing of consumer buying as well as the fashion
risk associated with the company's merchandising. In our opinion,
the acquisition of Charming Shoppes represents a challenging
undertaking in terms of integrating and trying to improve
underperforming businesses. We note, however, that management has
demonstrated success with past acquisitions, that the company has
good niche positions in certain sub-segments such as tween and
plus-size, and that these businesses should be consistent cash
flow generators. We consider these partly mitigating factors," S&P
said.

"The stable outlook reflects our expectation that Ascena's
operating performance will remain stable while it integrates the
newly acquired brands. We could lower the ratings if weaker-than-
expected performance leads to weakened credit metrics, including
leverage of over 4x. This could result, for example, if
integration or fashion missteps result in a 5% revenue drop and a
margin contraction of 100 basis points, causing an EBITDA decline
of 18% at the current debt level," S&P said.

"On the other hand, we could raise the ratings if the company
successfully integrates the acquisition and the trend is supported
by consistent positive comparable-store sales and improved credit
metrics, including debt to EBITDA in the low-2x area. This could
happen if the company improves its EBITDA by 10% and reduces debt
by about $200 million," S&P said.


AURASOUND INC: Delays Form 10-Q for First Quarter
-------------------------------------------------
Aurasound, Inc., was unable, without unreasonable effort or
expense, to finalize its interim consolidated financial statements
as of and for the three months ended March 31, 2012, in time to
file its quarterly report on Form 10-Q by the filing deadline,
because the Company was still in the process of obtaining and
finalizing certain information and data relating to and necessary
for the completion of the Company's interim consolidated financial
statements for that period.

                       About AuraSound, Inc.

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

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

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


BABCOCK & WILCOX: S&P Withdraws 'BB+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' corporate
credit rating on Babcock & Wilcox Power Generation Group Inc., a
subsidiary of Charlotte, N.C.-based The Babcock & Wilcox Co., at
the company's request. The outlook on the rating was stable prior
to the withdrawal.

Earlier, Standard & Poor's assigned its 'BBB' issue rating to
B&W's proposed $700 million revolving credit facility due 2017.
The issue rating is two notches above our 'BB+' corporate credit
rating on the company. B&W is an energy technology and services
provider, primarily for the nuclear, fossil and renewable power
markets, as well as a defense contractor.

"The recovery rating is '1', reflecting our expectation that
lenders would receive very high (90% to 100%) recovery in a
payment default," S&P said.

"Our ratings on B&W reflect the company's 'significant' financial
risk profile and 'fair' business risk profile. We expect the
company's revenue to increase in 2012, in part as a result of
power investment stemming from recent U.S. Environmental
Protection Agency rules and U.S. nuclear services activity. We
expect the company's government-related segments to remain flat
versus 2011. We believe the company's low adjusted debt balances
and good credit metrics support the rating and stable outlook. The
company's backlog remains good at about $6 billion, up from $5.4
billion at year-end 2011," S&P said.

RATINGS LIST
The Babcock & Wilcox Co.
Corporate credit rating          BB+/Stable/--

Ratings Assigned
$700 mil. revolver due 2017      BBB
  Recovery rating                 1


BALQON CORP: Late Annual Report Delays Form 10-Q Filing for Q1
--------------------------------------------------------------
Balqon Corporation filed its annual report Form 10-K on April 16,
2012, in compliance with Rule 12b-25, fifteen days following the
original due date of the Form 10-K.  The delay in filing the
annual report impacted the Company's ability to complete the
preparation of its financial statements and quarterly report on
Form 10-Q for the three months ended March 31, 2012, within the
prescribed time period without unreasonable effort or expense.

The Company plans to file the quarterly report on Form 10-Q for
the three months ended March 31, 2012, on or before May 21, 2012,
in compliance with Rule 12b-25.

The Company anticipates reporting net revenues of approximately
$194,999 for the first quarter of 2012 as compared to net revenues
of $115,786 for the first quarter of 2011.  The anticipated
increase in net revenues was a result of increased sales of its
new products, including increased sales of its drive systems,
battery systems and charging systems that it developed during
2011.  Sales of the new technologies developed by the Company in
2011 resulted in an $116,112 in sales of electric drive systems
during the first quarter of 2012 as compared to no sales of drive
systems during the first quarter of 2011.

The Company anticipates reporting a gross profit of approximately
$87,832 for the first quarter of 2012 as compared to gross profit
of $48,873 for the first quarter of 2011.  The Company anticipates
reporting that its gross profit margin was 55% for first quarter
of 2012 as compared to a gross profit margin of 58% for the first
quarter of 2011.  The anticipated decrease in gross margin is
primarily due the higher margins on the consulting services that
the Company performed during the first quarter of 2011 as compared
to lower profit margins on the vehicles and battery systems sold
during the first quarter of 2012.

The Registrant anticipates that it will report a net loss for the
first quarter of 2012.  The Company is unable at the present time
to estimate the net loss that will be reported for the first
quarter of 2012, as it has not completed the final accounting of
the derivative liability as of March 31, 2012, and change in
derivative liability for the first quarter of 2012.

                       About Balqon Corporation

Harbor City, California-based Balqon Corporation is a developer
and manufacturer of electric drive systems, charging systems and
battery systems for trucks, tractors, buses, industrial equipment
and renewable energy storage devices.  The Company also designs
and assembles electric powered yard tractors, short haul drayage
tractors and inner city trucks utilizing our proprietary drive
systems, battery systems and charging systems.

Following the Company's 2011 results, Weinberg & Company, P.A., in
Los Angeles, California, expressed substantial doubt about
Balqon's ability to continue as a going concern.  The independent
auditors noted that the Company has a shareholders' deficiency and
has experienced recurring operating losses and negative operating
cash flows since inception.

The Company reported a net loss of $7.05 million on $2.13 million
of revenues for 2011, compared with a net loss of $4.30 million on
$677,745 of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $2.94 million
in total assets, $7.02 million in total liabilities, and a
stockholders' deficit of $4.08 million.


BAMBERG MEMORIAL: Court Confirms Chapter 9 Bankruptcy-Exit Plan
---------------------------------------------------------------
Bamberg County Memorial Hospital and Barnwell County Hospital won
approval of the First Amended Plan for Adjustment of Debts in
their separate Chapter 9 bankruptcy cases.  The Plans are based on
the sale of the hospital operators' assets to SC Regional Health
System LLC and the combination of the hospitals' facilities.

Bankruptcy Judge David R. Duncan held hearings on April 30 and
May 3 on the modified versions of the First Amended Plan for
Adjustment of Debts filed by the Debtors.

Objections to the Bamberg Plan were filed by The Official
Committee of Unsecured Creditors, The United States of America on
behalf of the United States Department of Health and Human
Services, and General Electric Company d/b/a GE Healthcare
Diagnostic Imaging.  Prior to or at the conclusion of the hearing,
all objections to the Plan were consensually resolved except for
the objections of GE.

Objections to the Barnwell Plan were filed by Creekridge Capital,
LLC, Nexsen Pruet, The United States of America on behalf of the
United States Department of Health and Human Services, Palmetto
Emergency Care, P.A. and Palmetto Hospitalist Associates, General
Electric Company d/b/a GE Healthcare Diagnostic Imaging, Robert M.
Peeples and certain participants of the Barnwell County Hospital
Pension Plan, and Intervener Don Alexander.  Prior to or at the
conclusion of the hearing, all objections to the Plan were
consensually resolved except for the objections of Peeples,
Alexander and GE.

Facing liquidity problems, Bamberg County Memorial Hospital and
Barnwell County Hospital pre-bankruptcy sought a third party
purchaser to combine the existing primary service areas and
healthcare facilities and businesses located in and owned by
Bamberg and Barnwell Counties, South Carolina, into one regional
hospital or health system to provide their residents access to
efficient and effective healthcare, and to have that care
delivered through well-equipped, contemporary facilities designed
to meet the specific needs of each community.  To provide such
access, it was decided that a collaborative regional system for
healthcare for the residents of the Counties would attract the
financial support needed to provide healthcare services that can
sustain themselves through changes in medical technology,
regulations, and reimbursement, and can support continued upgrades
in facilities and services.

To help the Counties find a third party to achieve the Counties'
goals, the Counties engaged Stroudwater Capital to reach out to
all interested people in the region to determine what was
important to the Counties' residents and find potential parties
who were interested in developing the regional health system.
After an extensive solicitation process, SC Regional Health System
was identified and approved as the entity best suited to acquire
substantially all of the assets of the hospitals and create a
regional health system in accordance with the identified goals of
the Counties.

On Sept. 29, 2011, Bamberg County Memorial Hospital, Barnwell
County Hospital and the Counties executed an Asset Purchase
Agreement with RHS.  The parties also executed a Development
Agreement.  The APA and Development Agreement provide that RHS
will develop and operate an integrated healthcare delivery system
to be known as the Regional Health System to serve both Counties.
The APA and Development Agreement provide for the construction of
a new hospital with at least 23 in-patient beds.

The bankruptcy-exit plan is based on the APA and contemplates that
both hospital operators will have filed bankruptcy and must be
successful in having their respective plans confirmed.

A copy of Judge Duncan's May 23 Order confirming Barnwell County
Hospital's plan is available at http://is.gd/LBaLmffrom
Leagle.com.

A copy of Judge Duncan's May 23 Order confirming Bamberg County
Hospital's plan is available at http://is.gd/ODougSfrom
Leagle.com.

As reported by the Troubled Company Reporter, unsecured creditors
of Barnwell are expected to recover 2% to 5%.  In Bamberg's Plan,
creditors will recover 15% to 20%.

              About Bamberg County Memorial Hospital

Bamberg County Memorial Hospital, in Bamberg, South Carolina,
filed for Chapter 9 bankruptcy (Bankr. D. S.C. Case No. 11-03877)
on June 20, 2011.  Judge David R. Duncan oversees the case.
Stanley H. McGuffin, Esq. at Haynsworth Sinkler Boyd, P.A., serves
as the Debtor's counsel.  In its petition, it estimated $1 million
to $10 million in assets and $1 million to $10 million in debts.
The petition was signed by Danette D. McAlhaney, MD, chairman.  An
Official Committee of Unsecured Creditors was appointed in the
case.

                  About Barnwell County Hospital

Barnwell County Hospital in South Carolina filed for municipal
reorganization under Chapter 9 of the Bankruptcy Code (Bankr. D.
S.C. Case No. 11-06207) on Oct. 5, 2011, in Columbia, South
Carolina.  The hospital is licensed for 53 beds, although only 31
are currently operating. It also operates three rural health
clinics in southwestern South Carolina.  Assets and debts are both
less than $10 million.

Judge Duncan also presides over the case.  Lindsey Carlbert
Livingston, Esq., and Stanley H. McGuffin, Esq., at Haynsworth
Sinkler Boyd, PA, represent the Debtor as counsel.  The petition
was signed by Charles Lowell Jowers, Sr., chairman of the
hospital's board of trustees.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
three unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Barnwell County Hospital.


BARNWELL HOSPITAL: Court Confirms Chapter 9 Bankruptcy-Exit Plan
----------------------------------------------------------------
Bamberg County Memorial Hospital and Barnwell County Hospital won
approval of the First Amended Plan for Adjustment of Debts in
their separate Chapter 9 bankruptcy cases.  The Plans are based on
the sale of the hospital operators' assets to SC Regional Health
System LLC and the combination of the hospitals' facilities.

Bankruptcy Judge David R. Duncan held hearings on April 30 and
May 3 on the modified versions of the First Amended Plan for
Adjustment of Debts filed by the Debtors.

Objections to the Bamberg Plan were filed by The Official
Committee of Unsecured Creditors, The United States of America on
behalf of the United States Department of Health and Human
Services, and General Electric Company d/b/a GE Healthcare
Diagnostic Imaging.  Prior to or at the conclusion of the hearing,
all objections to the Plan were consensually resolved except for
the objections of GE.

Objections to the Barnwell Plan were filed by Creekridge Capital,
LLC, Nexsen Pruet, The United States of America on behalf of the
United States Department of Health and Human Services, Palmetto
Emergency Care, P.A. and Palmetto Hospitalist Associates, General
Electric Company d/b/a GE Healthcare Diagnostic Imaging, Robert M.
Peeples and certain participants of the Barnwell County Hospital
Pension Plan, and Intervener Don Alexander.  Prior to or at the
conclusion of the hearing, all objections to the Plan were
consensually resolved except for the objections of Peeples,
Alexander and GE.

Facing liquidity problems, Bamberg County Memorial Hospital and
Barnwell County Hospital pre-bankruptcy sought a third party
purchaser to combine the existing primary service areas and
healthcare facilities and businesses located in and owned by
Bamberg and Barnwell Counties, South Carolina, into one regional
hospital or health system to provide their residents access to
efficient and effective healthcare, and to have that care
delivered through well-equipped, contemporary facilities designed
to meet the specific needs of each community.  To provide such
access, it was decided that a collaborative regional system for
healthcare for the residents of the Counties would attract the
financial support needed to provide healthcare services that can
sustain themselves through changes in medical technology,
regulations, and reimbursement, and can support continued upgrades
in facilities and services.

To help the Counties find a third party to achieve the Counties'
goals, the Counties engaged Stroudwater Capital to reach out to
all interested people in the region to determine what was
important to the Counties' residents and find potential parties
who were interested in developing the regional health system.
After an extensive solicitation process, SC Regional Health System
was identified and approved as the entity best suited to acquire
substantially all of the assets of the hospitals and create a
regional health system in accordance with the identified goals of
the Counties.

On Sept. 29, 2011, Bamberg County Memorial Hospital, Barnwell
County Hospital and the Counties executed an Asset Purchase
Agreement with RHS.  The parties also executed a Development
Agreement.  The APA and Development Agreement provide that RHS
will develop and operate an integrated healthcare delivery system
to be known as the Regional Health System to serve both Counties.
The APA and Development Agreement provide for the construction of
a new hospital with at least 23 in-patient beds.

The bankruptcy-exit plan is based on the APA and contemplates that
both hospital operators will have filed bankruptcy and must be
successful in having their respective plans confirmed.

A copy of Judge Duncan's May 23 Order confirming Barnwell County
Hospital's plan is available at http://is.gd/LBaLmffrom
Leagle.com.

A copy of Judge Duncan's May 23 Order confirming Bamberg County
Hospital's plan is available at http://is.gd/ODougSfrom
Leagle.com.

As reported by the Troubled Company Reporter, unsecured creditors
of Barnwell are expected to recover 2% to 5%.  In Bamberg's Plan,
creditors will recover 15% to 20%.

              About Bamberg County Memorial Hospital

Bamberg County Memorial Hospital, in Bamberg, South Carolina,
filed for Chapter 9 bankruptcy (Bankr. D. S.C. Case No. 11-03877)
on June 20, 2011.  Judge David R. Duncan oversees the case.
Stanley H. McGuffin, Esq. at Haynsworth Sinkler Boyd, P.A., serves
as the Debtor's counsel.  In its petition, it estimated $1 million
to $10 million in assets and $1 million to $10 million in debts.
The petition was signed by Danette D. McAlhaney, MD, chairman.  An
Official Committee of Unsecured Creditors was appointed in the
case.

                  About Barnwell County Hospital

Barnwell County Hospital in South Carolina filed for municipal
reorganization under Chapter 9 of the Bankruptcy Code (Bankr. D.
S.C. Case No. 11-06207) on Oct. 5, 2011, in Columbia, South
Carolina.  The hospital is licensed for 53 beds, although only 31
are currently operating. It also operates three rural health
clinics in southwestern South Carolina.  Assets and debts are both
less than $10 million.

Judge Duncan also presides over the case.  Lindsey Carlbert
Livingston, Esq., and Stanley H. McGuffin, Esq., at Haynsworth
Sinkler Boyd, PA, represent the Debtor as counsel.  The petition
was signed by Charles Lowell Jowers, Sr., chairman of the
hospital's board of trustees.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appointed
three unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Barnwell County Hospital.


BAYTEX ENERGY: Moody's Upgrades CFR to 'Ba3'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Baytex Energy Corp.'s Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) to Ba3
from B1, and upgraded the company's senior unsecured notes to B1
from B3. An SGL-2 Speculative Grade Liquidity rating was assigned.
The outlook is stable.

"The upgrade reflects Baytex's high proportion of oil in its
production stream, and strong operating cash flow, leverage on
production and interest coverage," said Terry Marshall, Moody's
Senior Vice President. "Baytex's use of multi-lateral horizontal
and thermal enhanced oil recovery techniques has allowed it to
grow production and reserves, while maintaining solid finding and
development costs. As well, the company has the ability to
monetize non-core assets as demonstrated by the April 2012
announced sale of a North Dakota asset."

Upgrades:

  Issuer: Baytex Energy Corp.

     Probability of Default Rating, Upgraded to Ba3 from B1

     Corporate Family Rating, Upgraded to Ba3 from B1

     Multiple Seniority Shelf, Upgraded to (P)B1, LGD5, 79% from
     (P)B3, LGD5, 83%

     Multiple Seniority Shelf, Upgraded to (P)B1, LGD5, 79% from
     (P)B3, LGD5, 83%

     Senior Unsecured Regular Bond/Debenture, Upgraded to a range
     of B3, LGD5, 79 % from a range of B3, LGD5, 83 %

     Senior Unsecured Regular Bond/Debenture, Upgraded to a range
     of B3, LGD5, 79 % from a range of B3, LGD5, 83 %

     Senior Unsecured Regular Bond/Debenture, Upgraded to a range
     of B3, LGD5, 79 % from a range of B3, LGD5, 83 %

     Senior Unsecured Regular Bond/Debenture, Upgraded to a range
     of B3, LGD5, 79 % from a range of B3, LGD5, 83 %

Assignments:

  Issuer: Baytex Energy Corp.

     Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

  Issuer: Baytex Energy Corp.

     Outlook, Changed To Stable From Rating Under Review

Ratings Rationale

Baytex's Ba3 Corporate Family Rating (CFR) reflects its relatively
small reserves, short reserve life in terms of proved developed
(PD) reserves, high leverage on PD reserves and high dividend
payments. At the same time, the rating considers Baytex's 85% oil-
weighted production platform and solid leveraged full cycle ratio
(LFCR), growing production profile, strong interest coverage, and
favorable leverage on production and retained cash flow.

The SGL-2 Speculative Grade Liquidity rating indicates good
liquidity through mid-2013. During this period Moody's expects
Baytex to have consume C$100 million of negative free cash flow,
which will be funded with drawings under the revolver. At March
31, 2012 Baytex had C$373 million available, after minimal letters
of credit, under its C$700 million senior secured revolving credit
facility due 2014. The revolver availability will increase
substantially if a portion of the below-mentioned asset sale
proceeds are used to reduce revolver drawings. The company should
be well in compliance with its three financial covenants (senior
secured debt to total capitalization not to exceed 0.55x, senior
secured debt to EBITDA not to exceed 3.0x, and total debt to
EBITDA not to exceed 3.5x) through mid-2013. While the Baytex's
assets are pledged under its revolver, the company has non-core
assets that form a source of alternate liquidity as evidenced by
the April 2012 agreement to sell non-operating North Dakota assets
for US$311 million.

The US$150 million and C$150 million senior unsecured notes are
rated one notch below the Ba3 CFR due to the existence in the
capital structure of the prior-ranking C$700 million senior
secured revolving credit facility.

The stable outlook reflects Baytex's growing production profile
and oil bias, favorable leverage in terms of production and strong
interest coverage. While a rating upgrade is not likely over the
near term, it would be possible if PD reserves were expanded
towards 100 million boe and the PD reserve life was increased
toward 6 years, while maintaining conservative financial metrics.
A negative outlook or downgrade could be considered if the
company's E&P debt to production or retained cash flow to debt
appear likely to fall below $25,000 and 25%, respectively.

The principal methodology used in rating Baytex Energy Corp. 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.

Baytex Energy Corp. is a Calgary, Alberta-based independent
exploration and production (E&P) company that has proved reserves
of approximately 132 million barrels of oil equivalent (boe) and
average daily production of approximately 40'000 boe/d of which
80% is oil.


BENNETTE PAINT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bennette Paint Manufacturing Company, Inc.
        401 Industry Drive
        Hampton, VA 23661

Bankruptcy Case No.: 12-50818

Chapter 11 Petition Date: May 22, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Newport News)

Judge: Stephen C. St. John

Debtor's Counsel: W. Greer McCreedy, II, Esq.
                  THE McCREEDY LAW GROUP, PLLC
                  413 West York St
                  Norfolk, VA 23510
                  Tel: (757) 233-0045
                  Fax: (757) 233-7661
                  E-mail: MLaw230@gmail.com

Scheduled Assets: $1,355,759

Scheduled Liabilities: $4,239,765

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vaeb12-50818.pdf

The petition was signed by Jeffery P. Nance, president and CEO.


BIOCORAL INC: Incurs $365,000 Net Loss in First Quarter
-------------------------------------------------------
Biocoral, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $364,708 on $78,996 of net sales for the three months ended
March 31, 2012, compared with a net loss of $200,607 on $62,496 of
net sales for the same period during the prior year.

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

The Company's balance sheet at March 31, 2012, showed $1.38
million in total assets, $4.81 million in total liabilities and a
$3.42 million total stockholders' deficit.

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

                        http://is.gd/DDb3al

                        About Biocoral, Inc.

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

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


BONDS.COM GROUP: Thomas Thees Named to Board of Directors
---------------------------------------------------------
The Board of Directors of Bonds.com Group, Inc., appointed Thomas
Thees to the Board.  Mr. Thees fills a new vacancy on the Board
created by the expansion of the Board as permitted by the
Stockholders' Agreement Amendment.  Additionally, on May 16, 2012,
the Board appointed Mr. Thees as the Company's Chief Executive
Officer to be effective June 1, 2012.

Mr. Thees brings 30 years of industry expertise and experience in
building both traditional and electronic fixed income businesses
and operations, and is a recognized leader in global financial
services.  Prior to joining the Company, Mr. Thees served most
recently as Head of Investment Grade Credit and formerly as co-
head of Fixed Income for Jefferies & Co., and previously served as
Chief Operating Officer of MarketAxess Holdings, Inc.  Mr. Thees
spent 17 years in senior management positions of increasing
responsibility at Morgan Stanley & Co., 5 years at Goldman Sachs
Group, Inc., and also Citibank NA, and A.G. Becker & Co.  Mr.
Thees has served on the Board of Directors of the Bond Market
Association (now SIFMA), including as Chairman of its Investment
Grade Committee, and he is a member of the Georgetown University
Board of Regents, and just completed his tenure as the Interim CEO
and Board Chairman for the Visiting Nurses Association Health
Group in NJ.  Mr. Thees graduated from Georgetown University with
an AB degree in International Relations, where he was a George F.
Baker Scholar.  The Company entered into a compensatory
arrangement with Mr. Thees in connection with his appointment as
the Company's Chief Executive Officer.

Pursuant to the Employment Agreement, Mr. Thees' initial base
salary will be $300,000 per annum, and will be subject to increase
by the Board on an annual basis beginning Jan. 1, 2013.  In
addition, Mr. Thees will be eligible for an annual bonus
opportunity up to 100% of the base salary at the time, to be paid
at the discretion of the Board, based on an evaluation of the
Executive's performance and taking into account the financial
strength and cash flow position of the Company.  Mr. Thees is also
entitled to a bonus payment of $750,000 upon a Change of Control
that occurs during Mr. Thees' employment period under the
Employment Agreement, where the Enterprise Value of the Company at
the time of such Change of Control is at least $125,000,000.

On May 10, 2012, the Company granted Mr. Thees an option to
purchase 78,000,000 shares of the common stock at a purchase price
of $0.09 per share for a period of 7 years pursuant to the
Company's 2011 Equity Plan, one-quarter of which will vest June 1,
2012, and the balance of which shall vest quarterly over a period
of three years from June 1, 2012.

Bonds.com, Daher Bonds Investment Company, Mida Holdings, Oak
Investment Partners XII, Limited Partnership, and GFINet Inc.
entered into an Amendment No. 1 to Series E Stockholders'
Agreement.  The Stockholders' Agreement Amendment amends the
Series E Stockholders' Agreement dated as of Dec. 5, 2011.  The
Stockholders' Agreement Amendment was entered into by the parties
in connection with the appointment of Thomas Thees to the Board of
Directors of the Company.  Pursuant to the Stockholders' Agreement
Amendment, each stockholder party to the Series E Stockholders'
Agreement is required to vote, or cause to be voted, all voting
shares owned by that stockholder, from time to time and at all
times, in whatever manner as will be necessary to ensure that the
size of the Board will be set and remain at no more than ten
directors.

Also on May 10, 2012, the Company adopted the First Amendment to
the Company's 2011 Equity Plan.  Pursuant to the Equity Plan
Amendment, the number of shares of Common Stock available for
issuance under 2011 Equity Plan was increased from 72,850,000 to
125,000,000.

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

                        http://is.gd/JxYCiZ

                         Form 10-Q Delayed

In connection with the preparation of the annual report on Form
10-K for the fiscal year ended Dec. 31, 2011, Bonds.com determined
that it needs to amend its quarterly reports on Form 10-Q for the
interim periods ended March 31, June 30, and Sept. 30, 2011, to
restate the interim, unaudited consolidated financial statements
included therein, which caused a delay in the preparation of the
Company's annual report on Form 10-K for the fiscal year ended
Dec. 31, 2011.  That delay in turn has caused a delay in the
Company's preparation of its quarterly report on Form 10-Q for the
interim period ended March 31, 2012.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc. an inventory of more than 35,000 fixed income securities from
more than 175 competing sources.  Asset classes currently offered
on BondStation and BondStationPro, the Company's fixed income
trading platforms, include municipal bonds, corporate bonds,
agency bonds, certificates of deposit, emerging market debt,
structured products and U.S. Treasuries.

As reported by the TCR on May 9, 2011, Daszkal Bolton LLP, in Boca
Raton, Fla., in its audit reports for the years ended Dec. 31,
2009, and Dec. 31, 2010, expressed substantial doubt about the
Company's ability to continue as a going concern.  The auditors
noted that the Company has sustained recurring losses and has
negative cash flows from operations.

The Company reported a net loss of $12.51 million on $2.71 million
of revenue for the year ended Dec. 31, 2010, compared with a net
loss of $4.69 million on $3.90 million of revenue during the prior
year.  The Company also reported a net loss of $12.26 million on
$2.84 million of revenue for the nine months ended Sept. 30, 2011,
compared with a net loss of $9.21 million on $2.01 million of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2011, showed $4.10
million in total assets, $15.52 million in total liabilities and a
$11.42 million stockholders' deficit.


BOOMERANG SYSTEMS: Delays Form 10-Q for First Quarter
-----------------------------------------------------
Boomerang Systems, Inc., was unable to file its quarterly report
on Form 10-Q for the quarter ended March 31, 2012, within the
prescribed period because of a delay in completing the audit for
this period as a result of management requiring additional time to
compile and verify the data required to be included in the report.
The Company expects to file within the extension period.

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

The Company reported a net loss of $19.10 million for 2011 and a
net loss of $15.78 million during the prior year.

The Company's balance sheet at Dec. 31, 2011, showed $6.89 million
in total assets, $13.76 million in total liabilities, and a
$6.87 million total stockholders' deficit.

                         Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31 2011, the Company said
its operations may not generate sufficient cash to enable it to
service its debt.  If the Company were to fail to make any
required payment under the notes and agreements governing its
indebtedness or fail to comply with the covenants contained in the
notes and agreements, the Company would be in default.  The
Company's debt holders would have the ability to require that the
Company immediately pay all outstanding indebtedness.  If the debt
holders were to require immediate payment, the Company might not
have sufficient assets to satisfy its obligations under the notes
or the Company's other indebtedness.  In such event, the Company
could be forced to seek protection under bankruptcy laws, which
could have a material adverse effect on its existing contracts and
its ability to procure new contracts as well as its ability to
recruit or retain employees.  Accordingly, a default could have a
significant adverse effect on the market value and marketability
of the Company's common stock.


BROADWAY FINANCIAL: Delays Form 10-Q for First Quarter
------------------------------------------------------
Broadway Financial Corporation informed the U.S. Securities and
Exchange Commission that it will be delayed in filing its
quarterly report on Form 10-Q for the period ended March 31, 2012.
The Company said it was not able to obtain all information prior
to filing date and management could not complete the required fair
value disclosures for Item 1. Financial Statements by May 15,
2012.

                          About Broadway

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System ("FRB").  The Bank is currently
regulated by the Office of the Comptroller of the Currency ("OCC")
and the Federal Deposit Insurance Corporation ("FDIC").

For 2011, Crowe Horwath LLP, in Costa Mesa, California, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has a tax sharing liability to its consolidated subsidiary that
exceeds its available cash.  The liability will be settled
pursuant to the tax sharing agreement on or before April 2, 2012,
at which point the Company will run out of operating cash.  "In
addition, the Company is in default under the terms of a $5
million line of credit with another financial institution lender.
Finally, the Company has sustained recurring operating losses
mainly caused by elevated levels of loan losses, and as discussed
in Note 15, the Company and its Bank subsidiary, Broadway Federal
Bank are both under formal regulatory agreements."

The Company reported a net loss of $9.5 million on $17.1 million
of net interest income (before provision for loan losses) in 2011,
compared with net income of $1.9 million on $20.8 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $713,000 for 2011, compared with
$2.4 million for 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$418.5 million in total assets, $395.5 million in total
liabilities, and stockholders' equity of $23.0 million.

BUFFETS INC: Taps Deloitte Tax to Provide Tax Compliance Services
-----------------------------------------------------------------
Buffets Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Deloitte Tax LLP as
special tax advisors.

Deloitte Tax will perform various federal, state and local income
tax compliance, advisory and restructuring services to the Debtors
in accordance with the terms and conditions of the engagement
letter dated April 9, 2012.

The hourly rates of Deloitte Tax' personnel are:

         Partner              $650
         Director             $595
         Senior Manager       $460
         Manager              $375
         Consultant           $275

Prepetition, the Debtors did not pay Deloitte Tax any amount.

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

The Debtors set a hearing on May 31, at 10:30 a.m. (E.T.).

                        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.


CANDY INTERMEDIATE: Moody's Rates $425MM Sr. Secured Loan 'B2'
--------------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family
rating (CFR) and probability of default rating to Candy
Intermediate Holdings, Inc., a wholly owned subsidiary of Ferrara
Candy Company. Concurrently, Moody's assigned a B2 rating to the
proposed $425 million senior secured term loan B due 2019. The
rating outlook is stable.

Farley's & Sathers Candy Company, Inc. (B1, Stable) and Ferrara
Pan Candy Co., Inc. (not rated) have agreed to a definitive merger
under which the two businesses will be combined to form a leading
general line confectionery manufacturer. The combined company will
do business as the Ferrara Candy Company (Ferrara). Proceeds from
the proposed $425 million term loan B will be used to finance the
merger of F&S and Ferrara Pan, to repay existing debt and to pay
related fees and expenses. As part of the financing, Ferrara is
expected to secure a $125 million 5-year asset-based revolving
credit facility (ABL) that will not be rated by Moody's.

The following ratings have been assigned to Candy Intermediate
Holdings, Inc. subject to review of final documentation:

B1 Corporate family rating;

B1 Probability of default rating; and

B2 (LGD4, 60%) to the proposed $425 million senior secured term
loan B due 2019.

Further, Moody's expects to withdraw the ratings for F&S upon
completion of the proposed merger and the repayment of existing
debt.

Ratings Rationale

The B1 CFR reflects Ferrara's post-merger leverage, 5.4x on a
proforma basis, as well as its increased scale and solid market
position within the non-chocolate confectionary category in the
US. The F&S and Ferrara Pan combination is expected to create a
business with a broad product portfolio, reduced exposure to
seasonal candies, recognizable brands and an improved customer and
channel diversification relative to the stand-alone companies.
Moody's views the non-chocolate confectionary category as highly
competitive, dominated by large players with more recognizable
everyday brands than Ferrara. Accordingly, Moody's views Ferrara
as a price follower in the category with lower margins,
particularly in periods of rising commodity prices, such as sugar.

"While we view initial post-merger leverage as high, Moody's
expects F&S's 2011 price increases to benefit earnings in 2012 and
that cost savings from planned synergies will gradually lead to
margin expansion allowing Ferrara to restore its leverage profile
to below 4.5x by the end of 2013," said Moody's Analyst Brian
Grieser. Moody's expects Ferrara to achieve meaningful synergies
through plant rationalization, leveraging the combined company's
buying power and through labor efficiency savings. Merger costs
and initial upfront capital investments are expected to be
meaningful and will likely result in Ferrara funding a portion of
these cash outlays with its ABL. The rating incorporates Moody's
expectation that Ferrara will maintain a good liquidity profile
over the next twelve months and that ABL borrowings will be repaid
in 2013 as Ferrara begins generating positive cash flows. At $125
million, the ABL is expected to provide meaningful cushion in 2012
to fund initial merger related outlays as well as seasonal working
capital needs.

The B2 rating on the term loan B reflects its second lien priority
interest in the collateral securing the ABL (primarily accounts
receivables and inventory) and its first lien priority interest in
all other assets. The ratings anticipate that the term loan B will
not contain any financial maintenance covenants.

The stable outlook reflects Moody's expectation of a successful
integration and that earnings and cash flow will improve over the
next twelve to eighteen months. Further, Moody's expects liquidity
to be managed prudently as merger integration costs increase and
that deleveraging will remain a focus as synergies are realized.

Downward rating pressure could arise if integration plans fail to
generate expected synergies resulting in either continued cash
consumption or the maintenance of leverage above 5.0x by the end
of 2013. The inability to begin reducing its reliance on the ABL
in 2013 could also increase rating pressure.

A ratings upgrade is unlikely prior to completion of the
integration of the two businesses. Moody's would expect leverage
to be maintained around 3.5x, with positive free cash flow
generation, for an extended period prior to considering an upgrade
given the company's willingness to complete debt-financed
acquisitions and its private equity ownership.

The principal methodology used in rating Ferrara Candy Company was
the Global Food - Protein and Agriculture Industry Methodology
published in September 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Ferrara Candy Company is a manufacturer of branded non-chocolate
products, private label confectionary products and participates in
various co-manufacturing programs. The company is believed to be
third largest US non-chocolate confectionary company with one of
the broadest product portfolios in the category. Ferrara's brands
include Brach's, Black Forest, Trolli, Lemonheads, Jujyfruits,
Atomic Fireballs, Boston Baked Beans, Chuckles, and Now and Later.
The company is majority owned by Catterton Partners. Proforma
revenues for the twelve months ended March 31, 2012 were
approximately $870 million.


CAPSALUS CORP: Delays Form 10-Q for First Quarter
-------------------------------------------------
Capsalus Corp. informed the U.S. Securities and Exchange
Commission that it will be delayed in filing its quarterly report
on Form 10-Q for the period ended March 31, 2012.  The Company
said it did not obtain all information prior to filing date and
attorney and accountant could not complete the required legal
information and financial statements and management could not
complete Management's Discussion and Analysis of those financial
statements by May 15, 2012.

                       About Capsalus Corp.

Atlanta, Ga.-based Capsalus Corp. offers a broad range of
solutions to global health problems.  WhiteHat Holdings, LLC, was
acquired on April 14, 2010.  In combining with WhiteHat, the
Company is creating a new, consumer-driven business unit, the
Nutritional Products Division, focused on healthy food and
beverages.

The Company reported a net loss of $16.02 million in 2010 and a
net loss of $10.89 million in 2009.  The Company also reported a
net loss of $2.09 million for the nine months ended Sept. 30,
2011.

The Company's balance sheet at Sept. 30, 2011, showed
$4.60 million in total assets, $6.77 million in total liabilities,
and a $2.16 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, Moquist Thorvilson
Kaufmann Kennedy & Pieper LLC, in Edina, Minnesota, expressed
substantial doubt about the Company's ability to continue as a
going concern, following the 2010 financial results.  The
independent auditors noted that the Company has suffered losses
from operations since its inception.


CAPTAIN PROPERTIES VI: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Captain Properties VI, LP
        dba Raintree Place Senior Apartments
        2025 S Brentwood Blvd, Suite 102
        St Louis, MO 63144

Bankruptcy Case No.: 12-44986

Chapter 11 Petition Date: May 23, 2012

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Nicholas A. Franke, Esq.
                  THE FRANKE LAW FIRM LLC
                  P.O. Box 270952
                  St. Louis, MO 63127-0592
                  Tel: (314) 458-6331
                  E-mail: nfranke@frankelawfirm.com

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

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

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

The petition was signed by Mary E. Wolf, manager or Raintree
Partners, LLC, general partner.

Affiliate that filed separate Chapter 11 petition:

                                                  Petition
   Debtor                              Case No.      Date
   ------                              --------  -----------
Captain Properties V, LP               12-44804   05/17/2012


CAVE LAKES: To File Bankruptcy-Exit Plan by June 30
---------------------------------------------------
Cave Lakes Canyon LLC disclosed that it anticipates filing a
viable plan of reorganization and disclosure statement with the
U.S. Bankruptcy Court by June 30, 2012.

Cave Lakes Canyon LLC filed for Chapter 11 bankruptcy (Bankr. D.
Nev. Case No. 12-10008) on Jan. 3, 2012, disclosing $18,010,913 in
assets and $3,984,861 liabilities.  Judge Bruce A. Markell
presides over the case.


CIRCLE STAR: Issues 500,000 Units at $1.50 Per Unit
---------------------------------------------------
Circle Star Energy Corp. announced the raise of $750,000 in equity
financing.

Circle Star issued 500,000 units at a price of $1.50 per unit for
gross proceeds of $750,000. Each unit consists of one share of
common stock of the Company and one half share purchase warrant.
Each full warrant may be exercised to acquire one share of common
stock of the Company at an exercise price of $2.75 through May 15,
2015.

Circle Star's use of proceeds is focused on payment of debt
obligations, acquisition capital needs and/or general corporate
purposes.

The units, shares of common, warrants and underlying shares of the
financing were not registered under the United States Securities
Act of 1933, as amended, or any state securities laws.
Accordingly, the shares, warrants and underlying warrant shares
are "restricted securities" and may not be offered or sold absent
registration or an applicable exemption.

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas. The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company's balance sheet at Jan. 31, 2012, showed $3.91 million
in total assets, $6.75 million in total liabilities and a $2.84
million total stockholders' deficit.

The Company said in its quarterly report for the period ended
Jan. 31, 2012, that there is substantial doubt about its ability
to continue as a going concern.  The continuation of the Company
as a going concern is dependent upon continued financial support
from the Company's shareholders, the ability of the Company to
obtain necessary financing to continue operations, and the
attainment of profitable operations.  The Company can give no
assurance that future financing will be available to it on
acceptable terms if at all or that it will attain profitability.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


CIRTRAN CORP: Delays Form 10-Q for First Quarter
------------------------------------------------
CirTran Corporation's quarterly report on Form 10-Q for the
quarter ended March 31, 2012, was not filed within the prescribed
time period because management was devoted to seeking revenue
potential for the Company, which detracted from management's
ability to compile and verify the data required to be included in
the report.  The report will be filed within five days of the date
the original report was due.

                     About CirTran Corporation

West Valley City, Utah-based CirTran Corporation (OTC BB: CIRC)
-- http://www.CirTran.com/-- markets and manufactures energy
drinks under the Playboy brand pursuant to a license agreement
with Playboy Enterprises, Inc.  The Company also provides turnkey
manufacturing services and products using various high-tech
applications for electronics manufacturers in various industries.

The Company reported a net loss of $7.04 million in 2011, compared
with a net loss of $4.95 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.16 million
in total assets, $26.23 million in total liabilities and a $25.06
million total stockholders' deficit.

