TCR_Public/120604.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, June 4, 2012, Vol. 16, No. 154

                             Headlines

17315 COLLINS: Has Green Light to Hire Meland Russin as Counsel
17315 COLLINS: Wants to Employ Marcum as Financial Advisor
ADAMS PRODUCE: Wants Court to Convert Case to Chapter 7
ALASKA COMMS: Bank Debt Trades at 13% Off in Secondary Market
ALIXPARTNERS LLP: S&P Gives 'B+' Rating on $675MM Credit Facility

AMERIGAS PARTNERS: Moody's Issues Summary Credit Opinion
ANTERO RESOURCES: Moody's Upgrades CFR to 'B1'; Outlook Positive
AVI BIOPHARMA: Gets NASDAQ Notice of Bid Price Non-Compliance
BIOLIFE SOLUTIONS: Secures 3-Year Extension of Term Loan
BLM AIR: Chapter 11 Reorganization Case Dismissed

BOISE CASCADE: S&P Changes Outlook to Stable, Affirms 'B+' CCR
BOYD GAMING: Fitch Junks Rating on Proposed $300MM Unsecured Notes
BOYD GAMING: Moody's Assigns 'B2' CFR, Rates $300MM Sr Notes 'B3'
BOUNDARY BAY: Plan Outline Hearing Continued Until June 6
BROADCAST INTERNATIONAL: Amends 46.5MM Shares Resale Prospectus

BROADVIEW NETWORKS: Maturity of CIT Credit Pact Moved to Aug. 1
CAPSTONE INFRASTRUCTURE: S&P Affirms 'BB+' Corporate Credit Rating
CAR-NUTZ AUTO: Case Summary & 20 Largest Unsecured Creditors
CANYON HOLDINGS: Plan of Reorganization Wins Court Approval
CANYON HOLDINGS: Wants to Pay Property Tax from Proposed Loan

CENVEO INC: S&P Gives 'BB-' Rating on $65MM Incremental Term Loan
CHINA TEL GROUP: To Issue 39.3-Mil. Common Shares to Contractors
CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
COLLINGSWOOD BOROUGH: Moody's Raises LT G.O. Rating From 'Ba1'
COMSTOCK RESOURCES: Moody's Rates $250MM Sr. Unsec. Notes 'B3'

CONSOLIDATED CONTAINER: Moodys Reviews 'B2' CFR for Downgrade
COSI INC: Fails to Comply With Nasdaq Minimum Bid Price
CULLIGAN INT'L: Bank Debt Trades at 17% Off in Secondary Market
DC DEVELOPMENT: Wisp Ski Resort May File Plan That Precludes Sale
DESERT OASIS: Court Denies Wells Fargo's Motion for Lift of Stay

DEWEY & LEBOEUF: Mulls Clawback Suits Against Former Partners
DEWEY & LEBOEUF: Organizational Meeting Held
DEX MEDIA EAST: Bank Debt Trades at 47% Off in Secondary Market
DRUMM INVESTORS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
DURA SHIELD: Case Summary & 20 Largest Unsecured Creditors

DYNEGY INC: Wins Court Nod of Settlement With Creditors
ENDO HEALTH: S&P Affirms 'BB' Corp. Credit Rating on Patent Pact
ENERGY CONVERSION: Wants to Auction Machinery Later This Month
EVELYN C MAGGIO: Court Won't Extend Automatic Stay
FIDELITY & GUARANTY: S&P Raises Issuer Credit Rating to 'BB'

FIRST INDUSTRIAL: Fitch Keeps 'B' Rating on $275MM Preferred Stock
GATEHOUSE MEDIA: Bank Debt Trades at 69% Off in Secondary Market
GAVILON GROUP: S&P Puts 'BB' Corp. Credit Rating on Watch Positive
GAYLORD ENTERTAINMENT: Marriot's Brand Purchase Credit Positive
GENERAL MOTORS: CAW Says Oshawa Plant Closure is Short-Sighted

HAWKER BEECHCRAFT: Bank Debt Trades at 40% Off in Secondary Market
HAWKER BEECHCRAFT: Gets Judge's Approval to Use $400-Mil. Loan
HEALTHCARE OF FLORENCE: James F. Kahn Approved as Bankr. Counsel
HEALTHCARE OF FLORENCE: Files List of Largest Unsecured Creditors
HEALTHSOUTH CORP: S&P Raises Corporate Credit Rating to 'BB-'

HOUGHTON MIFFLIN: Moody's Assigns 'B2' CFR; Outlook Stable
HUDSON HEALTHCARE: Hoboken Wants Policies Concerns Resolved
HUGHES TELEMATICS: To Be Acquired by Verizon for $612 Million
HUMBOLDT CREAMERY: Investors Can't Intervene in Trustee Lawsuit
INDIGOLD CARBON: S&P Affirms 'BB-' Corporate Credit Rating

INTERLINE BRANDS: S&P Puts 'BB' Corp. Credit Rating on Watch Neg
INTERNATIONAL ENVIRONMENTAL: Officially Enters Chapter 11
INTERNATIONAL ENVIRONMENTAL: Shareholder Wants Ch. 11 Trustee
IRVING, TX: S&P Gives 'B' Rating on 2012A Special Tax Revenue Bond
JAMES KEENAN: Calif. Appeals Court Affirms Receivership

JESCO CONSTRUCTION: U.S. Trustee Wants Conversion or Dismissal
JESCO CONSTRUCTION: U.S. Trustee Opposes More Plan Exclusivity
KONARKA TECHNOLOGIES: Files for Chapter 7 Liquidation
L & M MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors
LIGHTSQUARED INC: Taps Ernst & Young as Tax Service Provider

LIGHTSQUARED INC: Taps Gibson Dunn to Handle FCC Litigation
LIGHTSQUARED INC: Taps K&E as Commercial Litigation Counsel
LOEWEN GROUP: 11th Cir. Says Fla. Ct. Can't Rule on Discharge
LONG ISLAND: S&P Raises Rating on $16MM Sr. Secured Bonds From B
LOUCHESCHI LLC: Construction Lender's Claim Pegged at $3.9MM

MEDICAL ALARM: Swaps $37,525 Debt for 28.2MM Common Shares
MILAGRO OIL: S&P Keeps 'CCC+' Rating on Senior Secured Notes
MOBILE MINI: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
NORTH AMERICAN TECH: Chapter 11 Reorganization Case Dismissed
NORTHEAST HOUSING: Moody's Affirms 'B1' Rating on Class II Bonds

NORTHERN BERKSHIRE: Cash Collateral Hearing Scheduled for June 6
NYTEX ENERGY: Exploring Possible Preferred Stock Restructuring
OFFUTT AFB: Moody's Affirms 'Ba3' Rating on Class I Bonds
OILSANDS QUEST: Applies to Delist From NYSE MKT; Seeks New Listing
PACIFIC MONARCH: Has Until June 15 to Propose Chapter 11 Plan

PATRIOT COAL: Has New Executive Leadership Team
PENN VIRGINIA: S&P Keeps 'B' Rating on Senior Secured Notes
PHARMACEUTICAL RESEARCH: Moody's Assigns 'B2' Corp. Family Rating
PHOENIX ASSOCIATES: Court Rules on Highground Lawsuit
PLAINS END: Fitch Affirms Rating on $117.7-Mil. Sr. Bond at 'BB'

POST STREET: Guarantor to Contribute New Capital as Equity
POST STREET: June 8 Hearing on Appointment of Ch. 11 Trustee Set
RDI HOLDING: Case Summary & 2 Largest Unsecured Creditors
REID PARK: Can Use WBCMT 2007's Cash Collateral Until June 29
RESEARCH IN MOTION: Warns of Q1 Net Loss; May Cut 30% of Jobs

RG STEEL: Has Until July 27 to Sell Steel Facilities
RG STEEL: Case Summary & 30 Largest Unsecured Creditors
REOSTAR ENERGY: Court Approves Plan Outline But Raises Issues
ROBERT MCALLISTER: Pleads Guilty of Conspiracy to Commit Fraud
SAINT VINCENTS: Court Approves Deal on Allocation of Sale Proceeds

SAN MARCO CENTER: Case Summary & 4 Largest Unsecured Creditors
SAVTIRA CORP: Owes $1 Million for Unpaid Wages
SBMC HEALTHCARE: Has Court OK to Hire Gerald A. Teel as Appraiser
SEARCHMEDIA HOLDINGS: Settles with Deutsche Bank and Nan Fung
SHIELDS NURSING: Case Summary & 20 Largest Unsecured Creditors

SIRIUS XM: Moody's Changes Outlook to Positive, Retains 'B2' CFR
SOLYNDRA LLC: Red Chalk OK'd as Intellectual Property Broker
SOUTH HARBOUR STATION: Files for Chapter 11 to Restructure Debts
SUFFOLK REGIONAL: Files List of 30 Largest Unsecured Creditors
TECHNEST HOLDINGS: Files Post-Effective Amendment to Form S-1

THERMOSPAS INC: Sells Assets to Jacuzzi Group
THINES LLC: M&T Bank Gets More Time to Respond to Claim Objection
TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market
TXU CORP: Bank Debt Trades at 42% Off in Secondary Market
TXU CORP: Bank Debt Trades at 39% Off in Secondary Market

UNIT CORPORATION: Moody's Raises Corp. Family Rating to 'Ba3'
VIRGIN ISLANDS: Fitch Affirms Rating on Two Bond Classes at Low-B
W T LAMB: Chapter 11 Case Survives Dismissal Bid
WECK CORP: Court Enters Final Decree Closing Chapter 11 Case
WHIRLPOOL CORP: S&P Assigns 'BB+' Rating on Subordinated Debt

WOONSOCKET, R.I.: Fitch Cuts Rating on $118-Mil. Bonds to 'BB-'

* Moody's Sees Negative Outlook for Global Shipping Industry
* Public Meeting Today on Overhaul of Bankruptcy Attorney Fees

* BOND PRICING -- For Week From May 28 to June 1, 2012

                            *********

17315 COLLINS: Has Green Light to Hire Meland Russin as Counsel
---------------------------------------------------------------
The Bankruptcy Court authorized 17315 Collins Avenue, LLC, to
employ Joshua W. Dobin, Esq., and the law firm of Meland Russin &
Budwick, P.A., as attorneys, nunc pro tunc to the chapter 11
filing date.

Meland Russin will:

     a) advise the Debtor with respect to its powers and duties as
        Debtor-in-possession and in connection with its business
        operations;

     b) advise the Debtor with respect to its responsibilities in
        complying with the U.S. Trustee's Operating Guidelines and
        Reporting Requirements and with the rules of the Court;

     c) prepare motions, pleadings, orders, applications,
        adversary proceedings, and other legal documents necessary
        in the administration of the case;

     d) protect the interest of the Debtor and its estate in all
        matters pending before the Court; and

     e) represent the Debtor in negotiations with its creditors
        and other parties in interest, and in the preparation of a
        plan.