Following the 2011 results, Hansen, Barnett & Maxwell, P.C., in
Salt Lake City, Utah, noted that Company has an accumulated
deficit, has suffered losses from operations, has negative working
capital and one of the consolidated subsidiaries has filed for
Chapter 11 bankruptcy which raises substantial doubt about its
ability to continue as a going concern.


CLIFFS CLUB: Files Plan Calling for Sale to Carlile Development
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cliffs Club & Hospitality Group Inc. filed a proposed
reorganization plan this week to carry out a sale of the business.
Competing bidders dropped out before the auction where Carlile
Development Group was already under contract to buy the projects
through confirmation of a Chapter 11 reorganization plan.  Carlile
will be joined in buying the projects by SunTx Urbana GP I LLP and
Arendale Holdings Corp.

The report relates that according to the explanatory disclosure
statement, the plan calls for paying a total of $64 million spread
over 20 years without interest to holders of $73.5 million notes.
The lenders will receive the greater of $1 million a year or half
of cash flow.  The outstanding balance will be paid at maturity.
Unsecured creditors with an estimated $3.9 million in claims are
predicted to have a 75% recovery.  Mechanics lienholders with $1.5
million in claims will be paid in full without interest.
Members would be invited to join the newly reorganized club.

                         About Cliffs Club

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

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

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

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

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

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

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

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


COMMUNITY HOME: Specialty Finance Company Files for Chapter 11
--------------------------------------------------------------
Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.

According to its Web site, Community Home Financial is a specialty
finance company located in Jackson, Mississippi, providing
contractors with financing for their customers.  CHFS operates
from one central location providing financing through its dealer
network throughout 25 states, Alabama, Delaware, and Tennessee.

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

According to the case docket, the Chapter 11 plan and disclosure
statement are due Sept. 20, 2012.  Incomplete filings are due
June 6, 2012.

Edwards Family Partnership and Beher Holdings Trust sit atop the
list of largest unsecured creditors and are owed $5 million and
$4 million, respectively.

Jim F. Spencer, Jr., -- jspencer@watkinseager.com -- at the law
firm of Watkins & Eager PLLC, counsel to Edwards and Beher, has
filed a notice of appearance in the case.

The Debtor is represented by Jonathan Bissette, Esq., at Wells
Marble & Hurst, PLLC, in Ridgeland, Mississippi.


COMPREHENSIVE CARE: Delays Form 10-Q for First Quarter
------------------------------------------------------
Comprehensive Care Corporation said it requires additional time to
finalize the financial statements to be included in the Form 10-Q
for the period ended March 31 2012.  The quarterly report will be
filed as soon as possible and in no event later than the fifth
calendar day following the latest prescribed due date for that
report.

                     About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

The Company reported a net loss of $14.08 million in 2011,
compared with a net loss of $10.47 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$15.31 million in total assets, $31.79 million in total
liabilities, and a $16.48 million total stockholders' deficiency.

In its audit report on the 2011 financial statements, Mayer
Hoffman McCann P.C., in Clearwater, Florida, 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 not generated sufficient
cash flows from operations to fund its working capital
requirements.


COMSTOCK RESOURCES: Moody's Lowers CFR to 'B2'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service lowered Comstock Resources, Inc.'s
Corporate Family Rating (CFR) to B2 from B1, and lowered the
rating on the company's senior notes to B3 from B2. The outlook is
stable.

Ratings Rationale

"The downgrade of the CFR to B2 reflects the company's high
proportion of natural gas production in a low gas price
environment, its relatively early stage operations in the Permian
and Eagle Ford plays where the majority of capital spending will
be focused, and the significant amount of liquidity needed to fund
its transition to becoming a more oil-focused E&P company,"
commented Jonathan Kalmanoff, Moody's Analyst.

The B3 senior unsecured note rating reflects both the overall
probability of default of Comstock, to which Moody's assigns a PDR
of B2, and a loss given default of LGD5-88%. The size of the
senior secured revolver's priority claim relative to the senior
unsecured notes results in the notes being rated one notch beneath
the B2 CFR under Moody's Loss Given Default Methodology.

Comstock's ratings are supported by the growing proportion of
liquids production with good results so far in the Eagle Ford and
Permian, a property base which has the potential to provide
additional liquidity through joint ventures or sales of non-core
assets, a flexible capital expenditure budget, and modest
diversification provided by two liquids producing basins.

The SGL-4 reflects weak liquidity through the second quarter of
2013. At March 31, 2012, pro forma for announced asset
divestitures through May 1, 2012, Comstock had $4 million of cash
and $169 million of availability under its borrowing base credit
facility. However the company may not be able to draw the full
$169 million that is currently available under the facility since
the undrawn amount is factored into the current ratio covenant
calculation, and a portion of the facility may need to remain
undrawn to keep covenants within limits. Liquidity is supported by
a significant amount of flexibility in the capital expenditure
budget, the potential for joint venture agreements which the
company is actively seeking, and the ability to raise further
liquidity through sales of non-core gas properties.

The credit facility has a $656 million pro forma borrowing base,
which is subject to semi-annual redeterminations based on the
value of proved reserves. The large proportion of natural gas in
the reserve base exposes the company to the risk of negative
borrowing base redeterminations. Financial covenants under the
credit facility are a current ratio of at least 0.9x (undrawn
credit facility availability is included in the numerator) and
debt / EBITDAX of less than 4.5x. As of March 31, 2012 the
company's current ratio was 1.1x and debt /EBITDAX was 3.5x. There
are no debt maturities prior to 2015 when the credit facility
matures. Although the majority of Comstock's assets are pledged as
security under the credit facility, the company has the ability to
raise additional liquidity through limited asset sales.

The stable outlook reflects Moody's expectation that Comstock will
raise sufficient liquidity to fund its announced 2012 capital
spending budget, to maintain sufficient cushion to offset the risk
of negative borrowing base redeterminations, and to fund the
transition to becoming a more oil focused company. The stable
outlook also reflects Moody's expectation that the company will
achieve reasonable operational success with increasing the
proportion of oil production. Moody's could downgrade the CFR if
liquidity is not increased in line with expectations, if returns
do not continue to benefit from increasing liquids production, or
if Moody's expects RCF / debt to be maintained below 25%. Longer
term, Moody's could upgrade the CFR if the rating agency expects
the company's leveraged full cycle ratio (LFCR) to be maintained
at or above 1.7x with RCF / debt of at least 40%.

The principal methodology used in rating Comstock Resources 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.

Comstock Resources, Inc. is an independent exploration and
production company headquartered in Frisco, Texas.


CONQUEST PETROLEUM: Enters Into Liquidity Program
-------------------------------------------------
Conquest Petroleum Incorporated entered into a program with six
third party entities to exchange certain aged debt for stock.  The
new shares will be free trading and will be available immediately.
Simultaneously, it was necessary for the Company to issue
additional Rule 144 Restricted Stock to one of the Company's
secured creditors under an anti-dilution agreement.

Robert D. Johnson, Chairman and CEO of the Company stated,
"Management and the Board of Directors have considered possible
alternatives to add to the Company's liquidity and bring in much
needed capital.  This alternative, although dilutive, will enable
the Company to bring its securities filings current, perform much
needed field restoration, and bridge to a larger funding.  The
goal remains to raise sufficient new capital to complete Phase 3
of the Company's Business Plan that will see the large inventory
of undeveloped assets monetized; and, at the same time settle
other outstanding matters."

                     About Conquest Petroleum

Spring, Tex.-based Conquest Petroleum Incorporated (OTC BB: CQPT)
-- http://www.conquestpetroleum.com/-- is an independent oil and
natural gas company engaged in the production, acquisition and
exploitation of oil and natural gas properties geographically
focused on the onshore United States.  The Company's areas of
operation include Louisiana and Kentucky.

The Company reported a net loss of $14.49 million in 2010 and a
net loss of $23.26 million in 2009.  The Company reported a net
loss of $4.77 million for the nine months ending Sept. 30, 2011.

The Company's balance sheet as of Sept. 30, 2011, showed
$1.99 million in total assets, $32.56 million in total
liabilities, and a $30.57 million total stockholders' deficit.

As reported by the TCR on April 21, 2011, M&K CPAS, PLLC, in
Houston, Texas, noted that Conquest Petroleum has insufficient
working capital and reoccurring losses from operations, all of
which raises substantial doubt about its ability to continue as a
going concern.


COVENTRY HEALTH: A.M. Best Raises Finc'l Strength Rating from 'B'
-----------------------------------------------------------------
A.M. Best Co. has affirmed the issuer credit rating (ICR) of "bbb-
" and all debt ratings of Coventry Health Care, Inc. (Delaware)
[NYSE: CVH].

At the same time, A.M. Best has upgraded the financial strength
rating (FSR) to A- (Excellent) from B++ (Good) and the ICRs to "a-
" from "bbb+" for Coventry Health Care of Iowa, Inc. (Omaha, NE)
and Coventry Health Care of Illinois, Inc. (Champaign, IL) (f/k/a
PersonalCare Insurance of Illinois, Inc.).  A.M. Best also has
upgraded the FSR to A- (Excellent) from B++ (Good) and the ICR to
"a-" from "bbb" for Coventry Health Care of Kansas, Inc. (Kansas
City, MO) and upgraded the FSR to A- (Excellent) from B+ (Good)
and the ICRs to "a-" from "bbb-" for Coventry Health Care of
Louisiana, Inc. (Metairie, LA) and Coventry Health Care of
Delaware, Inc. (Newark, DE).  The rating upgrades reflect each
company's strategic importance to the Coventry brand, as well as
the geographic and earnings diversification in each company's
respective markets.

Additionally, A.M. Best has upgraded the ICR to "bbb+" from "bbb"
and affirmed the FSR of B++ (Good) of HealthCare USA of Missouri,
LLC (St. Louis, MO), due to its improved operating performance and
enrollment growth.  Concurrently, A.M. Best has upgraded the FSR
to B++ (Good) from B+ (Good) and the ICR to "bbb" from "bbb-" for
OmniCare Health Plan, Inc. (Detroit, MI) based on its favorable
underwriting trend and the adequate capitalization for its
ratings.

A.M. Best also has upgraded the FSR to B+ (Good) from B (Fair) and
the ICRs to "bbb-" from "bb+" for Coventry Health Care of Florida,
Inc., Coventry Health Plan of Florida, Inc. and Coventry Summit
Health Plan, Inc. (all domiciled in Sunrise, FL).  The revised
ratings for each company are attributed to the strategic
importance of each to the Coventry brand in Florida by adding
geographical and earnings diversification as a health insurance
carrier.  The outlook for all ratings is stable.

Coventry's operating results were strong in 2011 and near-term
results are indicative of its strong performance.  The earnings
generated by Coventry have geographic and product diversification
with no single reliance on one market or product.  The medical
loss ratios have been managed well, and the company has strived to
build low cost structures in the various markets in which it
operates.  The organization has done well over the medium term to
expand its footprint by acquiring businesses and by servicing new
Medicaid contracts.  Coventry's financial flexibility and
liquidity position is excellent, with cash flows from operations
of approximately $400 million in 2011, and more recently, a
reported $900 million of free cash.  The company also has a new
five-year $750 million revolving credit facility of which no
balances were outstanding through the early part of 2012.

Offsetting these favorable rating attributes is the weakness in
Coventry's individual line of business compared to its industry
peers, a decline in membership in its commercial risk segment and
the competitive pressure in its large group administrative
services only line of business.  Due to the size of Coventry's
individual business segment, it may not have the size to compete
in the exchanged based market system against other larger
established carriers.  Coventry has built critical scale in other
segments through acquisitions, which is an avenue not available in
the individual line.  Additionally, membership in the health plan
commercial risk segment continued to decline through March 31,
2012.  These losses may be attributed to large groups converting
from fully-insured products to self-funded, and the losses also
highlight the competitive environment in the large group market
space where higher group retention is critical to achieving scale.

While the Coventry organization is well positioned at its present
ratings, positive rating actions could occur if there were
substantial and sustained earnings growth trends, expansion of its
total membership base and an increase in its level of risk-
adjusted capital.  Key rating drivers that could lead to negative
rating actions include a material deterioration in the
organization's risk-adjusted capitalization, a weakening trend of
operating performance on an overall basis or in core markets and
unfavorable regulatory pressure upon the commercial and government
lines of business as well as deterioration in total enrollment.


CULLIGAN INT'L: S&P Downgrades CCR to 'CC' on Exchange Offer
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Rosemont, Ill.-based Culligan International Co. to 'CC'
from 'CCC+'. The outlook is negative. "At the same time, we
lowered our issue-level rating on the company's first-lien term
loans due November 2012 to 'CC' from 'CCC+'. The recovery rating
on this debt remains '4', indicating our expectation for average
(30% to 50%). We also lowered our issue-level rating on the
company's second-lien term loan due May 2013 to 'C', from 'CCC-'.
The recovery rating on this debt remains '6', indicating our
expectation for negligible recovery (0% to 10%) in the event of
a payment default. Subsequent to these ratings actions, we
withdrew all ratings at the company's request," S&P said.

"Standard & Poor's rating actions follow Culligan's proposal to
its lenders to exchange its existing first- and second-lien term
loans for a combination of new loans, cash, and equity at a total
consideration of less than 100% of principal plus accrued
interest," S&P said.

"Based on our criteria, we view the transaction as a distressed
offer," said Standard & Poor's credit analyst Rick Joy.

A recent Standard & Poor's LCD report has indicated that
Centerbridge Partners currently owns most of Culligan's first-lien
term loans and the overwhelming majority of its second-lien term
loans, and would effectively gain control of the company following
the completion of the proposed exchange offer.


DARSCHYN ASSOCIATES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Darschyn Associates LLC
        P.O. Box 3079
        Guttenberg, NJ 07093

Bankruptcy Case No.: 12-23163

Chapter 11 Petition Date: May 22, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtor's Counsel: Keith O D Moses, Esq.
                  KEITH O D MOSES PC
                  665 Newark Ave, Suite 203
                  Jersey City, NJ 07306
                  Tel: (201) 656-0098
                  Fax: (201) 656-0914
                  E-mail: kodmlaw@gmail.com

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

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

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

The petition was signed by Zafar Naqvi, managing member.


DAVITA INC: S&P Affirms 'BB-' CCR over HealthCare Partners Deal
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on dialysis services provider DaVita, Inc. "At the
same time, we placed our 'BB' credit rating on DaVita's senior
secured debt on CreditWatch with negative implications because the
size of this debt class may increase substantially relative to our
estimate of the enterprise's value in the event of default. We
affirmed our 'B' credit rating on DaVita's senior unsecured debt.
Our recovery rating on the senior secured debt is '2', indicating
our expectation for substantial (70% to 90%) recovery of
principal, and our recovery rating on the senior unsecured debt is
'6', indicating our expectation for negligible (0 to 10%) recovery
of principal, both in the event of payment default," S&P said.

"The affirmation of the corporate credit rating is based on a
modest incremental increase in pro forma leverage, which we
calculate at about 4.5x, and good cash flows generated by each
entity, which will allow for some rapid deleveraging," said
Standard & Poor's credit analyst Gail Hessol. "We view the
acquisition as neutral to our view of DaVita's 'fair' business
risk profile. While the addition of HCP does not impair DaVita,
given HCP's consistent operating track record, good profitability
and cash flow, we note that it operates in only three states,
limiting diversity. Further, a combination of these two business
models is untested and we do not expect any synergies."

"We expect to resolve the CreditWatch listing of the senior
secured debt rating when DaVita's financing plans are finalized,"
S&P said.

               S&P Expects to Cut HealthCare's CCR

Standard & Poor's Ratings Services placed its 'BBB-' counterparty
credit rating on HealthCare Partners LLC (HCP) on CreditWatch with
negative implications following DaVita Inc.'s announcement that it
has entered into an agreement to acquire HCP.

"The CreditWatch placement reflects HCP's anticipated acquisition
by a lower-rated entity, DaVita Inc., which likely will result in
a downgrade of three notches. The acquisition is expected to close
in the second half of 2012," S&P said.

"We will continue to monitor HCP's financial condition, as well as
discuss HCP's capital structure and role within the acquiring firm
with DaVita's management," said Standard & Poor's credit analyst
Hema Singh. "We anticipate that HCP will operate as a wholly owned
subsidiary of DaVita and that all of its debt will be repaid once
the transaction is completed. We expect to lower our rating on HCP
by three notches to be consistent with our 'BB-/Stable' rating on
DaVita."


DEBUT BROADCASTING: Delays Form 10-Q for First Quarter
------------------------------------------------------
Debut Broadcasting Corporation, Inc., informed the U.S. Securities
and Exchange Commission that it will be delayed in filing its
quarterly report on Form 10-Q for the period ended March 31, 2012.
The Company said the compilation, dissemination and review of the
information required to be presented in the Form 10-Q for the
relevant period has imposed time constraints that have rendered
timely filing of the Form 10-Q impracticable without undue
hardship and expense to the Company.  The Company undertakes the
responsibility to file that report no later than five days after
its original prescribed due date.

                     About Debut Broadcasting

Debut Broadcasting Corporation, Inc. (OTC BB: DBTB) --
http://www.debutbroadcasting.com/-- is a radio broadcasting and
syndication company that produces and distributes syndicated radio
programming to radio stations in the United States and Canada.
The company maintains radio syndication in Nashville, Tenn., and
produces and distributes 15 radio programs, which are broadcasted
over approximately 1,400 radio station affiliates.  It owns and
operates five broadcast radio stations, which include WIQQ FM
102.3 MHz in Leland, WBAQ FM 97.9 MHz and WNIX AM 1330 kHz in
Greenville, and WNLA FM 105.5 MHz and WNLA AM 1380 kHz in
Indianola, Miss.  The company is based in Nashville, Tenn.

As reported by the TCR on April 6, 2011, 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 a working capital deficit, and is in need of
additional capital to grow its operations so that it can become
profitable.

The Company reported a net loss of $29,359 in 2010 and a net loss
of $419,593 in 2009.  The Company also reported a net loss of
$411,205 for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$3.78 million in total assets, $3.61 million in total liabilities,
and $174,796 in total stockholders' equity.


DEEP DOWN: Incurs $300,000 Net Loss in First Quarter
----------------------------------------------------
Deep Down, Inc., reported a net loss of $300,000 on $4.87 million
of revenue for the three months ended March 31, 2012, compared
with a net loss of $1.75 million on $6.28 million of revenue for
the same period during the prior year.

The Company's balance sheet at March 31, 2012, showed $31.91
million in total assets, $7.35 million in total liabilities and
$24.56 million in stockholders' equity.

Ronald E. Smith, Chief Executive Officer stated, "This was the
Company's strongest first quarter performance since 2008.  We are
extremely satisfied with what our subsea solutions business was
able to achieve in the first quarter of 2012.  We added
approximately $10 million to its backlog and essentially doubled
its gross profit margin.  On the other hand, we are very
disappointed in the performance of our ROV and topside equipment
rental business.  Going forward, we are committed to the continued
success of the subsea solutions activities and we are doubly
committed to returning our ROV and topside equipment rental
activities to profitability."

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

                        http://is.gd/QtyQ4O

                         About Deep Down

Houston, Tex.-based Deep Down, Inc. --
http://www.deepdowncorp.com/-- is an oilfield services company
specializing in complex deepwater and ultra-deepwater oil
production distribution system support services, serving the
worldwide offshore exploration and production industry.

During the Company's fiscal years ended Dec. 31, 2010 and 2009,
the Company has supplemented the financing of its capital needs
through a combination of debt and equity financings.  Most
significant in this regard has been the Company's debt facility
the Company has maintained with Whitney National Bank.  The
Company's loans outstanding under the Amended and Restated Credit
Agreement with Whitney become due on April 15, 2012.  The Company
will need to raise additional debt or equity capital or
renegotiate the existing debt prior to such date.  The Company is
currently in discussions with several lenders who have expressed
interest in refinancing its debt.  The Company's plan is to
refinance the outstanding indebtedness under the Restated Credit
Agreement or seek terms with Whitney that will provide an
extension of such Restated Credit Agreement along with additional
liquidity.  However, the Company cannot provide any assurance that
any financing will be available to it on acceptable terms or at
all.  If the Company is unable to raise additional capital or
renegotiate its existing debt, this would have a material adverse
impact on the Company's business or would raise substantial doubt
about its ability to continue as a going concern.  In addition, as
of Dec. 31, 2010, the Company was not in compliance with the
financial covenants under the Restated Credit Agreement.  On
March 25, 2011 the Company obtained a waiver for these covenants
as of Dec. 31, 2010.


DENNY'S CORP: To Offer 4.5MM Common Shares Under Incentive Plan
---------------------------------------------------------------
Denny's Corporation filed with the U.S. Securities and Exchange
Commission a Form S-8 relating to the registration of 4.5 million
shares of common stock issuable under the Company's 2012 Omnibus
Incentive Plan.  The proposed maximum aggregate offering price of
the offering is $17.7 million.  A copy of the filing is available
for free at http://is.gd/6bbEN7

                     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.


DOLPHIN DIGITAL: Delays Form 10-Q for First Quarter
---------------------------------------------------
Dolphin Digital Media, Inc., informed the U.S. Securities and
Exchange Commission that its Form 10-Q for the period ended
March 31, 2012, could not be filed within the prescribed time
because additional time is required by the Company's management
and auditors to prepare certain financial information to be
included in that report.

                       About Dolphin Digital

Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment.  By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.

The Company reported a net loss of $1.23 million in 2011, compared
with a net loss of $5.63 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.61 million
in total assets, $5.95 million in total liabilities, all current,
and a $4.34 million total stockholders' deficit.

For 2011, RBSM LLP, in New York, noted that the Company has
incurred significant losses and has capital and working capital
deficiencies, which raises substantial doubt about its ability to
continue as a going concern.


EMMIS COMMUNICATIONS: Now in Compliance with NASDAQ Requirements
----------------------------------------------------------------
The NASDAQ Stock Market informed Emmis Communications Corporation
that the Company has met the requirements of the Hearing Panel's
decision dated April 26, 2012, and is now in compliance with all
applicable requirements for continued listing on NASDAQ.  Thus,
the Hearing Panel determined to continue the listing of the
Company's securities on NASDAQ and has closed the matter.

Emmis Communications on Feb. 28, 2012, received a written
notification from NASDAQ stating that because the Company had not
regained compliance with the $1.00 minimum bid price requirement
for continued listing, as set forth in Nasdaq Listing Rule
5450(a)(1), the Company's Class A Common Stock would be subject to
delisting unless the Company requests a hearing before a Nasdaq
Hearings Panel on or before March 6, 2012.

                    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 cumulative 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.


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

The Company's balance sheet at Dec. 31, 2011, showed $1.03 million
in total assets, $1.57 million in total liabilities and a $536,695
total stockholders' deficit.

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

                         Bankruptcy Warning

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

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

                       http://is.gd/JtDJ5R

                         About EPAZZ Inc.

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

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


EQUIPOWER RESOURCES: Moody's Rates First Lien Debt 'Ba3'
--------------------------------------------------------
Moody's Investors Service has assigned a Ba3 and B2 ratings to
Equipower Resources Holdings, LLC proposed $975 million in first
and second lien credit facilities. The $775 million in senior
secured 1st lien credit facilities are expected to consist of a
$685 million 6.5-year term loan and a $90 million 5-year senior
secured working capital facility. The 7-year second lien term loan
totals $200 million. The rating outlook is stable on the proposed
debt financing.

Ratings Rationale

Equipower currently owns own four gas fired power projects
totaling 1,792 megawatts (MW) and expects to benefit from the
addition of the 568 MW Liberty Electric (Liberty) gas fired plant
(the Projects) in Eddystone, PA. Currently, Liberty is owned by
Equipower Resources Corp and Equipower Resources Corp will
contribute Liberty to the borrower as part of the refinancing.
Equipower's current fleet consists of the 812 MW Lake Road and 548
MW Milford projects in Connecticut and the 264 MW MassPower and
168 MW Dighton projects in Massachusetts. The Projects reached
commercial operation from 1993 to 2004. Power sales management and
hedging are expected to be performed by Equipower Resources
Management. Equipower will continue to self manage its operations
and maintenance for the Projects. The Projects also have long term
services agreements with Alstom for Lake Road, Milford, and
Dighton.

The proceeds from the $975 million of 1st and 2nd lien credit
facilities will be used to refinance existing operating and
holding company debt at both Equipower and Liberty, fund a $60
million fee to eliminate gas basis risk on existing energy hedges,
pay a $19 million dividend to the Equipower's owner and pay
transaction costs. Approximately $56 million of the $90 million
revolver in conjunction with $35 million in proceeds from the term
loan will be used to back letters of credit including the 12 month
debt service reserve letter of credit.

The Ba3 rating on 1st lien debt and B2 rating on 2nd lien debt
considers more than 50% of the Projects gross margin hedged
through 2015 including sponsor supported energy margins floors for
Liberty, the expected elimination of gas basis risk from the
current commodity hedges, the Projects' location in restructured
power markets with capacity markets, Milford and Liberty's
location near high demand areas, the attractive competitive
position for three of the main combined cycle plants, operational
diversification across five assets, and project finance features
including a one-year debt service reserve fund.

The rating also considers the Projects' sizeable merchant energy
and capacity market exposure averaging around 70% of gross margin
through debt maturity, remaining imperfections in the financial
hedges, low cash flow cash metrics in the 'Caa' or low 'B'
category under conservative cases considered by Moody's and an
increase of 38% in total cash pay, operating company debt relative
to existing debt at Equipower and Liberty combined. Liberty also
currently has $152 million of unsecured holding company debt that
is expected to be refinanced as part of the proposed transaction.
The sensitivities considered by Moody's incorporate significant
reductions to merchant energy and capacity payments. The rating
also considers the heavy reliance on robust merchant cash flows
for debt reduction and project finance structural weaknesses such
as a weak major maintenance reserve that is not required to be
funded and the ability to sell certain assets subject to a targets
sales amount albeit the net proceeds from any asset sales will be
used to repay debt.

Key Credit Strengths

- Known capacity payments, executed heat rate call options and
the sponsor gross energy margin floor at Liberty result in more
than 50% of the portfolio's gross margin hedged or known through
2015 under the management case.

- All the assets benefit from restructured energy markets that
provides for capacity payments and three of the projects are
newer, efficient combined cycle plants.

- Liberty and Milford are located near high load areas and
benefit from historic transmission constraints.

- Operational diversity across five power generation facilities,
with four facilities located in ISO-NE and one facility located in
PJM reduces single asset concentration.

- The three main combined cycle plants reached commercial
operations around 2002-2004 and operational performance has
generally improved.

- Gas basis risk in the financial hedges for Milford and Lake
Road are expected to be eliminated at or before financial close.

- The financing structure contains certain features typical of a
project financing including a 1st lien on assets, cash flow
waterfall, limitation on additional indebtedness and 100% excess
cash sweep.

- A one-year debt service reserve provides a additional liquidity
and is an important risk mitigant given the Project's overall
sizeable merchant energy and capacity market exposure over the
life of the financing.

Key Credit Weaknesses

- Equipower's merchant capacity and energy exposure rises rapidly
in 2015 and overall contracted cash flows are around 30% over the
life of the debt under the management case.

- Total cash pay debt that have security in the assets is
expected to increase by 38% to $885 million compared to a combined
$640 million currently at Equipower and Liberty.

- Cash flow metrics under more conservative cases considered by
Moody's are in the 'Caa' or low 'B' category.

- Financial hedges are expected to still contain various
imperfections (power basis risk, no start charges, no pass-through
of carbon costs or CT taxes, and no allowance for outages).

- Approximately 50% of the Projects' net cash flow is forecasted
to be provided from Liberty under the management's base case
raising concentration risks.

- Even with the recent improvement in performance, operating
problems remain an issue given a major outage at Liberty in
February 2011 and Milford's outage in April 2012.

- Relative to Equipower's current debt obligations (not including
Liberty), EquiPower's debt to capital is expected to rise to 60%
from approximately 51% and leverage on a $/kW is expected to be
higher at $373/kW compared to $229/kW as part of the transaction.

- Project finance structure contains weaknesses such as a weak
major maintenance reserve, the ability to distribute assumed taxes
prior to cash sweep but after debt service and ability to sell at
least three assets including Lake Road or Milford (subject to
minimum dollar limits) but excluding Liberty.

EquiPower's stable outlook reflects Moody's expectation of
modestly below 5% consolidated FFO/Debt and DSCR around 1.4 times
even under conservative merchant margins. The stable outlook also
considers Moody's view that energy prices will moderately improve
over time.

Limited prospects exist for a rating upgrade in the near term.
Over the longer term, positive trends that could lead to an
upgrade include substantial debt reduction according to the
management case forecast or significant additional contracted cash
flows that sustain strong 'B' category financial metrics under
Moody's methodology on a continuing basis.

The rating could be downgraded if the Projects incur operating
problems, if the Projects achieve financial metrics below
expectations or if Equipower's debt amortization is significantly
below forecasted levels.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics and
cash flows.

Equipower own four gas fired power projects totaling 1,792 MW and
expects to also own the Liberty Electric project. Equipower's
existing assets consists of the 812 MW Lake Road and 548 MW
Milford projects in Connecticut and the 264 MW MassPower and 168
MW Dighton projects in Massachusetts. The Projects reached
commercial operation from 1993 to 2004. Equipower and Liberty is
owned by Equipower Resources Corp. Equipower Resources Corp is
owned by a private equity fund managed by Energy Capital Partners
and several of the funds co-investors. Energy Capital Partners
manages private equity funds that invest in the power generation,
midstream gas, renewable energy, and electric transmission sectors
of North America's energy infrastructure.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.


FILENE'S BASEMENT: Syms Creditors Oppose Reorganization Plan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that with the reorganizations of retailers Syms Corp. and
Filene's Basement LLC seemingly in the homestretch with everyone
to be paid in full, war is about to break out.  The official
equity committee said this week that the company will file a plan
before a hearing today, May 25, that shareholders will support.

According to the report, the official creditors' committee said On
May 23 that the plan is unacceptable.  The creditors at the
hearing today will ask the judge to end plan-filing exclusivity so
they can file a competing plan.  The creditors believe that
continuing negotiations on a plan "at this point are simply an
exercise in futility."  The creditors say in their court papers
that the company plan will "cash out Marcy Syms," the company's
controlling shareholder.  They say it delays distributions to
creditors "to create upside for equity" and "freezes Filene's
creditors out of recoveries."  The creditors are also opposed to
giving releases to Marcy Syms and extinguishing claims that
Filene's could bring against Syms.

Mr. Rochelle notes that since early in the case, it has been
evident there could be a problem eventually because the Syms
creditors should be paid in full while full payment to Filene's
creditors is more problematic.  To compound problems, shareholders
of the parent Syms might have a larger recovery if assets of Syms
aren't devoted to paying creditors of Filene's, which may be
insolvent.

Syms previously said it was close to filing a plan to pay all
creditors in full.

                         About Syms Corp.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtors
estimated $50 million to $100 million in assets and $100 million
to $500 million in debts.

The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.

Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims.  As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.

On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.

Judge Kevin J. Carey presides over the case.  Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel.  The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.

Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales.  The sale may continue until Jan. 31,
2012.

Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts.  The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.

The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.

Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.


FORESTRY MUTUAL: A.M. Best Lifts Financial Strength Rating to 'B'
-----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B
(Fair) from B- (Fair) and issuer credit rating to "bb" from "bb-"
of Forestry Mutual Insurance Company (FMIC) (Raleigh, NC).  The
outlook for both ratings is stable.

The rating actions reflect FMIC's increasing surplus and positive
operating results as well as its expertise in loss control and
safety procedures, which are needed for the higher hazard risks
the company insures.  In addition, FMIC has benefitted from
geographic diversification into neighboring states and its zero
tolerance policy for failure to comply with safety requirements.
The stable outlook reflects A.M. Best's view that FMIC's operating
performance and risk-adjusted capitalization will continue to
improve in the near term.

These positive rating factors are somewhat offset by FMIC's
limited business profile as well as by market and economic
conditions, which create unique challenges for a single line niche
writer of workers' compensation insurance for forestry and logging
related risks.  In addition, while FMIC's performance has been
negatively affected by an increase in large claims, overall
frequency levels significantly have improved in recent years.
With a lowering of FMIC's retention levels on its reinsurance
program, the company is better protected from large losses; and
thus, reduced volatility in earnings is expected in the future.
Also mitigating the increase in larger claims is the effectiveness
of FMIC's safety program and strong reserving practices.


FUSION TELECOMMUNICATIONS: Incurs $786,000 Net Loss in Q1
---------------------------------------------------------
Fusion Telecommunications International, Inc., reported a net loss
of $785,951 on $11.53 million of revenue for the three months
ended March 31, 2012, compared with a net loss of $1.22 million on
$10.20 million of revenue for the same period during the prior
year.

The Company reported a net loss of $4.45 million in 2011, compared
with a net loss of $5.79 million in 2010.

The Company's balance sheet at March 31, 2012, showed $3.90
million in total assets, $14.27 million in total liabilities and a
$10.37 million total stockholders' deficit.

Commenting on the first quarter results, Matthew Rosen, Chief
Executive Officer of Fusion, said, "We are pleased to report that
our continuing initiatives to improve gross margin performance and
increase operating efficiencies have had a positive impact,
resulting in a 37% improvement in adjusted EBITDA loss.  At the
same time, we have seen meaningful revenue growth in both our
Carrier and Corporate business segments.  We believe our strong
results this quarter, reflecting an ongoing focus on driving
revenue growth, improving gross margin and reducing expenses,
demonstrate our continued progress in meeting our financial
objective of achieving profitability."

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

                        http://is.gd/huc9DI

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

In its audit report on the 2011 financial statements, Rothstein,
Kass & Company, P.C., in Roseland, New Jersey, noted that the
Company has had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations that
raises a substantial doubt about their ability to continue as a
going concern.


GATEWAY INSURANCE: A.M. Best Cuts Finc'l Strength Rating to 'b'
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb" from "bbb-"
of Gateway Insurance Company (Gateway) (St. Louis, MO).  The
outlook for both ratings is negative.

The rating actions reflect the substantial deterioration in
Gateway's underwriting and overall operating performance over the
past three years, most notably in its long-haul trucking and
construction programs, and Florida book of commercial auto lines,
as well as the company's significant operating losses in 2010 and
2011.  Effective May 1, 2012, Gateway will discontinue and begin
running off the long-haul trucking program that has contributed
significantly to its large operating losses.  In addition, there
is substantial uncertainty surrounding the company's operating
outlook given the execution risk associated with its operating
plans, particularly relating to the planned run-off of its
trucking operations; the potential for adverse prior year loss
reserve development; and the current competitive environment in
property/casualty markets.

These negative rating factors are largely offset by Gateway's
adequate risk-adjusted capitalization, favorable historical
operating results on its core book of commercial auto lines -
excluding the Florida business - and the financial flexibility
provided by its ultimate parent, Diane M. Hendricks Enterprises,
Inc. (DMHE Inc.), which has demonstrated explicit financial and
operational support since purchasing the company in 2005.

Further negative rating actions could occur if Gateway's
underwriting and overall profitability measures do not meet A.M.
Best's expectations, or should DMHE Inc. fail to provide necessary
financial support to maintain adequate risk-adjusted
capitalization.


GENERAC POWER: S&P Cuts Rating on Term Loan to 'B+'; on Watch Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services would keep its ratings on
Waukesha, Wisc.-based Generac Power Systems Inc., including the
'BB-' corporate credit rating, on CreditWatch with negative
implications, where it placed them on May 8, 2012.

"At the same time, we lowered the issue-level rating on Generac's
proposed term loan to 'B+' (same level as our expected corporate
credit rating) from 'BB-'. We also revised the recovery rating to
'3' from '2', indicating our expectations of meaningful recovery
(50% to 70%) in the event of a default given the increased amount
of senior secured debt. We also are withdrawing our ratings on the
previously proposed $425 million senior unsecured notes," S&P
said.

"We will resolve our CreditWatch listing when the company
completes its proposed refinancing transaction. If the transaction
is completed as currently proposed, we would likely lower the
corporate credit rating on Generac by one notch to 'B+'," S&P
said.

"The rating actions follow Generac's announcement that it intends
to issue $900 million of new debt--reduced from the previously
proposed $1.2 billion--to repay existing debt as well as fund a
special dividend to shareholders of approximately $6 per share,'
said Standard & Poor's credit analyst Megan Johnston. Generac
intends to enter into a $900 million Term Loan B due 2018. In
addition, the company plans to enter into a new $150 million
asset-based lending (ABL) credit facility due 2017, which would
replace its existing $150 million revolving credit facility. The
company will not proceed with its previously announced $425
million senior unsecured financing due 2020," S&P said.

"Based on our initial analysis, we have determined that if the
transaction is completed as currently proposed, we would lower the
corporate credit rating on Generac Power Systems Inc. to 'B+' from
'BB-'. The outlook would be stable. The lower rating would reflect
the company's weaker credit metrics following the addition of $325
million of debt from existing levels. Our base-case scenario for
2012 assumes that Generac's operating results in 2012 will be
aided by storm activity in 2011, which we believe will translate
into greater sales of higher margin residential standby
generators. However, we previously assumed that leverage would be
3x or less by year-end, given around $575 million of balance sheet
debt. As a result of the increase in debt, leverage will likely
rise to about 4x by year-end 2012, which is more in line with an
'aggressive' financial risk profile and a lower rating. Also, the
aggressive financial risk profile reflects our expectation that,
based on the previously proposed larger dividend, ownership will
be receptive to future debt financed dividends," S&P said.

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

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


GLOBAL COMMERCIAL INV: Case Summary & 3 Largest Unsec Creditors
---------------------------------------------------------------
Debtor: Global Commercial Investments M59 & Heydenreich, LLC
        32825 Northwestern Hwy
        Farmington Hills, MI 48334

Bankruptcy Case No.: 12-52865

Chapter 11 Petition Date: May 23, 2012

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

A copy of the list of three largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb12-52865.pdf

The petition was signed by Raad Asmar, principal.

Affiliates that filed separate Chapter 11 petitions:

                                                  Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Asmar Inc.                             12-52639   05/21/12
In re Northwestern Commercial          12-40026   01/03/12
Investments, LLC


GOLDEN ORANGE: Can't Hire Lawyer With No Malpractice Insurance
--------------------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky declined to approve the
employment of Diane Beall, Esq., as counsel to Golden Orange Tree,
LLC, for lack of malpractice insurance.

In its standard status conference order, Judge Jaroslovsky
explained, the Court requires the debtor to disclose "any
professional employed by the estate who does not have malpractice
insurance."  The court requires this disclosure because going
without malpractice insurance is often an indication that counsel
is not competent to handle complex matters such as Chapter 11
cases.  While the court has no hard-and-fast rule, it rarely
approves counsel to represent debtors-in-possession who do not
have such insurance.

In response to the Court's status conference order, Ms. Beall
signed and filed a status conference statement which responded to
the insurance disclosure inquiry by stating, "There is no plan to
hire any professional at this time."  However, 17 days before this
statement was filed, Ms. Beall had filed an application to be
employed as counsel for the debtor and that application was still
pending.  At the status conference, the Court asked Ms. Beall if
she had malpractice insurance.  When she said no, the court asked
why she did not disclose this in her status conference statement.
Ms. Beall said that she thought the requirement applied to other
professionals, not her.