Joshua W. Dobin, Esq., submits Meland Russin is a "disinterested
person" as such term is defined in Bankruptcy Code Section
101(14), as modified by Bankruptcy Code Sec. 1107(b).

Meland Russin is holding $40,000 as security for the fees and
costs that may be awarded to the firm by the Court in the
Chapter 11 case.

                 About 17315 Collins Avenue LLC

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor is the sole owner of the Project.  WaveStone Properties
LLC owns 100% of the membership interests in the Debtor and has no
other businesses or assets.  Thomas Feeley is the managing member
of WaveStone.

Judge Robert A. Mark presides over the case.  Lawyers at Meland
Russin & Budwick P.A. serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Mr. Feeley signed the petition.


17315 COLLINS: Wants to Employ Marcum as Financial Advisor
----------------------------------------------------------
17315 Collins Avenue LLC asks the Bankruptcy Court to approve the
employment of Barry E. Mukamal and the firm of Marcum LLP as
accountants and financial advisors, nunc pro tunc to March 1,
2012.

The Debtor wants Marcum to:

     A) investigate, analyze and provide information on the cash
        management system and operations of the Debtor, its
        management company, OTO, and the condominium association;

     B) assist the Debtor in providing reports and information to
        the Office of the United States Trustee, the Debtor's
        senior secured creditor, 17315 Collins Avenue Marketing,
        LLC, and other required parties-in-interest; and

     C) assist the Debtor with establishing and documenting
        controls and processes in accounting and operations.

The Firm will charge the Debtor at a blended rate of $275 per
hour, subject to an agreed cap of $25,000 on the fees incurred
through April 30, 2012, but without prejudice to the Firm's right
to seek payment of additional fees and expenses incurred.

Barry E. Mukamal submits that Marcum LLP is a "disinterested
person" as such term is defined in Bankruptcy Code Section
101(14), as modified by Bankruptcy Code Section 1107(b).

                 About 17315 Collins Avenue LLC

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor is the sole owner of the Project.  WaveStone Properties
LLC owns 100% of the membership interests in the Debtor and has no
other businesses or assets.  Thomas Feeley is the managing member
of WaveStone.

Judge Robert A. Mark presides over the case.  Lawyers at Meland
Russin & Budwick P.A. serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Mr. Feeley signed the petition.


ADAMS PRODUCE: Wants Court to Convert Case to Chapter 7
-------------------------------------------------------
The Packer reports Adams Produce Co. LLC requested that its
Chapter 11 reorganization be converted to a Chapter 7 bankruptcy
liquidation.

The report relates the case includes as much as $16 million in
debts to produce suppliers.  About $12 million of that is due to
suppliers who have claims covered by the Perishable Agricultural
Commodities Act.  Pro*Act LLC, Monterey, Calif., is the largest
PACA creditor, with about $5 million in claims.

According to the Packer, during a May 31 hearing, Judge Tamara
Mitchell said she is "sort of assuming" she will grant the motion
to convert the case.  None of the parties present raised any
objections to the conversion.  Judge Mitchell set a hearing on the
conversion for June 14.  To move the case as quickly as possible,
the judge said she would do conflict of interest reports for the
court's two available bankruptcy trustees so a trustee could be
appointed in time for the June 14 hearing.

The report notes that produce suppliers who have not yet filed
PACA claims against Adams Produce can still file.  Eventually,
however, the court will set a cutoff date.

The report adds lawyers for Adams Produce filed the motion to
convert the bankruptcy to a Chapter 7 case at 3:30 p.m. May 30,
giving the judge and interested parties little time to consider it
before the 9:30 a.m. May 31 hearing.

The judge has estimated the total number of creditors in the case
at about 1,400, the report says.

                       About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce estimated assets and debts of $10 million to
$50 million in its Chapter 11 filing.  A debtor-affiliate, Adams
Clinton Business Park, LLC, estimated up to $10 million in assets
and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under a
term loan, $1.35 million under a real estate loan, and $3.4
million under a revolver.  The Debtors are also indebted $2
million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.


ALASKA COMMS: Bank Debt Trades at 13% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Alaska
Communications Systems is a borrower traded in the secondary
market at 87.42 cents-on-the-dollar during the week ended Friday,
June 1, 2012, a drop of 0.42 percentage points from the previous
week according to data compiled by Loan Pricing Corp. and reported
in The Wall Street Journal.  The Company pays 400 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Oct. 18, 2016, and carries Moody's 'Ba3' rating and Standard &
Poor's 'BB-' rating.  The loan is one of the biggest gainers and
losers among 153 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                    About Alaska Communications

Alaska Communications Systems Holdings, Inc., is a leading
integrated communications provider based in Anchorage, Alaska.
ACSH is the state's incumbent wireline operator, owns an extensive
IP backbone serving the enterprise segment and also operates an
extensive 3G wireless network in the state of Alaska.

In October 2011, Moody's affirmed ACSH's 'B1' Corporate Family
Rating, its 'B1' Probability of Default Rating and the company's
SGL-3 Speculative Grade Liquidity rating.  The outlook is stable.

The 'B1' CFR reflects the ACSH's deteriorating legacy wire-line
subscriber base and the competitive challenges within the wireless
segment.  The company's ILEC operations face the typical
subscriber loss characteristics common in the industry, as
wireless substitution erodes the company's customer base.  ACSH
has done well in offsetting this decline through enterprise
business growth, but not without suffering modest margin
compression.  Going forward, Moody's expect this trend to
continue, as wire-line customers abandon traditional telephone
services and rely upon wireless.


ALIXPARTNERS LLP: S&P Gives 'B+' Rating on $675MM Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Southfield, Mich.-
based AlixPartners' revised first-lien credit facility an issue-
level rating of 'B+' (the same level as the corporate credit
rating) and a recovery rating of '3'. "The '3' recovery rating
indicates our expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default. The revised first-
lien credit facility consists of a $75 million revolving credit
facility due 2017, a $75 million term loan B-1 due 2017, and a
$525 million term loan B-2 due 2019," S&P said.

"The issue-level rating and the recovery rating on the $220
million second-lien term loan due 2019 remain 'B-' (two notches
below the corporate credit rating) and '6'. The '6' recovery
rating indicates our expectation of negligible (0% to 10%)
recovery for debtholders in the event of a payment default," S&P
said.

The corporate credit rating on AlixPartners LLP is 'B+'. The
outlook is stable.

"The corporate credit rating on AlixPartners LLP reflects our
expectation of moderate revenue and EBITDA growth over the
intermediate term," said Standard & Poor's credit analyst Andy
Liu. "We characterize the company's business profile as 'fair'
(based on our criteria), because it faces keen competition
for consulting services and some exposure to business cycles.
AlixPartners' turnaround and restructuring practice does provide a
degree of counter-cyclicality. We view the financial risk profile
as 'highly leveraged,' reflecting its small- to mid-sized revenue
and cash flow base, which opens the possibility of meaningful
swings in leverage during a period of fluctuating demand," S&P
said.

"The outlook is stable. Over the past several years, AlixPartners
has broadened its nonrestructuring services and expanded into new
geographies. If the company can continue to broaden its client
base, profitably grow its nonrestructuring practices, and decrease
and maintain its leverage at less than 5.5x, we could raise the
rating over the longer term. If the demand for restructuring
services declines and AlixPartners is unable to expand its other
practices to offset the decline, resulting in leverage exceeding
6.5x on a prolonged basis, we could lower the rating to 'B'.
Additionally, if discretionary cash flow narrows toward breakeven,
we could also lower the rating," S&P said.


AMERIGAS PARTNERS: Moody's Issues Summary Credit Opinion
--------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
AmeriGas Partners, L.P. and includes certain regulatory
disclosures regarding its ratings. This release does not
constitute any change in Moody's ratings or rating rationale for
AmeriGas Partners, L.P. and its affiliates.

Moody's current ratings on AmeriGas Partners, L.P. and its
affiliates are:

Corporate Family Ratings (domestic currency) ratings of Ba2

Probability of Default ratings of Ba2

Senior Unsecured (domestic currency) ratings of Ba3, 68 - LGD4

Speculative Grade Liquidity Rating ratings of SGL-3

BACKED Senior Unsecured (domestic currency) ratings of Ba3, 68
- LGD4

AmeriGas Finance LLC

BACKED Senior Unsecured (domestic currency) ratings of Ba2, 60
- LGD4

BACKED Senior Unsecured Shelf (domestic currency) ratings of
(P)Ba2

Ratings Rationale

AmeriGas' Ba2 Corporate Family Rating is supported by its leading
market position in the propane distribution industry, broad
geographic coverage, and the partnership`s historical track record
of conservative financial policies, resulting in relatively low
financial leverage and strong distribution coverage. The rating
also incorporates the continued challenges of operating in the
propane distribution business that is highly fragmented,
competitive and seasonal. The business contends with secularly
declining volumes due to customer conservation trends and the
ongoing slow encroachment of natural gas. While the recent
Heritage acquisition has raised leverage and will entail
integration risks, the company's cash flows will be underpinned by
a more diversified asset and service base and endure less
volatility. Over time, planned EBITDA growth and synergy benefits
should strengthen AmeriGas' position within the Ba2 rating.

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


ANTERO RESOURCES: Moody's Upgrades CFR to 'B1'; Outlook Positive
----------------------------------------------------------------
Moody's Investors Service upgraded Antero Resources LLC (AR)
Corporate Family Rating (CFR) to B1 from B2. The rating on the
existing $925 million senior unsecured notes was also upgraded to
B2. Moody's also affirmed the SGL-3 Speculative Grade Liquidity
rating (SGL). The rating outlook is positive. This action
concludes Moody's review for upgrade, which commenced April 2,
2012.

Ratings Rationale

"The upgrade and positive rating outlook reflects Antero's
existing reserve base, the apparent available liquidity deriving
from that asset base and significant hedged positions in its gas
production. This should permit a transition to significantly
higher NGL production from its ample low risk, low-cost drilling
prospects inventory in liquids rich areas," commented Harry
Schroeder, Moody's Vice President.

AR has large proved reserves relative to its ranking, is well-
hedged and has a substantial inventory of lower-cost, likely high
success rate drilling opportunities. It is constrained by having a
small ratio of proved developed (17%) to proved reserves and that
it is a natural gas focused company feverishly working to
reconfigure into a liquids company. The liquidity to fuel this
change will be provided by liberating the value in its existing
hedging of its natural gas production through 2017 and borrowing
against the value in its substantial proved undeveloped reserves.
Liquids production will emanate from Marcellus and Devonian shale
plays. These are not 'oil' plays with those corresponding
compelling economics but will positively contribute to an
increasing unlevered cash margin. Moody's believes more balanced
gas/liquids production will emerge over time but there has also
been a detrimental change in the underlying economic drivers and
intrinsic value of their reserves due to lower gas prices. Moody's
remains comfortable with value supporting the debt. The
outstandings and LCs drawn under the revolving credit facility
plus the $925 million in senior notes and $25 million in
subordinated notes are about $430 million less than the amount at
which the most recent borrowing base has been set ($1.55 billion,
$950 million committed and about $785 available). The pre-tax PV-
10 is about $3.4 billion or 3.1X total debt outstanding. The
liquidity to develop their NGL reserves, deriving from this pool
of value, will be augmented by their aggressive existing hedging
position in natural gas. At March 31, 2012 the balance sheet
carrying value of their hedge assets was approximately $990
million. This, when weighed with AR's history of significant
reserve adds with low finding, development and production costs
but low actual production relative to its reserve base, leads to
Moody's rating.

Liquidity

AR's SGL-3 rating reflects an adequate availability under its
revolver, supportive hedges and expected growing NGL production.

Moody's expects the company to outspend cash flow by $300 - $350
million through first quarter 2013 and remain focused on their
core areas. The shortfall should be funded through drawings under
its revolver and it is unlikely AR will need to access the
external capital markets in this period. The company has a $950
million revolving credit facility with an approved Borrowing Base
of $1.55 billion. The outstandings and LCs drawn under the
revolving credit facility are $164 million at 3/31/2012. The
lenders commitments are $950 million, leaving approximately $785
available to fund the anticipated $350 million requirement.

Financial covenants under the revolver include a minimum current
ratio of 1.0x and a minimum interest coverage ratio of 2.5X.
Moody's expects that AR will remain well in compliance with its
covenants in 2012.

The SGL-3 rating is primarily a function of AR's aggressive growth
in which it materially outspends cash flow and is thus highly
dependent on the revolver and refreshment of that revolver in the
capital markets. The revolving credit facility is secured by
nearly all of the company's reserves and governed by the borrowing
base mechanism on the credit facility.

Structural Considerations

The B2 rating on the company's senior unsecured notes reflects
both the overall probability of default, to which Moody's assigns
a Probability of Default of B1, and a loss given default of LGD 5
(75%). The senior unsecured notes are rated B2, one notch below
the B1 Corporate Family Rating, reflecting the contractual
subordination of the notes relative to the company's secured bank
credit facility and high level of payables. The bank credit
facility is secured with substantially all of its oil and gas
properties. AR's wholly owned subsidiaries guarantee both the
credit facility and senior unsecured notes

What Could Change the Rating - Up

An upgrade could occur if average daily production exceeds 80,000
BOE per day and there is a meaningful transition to a more
balanced oil-liquids/gas production profile and proved
developed/proved undeveloped reserve profile.

What Could Change the Rating - Down

A downgrade is possible if debt to proved developed reserves
increases above $10.50 per BOE or if debt to average daily
production increases above $27,000 per BOE.

The principal methodology used in rating Antero 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.

Antero Resources LLC, which is headquartered in Denver, Colorado,
is engaged in the exploration and production of oil, natural gas
liquids and natural gas.


AVI BIOPHARMA: Gets NASDAQ Notice of Bid Price Non-Compliance
-------------------------------------------------------------
AVI BioPharma, Inc. received a letter from the listing
qualifications department staff of The NASDAQ Stock Market LLC,
notifying AVI that for the last 30 consecutive business days the
bid price of its common stock had closed below $1.00 per share,
the minimum closing bid price required by the continued listing
requirements set forth in Listing Rule 5450(a).  The notice has no
effect at this time on the listing of AVI's common stock, which
will continue to trade under the symbol "AVII."

Pursuant to Listing Rule 5810(c)(3)(A), AVI has 180 calendar days,
or until Nov. 27, 2012, to regain compliance with the minimum bid
price requirement.  If at any time before this date AVI's common
stock has a closing bid price of $1.00 or more for a minimum of 10
consecutive business days, NASDAQ staff will notify AVI that it
has regained compliance.

If AVI cannot demonstrate compliance with Rule 5450(a)(1) by
November 27, 2012, NASDAQ will provide notice to AVI that its
securities may be delisted.  At that time, AVI may appeal NASDAQ's
decision to a Listing Qualifications Panel.  Alternatively, AVI
may submit an application to transfer its securities to The NASDAQ
Capital Market.  Following submission of the application, AVI may
be eligible for an additional 180-day period to regain compliance
with the minimum bid price requirement if it meets the continued
listing requirement for market value of publicly held shares and
all other initial listing standards, with the exception of the bid
price requirement, for The NASDAQ Capital Market.

                         About AVI BioPharma

AVI BioPharma -- http://www.avibio.com/-- is focused on the
discovery and development of novel RNA-based therapeutics for rare
and infectious diseases, as well as other select disease targets.
Applying pioneering technologies developed and optimized by AVI,
the Company is able to target a broad range of diseases and
disorders through distinct RNA-based mechanisms of action.  Unlike
other RNA-based approaches, AVI's technologies can be used to
directly target both messenger RNA (mRNA) and precursor messenger
RNA (pre-mRNA) to either down-regulate (inhibit) or up-regulate
(promote) the expression of targeted genes or proteins.  By
leveraging its highly differentiated RNA-based technology
platform, AVI has built a pipeline of potentially transformative
therapeutic agents, including eteplirsen, which is in clinical
development for the treatment of Duchenne muscular dystrophy, and
multiple drug candidates that are in clinical development for the
treatment of infectious disease.


BIOLIFE SOLUTIONS: Secures 3-Year Extension of Term Loan
--------------------------------------------------------
BioLife Solutions, Inc., has executed an amendment to its
longstanding term loan facility with the current investment group
that is also represented on the Company's Board of Directors.  The
amendment calls for the extension of the maturity date of the
multi-draw term loan for three years.  Under the new facility
terms, the maturity date has now been extended to January 2016.

Mike Rice, Chief Executive Officer, commented on the restructuring
stating, "More than ever, our largest investors are pleased with
the direction and growth trajectory of the Company and understand
that the near-term maturity of debt was seen as an overhang for
potential new investors in BioLife stock.  The extension of the
maturity date until 2016, gives us time and financial flexibility
to execute on our current growth ramp and continue to make prudent
investments necessary to capture additional market share."

                      About BioLife Solutions

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

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

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

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


BLM AIR: Chapter 11 Reorganization Case Dismissed
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
dismissed the Chapter 11 case of BLM Air Charter LLC, effective
upon completion of the Debtor's distribution of the Cash Fund to
each creditor holding a filed, allowed and unpaid proof of claim
against the Debtor, and to the U.S. Trustee for any fees payable
under Section 1930(a)(6) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on May 3, 2012,
Howard L. Simon, Esq., at Windels Marx Lane & Mittendorf, LLP, the
attorney for the Debtor, explained that as of the Petition Date,
the Debtor primarily owned one asset, a 50% undivided tenant-in-
common interest in a private jet, which has now been liquidated
through a private sale approved by the Court.

Mr. Simon added that the claims bar date has passed, and only two
claims have been filed -- (i) a claim by the New York State taxing
authority for approximately $14,000 and (ii) a claim by the
Trustee for the liquidation of Bernard L. Madoff Investment
Securities LLC for approximately $25 million.  The Debtor has no
objection to either claim.

The funds currently in the Debtor's bank account are sufficient to
satisfy the New York State claim in full and to make a substantial
payment to the BLMIS trustee with the remaining proceeds, in each
case after payment of any relevant U.S. Trustee fees, Mr. Simon
informs the Court.

Mr. Simon stated that with no prospects for future operation of
the Debtor and no other claims filed, neither a Chapter 11 plan
process nor conversion of the case to Chapter 7 would serve any
purpose other than increasing administrative expenses and thereby
diminishing the funds available for distribution to creditors.
Dismissal of the Debtor's case in the manner requested would be
the quickest and most economically beneficial resolution for the
estate, its creditors and the Court, says Mr. Simon.  The Trustee
overseeing the BLMIS liquidation supports the dismissal motion.

                    About BLM Air Charter LLC

New York City-based BLM Air Charter LLC has a 50% tenant-in-common
interest in an Embraer Legacy 600, Model EMB-135 BJ aircraft, and
certain related aircraft accessories.  Bernard L. Madoff
Investment Securities LLC is the 100% economic owner of BLM and is
also BLM's largest creditor. The other co-owner of the Aircraft is
BDG Aircharter, Inc.

Pursuant to a corporate care agreement entered into on May 2008,
Rolls-Royce Corporation provides repair and maintenance services
for the Aircraft's engines.  BLM Air sought Chapter 11 protection
after When Rolls-Royce threatened to terminate the Agreement
absent full payment of all amounts due.

BLM filed for Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 09-16757) on Nov. 12, 2009.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.

The Debtor has tapped Howard L. Simon, Esq., and Regina Griffin,
Esq., at Windels Marx Lane & Mittendorf, LLP, in New York, serve
as bankruptcy counsel to the Debtor.  The Debtor filed an
application to hire J. Mesinger Corporate Jet Sales, Inc. as
aircraft broker effective Sept. 29, 2010.


BOISE CASCADE: S&P Changes Outlook to Stable, Affirms 'B+' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Boise
Cascade LLC to stable from negative. "At the same time, we
affirmed our ratings on the company, including the 'B+' corporate
credit rating," S&P said.

"Our outlook revision reflects our view that the building products
company's revenues will increase in line with our forecast for
U.S. housing starts and that the company's gross margins will hold
steady such that leverage drops toward 4x-5x EBITDA by early
2013," said Standard & Poor's credit analyst James Fielding.

"The 'B+' corporate credit rating on Idaho-based Boise Cascade LLC
reflects our view of the building products company's 'weak'
business risk and its 'aggressive' financial risk. Weaknesses
include exposure to highly volatile new home construction and
modest revenues and EBITDA that are only beginning to recovery
from deep cyclical lows. However, the company maintains a strong
liquidity profile and the housing recovery is gaining momentum, in
our view," S&P said.

"Boise Cascade is a privately held limited liability company
sponsored by Madison Dearborn Partners LLC, a Chicago-based
private equity firm. Boise Cascade operates two primary segments.
Its building materials segment distributes a broad line of
products used in residential construction. Its wood products
segment manufactures engineered wood products, plywood, and
lumber. 2011 revenue from these two segments was down roughly 40%
from the cyclical peak in 2005, supporting our view that the wood-
based building products industry is fragmented, oversupplied, and
highly cyclical," S&P said.