"The court has reason to question the competence of Beall for
other reasons, including the fact that she does not appear to have
significant Chapter 11 experience and the fact that she thought
malpractice insurance was for her benefit rather than the
bankruptcy estate," Judge Jaroslovsky said.  "However, the court
is most disturbed by her lack of candor in the status conference
statement.  Either she sought to mislead the court or she did not
have the basic understanding that counsel for a debtor in
possession is a professional to be employed by the estate. Neither
alternative reflects well on her."

"The court finds that Beall has failed to demonstrate integrity,
experience or competence," Judge Jaroslovsky said.

A copy of the Court's May 23, 2012 Memorandum is available at
http://is.gd/bmuBM5from Leagle.com.

                      About Golden Orange Tree

Golden Orange Tree, LLC, filed for Chapter 11 bankruptcy (Bankr.
N.D. Calif. Case No. 12-10673) on March 7, 2012.


GMX RESOURCES: Nine Directors Elected at Annual Meeting
-------------------------------------------------------
GMX Resources Inc. held its 2012 annual meeting of stockholders in
Oklahoma City, Oklahoma, on May 16, 2012.  At the Annual Meeting,
the stockholders:

    (1) elected all of the Company's nominees for director,
        namely: Ken L. Kenworthy, Jr., T. J. Boismier, Thomas G.
        Casso, Michael G. Cook, Steven Craig, Ken L. Kenworthy,
        Sr., J. David Lucke, Jon W. "Tucker" McHugh, and Michael
        J. Rohleder;

    (2) approved an amendment to the Company's Certificate of
        Incorporation to increase the maximum number of authorized
        shares of common stock from 100,000,000 to 250,000,000;

    (3) approved an advisory vote on executive compensation;and

    (4) ratified the appointment of Grant Thornton LLP as the
        Company's independent auditors for the fiscal year ending
        December 31, 2012.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balance sheet at March 31, 2012, showed $502.38
million in total assets, $468.47 million in total liabilities and
$33.91 million in total equity.

                           *     *     *

In November 2011, Moody's downgraded the rating of GMX Resources'
corporate family rating (CFR) to 'Caa3' from 'Caa1', the
Probability of Default (PDR) rating to 'Ca' from 'Caa1', and the
Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3.  The
outlook is negative.

The downgrade of GMX's PDR and note ratings reflect the company's
announcement that greater than 50% of the holders of the notes due
2019 have accepted a proposed exchange offer, which Moody's views
as a distressed exchange.  The lowering of the CFR and SGL ratings
reflects Moody's expectation of potential liquidity issues through
the first quarter of 2013, as well as elevated leverage following
the issuance of at least $100 million of proposed secured notes
under the exchange offer and a proposed $55 million volumetric
production payment (VPP), both of which the company expects to be
executed before the end of 2011.  Moody's treats VPPs as debt in
Moody's leverage calculations.  The negative outlook reflects the
potential for the CFR and note ratings to be lowered if liquidity
deteriorates further.

As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on GMX Resources Inc.
to 'SD' (selective default) from 'CC'.  "We also lowered the
company's issue-level ratings to 'D' from 'CC', reflecting its
completion of an exchange offer for a portion of its $200 million
11.375% senior notes due 2019," S&P said.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 11.375% senior notes due
2019," said Standard & Poor's credit analyst Paul B. Harvey.  "The
exchange offer included $53 million principle of 11.375% senior
notes that accepted an exchange of $1,000 principle for $750
principle of new 11% senior secured notes due 2017.  We consider
the completion of such an exchange, at a material discount to par,
to be a distressed exchange and, as such, tantamount to a default
under our criteria."


GMX RESOURCES: To Swap 2.37MM Shares with $2.67MM Conv. Notes
-------------------------------------------------------------
GMX Resources Inc. entered into an exchange agreement with an
investment manager on behalf of seven holders of its 5.00%
Convertible Senior Notes due 2013.  Pursuant to this agreement, as
consideration for the surrender by the holders of $2,675,000
aggregate principal amount of the 2013 Convertible Notes, GMXR
will issue to the holders an aggregate of 2,370,421 shares of GMXR
common stock, par value $0.001 per share, along with cash
consideration relating to accrued and unpaid interest.

This issuance of the common stock is being effected pursuant to
Section 3(a)(9) of the Securities Act of 1933, and accordingly
such Common Stock is exempt from registration as securities
exchanged by the issuer with its existing security holders
exclusively where no commission or other remuneration is paid or
given directly or indirectly for soliciting such exchange.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations. GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

The Company's balance sheet at March 31, 2012, showed $502.38
million in total assets, $468.47 million in total liabilities and
$33.91 million in total equity.

                           *     *     *

In November 2011, Moody's downgraded the rating of GMX Resources'
corporate family rating (CFR) to 'Caa3' from 'Caa1', the
Probability of Default (PDR) rating to 'Ca' from 'Caa1', and the
Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3.  The
outlook is negative.

The downgrade of GMX's PDR and note ratings reflect the company's
announcement that greater than 50% of the holders of the notes due
2019 have accepted a proposed exchange offer, which Moody's views
as a distressed exchange.  The lowering of the CFR and SGL ratings
reflects Moody's expectation of potential liquidity issues through
the first quarter of 2013, as well as elevated leverage following
the issuance of at least $100 million of proposed secured notes
under the exchange offer and a proposed $55 million volumetric
production payment (VPP), both of which the company expects to be
executed before the end of 2011.  Moody's treats VPPs as debt in
Moody's leverage calculations.  The negative outlook reflects the
potential for the CFR and note ratings to be lowered if liquidity
deteriorates further.

As reported by the TCR on Dec. 21, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on GMX Resources Inc.
to 'SD' (selective default) from 'CC'.  "We also lowered the
company's issue-level ratings to 'D' from 'CC', reflecting its
completion of an exchange offer for a portion of its $200 million
11.375% senior notes due 2019," S&P said.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 11.375% senior notes due
2019," said Standard & Poor's credit analyst Paul B. Harvey.  "The
exchange offer included $53 million principle of 11.375% senior
notes that accepted an exchange of $1,000 principle for $750
principle of new 11% senior secured notes due 2017.  We consider
the completion of such an exchange, at a material discount to par,
to be a distressed exchange and, as such, tantamount to a default
under our criteria."


GRAMERCY INSURANCE: A.M. Best Cuts Issuer Credit Rating to 'b'
--------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C++
(Marginal) from B (Fair) and issuer credit rating to "b" from "bb"
of Gramercy Insurance Company (GIC) (Dallas, TX).  The outlook for
both ratings is negative.

The rating actions reflect GIC's weak operating performance driven
by increased underwriting losses and strong premium growth, which
considerably increased underwriting leverage and weakened overall
capitalization.  The ratings also reflect GIC's increased
dependence on reinsurance to support its operations given the
company's significant premium growth in recent years, the
execution risk associated with re-focusing its operations and the
challenges associated with achieving profitability projections
particularly with the competitive market conditions.

Partially offsetting these negative rating factors are GIC's
recent management initiatives intended to improve its performance
over the near term.  GIC intends to exit its Louisiana based non-
standard auto line effective August 31, 2012, along with possibly
non-renewing unprofitable portions of its trucking line.  The
company previously placed 100% quota share reinsurance on both of
these lines, effective September 1 and October 1, 2011,
respectively.  While the additional reinsurance provided some
surplus aid, the company's already high dependence on reinsurance
was further increased.

The outlook acknowledges GIC's poor operating performance, which
further weakened its capitalization, as well as the challenges
associated with profitably re-focusing the company's operations
given its increased reinsurance utilization over the near term.


GROUP HEALTH: S&P Cuts Counterparty Credit Rating to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term financial
strength and counterparty credit ratings on Group Health
Cooperative (GHC) to 'BB+' from 'BBB-'. "We also assigned a 'BB+'
debt rating to GHC's planned $225 million debt issue and lowered
the senior secured debt rating to 'BB+'. In addition, at
management's request, we withdrew our 'A-3' short-term
counterparty credit rating on GHC. The outlook is stable," S&P
said.

"The downgrade reflects the downward revision in our earnings
expectations for GHC, combined with its weakened statutory
capitalization as of year-end 2011," said Standard & Poor's credit
analyst Jon Reichert. "We consider GHC's operating performance to
be marginal. Whereas we had expected the company to be able to
generate annual returns on revenue (ROR) of around 1% at the time
of our downgrade of GHC to 'BBB-' in November 2011, we now expect
RORs of only around 0.5%. The downward revision reflects
management's 2012 plan, combined with our skepticism that the
plan's results will actually be achieved given GHC's track record
from 2009 to 2011 when actual results fell short of budgeted
results. Financial results weakened in each successive year from
2009 to 2011, and EBITDA was only marginally positive in 2011.
Through the first four months of 2012, GHC generated an actual
operating margin of 1.7%, compared with 3.8% generated during the
comparable 2011 time period."

"The ratings continue to reflect GHC's good competitive position.
It is the largest HMO in Washington, is one of the three leading
health care insurers in the state, and has one of the few five-
star ranked Medicare Advantage programs in the country. Although
GHC maintains about a 23% share of the state's insured population
(up from 19% in 2007), we believe management will be challenged to
maintain its market share gains while attempting to restore higher
profitability to the company," S&P said.

"GHC plans to issue $225 million of taxable fixed-rate bonds. It
will use the proceeds for capital projects, to refinance the
Series 2001 bonds, and for pension plan funding. Including this
issue, we expect debt leverage (including leases and unfunded
pension/postretirement obligations) to be 45%-50% in 2012, and
EBITDA fixed-charge coverage to be 2.5x-2.9x--ranges that support
the 'BB+' rating. GHC has redeemed all of its outstanding
commercial paper," S&P said.

"The stable outlook indicates that we do not expect to change the
rating during the next 12 months. We expect GHC's competitive
position to remain good, enabling the company to stabilize its
operating performance and maintain good capitalization. We expect
the company to generate RORs of around 0.5%, EBITDA fixed-charge
coverage of at least 2.5x, and for capital to remain redundant at
the 'BBB' level. If GHC does not meet these expectations, there
will be downward pressure on the ratings. If the company can
produce sustainable earnings that result in RORs greater than 1%
and EBITDA fixed-charge coverage in excess of 3x, there could be
upward pressure on the ratings," S&P said.


HARTFORD COMPUTER: TrustPoint Staff to Review Subpoenaed Docs
-------------------------------------------------------------
Hartford Computer Hardware, Inc., and its affiliated debtors
sought and obtained approval from the U.S. Bankruptcy Court for
the Northern District of Illinois for permission to employ
TrustPoint International as provider of legal staffing services.

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

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

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

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

                     About Hartford Computer

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

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

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

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

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

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


HERCULES OFFSHORE: Files Fleet Status Report as of May 17
---------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of May 17, 2012), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for April 2012,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/XeQsOP

                      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.


HOLLIFIELD RANCHES: Files Plan Based on White Gold Liquidation
--------------------------------------------------------------
Hollifield Ranches Inc. has filed a fifth amended disclosure
statement in support of its plan of reorganization dated May 1,
2012.

Under the Plan, the claims of creditors, depending upon the
classification of the claims, will either be paid in full or part;
or, have transferred to them property in which they hold a lien.

The Debtor has entered into negotiations with KeyBank for the
purposes of negotiating Plan treatment.  That Plan treatment calls
for the liquidation of White Gold Dairy.  Equipment used in the
dairy, and the entire dairy herd and all offspring are to be sold.
Through the liquidation, a significant portion of the debt will be
resolved.  The Debtor anticipates debt owed in 2013 will be
$6,800,000, instead of $14,000,000.

The Debtor has prepared a 2012 budget based on the White Gold
Dairy sale.  Going forward, the only operations that will exist is
D. H. Cattle and the farming operation of Hollifield Ranches.

A full-text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/HOLLIFIELDRANCHES_ds5th.pdf

The hearing on the Disclosure Statement was set for May 23, 2012.

                     About Hollifield Ranches

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

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

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


HOLLIFIELD RANCHES: Can Hire Williams Meservy as Special Counsel
----------------------------------------------------------------
Judge Jim D. Pappas of the U.S. Bankruptcy Court for the District
of Idaho authorized Hollifield Ranches Inc. to employ James C.
Meservy of the firm Williams, Meservy & Lothspeich as special
counsel effective Feb. 29, 2012.  However, Judge Pappas denied the
Debtor's request for retroactive approval of the employment to
Jan. 27, 2011.

As reported in the Troubled Company Reporter on March 5, 2012,
the Debtor is the Plaintiff in a civil action captioned Hollifield
Ranches, Inc. vs. Cummins Family Produce, Inc. filed in the
District Court of the Fifth Judicial District of the State of
Idaho, in and for Twin Falls County on March 4, 2011, being Case
No. CV2011-1090.

Litigation has occurred in the state court action wherein the
Debtor is represented by Mr. Meservy, and he and his associates
are the attorneys most acquainted with the facts and circumstances
of the case.

                     About Hollifield Ranches

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

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

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


HOLLIFIELD RANCHES: Settles JR Simplot Claims
---------------------------------------------
Hollifield Ranches Inc. asked the Bankruptcy Court to approve a
stipulation with J.R. Simplot Company, KeyBank National
Association and Terry and Carol Hollifield.

Under the terms of the stipulation:

     A) Claim No. 64 of J.R. Simplot Company d/b/a Simplot Grower
        Solutions of $322,478.12 will be deemed an allowed secured
        claim and will be paid, together with interest thereon at
        the rate of 4.50% in five annual payments, including
        interest, of $73,216.89 with the first payment due and
        payable on the first day of May 2013, with subsequent
        annual payments to be made on or before the first day of
        May of each year thereafter until May 1, 2017, when the
        entire remaining unpaid principal balance and all accrued
        interest will be payable in full.

     B) Claim No. 65 of J.R. Simplot Company d/b/a Western
        Stockmen's of $236,324 will be deemed an allowed unsecured
        claim and will be paid pro rata distributions as provided
        in Class 19 (Unsecured Claims of Debtor's Fourth Amended
        Plan for Reorganization).

The Collateral of J.R. Simplot Company to secure the payment of
the post-petition credit and product advances includes:

     A) A first priority lien in all of the Debtor's post-petition
        farm products, including but not limited to crops, grain,
        wheat, barley, hay, straw, com, beets, potatoes, beans,
        and proceeds thereof, specifically including those grown,
        harvested and stored.

     B) Key Bank asserts a security interest in the Farm Products
        by virtue of its various loan docments and agreements with
        the Debtor.

     C. The lien in the Farm Products granted to J.R. Simplot
        Company will remain fully enforceable, valid and prior to
        the security interest of Key Bank and third parties so
        long as the Debtor is indebted to J.R. Simplot Company for
        postpetition/post-confirmation credit and product whether
        for prior, existing, or future advances and will remain so
        until the debt is paid in full.

                     About Hollifield Ranches

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

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

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


HOOKUP LLC: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Hookup, LLC
        8204 Chamberlayne Road
        Richmond, VA 23227

Bankruptcy Case No.: 12-33202

Chapter 11 Petition Date: May 23, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Debtor's Counsel: David K. Spiro, Esq.
                  HIRSCHLER FLEISCHER
                  P.O. Box 500
                  Richmond, VA 23218-0500
                  Tel: (804) 771-9500
                  Fax: (804) 644-0957
                  E-mail: dspiro@hf-law.com

Scheduled Assets: $1,800,100

Scheduled Liabilities: $1,481,883

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb12-33202.pdf

The petition was signed by Robert J. Rogers, managing member.


HORNE INTERNATIONAL: Incurs $336,000 Net Loss in 1st Quarter
------------------------------------------------------------
Horne International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $336,000 on $1.43 million of revenue for the three
months ended March 25, 2012, compared with a net loss of $265,000
on $1.04 million of revenue for the three months ended March 27,
2011.

The Company's balance sheet at March 25, 2012, showed $1.17
million in total assets, $2.21 million in total liabilities and a
$1.03 million total stockholders' deficit.

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

                        http://is.gd/FWPOr0

                     About Horne International

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

The Company reported a net and total comprehensive loss of
$121,000 on $5.68 million of revenue for the 12 months ended Dec.
25, 2011, compared with a net and total comprehensive loss of
$1.04 million on $3.43 million of revenue for the 12 months ended
Dec. 26, 2010.

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


HUDSON TREE: Wants Case Dismissed After Approval of Bank7 Loan
--------------------------------------------------------------
Hudson Tree Farm, Inc., asks the Bankruptcy Court to dismiss its
Chapter 11 bankruptcy case contingent upon the Court's approval of
its motion for final order authorizing postpetition financing from
Bank7.

The Debtor's main creditor, AgriLand PCA and AgriLand FLCA, holds
Notes of $2,639,557 as of April 24, 2012.  The Debtor is seeking
alternate financing from Bank7 to pay off the Notes with AgriLand.

Creditors AgriLand PCA and AgriLand FLCA filed a limited response
stating they does not oppose the dismissal of the Chapter 11 case
if the alternative financing from Bank7 is approved as requested
and if the sums to be paid to AgriLand under the terms of the
Final Financing Order are timely paid.

                       About Hudson Tree Farm

Bonham, Texas-based Hudson Tree Farm, Inc., dba Kennedy Arbor, has
been engaged in the business of growing and selling trees.  The
company is formerly known as Hudson & Williams Investments, Inc.
Hudson Tree Farm filed for Chapter 11 bankruptcy (Bankr. E.D. Tex.
Case No. 11-43633) on Dec. 5, 2011.  Chief Judge Brenda T. Rhoades
oversees the case.  Bill F. Payne, Esq., at The Moore Law Firm,
LLP, serves as the Debtor's counsel.  In its schedules, the Debtor
disclosed assets of $11.7 million and liabilities of $2.6 million.
The petition was signed by Mark Hudson, president.


IDO SECURITY: Delays Form 10-Q for First Quarter
------------------------------------------------
IDO Security Inc.'s quarterly report on Form 10-Q for the three
months ended March 31, 2012, was not filed by the prescribed due
date of May 15, 2012, because Company had not yet finalized its
treatment and disclosure of certain material events that occurred
during the quarter.  As a result, the review of the Company's
financial statements for the three months ended March 31, 2012, is
ongoing.

                         About IDO Security

IDO Security Inc. is engaged in the design, development and
marketing of devices for the homeland security and loss prevention
markets that are intended for use in security screening procedures
to detect metallic objects concealed on or in footwear, ankles and
feet through the use of electro-magnetic fields.  The Company's
common stock trades on the OTC Bulletin Board under the symbol
IDOI.  The Company is headquartered in New York City.

The Company reported a net loss of $7.36 million in 2011, compared
with a net loss of $7.77 million n 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.69 million
in total assets, $20.37 million in total liabilities and a $18.67
million total stockholders' deficiency.

In its audit report on the 2011 financial statements, Rotenberg
Meril Solomon Bertiger & Guttilla, P.C., in Saddle Brook, New
Jersey, noted that the Company has not achieved profitable
operations, has incurred recurring losses, has a working capital
deficiency and expects to incur further losses in the development
of the business, raise substantial doubt about the Company's
ability to continue as a going concern.


IMPACT SERVICES: Radioactive Waste-Treatment Center Files Ch.7
--------------------------------------------------------------
Oak Ridge, Tennessee-based Impact Services Inc., a radioactive
waste-treatment center, and affiliate Impact Holdings Inc.
commenced liquidation proceedings under Chapter 7 of the
Bankruptcy Code (Bankr. D. Del. Case No. 12-_____) in Wilmington,
Delaware, on May 24, 2012.

The petition lists $1 million to $10 million in assets and
$10 million to $50 million in debts.  Lawyers at Young Conaway
Stargatt & Taylor LLP represent the Company.

According to the Chapter 7 petition, the Debtor operated
radioactive waste processing centers.  The radioactive waste
processed by the Debtor is low-level radioactive waste.  The
Debtor said it does not believe the current storage and processing
of low-level radioactive waste currently poses a threat of
imminent and identifiable harm to public health or safety, but
warned it may cause harm if not properly stored or processed.

Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reports Impact came under controversy recently when it was alleged
to have illegally and intentionally disposed of radioactive
materials at a Tennessee landfill.  The allegation formed the base
of an anonymous complaint brought to the National Response Center.

Impact disputed the allegations as "unfounded and groundless,"
according to a letter sent to Tennessee officials.  The state
cleared the company's name in January, DBR relates, citing
Knoxville News Sentinel, finding "no validity" to the allegations
after inspections.


INCREDIBLE DAVE'S: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Incredible Dave's of Nashville, LLC
        1000 Rivergate Pkwy Ste 1401
        Goodlettsville, TN 37072

Bankruptcy Case No.: 12-04817

Chapter 11 Petition Date: May 23, 2012

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

Judge: Marian F. Harrison

Debtor's Counsel: Elliott Warner Jones, Esq.
                  EMERGE LAW, PLC
                  1600 Division Street, Suite 675
                  Nashville, TN 37203
                  Tel: (615) 916-5264
                  E-mail: elliott@emergelaw.net

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

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

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

The petition was signed by David Lawrence, manager.

Affiliate that filed separate Chapter 11 petition:

                                                  Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Incredible Dave's, LLC                 311-32944  06/15/11


INTEGRATED BIOPHARMA: Delays Form 10-Q for First Quarter
--------------------------------------------------------
Integrated BioPharma, Inc.'s quarterly report on Form 10-Q for the
quarterly period ended March 31, 2012, was not filed within the
prescribed time period because the Company was experiencing delays
in the collection and compilation of certain information required
to be included in the Form 10-Q.  The Company's quarterly report
on Form 10-Q will be filed on or before the fifth calendar day
following the prescribed due date.

                     About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

The Company reported a net loss of $2.28 million in 2011 and a net
loss of $5.53 million during the prior fiscal year.

The Company's balance sheet at Dec. 31, 2011, showed
$11.53 million in total assets, $19.63 million in total
liabilities, all current, and a $8.10 million total stockholders'
deficiency.

Friedman, LLP, in East Hanover, NJ, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a working capital
deficiency, recurring net losses and has defaulted on its debt
obligations.


INTELLICELL BIOSCIENCES: Delays Form 10-Q for First Quarter
-----------------------------------------------------------
Intellicell Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission a Form 12b-25 notifying that it will be
delayed in filing its quarterly report on Form 10-Q for the period
ended March 31, 2012.  The Company said the compilation,
dissemination and review of the information required to be
presented in the quarterly report on Form 10-Q for the relevant
period has imposed time constraints that have rendered timely
filing of the quarterly report on Form 10-Q impracticable without
undue hardship and expense to the Company.  The Company undertakes
the responsibility to file that report no later than five days
after its original prescribed due date.

                    About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company's balance sheet at Sept. 30, 2011, showed $1.0 million
in total assets, $21.2 million in total current liabilities, and a
stockholders' deficit of $20.2 million.

"The Company has incurred losses since inception resulting in an
accumulated deficit of $20.1 million and a working capital deficit
of $21.0 million as of Sept. 30, 2011, respectively, however, if
the non-cash expense related to the Company's derivative liability
is excluded the accumulated deficit amounted to $3.1 million and
working capital deficit amounted to $3.7 million, respectively,?
the Company said in the filing.

"Further losses are anticipated in the continued development of
its business, raising substantial doubt about the Company's
ability to continue as a going concern."


INTERNATIONAL HOME: FirstBank Opposes Cash Collateral Use
---------------------------------------------------------
FirstBank-Puerto Rico asks the Court to prohibit International
Home Products, Inc., from using the bank's cash collateral.

The Debtor has filed an urgent motion seeking the Court's
authorization to pay $82,744.78 to its employees.  The Bank noted
the Debtor does not state in either of its motions, but the cash
in its accounts is subject to a lien by First Bank to guarantee
over $40,000,000 in debt currently owed to the Bank.  The Debtor
has listed the Bank's debt as both secured and unsecured, when the
Bank's collateral extends to all the Debtor's assets, including
the cash in the bank accounts.

The Debtor currently generates cash from the sale of property such
as inventory, merchandise and goods.  The Bank's pre-petition lien
on the proceeds extends to both pre-petition and post-petition
proceeds.  Cash may also be generated by Debtor from the sale of
other properties given in collateral by the Debtor to secure
payment obligations to the Bank and from other sources, all of
which cash serves as Cash Collateral.

First Bank said the Debtor's use of the Bank's Cash Collateral
without an agreement to that effect has left the Bank without
adequate protection given the risk of decrease, or permanent loss,
of the value of its collateral.  Accordingly, the Bank requests
that the Court to protect its security interests and condition the
use of the Bank's Cash Collateral by Debtor.

The Bank is represented by:

         Manuel Fernandez-Bared, Esq.
         Jane Patricia Van Kirk, Esq.
         TORO, COLON, MULLET, RIVERA & SIFRE, P.S.C.
         P.O. Box 195383
         San Juan, PR 00919-5383
         Tel: (787) 751-8999
         Fax: (787) 763-7760
         E-mail: mfb@tcmrslaw.com

                About International Home Products

International Home Products, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. P.R. Case No. 12-02997) on April 19, 2012.
Carmen D. Conde Torres, Esq., in San Juan, P.R., serves as the
Debtor's counsel.  Wigberto Lugo Mendel, CPA, serves as its
accountants.  The Debtor disclosed $66,155,798 and $43,350,031 in
liabilities as of the Chapter 11 filing.


INTERNATIONAL HOME: FirstBank Wants to Collect Customer Payments
----------------------------------------------------------------
First-Bank Puerto Rico asks the Bankruptcy Court to order
International Home Products, Inc., once the Bank provides it with
the list of customers whose contracts were foreclosed prepetition,
to comply with a Security Agreement and instruct those customers
to make their payments directly to the Bank, and remit to the Bank
any payments received from contracts that have been foreclosed.

First-Bank also requests that the Court order the Debtor to
instruct American Enterprises International, Inc., to make any
payments due to the Debtor under the parties' agreement directly
to the Bank.  It also seeks to deny the Debtor's motion to assume
its agreement with American.

FirstBank-Puerto Rico asserts a perfected lien on substantially
all of the Debtor's property, including contracts and proceeds
from contracts and inventory.  The Bank said the Security
Agreement entitles the Bank to foreclose on the Debtor's Contracts
and request the Debtor to notify parties with which it has
Contracts that its rights have been assigned to the Bank, and
establishes an obligation for the Debtor to give notice to its
clients and debtors that the Contracts have been assigned, if the
Bank so requests.

Pursuant to the rights and remedies provided under the Credit
Agreement upon the existence of an Event of Default, the Bank
exercised its right to collect the payments due.  On April 4,
2012, the Bank notified the debtor that it was in default and
informed the Debtor's clients of its obligation to send to the
Bank any payments due or that become due to the Debtor.  On April
5, 2012, the Bank gave notice to American Enterprises that it was
foreclosing on its assigned collateral under the Security
Agreement and Financing Statement.  The Bank also gave notice to
Preferred Credit, Inc., who has an agreement with Debtor for the
purchase of accounts receivables from retail installment sales
contracts, that it was foreclosing on its collateral.

The Bank had also foreclosed on its lien over the rent of some of
the Debtor's real estate properties prior to the petition, which
are currently being paid directly to the Bank.  The Bank's
prepetition foreclosure over the Debtor's accounts receivable
effectively extinguished the Debtor's interest in these payments.

The Bank said the payments on the Contracts that were noticed to
the Debtor's customers are not part of the estate and may not be
collected by the Debtor.

On April 26, 2012, the Debtor filed a motion to assume the
American Agreement, stating that American was granted a security
interest over reserve accounts created with a portion of the
account's sales price that is retained by American, the contracts
sold, the equipment sold and the proceeds of the contracts.  The
Debtor's request to assume the American Agreement should be
denied, inasmuch as it would allow Debtor to receive payments from
American on account of its purchase of accounts receivable from
the Contracts, because the property was foreclosed by the Bank.

Additionally, the reserve accounts and inventory in existence
prior to the petition are subject to the Bank's lien and may not
be used by the Debtor without the Bank's consent.  The Bank also
opposes the Debtor's request that the transaction also be approved
pursuant to the provisions of Section 364 of the Bankruptcy Code,
in the event that the Court deems that due to the recourse rights
granted in the Contract, these ordinary course of business sales
are tantamount to the granting of secured credit.

                  Debtor Opposes FirstBank's Claim

International Home Products asks the Bankruptcy Court to declare
that First Bank's interests against the Debtor's personal property
were unperfected as of the Petition Date.  The Debtor also asks
the Court to confirm the assumption of its contract with American
Enterprises.

Carmen Conde Torres, Esq., tells the Court that the core of the
dispute between the Debtor and First Bank is the validity and
status of First Bank's asserted "security interest."  According to
First Bank, its actions were based on its resubmission to the
Puerto Rico Department of State of an expired finance statement in
July 2011.  What is undisputed, however, is that the Department of
State registered a Termination Statement regarding the July 2011
filing on Feb. 16, 2012.

First Bank alleges that its actions to foreclose on its asserted
collateral occurred between April 5, 2012 and the date of the
Bankruptcy Petition, April 19, 2012.  While First Bank claims that
the Termination Statement is erroneous, First Bank, fully aware of
the Termination Statement, never took corrective action prior to
the Bankruptcy petition.  Indeed, the Termination Statement was
filed with a supporting affidavit authenticated by a Notary
Public.  The Termination Statement as registered and filed is
valid under the law and is the law of the case as of the date of
the Bankruptcy Petition.

The Debtor contends the legal effect of a registered and filed
Termination Statement is that it "releases a secured creditor's
lien against property."  The filed and registered Termination
Statement causes First Bank's asserted lien to be fully
extinguished and whatever obligation it has against the Debtor is
unsecured.  Therefore, any and all collection efforts by First
Bank to claim property on an unsecured obligation are voidable,
Ms. Conde Torres contends.

As a second matter, First Bank contests the assumption of the
Debtor's contract with American Enterprises alleging that these
accounts are part of First Bank's collateral.  First Bank,
however, does not disclose to the Court that First Bank itself
registered a liberation statement with the Puerto Rico Department
of State regarding the Debtor's sale of consumer contracts to AEI,
Ms. Conde Torres points out.

                About International Home Products

International Home Products, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. P.R. Case No. 12-02997) on April 19, 2012.
Carmen D. Conde Torres, Esq., in San Juan, P.R., serves as the
Debtor's counsel.  Wigberto Lugo Mendel, CPA, serves as its
accountants.  The Debtor disclosed $66,155,798 and $43,350,031 in
liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.


INTERNATIONAL HOME: Can Employ Lugo Mender as Accountant
--------------------------------------------------------
The Bankruptcy Court for the District of Puerto Rico authorized
International Home Products, Inc., to employ Wigberto Lugo Mender,
CPA, as its accountant.

The Debtor will rely on Wigberto Lugo Mendel, CPA, for general
accounting and financial counseling services in connection with
its bankruptcy filing.  The firm will perform these services:

     A. furnish financial advice regarding the effect of the
        Chapter 11 proceedings;

     B. assist the company in all matters relating to court
        transactions;

     C. permit the use of the firm in connection with any
        negotiations or related matters; and

     D. assist the Debtor, the Law Offices of Carmen D. Conde
        Torres and any professional during the course of these
        proceedings.

The Firm's professionals will be paid at these hourly rates:

     Wigberto Lugo-Mender, CPA         $265 per hour
     Accounting Supervisor             $150 per hour
     Staff Accountant & Assistants     $100 per hour

The Firm will also be paid actual out of pocket expenses incurred
in the case.  The Firm received a $15,000 retainer.

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

                About International Home Products

International Home Products, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. P.R. Case No. 12-02997) on April 19, 2012.
Carmen D. Conde Torres, Esq., in San Juan, P.R., serves as the
Debtor's counsel.  Wigberto Lugo Mendel, CPA, serves as its
accountants.  The Debtor disclosed $66,155,798 and $43,350,031 in
liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.


INTERNATIONAL HOME: May Hire Carmen Conde Torres as Counsel
-----------------------------------------------------------
The Bankruptcy Court for the District of Puerto Rico authorized
International Home Products, Inc., to employ the Law Firm of
Carmen D. Conde Torres as its attorney to:

     A. advise the Debtor with respect to its duties, powers and
        responsibilities in this case under the laws of the United
        States and Puerto Rico in which the Debtor conducts its
        operations, do business, or is involved in litigation;

     B. advise the Debtor in connection with a determination
        whether a reorganization is feasible and, if not, helping
        debtor in the orderly liquidation of its assets;

     C. assist the Debtor with respect to negotiations with
        creditors for the purpose of arranging the orderly
        liquidation of assets and/or for proposing a viable plan
        of reorganization;

     D. prepare on behalf of the Debtor the necessary complaints,
        answers, orders, reports, memoranda of law and/ or any
        other legal papers or documents;

     E. appeal before the bankruptcy court, or any court in which
        the Debtor asserts a claim interest or defense directly
        indirectly related to this bankruptcy case;

     F. perform such other legal services for the Debtor as may be
        required in these proceedings or in connection with the
        operation off and involvement with debtor's business,
        including notarial services; and

     G. employ other professional services, if necessary.

The Firm will be paid at these rates:

     Carmen D. Conde Torres (Senior Attorney)     $300 per hour
     Associates                                   $275 per hour
     Junior Attorney                              $250 per hour
     Paralegal                                    $150 per hour

Carmen D. Conde Torres had received a non-refundable retainer of
$50,000 which was paid by the Debtor's President, Andrew Bert
Foti.

To the best of the Debtor's knowledge, the Law Firm of Carmen D.
Conde Torres is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code.

                About International Home Products

International Home Products, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. P.R. Case No. 12-02997) on April 19, 2012.
Carmen D. Conde Torres, Esq., in San Juan, P.R., serves as the
Debtor's counsel.  Wigberto Lugo Mendel, CPA, serves as its
accountants.  The Debtor disclosed $66,155,798 and $43,350,031 in
liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.


LAKESHORE FRESH: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lakeshore Fresh Market, Inc.
        9119 S. Sprinkle Road
        Portage, MI 49002

Bankruptcy Case No.: 12-04866

Chapter 11 Petition Date: May 22, 2012

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Cody H. Knight, Esq.
                  Steven L. Rayman, Esq.
                  RAYMAN & KNIGHT
                  141 East Michigan Ave, Suite 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  E-mail: courtmail@raymanstone.com

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

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

A copy of the list of eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/miwb12-04866.pdf

The petition was signed by Wendy L. Hoeksema, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Sprinkle Road Investments, LLC


LEHMAN BROTHERS: Tier 2 ADR Threshold Hiked to $5 Million
---------------------------------------------------------
At the behest of Lehman Brothers Holdings Inc., the U.S.
Bankruptcy Court in Manhattan amended the Tier 2 alternative
dispute resolution procedures order dated September 27, 2010.

The September 27 order established faster and more streamlined
ADR procedures for the bankruptcy estates' derivative contracts
with recovery potential for which its claim is equal to or less
than $1 million.

Lehman wants the September 27 order amended to increase the
threshold for the Tier 2 derivatives ADR procedures from $1
million to $5 million.

The company said it has plans to reallocate certain derivatives
contracts with recovery potential from the pool subject to the
derivatives ADR procedures to the pool subject to the Tier 2 ADR
procedures by increasing the threshold.

           30th Status Report on Claims Settlement

Weil Gotshal & Manges LLP, Lehman Brothers Holdings Inc.'s legal
counsel, filed a status report on the settlement of claims it
negotiated through the ADR process.

The status report noted that in the past month, Lehman served
four ADR notices, bringing the total number of notices served to
241.

Lehman also reached settlement with counterparties in eight
additional ADR matters.  Upon closing of those settlements, the
company will recover a total of $1,145,321,299.  Settlements have
now been reached in 202 ADR matters involving 224 counterparties.

As of May 14, 2012, 73 of the 77 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only four mediations were terminated without settlement.

Twelve more mediations are scheduled to be conducted May 22 to
July 11, 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: Bingham OK'd to Provide Additional Work
--------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved Lehman Brothers
Holdings Inc.'s supplemental application, which authorizes
Bingham McCutchen LLP to provide legal assistance with respect to
tax-related services.

Specifically, Bingham McCutchen will assist the company in
connection with new audits opened by the Internal Revenue Service
for 2008 to 2010.

The Debtors previously obtained authority to employ Bingham
McCutchen as special counsel, nunc pro tunc to August 1, 2009.
The application was filed after Bingham combined with McKee Nelson
LLP, which was hired by the Debtors as special tax counsel in
March 2009.

At the direction of the Debtors, Bingham has performed work on
the Debtors' tax controversy, securitization and capital markets
matters in good faith beginning on August 1, 2009, to properly
advance and protect the interests of the Debtors.

The Debtors agreed to pay Bingham at its regular hourly rates for
legal and non-legal personnel, and reimburse the firm for all
reasonable and necessary expenses.  Bingham's hourly rate
structure for its domestic offices:

     Partners and Of Counsel           $605 to $995
     Associates and Counsel            $300 to $590
     Paraprofessionals                 $215 to $305

Bingham will not charge rates in excess of rates previously
charged by McKee in connection with the Debtors' Chapter 11
cases, except to the extent any increases are a result of the
Firm's annual adjustments.

                     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: Ex-Employee Settles Claims for $59K
----------------------------------------------------
Lehman Brothers Holdings Inc. entered into a settlement with a
former employee, which calls for the dismissal of a lawsuit filed
against the company.

Under the deal, Wendy Uvino agreed to dismiss her claims asserted
in the lawsuit against Lehman, Robert Hershan and his firm,
Alvarez & Marsal, which serves as the company's restructuring
manager.  In return, Ms. Uvino will receive payment of $58,750
and another $26,250 as payment for legal fees.

The settled claims do not include Claim Nos. 4770, 28566, 12853,
4771, 15680 and 12672, which Ms. Uvino filed against Lehman in
its bankruptcy case, according to the agreement.

A full-text copy of the agreement is available without charge
at http://bankrupt.com/misc/Lehman_StipUvinoSuit.pdf

                     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)


LIBERTY HARBOR: Hearing on Case Dismissal Plea Set for June 4
-------------------------------------------------------------
The Jersey City Redevelopment Agency, will move on June 4, 2012,
at 10 a.m., before the Hon. Novalyn L. Winfield of the U.S.
Bankruptcy Court for the District of New Jersey for entry of an
order (a) dismissing the Chapter 11 bankruptcy cases of Liberty
Harbor Holding, LLC, et al., or, alternatively, (b) granting
relief from the automatic stay.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D. N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Liberty, as
of April 16, 2012, had total assets of $350.08 million, comprising
of $350 million of land, $75,000 in accounts receivable and $458
cash.  The Debtor says that it has $3.62 million of debt,
consisting of accounts payable of $73,500 and unsecured non-
priority claims of $3,540,000.  The Debtor's real property
consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70,
69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).

Judge Novalyn L. Winfield presides over the case.  The petition
was signed by Peter Mocco, managing member.


LIBERTY HARBOR: Scarpone & Vargo OK'd as Litigation Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Liberty Harbor Holding, LLC, et al., to employ Scarpone
& Vargo, LLC, as special litigation counsel.

As reported in the Troubled Company Reporter on May 8, 2012, the
Debtor has been and continues to be embroiled in litigation
that has been pending since 1999 and James Scarpone has
represented the Debtor since the inception of the litigation and
is most familiar with the matter at issue.  Compensation will be
paid by the Debtor's principals and counsel will not seek any
compensation from the Debtor's estate.

James A. Scarpone, Esq., a member of Scarpone & Vargo, 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 Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D. N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Liberty, as
of April 16, 2012, had total assets of $350.08 million, comprising
of $350 million of land, $75,000 in accounts receivable and $458
cash.  The Debtor says that it has $3.62 million of debt,
consisting of accounts payable of $73,500 and unsecured non-
priority claims of $3,540,000.  The Debtor's real property
consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70,
69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).

Judge Novalyn L. Winfield presides over the case.  The petition
was signed by Peter Mocco, managing member.


LIBERTY HARBOR: U.S. Trustee Forms 5-Member Creditors Committee
---------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of unsecured Creditors
in the Chapter 11 cases of Liberty Harbor Holding, LLC, et al.

The Committee is consist of:

         1. Laura A. Brinkerhoff
            Brinkerhoff Environmental Services, Inc.
            1805 Atlantic Avenue
            Manasquan, NJ 08736
            Tel: (732) 223-2225
            Fax: (732) 233-3666

         2. Jennifer Palermo
            Inglese Architects & Engineering, LLC
            150 Union Avenue
            East Rutherford, NJ 07073
            Tel: (201) 438-0081
            Fax: (201) 438-0225

         3. Greg Mischke, co-chairperson
            Flemington Department Store, Inc.
            151 Route 31
            Flemington, NJ 08822
            Tel: (908) 782-7662
            Fax: (908) 788-9876

         4. Edward J. Scannavino, co-chairperson
            Scannavino & Sons Plumbing
            115 N. 50th Street
            North Bergen, NJ 07047
            Tel: (201) 239-8582
            Fax: (201) 653-2256

         5. Jorge Medetti
            Jomitti Iron Works
            3444 Kennedy Blvd.
            Jersey City, NJ 07302
            Tel: (201) 284-2442
            Fax: (201) 763-5514

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D. N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Liberty, as
of April 16, 2012, had total assets of $350.08 million, comprising
of $350 million of land, $75,000 in accounts receivable and $458
cash.  The Debtor says that it has $3.62 million of debt,
consisting of accounts payable of $73,500 and unsecured non-
priority claims of $3,540,000.  The Debtor's real property
consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70,
69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).

Judge Novalyn L. Winfield presides over the case.  The petition
was signed by Peter Mocco, managing member.


LIBERTY HARBOR: Wasserman Jurista OK'd as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Liberty Harbor Holding, LLC, et al., to employ
Wasserman Jurista & Stolz P.C. in Millburn, New Jersey, as its
Chapter 11 counsel.

As reported in the Troubled Company Reporter on April 26, 2012,
the Debtor has agreed to pay the firm $9,954 as retainer.

The firm's hourly rates are:

     Robert B. Wasserman, Partner            $525
     Steven Z. Jurista, Partner              $500
     Daniel M. Stolz, Partner                $500
     Stuart M. Brown, Of counsel             $450
     Kenneth L. Moskowitz, Of counsel        $450
     Norman D. Kallen, Of counsel            $450
     Keith Marlowe, Of counsel               $450
     Leonard C. Walczyk, Partner             $400
     Michael McLaughlin, Partner             $400
     Scott S. Rever, Associate               $375
     Donald W. Clarke, Associate             $250
     Pamela Bellina, Paralegal               $150
     Lorrie L. Denson, Paraprofessional      $150
     Legal assistants                        $100

Daniel M. Stolz, Esq., a member at the firm, attests that the
members, shareholders, associates, officers and employees of the
firm do not hold an adverse interest to the Debtor's estate, do
not represent an adverse interest to the estate, and are
"disinterested persons," as that term is defined in Section
101(14) of the Bankruptcy Code.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Banrk. D. N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Liberty, as
of April 16, 2012, had total assets of $350.08 million, comprising
of $350 million of land, $75,000 in accounts receivable and $458
cash.  The Debtor says that it has $3.62 million of debt,
consisting of accounts payable of $73,500 and unsecured non-
priority claims of $3,540,000.  The Debtor's real property
consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70,
69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.

Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).


LIGHTSQUARED INC: Secured Creditors Oppose Trading Limitations
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LightSquared Inc. secured creditors are putting up a
fight against restrictions on buying and selling debt, saying it
entrenches control in Philip Falcone's Harbinger Capital Partners
LLC. The controversy revolves around whether there is any
practical purpose in trying to protect tax losses.

According to the report, the lender group, seeing no likelihood
that LightSquared will be able to utilize net operating tax loss
carryforwards, asks the bankruptcy court to place no restrictions
on debt trading.   The secured creditors in their May 22 court
filing said it's unlikely LightSquared will ever be able to
utilizes NOLs.  To utilize NOLs, the lenders say the company must
solve regulatory issues, obtain new capital without losing NOLs,
and begin generating profits quickly.

The ad hoc group includes Capital Research & Management Co.,
Appaloosa Management LP, Fortress Investment Group LLC, and Silver
Point Capital LP.

LightSquared, the report relates, says it has $1.5 billion in so-
called NOLs that "may be valuable assets."  To protect the ability
to use NOLs, the company filed a motion immediately after the
Chapter 11 petition this month to impose a sell-down order where
the company would have the ability to force creditors to sell
large debt positions accumulated during bankruptcy.

The bankruptcy court will address the issue at a May 29 hearing.

                        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.


LITHIUM TECHNOLOGY: Delays Form 10-Q for First Quarter
------------------------------------------------------
Lithium Technology Corporation informed the U.S. Securities and
Exchange Commission that it will delayed in filing its quarterly
report on Form 10-Q for the period ended March 30, 2012.  The
Company requires additional time to complete its quarterly
financial statements and corresponding narratives for management's
discussion and analysis.  As a result of these factors, the
Company has been unable to complete and file the subject Form 10-Q
without unreasonable effort and expense.

                       About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company reported a net loss of $12.26 million on $6.06 million
of total revenue for the nine months ended Sept. 30, 2011.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                          Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


M WAIKIKI: Marriott, Hotel Owner Challenge Competing Plans
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Marriott International Inc. and owners of the 353-
room Modern Honolulu hotel each tossed barbs at the other's
reorganization plan in papers filed this week with the bankruptcy
court in Hawaii.  The bankruptcy judge will hold trial beginning
June 1 to decide whether to sign a confirmation order approving
one plan or the other.

According to the report, protracted hearings are in the offing
because Marriott is proposing a competing reorganization plan to
wrest control from the owners who are proposing to pay creditors
in full under their plan.  The hotel's plan would have the
Davidson Family Trust from Incline Village, Nevada, retain
ownership.

The reprot relates that Marriott, the hotel's former manager,
contends the hotel's plan isn't feasible because it would emerge
from reorganization saddled with more debt that when it began. The
emergent company would be insolvent and unable to pay $160 million
in debt that would mature in 2007, Marriott argues.  The hotel
faults Marriott's plan for not subjecting the property to an
auction testing whether there would be a higher offer with a
better return for creditors and existing equity holders. By taking
over all the hotel's assets, the owners contend they would lose
valuable claims against Marriott for alleged mismanagement that
caused bankruptcy in the first place.

U.S. Bankruptcy Judge Robert J. Faris ended the hotel's exclusive
right to propose a plan by allowing Marriott to offer a
reorganization. Given an opening, Marriott filed a plan of its own
where no votes by creditors would be required because everyone
would be paid in full or consent in advance.

If necessary, the confirmation trial will continue June 4 to 8,
and resume again July 9 to 13.

                          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.


MF GLOBAL: Chapter 11 Trusee Presents Cash Collateral Budget
------------------------------------------------------------
Pursuant to the Final Cash Collateral Order, Louis J. Freeh, the
Chapter 11 Trustee for MF Global Holdings Ltd. and its debtor
affiliates submitted to Judge Martin Glenn of the U.S. Bankruptcy
Court for the Southern District of New York cash collateral
budgets approved in April 2012.  The Chapter 11 Trustee expected
to have $15.22 million in cash available for use as of May 11,
2012 and $15.14 million as of May 18, 2012.

Schedules of the Cash Collateral Forecast for the weeks April 6,
2012, April 13, 2012, April 20, 2012, April 27, 2012, May 4,
2012, May 11, 2012, and May 18, 2012, are available for free at:

  http://bankrupt.com/misc/MFGlobalApr2012CashCollBudgets.pdf

                         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 US$41,046,594,000 in total assets and
US$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 US$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 Has Until July 30 to Decide on Leases
-------------------------------------------------------------
Judge Martin Glenn extended the time within which James W.
Giddens, the SIPA trustee for MF Global Inc., may assume or reject
executory contracts and unexpired leases, through and including
July 30, 2012.

The bankruptcy judge ruled that entry of the order is without
prejudice to (a) further extensions of the time within which the
SIPA Trustee may assume or reject the executory contracts upon
proper application; and (b) the rights of the non-debtor parties
to those executory contracts and personal property leases to seek
entry of an order shortening such time.

                          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 US$41,046,594,000 in total assets and
US$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 US$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's Removal Period Extended to Aug. 27
------------------------------------------------------------
Judge Martin Glenn extended the period within which James W.
Giddens, the SIPA trustee for MF Global Inc., may seek to remove
civil actions and causes of action, through and including Aug. 27,
2012.

The extension is without prejudice to (a) any position the SIPA
Trustee may take regarding whether Section 362 of the Bankruptcy
Code applies to stay Actions and (b) the right of the SIPA
Trustee to seek further extensions of time to remove any and all
Actions, Judge Glenn ruled.

                          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 US$41,046,594,000 in total assets and
US$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 US$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)


MICHAELS STORES: Establishes Interim Office of the CEO
------------------------------------------------------
Michaels Stores, Inc.'s Board of Directors has established an
interim Office of the Chief Executive Officer to provide ongoing
leadership and continuity for the business in the absence of
current CEO John Menzer.  The Office of the CEO will be filled by
Lew Klessel, Managing Director with Bain Capital Partners, LLC,
and Charles "Chuck" Sonsteby, the Company's Chief Administrative
Officer and Chief Financial Officer.  Mr. Klessel has also been
appointed to the newly-created position of Interim Chief Operating
Officer at Michaels.  Messrs. Klessel and Sonsteby will
temporarily assume the responsibilities of the CEO and will report
directly to the Board of Directors.

Mr. Menzer suffered a stroke in April and is currently in stable
condition, receiving continued medical care.  He is on medical
leave from the company and is expected to be out for an extended
period of time.  His status will be reevaluated by the Board on a
periodic basis.

"First and foremost, the thoughts of the entire Michaels family
continue to be with John and his family during this difficult time
and we are all hopeful for his full recovery," said Matt Levin,
Managing Director with Bain Capital Partners, LLC.  "By
establishing the Office of the CEO on an interim basis, we will
ensure ongoing leadership continuity for the business."

Peter Wallace, Senior Managing Director with The Blackstone Group
L.P. added: "The senior management team has been instrumental in
developing new strategies and initiatives to drive the company's
growth performance and we are completely confident in their
ability to continue to drive business results.  Lew is a seasoned
executive with extensive management and operations experience who,
together with Chuck in his expanded role, will ensure the
execution of the company's strategic plan."

Mr. Klessel joined Bain Capital in 2005, and is currently serving
as the operational executive responsible for the firm's
investments in Michaels.  Prior to joining Bain, Mr. Klessel held
a variety of operating and strategy leadership positions from 1997
to 2005 at The Home Depot, Inc., most recently as President of
Maintenance Warehouse, a wholly-owned subsidiary that distributed
maintenance products to facility management customers.  Mr.
Klessel received an M.B.A from Harvard Business School and a B.S
from the Wharton School at the University of Pennsylvania.  Mr.
Klessel serves as a director of Michaels Stores Inc., HD Supply,
Inc. and Guitar Center, Inc.

Mr. Sonsteby, currently the company's Chief Administrative and
Chief Financial officer, joined Michaels in 2010.  Prior to
joining Michaels, he served in various capacities at Brinker
International, Inc. (which owns and operates casual dining
restaurants) beginning in March 1990, including as Executive Vice
President and Chief Financial Officer from 2001 until 2010, as
Senior Vice President of Finance from 1997 to 2001 and as Vice
President and Treasurer from 1994 to 1997.  Mr. Sonsteby was
formerly a director of Zale Corporation.  He holds a Bachelor of
Accounting degree from the University of Kentucky.

Michaels Holdings, LLC, an entity controlled by affiliates of
investment firms Bain Capital Partners, LLC and The Blackstone
Group L.P., currently owns approximately 93% of the outstanding
Common Stock of Michaels Stores, Inc.

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

The Company's balance sheet at Jan. 28, 2012, showed $1.82 billion
in total assets, $4.29 billion in total liabilities, and a $2.47
billion total stockholders' deficit.

                          *     *     *

Michaels Stores carries a 'B3' corporate family rating from
Moody's Investors Service.

As reported by the Troubled Company Reporter on Oct. 8, 2010,
Moody's assigned Caa1 rating to Michaels Stores's proposed
$750 million senior unsecured bonds due 2018.  Proceeds from the
note offering will be used to tender for an existing $750 million
series of unsecured notes.  The refinancing, while improving the
maturity profile of the company, has no impact on Michaels'
current capital structure or ratings.

Moody's said Michaels' CFR reflects its significant financial
leverage and weak credit metrics.  It also recognizes Michaels'
leadership position in the highly fragmented arts and crafts
segment, and its high operating margins.  The rating takes into
consideration the company's participation in some segments that
have greater sensitivity to economic conditions, such as its
custom framing business.  Michaels' ratings also reflect its good
liquidity with limited near term debt maturities.


MILE HIGH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mile High Real Estate, LLC
        253 Main Street
        Nashua, NH 03060

Bankruptcy Case No.: 12-11668

Chapter 11 Petition Date: May 22, 2012

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Robert L. O'Brien, Esq.
                  O'BRIEN LAW
                  P.O. Box 357
                  New Boston, NH 03070-0357
                  Tel: (603) 459-9965
                  Fax: (603) 250-0822
                  E-mail: robjd@mail2firm.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nhb12-11668.pdf

The petition was signed by Vatche Manoukian, manager.


MOMENTIVE PERFORMANCE: Terminates Offer for 12 1/2 Senior Notes
---------------------------------------------------------------
Momentive Performance Materials Inc. will terminate its previously
announced cash tender offer and related consent solicitation with
respect to its outstanding 12 1/2 % Second-Lien Senior Secured
Notes due 2014.

None of the Notes were purchased in the tender offer and as a
result of the termination, all of the Notes previously tendered
will be promptly returned to the holders thereof, and no tender
offer consideration or consent and early tender payment will be
paid to holders who have tendered.

J.P. Morgan, BMO Capital Markets, BofA Merrill Lynch, Citigroup,
Credit Suisse, Deutsche Bank Securities, Goldman, Sachs & Co.,
Morgan Stanley and UBS Investment Bank have acted as Dealer
Managers and Solicitation Agents for the tender offer for the
Notes.  Questions regarding the tender offer may be directed to
J.P. Morgan at (800) 245-8812 (toll-free) or (212) 270-1200
(collect).

Global Bondholder Services Corporation has acted as the
Information Agent for the tender offer.  Questions may be directed
to Global Bondholder Services Corporation at (212) 430-3774 (for
brokers and banks) or (866) 470-4500 (for all others).

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was $42
million.

The Company's balance sheet at March 31, 2012, showed
$3.07 billion in total assets, $3.90 billion in total liabilities,
and a $832 million total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.


MOMENTIVE PERFORMANCE: S&P Raises Secured Credit Rating to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Momentive
Performance Materials and its subsidiaries' senior secured credit
facilities to 'B+' from 'B'. "We are revising the recovery rating
on the senior secured credit facilities to '1' from '2'. The
recovery rating of '1' reflects our expectation of very high (90%
to 100%) recovery in the event of a payment default. The
improvement in recovery prospects is the result of less senior
secured debt outstanding following the refinancing," S&P said.

"In addition, we removed the issue-level ratings on the senior
secured credit facilities from CreditWatch, where we had placed
them with positive implications on May 16, 2012, pending placement
of the new notes and confirmation that the company would use the
proceeds to reduce borrowings under the senior secured term
loans," S&P said.

"At the same time, we affirmed our other ratings on the company,
including the 'B-' corporate credit rating, and the 'B-' issue
rating and '4' recovery rating on the new notes. The outlook
remains negative," S&P said.

"The ratings on MPM reflect the company's 'highly leveraged'
financial profile and what we deem to be a 'fair' business risk
profile," said Standard & Poor's credit analyst Cynthia Werneth.
"MPM's leverage has been very high ever since Apollo acquired the
company from General Electric Co. in 2006. As of March 31,
2012, the ratio of total adjusted debt to EBITDA was about 13x.
Total adjusted debt was nearly $4 billion. We adjust debt to
include pay-in-kind (PIK) seller notes at MPM's direct parent
company Momentive Performance Materials Holdings Inc. (unrated).
This debt adjustment also includes tax-adjusted unfunded
postretirement obligations, capitalized operating leases, and
trade receivables sold. After improving in the first half of 2011,
results have since weakened on less-favorable economic conditions,
industry capacity additions that resulted in price competition in
the silicones business, a slowdown in the semiconductor industry
that affected the quartz business, and customers reducing
inventory in late 2011. Although operating results improved
modestly on a sequential basis in the first quarter of 2012, they
remain very weak, and we expect market conditions in the first
half of 2012 to continue to be very challenging. However, our
assumption of moderate global economic growth for the full year
should lead to higher demand and stronger financial results in the
second half," S&P said.

"Nevertheless, we factor in the likelihood that MPM's free
operating cash flow will be significantly negative in 2012 after
capital spending of $120 million to $130 million, pension funding
that management expects to total $19 million, and modest costs to
achieve synergies with Momentive Specialty Chemicals Inc. (MSC; B-
/Stable/--). We do not currently expect working capital to be a
major use of cash this year. However, this could change if raw
material costs spike. We expect free operating cash flow to
gradually strengthen and eventually be modestly positive, but we
think there is limited potential to reduce leverage significantly
with free cash. In addition, the PIK feature of the seller note at
the parent holding company represents a significant offset to any
potential future debt reduction at the operating company. The
current refinancing eases covenant pressures and lengthens debt
maturities. Nevertheless, if MPM performs worse than we expect and
leverage fails to decline or continues to climb in the second half
of this year, we believe the likelihood of a default or debt
restructuring could increase. Moreover, MPM has considerably more
debt than its primary competitors, which could erode its
competitiveness over time if it impedes sufficient business
reinvestment," S&P said.

"MPM is a large producer of silicones (representing more than 90%
of sales and about 75% of EBITDA in 2011), which are used in a
wide variety of applications, and quartz, which is used primarily
in semiconductors. Both its businesses are cyclical, but this
cyclicality has historically been more pronounced in quartz than
in silicones. Silicones are used in construction, transportation,
personal care, electronics, and agriculture. They are generally
used as an additive, providing or enhancing attributes such as
resistance (to heat, ultraviolet light, or chemicals),
lubrication, adhesion, or viscosity. Positive industry factors
include significant consolidation and historically above-average
growth rates, though there is vulnerability to volume and margin
declines during periods of economic contraction or downturns in
key end markets. We believe that capital intensity, technological
know-how, and well-established customer relations provide
meaningful entry barriers. MPM benefits from good diversification
by end market and region, as well as an increasing contribution
from specialty products," S&P said.

"MPM is backward integrated to a high degree into the production
of siloxane, a key intermediate raw material. Siloxane industry
capacity increased significantly in 2011, with an MPM joint
venture and another major competitor completing expansions in
Asia. With the economic slowdown there and in Europe, this new
capacity has resulted in price competition in silicones. MPM is
also subject to fluctuations in market prices for its key raw
materials, silicon metal and methanol, which have proven more
difficult to pass on to customers amid soft recent market
conditions. In its quartz business, MPM relies on a large supplier
with whom it has historically had a long-term agreement. The
parties have extended their current agreement to June 30, 2012,
while they negotiate a new long-term agreement. We assume an
agreement can be reached that assures MPM of supply at an
affordable cost," S&P said.

"We believe that the merger of MPM and MSC benefits credit quality
only modestly. In October 2010, controlling shareholder Apollo
Global Management L.P. (Apollo) placed the two companies under a
single holding company. Although each company maintains a separate
capital structure, we assess both in a manner that recognizes
their shared parentage. As a result, our corporate credit rating
on both companies is 'B-'. We are maintaining a stable outlook
on MSC, but could revise it to negative or lower the ratings on
both companies if MPM's financial profile declines further and we
determine that these developments elevate credit risk at the
combined company," S&P said.

"The negative outlook reflects our expectation that MPM's first-
half 2012 results will be very weak. We believe that operating
earnings and cash flow will gradually and modestly strengthen
during this year--in line with our expectation of moderate global
economic growth. However, in view of our base case expectation of
a 20% full-year EBITDA decline in 2012, we assume that MPM's free
operating cash flow will be negative. But even in this scenario we
believe liquidity is likely to remain adequate, as long as
performance continues to recover," S&P said.

"However, we could lower the ratings during the next few quarters
if industry conditions or the company's performance are worse than
we expect or if MPM consumes more cash than we anticipate, placing
the company in danger of violating financial covenants and making
a debt restructuring or default more likely. This could occur if
siloxane overcapacity results in fiercer price competition or
significant loss of market share, if MPM has difficulty passing
raw material cost increases on to its customers, or if global
economic growth stalls," S&P said.

"On the other hand, if earnings, cash flow, and liquidity begin to
improve to the degree we expect, liquidity remains adequate, and
MPM remains comfortably in compliance with covenants, we could
revise the outlook to stable," S&P said.


MSR RESORT: Paulson, Winthrop to Sell at Least Two Resorts
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Paulson & Co. and Winthrop Realty Trust plan to sell
at least two of the resorts that were among the five they
foreclosed last year and immediately put into Chapter 11.

The report, citing two people familiar with the plans, discloses
that the sales would be part of a reorganization plan.  The
properties to be sold are the Arizona Biltmore resort and the
Claremont Hotel Club & Spa in Berkeley, California.  For the
Biltmore, the owners have posted an asking price of $425 million.
For the Claremont, the price is $80 million.  Donald Trump has a
court-approved agreement to buy the Doral Golf Resort and Spa in
Miami for $150 million.

The other two properties, the report relates, will either be
retained or sold under a plan.  If retained, the owners would be
in a group to make the first bid at auction.

Mr. Rochelle notes that the exit from bankruptcy was made more
expensive this month when the bankruptcy judge ruled that the
resorts can't escape from managements agreements with Hilton
Worldwide Inc. on three of the properties without giving rise to
damages that would cut down on the owners' recovery in Chapter 11.

                         About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owns a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The resorts have agreement with lenders allowing the companies to
remain in Chapter 11 at least until September 2012.  Donald Trump
has a contract to buy the Doral Golf Resort and Spa in Miami for
$170 million. There will be an auction to learn if there is a
better bid. The resorts have said that Trump's offer price implies
a value for all the properties "significantly" exceeding the
$1.5 billion in debt.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


MUSCLEPHARM CORP: To Restate 2011 Financial Reports
---------------------------------------------------
MusclePharm Corporation's independent registered public accounting
firm and the Company's board of directors determined, after
consultation with Company management, that the following financial
statements contained misstatements:

   (i) the Company's audited financial statements for the year
       ended Dec. 31, 2011, filed in an annual report on Form 10-K
       with the U.S. Securities and Exchange Commission on
       April 16, 2012;

  (ii) the Company's unaudited financial statements for the period
       ended Sept. 30, 2011, filed in a quarterly report on Form
       10-Q with the SEC on Nov. 14, 2011;

(iii) the Company's unaudited financial statements for the period
       ended June 30, 2011, filed in a quarterly report on Form
       10-Q with the SEC on August 16, 2012; and

  (iv) the Company's unaudited financial statements for the period
       ended March 31, 2011, filed in a quarterly report on Form
       10-Q with the SEC on May 23, 2012.

The foregoing financial statements contained material
misstatements pertaining to the Company's calculation of net sales
and presentation of general and administrative expenses.  The
Company has determined that advertising related credits that were
granted to customers fell within the guidance of ASC No. 605-50-
55.

The guidance indicates that, absent evidence of benefit to the
vendor, appropriate treatment requires netting these types of
payments against revenues and not expensing as advertising
expense.  The Company also noted other credits and discounts that,
upon further review, had been previously classified as advertising
expense as a component of general and administrative expense that
require a reallocation of presentation as amounts to be netted
against revenues.  The Company's net loss will not be affected by
this reallocation in the statement of operations.

The Company reviewed its accounting policies and procedures
beginning in early May, 2012, and on May 14, 2012, determined that
for all periods, the presentation of the statement of operations
will need to be restated for these reallocations and therefore
should not be relied upon.

                          Delays Form 10-Q

MusclePharm notified the U.S. Securities and Exchange Commission
that it will be delayed in filing its quarterly report on Form
10-Q for the period ended March 31, 2012.  The Company was not
able to obtain all information prior to filing date and management
was not able to complete the required financial statements and
Management's Discussion and Analysis of those financial statements
by May 15, 2012.

                          About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.04 million
in total assets, $18.01 million in total liabilities, and a
$12.97 million total stockholders' deficit.

For the year ended Dec. 31, 2011, Berman & Company, P.A., in Boca
Raton, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has a net loss of $23,280,950 and net cash
used in operations of $5,801,761 for the year ended Dec. 31, 2011;
and has a working capital deficit of $13,693,267, and a
stockholders' deficit of $12,971,212 at Dec. 31, 2011.


MYLAN INC: Moody's Upgrades CFR to 'Ba1'; Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded the ratings of Mylan Inc.,
including the Corporate Family Rating to Ba1 from Ba2. At the same
time, Moody's upgraded Mylan's Probability of Default Rating to
Ba1 from Ba2, the senior secured credit facilities to Baa2 from
Baa3, and the senior unsecured notes to Ba2 from Ba3. Following
these rating actions, the outlook is stable.

Ratings upgraded:

Corporate Family Rating to Ba1 from Ba2

Probability of Default Rating to Ba1 from Ba2

Senior secured revolving credit facility to Baa2 (LGD2, 17%) from
Baa3 (LGD2, 15%)

Senior secured term loan A to Baa2 (LGD2, 17%) from Baa3 (LGD2,
15%)

Senior unsecured notes due 2017, 2018, and 2020 to Ba2 (LGD5, 73%)
from Ba3 (LGD5, 71%)

Rating affirmed:

Speculative Grade Liquidity Rating at SGL-2

The ratings upgrade reflects Moody's expectations for strong
revenue and EBITDA growth coupled with Moody's view that
management's appetite for high financial leverage has declined.
Mylan has recently stated that its debt/EBITDA ratio will not
exceed 4.25 times, even with future business development such as
acquisitions, and Moody's views positively this articulation of
financial policies.

"We see lower event risk related to highly levered and
transformative acquisitions that Mylan pursued in the past,"
stated Michael Levesque, Moody's Senior Vice President.

Moody's believes 2012 will be a double digit growth year for
Mylan, supported by a high number of branded drugs going generic
and continued strength in the EpiPen Auto-Injector franchise.
Beyond 2012, Mylan's increasing operating leverage as a result of
improving product mix and vertical integration should translate
into higher EBITDA growth and stronger free cash flow.

Rating Rationale

Mylan's Ba1 Corporate Family Rating reflects the company's strong
position in the global generic pharmaceutical industry, its strong
geographic diversification and its robust generic pipeline
capabilities. The rating is supported by favorable industry
fundamentals based on the large number of branded pharmaceutical
products set to face patent expirations in the coming years as
well as global demographic factors driving drug utilization. The
rating is constrained by the potential for higher leverage based
on rapid industry consolidation and management's recently
articulated debt/EBITDA policies. In addition, Mylan's cash flow
to debt measures will remain modest driven by high interest costs,
capital expenditures and working capital needs to support global
growth.

The rating outlook is stable and reflects Moody's expectations
that EBITDA and free cash flow will improve, and that even if
leverage increases, debt/EBITDA will be sustained below 4.0 times.
Moody's could upgrade the ratings if the company adopts a more
conservative stance on leverage and also demonstrates success in
meeting its revenue and earnings targets. Specific credit ratios
(incorporating Moody's adjustments) that would support an upgrade
include debt/EBITDA sustained below 3.5 times and FCF/debt
sustained above 15%. Conversely, Moody's could downgrade the
ratings if the company substantially increases its leverage for
acquisitions, or if EBITDA declines due to pricing pressures or
other operating setbacks. Specific credit ratios that would
support a downgrade include debt/EBITDA sustained above 4.0 times
or FCF/debt below 10%.

Headquartered in Canonsburg, Pennsylvania, Mylan Inc. is a global
generic and specialty pharmaceutical company. In 2011, Mylan
reported total revenues of approximately $6.1 billion.

The principal methodology used in rating Mylan Inc. was the Global
Pharmaceuticals Industry Methodology published in October 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.


NEWBURGH, N.Y.: Moody's Rates $20.8-Mil. Serial Bonds 'Ba1'
-----------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to the City of
Newburgh's (NY) $20.8 million Public Improvement Serial Bonds,
Series 2012A and $6.1 million Deficit Liquidation Bonds, Series
2012B. Each series of bonds is secured by the city's general
obligation pledge as limited by the Property Tax Cap --
Legislation (Chapter 97 (Part A) of the Laws of the State of New
York, 2011). Along with $1.6 million in available funds, proceeds
from the Serial Bonds, Series 2012A will redeem $22.4 million of
bond anticipation notes originally issued for various capital
improvements. Along with $2.9 million in available funds, proceeds
from the Deficit Bonds, Series 2012B will redeem
$9.0 million of deficit notes originally issued in 2010 to fund
deficits in the city's general and capital funds. Concurrently,
Moody's has affirmed the Ba1 rating on the city's outstanding
parity debt, affecting $31.5 million of outstanding general
obligation long-term debt secured by the city's limited property
tax pledge.

Issue: Public Improvement Serial Bonds, Series 2012A; Rating: Ba1;
Sale Amount: $20,800,000; Expected Sale Date: 06-05-2012; Rating
Description: General Obligation

Issue: Deficit Liquidation Bonds, Series 2012B; Rating: Ba1; Sale
Amount: $6,100,000; Expected Sale Date: 06-05-2012; Rating
Description: General Obligation

Summary Rating Rationale

The Ba1 rating reflects the city's strained financial position
modestly offset by active state oversight, high debt burden
including the issuance of deficit financing to fund operations, as
well as its declining tax base and weak socioeconomic
characteristics.

Effective January 1, 2012, all local governments in New York State
are subject to a property tax cap which limits levy increases to
2% or the rate of inflation, whichever is lower. While school
district debt has been exempted from the cap, debt has not been
exempted for all other local governments. Moody's believes that
the risks associated with the property tax cap remain unchanged
and Moody's does not foresee making a rating distinction between
debt not subject to the cap. For more information regarding the
property tax cap please reference the Special Comment "New York
Local Governments' Debt Under New Property Tax Cap to Be Rated the
Same as Unlimited Tax General Obligation Debt " released May 14,
2012.

STRENGTHS

Property taxes set aside daily into a state held bank account for
the payment of debt service

State oversight of city financial operations

Various actions taken by city to restore budgetary balance

CHALLENGES

Tax base erosion and weak socioeconomic profile

Significant operating debt

Projected budget gap for operations going forward

WHAT COULD MAKE THIS RATING GO UP

-- Positive General Fund balance as a result of operations (not
including deficit financing)

-- Reversal of long trend of economic decline

WHAT COULD MAKE THIS RATING GO DOWN

-- Inability to sustain budgetary balance

-- Increased cash-flow borrowing

RATING METHODOLOGY

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


NEWPAGE CORP: Wants PwC LLP to Handle Audit 2012 Financials
-----------------------------------------------------------
NewPage Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware for authorization to expand the scope of
PriceWaterhouseCoopers LLP's employment in relation to the audit
of the Debtors' 2012 financials.

On Nov. 9, 2011, the Court issued an order approving PwC's
employment.  On Dec. 20, the Court entered an amended order
reflecting certain language that was erroneously omitted from the
retention order.

The Debtors anticipate that they will incur fees of approximately
$1,226,500 in respect of the additional services.  The estimate
does not include certain non-recurring audit work that will be
required in conjunction with the (i) debtor-in-possession
procedures, including design of nd testing the operating
effectiveness of management's control over liabilities subject to
compromise balances, charges recorded in the reorganization line
item, etc; (ii) procedures associated with emerging from
bankruptcy; (iii) accounting and auditing matters which may arise
from non-routine events, transactions, and activities.  Fees
arising from non-recurring audit work are estimated to be
approximately $100,000 if the Debtors do not emerge from the
Chapter 11 cases in 2012, and approximately $1,175,000 if they do
emerge from the Chapter 11 cases in 2012.

A full-text copy of the additional terms of PwC's employment is
available for free at:

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

                        About NewPage Group

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., Dewey & LeBoeuf LLP, in New York, serve as counsel
in the Chapter 11 case.  Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-
counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NEWPAGE CORP: Committee Taps Quinn Emanuel as Conflicts Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Newpage Corporation, et al., asks the U.S. Bankruptcy
Court for the District of Delaware for permission to retain Quinn
Emanuel Urquhart & Sullivan, LLP, as conflicts counsel.

Quinn Emanuel will represent the Committee in matters in which the
Committee's primary counsel, Paul Hastings has a conflict.

The hourly rates of Quinn Emanuel's personnel are:

          Partners               $810 - $1,075
          Attorneys/Counsel      $320 -   $900
          Legal Assistants       $290 -   $350

To the best of the Committee's knowledge, Quinn Emanuel does not
hold or represent any interest adverse to the estate.

The Committee set a June 22, 2012, hearing at 3 p.m. (E.T.) on the
retention of Quinn Emanuel.  Objections, if any, are due June 1,
at 4 p.m.

                        About NewPage Group

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., Dewey & LeBoeuf LLP, in New York, serve as counsel
in the Chapter 11 case.  Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-
counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NORTHCORE TECHNOLOGIES: Incurs C$735,000 Net Loss in Q1
-------------------------------------------------------
Northcore Technologies Inc. reported a loss and comprehensive loss
of C$735,000 on C$230,000 of revenue for the three months ended
March 31, 2012, compared with a loss and comprehensive loss of
C$574,000 on C$183,000 of revenue for the same period during the
prior year.

The Company reported a loss and comprehensive loss of C$3.93
million in 2011, compared with a loss and comprehensive loss of
C$3.03 million in 2010.

The Company's balance sheet at March 31, 2012, showed C$3.96
million in total assets, C$903,000 in total liabilities and C$3.06
million in total shareholders' equity.

"We are committed to building shareholder value by growing our
social commerce and enterprise verticals," said Amit Monga, CEO of
Northcore Technologies.  "In the coming quarters the execution of
our social commerce strategy will become apparent through new
partnerships and implementations of our proprietary platforms.  On
the enterprise front, we are focused on increasing our market
share by extending our cloud based offerings to fully support
tablets and mobile devices.  Additionally, we will expand our
intellectual property portfolio by continuing to file new patent
applications that will give Northcore competitive advantage in
targeted areas of social commerce."

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

                        http://is.gd/Ki0LnJ

                          About Northcore

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.


NORTH FORK: Fitch Affirms Trust Preferred Rating at 'BB+'
---------------------------------------------------------
Fitch Ratings has removed Capital One Financial Corporation's
(COF) and its primary operating subsidiaries from Rating Watch
Negative and has affirmed all ratings for COF.  The rating actions
follow the close of the company's acquisition of HSBC's domestic
credit card business.  The Rating Outlook is Stable.

On May 1, 2012 COF completed the previously announced acquisition
of HSBC's domestic credit card business, which included $28.2
billion of credit card receivables and $0.6 billion of other net
assets for aggregate consideration of $31.3 billion in cash.
Fitch notes that the purchase price included a $2.5 billion
premium on the credit card receivables acquired, which it views as
reasonable.

Fitch notes that this acquisition was in part supported by COF's
prior acquisition of ING Direct, which added nearly $80 billion of
deposits to COF's balance sheet, which Fitch notes will help the
company to fund the acquired credit card receivables and planned
growth in receivables.

In addition, in late 1Q12 COF had successfully raised $1.25
billion of common equity as well as $1.25 billion of senior
unsecured debt at the holding company to further support the
acquisition.  COF anticipates that the company's Tier 1 common
equity ratio will decline to the high 9% range in the wake of this
deal closing, down from 11.9% at March 31, 2012.

While COF's capitalization is slightly on the lower side relative
to its rating category, Fitch believes COF's capital ratios will
improve throughout the remainder of the year, and this viewpoint
supports Fitch's affirmation of all of COF's ratings.  Fitch
anticipates COF will continue to grow earnings and therefore
accrete capital at a strong rate over the next few quarters.

Fitch notes that while the ING Direct acquisition created some net
interest margin (NIM) compression due to the addition of ING's
lower yielding mortgage loans on the balance sheet, the planned
run-off of these assets combined with the addition of the higher
yielding credit card receivables should allow the company's NIM to
expand throughout the remainder of 2012, which should further help
drive earnings growth.

Fitch's rating affirmation and Stable Outlook for COF are further
supported by the company's continued strong credit quality
metrics. Overall net charge-offs (NCOs) declined to a potentially
cyclically low 2.04% in 1Q12, down from 2.69% at 4Q'11.
Additionally, the 30+ day delinquency rates in both the card and
consumer banking segments declined from the sequential quarter.

The one weaker spot of COF's credit quality continues to be
commercial real estate loans, which Fitch expects to remain lumpy,
though manageable, in terms of non-accrual loans over the near to
medium term.

Fitch notes that COF's credit quality, particularly in credit
cards is nearing a potential cyclical low.  However, Fitch would
expect the NCO rate to modestly increase over the medium term, as
COF's newer receivables season and the company expands further
into the private label space, which generally has higher NCO
rates, that was brought on board with the HSBC deal.  This
expectation is encompassed by COF's current ratings, and supported
by Fitch's Stable Outlook.

Potential adverse scenarios to COF's ratings include some
continued integration risk with COF digesting both ING Direct and
the HSBC domestic card business, now simultaneously.  Given this,
there is not much upside to ratings or the Rating Outlook over the
near to medium term.

Additionally, should COF pursue another acquisition of reasonable
size (a deal greater than $10 billion), over the near-term, there
could be some pressure on the ratings or Outlook.  Any other large
capital distributions in 2013 that negatively impact both Tier 1
common and tangible common equity ratios or an unexpected and
significant rise in troubled assets could also adversely impact
ratings.

COF is a financial holding company headquartered in McLean, VA.
The company offers a diverse set of financial products with nearly
$300 billion of assets as of March 31, 2012.

Fitch has removed from Rating Watch Negative and subsequently
affirmed the following ratings with a Stable Outlook:

Capital One Financial Corp.

  -- Long-term Issuer Default Rating (IDR) at 'A-';
  -- Short-term IDR at 'F1';
  -- Viability rating at 'a-';
  -- Senior shelf and unsecured debt at 'A-';
  -- Subordinated debt at 'BBB+';
  -- Support at '5';
  -- Support floor at 'NF'.

Capital One Bank (USA) National Association

  -- Long-term IDR at 'A-';
  -- Short-term IDR at 'F1';
  -- Viability rating at 'a-';
  -- Senior debt at 'A-';
  -- Long-term deposits at 'A';
  -- Short-term deposits at 'F1';
  -- Subordinated debt at 'BBB+';
  -- Support at '5';
  -- Support floor at 'NF'.

Capital One National Association

  -- Long-term IDR at 'A-';
  -- Short-term IDR at 'F1';
  -- Viability rating at 'a-';
  -- Senior debt at 'A-';
  -- Long-term deposits at 'A';
  -- Short-term deposits and short-term debt at 'F1';
  -- Support at '5';
  -- Support floor at 'NF'.

Chevy Chase Bank, F.S.B.

  -- Long-term deposits at 'A'.

Capital One Capital II, III, IV, V, and VI

  -- Trust Preferred at 'BB+'.

Hibernia Corporation

  -- Subordinated debt at 'BBB+'.