"Boise Cascade's $220 million senior subordinated notes are rated
'B+' (the same as the corporate credit rating, with a '3' recovery
rating. The '3' recovery rating indicates our expectation for
meaningful (50%to 70%) recovery in the event of a payment
default," S&P said.

"The stable outlook reflects our baseline view that the U.S.
housing market recovery is finally gaining momentum after several
previous false starts. We expect housing starts to improve by 18%
in 2012 and for Boise Cascade's revenues to improve at a similar
rate. Under this scenario, we expect leverage to drop below 10x.
This is still high relative to our 'aggressive' financial risk
assessment but, in our view, leverage will be tracking toward 4x
to 5x EBITDA by mid-2013," S&P said.

"An upgrade is unlikely in the next 12 months given our view that
key credit measures will only be approaching levels minimally
supportive of the current rating. Furthermore, positive rating
actions are constrained by the indeterminate medium-to-long term
financial policies relating the company's private equity owners,"
S&P said.

"We would lower our rating if our outlook for a more robust
housing recovery proves optimistic and housing starts do not
improve over 2011 levels. This could occur if the U.S. economy
slips back into recession and already high unemployment increases.
In this alternative downside scenario we would expect leverage to
remain above 15x EBITDA and for FFO to be slightly negative," S&P
said.


BOYD GAMING: Fitch Junks Rating on Proposed $300MM Unsecured Notes
------------------------------------------------------------------
Fitch Ratings assigns a 'CCC/RR6' to Boyd Gaming Corp.'s (Boyd)
proposed $300 million in senior unsecured notes due 2020.  This
issuance follows Boyd's recent agreement to purchase Peninsula
Gaming Corp. (Peninsula).

The notes rank pari passu to Boyd's existing $500 million in
senior unsecured notes and will be guaranteed by Boyd's
substantial wholly-owned subsidiaries.  The 'CCC/RR6' rating,
which is two notches below Boyd's 'B' IDR, incorporates Fitch's
expectation of minimal recovery in the event of a default.
Fitch's recovery estimate of 0%-10% for the senior notes does not
factor in the value of the Peninsula's residual equity and the
value of the anticipated management fees.

At this point, the management fee terms are not finalized and
ultimate acquisition capital structure is uncertain, although Boyd
does have committed financing in place.  Fitch may incorporate
additional value for Peninsula in Boyd's recovery analysis once
these items are executed, which could support an upgrade of the
senior unsecured notes' Recovery Rating to 'RR5'.

The note issuance is expected to be leverage neutral and to
increase availability on Boyd's revolver (and reduce secured debt)
by about $86 million.  Boyd received $150 million in incremental
revolver commitments to help fund a $205 million contribution to a
subsidiary that will acquire Peninsula Gaming LLC.  The $291
million in estimated note proceeds will be used to repay amounts
outstanding on Boyd's revolver of which $150 million will be a
permanent reduction.

The transaction is a slight credit positive since it reduces the
amount of secured debt outstanding, which eases Fitch's concern
relating to Boyd's compliance with its senior secured leverage
maintenance covenant.  Prior to the issuance of the 2020 notes,
Fitch was calculating covenant secured leverage pro forma for the
Peninsula acquisition at around 4.3x.  The ratio should now be
closer to 3.6x, which provides more headroom relative to the 4.25x
covenant threshold.  The covenant steps down to 4.00x in March
2013, 3.75x in September 2013 and 3.5x in March 2014.

Boyd has about $215 million in senior unsecured notes maturing in
April 2014.  Fitch would have liked to see Boyd address this
maturity with a larger unsecured note issuance.  The 2014 maturity
can be addressed with about $262 million available on the revolver
pro forma for the transactions, but a draw to retire the 2014
bonds would largely negate the credit positive discussed above.
However, there is a chance that this senior note issuance could be
upsized.

Fitch views the Peninsula acquisition neutrally in the near term
and as a positive once Peninsula is folded into Boyd's restricted
group, which is management's plan.  A combination of Peninsula
with Boyd's restricted group would support a Rating Outlook
revision to Stable from Negative, as discussed in Fitch's May 21,
2012 press release.

The Negative Outlook on Boyd's 'B' IDR continues to reflect
Fitch's concerns relating to:

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

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

  -- Senior secured leverage covenant, which steps down to 4.25x
     on June 30, 2012 and 4.0x on Dec. 31, 2012 relative to the
     company reported covenant senior secured leverage of 4.03x as
     of March 31, 2012.  Although this concern is partially
     addressed with the expected repayment of the revolver;

  -- Free cash flow (FCF) pressure from increased interest cost if
     Boyd terms out some its credit facility with longer-term debt
     ($1.5 billion of outstanding on credit facility pro forma for
     the senior note issuance coming due by 2015).

Fitch views Boyd's wholly-owned restricted group leverage of
around 8x in context of the company's business risk as high for
'B' IDR.  However, Boyd's restricted group should be able to
generate $90 million - $110 million in FCF per year ($129 million
of the LTM period) and EBITDA is expected to grow in the in the
low single-digit range in 2012 and 2013 (consistent with the last
two reported quarters ending first quarter 2012) before going flat
in 2014 as competition in Louisiana comes online.  With that,
reaching the low 7x leverage range (more commensurate with 'B'
IDR) should be achievable for Boyd within a one to two year
timeframe, but there is minimal margin for negative deviation.

FCF Profile:

Boyd's solid FCF profile is supported by the company's lack of
major capital plans and relatively inexpensive average cost of
debt.  However, Boyd's FCF could be pressured as the company may
continue to term out the $1.5 billion outstanding on its credit
facility (due in 2015) with more expensive long-term debt.

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

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

  -- $175 million in interest expense pro forma for the $300
     million note issuance (assumes 9% coupon);

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

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

Based on the more conservative figures above, Boyd has an annual
FCF cushion of roughly $90 million.

Fitch currently rates Boyd as follows:

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


BOYD GAMING: Moody's Assigns 'B2' CFR, Rates $300MM Sr Notes 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Boyd Gaming
Corporation's proposed $300 million senior unsecured notes due
2020. Boyd's B2 Corporate Family and Probability of Default
ratings were affirmed along with the company's existing Ba3
secured bank loan, B3 senior unsecured note rating, and Caa1
senior subordinated note rating. Boyd has an SGL-3 Speculative
Grade Liquidity rating and a stable rating outlook.

The assigned B3 rating considers Boyd's May 17, 2012 announcement
that it has entered into a definitive agreement to acquire
Peninsula Gaming, LLC, for total consideration of $1.45 billion,
and incorporates the pro forma financial profile capital structure
considerations related to both the Peninsula acquisition and the
proposed senior unsecured notes offering. Boyd disclosed that it
intends to fund the Peninsula transaction with $200 million in
cash, approximately $1.2 billion mostly in pre-payable bank debt
at the Peninsula subsidiary for which Boyd has obtained committed
financing, and a $144 million seller note provided by Peninsula.
The $1.2 billion of debt will be held in an unrestricted
subsidiary until such time that this debt can be refinanced on a
restricted basis. The Peninsula transaction is expected to close
by the end of 2012 and is subject to various closing conditions
and regulatory approval.

Ratings affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2

Senior secured debt rating at Ba3 (LGD 3, 32%)

Senior unsecured debt rating at B3 (LGD 5, 77%)

Senior subordinated debt at Caa1 (LGD 6, 92%)

SGL-3 Speculative Grade Liquidity rating

New rating assigned:

$300 million senior unsecured notes due 2020 at B3 (LGD 5, 77%)

Ratings Rationale:

Boyd's B2 Corporate Family Rating considers that despite Moody's
favorable view of the Peninsula acquisition, Moody's continues to
characterize the company's leverage as high. Pro forma debt/EBITDA
is about 7.0 times, slightly above the company's 6.7 times
debt/EBITDA for the 12-month period ended March 31, 2012, and a
full turn above the 6.0 times debt/EBITDA target that would likely
be needed for Boyd to be considered for a ratings upgrade.

In Moody's view, the acquisition of Peninsula will be a long-term
benefit to Boyd as it will complement the company's already large,
existing portfolio of casino properties, as well as reduce its
exposure to what Moody's considers to be a stagnant Las Vegas
Locals market. Peninsula owns five casino properties that operate
in locations with limited gaming supply and stable regulatory
environments -- Louisiana, Iowa, and Kansas. These properties also
have property-level EBITDA margins greater than Boyd's existing
casinos. Moody's expects these higher margin assets will improve
Boyd's overall free cash flow profile and provide the company with
the opportunity to reduce its leverage over the next few years, a
condition that would likely be necessary for the company to
maintain its B2 Corporate Family Rating.

The stable rating outlook considers Boyd's size, scale and
diversification which Moody's believes helps the company manage
through the current market and economic challenges better than
smaller, less diversified gaming companies. The stable outlook
also considers the expected EBITDA contribution from the Peninsula
casino properties which Moody's believes will provide Boyd with
the opportunity to reduce its leverage to a level more consistent
with the company's current rating.

The stable outlook does not consider the possible event risk
associated with MGM Resorts' divestiture of its 50% interest in
Marina District Finance Company, Inc. ("MDFC"). While this event
could have an impact on Boyd's ratings -- the company does have a
right of first refusal on the sale of MDFC -- it's speculative and
event driven nature make it difficult to determine how any sale
would affect Boyd's wholly-owned restricted group credit profile
at this time.

Ratings could be lowered if it appears Boyd will not be able to
maintain EBITDA less CAPEX/interest above 1.5 times and
demonstrate some reduction in leverage over the next 12 to 18
months. A higher rating would require that the company demonstrate
the ability and willingness to achieve and maintain debt/EBITDA at
or below 6.0 times.

Moody's analysis and rating of Boyd continues to exclude the
operating results and capital structure of MDFC. MDFC is a non-
recourse joint venture that owns and operates the Borgata Hotel
Casino in Atlantic City, New Jersey and has a B2 Corporate Family
Rating and stable rating outlook. Although the financial results
of MDFC are consolidated into Boyd's operating results, Boyd and
MDFC each have their own Corporate Family Rating which
acknowledges the non-recourse nature of their respective
restricted group financing arrangements.

Independent of any change in Boyd's Corporate Family Rating, the
company's senior secured bank loan rating could be lowered as the
net impact from the expected consolidation of Peninsula's assets
and debt and the proposed senior note offering will be to increase
the amount of senior secured debt in Boyd's pro forma capital
structure. Any issue specific rating changes, however, would
depend on the ultimate amount and terms of the financing obtained
to initially fund the Peninsula acquisition, along with any other
financing activities that take place between now and closing.

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

Boyd Gaming Corporation wholly owns and operates gaming and
entertainment facilities located in Nevada, Mississippi, Illinois,
Louisiana, and Indiana. Boyd also has a 50% partnership interest
in Marina District Finance Company, Inc., a non-recourse joint
venture that owns and operates the Borgata Hotel Casino in
Atlantic City, New Jersey.


BOUNDARY BAY: Plan Outline Hearing Continued Until June 6
---------------------------------------------------------
The Hon. Catherine E. Bauer of the U.S. Bankruptcy Court for the
Central District of California continued until June 6, 2012, at
10:30 a.m., the hearing to consider adequacy of the Disclosure
Statement explaining Boundary Bay Capital, LLC's Chapter 11 Plan.

The hearing date has been continued several times.

As reported in the Troubled Company Reporter on Oct. 18, 2011, the
Debtors have filed a Plan that contemplates that that creditors
holding unsecured claims will become the new owners of the Debtor
and all the equity interests of the current owners will be
terminated.  Secured creditors will be paid through the surrender
or sale of their collateral or through payments over time, in some
cases on a restructured basis.  The payments under the Plan will
be funded through the proceeds of a postpetition loan, sales of
assets, and funds generated through operations.  The Debtor will
make periodic distributions to creditors as net proceeds become
available.  A copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/BOUNDARY_disclosurestatement.pdf

                        About Boundary Bay

Boundary Bay Capital, LLC, is a California limited liability
company with its headquarters in Irvine, California.  The Company
was in the business of making loans secured by liens on real
property and notes secured by other secured notes (which, in turn,
are secured by liens or real property).  The Company also owns
some real property through foreclosure.

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011.  Evan D.
Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as
the Debtor's bankruptcy counsel.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition (Bankr. C.D. Calif. Case No. 10-17823) on June 9, 2010.

In its schedules, the Debtor disclosed $15.88 million in assets
and $54.45 million in liabilities.


BROADCAST INTERNATIONAL: Amends 46.5MM Shares Resale Prospectus
---------------------------------------------------------------
Broadcast International, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 1 to the Form S-1 relating to
the resale of up to 46,470,000 shares of the Company's common
stock owned by Gem Asset Management LC, Kingsbrook Opportunities
Master Fund LP, John & Lois Teerling, et al., including up to
18,270,000 shares of the Company's common stock upon exercise of
certain warrants held by the selling shareholders.

The Company will not receive any proceeds from the sale of the
common stock.  All proceeds from the sale of the common stock will
be paid to the selling shareholders.  The Company may, however,
receive proceeds from the exercise of the outstanding warrants.
If all of the warrants covered by this prospectus are exercised in
full, the Company will issue an aggregate of 18,270,000 shares of
the Company's common stock, and the Company may receive aggregate
proceeds of $6,394,500.

The Company's common stock is currently traded on the OTC Bulletin
Board under the symbol "BCST."  On April 2, 2012, the closing sale
price of the Company's common stock was $.35 per share.

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

                         http://is.gd/WstePo

                    About Broadcast International

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

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

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


BROADVIEW NETWORKS: Maturity of CIT Credit Pact Moved to Aug. 1
---------------------------------------------------------------
Broadview Networks Holdings, Inc., on May 31, 2012, entered into
Amendment No. 4 to the Credit Agreement, dated Aug. 23, 2006, by
and among the Company, Broadview Networks, Inc., Broadview
Networks of Massachusetts, Inc., Broadview Networks of Virginia,
Inc., Bridgecom International, Inc., the Lenders named therein and
The CIT Group/Business Credit, Inc., as administrative agent,
collateral agent and documentation agent.  As a result of the
Fourth Amendment, the maturity date of the Company's revolving
credit facility was extended from June 1, 2012, to Aug. 1, 2012,
and the definition of "Additional Reserves" was amended to ensure
that the aggregate amount of all outstanding revolving loans under
the agreement does not exceed $14,000,000.  A copy of the
amendment is available for free at http://is.gd/AydW4S

                     About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Ernst & Young LLP, in New York, N.Y., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has in excess of $300 million of debt due on or before
September 2012.  "In addition, the Company has incurred net losses
and has a net stockholders' deficiency."

The Company reported a net loss of $11.9 million for 2011,
compared with a net loss of $18.8 million for 2010.

The Company's balance sheet at March 31, 2012, showed $258.32
million in total assets, $373.35 million in total liabilities and
a $115.03 million total stockholders' deficiency.


CAPSTONE INFRASTRUCTURE: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'BB+' long-term corporate credit rating, on Toronto-based
Capstone Infrastructure Corp. The outlook is stable. Standard &
Poor's also removed the ratings on CreditWatch with developing
implications, where they were placed April 5, 2012.

"The affirmation and CreditWatch removal reflects our view of the
progress that the company has made in regard to the various
initiatives to address its liquidity," said Standard & Poor's
credit analyst Stephen Goltz.

"The ratings on Capstone reflect Standard & Poor's view that the
company's revenues and cash flow from long-term power purchase
agreements (PPAs) with provincial government agencies and
investment-grade off-takers is stable. In addition, the company
has made two substantial investments within the past year in
district heating and Bristol Water plc, a regulated U.K. water
utility that provides more consistent revenue streams. These
investments have helped increase Capstone's asset and geographic
diversity. We believe that offsetting these strengths to a certain
degree is the recontracting risk of two power purchase agreements
at the Cardinal and Whitecourt facilities in 2.5 years. While
Capstone has entered negotiations with respect to the Cardinal
facility, it is not clear as to whether the company will be able
to negotiate contracts on as favorable terms," S&P said.

"Capstone owns and operates seven electricity generation assets
with a total installed capacity of 316 megawatts (MW), in addition
to one 20 MW solar facility which began operation in June 2011 and
interests as preferred share holder and lender to a 28 MW biomass
facility at Chapais, Que.; a 30% ownership interest in a Swedish
district heating business; and a 50% interest in a regulated U.K.
water utility," S&P said.

"The stable outlook reflects our view that Capstone benefits from
contracted revenue and insulation from electricity demand and
price risks provided by PPAs with investment-grade off-takers in
the medium term. In addition, the cash flows from its nonpower
related acquisitions increase cash flow diversity and reduce
reliance on the current PPAs, in particular Cardinal," S&P said.

"We could raise the ratings if the company takes steps to improve
its liquidity (for example, through a reduction in its common
share dividend) such that it is consistent with our criteria
description of 'adequate' and demonstrates concrete steps in
recontracting the expiring PPAs while maintaining or improving its
significant financial risk profile. We expect the company to
continue to focus its growth strategy on assets with cash-flow
predictability supported by either favorable contracts or
regulation," S&P said.

"We could consider lowering the ratings should Capstone's overall
cash flow quality weaken materially from its moderate level of
stability. This could come from major operational disruptions in
its generation facilities or acquisition of assets with materially
higher cash flow variability. In addition, we could consider a
negative rating action if we expect the company's cash-flow
coverage measures to weaken materially, with partially
consolidated cash flow to interest falling below 2.7x or partially
consolidated cash flow to total recourse debt falling below 20% on
a sustained basis, in accordance with our criteria for project
developers. This could happen if it increases its reliance on debt
financing to support its growth initiatives or its distribution.
In addition, failure to renew expiring PPAs or replace them with
acquisitions of other contracted assets could also lead to a
downgrade in the medium term," S&P said.


CAR-NUTZ AUTO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Car-Nutz Auto Spa, Inc./Car-Nutz Auto Brokers
        2543 Spring Rd. SE
        Smyrna, GA 30080

Bankruptcy Case No.: 12-63298

Chapter 11 Petition Date: May 30, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: M. Denise Dotson, Esq.
                  M. DENISE DOTSON, LLC
                  170 Mitchell St.
                  Atlanta, GA 30303
                  Tel: (404) 526-8869
                  Fax: (404) 526-8855
                  E-mail: ddotsonlaw@me.com

Scheduled Assets: $499,500

Scheduled Liabilities: $1,997,781

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb12-63298.pdf

The petition was signed by Cleveland G. Meredith, Jr., president.


CANYON HOLDINGS: Plan of Reorganization Wins Court Approval
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
confirmed the Plan of Reorganization dated as of March 20, 2012,
as proposed by Canyon Holdings LLC Series Southgate 42 and
Nantucket Fund, Inc.

The plan contemplates the sale of real estate property under a
Commercial & Investment Real Estate Purchase and Sale Agreement
(CIREPSA) dated Feb. 6, 2012, between J. Hugh Wiebe and Canyon
Holdings, LLC.

The classification and treatment of claims under the Plan are:

     1. Class 1 (Priority Claims) will be paid the entire amount
        of the holder's Allowed Claim by the Reorganized Debtor on
        the later of (a) the Effective Date or (b) the date upon
        which an order of the Court allowing such claim becomes a
        Final Order.

     2. Class 2a (First position Allowed Secured Claim of East
        West Bank) will be paid and satisfied from the sale
        proceeds received from the sale of the Debtor's Real
        Property after crediting the amounts paid to the holder
        during the pendency of the bankruptcy case using the non-
        default rates under the loan documents covering the claim.
        In the event there are funds remaining after the payment
        of the Class 2a and 2f Allowed Claims, the holder of the
        Class 2b Allowed Secured Claim will receive funds up to
        the Allowed amount of the Claim.

     3. Class 2b (Second position Allowed Secured Claim of
        Business Bank) will be paid and satisfied from the sale
        proceeds received from the sale of the Debtor's Real
        Property after crediting the amounts paid to the holder
        during the pendency of the bankruptcy case using the non-
        default rates under the loan documents covering the claim.
        In the event there are funds remaining after the payment
        of the Class 2a and 2f Allowed Claims, the holder of the
        Class 2b Allowed Secured Claim will receive funds up to
        the Allowed amount of the Claim.

     4. Class 2c (Third position Allowed Secured Claim of
        Nantucket Fund, Inc.) will be paid and satisfied from the
        sale proceeds received from the sale of the Debtor's Real
        Property after crediting the amounts paid to the holder
        during the pendency of the bankruptcy case using the non-
        default rates under the loan documents covering the claim.
        In the event there are funds remaining after the payment
        of the Class 2a and 2f Allowed Claims, the holder of the
        Class 2b Allowed Secured Claim will receive funds up to
        the Allowed amount of the Claim.

     5. Class 2d (Fourth position Allowed Secured Claim of
        Business Bank) will be paid and satisfied from the sale
        proceeds received from the sale of the Debtor's Real
        Property after crediting the amounts paid to the holder
        during the pendency of the bankruptcy case using the non-
        default rates under the loan documents covering the claim.
        In the event there are funds remaining after the payment
        of the Class 2a and 2f Allowed Claims, the holder of the
        Class 2b Allowed Secured Claim will receive funds up to
        the Allowed amount of the Claim.