North Fork Bancorporation, Inc.

  -- Subordinated debt at 'BBB+'.

North Fork Capital Trust II

  -- Trust preferred at 'BB+'.


NY STATE ELECTRIC: Moody's Lifts Preferred Stock Rating from Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of New York State
Electric & Gas, including its senior unsecured rating to Baa1 from
Baa2, and its preferred stock rating to Baa3 from Ba1. The P-2
short-term commercial paper rating is affirmed. The rating outlook
is stable. Moody's also affirmed Iberdrola USA's Baa3 senior
unsecured rating and positive rating outlook.

Ratings Rationale

"The upgrade of NYSEG reflects our expectation for consistent
financial metrics, such as the ratio of CFO pre-working capital
adjustments (CFO pre-WC) of approximately 20%, supportive cost
recovery provided by its current rate plan, as well as strong
ring-fencing provisions that should insulate the utility from
unregulated affiliate exposure due to the proposed corporate
restructuring at Iberdrola USA," said Moody's Analyst Ryan
Wobbrock.

NYSEG continues to benefit from the favorable aspects of NYPSC
regulation, including a rate plan that provides for annual rate
increases until December 31, 2013 and a strong suite of cost
recovery mechanisms, including revenue decoupling and automatic
pass-through of electric and gas costs, which have translated into
improving credit metrics since the plan's commencement in 2010.

"The affirmation of Iberdrola USA's ratings and positive rating
outlook reflects robust financial metrics for its Baa3 rating but
also the uncertainty surrounding the proposed corporate
restructuring, which would include direct ownership of
approximately $11.4 billion of unregulated assets in Iberdrola
Renewables Holdings, Inc. (IRHI, A3 senior unsecured, stable),"
Wobbrock added. The proposed reorganization will not affect the
ratings and outlook of NYSEG due to ring-fencing provisions
instituted as part of Iberdrola S.A.'s (A3 senior unsecured,
stable) 2008 acquisition of the company, which includes a golden
share, certain dividend restrictions and money pooling conditions.
Conversely, Moody's will look to address the positive outlook of
Iberdrola USA once details surrounding the proposed reorganization
are established, including the ultimate capitalization of
Iberdrola USA, the resolution of IRHI's guarantee and support
agreement, and the liquidity and dividend policy of the pro-forma
entity.

The stable outlook for NYSEG incorporates Moody's view that the
company's credit metrics will remain comfortably over 4.0x CFO
pre-WC interest coverage and in the 20% range for CFO pre-WC to
debt, over the intermediate-term. It also assumes that NYSEG will
finance its increasing capital expenditure budget with a balanced
mix of debt and equity and will maintain sufficient liquidity
levels throughout the elevated spending period.

Further ratings upgrades would be considered if NYSEG were to
produce metrics of CFO pre-WC to debt in the mid- 20% range and
CFO pre-WC interest coverage nearing 5.0x, on a sustainable basis
and without the one-time effects of beneficial tax impacts that
the company has enjoyed in recent years.

NYSEG's ratings would be negatively impacted if there is
unsupportive regulatory treatment at the end of its current rate
plan, or if its corporate finance policies resulted in lower
financial metrics, such that CFO pre-WC to debt and CFO pre-WC
interest coverage were to fall below the high teens range and
4.0x, respectively, for a sustainable period, or if the company
were to have a compromised liquidity position.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2009.

NYSEG is a subsidiary of Iberdrola USA, which is a wholly-owned
subsidiary of Iberdrola S.A. and conducts regulated electric and
gas transmission and distribution activities in upstate New York.
NYSEG is headquartered in Binghamton, New York.


OLD REPUBLIC: Fitch Puts 'BB-' Rating on $550MM Notes on Watch Pos
------------------------------------------------------------------
Fitch Ratings has placed the ratings of Old Republic International
Corporation's (ORI) and its insurance company subsidiaries on
Rating Watch Positive.  The ratings were previously on Rating
Watch Negative, where they had been placed on Jan. 25, 2012.

The Rating Watch reflects ORI's recently announced plan to spin
off of its wholly owned subsidiary, Republic Financial Indemnity
Group, Inc. (RFIG).  RFIG combines ORI's mortgage insurance and
consumer credit indemnity (CCI) lines.  A successful spin-off
would mitigate Fitch's concern regarding a potential covenant
breach under ORI's debt obligations and eliminate the cash drain
related to RFIG.

Fitch anticipates that ORI's debt rating will be upgraded to
investment grade assuming the spin-off occurs as specified, and
that subsidiary Insurer Financial Strength (IFS) ratings will
likely be upgraded by one notch.

On May 21, 2012, ORI announced that RFIG sold a 20.6% common
equity interest to a group of investors in a partial leveraged
buyout (LBO).  In addition, ORI has announced its plans to spin
off substantially all of its RFIG common stock holdings as a
taxable dividend in-kind to ORI shareholders.  The planned sales
price and other details will be disclosed in an SEC filing in the
next few days, according to management.

Christopher Nard, president of ORI, led the partial LBO. Mr. Nard
will become President and CEO of a publicly traded RFIG and will
consequently relinquish his role at ORI. R. Scott Rager, president
of Old Republic General Insurance Company, will assume additional
responsibilities as ORI's president.

Once all phases of the spin-off are completed, Fitch believes that
liquidity concerns at ORI will be diminished significantly,
especially the expected elimination of debt acceleration risk.  On
Jan. 30, 2012, Fitch downgraded ORI's debt ratings due to concerns
the company could violate a collateral covenant linked to its
troubled mortgage insurance subsidiary.

In addition, ORI has taken action to improve its financial
leverage.  On May 12, 2012, ORI redeemed its $316 million 8%
convertible senior notes at maturity using holding company funds.
Following the repayment, the company's debt to capital ratio is
approximately 14.7%.

ORI's property/casualty and title insurance businesses continue to
demonstrate strength. Property/casualty operations reported a
97.4% combined ratio for first quarter 2012 compared with 98.1% in
the prior year period.  CCI losses affected results by 1.7 and 4.1
percentage points, respectively.  A DAC charge related to new
accounting rules added 1.9 percentage points to the combined ratio
in 2012.

ORI retains litigation exposure related to the CCI product as well
as credit risk associated with its reinsurance agreement with an
RFIG unit.  Fitch's ratings assume some capacity to absorb future
losses related to this product.

ORI's title insurance operations remain strongly capitalized with
improved underwriting results.  The segment reported a combined
ratio of 98.7% for first quarter 2012 compared with 100.8% in the
prior year period.  While capitalization remains at an acceptable
level, continued growth could lead to deterioration in risk-based
capital and operating leverage.

Fitch plans to review ORI's ratings following the completion of
this transaction, which is expected to take place in mid-July.

Fitch has placed the following ratings on Rating Watch Positive:

Old Republic International Corp.

  -- IDR 'BB';
  -- $550 million 3.75% senior notes due March 15, 2018 'BB-'.

Bituminous Casualty Corp.
Bituminous Fire & Marine Insurance Co.
Great West Casualty Co.
Old Republic Insurance Co.
Old Republic Lloyds of Texas
Old Republic General Insurance Co.
Old Republic Surety Co.
Manufacturers Alliance Insurance Co.
Pennsylvania Manufacturers' Association Insurance Co.
Pennsylvania Manufacturers Indemnity Co.
American Guaranty Title Insurance Co.
Mississippi Valley Title Insurance Co.
Old Republic National Title Insurance Co.

  -- IFS at 'A-'.


OPTIMUMBANK HOLDINGS: Six Directors Elected at Annual Meeting
-------------------------------------------------------------
OptimumBank Holdings, Inc., held its 2012 annual meeting of
shareholders on April 24, 2012.  The shareholders voted to elect
the six nominees for director, namely:

   (1) Moishe Gubin;
   (2) Sam Borek;
   (3) Richard L. Browdy;
   (4) Seth Gillman;
   (5) Wendy Mitchler; and
   (6) Robert Acri.

The shareholders voted to ratify the appointment of Hacker,
Johnson & Smith PA as the Company's independent auditor for fiscal
year 2012.

                     About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

The Company reported a net loss of $3.74 million in 2011, compared
with a net loss of $8.45 million in 2010.

The Company's balance sheet at March 31, 2012, showed $152.93
million in total assets, $144.76 million in total liabilities and
$8.17 million in total stockholders' equity.

                   Regulatory Enforcement Actions

On April 16, 2010, the Bank consented to the issuance of a Consent
Order by the Federal Deposit Insurance Corporation and the State
of Florida Office of Financial.  The Consent Order covers areas of
the Bank's operations that warrant improvement and imposes various
requirements and restrictions designed to address these areas,
including the requirement to maintain certain minimum capital
ratios.  Management believes that the Bank is currently in
substantial compliance with all the requirements of the Consent
Order except for the following requirements:

   * Scheduled reductions by Oct. 31, 2011, and April 30, 2012, of
     60% and 75%, respectively, of loans classified as substandard
     and doubtful in the 2009 FDIC Examination;

   * Retention of a qualified chief executive officer and chief
     lending officer; and

   * Development of a plan to reduce Bank's concentration in
     commercial real estate loans acceptable to the supervisory
     authorities.

The Bank has implemented comprehensive policies and plans to
address all of the requirements of the Consent Order and has
incorporated recommendations from the FDIC and OFR into these
policies and plans.


OSI RESTAURANT: Signs Employment Agreement with David Deno
----------------------------------------------------------
OSI Restaurant Partners, LLC, announced the appointment of David
Deno, 54, as the Company's Executive Vice President and Chief
Financial Officer, commencing on May 7, 2012.  In connection with
Mr. Deno's appointment as Executive Vice President and Chief
Executive Officer, on May 15, 2012, the Company entered into an
Officer Employment Agreement with Mr. Deno, effective May 7, 2012,
which provides for an initial term of five years, subject to
automatic one year renewals thereafter unless the agreement is
terminated in accordance with its terms. Pursuant to the terms of
the Employment Agreement, Mr. Deno is entitled to receive an
annual base salary of $600,000 and is eligible for an annual bonus
based on achievement of performance objectives as set forth in the
Company's incentive program.  The target amount of the annual
bonus is 85% of Mr. Deno's base salary.  For the year 2012, Mr.
Deno will be eligible for the full-year program with a guaranteed
minimum payment equal to his target bonus (or $510,000), so long
as he remains an employee of the Company through the end of the
2012 calendar year.
Mr. Deno is entitled to a sign-on bonus of $425,000, less
applicable taxes. One-half of the sign-on bonus will be paid to
Mr. Deno on the date of his first paycheck from the Company, and
the other half will be paid six months after the start of his
employment with the Company.  If Mr. Deno voluntarily terminates
his employment with the Company or if the Company terminates Mr.
Deno's employment for cause (within the meaning given to such term
in the Employment Agreement) within 12 months following each
payment of the sign-on bonus, Mr. Deno is required to reimburse
the Company for such payment.

Mr. Deno will be entitled to reimbursement of reasonable costs
associated with his relocation to Tampa, Florida in accordance
with the Company's relocation policy.  Mr. Deno will be eligible
to participate in benefit programs offered by the Company to its
executives, which include personal time off, paid holidays,
medical benefits, and participation in the Company's non-qualified
deferred compensation plan.

If Mr. Deno's employment is terminated by the Company other than
for cause or if he resigns for good reason (within the meaning
given to such terms in the Employment Agreement), Mr. Deno will be
entitled to receive, subject to continued compliance with the
restrictive covenants contained in the Employment Agreement,
continued base salary for a period of 12 months.  Mr. Deno will be
subject to non-competition and non-solicitation restrictions for a
period of two years following any termination of his employment.
As previously announced, Dirk Montgomery, the Company's former
Executive Vice President and Chief Financial Officer, assumed the
role of Chief Value Chain Officer effective with the commencement
of Mr. Deno's employment.

                        About OSI Restaurant

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
Chairman Chris Sullivan took the company private in 2007.

The Company reported net income of $27.84 million on $3.62 billion
of total revenues for the year ended Dec. 31, 2010, compared with
a net loss of $54.40 million on $3.60 billion of total revenues
during the prior year.

The Company's balance sheet at March 31, 2012, showed $2.49
billion in total assets, $2.43 billion in total liabilities and
$58.54 million in total equity.

                           *     *     *

As reported by the TCR on April 19, 2012, Standard & Poor's
Ratings Services raised the corporate credit rating on casual
dining operator OSI Restaurant Partners LLC to 'B' from 'B-'.

"The ratings on Tampa, Fla.-based OSI Restaurant Partners LLC
reflect Standard & Poor's expectations that recent brand
revitalization initiatives and cost savings from productivity
improvements will contribute to further strengthening of credit
measures in 2012, despite commodity cost pressure and weak
consumer spending," said Standard & Poor's credit analyst Ana Lai.


PACIFIC GOLD: Incurs $1.4 Million Net Loss in First Quarter
-----------------------------------------------------------
Pacific Gold Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.38 million on $47,283 of total revenue for the three months
ended March 31, 2012, compared with a net loss of $219,295 on $0
of total revenue for the same period during the prior year.

The Company reported a net loss of $1.38 million in 2011, compared
with a net loss of $985,278 in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.64 million in total assets, $5.16 million in total liabilities,
and a $3.51 million total stockholders' deficit.

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

                        http://is.gd/jagj4M

                        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.

For 2011, 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.


PAPERWORKS INDUSTRIES: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B-' corporate credit rating, on Philadelphia-based PaperWorks
Industries Holding Corp. (PaperWorks). The rating outlook is
negative.

"At the same time, we raised our issue-level ratings on the
company's senior secured term loan credit facilities to 'B' (one
notch higher than the corporate credit rating) from 'B-' and
revised our recovery ratings to '2' from '3', indicating our
expectation of substantial recovery (70% to 90%) in the event of
default," S&P said.

"We removed all ratings from CreditWatch, where they were placed
with negative implications on Feb. 6, 2012," S&P said.

"The rating affirmation reflects our view of the company's 'highly
leveraged' financial risk, 'less than adequate' liquidity and
'weak' business risk," said Standard & Poor's credit analyst
Tobias Crabtree. "The negative rating outlook reflects our
expectation that the company's covenant cushion is likely to
remain tight over the upcoming quarters and credit measures are
likely to remain weak for the 'B-' corporate credit rating over
the near-term. The issue-level and recovery ratings revisions
reflect the lower amount of term loan debt outstanding following
prepayment of the term loan."

"Our assessment of the company's highly leveraged financial risk
profile is based on our view of the private-equity owned company's
limited expected near-term free cash flow generation due to an
aggressive capital-investment strategy, debt-financed acquisition
growth strategy, and expectations that funds from operations (FFO)
to debt is likely to be below 12% over the upcoming quarters," S&P
said.

"Our assessment of the company's weak business risk profile
results from its modest size relative to significantly larger and
more-diversified paperboard and folding cartons competitors,
participation in the competitive and fragmented folding carton
industry, lower profitability relative to more-integrated peers,
and customer concentration. These factors are partially tempered
by relatively recession-resistant demand from consumer end markets
and contractual pass-through of raw material price fluctuations
for a majority of its customers. Our ratings also incorporate
integration risks related to the company's Rosmar Packaging Corp.
and Manchester Industries acquisitions in light of the sizeable
expansion to PaperWorks existing operations," S&P said.

"Over the upcoming quarters, we expect limited demand growth and a
competitive pricing environment for the company's folding carton
and paperboard products, based on our baseline scenario for a
gradual improvement in overall economic conditions over this
period. Despite competitive industry operating conditions, we
expect cost reduction and performance improvement initiatives,
as well as ongoing benefits related to the integration of the
Rosmar and Manchester acquisitions to result in PaperWorks' 2012
EBITDA materially improving from 2011 levels. PaperWorks does not
publicly disclose its financials," S&P said.

"Private-equity owned PaperWorks operates within the highly
competitive and fragmented $9 billion paperboard folding carton
market where it faces several significantly larger and diversified
competitors. PaperWorks has some degree of customer concentration,
with the largest customer representing about 14% of its total
sales. However, the company benefits from various end markets,
such as personal care, household, and fabric care, which are
consumer-oriented with stable demand characteristics. EBITDA
margins are lower than its more-integrated peers (operating
margins in the paperboard segment are lower than those of the
folding carton segment)," S&P said.

"The negative rating outlook reflects our view of PaperWorks' thin
covenant cushion and weak credit measures over the upcoming
quarters. We could lower the ratings if an improvement in EBITDA
were not to occur over the next several quarters, which we believe
could cause negative free cash flow and liquidity to tighten
considerably. This could come about from customer losses or if
input costs, especially for recycled fiber, increase significantly
and sales price were to decline from our anticipated levels," S&P
said.

"If PaperWorks successfully executes on its planned operational
and performance initiatives including the integration of Rosmar
and Manchester, leading to improved earnings, increasing covenant
cushion, and consistent free cash generation, we could raise
ratings modestly. For a higher rating, we would expect the
company's credit measures to improve to the point where they are
more in-line with an aggressive financial risk profile and
adequate liquidity position, given our view of PaperWorks' weak
business risk profile. We would view adjusted leverage of between
4x and 5x and FFO to debt in the mid-teens range as levels
consistent with an aggressive financial risk profile," S&P said.


PATRIOT COAL: Moody's Reviews 'Caa1' CFR/PDR for Downgrade
----------------------------------------------------------
Moody's Investors Service placed Patriot Coal's Caa1 corporate
family rating and probability of default rating under review for
possible downgrade. In addition, the company's Caa2 senior
unsecured note rating was placed under review for possible
downgrade. The company's speculative grade liquidity rating of
SGL-4 was affirmed.

On Review for Possible Downgrade:

  Issuer: Patriot Coal Corporation

     Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently Caa1

     Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Caa1

     Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Caa2

Affirmation:

     Speculative Grade Liquidity Rating, SGL-4

Outlook Actions:

  Issuer: Patriot Coal Corporation

     Outlook, Changed To Rating Under Review From Stable

Rating Rationale

The review for downgrade is a result of the delay in finalizing
Patriot's new $625 million credit facility and the potential
implications on the company's liquidity position. The review will
focus on the steps the company is taking to ensure that it will
have adequate liquidity to support its business as well as the
results from the announced retention of an advisor to evaluate its
financing options.

The principal methodology used in rating Patriot Coal Corporation
was the Global Mining Industry Methodology published in May 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Patriot Coal Corporation is a producer of thermal coal and
metallurgical quality coal in the eastern U.S., with operations
and coal reserves in Appalachia and the Illinois Basin. Operations
consist of fourteen current mining complexes, which include
company-operated mines, contractor-operated mines and coal
preparation facilities. The Appalachia and Illinois Basin segments
consist of operations in West Virginia and Kentucky, respectively.
Patriot controls approximately 1.9 billion tons of proven and
probable coal reserves and ships coal to electric utilities,
industrial users, steel mills and independent coke producers. The
company generated $2.3 billion of revenues through the 12 months
ended March 31, 2012.


PHILADELPHIA ORCHESTRA: Files Plan to Exit Chapter 11
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Philadelphia Orchestra filed a reorganization
plan along with an explanatory disclosure statement on May 23. The
plan, when approved by creditors and the bankruptcy court, will
implement settlements with the musicians' union, the musicians'
pension plan, the Pension Benefit Guaranty Corp. and the Kimmel
Center, where the orchestra performs.

According to the report, at a cost of $5.49 million to be raised
from the orchestra's board, the plan disposes of $100 million in
liabilities.  The orchestra spent $8.9 million in professional
fees and other costs of the Chapter 11 effort.  The orchestra has
virtually no secured debt.  For the $35.5 million claim resulting
from termination of the existing musicians' pension plan, the
pension fund will receive a $1.75 million cash payment under a
settlement agreement.  The PBGC will receive $1.3 million paid in
installments.  General unsecured creditors will receive 50% in
cash on claims totaling about $555,000.

                    About Philadelphia Orchestra

The Philadelphia Orchestra -- http://www.philorch.org/-- claims
to be among the world's leading orchestras.  Bloomberg News says
the orchestra became the first major U.S. symphony to file for
bankruptcy protection, surprising the music world.

Previous conductors include Fritz Scheel (1900-07), Carl Pohlig
(1907-12), Leopold Stokowski (1912-41), Eugene Ormandy (1936-80),
Riccardo Muti (1980-92), Wolfgang Sawallisch (1993-2003), and
Christoph Eschenbach (2003-08). Charles Dutoit is currently chief
conductor, and Yannick Nezet-Seguin has assumed the title of music
director designate until he takes up the baton as The Philadelphia
Orchestra's next music director in 2012.

The Philadelphia Orchestra Association, Academy of Music of
Philadelphia, Inc., and Encore Series, Inc., filed separate
Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 11-13098 to
11-13100) on April 16, 2011. Judge Eric L. Frank presides over
the case.  The Philadelphia Orchestra Association is being advised
by Dilworth Paxson LLP, its legal counsel, and Alvarez & Marsal,
its financial advisor.  Curley, Hessinger & Johnsrud serves as its
special counsel.  Philadelphia Orchestra disclosed $15,950,020 in
assets and $704,033 in liabilities as of the Chapter 11 filing.

Encore Series, Inc., tapped EisnerAmper LLP as accountants and
financial advisors.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven members to the official committee of unsecured creditors in
the Debtors' case. Reed Smith LLP serves as the Committee's
counsel.

The orchestra postpetition signed a new contract with musicians
and authority to terminate the existing musicians' pension plan.


PLANTATION HOME: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Plantation Home Outlet, LLC
        974 Hwy 51 North
        Covington, TN 38019

Bankruptcy Case No.: 12-25315

Chapter 11 Petition Date: May 22, 2012

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

Judge: Jennie D. Latta

Debtor's Counsel: William A. Cohn, Esq.
                  THE COHN LAW FIRM
                  291 Germantown Bend Cove
                  Cordova, TN 38018
                  Tel: (901) 757-5557
                  E-mail: info@cohnlawfirm.com

Scheduled Assets: $39,044

Scheduled Liabilities: $2,014,924

A copy of the Company's list of its seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/tnwb12-25315.pdf

The petition was signed by Michael Kent, chief executive officer.


PMI GROUP: Ernst & Young OK'd as Financial Reporting Advisor
------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized The PMI Group Inc., to employ
Ernst & Young LLP as financial reporting advisor and tax service
provider effective as of April 14, 2012.

As reported on the Troubled Company Reporter on May 7, 2012, the
Debtor engaged Ernst & Young, which has been providing services
pre-bankruptcy, pursuant to the terms and conditions set forth in
a master services agreement and statements of work issued under
the MSA.  Separate Statements of Work were issued for financial
reporting advice, bankruptcy tax services, and for preparation of
U.S. consolidated federal income tax return for the Debtor and its
affiliated companies.

For tax compliance services, the firm will charge an $85,000 fixed
fee.  For financial reporting services, the firm will charge at
its standard hourly rates:

     Title                             Rate Per Hour
     -----                             -------------
     Partner/Executive Director            $600
     Senior manager                        $540
     Manager                               $400
     Senior                                $330
     Staff                                 $200

For bankruptcy tax services, the firm will charge at these hourly
rates:

     Title                             Rate Per Hour
     -----                             -------------
     Partner/Principal/
        Executive Director             $725 - $885
     Senior manager                    $620 - $755
     Manager                           $550 - $670
     Senior                            $375 - $455
     Staff                             $210 - $255

The firm will also seek reimbursement of expenses and seek
indemnification.

Petrus D. Theron, a partner at Ernst & Young, attests the firm is
a "disinterested person" as that term is defined in Sec. 101(14)
of the Bankruptcy Code.  The firm says it is not owed any amount
for prepetition services.  No payments were made within the 90-day
period pre-bankruptcy.

                       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.


POINT PLEASANT: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Point Pleasant Beach Diner, Inc.
        dba Ocean Bay Diner
        1519 Richmond Ave
        Point Pleasant Boro, NJ 08742-3056

Bankruptcy Case No.: 12-23132

Chapter 11 Petition Date: May 22, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Marc C. Capone, Esq.
                  CAPONE AND KEEFE, PC
                  60 Highway 71, Unit 2
                  Spring Lake Heights, NJ 07762
                  Tel: (732) 528-1166
                  E-mail: mcapone@caponeandkeefe.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 13 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/njb12-23132.pdf

The petition was signed by Christopher Mitchel, president.


PROTEONOMIX INC: Delays Form 10-Q for First Quarter
---------------------------------------------------
Proteonomix, Inc., informed the U.S. Securities and Exchange
Commission that its Form 10-Q for the period ended March 31, 2012,
could not be filed within the prescribed time period because the
Company was unable, without unreasonable effort or expense, to
finalize its financial data within the prescribed period.

                         About Proteonomix

Proteonomix, Inc. (OTC BB: PROT) -- http://www.proteonomix.com/--
is a biotechnology company focused on developing therapeutics
based upon the use of human cells and their derivatives.

The Company reported a net loss applicable to common shares of
$1.38 million in 2011, compared with a net loss applicable to
common shares of $3.47 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.34 million
in total assets, $7.03 million in total liabilities, and a
$3.69 million total stockholders' deficit.

For the year ended Dec. 31, 2011, KBL, LLP, in New York, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has sustained significant operating losses and is currently in
default of its debt instrument and needs to obtain additional
financing or restructure its current obligations.


QUAMTEL INC: Delays Form 10-Q for First Quarter
-----------------------------------------------
Quamtel, Inc., was unable to file its quarterly report on Form
10-Q for the fiscal quarter ended March 31, 2012, by the
prescribed date of May 15, 2012, without unreasonable effort or
expense, because the Company needs additional time to complete
certain disclosures and analyses to be included in the Report.  In
accordance with Rule 12b-25 promulgated under the Securities
Exchange Act of 1934, as amended, the Company intends to file its
Report on or prior to the fifth calendar day following the
prescribed due date.

                        About Quamtel Inc.

Dallas, Texas-based Quamtel, Inc., is a communications company
offering, through its subsidiaries, a comprehensive range of
mobile broadband and communications products and services that are
designed to meet the needs of individual consumers, businesses,
government subscribers and resellers.  The Company's common stock
trades on the OTC Bulletin Board (OTC BB) under the symbol "QUMI."

In the audit report accompanying the 2011 financial statements,
RBSM LLP, in New York, New York, expressed substantial doubt about
Quamtel's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses in the current year and also in the past.

The Company reported a net loss of $4.49 million on $1.93 million
of revenues for 2011, compared with a net loss of $10.05 million
on $2.18 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.78 million
in total assets, $3.48 million in total current liabilities, and a
stockholders' deficit of $1.70 million.


QUANTUM FUEL: CEO and Chairman Resign; Delays Annual Meeting
------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., announced that
Alan P. Niedzwiecki, the Company's President and Chief Executive
Officer, and Dale L. Rasmussen, the Company's Executive Chairman
of the Board, resigned from their respective positions with the
Company and as members of the Company's board of directors,
effective immediately.

The Company also announced that W. Brian Olson, who had been
serving as the Company's Chief Financial Officer, was appointed to
serve as interim Chief Executive Officer and Bradley J. Timon, who
had been serving as the Company's Corporate Controller, was
appointed to serve as interim Chief Financial Officer.  The board
of directors will promptly commence a search for a permanent Chief
Executive Officer and Chief Financial Officer.

In connection with the resignations, the Company and each of Mr.
Niedzwiecki and Mr. Rasmussen entered into a Separation Agreement.
Per the terms of the Separation Agreements:

   (i) the Company will provide severance pay equal to one year
       base pay, or $725,000 for Mr. Niedzwiecki and $600,000 for
       Mr. Rasmussen, payable over six months in thirteen equal
       installments;

  (ii) the parties gave and received a broad release;

(iii) Mr. Niedzwiecki and Mr. Rasmussen each agreed to
       comprehensive restrictive covenants for a period of 24
       months including non-solicitation of employees and clients
       and non-interference in business relationships; and

  (iv) each of Mr. Niedzwiecki and Mr. Rasmussen has an obligation
       to protect confidential information of the Company and
       promptly return Company property.

In light of the events described above, the Company's 2012 Annual
Meeting of Stockholders has been rescheduled to Aug. 9, 2012, and
the record date was established as June 15, 2012.

                         About Quantum Fuel

Based in Irvine, California, Quantum Fuel Systems Technologies
Worldwide, Inc., is a fully integrated alternative energy company
and considers itself a leader in the development and production of
advanced clean propulsion systems and renewable energy generation
systems and services.

Quantum Fuel reported a net loss attributable to stockholders of
$38.49 million on $24.47 million of total revenue for the eight
months ended Dec. 31, 2011, compared with a net loss attributable
to stockholders of $6.52 million on $10.51 million of total
revenue for the same period a year ago.  The Company reported a
net loss of $11.03 million for the year ended April 30, 2011,
following a net loss of $46.29 million during the prior year.

The Company's balance sheet at March 31, 2012, showed
$51.54 million in total assets, $17.48 million in total
liabilities, and $34.06 million in total stockholders' equity.

Haskell & White LLP, in Irvine, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that Company incurred significant
operating losses and used a significant amount of cash in
operations during the eight months ended Dec. 31, 2011.


QUICK MED: Incurs $419,000 Net Loss in March 31 Quarter
-------------------------------------------------------
Quick-Med Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $418,846 on $198,300 of total revenues for the three
months ended March 31, 2012, compared with a net loss of $611,898
on $156,851 of total revenues for the same period during the prior
year.

The Company reported a net loss of $1.34 million on $717,259 of
total revenues for the nine months ended March 31, 2012, compared
with a net loss of $1.42 million on $789,385 of total revenues for
the same period a year ago.

The Company reported a net loss of $2.30 million on $1.04 million
of revenue for the fiscal year ended June 30, 2011, compared with
a net loss of $3.55 million on $993,943 of revenue during the
prior year.

The Company's balance sheet at March 31, 2012, showed $621,785 in
total assets, $8.34 million in total liabilities and a $7.72
million total stockholders' deficit.

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

                        http://is.gd/USP1oe

                          About Quick-Med

Gainesville, Fla.-based Quick-Med Technologies, Inc., is a life
sciences company focused on developing proprietary, broad-based
technologies in the consumer and healthcare markets.

After auditing the fiscal 2011 financial statements, Daszkal
Bolton LLP, in Boca Raton, Florida, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has experienced
recurring losses and negative cash flows from operations for the
years ended June 30, 2011, and 2010, and has a net capital
deficiency.


RADIO ONE: S&P Affirms 'B-' Corp. Credit Rating; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Lanham, Md.-based Radio One Inc.'s senior secured debt to '1' from
'2'. The '1' recovery rating indicates our expectation of very
high (90% to 100%) recovery for lenders in the event of a payment
default.

"We raised the issue-level rating on the debt to 'B+' (two notches
higher than the 'B-' corporate credit rating on the company) from
'B', in accordance with our notching criteria for a '1' recovery
rating," S&P said.

"The increase in our senior secured term loan's issue-level rating
and revision of our recovery rating reflect a slight improvement
in our 2013 simulated distressed valuation," said Standard &
Poor's credit analyst Michael Altberg. "The valuation increase
reflects modest gains in TV One's subscriber base and affiliate
revenues since our last valuation, and our expectation of
continued improvement over the intermediate term."

"We also affirmed all other issue-level ratings on Radio One's
debt, along with our 'B-' corporate credit rating on the company.
The rating outlook is negative," S&P said.

"The negative outlook reflects Radio One's thin margin of
compliance with financial covenants. In addition, we expect lower
discretionary cash flow in 2012 due to higher cash interest
payments, and we believe discretionary cash flow could turn
negative in 2013 if positive operating trends slow in radio," S&P
said.

"We could lower the rating if the company's cushion of covenant
compliance falls below 10%, and we expect an eventual breach due
to impending step-downs. More specifically, we could lower the
rating if EBITDA declines at a low-single-digit percent rate from
trailing-12-month levels without an expectation of a turnaround.
This scenario could occur if there is a reversal in operating
trends in the radio group due to weak ad demand and higher
marketing and programming expenses to support station reformatting
changes, and if these changes more than offset increased cash
distributions from TV One," S&P said.

"Conversely, an outlook revision to stable would likely involve
the company increasing EBITDA coverage of interest expense to at
least 1.3x, and rebuild and maintaining adequate liquidity and 15%
headroom against its financial covenants, either through EBITDA
growth or covenant relief," S&P said.


REDDY ICE: BDO USA Approved as Committee's Financial Advisors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the Official Committee in the Chapter 11 cases of Reddy
Ice Holdings, Inc. and Reddy Ice Corporation to retain BDO USA,
LLP as its financial advisors.

As reported in the Troubled Company Reporter on May 18, 2012, the
consulting firm of BDO USA, LLP, together with its subsidiaries,
agents, independent contractors and employees will, among other
things:

   a. analyze the financial operations of the Debtors pre- and
      postpetition, as necessary;

   b. analyze the financial ramifications of any proposed
      transactions for which the Debtors seek Bankruptcy Court
      approval including, but not limited to, postpetition
      financing, sale of all or a portion of the Debtors' assets,
      retention of management and/or employee incentive and
      severance plans; and

   c. conduct any requested financial analysis including verifying
      the material assets and liabilities of the Debtors, as
      necessary, and their values.

BDO is not owed any amounts with respect to prepetition fees and
expenses.

The hourly billing rates as of the date of the application are:

         Partners/Managing Directors          $475 - $795
         Directors/Sr. Managers/
            Sr. Vice Presidents               $375 - $525
         Managers/Vice Presidents             $325 - $425
         Seniors/Analysts                     $200 - $350
         Staff 1                              $150 - $225

To the best of the Committee's knowledge, BDO does not represent
any other entity having an adverse interest in connection with the
cases.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling
$434 million and total liabilities of $531 million.  The bulk of
the liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.  A hearing to approve the Disclosure
Statement and confirm the Plan has been set for May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.

The Official Committee is represented by Pachulski Stang Ziehl &
Jones LLP, and Cox Smith Matthews Incorporated.  The Committee
tapped BDO USA, LLP as its financial advisors.


REDDY ICE: Cox Smith Approved as Creditors Panel's Local Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the Official Committee in the Chapter 11 cases of Reddy
Ice Holdings, Inc. and Reddy Ice Corporation, to retain Cox Smith
Matthews Incorporated as its local counsel.

                          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 canceled 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.

The Official Committee is represented by Pachulski Stang Ziehl &
Jones LLP, and Cox Smith Matthews Incorporated.  The Committee
tapped BDO USA, LLP as its financial advisors.


REDDY ICE: Pachulski Stang Approved as Creditors Committee Counsel
------------------------------------------------------------------
the U.S. Bankruptcy Court for the Northern District of Texas
authorized the Official Committee in the Chapter 11 cases of Reddy
Ice Holdings, Inc. and Reddy Ice Corporation, to retain Pachulski
Stang Ziehl & Jones LLP as its counsel.

                          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 canceled and all Discount Notes
will be canceled.  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.

The Official Committee is represented by Pachulski Stang Ziehl &
Jones LLP, and Cox Smith Matthews Incorporated.  The Committee
tapped BDO USA, LLP as its financial advisors.


RESIDENTIAL CAPITAL: To Honor Employee Obligations
--------------------------------------------------
As of April 30, 2012, Residential Capital LLC and its affiliates
employ 3,625 employees, 3,575 of whom are full time employees, and
50 of whom are part-time employees.  There are approximately 280
Employees who earn wages primarily in the form of commissions.
The average monthly gross payroll for Employees for the trailing
13 pay cycles was $20.5 million.  The Debtors estimate that as of
the Petition Date there are no accrued but unpaid obligations
related to gross payroll, commissions and other compensation owed
to Employees.

The Debtors also retain approximately 375 independent contractors
for various business functions.  The Debtors' average monthly
payment for Contractors is approximately $2.15 million.  The
Debtors estimate that as of the Petition Date there are no accrued
but unpaid obligations related to Contractors.

The Debtors' prepetition employee obligations include accrued and
unpaid prepetition wages, salaries, commissions, variable pay,
bonuses and other cash and non-cash compensation claims owed to
current and former employees of the Debtors, contractors and
members of the board of directors.

A summary of the outstanding Employee Obligations as of the
Petition Date is as follows:

                                    Estimated
                                    Prepetition
Request                            Amounts
-------                            ------------
Wages, Salaries, Commissions                  -
and other Compensation

Non-compensation obligations
Other Non-compensation obligations
  * Paid Time Off                       $60,250
  * Holiday Time                              -
  * Sick Bank Time                            -
  * Leave Time                                -
  * Overtime                         De Miminis
Severance                             $180,778
Expense Reimbursement                        -
Relocation Benefits                          -
Benefit Obligations                          -

Workers' Compensation and
Personal Umbrella Liability Insurance         -

Retirement and Savings Plan
* Defined Contribution Plan                   -
* Employee's Retirement Plan for              -
  GMAC Mortgage Group LLC

Other Benefits
* Tuition Reimbursement                $100,000
* Adoption Assistance                         -

Employee Funded Other Benefits
* Dependent Life Insurance                    -
* Vision Plan                                 -
* Flexible Spending Accounts                  -
* Commuter Benefit Program                    -

Many of the compensation, benefit and variable pay programs
provided by the Debtors to their Employees and Contractors are
sponsored by or administered through or directly funded by Ally
Financial Inc.  The Debtors reimburse AFI for substantially all
amounts paid by AFI to Employees and to third party benefit
providers on behalf of the Debtors through direct cash transfers
to AFI in the normal course of business.  With respect to
severance, the Debtors expect that they will make approximately
$75,000 in severance reimbursement payments to AFI over the next
30 days.

Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, insisted that the continued services of the Employees are
critical to the maintenance of the Debtors' operations pending
the closing of the proposed sale and transitioning of the
business to Nationstar Mortgage LLC.  "The Debtors simply cannot
risk the potential damage that is likely to occur if payment of
the Prepetition Employee Obligations is delayed in light of the
relatively small amounts at issue," he maintained.

Against this backdrop, the Debtors sought and obtained the
Court's interim permission to:

  (A) Pay, honor, direct and reimburse, as applicable, all
      Prepetition Employee Obligations, including reimbursement
      of AFI for any costs that AFI has paid or will pay on
      account of the Prepetition Employee Obligations; provided,
      however, that any payments on account of Prepetition
      Employee Obligations will not exceed $11,725 to any single
      Employee or Contractor prior to entry of a final order.

      Notwithstanding that provision, the $11,725 cap will not
      apply to those commissions that do not become due until
      postpetition.

  (B) Reimburse Employees, Contractors and Directors for
      prepetition expenses incurred by such Employees,
      Contractors and Directors on behalf of the Debtors;

  (C) Honor all prepetition obligations to or on behalf of
      Employees for Benefit Plans, Retirement and Savings Plans
      and Other Benefits; and

  (D) Direct the payment of all related prepetition payroll
      withholding obligations and payroll-related taxes to the
      appropriate parties;

The Debtors are further authorized to continue to honor their
obligations, including any prepetition obligations, to Employees
for Business Expenses and Relocation Expenses in accordance with
the Debtors' policies and prepetition practices; provided, that
nothing in this Interim Order will permit the Debtors to
reimburse any Employees for prepetition Business Expenses in
excess of $1,000 without the prior consent of the Official
Committee of Unsecured Creditors.

The Debtors are also authorized to continue to honor obligations
or make necessary payments under the Debtors' employee
compensation programs and benefit plans arising postpetition.

Moreover, the Debtors are permitted to modify, change or
discontinue any of the plans, policies and procedures associated
with or giving rise to the compensation or benefit plans, and to
implement new plans, policies or procedures in the Debtors' sole
discretion without the need for further Court approval.

The Court also directed the Debtors' banks to receive, process,
honor and pay all of the Debtors' prepetition checks and honor
transfer requests on account of any of the Prepetition Employee
Obligations.  The Debtors are hereby authorized, if applicable,
to issue new postpetition checks or effect new postpetition fund
transfers on account of the Prepetition Employee Obligations to
replace any prepetition checks or fund transfer requests that may
be dishonored or rejected.

The final hearing to consider the Debtors' Motion is scheduled
for June 12, 2012.  Objections are due no later than June 5.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: To Pay Obligations to Customers
----------------------------------------------------
Before the Petition Date, Residential Capital LLC's mortgage
customers purchased certain services and financial products that
are provided by third parties.  Among other things, the Debtors
offered a credit monitoring service provided by a third-party
company that is not affiliated with any of the Debtors.  The
Debtors also offer various ancillary products related to
homeownership, including home warranties, mortgage accidental
death insurance and mortgage life insurance.  All of these
products are supplied by third party providers.

Under the Services Payment Conduit Program, the Debtors'
obligation to transfer Conduit Payments arises only after the
Debtors actually collect payment from customers.  However, the
Debtors only retain a portion of the funds collected from the
customers as an "administrative service fee," which is used to
compensate the Debtors and to offset the administrative expenses
associated with enrolling customers in the various services.  On
a monthly basis, the Debtors collect an average of $411,000 in
administrative service fees through participation in the Services
Payment Conduit Program.

The Debtors typically collect and remit to third party service
providers an average of $2.19 million in Conduit Payments on a
monthly basis.  As of the Petition Date, the Debtors estimate
that they have collected approximately $973,500 in Conduit
Payments from customers that they have not yet forwarded to third
party service providers.

It is critical to the Debtors' customer relations that they be
able to transfer these Conduit Payments from customers to the
third party service providers, Larren M. Nashelsky, Esq., at
Morrison & Foerster LLP, in New York, asserted.  If the
prepetition amounts are not transferred to the third party
service providers, these service providers may refuse to continue
providing services to the Debtors' customers, he pointed out.
Not only would interruption of service inconvenience customers
and result in a significant loss of goodwill, but it may also
undermine the value of the estate assets that the Debtors are
hoping to sell, he stressed.  Notably, the Debtors merely act as
a conduit; so, in effect, these amounts do not belong to the
Debtors' estates, he said.

Against this backdrop, the Debtors sought and obtained the
Court's permission to honor all prepetition obligations to act as
a payment conduit under the Services Payment Conduit Program,
thereby ensuring customer satisfaction and loyalty and
maintaining the Debtors' valuable businesses without interruption
throughout the duration of these Chapter 11 cases.

The Court also directed all banks and other financial
institutions on which checks to their customers or to third party
service providers are drawn to receive, process, honor and pay
all of those checks, whether presented before or after the
Petition Date.  The Debtors are permitted to issue replacement
checks postpetition on account of the Services Payment Conduit
Program to replace any prepetition checks that may be dishonored
or rejected.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: Wants Injunction Against Utilities
-------------------------------------------------------
Residential Capital LLC asked the U.S. Bankruptcy Court in
Manhattan to issue an order prohibiting utility companies from
discontinuing their services.

In court papers, Larren Nashelsky, Esq., at Morrison & Foerster
LLP, in New York, expressed concern the utility companies would
terminate their services following Residential Capital's
bankruptcy filing.

"If the utility companies refuse or discontinue service, even for
a brief period, the debtors' business operations would be
severely disrupted," Mr. Nashelsky said.

As of March 31, 2012, about 29 utility companies provide services
to Residential Capital and its affiliated debtors, which spend a
total of $1,173,000 each month on utility costs.

A list of th utility companies is available without charge at
http://bankrupt.com/misc/Rescap_UtilityCo.pdf

As assurance that each of the utility providers will get paid for
its future services, Residential Capital proposed to deposit into
a segregated bank account a sum equal to 50% of the average
aggregate monthly cost of the services used by the company and
its affiliated debtors.  The deposit will be maintained with a
minimum balance equal to 50% of the estimated average aggregate
monthly cost of utility services, which may be subject to
adjustments.

ResCap estimates the deposit will be approximately $590,000, based
upon a review of the monthly utility costs incurred prior to its
bankruptcy.

Any utility provider may file a notice of delinquency in case
Residential Capital fails to make a payment.  If it fails to cure
the delinquency or no one objects to the notice, Residential
Capital is required to remit to the utility provider the lesser
of the amount allocated in the deposit for the utility provider's
account as well as the amount of post-petition charges stated in
the notice.

Any utility provider which is not satisfied with the proposed
deposit may request an additional assurance of payment.  Such
requests will be addressed through a process, which Residential
Capital proposed to implement.

A copy of the proposed order detailing the proposed process is
available without charge at:

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

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

The ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RIVER CANYON: Files for Chapter 11 in Denver
--------------------------------------------
River Canyon Real Estate Investments LLC filed a Chapter 11
petition (Bankr. D. Colo. Case No. 12-20763) on May 23 in Denver.

The Debtor earned around $13 million from golf operations and real
estate development in 2008 until 2010.  The Debtor said in its
statement of financial affairs that income in 2011 and 2012 was
"unknown due to receivership."

According to the financial statement, Cordes & Company was named,
effective Oct. 15, 2010, as receiver for a 643 acre-real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

The property, which is located in the southwest Denver
Metropolitan area, is subdivided into 243 lots, golf course and
open space.  The Debtor sold 76 lots prepetition.  The Debtor owns
remaining unsold 166 lots, the golf course and the open space as
of the petition date.  The Debtor also purchased water tap
certificates for 37 of the unsold lots, leaving 119 unsold water
tap certificates.

The Debtor is represented by David Wadsworth, Esq., at Harvey
Sender, Esq., in Sender Wasserman, in Denver.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick owns most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.


ROBERTS HOTELS DALLAS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Roberts Hotels Dallas, LLC
          dba Courtyard by Mariott Stemmons
          dba Roberts Brothers Properties- Dallas
          dba Courtyard NW HWY at Stemmons
          dba Courtyard by Marriott Dallas
        1408 N. Kingshighway, Suite 300
        Saint Louis, MO 63113

Bankruptcy Case No.: 12-45017

Chapter 11 Petition Date: May 23, 2012

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen III

Debtor's Counsel: A. Thomas DeWoskin, Esq.
                  DANNA MCKITRICK, PC
                  7701 Forsyth, Suite 800
                  St. Louis, MO 63105
                  Tel: (314) 726-1000
                  E-mail: tdewoskin@dmfirm.com

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

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

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

The petition was signed by Mike Kirtley, chief operating officer.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Roberts Hotels Atlanta, LLC            12-44493   05/09/12
Roberts Hotels Houston, LLC            12-43590   04/16/12
Roberts Hotels Shreveport, LLC         12-44495   05/09/12
Roberts Hotels Spartanburg, LLC        12-43756   04/19/12
Roberts Hotels Tampa, LLC              12-44391   05/07/12


ROTECH HEALTHCARE: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Orlando, Fla.-based Rotech Healthcare Inc. to negative from
stable, and affirmed its 'B' corporate credit rating and related
issue-level ratings on the company. "The outlook revision results
from higher than expected declines in EBITDA and cash flow in the
first quarter of 2012. We expected no sequential improvement from
the fourth quarter of 2011, but Rotech's earnings and cash flow in
the first quarter continued to deteriorate. Our confidence in a
margin and cash flow improvement by mid-2012 has waned," S&P said.

"The ratings reflect Rotech's 'highly leveraged' financial risk
profile, including its negative cash flow and overall sensitivity
of credit metrics to the uncertain reimbursement environment.
Rotech's 'weak' business risk profile primarily reflects its
narrow operating focus and exposure to continued Medicare
reimbursement reductions for its products and services,
particularly for its nebulizer medication," S&P said.

"We still believe Rotech will benefit from increased patient
volume, but continued declines in nebulizer medication and
negative adjustments to revenue could offset any organic growth,
jeopardizing our base-case revenue expectation," said Standard &
Poor's credit analyst Tahira Wright. "Without revenue growth,
Rotech's high cost base and higher capital expenditures could
result in continued negative cash flows, eroding already slim cash
balances and reducing headroom under it performance-based covenant
for the revolving credit facility."


SEARCHMEDIA HOLDINGS: Incurs $13.4 Million Net Loss in 2011
-----------------------------------------------------------
Searchmedia Holdings Limited reported a net loss of $13.45 million
on $55.57 million of advertising services revenues in 2011, a net
loss of $46.63 million on $48.96 million of advertising services
revenues in 2010, and a net loss of $22.64 million on $37.74
million of advertising services revenues in 2009.

The Company's balance sheet at Dec. 31, 2011, showed $50.45
million in total assets, $63.90 million in total liabilities and a
$13.45 million total shareholders' deficit.

Peter Tan, CEO of SearchMedia, remarked, "SearchMedia has faced
significant challenges these past few years and with the renewed
support of the Frost Group and other strategic investors through
the recent $3 million convertible note financing, we see a
transformation in the prospects of the Company.  Major management
changes have taken place and are further anticipated.  We have
added Mr. Jeffrey Ren, an invaluable asset to the Board and we
hope to fortify our Board with highly regarded veterans from the
industry.  We embarked on major cost cutting measures in the first
quarter of 2012 and have taken a hardened stance against
noncompliant or underperforming subsidiaries as demonstrated by
the corporate actions described in recent announcements and
filings."

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

                        http://is.gd/vDOh39

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, expressed substantial
doubt about SearchMedia Holdings' ability to continue as a going
concern following the 2010 financial results.  The independent
auditors noted that the Company has suffered recurring net losses
from operations and has a working capital deficiency.

The Company reported a net loss of $46.6 million on $49.0 million
of revenues for 2010, compared with a net loss of $22.6 million on
$37.7 million of revenues for 2009.


SEARS HOLDINGS: Reports $194-Mil. Net Income in April 28 Qtr.
-------------------------------------------------------------
Sears Holdings Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $194 million on $9.27 billion of merchandise sales
and services for the 13 weeks ended April 28, 2012, compared with
a net loss of $174 million on $9.54 billion of merchandise sales
and services for the 13 weeks ended April 30, 2011.

The Company's balance sheet at April 28, 2012, showed $21.60
billion in total assets, $17.02 billion in total liabilities and
$4.57 billion in total equity.

Lou D'Ambrosio, Sears Holdings' Chief Executive Officer and
President, said, "We are pleased with the results for the first
quarter and our progress towards restoring profit growth and
transforming our Company.  Our actions were driven by a focus on
three core priorities: 1) enhancing financial and operational
discipline; 2) improving our core retail operations; and 3)
leading customer based innovation through integrated retail and an
engaging membership program, Shop Your Way Rewards.  I want to
thank all the associates at Sears Holdings for their commitment
and hard work in delivering the first quarter results."

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

                        http://is.gd/v3xU7P

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SHAW GROUP: Moody's Says Energy Business Sale No Rating Impact
--------------------------------------------------------------
Moody's Investors Service said The Shaw Group Inc.'s (Shaw, Ba1
stable) decision to sell most of its Energy and Chemical's
business to Technip for cash proceeds of $300 million is credit
positive as it will reduce the volatility of its earnings and
boost its liquidity. Shaw's ratings and outlook are unaffected by
the transaction.

Headquartered in Baton Rouge, Louisiana, The Shaw Group Inc. is a
diverse engineering, technology, construction, fabrication,
environmental and industrial services contractor. Annual revenues
total roughly $6 billion.


SILVERSUN TECHNOLOGIES: Incurs $708,000 Net Loss in 1st Quarter
--------------------------------------------------------------
Silversun Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $708,191 on $2.91 million of net total revenues for
the three months ended March 31, 2012, compared with net income of
$465,653 on $2.76 million of net total revenues for the same
period during the prior year.

The Company's balance sheet at March 31 2012, showed $1.64 million
in total assets, $2.48 million in total liabilities, all current,
and a $839,623 total stockholders' deficit.

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

                        http://is.gd/vzZWyo

                         About SilverSun

Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry.  SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software.  SWK  Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC."  SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.

As reported in the TCR on April 2, 2011, Friedman LLP, in East
Hanover, NJ, expressed substantial doubt about Trey Resources,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial accumulated deficits and
operating losses, and at Dec. 31, 2010, has a working capital
deficiency of approximately $5.1 million.


SINO-FOREST: Breached Ontario Securities Laws, OSC Staff Claims
---------------------------------------------------------------
Sino-Forest Corporation was informed that staff of the Ontario
Securities Commission commenced proceedings before the Commission
against the Company and six of its former officers, Allen Chan,
Albert Ip, Alfred Hung, George Ho, Simon Yeung and David Horsley.

In the notice of hearing and statement of allegations posted on
the OSC's website, OSC staff allege that the Company breached
Ontario securities laws and acted in a manner that is contrary to
the public interest by providing information to the public in
documents required to be filed or furnished under Ontario
securities laws which was false or misleading in a material
respect contrary to section 122 of the Ontario Securities Act and
by engaging or participating in acts, practices or a course of
conduct related to its securities which it knows or reasonably
ought to know perpetuate a fraud on any person or company contrary
to section 126.1 of the Act.  The alleged breaches of Ontario
securities laws relate, among other things, to the following
allegations:

  (a) the Company had undisclosed control over suppliers,
      authorized intermediaries and other nominee companies within
      the business model employed by the Company to buy and sell
      standing timber through its British Virgin Islands
      subsidiaries in the People's Republic of China (the "BVI
      Model");

  (b) the Company had an undisclosed dishonest process of creating
      deceitful purchase contracts and sales contracts and their
      key attachments to buy and sell standing timber to inflate
      assets and revenue; and

  (c) the Company had undisclosed internal control
      weaknesses/deficiencies that facilitated and concealed the
      fraudulent conduct of its British Virgin Islands
      subsidiaries, suppliers, authorized intermediaries and other
      companies who bought and sold assets in the BVI Model, and
      the dishonest creation of purchase contracts and sales
      contracts, including their key attachments.

OSC staff has made allegations against the Individual Respondents,
other than Mr. Horsley, consistent with those noted above.  In
addition, OSC staff has made certain additional allegations
against each of the Individual Respondents.

OSC staff has asked the OSC to consider whether it would be in the
public interest to make a number of orders, including that trading
in any securities of the Company cease permanently, that the
Company pay an administrative penalty of not more than $1 million
for each failure by the Company to comply with Ontario securities
law, that the Company disgorge to the OSC any amounts obtained as
a result of non-compliance with Ontario securities law, and that
the Company pay the costs of the OSC's investigation and the costs
of or related to any hearing before the OSC. OSC staff is also
seeking sanctions against the Individual Respondents.

As previously disclosed, on March 30, 2012, the Company obtained
an initial order from the Ontario Superior Court of Justice for
creditor protection pursuant to the provisions of the Companies'
Creditors Arrangement Act ("CCAA").  On April 16, 2012, the Court
extended the stay period under the Order to June 1, 2012. Neither
the CCAA nor the Order affects the OSC's investigation in respect
of the Company or an action, suit or proceeding that is taken in
respect of the Company by OSC staff or before the OSC. However,
both the CCAA and the Order prohibit for the duration of the CCAA
proceedings the enforcement by the OSC of any payment of an award
ordered by the OSC or any non-CCAA court.

On April 9, 2012, the Company announced that it had received an
"Enforcement Notice" from staff of the OSC. The Company also
announced that it had learned that Enforcement Notices were also
received by Messrs.  Chan, Ip, Hung, Ho, Yeung and Horsley.
Following review of the Enforcement Notice directed at the
Company, further discussions with staff of the OSC, together with
examination of issues identified in the Enforcement Notice
received by the Company, on April 17, 2012, Sino-Forest announced
that it had terminated the employment of Messrs. Hung, Ho and
Yeung, each of whom had previously been placed on administrative
leave from the Company, and that Mr. Ip, who had previously
resigned as an officer of the Company, would not serve as a
consultant to the Company.  The Company also announced that Mr.
Chan, who had previously resigned as Chairman, Chief Executive
Officer and Director but continued with the Company as Founding
Chairman Emeritus, had resigned from the Company and that Mr.
Horsley had resigned as the Company's Chief Financial Officer but
would continue as an employee of the Company, to assist with the
Company's restructuring efforts.

The Company is reviewing OSC staff's allegations and considering
what steps if any are appropriate for the Company to take in
response to the allegations in the circumstances of the CCAA
proceedings, the Order and the Company's limited financial
resources.

                      About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption. The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


SNOW ROAD FARM: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Snow Road Farm Holdings, LLC
        811 Ship St., #202
        Saint Joseph, MI 49085

Bankruptcy Case No.: 12-04947

Chapter 11 Petition Date: May 23, 2012

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: A. Todd Almassian, Esq.
                  KELLER & ALMASSIAN PLC
                  2810 East Beltline Ln, NE
                  Grand Rapids, MI 49525
                  Tel: (616) 364-2100
                  E-mail: ecf@kalawgr.com

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

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

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

The petition was signed by Paul Shukis, member.


SPANISH BROADCASTING: Appoints Albert Rodriguez to COO
------------------------------------------------------
Spanish Broadcasting System Inc. appointed Albert Rodriguez to
Chief Operating Officer effective May 16, 2012.  Mr. Rodriguez
will be responsible for the day-to-day operations of the Company
and will continue to oversee the revenue and profit performance of
the Company's consolidated operations, including radio,
television, interactive and entertainment divisions.

Mr. Raul Alarcon, Chairman/President/CEO of the Spanish
Broadcasting System, Inc., Board of Directors, stated, "The Board
unanimously agreed that Albert's track record and expertise make
him the ideal executive to lead SBS's future growth.  Albert has
over 22 years of relevant industry experience and has demonstrated
his highly-skilled leadership and strategic vision at SBS over the
past 13 years.  We are confident in Albert's ability to deliver on
SBS's goals and accelerate our growth as a leading multi-platform
media company in America."

"I am thrilled to take on the role of Chief Operating Officer,"
said Rodriguez.  "SBS has grown its competitive position while
continuing to serve and advocate for the important U.S. Hispanic
community.  I'm excited to lead a company with such tremendous
growth potential and look forward to continuing to work with such
an exceptional leadership team."
Prior to his appointment as Chief Operating Officer, Mr.
Rodriguez, age 47, was Chief Revenue Officer of the Company's
consolidated operations and General Manager of the Miami
television market since Jan. 3, 2011, Chief Revenue Officer of the
television segment and General Manager of the Miami television
market since Oct. 12, 2010, General Manager of the Miami
television market from Jan. 21, 2010, through Oct. 11, 2010, and
General Sales Manager for the Miami radio market from November
1999 through January 2010.

                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at Dec. 31, 2011, showed $501.51
million in total assets, $443.77 million in total liabilities,
$92.34 million in cumulative exchangeable redeemable preferred
stock and a $34.61 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


SPOT MOBILE: Disposes of Two Operating Subsidiaries
---------------------------------------------------
As a result of a default on Spot Mobile International Ltd.'s
senior secured note and operating losses to date, the Company has
incurred a working capital deficiency exceeding $6.6 million.  The
Company does not have sufficient cash to continue operations and,
following several months of negotiations, the Company was unable
to reach a settlement with its senior secured lender.  Due to
these circumstances and an inability to obtain alternative
financing, the Company was required to dispose of its two
operating subsidiaries.

On May 10, 2012, Mr. Prepaid, Inc., the Company's wholly-owned
subsidiary, executed a general assignment for the benefit of
creditors pursuant to Florida law in favor of Philip Von Kahle.
On May 11, 2012, a petition commencing the assignment for the
benefit of creditors was filed on behalf of the Assignee, with the
Circuit Court located in Miami-Dade County, Florida under case
number 12-18735 CA 30.  Pursuant to the assignment for the benefit
of creditors, all of the assets of Mr. Prepaid have been assigned
to the Assignee who will administer those assets in accordance
with Chapter 727 of the Florida Statutes.

As previously disclosed, on May 1, 2012, Spot Mobile Corp, the
Company's wholly-owned subsidiary received a notice of default
from a third party lender with respect to a Secured Promissory
Note, dated Sept. 16, 2011, executed by SMC in favor of the third
party lender.  SMC was unable to make timely payment of the
$1,345,000 principal amount, together with accrued interest, due
under the Secured Note.  The Secured Note was secured by a lien on
all of the assets of SMC and a pledge of the capital stock of SMC.
Due to SMC's inability to satisfy the amounts due under the
Secured Note and the lack of funds available to SMC in the
foreseeable future to pay those amounts, the Company's board of
directors determined that it was in the best interests of the
Company, in order to avoid the necessity, expense and
inconvenience of legal proceedings, to surrender to the third
party lender all of the outstanding capital stock of SMC in
satisfaction of all amounts due under the Secured Note.
Accordingly, effective May 11, 2012, all of the shares of SMC
capital stock were transferred to the third party lender and SMC
is no longer a subsidiary of the Company.

                        V. Ferraro Resigns

On May 14, 2012, Valerie Ferraro resigned from all of her
positions with the Company and its subsidiaries, including as a
member of the Board of Directors of the Company.  Ms. Ferraro's
resignation was effective immediately.  Ms. Ferraro's
determination to resign as an officer and director of the Company
was not due to any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.

On May 15, 2012, Matthew D. Liotta resigned as a member of the
Board of Directors of the Company.  Mr. Liotta's resignation was
effective immediately.  Mr. Liotta's determination to resign as a
director of the Company was not due to any disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.

                        About Spot Mobile

Spot Mobile, formerly Rapid Link Incorporated --
http://www.rapidlink.com/-- is a telecommunications services
company which, through its wholly owned subsidiary, provides
prepaid telecommunication and transaction based point of sale
activation solutions through 1,000 independent retailers in the
Eastern United States.  The Company also provides long distance
services and plans to expand its product offering to include
mobile and wireless services.

The Company reported a net loss of $4.53 million for the year
ended Oct. 31, 2011, compared with a net loss of
$3.56 million during the prior year.

The Company's balance sheet at Oct. 31, 2011, showed $1.66 million
in total assets, $6.83 million in total liabilities, and a
$5.17 million total shareholders' deficit.

After auditing the 2011 results, GHP Horwath, P.C., in Denver,
Colorado, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company reported a net loss of $4.54 million for the year
ended Oct. 31, 2011, and has a working capital deficiency and
shareholders' deficit of $6.62 million, and $11.09 million,
respectively, at Oct. 31, 2011.


SPRINGSTAR INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: SpringStar Inc.
          fdba SpringStar USA Inc
          fdba SpringStar LLC
        P.O. Box 2622
        Woodinville, WA 98072

Bankruptcy Case No.: 12-15395

Chapter 11 Petition Date: May 22, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Charles A Johnson, Jr., Esq.
                  LAW OFFICES OF CHARLIE JOHNSON
                  5413 Meridian Ave North
                  Seattle, WA 98103
                  Tel: (206) 632-8980
                  E-mail: charlie@charliejohnsonlaw.com

Scheduled Assets: $3,676,214

Scheduled Liabilities: $924,082

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wawb12-15395.pdf

The petition was signed by Michael Banfield, president, COO.


STAR VALLEY: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Star Valley Disposal, Inc.
        P.O. Box 1006
        Afton, WY 83110

Bankruptcy Case No.: 12-20522

Chapter 11 Petition Date: May 23, 2012

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Clark D. Stith, Esq.
                  CLARK D. STITH
                  505 Broadway
                  Rock Springs, WY 82901
                  Tel: (307) 382-5565
                  Fax: (307) 382-5557
                  E-mail: clarkstith@yahoo.com

Scheduled Assets: $512,917

Scheduled Liabilities: $1,058,031

A copy of the Company's list of its 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/wyb12-20522.pdf

The petition was signed by Guy Jacobson, partner.


STARLIGHT INVESTMENT: UK Proceeding Recognized by U.S. Court
------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York recognized Starlight Investments
Limited's Chapter 15 case as a foreign main proceeding pursuant to
Sections 1517(a) and (b)(1) of the Bankruptcy Code.  The UK
Proceeding is pending in the London, England.

The Joint Liquidators are responsible for administering the
liquidation of the Debtor and been authorized to serve as the
foreign representative with respect to the UK Proceeding within
the meaning of Section 101(24) of the Bankruptcy Code.

Starlight Investments is a company registered in the England and
Wales.  On July 15, 2008, James J. (Shay) Bannon, Mark J. Shaw and
Toby S. Underwood were appointed as joint administrative receivers
of Starlight Investments by Norwich Union Mortgage Finance
Limited, pursuant to a deed of legal charge between Starlight
Investments and Norwich, dated Aug. 30, 2002.  Norwich officially
changed its name to Aviva Commercial Finance Limited by its
shareholders passing a special resolution (75% majority) pursuant
to section 28 of the Companies Act of 1985, a UK statute.  On Dec.
30, 2010, Toby S. Underwood ceased to act as an administrative
receiver of Starlight Investments, leaving James J. (Shay) Bannon
and Mark J. Shaw as the joint administrative receivers of
Starlight Investments.  The Receivership Appointment coincided
with enforcement action being taken by Norwich in relation to
Starlight Investments' group.

On April 30, 2009, Starlight Investments was placed into
creditors' voluntary liquidation by a special resolution (75%
majority) of Starlight Investments' shareholders under section
378(2) of the Companies Act and section 84(1)(b) of the Insolvency
Act of 1986, and the Petitioners were appointed as Joint
Liquidators following resolutions of the Debtor's shareholders,
under section 100 of the Insolvency Act, and of the Debtors'
creditors, under section 98 of the Insolvency Act.

The Joint Liquidators have filed a notice of appointment of
liquidator with the Registrar of Companies for England and Wales,
pursuant to section 109(1) of the Insolvency Act.

The Liquidators of Starlight Investments filed a Chapter 15
petition (Bankr. S.D.N.Y. Case No. 12-11566) on April 16, 2012,
seeking recognition of the UK Proceeding as a "foreign main
proceeding" as defined in Bankruptcy Code section 1502(4) and
seeking other necessary relief in support of the UK Proceeding.
Judge Stuart M. Bernstein presides over the Chapter 15 case.
Timothy W. Walsh, Esq., at DLA Piper LLP (US), in New York, serves
as counsel of the foreign representative.  The Debtor is estimated
to have assets of US$100 million to US$500 million and debts of
US$500 million to US$1 billion.

The Stock is among the Debtor's last remaining property to be
liquidated in connection with the UK Proceeding.  The Stock
consists of 200,000 shares of Modigene common stock, a warrant to
purchase 50,000 shares of Modigene common stock, 200,000 shares of
WaferGen common stock and a warrant to purchase 60,000 share of
WaferGen common stock.  Shares of Modigene trade publicly on the
American Stock Exchange under the symbol PBTH and shares of
WaferGen trade publicly on the Over-the-Counter Bulletin Board
under the symbol WGBS.

As required by section 4(2) of the Securities Act of 1933, as
amended, 15 U.S.C. Sections 77a et seq., the Modigene Stock was
issued to the Debtor in a private placement transaction, pursuant
to a subscription agreement entered into between the Debtor and
Modigene, dated May 30, 2007.  The WaferGen Stock was issued to
the Debtor in a private placement transaction, also in compliance
with section 4(2) of the Securities Act, pursuant to a
subscription agreement entered into between the Debtor and
WaferGen, dated May 30, 2007.

The Stock has been held exclusively by the Debtor in the United
Kingdom since May 30, 2007.


STOCKBRIDGE/SBE INVESTMENT: S&P Gives 'B-' Rating on $300MM Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to Stockbridge/SBE Holdings LLC's (the same as its
corporate credit rating on parent Las Vegas-based Stockbridge/SBE
Investment Co. LLC  [SLS]) $300 million first-lien term loan due
2017. "We also assigned this debt a recovery rating of '3',
indicating our expectation of meaningful (50% to 70%) recovery for
lenders in the event of a payment default," S&P said.

"Additionally, we assigned our 'B-' corporate credit rating to SLS
and withdrew our preliminary corporate credit rating on
Stockbridge/SBE Holdings LLC. The rating outlook on SLS is
negative," S&P said.

The company plans to use proceeds from the credit facility, in
conjunction with $115 million in junior-priority financing to be
raised within the next six months and approximately $54 million in
sponsor equity, to:

  - fund the development, construction, and preopening costs for
    SLS Las Vegas;

  - establish an interest reserve to fund debt service during the
    construction period and the first six months following the
    opening; and

  - repay approximately $35 million of existing debt; and
    Fund transaction fees and expenses.

"Our 'B-' corporate credit rating on SLS reflects our assessment
of the company's business risk profile as 'vulnerable' and our
assessment of its financial risk profile as 'highly leveraged,'
according to our criteria," S&P said.

"Our business risk profile assessment reflects the property's
disadvantaged northern Las Vegas Strip location, a highly
competitive market with many well-established operators,"
explained Standard & Poor's credit analyst Michael Halchak, "and
the company's reliance on a single property for cash flow
generation."

"The negative rating outlook reflects our belief that the company
will be challenged to ramp up cash flow generation at the property
to a level sufficient to service the proposed capital structure.
While the rating incorporates a scenario in which the property
ramps up to the point that EBITDA generation in 2015 meets total
fixed charges under the proposed capital structure, this scenario
relies not just on strong execution by the management team, but
continued modest growth in gaming revenues and RevPAR on the Las
Vegas Strip. Given SLS' disadvantaged northern Strip location, a
highly competitive market with many well-established competitors,
and the vulnerability of new gaming projects to uncertain demand
and difficulties managing initial costs, the negative outlook
reflects the risks in achieving a sufficient ramp up in EBITDA to
meet fixed charges," S&P said.

"We would downgrade the company to the 'CCC' category if it needs
to raise any meaningful amount of junior debt at current market
interest rates, as we believe that, based on our performance
expectations, the capital structure would be unsustainable.
Additional downward rating pressure could result if the property
opens up materially worse than our expectations, or if
construction delays and cost overruns signal a potential liquidity
shortfall. A revision of the rating outlook to stable would
require a strong opening in 2014 and demonstration of an ability
to generate EBITDA sufficient to achieve EBITDA coverage of total
interest in excess of 1x," S&P said.


SUDDENLY BEAUTIFUL: Bankruptcy Case Dismissed
---------------------------------------------
The Hon. Mike K. Nakagawa dismissed Suddenly Beautiful Inc.'s
bankruptcy case.  Las Vegas, Nevada-based Suddenly Beautiful was
placed in bankruptcy after creditor M. Avila filed an involuntary
Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 12-10102)
on Jan. 5, 2012.  The petitioning creditor has appeared pro se in
the case.


SXC HEALTH: Moody's Assigns 'Ba2' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family and Ba3
Probability of Default rating to SXC Health Solutions Corp., the
holding company of pharmacy benefit management firm SXC Health
Solutions. At the same time, Moody's assigned a Ba2 to SXC's new
Term Loan A and revolver, proceeds from which will help finance
the acquisition of Catalyst Health Solutions, Inc. An SGL-2
Speculative Grade Liquidity Rating was assigned and the outlook is
stable. The transaction is expected to close during the first half
of 2012.

Ratings assigned

SXC Health Solutions Corp.

CFR at Ba2

PDR at Ba3

$1.1 billion Secured Term Loan A at Ba2 (LGD 3, 36%)

$700 million Secured Revolver at Ba2, (LGD 3, 36%)

Speculative Grade Liquidity Rating of SGL-2

Ratings Rationale

"Although its merger with Catalyst will provide better scale as a
middle-market PBM, SXC will face challenges in a rapidly changing
market, now dominated by two very large players," said Diana Lee,
a Moody's Senior Credit Officer. "Planned deleveraging should help
provide flexibility for ongoing acquisition activity," Lee
continued.

SXC's Ba2 CFR reflects Moody's expectations of moderate leverage
even as the company continues to pursue acquisitions, post-
integration of Catalyst. The Ba2 also incorporates anticipated
improvement in cash flow, aided by acquisition synergies and
recent new contract wins. Although pro-forma debt/EBITDA for the
combined companies for the twelve months ended March 31, 2012 is
estimated to be about 2.95 times without synergies (but excluding
integration costs for Walgreen Health Initiative and including a
full year of EBITDA for recent acquisitions), Moody's expects
rapid deleveraging as new contracts and synergies kick-in.
Challenges include small scale in a sector dominated by two much
larger PBMs, customer concentration and contract renewal risk, as
well as limited mail order and specialty drug service offerings.

The stable outlook reflects Moody's belief that SXC will focus on
deleveraging as it integrates Catalyst, providing cushion for
additional acquisitions. Debt/EBITDA is not expected to exceed 2.5
times and RCF/debt is expected to remain at a minimum at 30%.

Though not anticipated in the near term, a rating upgrade could be
considered if SXC successfully integrates Catalyst, reduces its
customer renewal risk and demonstrates a prudently financed
acquisition strategy going forward. EBITDA and cash flow
improvements resulting in debt/EBITDA that is sustained below 1.5
times and RCF/debt that is above 40%, could help support an
upgrade. If SXC does not deleverage as planned during the
integration period, or does not see anticipated improvements in
free cash flow, or if the company loses key contracts, or
profitability declines, the ratings could be downgraded.
Debt/EBITDA sustained above 2.5 times or RCF/debt that falls below
30% could result in a rating downgrade.

The SGL-2 rating reflects SXC's good liquidity profile,
characterized by free cash flow that can support operating and
capital needs and access to a reasonable-sized revolver, offset by
expectations of additional acquisition activity.

SXC Health Solutions, headquartered in Lisle, Illinois, is a
provider of pharmacy benefit management services and healthcare
information technology (HCIT) solutions to the healthcare benefit
management industry. On April 18, 2012, SXC and Catalyst Health
Solutions, another pharmacy benefit management company, agreed to
merge.

The principal methodology used in rating SXC Health Solutions was
the Global Distribution and Supply Chain Services Methodology
published in November 2011.


SXC HEALTH: S&P Gives 'BB' Corp. Credit Rating; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Lisle, Ill.-based pharmacy benefit management
(PBM) service and healthcare information technology (HCIT)
solutions provider SXC Health Solution Corp. At the same time, we
assigned a 'BBB-' issue-level rating to SXC's $1.8 billion senior
secured credit facility. The facility consists of a $700 million
revolver due 2017 and a $1.1 billion term loan A due 2017. The
senior secured recovery rating is '1', indicating our expectation
for very high (90%-100%) recovery in the event of payment default.
The rating outlook is stable," S&P said.

"The ratings on SXC Health Solutions Corp. reflect the company's
'fair' business risk profile (under our criteria), as evidenced by
its position as the fourth-largest provider of PBM services on a
pro forma basis. The company competes against much larger players
in an industry where scale matters, and SXC lacks a track record
of operating as a combined entity with Catalyst. However, SXC
should benefit from favorable industry trends such as an aging
U.S. population and the six year wave of generic drugs. The
acquisition of Catalyst will double SXC's revenues, thereby
improve negotiating leverage with drug manufacturers and retail
pharmacies. We believe SXC has an 'intermediate' financial risk
profile; we expect it to operate with debt to EBITDA of less
than 2.5x and funds from operations (FFO) to total debt in the 30%
to 45% range," S&P said.

"Our base-line expectations for SXC include 170% revenue growth in
2012 and low double-digit revenue growth in 2013," said Standard &
Poor's credit analyst Jesse Juliano. "While acquisitions will
account for much of this growth, we also expect SXC to benefit
from existing and future contract wins to drive above industry
organic growth. We believe SXC's PBM segment will be the key
driver of our ratings given its size and growth potential relative
to the HCIT business. Our base line assumptions for the PBM
industry include low-single-digit organic revenue growth in 2012
and 2013. We believe the still sluggish U.S. economy will pressure
drug utilization and growth in members covered by plan sponsor
clients, resulting in relatively low organic revenue growth for
the industry. Sales will be further pressured by the ongoing
conversion of branded drugs to generics, which hurts sales but
generally results in increased profits and cash flow. Pro forma
EBITDA margins of 4.2% excluding synergies should improve as the
company rationalizes its costs and improves its drug rebates and
pricing through increased scale. The wave of generic drugs,
increased use of mail-order drugs, and growing demand for
higher margin specialty drugs should also expand margins in 2012
and beyond. While customer pricing remains competitive in the
industry, we have assumed roughly 50 basis point of total margin
expansion due to realized synergies and industry trends by the end
of 2014."


TAYLOR, MI: Fitch Lowers Rating on Four Bond Classes to Low-B
-------------------------------------------------------------
Fitch Ratings downgrades the following ratings on Taylor,
Michigan's (the city) limited tax general obligations (LTGOs) and
implied unlimited tax general obligation bonds (implied ULTGO):

  -- $12.55 million LTGOs series 2004 and 2005 to 'BB' from
     'BBB+';

  -- $1.39 million Downtown Development Authority (DDA) Bonds
     series 2002 to 'BB' from 'BBB+';

  -- $16.59 million Brownfield Development Authority (BRDA) Bonds,
     series 2005 and 2006 to 'BB' from 'BBB+';

  -- Implied ULTGO rating to 'BB+' from 'BBB+'.

The Rating Outlook is Negative.

SECURITY

The LTGO bonds are secured by the city's full faith and credit
general obligation and its ad valorem tax pledge, subject to
applicable charter, statutory and constitutional limitations.

The Downtown Development Authority (DDA) TIFA bonds are secured by
the collection of tax increment revenues collected within the
Development Area.  As additional security the city has pledged its
full faith and credit subject to applicable constitutional,
statutory and charter limitations.

The Brownfield Development Authority (BRDA) TIFA bonds are secured
by the tax increment revenues captured from eligible property
within the Downtown Development Area as collected by the DDA.  As
additional security, the city has pledged its full faith and
credit subject to applicable constitutional, statutory and charter
limitations.

KEY RATING DRIVERS

PERSISTENT STRUCTURAL IMBALANCE: Three years of net deficits have
depleted general fund reserves and left the city with a negative
unrestricted general fund balance in fiscal 2011.  Projections for
fiscal 2012 indicate an additional net deficit.

DECLINING TAXABLE VALUE: Taxable value (TV) has declined notably
and further declines are expected.  Property taxes are the city's
main revenue source and the city is currently at its property tax
cap; revenue raising options are virtually non-existent.

CONTINGENT OBLIGATIONS NOW CITY RESPONSIBILITY: The general fund
is now obligated to support contingent obligations whose intended
repayment source has not materialized. General fund support of
these obligations is expected to continue to be needed over the
life of the obligations.

LIMITED FINANCIAL FLEXIBILITY: The one notch difference between
the LTGO and the implied ULTGO rating reflects the city's severely
limited financial flexibility, as evidenced by the negative
unrestricted general fund balance combined with the inability to
increase property taxes and raise revenues.

WHAT COULD TRIGGER A RATING ACTION

INABILITY TO RESTORE STRUCTURAL BALANCE: Management's inability to
reverse recurring deficits would apply additional pressure to the
city's already precarious financial position, possibly resulting
in further rating action.

DELAYED RECOVERY OF THE LOCAL ECONOMY: Declines in TV in excess of
current projections and the resulting declines in property tax
revenues would adversely affect the general fund and could result
in further rating action.

CREDIT PROFILE

NET DEFICITS HAVE LED TO NEGATIVE GENERAL FUND BALANCE

The city of Taylor's notable decline in financial flexibility is
due to management's inability to match expenditure reductions to
rapid declines in property tax revenues and state shared revenues.
This has resulted in multiple years of net deficits in the general
fund.  Audited fiscal 2011 results show the largest net deficit to
date, approximately $5 million, which has reduced the unrestricted
general fund balance (the sum of assigned, unassigned and
committed under GASB 54) to negative $1.7 million or -2.9% of
expenditures.  Projections for fiscal 2012 indicate an operating
deficit of $2.6 million, further decreasing the unrestricted
balance to negative $4.3 million or -10% of total expenditures.