     6. Class 2e (Fifth position Allowed Secured Claim of Joseph
        and Marquetta Novak) will be paid and satisfied from the
        sale proceeds received from the sale of the Debtor's Real
        Property after crediting the amounts paid to the holder
        during the pendency of the bankruptcy case using the non-
        default rates under the loan documents covering the claim.
        In the event there are funds remaining after the payment
        of the Class 2a and 2f Allowed Claims, the holder of the
        Class 2b Allowed Secured Claim will receive funds up to
        the Allowed amount of the Claim.

     7. Class 2f (Allowed Secured Claim of Whatcom County) will be
        paid and satisfied from the sale proceeds received from
        the sale of the Debtor's Real Property after crediting the
        amounts paid to the holder during the pendency of the
        bankruptcy case using the non-default rates under the loan
        documents covering the claim.  In the event there are
        funds remaining after the payment of the Class 2a and 2f
        Allowed Claims, the holder of the Class 2b Allowed Secured
        Claim will receive funds up to the Allowed amount of the
        Claim.

     8. Class 2g (Allowed Secured Claim of any other creditor
        holding a claim secured by assets of the estate) will be
        paid and satisfied from the sale proceeds received from
        the sale of the Debtor's Real Property after crediting the
        amounts paid to the holder during the pendency of the
        bankruptcy case using the non-default rates under the loan
        documents covering the claim.  In the event there are
        funds remaining after the payment of the Class 2a and 2f
        Allowed Claims, the holder of the Class 2b Allowed Secured
        Claim will receive funds up to the Allowed amount of the
        Claim.

     9. Class 3 (Unsecured Claims) will receive no distributions
        unless the Reorganized Debtor successfully prosecutes any
        avoidance claims reserved to it.  The Reorganized Debtor
        will distribute such net proceeds pro rata to the holders
        of Class 3 Unsecured Claims.

    10. Class 4 (Interests) will retain their interests in the
        Reorganized Debtor, but will receive no distributions
        under the Plan.

A full-text copy of the Chapter 11 Plan is available for free at
http://bankrupt.com/misc/CANYON_HOLDINGS_ds.pdf

                      About Canyon Holdings

Clyde Hill, Wash.-based Canyon Holdings LLC Series Southgate 42
owns a condominium project in Bellingham, Wash., and is presently
leasing the units it owns in the facility.

Petitioner Joseph Novack filed an involuntary Chapter 11
bankruptcy petition against the Company (Bankr. W.D. Wash. Case
No. 12-11327) on Feb. 13, 2012.  Jeffrey B. Wells, Esq., in
Seattle, Washington, assist the Debtor in its restructuring
efforts.

Mr. Novak has obtained an order from the Bankruptcy Court
declaring Canyon Holdings in default as required under Section 303
of the Bankruptcy Code.

To date, the U.S. Trustee has not appointed a committee of
unsecured creditors in the Debtor's case.


CANYON HOLDINGS: Wants to Pay Property Tax from Proposed Loan
-------------------------------------------------------------
Canyon Holdings LLC Series Southgate asks the U.S. Bankruptcy
Court for the Western District of Washington to authorize
disbursement of funds to Whatcom County tax assessor and
incurrence of indebtedness.

The Debtor relates that it owes real estate taxes for the second
half of 2011 in the amount of approximately $40,000 with accrued
penalties and interest.  In addition, the first portion of 2012
taxes in the approximate amount of $36,945 was due April 30, 2012.

According to the Debtor's principal, Derek Stebner, the Debtor
plans to contest the tax assessed against the property and
believes it has a claim against Whatcom County for adjustment of
the tax, however, before it can proceed with protesting the
assessed tax, it must be current on all property taxes.

The Debtor proposes to pay the taxes from the April rent proceeds
which it holds and from the funds from prior months that are on
hand with the depository, Marc Stern.

                           Proposed Loan

Mr. Stebner proposes to lend the Debtor funds to cover the
remaining balance.  The loan would be short term and would not
require a security.  The Debtor would propose to repay this
administrative claim with net rental proceeds from May and future
months until paid in full or until closing.

Pursuant to the cash collateral order the Debtor is to turn rent
proceeds over to Mr. Stern.  Up to now the collected rent was
first deposited into a pooled account, but at the U.S. Trustee's
request Debtor has opened a new separate DIP account for rent
receipts.  Unfortunately the Debtor just lost its bookkeeper, and
Debtor's principal is still acquainting himself with the
accounting until a new bookkeeper is found.  Therefore he has been
unable to date to transfer the April receipts to Mr. Stern or to
the new account.

Given the short amount of time before the taxes are due, the
Debtor proposes to pay the April receipts directly over to Chester
Lackey, special counsel assisting Debtor in protesting the tax
assessed by Whatcom County.  Mr. Lackey needs to prepare
documentation indicating Debtor's intent to protest the tax and
submit that with the tax payment in order to avoid waiving
Debtor's claim. Mr. Stebner will provide a full accounting of the
funds transferred to Mr. Lackey.

                       About Canyon Holdings

Clyde Hill, Wash.-based Canyon Holdings LLC Series Southgate 42
owns a condominium project in Bellingham, Wash., and is presently
leasing the units it owns in the facility.

Petitioner Joseph Novack filed an involuntary Chapter 11
bankruptcy petition against the Company (Bankr. W.D. Wash. Case
No. 12-11327) on Feb. 13, 2012.  Jeffrey B. Wells, Esq., in
Seattle, Wash., assist the Debtor in its restructuring efforts.

Mr. Novak has obtained an order from the Bankruptcy Court
declaring Canyon Holdings in default as required under Section 303
of the Bankruptcy Code.

To date, the U.S. Trustee has not appointed a committee of
unsecured creditors in the Debtor's case.


CENVEO INC: S&P Gives 'BB-' Rating on $65MM Incremental Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services' 'BB-' issue rating on Cenveo
Corp.'s senior secured debt due 2016 is not changed by the $65
million add-on. The recovery rating of '1', indicating its
expectation of very high (90% to 100%) recovery for lenders in
the event of a payment default is unchanged. Cenveo Corp. is a
subsidiary of Stamford, Conn.-based diversified printing company
Cenveo Inc. The issue rating is two notches above the 'B'
corporate credit rating on the parent.

"We expect Cenveo to use net proceeds to pay down its revolving
credit facility.  The company also plans to amend its credit
agreement to allow the company to use its revolving credit
facility to redeem the 7.875% senior subordinated notes due 2013,"
S&P said.

"The corporate credit rating on Cenveo Inc. is 'B', with a
negative rating outlook. The rating reflects our expectation that
Cenveo's leverage will remain high and coverage will remain weak.
For these reasons, we consider Cenveo's financial profile 'highly
leveraged'. We view the company's business risk profile as 'weak'
because of Cenveo's participation in the highly competitive and
cyclical printing market. We expect ongoing pricing pressure from
industry overcapacity and limited scope for margin improvement.
Over the near term, we expect this will result in flat- to lower-
organic revenue. Our negative outlook reflects the potential for a
downgrade as the Dec. 1, 2013 maturity date of the remaining
balance on its notes approaches. We could lower our rating if the
balance of the notes due 2013 remains meaningful, the company's
margin of compliance declines to 10% or lower, discretionary cash
flow contracts to less than $50 million, and we become
increasingly convinced that the company's cash flow generation and
liquid resources may be insufficient to meet its 2013
obligations," S&P said.

RATINGS LIST

Cenveo Inc.
Corporate Credit Rating                     B/Negative/--

Senior Secured
  $445 million term loan due 2016            BB-
   Recovery Rating                           1


CHINA TEL GROUP: To Issue 39.3-Mil. Common Shares to Contractors
----------------------------------------------------------------
VelaTel Global Communications, Inc., formerly known as China Tel
Group Inc., filed with the U.S. Securities and Exchange Commission
a Form S-8 registering 39,368,196 shares of common stock issuable
to independent contractors for services provided to the Company by
the consultants pursuant to Independent Contractor Agreements.
The proposed maximum aggregate offering price is $704,690.  A copy
of the filing is available for free at http://is.gd/OuG8FD

                           About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 in 2011, compared with a
net loss of $66.62 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$13.57 million in total assets, $19.53 million in total
liabilities and a $5.95 million total stockholders' deficiency.


CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 77.86 cents-on-the-dollar during the week ended Friday, June 1,
2012, a drop of 0.71 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 365 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Jan. 30, 2016, and carries Moody's 'Caa1' rating and Standard &
Poor's 'CCC+' rating.  The loan is one of the biggest gainers and
losers among 153 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                       About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

Clear Channel had a net loss of $143.63 million on $1.36 billion
of revenue for the three months ended March 31, 2012.  Clear
Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010.  The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.

The Company's balance sheet at March 31, 2012, showed
$16.48 billion in total assets, $24.29 billion in total
liabilities, and a $7.80 billion total members' deficit.

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.

                         Bankruptcy Warning

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.

The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time.  Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations.  The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives.  These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations.  If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.


COLLINGSWOOD BOROUGH: Moody's Raises LT G.O. Rating From 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has upgraded Collingswood Borough's (NJ)
long-term general obligation rating to Baa3 from Ba1. The action
affects $30.6 million of outstanding long-term debt secured by the
borough's general obligation unlimited tax pledge. The previous
rating of Ba1 was placed under review with direction uncertain on
March 5, 2012. This action resolves that review.

Rating Rationale

The upgrade of the borough's rating to Baa3 from reflects the
reduction of risk associated with near-term maturity of short term
debt, through the successful financing of a portion of a bank loan
that the borough had guaranteed on behalf of a private developer
in the amount of $4.5 million with a $5.1 million one-year bond
anticipation note.

Also incorporated into the Baa3 rating is the borough's high debt
burden and very high annual debt service of 16.6% of expenditures.
It additionally factors in the borough's moderate reliance on
PILOT revenues and lease payments from redevelopment projects to
fund operations (12% of budget), including debt service. Further,
the rating considers Collingswood's modest remaining guaranteed
debt related to redevelopment of $402,000 (2.6% of budget). The
borough also maintains an adequate Current Fund balance of 6.5% of
Current fund revenues and is comprised of a modestly-sized tax
base with wealth levels that track slightly above the national
median.