The city's deficit reduction plan and adopted budget for fiscal
2013 indicate a return to net surplus operations in FY 2013 and
the achievement of a positive unrestricted general fund balance by
FY 2016.  As Taylor is at its maximum property tax rate and state
shared revenues are likely to remain flat, the return to positive
operations will be driven by expenditure cuts and labor contract
savings.  As outlined in the deficit reduction plan, expenditure
savings are expected through the implementation of a high
deductible health care plan for all employees and continued staff
reductions; fiscal 2013 staff reduction of approximately 65
positions will create savings of $2.6 million.  Fitch believes
that these reductions are achievable.

To temporarily restore liquidity in the general fund, city council
recently approved a short-term loan of up to $4 million from the
city's water fund.  The city has indicated that it will borrow as
needed and funds will be repaid using property taxes, due Sept.
30, by no later than Oct. 31, 2012.  The water fund had
approximately $7.3 million in cash and investments in FY 2011.

CONTINGENT OBLIGATIONS NOT SELF SUPPORTING

Financial operations face additional pressure due to general fund
exposure to the BRDA issues. The 2005A BRDA bonds were expected to
be self-supporting from tax revenue captured from the building of
approximately 200 homes.  The housing development was delayed, and
although the city is seeking a new developer for the project,
construction at the site is unlikely in the near term.  As a
result, the city has begun to subsidize repayment of the bonds in
fiscal 2012.  The general fund's potential subsidy represents
approximately 2% of general fund expenditures.

The 2006 BRDA bonds were also expected to be self-supporting,
however two out of the three projects generate insufficient
revenues.  While revolving funds are available to cover the
shortage at present, the full faith and credit of the general fund
is also pledged.  Total potential general fund subsidy for these
bonds (includes all three project areas) represents approximately
0.5% of general fund expenditures.

LOCAL ECONOMIC CONDITIONS REMAIN UNFAVORABLE

Property taxes account for just over one-half of the city's total
general fund revenue and TV has declined by over 25% since 2009.
The city is projecting a decline of 3% in 2013 and flat to
slightly increasing thereafter based on the county auditor's
projections.  Fitch believes these projections may be optimistic
given continued weakness in the housing market and the lagged
effect on TV.  Tax collection rates remain low at approximately
91% in fiscal 2010.  While it is the practice of Wayne County to
reimburse the city for all delinquencies at the end of each fiscal
year, the payment is subject to charge-backs if the county is
unable to collect the delinquent taxes or sell the property.  The
top 10 taxpayers comprise a moderate 10% of total TV.

Taylor is located in the 'downriver' area of metropolitan Detroit
and has strong ties to the auto industry which has led to a
difficult economic climate.  The general slowdown in the housing
market within the area and a significant amount of foreclosures
have put downward pressure on property values.  Unemployment has
improved; in February 2012 the rate was 8.1% which was below the
county (10.5%), the state (9.4%), and the nation (8.4%).  However,
the decline in unemployment was due partially to a 1.6% reduction
in the labor force.  Taylor's poverty rate was above average in
2010 at 17.4%, compared to the state at 14.8%, and the nation at
13.8%.

PENSION, OPEB & DEBT OBLIGATIONS MANAGEABLE IN NEAR TERM

Overall debt is moderate at $2,058 per capita and 4.2% of market
value.  The city has no plans to issue additional debt and
amortization is above average with 68% of total principal retired
within 10 years.  The city administers two defined benefit pension
plans covering nearly all police, fire, and general government
employees; court employees are covered by the state-run Municipal
Employee Retirement System (MERS).  Using Fitch's 7% rate of
return, MERS was adequately funded at 84% in fiscal 2010 while
both the city administered plans were under-funded at
approximately 65%.  Other post employment benefits are funded on a
pay-go basis; the unfunded actuarial accrued liability is high at
7% of the tax base market value.


TELKONET INC: Delays Form 10-Q for First Quarter
------------------------------------------------
Telkonet, Inc., was unable to finalize the terms of the renewal of
its engagement with its independent registered public accounting
firm by May 15, 2012.  As a result, the Company was unable to
obtain a final review of its quarterly report on Form 10-Q for the
quarter ended March 31, 2012, in time to file it by the prescribed
deadline without unreasonable effort and expense.  The delay in
finalizing the terms of the engagement renewal does not relate to
any disagreement with the Company's independent registered public
accounting firm on any matter of accounting principles or
practices, financial statement disclosure or similar matters.

The Company is working to finalize the terms of the engagement
renewal and expects to file the Form 10-Q by no later than the
fifth calendar day following the prescribed deadline, or May 21,
2012; however the Company can provide no assurance that it will be
able to file the Form 10-Q within such time period.

                           About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

The Company reported a net loss of $1.90 million in 2011,
compared with a net loss of $2.17 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed
$13.19 million in total assets, $4.58 million in total
liabilities, $2.36 million in total redeemable preferred stock,
and $6.24 million in total stockholders' equity.

Following the 2011 results, Baker Tilly Virchow Krause, LLP, in
Milwaukee, Wisconsin, noted that the Company continues to incur
significant operating losses, has an accumulated deficit of
$118.34 million and has a working capital deficiency of $775,000
that raise substantial doubt about the Company's ability to
continue as a going concern.


TITAN ENERGY: Delays Form 10-Q for First Quarter
------------------------------------------------
Titan Energy Worldwide, Inc., informed the U.S. Securities and
Exchange Commission that it will be delayed in filing its
quarterly report on Form 10-Q for the period ended March 31, 2012.
The Company said that the compilation, dissemination and review of
the information required to be presented in the Form 10-Q for the
relevant period has imposed time constraints that have rendered
timely filing of the Form 10-Q impracticable without undue
hardship and expense to the Company.

                        About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.
The Company reported a net loss of $3.43 million in 2011,
compared with a net loss of $3.67 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $5.61 million
in total assets, $8.29 million in total liabilities and a $2.67
million total stockholders' deficit.

The Company's consolidated financial statements have not been
audited as of Dec. 31, 2011, or for the year ended Dec. 31, 2011.
The Company was audited as of Dec. 31, 2010, and for year ended
Dec. 31, 2010, by its independent accounting firm which issued
their audit opinion on March 31, 2011.  The audit has not been
performed due to the cost and availability of cash required to pay
past due fees owed to the Company's independent accountant firm.

                           Going Concern

The Company incurred a net loss for the year ended Dec. 31, 2011,
of $3,435,009.  At Dec. 31, 2011, the Company had an accumulated
deficit of $33,364,735.  The Company said that these conditions
raise substantial doubt as to its ability to continue as a going
concern.


TOYS 'R' US: High Leverage Cues Fitch's 'B' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed its Issuer Default Ratings (IDR) for
Toys 'R' Us, Inc. and its various subsidiary entities at 'B'.  The
Rating Outlook is Stable.

The ratings reflect Toys' continued weak operating performance and
high leverage.  Fitch' expects that Toys' leverage (adjusted
debt/EBITDAR) could potentially creep up to the mid-6.0x range in
2013.  Coverage (operating EBITDAR/gross interest expense plus
rents) is expected to be in the range of 1.4x - 1.5x.  This
assumes low-single-digit decline in comps at both the domestic and
international segments, and flat to modest improvement in gross
margin. Fitch expects continued deleveraging of selling, general,
and administrative (SG&A) expenses.

Toys is facing significant debt maturities in 2013, primarily
including $400 million of unsecured notes at Toys 'R' Us, Inc.
(HoldCo) maturing April 2013 and $891 million in various European
real estate facilities between February and April 2013.  The
failure to address these maturities over the next three to four
months is likely to lead to downward pressure on the company's
ratings.

MAINTAINING MARKET SHARE AGAINST COMPETITION

Toys' share of the domestic and global toy industry has been
relatively stable, although pricing competition and promotional
pressures have intensified in a sluggish economic and consumer
environment.  While Toys is the only remaining national brick-and-
mortar specialty toy retailer in the U.S., it has muddled along
against the increasing competition from discounters and online
retailers for the more commodity-type toy products.

The cyclical downturn and hence weaker sales in the entertainment
category (mainly video game systems and electronics, accounting
for 12% - 13% of total sales), has particularly contributed to the
weakness.  In addition, there has been some pressure on the
overall juvenile category given the lowest birth rate in the U.S.
in 11 years.  Fitch recognizes, however, that Toy's e-commerce
growth, juvenile integration strategy, and increased penetration
of private brands have helped partially mitigate these challenges.
As a result, the company could continue to hold on to its share
over the next three to five years, but overall, Fitch expects
continued pressure on comps and EBITDA.

LIQUIDITY AND DEBT REFINANCING

Toys' weak top-line performance led to continued pressures on
EBITDA and free cash flow (FCF) generation.  The FCF position over
the last two years has also been adversely affected by the
continued challenge of managing working capital efficiently.
Besides some timing related issues, the company has gotten stuck
with excess inventory in the last two holiday seasons.  Toys is
looking to address some of these issues more aggressively this
year.  Assuming flat working capital going forward, Fitch expects
Toys to generate up to $250 million in free cash flow (FCF) in
2012 and $70 million - $100 million range thereafter.

Toys is facing significant debt maturities in 2013, primarily
including $400 million of unsecured notes at Toys 'R' Us, Inc.
(HoldCo) maturing April 2013 and $891 million in various European
real estate facilities between February and April 2013.  In
addition, Toys has modest amortization of U.S. term loans and
unsecured loans at its Toys 'R' Us - Japan entity in 2012.  Fitch
expects Toys will need to address the 2013 maturities primarily
through refinancing, which it has started to address with the
borrowings of a $225 million incremental term loan at Toys 'R' Us-
Delaware.  The $225 million term loan can be applied towards
refinancing the Holdco notes or the European real estate
facilities.

The European debt constitutes: (a) $81 million of French real
estate facility and $168 million of Spanish real estate facility
both due Feb. 1, 2013, and (b)$638 million of UK real estate
facilities due Apr. 7, 2013.

Given the still unfavorable conditions in the European CMBS
markets, Fitch believes the amount issued at the various European
entities will be materially less than the $900 million currently
outstanding.  As a result, any unrefinanced balance (after
applying the $225 million term loan) would need to be addressed
along with the $400 million unsecured notes maturing in April 2013
at the HoldCo level.

Assuming the successful refinancing of upcoming maturities, Toys
has adequate liquidity with $700 million of cash and cash
equivalents and $1.3 billion of availability under its various
revolvers as of Jan. 28, 2012.

RECOVERY ANALYSIS AND CONSIDERATIONS

The ratings on the specific securities reflect Fitch's recovery
analysis using a going concern approach. At the OpCo levels -
Toys-Delaware, Toys-Canada, and other international operating
companies - latest 12-month (LTM) EBITDA is stressed at 20%.
Fitch has assigned a 5.5x multiple to the stressed EBITDA, which
is consistent with the low end of the 10-year valuation for the
public space and Fitch's average distressed multiple across the
retail portfolio.  The stressed enterprise value (EV) is adjusted
for 10% administrative claims.

In allocating $2.0 billion of calculated stressed EV at Toys-
Delaware across the various tranches of debt, Fitch ascribes a
higher priority to the $1.85 billion senior secured asset-based
revolver (ABL) given its first lien on inventory and receivables
of Toys-Delaware and its domestic subsidiaries.  In allocating an
appropriate recovery, Fitch has considered the liquidation value
of these current assets at seasonal peak (at end of the third
quarter), corresponding to peak borrowings of $1.725 billion
($1.85 billion minus the $125 million in minimum excess
availability).  As a result, the facility is fully recovered and
is therefore rated 'BB/RR1'.

The $1.325 billion in Term B-1, B-2 and B-3 loans, and the $350
million 7.375% senior secured notes due 2016 at Toys-Delaware are
secured by a first lien on intellectual property rights and a
second lien on accounts receivable and inventory of Toys-Delaware
and its domestic subsidiaries.  Fitch considers the recovery value
for these debt to include (1) the excess EV at the Toys-Delaware
level (total EV minus liquidation value of assets to recover the
first lien ABL) and (2) residual EV from Toys-Canada (EV at Toys-
Canada level minus liquidation value of assets allocated to
recover the peak borrowings under the $200 million sub-facility
under the $1.85 billion ABL revolver in favor of Canadian
borrowers).  The excess EV at Toys-Delaware level is fully applied
toward the term loans and senior secured notes, while the residual
value from Toys-Canada is applied across the capital structure
(excluding the fully recovered revolver).  The recovery prospect
is in the range of 11% - 30% for the term loans and the secured
notes, which are rated 'B-/RR5'.

The 8.75% debentures due Sept. 1, 2021, have poor recovery
prospects and are therefore rated 'CCC/RR6'.

At the PropCo levels, Toys 'R' Us Property Co. I, LLC and Toys 'R'
Us Property Co. II, LLC, LTM net operating income (NOI) is
stressed at 15%.  The ratings on the PropCo notes reflect a
distressed capitalization rate of 12% applied to the stress NOI of
the properties to determine a going-concern valuation.  The
stressed rates reflect downtime and capital costs that would need
to be incurred to re-tenant the space. Based on these assumptions,
the $725 million 8.50% senior secured notes at PropCo II and $950
million 10.75% senior unsecured notes at PropCo I (on stressed NOI
of $163 million) result in recovery well in excess of 90%, and
therefore are rated 'BB/RR1'.  The PropCo I unsecured notes
benefit from a negative pledge on 351 properties while the PropCo
II notes are secured by 129 properties.  PropCo I and PropCo II
are set up as bankruptcy-remote entities with a 20-year master
lease covering all the properties, which requires Toys-Delaware to
pay all costs and expenses related to the ownership.

The $400 million 7.875% unsecured notes due April 15, 2013, and
the $400 million 7.375% unsecured notes due Oct. 15, 2018, benefit
from the residual value at PropCo I, which is a direct subsidiary
of HoldCo.  There is no residual value ascribed from Toys-Delaware
or other operating subsidiaries.  This results in average recovery
prospects of 31% - 50% and the bonds are therefore rated 'B/RR4'.

Fitch has affirmed Toys as follows:

Toys 'R' Us, Inc. (HoldCo)

  -- IDR at 'B';
  -- Senior Unsecured Notes at 'B/RR4'.

Toys 'R' Us - Delaware, Inc. is a subsidiary of HoldCo

  -- IDR at 'B';
  -- Secured Revolver at 'BB/RR1';
  -- Secured Term Loans at 'B-/RR5';
  -- Senior Secured Notes at 'B-/RR5';
  -- Senior Unsecured Notes at 'CCC/RR6'.

Toys 'R' Us Property Co. II, LLC is subsidiary of Toys 'R' Us -
Delaware, Inc.

  -- IDR at 'B';
  -- Senior Secured Notes at 'BB/RR1'.

Toys 'R' Us Property Co. I, LLC is a subsidiary of HoldCo

  -- IDR at 'B';
  -- Senior Unsecured Notes at 'BB/RR1'.

The Rating Outlook is Stable.


TRIBUNE CO: Senior Noteholders Says Court Erred in Settlement
-------------------------------------------------------------
Aurelius Capital Management, LP, on behalf of its managed
entities, and indenture trustees Deutsche Bank Trust Company
Americas Law Debenture Trust Company of New York object to the
confirmation of the Fourth Amended Joint Plan of Reorganization
for Tribune Company and its debtor-affiliates.

Aurelius and the Indenture Trustees for the Senior Notes continue
to assert that the DCL Plan unfairly discriminates against
holders of Senior Notes Claims in violation of Sections 510 and
1129(b)(1) of the Bankruptcy Code by extending the benefit of
subordination to creditors not contractually entitled to it --
including the holder of the Swap Claim -- and treating creditors
who are entitled to the benefit of subordination on a parity with
those who are entitled to such benefits.

The Senior Noteholders also continue to believe that the Court
erred in approving the Settlement, and that the DCL Plan, as
amended, remains unconfirmable.  ". . . [t]he DCL Plan is still
premised on a settlement that does not satisfy the lowest rung of
reasonableness and was neither negotiated nor proposed in good
faith," counsel to Aurelius, Daniel H. Golden, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, argues.

In prior rulings, the Court has found that the Settlement is
appropriate and has resolved the Allocation Disputes.  At this
juncture, the Senior Noteholders' remaining objections to
confirmation of the DCL Plan consist primarily of procedural or
discrete language-based objections to the DCL Plan in its current
form.

Aurelius' remaining objections are:

* The DCL Plan's provision for the payment of, among other
  things, the fees and expenses of the Senior Lenders and the
  Bridge Lenders without requiring such parties to demonstrate
  that (i) they have made a substantial contribution to the
  Debtors' cases as required by Section 503(b) of the Bankruptcy
  Code and (ii) the sought fees and expenses are reasonable
  pursuant to Section 1129(a)(4) renders the DCL Plan
  unconfirmable.  Indeed, the Senior Lenders and Bridge Lenders
  will be seeking the reimbursement of at least $72 million in
  fees and expenses, without submitting a fee application
  providing the Court with an opportunity to review the
  reasonableness of the sought amounts, Mr. Golden asserts.

* The DCL Plan's provision regarding the cancellation of the
  Senior Notes Indenture and the PHONES Notes Indenture should
  be modified to reflect unambiguously and unequivocally the
  intent of the DCL Plan to provide that the Indentures, the
  Senior Notes and the PHONES Notes survive for all purposes
  purposes relevant to the pursuit of the Preserved Causes of
  Action and the Disclaimed State Law Avoidance Claims against
  the state law defendants.

* The definitions of "Selling Stockholders" and "Disclaimed
  State Law Avoidance Claims" should be modified to reflect
  unambiguously and unequivocally the intent of the DCL Plan to
  aid in the pursuit of the Preserved Causes of Action and the
  Disclaimed State Law Avoidance Claims against the state law
  defendants.

* The Litigation Trust Confidentiality and Common Interest
  Agreement to be executed by the Reorganized Debtors and the
  Litigation Trustee should expressly provide for the transfer
  of all work-product, attorney-client and other privileges to
  the Litigation Trust to be utilized by the Litigation Trustee
  in connection with the prosecution of the Preserved Causes of
  Action for the benefit of all Litigation Trust Beneficiaries
  (including, where appropriate, waiving the applicable
  privilege with respect to any Privileged Information).

* The terms of the Litigation Trust Agreement should be modified
  to ensure the proper operation of the Litigation Trust for the
  benefit of all Litigation Trust Beneficiaries.

The Indenture Trustees' remaining objections are:

* The mechanics for plan distributions to the Senior Notes
  should be modified to ensure that Morgan Stanley Capital
  Services Inc. and its affiliates, including Morgan Stanley &
  Co., Inc., withdraw their Notes from Deutsche Bank prior to
  the Effective Date.

* The fee claims of the Senior Notes Indenture Trustee should be
  classified as an Other Parent Claim.

* The Swap Claim should be classified with other claims that are
  due in connection with the Credit Agreement in the Senior Loan
  Claims class.

* The DCL Plan should be modified to preserve the right of the
  Indenture Trustees to appeal an order of the Court and to
  enforce all contractual rights against parties other than the
  Debtors and released parties under the DCL Plan.

                June 7 Confirmation Hearing

Judge Kevin Carey scheduled the hearing to consider confirmation
of the Fourth Amended DCL Plan to commence on June 7, 2012.

Objections to confirmation of the Plan were due no later than
May 21, 2012.  The Debtors' deadline to file a brief in support
of the confirmation of the Plan is due on June 1.

At a hearing held on April 16, 2012, the bankruptcy judge said he
will approve the supplemental disclosure document after minor
changes regarding rules for the advisory board of a litigation
trust are made.  The litigation trust will pursue lawsuits arising
from the 2007 leveraged buyout of Tribune by Sam Zell.

There will be no more than three members of the Litigation Trust
Advisory Board and the initial members will be the members of the
Creditors' Committee that are or represent beneficiaries of
Litigation Trust Interests, including, without limitation,
Deutsche Bank Trust Company Americas, Wilmington Trust Company
and such other person to be disclosed with the Plan Supplement,
but excluding the Senior Loan Agent.

Judge Kevin Carey entered a formal order decreeing that the
disputes relating to how recoveries under Tribune's proposed
reorganization plan should be allocated are resolved for reasons
set forth in a memorandum opinion dated April 9, 2012.  Tribune
Chairman Samuel Zell came out the biggest loser in the wake of the
Court's decision.  Judge Carey determined that the Zell-controlled
EGI-TRB LLC Notes are at the bottom of Tribune's capital
structure.  Mr. Zell's claims ranked last in the Chapter 11
payments priority scheme, lagging behind holders of PHONES notes,
which are allowed in the aggregate amount of $759 million.

Mr. Zell, who called the buyout "deal from hell," put only $315
million of his own money at risk in the deal, the report noted.
In recent litigation, his investment venture attempted to get
equal footing with other low-ranking creditors when it comes to
sharing recovery, on the basis of a claim for $225 million, the
report noted.  The attempt failed, the report said.

Clean and blacklined copies of the Plan dated April 15, 2012, are
available for free at:

  http://bankrupt.com/misc/Tribune_Apr15Plan.pdf
  http://bankrupt.com/misc/Tribune_Apr15Plan_blacklined.pdf

Clean and blacklined copies of the Supplemental Disclosure
Document dated April 15, 2012, are available for free at:

  http://bankrupt.com/misc/Tribune_Apr15SDD.pdf
  http://bankrupt.com/misc/Tribune_Apr15SDD_blacklined.pdf

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: PHONES Notes Trustee Says 4th Plan Suffers Infirmities
------------------------------------------------------------------
PHONES Notes Trustee Wilmington Trust Company complains that the
Fourth Amended DCL Plan suffers from infirmities that require
modification before the Court grants confirmation.

William D. Sullivan, Esq., at Sullivan Hazeltine Allinson LLC, in
Wilmington, Delaware, argues that cancellation of the PHONES
Indenture under the Plan may permit certain parties to argue that
Wilmington Trust is precluded from continuing to assert
substantive rights under the PHONES Indenture, including pursuit
of its pending appeals of the Court's subordination
determinations, its contractual rights between non-debtor
entities, and its right to appoint a successor designee to the
Litigation Trust Advisory Board.  While the DCL Plan establishes
reserves for disputed claims, the DCL Plan also should establish
and mandate the use of reserves for recoveries to Holders of
Class 1J Claims if either or both of the PHONES' Notes Appeals is
successful, he avers.

Wilmington Trust also wants the DCL Plan to be modified to
clarify that its charging lien is preserved and applies to Cash
payable to Class 1J Litigation Trust Beneficiaries.  Likewise,
the DCL Plan should be amended to provide for payment or
reimbursement of fees and expenses incurred in connection with
the distributions to PHONES Noteholders on account of Class 1J
Litigation Trust Interests, the PHONES Trustee asserts.
Moreover, Wilmington Trust proposes to establish a post-
confirmation procedure to hear its Class IF Other Parent Claim
expeditiously.

In order to maximize the likelihood of success of the Litigation
Trustee's pursuit of the Preserved Causes of Action, certain
features of the DCL Plan and the Litigation Trust Agreement
should be amended to prevent undue influence over the Litigation
Trustee by the Reorganized Debtors, Mr. Sullivan says.  Among
other things, the Litigation Trust should be free of financial
control imposed by the yet-to-be filed Litigation Trust Loan
Agreement, he asserts.  The Litigation Trust should also be free
from the Reorganized Debtors' control over privileged information
related to the Preserved Causes of Action, he adds.

                June 7 Confirmation Hearing

Judge Kevin Carey scheduled the hearing to consider confirmation
of the Fourth Amended DCL Plan to commence on June 7, 2012.

Objections to confirmation of the Plan were due no later than
May 21, 2012.  The Debtors' deadline to file a brief in support
of the confirmation of the Plan is due on June 1.

At a hearing held on April 16, 2012, the bankruptcy judge said he
will approve the supplemental disclosure document after minor
changes regarding rules for the advisory board of a litigation
trust are made.  The litigation trust will pursue lawsuits arising
from the 2007 leveraged buyout of Tribune by Sam Zell.

There will be no more than three members of the Litigation Trust
Advisory Board and the initial members will be the members of the
Creditors' Committee that are or represent beneficiaries of
Litigation Trust Interests, including, without limitation,
Deutsche Bank Trust Company Americas, Wilmington Trust Company
and such other person to be disclosed with the Plan Supplement,
but excluding the Senior Loan Agent.

Judge Kevin Carey entered a formal order decreeing that the
disputes relating to how recoveries under Tribune's proposed
reorganization plan should be allocated are resolved for reasons
set forth in a memorandum opinion dated April 9, 2012.  Tribune
Chairman Samuel Zell came out the biggest loser in the wake of the
Court's decision.  Judge Carey determined that the Zell-controlled
EGI-TRB LLC Notes are at the bottom of Tribune's capital
structure.  Mr. Zell's claims ranked last in the Chapter 11
payments priority scheme, lagging behind holders of PHONES notes,
which are allowed in the aggregate amount of $759 million.

Mr. Zell, who called the buyout "deal from hell," put only $315
million of his own money at risk in the deal, the report noted.
In recent litigation, his investment venture attempted to get
equal footing with other low-ranking creditors when it comes to
sharing recovery, on the basis of a claim for $225 million, the
report noted.  The attempt failed, the report said.

Clean and blacklined copies of the Plan dated April 15, 2012, are
available for free at:

  http://bankrupt.com/misc/Tribune_Apr15Plan.pdf
  http://bankrupt.com/misc/Tribune_Apr15Plan_blacklined.pdf

Clean and blacklined copies of the Supplemental Disclosure
Document dated April 15, 2012, are available for free at:

  http://bankrupt.com/misc/Tribune_Apr15SDD.pdf
  http://bankrupt.com/misc/Tribune_Apr15SDD_blacklined.pdf

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Zell's EGI-TRB Says 4th Plan Impairs Its Rights
-----------------------------------------------------------
Samuel Zell's EGI-TRB LLC, in its objection to confirmation of the
Fourth Amended DCL Plan, says it supports many aspects of the
Fourth Amended DCL Plan and looks forward to the Tribune Company
and its subsidiaries' swift emergence from Chapter 11.  However,
the Plan impairs EGI-TRB's rights in several important aspects,
David W. Carickhoff, Esq., at Blank Rome LLP, in Wilmington,
Delaware, complains on behalf of EGI-TRB.

Mr. Carickhoff argues that the Plan improperly subordinates EGI-
TRB as to distributions of avoidance action recoveries and
wrongly permits the PHONES noteholders to recover ahead of EGI-
TRB; both outcomes violate the plain terms of EGI-TRB's
subordination agreement and the PHONES Indenture.  While the
Court rejected EGI-TRB's position on subordination in its April
9, 2012 opinion, EGI-TRB reiterates its objections to preserve
its appellate rights, he states.  EGI-TRB also asks the Court to
order the Debtors to maintain reserves sufficient to pay EGI-
TRB's claims on an unsubordinated basis in the event that the
Court's ruling on subordination is overturned on appeal.

"The current Plan, like its unsuccessful predecessor, is not fair
and equitable or in the best interests of creditors and the
estate because it continues to permit a litigation trust to
expend estate assets pursuing meritless litigation against EGI-
TRB, provides for broad indemnification of the trustee of the
litigation trust, and provides no Court oversight of the
professionals retained by the litigation trust or the fees
incurred by those professionals," Mr. Carickhoff argues.  EGI-TRB
recognizes that the Court overruled these objections in its
October 31, 2011 opinion denying confirmation, but reasserts its
objections to preserve its appellate rights.

                June 7 Confirmation Hearing

Judge Kevin Carey scheduled the hearing to consider confirmation
of the Fourth Amended DCL Plan to commence on June 7, 2012.

Objections to confirmation of the Plan were due no later than
May 21, 2012.  The Debtors' deadline to file a brief in support
of the confirmation of the Plan is due on June 1.

At a hearing held on April 16, 2012, the bankruptcy judge said he
will approve the supplemental disclosure document after minor
changes regarding rules for the advisory board of a litigation
trust are made.  The litigation trust will pursue lawsuits arising
from the 2007 leveraged buyout of Tribune by Sam Zell.

There will be no more than three members of the Litigation Trust
Advisory Board and the initial members will be the members of the
Creditors' Committee that are or represent beneficiaries of
Litigation Trust Interests, including, without limitation,
Deutsche Bank Trust Company Americas, Wilmington Trust Company
and such other person to be disclosed with the Plan Supplement,
but excluding the Senior Loan Agent.

Judge Kevin Carey entered a formal order decreeing that the
disputes relating to how recoveries under Tribune's proposed
reorganization plan should be allocated are resolved for reasons
set forth in a memorandum opinion dated April 9, 2012.  Tribune
Chairman Samuel Zell came out the biggest loser in the wake of the
Court's decision.  Judge Carey determined that the Zell-controlled
EGI-TRB LLC Notes are at the bottom of Tribune's capital
structure.  Mr. Zell's claims ranked last in the Chapter 11
payments priority scheme, lagging behind holders of PHONES notes,
which are allowed in the aggregate amount of $759 million.

Mr. Zell, who called the buyout "deal from hell," put only $315
million of his own money at risk in the deal, the report noted.
In recent litigation, his investment venture attempted to get
equal footing with other low-ranking creditors when it comes to
sharing recovery, on the basis of a claim for $225 million, the
report noted.  The attempt failed, the report said.

Clean and blacklined copies of the Plan dated April 15, 2012, are
available for free at:

  http://bankrupt.com/misc/Tribune_Apr15Plan.pdf
  http://bankrupt.com/misc/Tribune_Apr15Plan_blacklined.pdf

Clean and blacklined copies of the Supplemental Disclosure
Document dated April 15, 2012, are available for free at:

  http://bankrupt.com/misc/Tribune_Apr15SDD.pdf
  http://bankrupt.com/misc/Tribune_Apr15SDD_blacklined.pdf

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: Former Directors Oppose Bar Order in 4th Amended Plan
-----------------------------------------------------------------
Several former directors and officers of the Debtors oppose
confirmation of the Fourth Amended DCL Plan, specifically its
concept of a "Bar Order," including its impressible releases and
injunction.

While acknowledging that the issues have already been decided
against them, the Former Directors and Officers reiterate their
objections in order to preserve them.  They also acknowledge the
effect of the Court's orders and opinions regarding the
Disclaimed State Law Avoidance Claims, but continue to object to
any proposed Plan that provides for a disclaiming of claims.

The Former Directors and Officers are Harry Amsden; Stephen
Carver; Dennis FitzSimons; Bob Gremillion; Don Grenesko; David
Hiller; Tim Landon; Tom Leach; Luis Lewin; Mark Mallory; Dick
Malone; Ruthellyn Musil; John Reardon; Scott Smith; John
Vitanovec; Kathy Waltz; and David Williams.  They are represented
by:

        Jeffrey C. Wisler, Esq.
        Marc 1. Phillips, Esq.
        CONNOLLY BOVE LODGE & HUTZ LLP
        The Nemours Building
        1007 N. Orange Street
        P.O. Box 2207
        Wilmington, DE 19899
        Telephone: (302) 658-9141
        Facsimile: (302) 658-0380
        E-mail: jwisler@cblh.com
                mphillips@cblh.com

F. Ashley Allen, Catherine M. Hertz, Michael D. Slason and Louis
J. Stancampiano, as defendants in certain adversary proceedings,
seek a modification of the Plan so that the Debtors' prepetition
indemnification and reimbursement obligations survive as to all
former directors, officers, or employees of the Debtors who are
subject of "Related Person Preference Actions," as the term is
defined in the Plan.  Limiting the survival of indemnification
obligations to only those directors, officers, and employees who
were employed on or after the Petition Date unfairly
discriminates against those directors, officers, and employees
who departed the Debtors' employ before the Petition Date but
have been subject to the same Adversary Proceedings as those
whose employment continued through the Petition Date, according
to the defendant D&Os.

Ms. Allen, et al., is represented by:

        Jesse N. Silverman, Esq.
        Catherine G. Pappas, Esq.
        DILWORTH PAXSON LLP
        One Customs House - Suite 500
        704 King Street
        Wilmington, DE 19801
        Telephone: (302) 571-9800
        Facsimile: (302) 571-8875
        E-mail: jsilverman@dilworthlaw.com
                cpappas@dilworthlaw.com

                June 7 Confirmation Hearing

Judge Kevin Carey scheduled the hearing to consider confirmation
of the Fourth Amended DCL Plan to commence on June 7, 2012.

Objections to confirmation of the Plan were due no later than
May 21, 2012.  The Debtors' deadline to file a brief in support
of the confirmation of the Plan is due on June 1.

At a hearing held on April 16, 2012, the bankruptcy judge said he
will approve the supplemental disclosure document after minor
changes regarding rules for the advisory board of a litigation
trust are made.  The litigation trust will pursue lawsuits arising
from the 2007 leveraged buyout of Tribune by Sam Zell.

There will be no more than three members of the Litigation Trust
Advisory Board and the initial members will be the members of the
Creditors' Committee that are or represent beneficiaries of
Litigation Trust Interests, including, without limitation,
Deutsche Bank Trust Company Americas, Wilmington Trust Company
and such other person to be disclosed with the Plan Supplement,
but excluding the Senior Loan Agent.

Judge Kevin Carey entered a formal order decreeing that the
disputes relating to how recoveries under Tribune's proposed
reorganization plan should be allocated are resolved for reasons
set forth in a memorandum opinion dated April 9, 2012.  Tribune
Chairman Samuel Zell came out the biggest loser in the wake of the
Court's decision.  Judge Carey determined that the Zell-controlled
EGI-TRB LLC Notes are at the bottom of Tribune's capital
structure.  Mr. Zell's claims ranked last in the Chapter 11
payments priority scheme, lagging behind holders of PHONES notes,
which are allowed in the aggregate amount of $759 million.

Mr. Zell, who called the buyout "deal from hell," put only $315
million of his own money at risk in the deal, the report noted.
In recent litigation, his investment venture attempted to get
equal footing with other low-ranking creditors when it comes to
sharing recovery, on the basis of a claim for $225 million, the
report noted.  The attempt failed, the report said.

Clean and blacklined copies of the Plan dated April 15, 2012, are
available for free at:

  http://bankrupt.com/misc/Tribune_Apr15Plan.pdf
  http://bankrupt.com/misc/Tribune_Apr15Plan_blacklined.pdf

Clean and blacklined copies of the Supplemental Disclosure
Document dated April 15, 2012, are available for free at:

  http://bankrupt.com/misc/Tribune_Apr15SDD.pdf
  http://bankrupt.com/misc/Tribune_Apr15SDD_blacklined.pdf

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIBUNE CO: To Streamline Business Units Upon Emergence
-------------------------------------------------------
Tribune Company is preparing to streamline its business units
upon exit from bankruptcy, Lynne Marek of Crain's Chicago
Business reported.

In early May, Tribune filed with the Court supplements to its
Chapter 11 Plan, including an outline of transactions that may be
undertaken by the Debtors for their primary business units,
including (i) broadcasting; (ii) publishing and (iii)
corporate/investments.

Under its broadcasting arm, Tribune proposes to form four new
entities to be holding companies of KTLA, LLC; KSWB, LLC; KDAF,
LLC; WPHL, LLC; WPMT, LLC; and KTXL, LLC.

For publishing, Tribune will create Tribune Media Services, Inc.
to form TMS News and Features, LLC.  TMS News and Features, LLC
will in turn form Los Angeles Times International, LLC. Tribune
contemplates to merge Patuxent Publishing Company with and into
Homestead Publishing Co.  In turn, Homestead will merge into The
Baltimore Sun Company and Virginia Gazette Companies, LLC with
The Daily Press, Inc.

Dan Wikel, a consultant at Huron Consulting Group LLC, says this
streamlined structure could make the assets more attractive to a
potential buyer by putting the good assets in one place and
carving out legacy costs, the report relayed.  Bill Brandt,
president of Development Specialists Inc., expressed doubts that
Tribune would keep the units together as shown in its failure to
generate significant profits from the combination of publishing-
broadcast units, the report said.  Mr. Brandt believes that in
Tribune's current situation, the parts are worth more than the
whole, the report added.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Tribune CRO Don Liebentritt said it is possible the media company
could emerge late in the third quarter of 2012.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIDENT MICROSYSTEMS: PwC LLP Approved to Prepare Income Tax
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Trident Microsystems, Inc., et al., to expand the scope of
employment of PricewaterhouseCoopers LLP to include income tax
preparation and transfer pricing analysis services, nunc pro tunc
as of March 28, 2012.

As reported by the Troubled Company Reporter on Feb. 13, 2012, the
Court granted the Debtors permission to employ PwC as the Debtors'
tax advisor and independent auditor, nunc pro tunc to the Petition
Date, with these hourly rates: partner at $650, senior managing
director at $650, directors at $550, managers at $475, senior
associates at $375, and associates at $275.

As reported in the TCR on May 1, 2012, the Debtors believe that
the expansion of PwC's employment is crucial to their efforts to
navigate through Chapter 11 and provide a maximum recovery to
their creditors.  Entry into the pricing services agreement is
critical to ensure that the Debtors' intercompany transactions
between non-debtor Trident entities have been set at the
appropriate levels for taxing purposes and to ensure that each
Trident entity is being charged the proper amount for services
provided by the other Trident entities.  Failure to properly
account for these fees could result in adverse tax consequences
and improperly affect the recovery available for the Debtors and
non-debtors.  PwC has historically provided both the transfer
Pricing Services and the Income Tax Services contemplated in the
engagement letters.

PwC will:

           a. prepare, and sign as preparer, the U.S. Corporation
              Income Tax Return Form 1120, s well as the required
              state corporate income tax returns for the tax year
              beginning Jan. 1, 2011, through Dec. 31, 2011, for
              the entities identified in the Income Tax Services
              Letter, and perform additional services that are not
              significant enough to require a separate engagement
              letter on an as-needed basis, like (i) providing
              advice, answers to questions and opinions on tax
              planning or reporting matters, and (ii) providing
              advice and assistance with respect to matters
              involving the IRS or other taxing authorities.  In
              completing the Income Tax Services, PwC will perform
              those tasks set forth in the Tax Services Letter;
              and

           b. prepare and deliver a transfer pricing documentation
              report in connection with certain agreed-upon
              intercompany transactions for the fiscal year ended
              Dec. 31, 2011.  In completing the Transfer Pricing
              Services, PwC will perform those tasks set forth in
              the Pricing Services Letter.

Upon execution of the Tax Services Letter, and following the
approval of the fees by the Court, the Debtors will pay to PwC a
flat fee of $99,500 for the Income Tax Services.  If additional
state tax returns are required, the fee will be adjusted at a rate
of $2,000 per state.  Additionally, the fee for Forms 5471 and
Forms 5472 will be $2,500.

If additional services are required, such as assistance with
recurring state and local tax planning issues and with dealing
with state and local taxing authorities, PwC will charge these
customary hourly rates:

              Partner                         $650
              Senior Managing Director        $650
              Director                        $550
              Manager                         $475
              Senior Associate                $375
              Associate                       $275

Upon execution of the Pricing Services Letter, and following the
approval of the fees by the Court, the Debtors will pay to PwC a
flat fee of $22,000 for the Transfer Pricing Services.

                    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.


UNION OF CANADA: In Liquidation, Transfers Policies to UL Mutual
----------------------------------------------------------------
Assuris announced on May 17, 2012, that The Union Life Mutual
Assurance Company (UL Mutual) has agreed to assume responsibility
for all the policies of Union of Canada Life Insurance, which was
ordered into liquidation February 2, 2012.

"On transfer of the policies, 99 per cent of the policyholders
will be fully protected," said Gordon Dunning, Assuris' President
and CEO. "For the one per cent of policyholders with benefits over
the Assuris limits, Assuris guarantees that these policyholders
will retain at least 85 per cent of their insurance benefits. This
includes death benefits, health expenses, cash values and monthly
income. Policyholders with deposit-type products, such as
accumulation annuities, that are over the Assuris limits will
retain at least $100,000 of their accumulated value."

Assuris is working closely with the liquidator, Grant Thornton
Limited, and UL Mutual to finalize arrangements and ensure the
timely transfer of the policies. "In the next couple of weeks,
each policyholder will receive a letter outlining how their
benefits are protected," Mr. Dunning said. "Policyholders are
advised to continue paying their premiums as usual to ensure there
is no interruption in their insurance coverage."

Policyholders who have questions regarding the protection provided
by Assuris can contact the Assuris Information Centre toll-free at
1-866-878-1225, which operates seven days a week, 24 hours a day.
They may also consult the Assuris website: www.assuris.ca.

Assuris is the not for profit organization that protects Canadian
policyholders in the event their life insurance company fails.
Founded in 1990, Assuris has protected almost three million
Canadians through four insolvencies.

UL Mutual is a mutual insurance company serving Quebecers since
1889. In the last several years, UL Mutual has expanded and is now
present across Canada. UL Mutual is a member of Assuris.


UNITED RETAIL: Deborah Paganis OK'd as Wind-Down Administrator
--------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court Southern
District of New York authorized The United Retail Group, Inc., et
al., to (a) employ AP Services, LLC, to provide the Debtors with a
wind-down administrator; and (b) employ Deborah Rieger-Paganis as
wind-down administrator.

As reported in the Troubled Company Reporter on May 11, 2012, the
Court approved the sale on April 4, 2012, and on April 13, the
conditions were satisfied to effectuate the sale of substantially
all of the Debtors' assets to Avenue Stores, LLC, formerly known
as Ornatus URG Acquisition, LLC and the sale closed.

The Debtors relate that as a result of the sale, all of the
Debtors' business operations have been turned over to the buyer,
however, the Debtors continue to have certain ongoing legal and
other management obligations with respect to the estates,
including to file sales and use tax returns and administer the
payment of such taxes in connection with continued going-out-of-
business sales, well as to administer payroll for certain
employees remaining with the Debtors for the duration of the wind
down.  Following the closing, the Debtors do not have any senior
management employees with the expertise to act on behalf of the
Debtors in winding down these estates.

In this relation, the Debtors determined that APS, a subsidiary of
AlixPartners, LLP -- which provided financial, restructuring, and
management advisory services pursuant to the agreement for
financial advisory and consulting services dated Jan. 27, 2012, --
was the best choice to provide interim management and wind-down
services to the Debtors.

APS will, among other things:

   a. develop a Disclosure Statement and Plan of Liquidation of
      the Debtors;

   b. assist in negotiations with stakeholders and their
      representatives relating to the resolution of items under
      the APA; and

   c. assist the Debtors in completing the business and financial
      aspects of their Chapter 11 cases, including review and
      approval of all final tax returns and other matters
      necessary to dissolve the corporate entities.

The Debtors intend that the services of APS will complement and
not duplicate the services rendered by any other professional
retained in the Chapter 11 cases.

The professionals anticipated to be assigned to the cases and
their hourly rates are:

   Ms. Rieger-Paganis, wind-down administrator         $715
   Holly Felder Etlin, supervising managing director   $920
   Nick Caputto, claims reconciliation                 $505

The hourly rates of other personnel are:

   Managing Directors                   $815 - $970
   Directors                            $620 - $760
   Vice Presidents                      $455 - $555
   Associates                           $305 - $405
   Analysts                             $270 - $300
   Paraprofessionals                    $205 - $225

AlixPartners received a $197,865 retainer, and will transfer the
AlixPartners retainer to APS pursuant to the management services
agreement.  Additionally, pursuant to the management services
agreement, invoiced amounts will be recouped against the
AlixPartners retainer.

To the best of the Debtors' knowledge, APS does not hold an
interest adverse to the Debtors.

                    About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.


UNITED STATES OIL: Delays Form 10-Q for First Quarter
-----------------------------------------------------
United States Oil and Gas Corp was unable to timely file its
quarterly report on Form 10-Q for the three months ended March 31,
2012, without unreasonable effort and expense.  The Company is
working with United Oil and Gas on issues regarding the audit of
United and relating to the Company's relationship with United and
hopes to have all remaining issues resolved soon.  The Company
represents that it does not expect that it will be able to file
the 2012 Q1 10-Q by the fifth calendar day following its
prescribed due date but endeavors to do so as soon as practicable.

                      About United States Oil

United States Oil and Gas Corp. OTC QB: USOG)
-- http://www.usaoilandgas.com/-- is an oil and gas products,
services and technology company headquartered in Austin, Texas.
Through its subsidiaries, the Company markets and distributes
refined oil and gas (diesel, gasoline, propane, high octane racing
fuels and lubricants) to wholesale and retail customers in the
United States.

The Company reported a net loss of $1.3 million in 2010 and a net
loss of $1.5 million in 2009.  The Company reported a net loss of
$2.37 million for the nine months ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2011, showed
$6.35 million in total assets, $7.43 million in total liabilities,
and a $1.07 million total stockholders' deficit.

As reported in the TCR on April 27, 2011, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about United States
Oil and Gas Corp.'s ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company has accumulated losses resulting in an
accumulated deficit as of Dec. 31, 2010.


VELO HOLDINGS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
V2V Holdings LLC filed with the U.S. Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $162,990,423*
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $573,350,703*
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0*
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $70,507,881*
                                 -----------      -----------
        TOTAL                   $162,990,423*    $643,858,584*

* plus undetermined amounts

Debtor-affiliates also filed their respective schedules,
disclosing:

   Company                       Assets         Liabilities
   -------                       ------         -----------
FreeScore, LLC                          $0*               $0*
Vertrue LLC                    $31,834,180*     $659,792,529*
FYI Direct Inc.                $13,733,694*      $20,905,577*
Coverdell & Company, Inc.      $27,071,827*       $2,182,757*
Velo Holdings Inc.              $6,740,637*         $100,000*
Interactive Media Group
   (USA) Ltd.                           $6*       $8,025,209*
Interactive Media
   Consolidated Inc.            $7,519,587*               $0*
My Choice Medical
   Holdings, Inc.               $4,249,441*         $596,307*
LN, Inc.                      $109,458,413*       $8,471,146*
V2V Corp.                               $0*               $0*
Idaptive Marketing LLC                  $0*               $0*
Neverblue Communications, Inc.  $3,250,138*       $3,092,495*
Brand Magnet Inc.               $4,945,791*      $15,500,985*
Adaptive Marketing LLC         $11,226,838*      $33,368,409*

Full-text copies of the schedules are available for free at

http://bankrupt.com/misc/VELO_HOLDINGS_adaptivemarketing_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_brandmagnet_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_coverdell_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_freescore_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_fyidirect_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_idaptivemarketing_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_interactivemedia_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_interactivemediagroup_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_ln_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_mychoice_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_neverblue_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_v2v_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_v2vholdings_sal.pdf
http://bankrupt.com/misc/VELO_HOLDINGS_vertrue_sal.pdf

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VELO HOLDINGS: Proposes Bidding Rules for Neverblue Assets Sale
---------------------------------------------------------------
Velo Holdings Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York for an order:

   a) establishing bidding procedures in connection with the sale
      of substantially all of Debtor Neverblue Communications,
      Inc.'s assets, and 100% of the equity of 3091224 Nova Scotia
      Company that is owned by LN, Inc.;

   b) setting a sale hearing;

   c) authorizing the sale of the assets free and clear of all
      liens, claims, and encumbrances; and

   d) authorizing the assumption and assignment of certain
      executory contracts and unexpired leases.

The Hon. Martin Glenn will convene a hearing on May 29, 2012, at
2 p.m. prevailing Eastern Time, to consider the request.

The material terms of the proposed asset purchase agreement and
sale order are:

   Purchaser:              An acquisition vehicle to be formed by
                           the First Lien Agent (the Stalking
                           Horse Bidder or the Purchaser).

   Sellers:                Debtor Neverblue Communications, Inc.
                           and Debtor LN, Inc.

   Purchase Price:         In addition to the assumption of the
                           Assumed Liabilities, the aggregate
                           purchase price for the Transferred
                           Assets and the Transferred Equity will
                           be $20 million.

   Asset and Equity
     Acquisitions:         At the Closing, the Purchaser will
                           purchase from Neverblue all rights,
                           title, and interests in all of
                           Neverblue's assets, except for the
                           Excluded Assets.  In addition, at the
                           Closing, the Purchaser will purchase
                           from LN the entire issued and
                           outstanding Equity Interest in 3091224
                           Nova Scotia Company, free and clear of
                           all Liens, claims and interests, other
                           than Permitted Exceptions.

   Termination:            Among other things, the Agreement may
                           be terminated at any time prior to the
                           Closing (a) by written agreement of the
                           Purchaser and the Sellers, (b) by
                           either the Purchaser or the Sellers,
                           unless for cause, by giving written
                           notice of the termination to the other
                           parties, if the Closing will not have
                           occurred on or prior to Sept. 30, 2012,
                           (c) by either the Purchaser or the
                           Sellers if Sellers, in compliance with
                           the Bidding Procedures consummate a
                           transaction constituting a Competing
                           Bid, or (d) by either the Purchaser or
                           the Sellers, unless by breach of this
                           Agreement by any party thereto, if the
                           Bankruptcy Court does not enter the
                           Sale Order by Aug. 31, 2012.

The Debtors propose these bidding procedures which provides for,
among other things:

   Bid Deadline:           July 27, at 5 p.m.

   Auction:                will commence at 10 a.m. prevailing
                           Eastern Time on July 31, at the offices
                           of Dechert LLP, 1095 Avenue of the
                           Americas, New York City

   Sale Hearing:           Aug. 21

The Sellers will afford each Acceptable Bidder who has delivered
an executed Confidentiality Agreement access to due diligence
materials concerning the Assets.  The Sellers will designate an
employee or other representative to coordinate all reasonable
requests for additional information and due diligence access from
the Acceptable Bidders.

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

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VELO HOLDINGS: Wants Procedures to Designate Plan Sponsor Approved
------------------------------------------------------------------
Velo Holdings Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York for the entry of an order:

   a) establishing bidding procedures in connection with an
      auction to determine the plan sponsor that submits the
      highest or otherwise best offer to acquire, pursuant to a
      joint chapter 11 plan of reorganization of Debtor Velo
      Holdings Inc. and certain of its subsidiaries, 100% of the
      reorganized equity interest of Velo, which, upon
      confirmation, will solely consist of Velo's equity interest
      in the business of Debtor Coverdell & Company, Inc. and its
      subsidiaries;

   b) approving the form and manner of notice of the auction and
      the hearing to designate the plan sponsor that submits the
      highest or otherwise best offer for the New Equity Interest;
      and

   c) setting a date for the hearing to designate the plan
      sponsor.

The Debtors set a hearing on May 29, 2012, at 2 p.m.

The key terms of the Stalking Horse Plan Sponsor Agreement
include:

   Purchaser:               An acquisition vehicle to be formed by
                            the First Lien Agent (the Stalking
                            Horse Plan Sponsor or the Purchaser).

   Seller:                  Debtor Velo Holdings Inc.

   Equity Acquisition:      At the Closing, the Purchaser will
                            purchase the New Equity Interest,
                            which will constitute all of Seller's
                            issued and outstanding Equity Interest
                            free and clear of all Liens, claims,
                            and interests.

   Purchase Price:          The aggregate purchase price for the
                            New Equity Interest will be
                            $80 million.

   Termination by Either
     Seller or Purchaser:   The Agreement may be terminated by
                            either the Seller or the Purchaser if
                            (a) the Plan and the Disclosure
                            Statement are not filed with the
                            Bankruptcy Court by Aug. 30, 2012, (b)
                            the Bankruptcy Court has not entered
                            the Confirmation Order by Nov. 30,
                            2012, (unless the Purchaser extends
                            the deadline upon a written request
                            from the Seller), (c) a court of
                            competent jurisdiction enters a non-
                            appealable order unconditionally
                            denying confirmation of the Plan or
                            converting the Seller's Bankruptcy
                            Case to a case under chapter 7 of the
                            Bankruptcy Code, or (d) the Seller
                            enters into a definitive Contract to
                            consummate a Competing Transaction or
                            the Bankruptcy Court enters a non-
                            appealable Order approving the
                            Seller's entry into a Competing
                            Transaction.  In addition, the
                            Agreement may be terminated by the
                            Seller or the Purchaser if the Closing
                            does not occur by Dec. 31, 2012.

The Debtors, in a separate motion, seek to retain Q Advisors LLC
to provide investment banking services with respect to the Auction
to acquire the New Equity Interest pursuant to the Plan.

In this relation, the Debtors propose these bidding procedures:

   1. Velo will afford each Acceptable Bidder who has delivered an
      executed Confidentiality Agreement access to due diligence
      materials concerning the Business.  Velo will designate an
      employee or other representative to coordinate all
      reasonable requests for additional information and due
      diligence access from such Acceptable Bidders.

   2. The Bid Deadline will be no later than 5:00 p.m. prevailing
      Eastern Time on July 27.

   3. The Auction will commence at 10:00 a.m. prevailing Eastern
      Time on July 31, 2012 at the offices of Dechert LLP, 1095
      Avenue of the Americas, New York City.

   4. The Designation Hearing to consider approval of Velo's entry
into the Modified Agreement with the Successful Bidder (or to
approve the Stalking Horse Plan Sponsor Agreement if no Auction is
necessary) is anticipated to take place on Aug. 7, 2012, or as
soon thereafter as counsel may be heard, before the Honorable
Martin Glenn.

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

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VIEW SYSTEMS: Delays Form 10-Q for Q1 to Complete Audit
-------------------------------------------------------
View Systems Inc. said that its quarterly report on Form 10-Q for
the period ended March 31, 2012, will be filed on or before the
fifth calendar day following the prescribed due date.  The reason
for the delay is that the Company is waiting for certain
information from a third party.  The Company's audit for the year
ended Dec. 31, 2011, has not been completed.

                         About View Systems

Baltimore, Md.-based View Systems, Inc., develops, produces and
markets computer software and hardware systems for security and
surveillance applications.

The Company reported a net loss of $368,329 on $576,735 of
net revenues for the nine months ended Sept. 30, 2011, compared
with a net loss of $294,065 on $722,042 of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$1.48 million in total assets, $1.82 million in total liabilities,
and a $339,294 total stockholders' deficit.

As reported in the TCR on March 15, 2011, Robert L. White &
Associates, Inc., in Cincinnati, Ohio, expressed substantial doubt
about View Systems' ability to continue as a going concern,
following the Company's 2010 results.  The independent auditors
noted that the Company had a net loss of $513,353 for the year
ended Dec. 31, 2010, and has an accumulated deficit of $22,837,787
at Dec. 31, 2010.


VOICE ASSIST: Delays Form 10-Q for First Quarter
------------------------------------------------
Voice Assist, Inc., was unable to file its quarter report on Form
10-Q within the prescribed time period because the Company has
encountered some difficulty in compiling necessary disclosures and
compilation of its financial statements for review by its
independent public accountant for the quarter ended March 31,
2012.

                         About Voice Assist

Lake Forest, Calif.-based Voice Assist, Inc., operates a cloud-
based speech recognition platform that supports speech recognition
based enterprise services such as Customer Relationship Management
(CRM), field force automation, as well as direct-to-enterprise
services such as virtual assistants that unify communications and
direct-to-consumer "safe driving" services that allow SMS, email,
and social media messaging through a single personal phone number.

For 2011, Mantyla McReynolds LLC, in Salt Lake City, Utah,
expressed substantial doubt about Voice Assist's ability to
continue as a going concern.  The independent auditors noted that
the Company has working capital deficits and has incurred losses
from operations and negative operating cash flows during the years
ended Dec. 31, 2011, and 2010.

The Company reported a net loss of $10.24 million on $872,010 of
revenues for 2011, compared with a net loss of $1.30 million on
$1.26 million of revenues for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.09 million
in total assets, $2.92 million in total liabilities, and a
stockholders' deficit of $1.83 million.


VUZIX CORP: Incurs $844,000 Net Loss in First Quarter
-----------------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $844,483 on $2.85 million of total sales for the three months
ended March 31, 2012, compared with a net loss of $420,306 on
$4.07 million of total sales for the same period during the prior
year.

The Company reported a net loss of $3.87 million in 2011, a net
loss of $4.55 million in 2010, and a net loss of $3.25 million in
2009.

The Company's balance sheet at March 31, 2012, showed $4.72
million in total assets, $12.33 million in total liabilities and a
$7.61 million total stockholders' deficit.

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

                       http://is.gd/0qFecb

                         About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

For 2011, EFP Rotenberg, LLP, in Rochester, 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 substantial losses from operations in recent years.
In addition, the Company is dependent on its various debt and
compensation agreements to fund its working capital needs.  And
while there are no financial covenants with which the Company must
comply with, these debts are past due in some cases.

                        Bankruptcy Warning

The Company said in the annual report that its future viability is
dependent on its ability to execute these plans successfully.  If
the Company fails to do so for any reason, the Company would not
have adequate liquidity to fund its operations, would not be able
to continue as a going concern and could be forced to seek relief
through a filing under U.S. Bankruptcy Code.


WAUSAU POSTAL: CoVantage CU Buys, Assumes Assets and Memberships
----------------------------------------------------------------
The Wisconsin Office of Credit Unions liquidated Wausau Postal
Employees Credit Union of Wausau, Wis., on May 18, 2012, and
appointed the National Credit Union Administration (NCUA) as
liquidating agent. NCUA immediately signed an agreement with
CoVantage Credit Union of Antigo, Wis., to purchase and assume
Wausau Postal Employees Credit Union's assets, liabilities, and
membership.

The accounts of the new CoVantage Credit Union members remain
federally insured by the National Credit Union Share Insurance
Fund up to $250,000. The new CoVantage Credit Union members will
experience no interruption in services.

CoVantage Credit Union is a full-service, federally insured,
state-chartered credit union with $1 billion in assets and more
than 74,000 members. CoVantage Credit Union serves the people who
live or work in Wisconsin's Brown, Clark, Florence, Forest,
Langlade, Lincoln, Marathon, Menominee, Oconto, Oneida, Outagamie,
Portage, Shawano, Taylor, Waupaca, and Wood counties or in
Michigan's Dickinson and Iron counties.

Wausau Postal Employees Credit Union's declining financial
condition led to its closure and subsequent purchase and
assumption. At the time of liquidation, the credit union served
845 members and had $8.4 million in assets.

Chartered in 1932, Wausau Postal Employees Credit Union served all
postal and federal employees and their families in the 544 and 545
zip codes. Wausau Postal Employees Credit Union is the fourth
federally insured credit union liquidation in 2012.


WAVE2WAVE COMMS: Can Hire KCC as Claims and Noticing Agent
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Wave2Wave Communications Inc., et al., to employ
Kurtzman Carson Consultants as the official claims, noticing,
balloting and disbursement agent.

As reported in the Troubled Company Reporter on March 28, 2012,
KCC is expected to, in the Debtors' discretion, send out
designated notices, maintain claims files and a claims register,
and act as balloting agent.

In addition, the Debtors are seeking authorization to employ
KCC to assist them with: (a) preparing and mailing customized
proofs of claim to the creditors listed on the Debtors' Schedule
of Liabilities, (b) preparation, mailing and tabulation of ballots
for the purpose of voting to accept or reject a plan of
reorganization, and (c) any other similar additional services
requested by the Debtors.

KCC received a $20,000 retainer from the Debtors.

The Debtors believe that KCC is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

                   About Wave2Wave Communications

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.  Judge Donald H. Steckroth presides
over the case.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel.   Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., serves as their
special counsel.  Kurtzman Carson Consultants LLC serves claims,
noticing and balloting agent.  J.H. Cohn LLP serves as financial
advisor.  The petition was signed by Steven Asman, president and
chairman of the Debtors' board.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee is represented by Cooley
LLP.


WAVE2WAVE COMMS: Cooley LLP Approved as Committee's Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Wave2Wave Communications, Inc., et al., to
retain Cooley LLP as its counsel.

As reported in the Troubled Company Reporter on April 11, 2012,
Cooley is expected to, among other things:

   (a) attend meetings of the Committee;

   (b) review financial information furnished by the Debtors to
       the Committee;

   (c) review and investigate the liens of purported secured
       parties;

   (d) confer with the Debtors' management and counsel; and

   (e) coordinate and assist the Debtors' efforts to obtain
       debtor-in-possession financing.

The Committee is satisfied that (i) Cooley represents no interest
adverse to the Committee, the Debtors or their estates in the
matters upon which Cooley is to be engaged and that its employment
is in the best interest of the estates, (ii) Cooley has no
connection with the US Trustee or any other person employed in the
office of the US Trustee, and (iii) Cooley has not been paid any
retainer against which to bill fees and expenses.

Cooley's hourly rates are:

          Attorney               Hourly Rate
          --------               -----------
          Richard S. Kanowitz       $795
          Cathy R. Hershcopf        $795
          Brent Weisenberg          $630
          Dana S. Katz              $445

However, Cooley has agreed with the Committee that it will invoice
the Committee for 90% of its accrued fees each month.  At the
conclusion of these cases, if the Committee is satisfied with
Cooley's services and funds are available to pay the balance of
Cooley's fees, Cooley will apply to the Court for the remaining
10% of its unbilled fees.

Cooley will continue to charge the Committee for all services
provided and for other charges and disbursements incurred in
rendering services to the Committee.

                   About Wave2Wave Communications

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.  Judge Donald H. Steckroth presides
over the case.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel.   Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., serves as their
special counsel.  Kurtzman Carson Consultants LLC serves claims,
noticing and balloting agent.  J.H. Cohn LLP serves as financial
advisor.  The petition was signed by Steven Asman, president and
chairman of the Debtors' board.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee is represented by Cooley
LLP.


WAVE2WAVE COMMS: J.H. Cohn LLP OK'd as Financial Advisor
--------------------------------------------------------
the U.S. Bankruptcy Court for the District of New Jersey
authorized Wave2Wave Communications Inc., et al., to employ J.H.
Cohn LLP as their financial advisor, nunc pro tunc to Feb. 17,
2012.

As reported in the Troubled Company Reporter on March 28, 2012,
J.H. Cohn as their financial advisor is expected to, among other
things:

   (a) assist in the preparation of projections (both a rolling
       13-week cash flow forecast and annual accrual basis
       projections for the year 2012);

   (b) assist management with identification and implementation of
       short-term cash management procedures and controls;

   (c) assist the Debtors and legal team in gathering and
       determining the relevant financial information needed for
       Bankruptcy Schedules and statement of financial affairs and
       first day motions;

   (d) coordinate dissemination of financial information to other
       parties-in-interest;

   (e) assist the Debtors in negotiating post-petition credit
       terms and communications with trade creditors; and

   (f) assist the Debtors in evaluating the adequacy of proposals
       from potential DIP lenders.

J.H. Cohn's hourly billing rates are:

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

The Debtors will also reimburse J.H. Cohn for its expenses.

Bernard A. Katz, at J.H. Cohn, attests to the Court that his firm
does not hold or represent any interest adverse to the Debtors,
their creditors or estates and is a disinterested person.

J.H. Cohn has received a retainer of $62,000 for professional
services to be rendered.

                   About Wave2Wave Communications

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.  Judge Donald H. Steckroth presides
over the case.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel.   Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., serves as their
special counsel.  Kurtzman Carson Consultants LLC serves claims,
noticing and balloting agent.  J.H. Cohn LLP serves as financial
advisor.  The petition was signed by Steven Asman, president and
chairman of the Debtors' board.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee is represented by Cooley
LLP.


WAVE2WAVE COMMS: Taps Jeffrey Mason as Special Litigation Counsel
-----------------------------------------------------------------
Wave2Wave Communications Inc., et al., ask the U.S. Bankruptcy
Court for the District of New Jersey for permission to employ
Jeffrey C. Mason, Esq. as special litigation counsel.

Mr. Mason, a managing member of the firm of Jeffrey C. Mason, will
continue to represent the Debtors:

   1. in an action pending in the Superior Court of New Jersey,
      Law Division, Monmouth County, which the Debtors are
      defending claims by IncNetworks, Inc., third party
      plaintiff, for unliquidated damages arising from alleged
      fraud and misrepresentation; and

   2. in a litigation against Euro Wolf, LLC and JMP Asset
      Management LLC relating to subscription agreements, which
      Wolf and JMP have breached their obligations under the
      respective subscription agreements.

As compensation for Mr. Mason's services in connection with the
Euro Wolf and KMP matters, the Debtors propose to pay Mr. Mason
from the gross proceeds of recovery these fees:

   a) 33-1/3% of any recovery upon settlement or judgment; and

   b) an additional 7% of any recovery after notice of appeal is
      filed or post judgment relief action is required for
      recovery on the judgment.

Mr. Mason did not receive any monies for the Debtors for services
rendered prepetition.  In addition, as of the Filing Ddate, the
Debtors owed Mr. mason $10,990 for prepetition services performed
in connection with the IncNetworks litigation.

To the best of the Debtors' knowledge, Mr. Mason dows not hold or
represent an interest adverse to the Debtors or their estate.

                   About Wave2Wave Communications

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.  Judge Donald H. Steckroth presides
over the case.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel.   Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., serves as their
special counsel.  Kurtzman Carson Consultants LLC serves claims,
noticing and balloting agent.  J.H. Cohn LLP serves as financial
advisor.  The petition was signed by Steven Asman, president and
chairman of the Debtors' board.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee is represented by Cooley
LLP.


WAVE2WAVE COMMS: Taps RBSM LLP as Auditors and Tax Advisors
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Wave2Wave Communications Inc., et al., to employ RBSM
LLP as auditors and tax advisors.

Peter Stefanou, CPA, a partner at RBSM LLP, tells the Court that
the hourly rates of the firm's personnel are:

         Partner                 $450
         Director                $400
         Manager                 $350
         Senior Accountant       $275
         Staff Accountant        $250
         Paraprofessional Staff  $150
         Bookkeeping/Other       $125

RBSM did not receive any monies from the Debtors for services
rendered during the 902 day period before the Filing Date.  In
addition, as of the filing date, the Debtors did not owe RSBM any
monies for prepetition services.

Mr. Stefanou assures the Court that RBSM is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                   About Wave2Wave Communications

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.  Judge Donald H. Steckroth presides
over the case.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel.   Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., serves as their
special counsel.  Kurtzman Carson Consultants LLC serves claims,
noticing and balloting agent.  J.H. Cohn LLP serves as financial
advisor.  The petition was signed by Steven Asman, president and
chairman of the Debtors' board.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee is represented by Cooley
LLP.


WESTBURY COMMUNITY HOSPITAL: Landlord Wants Ch. 11 Trustee
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Westbury Community Hospital LLC is facing a motion by
the landlord and 30% shareholder for the appointment of a Chapter
11 trustee to oust management.  A hearing is set in bankruptcy
court on June 4 to consider appointing a trustee.

The report relates that the hospital was raided by the Federal
Bureau of Investigation on April 26.  The hospital said the raid
was "in part caused by two disgruntled employees who had been
recently terminated."

The landlord, the report notes, relied on the FBI raid in part in
the quest for a trustee. The landlord says the raid was designed
to investigate health-care fraud and kickbacks.

The landlord and the 30% owner are affiliated with Feroze
Bhandara, the hospital said in a court filing.

According to the Bloomberg report, the hospital says there can be
a sale while in Chapter 11 for enough to pay all creditors in
full, with a return to the owners.  There is $4.1 million owing to
Regions Bank and $1.9 million to another secured creditor.  The
landlord says there is $2.5 million in unpaid withholding taxes.

                 About Westbury Community Hospital

Westbury Community Hospital LLC runs an acute-care hospital in
southwestern Houston.  An affiliate of Continuum Healthcare LLC is
the 70% owner and manager, having acquired 55% of its ownership
interest in 2010 from an affiliate of the landlord. Based in
Brentwood, Tennessee, Continuum has hospitals in Texas,
Tennessee and Florida.

Westbury Community filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 12-33651) on May 4, 2012.  Thomas H. Grace, Esq., at
Spencer Crain Cubbage Healy & McNamara, in Houston, serves as
counsel.  The Debtor estimated assets of up to $10 million and
debts of up to $50 million.

The Debtor sought Chapter 11 protection one day before a hearing
in state court for appointment of a receiver.  The hospital said
in a court filing that bankruptcy was the result of "mistakes by
billing personnel, low census, and onerous debt and rent
payments."


* Chapter 7 Trustee Allison Byman Joins Hughes Watters
------------------------------------------------------
Allison D. Byman recently joined Hughes Watters Askanase, L.L.P.
as Of Counsel in the firm's Business Bankruptcy Practice Area.  In
addition to her regular business bankruptcy practice, Allison is
the newest Chapter 7 Panel Trustee for the Southern District of
Texas.

Byman was appointed as a Chapter 7 Bankruptcy Trustee for the
Southern District of Texas in April 2012.  She was admitted to the
State Bar of Texas in 2003 and is also admitted to practice in the
United States Court of Appeals, Fifth Circuit, and the U.S.
District Courts of Texas for the Northern, Southern, Eastern and
Western Districts.  Byman was named one of the Texas Rising
Stars(R) by Thomson Reuters (Bankruptcy & Creditor/Debtor Rights)
in 2010.

With regard to her reasons for joining HWA, Byman commented: "I
have worked closely with lawyers from HWA over time and have
admired and respected the way in which they handled their cases in
the courtroom and in the office.  I also understand that HWA knows
how to handle a trustee practice.  As a new trustee, I believe my
learning curve will be much shorter with the help of HWA lawyers
and trustee paralegal David Kokenes."

"Hughes Watters Askanase has earned a solid reputation for
addressing bankruptcy matters in Houston and throughout Texas.  We
welcome Allison as the newest member of our business bankruptcy
team," said Wayne Kitchens, co-managing partner with HWA and head
of the firm's Business Bankruptcy Practice Area.  "We are
confident that Allison will make significant contributions in her
role at our firm and as a Chapter 7 Panel Trustee.

Allison previously worked as an associate with Thompson & Knight
LLP in Houston where she supported the firm's Bankruptcy and
Creditors' Rights Practice Group.  Byman has authored and
presented numerous papers on bankruptcy topics.  She is a member
of the Houston Bar Association Bankruptcy Section and National
Association of Bankruptcy Trustees.  She is a co-founder, past
president and member of the Houston Association of Young
Bankruptcy Lawyers. Byman is also a member, the membership chair
and barrister for The Moller--Foltz American Inns of Court.

Byman earned a Bachelor of Arts degree in Political Science, cum
laude, from Texas A&M University and a Doctor of Jurisprudence
degree from the University of Houston Law Center.

                   About Hughes Watters Askanase

For more than 34 years, Hughes Watters Askanase, L.L.P. --
http://www.hwa.com/-- has helped business organizations,
financial institutions and individuals succeed with their business
endeavors.  The firm's attorneys play a strategic role and support
clients through every stage of existence and operation.  The
firm's practice focuses on representation of commercial and
consumer lenders, including banks and credit unions; business
bankruptcy; business planning and strategy; default servicing;
real estate and finance; commercial and consumer financial
services litigation; and estate planning and probate. For more
information on Hughes Watters Askanase, L.L.P., please visit.


* H. Steinberg Joins Greenberg Traurig's Los Angeles Office
-----------------------------------------------------------
Howard Steinberg has joined the international law firm Greenberg
Traurig, LLP in the Los Angeles office as a shareholder in the
Business Reorganization & Financial Restructurings practice.
Steinberg joins from Irell & Manella LLP where he was a partner.
He will be collaborating with bankruptcy and financial
restructuring attorneys in the firm's Los Angeles office, as well
as attorneys throughout the firm.

Steinberg focuses his practice on representing debtors, creditors'
committees, trustees, secured and unsecured creditors, and
purchasers of assets in major cases involving public and private
companies throughout the U.S. He also has broad experience in out-
of-court workouts and has served as lead counsel in numerous
bankruptcy court trials.

"Howard's experience in leading high-stakes bankruptcy and
litigation proceedings significantly enhances the range of
capabilities that we can offer clients, both in California and
globally," said Matt Gorson, President of Greenberg Traurig.
"Whether Howard's work is inside or outside the courtroom, he's
known as a trusted advisor, both for clients who are seeking out-
of-court workouts or those who have 'bet-the-company' litigation.
We are delighted to welcome Howard to the firm."

Steinberg and his team were recently the recipients of the 2012
International Financial Law Review Deal of the Year Award for
their representation of RIM in connection with a $4.5 billion
patent portfolio purchase in the Nortel bankruptcy. Steinberg is
also the author of a three-volume treatise titled "Bankruptcy
Litigation."

A frequent lecturer and author on bankruptcy issues, Steinberg
served as chair of the California Bankruptcy Litigation
Conference. In addition, he has been a panelist at events hosted
by the Business Law Section of the American Bar Association, the
Business Law Section of the State Bar of California, the Norton
Institute, the Association of Insolvency and Restructuring
Advisors, Financial Lawyers Conference, Construction Litigation
Superconference, Thompson-West Publishing, National Business
Institute, Inc. and the Los Angeles Bar Association.

Steinberg is a member of the Los Angeles County Bar Association,
Commercial Law and Bankruptcy Sections and a member of the
Bankruptcy Committee. He is also a member of the Board of the
Western Center on Law and Poverty. He served for 10 years as a
contributing editor to the CEB Civil Litigation Reporter. He
received his J.D. from the Boston College Law School and his B.A.,
magna cum laude, from the University of Massachusetts.

Greenberg Traurig's Business Reorganization and Financial
Restructuring practice includes more than 80 lawyers who have
wide-ranging experience handling highly complex issues that arise
in reorganizations, restructurings, workouts, liquidations and
distressed acquisitions and sales as well as cross-border
proceedings. A portion of the group is focused on high stakes
bankruptcy litigation. Steinberg will bring an additional depth of
experience to that group of highly-sophisticated litigators.

                      About Greenberg Traurig

Greenberg Traurig, LLP -- http://www.gtlaw.com/-- is an
international, full-service law firm with more than 1,800
attorneys and governmental affairs professionals in the United
States, Europe and Asia.  The firm was selected as the 2007 USA
Law Firm of the Year by Chambers and Partners.


* Harris Williams' G. Frankel Joins Huron Consulting
----------------------------------------------------
Huron Consulting Group disclosed that Geoffrey Frankel has joined
the Company as a managing director in the Financial Consulting
segment to provide transactional services to restructuring and
bankruptcy clients.

"Due to the current state of credit markets and ongoing economic
uncertainty, businesses are facing unprecedented financial and
operational challenges," said John DiDonato, managing director and
Financial Consulting segment leader, Huron Consulting Group.
"Geoff's investment banking expertise will provide clients
additional financial and transactional resources to address their
business challenges.  We're pleased to welcome him to Huron."

At Huron, Frankel will concentrate on building an investment
banking/capital markets practice focused on distressed companies
to complement the Company's existing restructuring advisory
services.  He has more than 20 years of experience advising
troubled and healthy companies and their creditor and equity-
holder constituencies in mergers and acquisitions, financings,
corporate/bankruptcy reorganizations, debt and equity
restructurings, complex valuations, and litigation support
services.  His expertise spans a wide range of industries
including industrial, manufacturing, metals, consumer and building
products, and retail.

Prior to joining Huron, Frankel served as a managing director at
Harris Williams & Co. where he was the founder and group leader
for the firm's Restructuring Advisory and Distressed M&A practice.

                    About Huron Consulting Group

Huron Consulting Group -- http//www.huronconsultinggroup.com/ --
helps clients in diverse industries improve performance, comply
with complex regulations, reduce costs, recover from distress,
leverage technology, and stimulate growth. The Company teams with
its clients to deliver sustainable and measurable results.  Huron
provides services to a wide variety of both financially sound and
distressed organizations, including healthcare organizations,
Fortune 500 companies, leading academic institutions, medium-sized
businesses, and the law firms that represent these various
organizations.


* BOOK REVIEW: Corporate Debt Capacity
--------------------------------------
Author: Gordon Donaldson
Publisher: Beard Books, Washington, D.C. 2000 (reprint of 1961
book published by the President and Fellows of Harvard College).
List Price: 294 pages. $34.95 trade paper, ISBN 1-58798-034-7.

"The research project who results are reported in this volume was
primarily concerned with the risk element involved in the
utilization of debt as a source of permanent capital for
business," Bertrand Fox, Director of Research, succinctly writes
in the "Foreword".  The research project was funded by and
conducted by an organization connected with Harvard College, the
original publishers of this book in the early 1960s.

The research was not a body of data for analysis as research
typically is in business studies or sociological studies.  In the
end, Donaldson recommends perspectives and practices going beyond
the research.  This doesn't necessarily go against the findings of
the research, but rather shows the limitations of the thinking of
most businesspersons at the time or their blind spots regarding
the role of debt, especially with respect to potentials for
growth, longevity, and other interests of business management.

The businesses are not identified.  Given Donaldson's credibility
and reputation and the Harvard name behind the research project
however, the research data is taken as factual and reliable.  The
research was garnered from participating corporations and
financial institutions.

Though there are a few tables, the research is not limited to
financial information strictly as figures and other balance sheet
data.  Donaldson was interested as much in corporate leaders'
psychology and presumptions about debt more than current debt
situations and corporate policies regarding debt.  Financial
institutions were included as part of the study as well because
their views toward corporate debt and the way they worked with the
financial parts of corporations had an effect on corporate debt of
the time.

As Donaldson found from the research, both corporations and
financial institutions understood debt in conventional,
traditional, ways.  For the corporations, these ways could be
hampering operations and strategy.  The ways corporations were
being hampered were unseen however unless they started looking at
their books differently and became open to taking on debt
differently.  Donaldson's singular achievement was to see in the
research ways in which corporations were being hampered and in
thus propose a new way of regarding debt.  This was a
revolutionary step for the large majority of businesses.  And for
even the small number of businesses which were pursuing
unconventional debt practices, Donaldson's studies and new
perspective put these on solid ground giving better guidance.

Donaldson's readings of the research reflect corporate managers'
own statements (also part of the research) regarding their views
on their company's financial analysis and debt.  Managers are
quoted, "Our management is essentially conservative."; "The word
which describes our corporate image is 'dignified'."; "I supposed
in a way we're lazy."  The author treats these as "attitudes"--as
in a chapter "Management Attitudes to Non-Debt Sources"--realizing
that it is such "attitudes" more than what financial figures
disclose or debt itself which colors practices about the
fundamental business matter of debt.

Donaldson brings into the open managers false sense of debt.  This
false sense is bound in with conventional, inherited concepts and
images of a corporation having no relation to facts. Such
conventional views are perpetuated by an aversion to risk. The
less debt, the less risk, according to the prevailing precept.
But Donaldson points out that managers who observe this actually
often pursue greater risks in product development, entering new
markets, mergers, and other activities.

Corporate "attitudes" to debt since the book's 1961 publication
attest to the deep influence of Donaldson's groundbreaking
perspective.  Consumer debt, the growth of credit cards, and other
financial phenomena also evidence changed regard of debt found in
Donaldson's work.  The tipping of the balance to too much debt for
many corporations and beyond cannot be attributed to the book
however.  For in urging new concepts and uses of debt for the
better management of corporations, Donaldson also goes into
determination and control of risks entailed in new types of debt.

Gordon Donaldson retired in 1993 after close to 20 years at the
Harvard Business School.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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