Strengths

- Adequate financial position

- Above-average wealth levels

Challenges

- Elevated debt burden and high debt service as a percentage of
expenditures

- Enterprise risk and market access risk for notes

- High unemployment rate

- Levy raising limitation imposed by state-wide 2% cap over the
   prior year

What Could Make The Rating Go Up:

* Demonstrated market access for future bond and note issues

* Significant augmentation of reserves

* Debt burden or debt service decline

* Reduced reliance on redevelopment-related revenues to fund
   operations and debt service

What Could Make The Rating Go Down:

* Additional future guarantees or debt issues on behalf of
   private enterprises

* Difficulty accessing the capital markets for future bonds and
   notes

* Erosion of financial reserves

* Significant declines in tax base

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


COMSTOCK RESOURCES: Moody's Rates $250MM Sr. Unsec. Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Comstock
Resources, Inc.'s proposed $250 million senior unsecured notes due
2020. Moody's also raised Comstock's Speculative Grade Liquidity
(SGL) rating to SGL-3 from SGL-4. The rating outlook is stable.
Proceeds from the notes offering will be used to repay borrowings
under the company's credit facility.

Rating Rationale

"The notes issue enhances liquidity to help fund the 2012 capital
spending budget, increases the undrawn amount under the credit
facility which provides additional cushion against the risk of
negative borrowing base redeterminations, and will help to fund
the transition to becoming a more oil focused company," commented
Jonathan Kalmanoff, Moody's Analyst.

The B3 senior unsecured note rating is notched down from
Comstock's B2 corporate family rating (CFR), which 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. The rating is 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 B3 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 LGD5-85%. 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.

The change to SGL-3 from SGL-4 reflects increased liquidity
resulting from both asset sales during the first and second
quarters of 2012 and the proposed notes issuance. The SGL-3
reflects adequate liquidity through the second quarter of 2013. At
May 31, 2012, pro forma for the proposed senior notes issue,
Comstock had $340.6 million of availability under the its
borrowing base credit facility and $4 million of cash. However the
company may not be able to draw the full $340.6 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 $583.6 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
maintain adequate liquidity as it funds the transition to becoming
a more oil focused company, and will achieve reasonable
operational success with increasing the proportion of oil
production. Moody's could downgrade the CFR if liquidity
deteriorates, 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 Moody's 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.


CONSOLIDATED CONTAINER: Moodys Reviews 'B2' CFR for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the B2 corporate family and other
instrument ratings of Consolidated Container Company LLC ("CCC")
under review for possible downgrade. The review follows the CCC's
announcement that it will be acquired by affiliates of Bain
Capital Partners LLC. Terms of the definitive agreement to
purchase the privately held business from Vestar Capital Partners
and its other investors were not disclosed. The transaction is
expected to close during the third quarter of 2012.

Moody's took the following actions:

     Corporate Family Rating, Placed under Review for Possible
     Downgrade, currently B2

     Probability of Default Rating, Placed under Review for
     Possible Downgrade, currently B2

     $390 million PP&E term loan facility due 2014, Placed under
     Review for Possible Downgrade, currently rated B1 (LGD 3,
     39%)

     $250 million second lien term loan due 2014, Placed under
     Review for Possible Downgrade, currently rated Caa1 (LGD 5,
     79%)

Ratings Rationale

Moody's review will focus on the financing for the deal, final
capital structure, pro-forma credit metrics, and the company's
strategic and financial plan going forward.

The principal methodology used in rating Consolidated Container
Company LLC was the Global Packaging Manufacturers: Metal, Glass,
and Plastic Containers Industry Methodology published in June
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Based in Atlanta, Georgia, Consolidated container Company LLC
("CCC") is a leading domestic developer, manufacturer and marketer
of rigid plastic containers for mostly branded consumer products
and beverage companies. End markets include the dairy, water,
other beverage (juice, teas), food, household chemical,
automotive, agricultural, and industrial chemical sectors. Dairy
is the largest end market accounting for approximately 36% of
sales in 2011. Approximately 97% of 2011 revenue was generated
domestically. Revenues for the twelve months ended March 31, 2012
were approximately $739 million. The majority of the company is
currently owned by Vestar Capital Partners and a subsidiary of
Dean Foods also owns a significant share.


COSI INC: Fails to Comply With Nasdaq Minimum Bid Price
-------------------------------------------------------
Cosi Inc. had received notice from the Listing Qualifications
Department of the Nasdaq Stock Market indicating that, for the
last 30 consecutive business days, the bid price for the Company's
common stock had closed below the minimum $1.00 per share required
for continued inclusion on The Nasdaq Global Market under Nasdaq
Listing Rule 5450(a)(1).  The notification letter states that the
Company will be afforded 180 calendar days, or until Nov. 21,
2012, to regain compliance with the minimum bid price requirement.
In order to regain compliance, shares of the Company's common
stock must maintain a minimum bid closing price of at least $1.00
per share for a minimum of ten consecutive business days.  The
notification letter has no effect at this time on the listing of
the Company's common stock on The Nasdaq Global Market.  Cosi's
common stock will continue to trade on The Nasdaq Global Market
under the symbol "COSI."

If the Company does not regain compliance by Nov. 21, 2012, Nasdaq
will provide written notification to the Company that the
Company's common stock will be delisted.  At that time, the
Company may appeal Nasdaq's delisting determination to a Nasdaq
Listing Qualifications Panel.  Alternatively, the Company may be
eligible for an additional grace period if it satisfies all of the
requirements, other than the minimum bid price requirement, for
initial listing on The Nasdaq Capital Market set forth in Nasdaq
Listing Rule 5505.  To avail itself of this alternative, the
Company would need to submit an application to transfer its
securities to The Nasdaq Capital Market.

The Company intends to actively monitor the bid price for its
common stock between now and Nov. 21, 2012, and will consider all
available options to resolve the deficiency and regain compliance
with the Nasdaq minimum bid price requirements.

                         About Cosi, Inc.

Cosi, Inc. -- http://www.getcosi.com/-- is a national fast-casual
restaurant chain that has developed featured foods built around a
secret, generations-old recipe for crackly crust flatbread.  This
artisan bread is freshly baked in front of customers throughout
the day in open flame stone hearth ovens prominently located in
each of the restaurants.  Cosi's warm and urbane atmosphere is
geared towards its sophisticated, upscale, urban and suburban
guests.  There are currently 79 Company-owned and 54 franchise
restaurants operating in seventeen states, the District of
Columbia and the United Arab Emirates.  The Cosi(R) vision is to
become America's favorite fast-casual restaurant by providing
customers authentic, innovative, savory food.


CULLIGAN INT'L: Bank Debt Trades at 17% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Culligan
International Co. is a borrower traded in the secondary market at
83.00 cents-on-the-dollar during the week ended Friday, June 1,
2012, an increase of 1.83 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
16, 2012, and carries Moody's 'Caa2' rating.  The loan is one of
the biggest gainers and losers among 153 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                   About Culligan International

Culligan International Co. is a water services provider based in
Rosemont, Illinois.  The company distributes its products
primarily through an extensive dealer network.

                          *     *     *

The Troubled Company Reporter, on May 25, 2012, reported that
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.

As reported by the Troubled Company Reporter on May 25, 2011,
Standard & Poor's lowered its ratings on Culligan International
Co., including its corporate credit rating to 'CCC+' from 'B-'.
"At the same time, we revised our recovery ratings on the
company's first-lien credit facilities to '4' from '3'.  The
negative outlook reflects the company' continued very weak
operating performance, as well as uncertainty about Culligan's
ability to meet future liquidity needs given its significant
refinancing risk within the next 11-19 months," S&P stated.

The ratings on Culligan reflect the company's very highly
leveraged financial profile, which includes significant
refinancing risk.  The rating outlook is negative, reflecting
Culligan's significant refinancing risk, as well as Standard &
Poor's belief that the company's financial performance will
continue to be hurt by the lingering weak macroeconomic
environment.

On May 16, 2011, the TCR reported that Moody's has lowered the
corporate family rating (CFR) and probability of default rating of
Culligan International Company to Caa3 from Caa1.  At the same
time, the ratings on the first lien facilities were lowered to
Caa2 from B3 and the rating on the second lien term loan was
lowered to Ca from Caa3.  The ratings outlook is negative.

The downgrade of the CFR to Caa3 reflects Moody's expectation that
Culligan's default risk will continue to increase over the next
twelve to eighteen months as the maturities of its revolver and
term loan approach in May 2012 and November 2012, respectively.
The Caa3 rating reflects this heightened risk of default as well
as the company's high leverage, roughly 15.0x, weakness in its
operating performance and ongoing cash consumption.  Moody's
anticipates that existing cash balances, revolver availability
(through March 2012) and expected proceeds from the sale of its
company owned dealerships in North America should fund operations
through the maturity of the term loan.  However, given the
approaching debt maturities and an over-leveraged capital
structure, Moody's anticipates that a distressed exchange,
bankruptcy or a payment default over the next eighteen months is
possible.


DC DEVELOPMENT: Wisp Ski Resort May File Plan That Precludes Sale
-----------------------------------------------------------------
The Associated Press reports one of the co-owners of the Wisp ski
resort in Maryland said Thursday they have met with a number of
potential buyers in their efforts to stave off financial failure.
According to the AP, co-owner Karen Myers said selling the western
Maryland resort is not inevitable, as one of the group's major
creditors claimed in a U.S. Bankruptcy Court filing.

According to the report, Ms. Myers said she expects D.C.
Development LLC to file a plan of reorganization or debt
restructuring that may preclude a sale of its assets.

The report also relates, in a May 11 filing, D.C. Development said
its investment banker, SSG Capital Advisors, has contacted 258
potential buyers and signed agreements giving 13 of them access to
the group's confidential financial information.  SSG has asked
prospective buyers to submit letters of intent by mid-June.

The report says D.C. Development is seeking a 120-day extension of
a court-imposed June 11 deadline for filing its reorganization
plan.  The partners said they expect to reach agreements soon that
would ease their financial distress but that the process may not
be finalized or implemented by June 11.

The report says First United Bank & Trust, which is owed
$12 million, opposes an extension of the plan filing deadline.
The bank said a sale or liquidation of the group's assets seems
inevitable given the partner's negative cash flow, dwindling
resources and the tight credit market.  The bank said it expects
the partners to run out of cash for ski operations by October.

                        About Wisp Resort

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operate a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 111 filing.

The Debtors engaged Logan, Yumkas, Vidmar & Sweeney LLC as counsel
and tapped Invotex Group as financial restructuring consultant.
SSG Capital Advisors, LLC, serves as exclusive investment banker
to the Debtors.  The Official Committee of Unsecured Creditors has
tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel.


DESERT OASIS: Court Denies Wells Fargo's Motion for Lift of Stay
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada denied Wells
Fargo Bank, N.A.'s motion for relief of stay in the Chapter 11
case of Desert Oasis Apartments LLC, pending appeal.

CT Investment Management Co., LLC as special services to Wells
Fargo Bank, N.A., as trustee for the registered holders of J.P.
Morgan Chase Commercial Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2001 FL1, filed the motion.

The Debtor, in its opposition to Wells Fargo's motion, stated that
the lender failed to fulfill its burden of proving that the
extraordinary remedy of a discretionary stay.

The Debtor added that the stay would also result to:

   -- unsecured creditors not being paid within 18 months and
      would not be compensated for the delay with interest
      payments as the confirmed plan does not provide for interest
      on unsecured claims;

   -- the cash flow produced by the Debtor's operations will be
      restricted because it would remain the lender's cash
      collateral inhibiting the Debtor from further developing the
      property and maintaining it in the event of unusual
      problems; and

   -- the Debtor will likely be required to keep the Chapter 11
      case open which will cause it to incur continuing
      administrative expenses.

                  About Desert Oasis Apartments

Desert Oasis Apartments LLC owns a garden-style apartment complex
situated across the boulevard from the Mandalay Bay Resort.  The
apartment complex is valued at least $6,500,000.

Secured creditor Wells Fargo set a trustee's sale on the apartment
complex for May 11, 2011, but Desert Oasis sought bankruptcy
protection (Bankr. D. Nev. Case No. 11-17208) the day before the
sale.  Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law
Firm, serves as the Debtor's bankruptcy counsel.  The Company
disclosed $18.07 million in assets and $20.3 million in
liabilities as of the Chapter 11 filing.


DEWEY & LEBOEUF: Mulls Clawback Suits Against Former Partners
-------------------------------------------------------------
The Wall Street Journal's Jennifer Smith reports the bankruptcy
estate of Dewey & LeBoeuf LLP is considering claims to recover
profits from unfinished legal work that partners who were poached
took to their new firms.  According to WSJ, Joff Mitchell, the
firm's chief restructuring officer from Zolfo Cooper, said in an
interview he will investigate possible claims against third
parties -- which could include former partners and the law firms
they joined -- and "attempt to settle or pursue them as
appropriate."  Mr. Mitchell, a senior managing director at Zolfo
Cooper, said his team hasn't yet identified all the potential
targets for claims.  He said the main source for repaying Dewey's
creditors will be collecting an estimated $255 million in legal
work for which the firm hasn't yet been paid.

WSJ notes a wrinkle in the Dewey situation: Most partners left
before the firm went under.  According to WSJ, typically
unfinished-business claims are used against firms that take on
partners after a firm has dissolved, a technical step Dewey
skipped over when it filed for Chapter 11 last week.

WSJ says a recent court ruling involving defunct New York firm,
Coudert Brothers LLP, could broaden the basis for such claims to
include partner exits from functioning law firms and provide added
traction should Mr. Mitchell end up targeting firms that took on
Dewey partners.  Last week a federal judge in New York ruled that
profits from Coudert's unfinished business were "property" of the
partnership, not the new firms joined by its former partners after
Coudert dissolved.

"To the extent that we the estate have claims, we would like to
settle those claims sooner rather than later," Mr. Mitchell said,
according to WSJ.  "So yes, we will pursue them, we will engage
quickly with the successor firms with a view to settling those."

According to the report, Mr. Mitchell said the estate hasn't
considered additional claims targeting the firm's former
leadership.

WSJ notes Dewey has hired a consultant, Goldin Associates LLC, to
evaluate clawbacks of compensation paid out to partners after the
firm ceased to be profitable.  The group's founder, Harrison J.
Goldin, also put together an $11.7 million partner settlement plan
for Coudert Brothers after that firm entered bankruptcy court in
2006.


DEWEY & LEBOEUF: Organizational Meeting Held
--------------------------------------------
The Am Law Daily recounted what transpired at the organizational
meeting scheduled less than 48 hours following the Chapter 11
filing of Dewey & LeBoeuf.  The meeting on May 30, set to form an
official committee of creditors in the case, was held in a
conference room at the Sheraton New York Hotel.  The Am Law Daily
relates the session ended before an official committee of
unsecured creditors could be formed or counsel to that committee
could be appointed.  The parties resumed unfinished business
following the bankruptcy court hearing on May 31.

As reported by the Troubled Company Reporter on Friday, the U.S.
Trustee formed two committees -- one to represent unsecured
creditors and the second to represent former Dewey partners.

According to Am Law Daily, several of the 55 or so attendees at
the noon meeting said they had never seen such a session called so
quickly.  Typically, several of those on hand said, an
organizational meeting convened to create a committee and choose
financial and legal advisers does not happen until a week or two
after a bankruptcy filing.

The report relates, at the meeting, Dewey bankruptcy counsel
Albert Togut, Esq., at Togut Segal & Segal, recounted the firm's
version of how it came to be forced to seek Chapter 11 protection.
The introductions also included remarks by Brian Matsumoto, a
lawyer with the US trustee's office, and Joff Mitchell of Zolfo
Cooper, the Dewey estate's chief restructuring officer.  Mr.
Mitchell mentioned that only two partners are currently employed
by Dewey, executive partner Stephen Horvath and general counsel
Janis Meyer, who have committed to stay on for three months and
six months respectively to help with the firm's liquidation.

The report adds Mr. Mitchell echoed Mr. Togut's comments by
emphasizing that those overseeing the wind-down of Dewey's
operations hope to complete the bankruptcy process quickly and
civilly.  "We can all fight and argue and spend an awful lot in
professional fees," he said, or the parties involved can try to
cooperate with one another.

According to the report, firms with lawyers present who were
seeking the assignment to advise the unsecured creditors'
committee included Edwards Wildman Palmer, Brown Rudnick, McCarter
& English and New York bankruptcy and litigation boutique DiConza
Traurig Magaliff.

The report notes McCarter & English partners David Adler and
Joseph Scholz recently helped secure a decision in New York
federal court related to the bankruptcy of defunct law firm,
Coudert Brothers, that opens the doors to Coudert recovering money
from former partners for work brought with them when the firm went
under in 2006.

The report notes the decision could have major implications for
Dewey, though Togut has now publicly insisted twice that the Dewey
estate is attempting to settle disputes with former firm partners
quickly and without litigation.  "What partners want is to be free
of the bankruptcy," said Mr. Togut.

                       About Dewey & LeBoeuf

New York-based law firm Dewey & LeBoeuf LLP sought Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the
wind-down of its operations.  The firm had struggled with high
debt and partner defections.  Dewey disclosed debt of $245 million
and assets of $193 million in its chapter 11 filing late evening
on May 29, 2012.

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for $6
million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.


DEX MEDIA EAST: Bank Debt Trades at 47% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 53.17 cents-on-
the-dollar during the week ended Friday, June 1, 2012, a drop of
0.43 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2014.  The
loan is one of the biggest gainers and losers among 153 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

              About R.H. Donnelley & Dex Media East

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009.  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

                           *     *     *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DRUMM INVESTORS: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Fort Smith, Ark.-based Drumm Investors LLC and
revised the rating outlook to negative from stable.

"We also affirmed our 'B+' senior secured rating on the company's
term loan and revolving credit facility. The recovery rating on
this debt remains '3', indicating our expectation of meaningful
(50% to 70%) recovery for lenders in case of default," S&P said.

"The ratings on Drumm is based on our assessment of the company's
business risk profile as 'weak,' reflecting significant
reimbursement risk such as the recent Medicare payment cut to
nursing homes and adverse changes to the reimbursement rules for
group therapy services," said Standard & Poor's credit analyst
David Peknay. "We consider the financial risk profile
'aggressive,' reflecting our expectation of leverage below 5x. We
expect Drumm's total revenue to be flat to 1% higher in 2012,
compared with 2.4% growth in 2011, primarily because of the full-
year impact of the late 2011 Medicare rate cut. This expectation
also includes no Medicaid rate increases on average for all the
states where Drumm operates. We also expect patient days in its
nursing homes to be relatively flat as an extension of the recent
trend."

"We expect Drumm's lease-adjusted EBITDA margin to decrease by
about 200 basis points (bps) in 2012. This estimate includes our
view of the impact of the Medicare rate cut on Drumm's nursing
home business and also considers the company's cost-control
efforts to partly mitigate the rate cut. These efforts may include
labor force reductions and vendor renegotiations," S&P said.

"Our rating outlook on Drumm is negative. We will lower the rating
if the company's efforts to counteract the recent reimbursement
cuts are unable to sustainably reduce leverage back below 5x; we
would also consider lowering the rating within the next six months
if Drumm does not address the slim covenant cushion and potential
for a covenant violation upon the next step-down in early 2013. We
believe an amendment may be necessary as reflected in our slim
bank covenant cushion estimate in 2013, leaving little room for
error," S&P said.

"If Drumm's cost-mitigation efforts and debt reduction results in
leverage remaining below 5x and we believe it will remain there,
we could revise the outlook to stable. This would require Drumm to
provide a solution for maintaining a 15% cushion for its
restrictive covenant requirements that include 50-bp step-downs in
both early 2013 and 2014. Without an amendment, we estimate that
bank-calculated EBITDA would have to rise to the $335 million
range, assuming repayment of debt with free cash flow to achieve a
15% cushion after the early 2013 step-down," S&P said.


DURA SHIELD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dura Shield Companies, Inc.
        21N988 Pepper Road
        Barrington, IL 60010

Bankruptcy Case No.: 12-22009

Chapter 11 Petition Date: May 30, 2012

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

Judge: Donald R. Cassling

Debtor's Counsel: Thomas W. McEvoy, Esq.
                  228 W. Main Street
                  Barrington, IL 60010
                  Tel: (847)543-0201
                  E-mail: tommcevoy@msn.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-22009.pdf

The petition was signed by Richard Donlea, president.


DYNEGY INC: Wins Court Nod of Settlement With Creditors
-------------------------------------------------------
Dynegy Inc. has received approval from the U.S. Bankruptcy Court
for its amended and restated settlement agreement that was
executed on May 30, 2012 with all of its major creditor
constituencies, including holders of a significant portion of DH's
senior notes, certain lease certificate holders and holders of a
majority of its outstanding subordinated notes.  Creditors who are
parties to the settlement agreement hold over $2.7 billion of
claims against Dynegy's subsidiary, Dynegy Holdings, LLC (DH).
The amended and restated settlement agreement resolves all
disputes, claims and causes of action between and among DH, Dynegy
and the settling parties, with respect to the matters therein.
Dynegy expects to file an amended plan of reorganization and
related disclosure statement for DH in the near future, which will
be subject to a formal creditor vote and confirmation by the U.S.
Bankruptcy Court.

"Today's approval of the settlement agreement marks a significant
move forward in DH's Chapter 11 case and establishes the
foundation for the remaining steps in the restructuring process.
We are pleased that all major creditor groups are now a part of
the settlement agreement and look forward to their continued
support as we work together towards a fall 2012 Chapter 11
emergence date," said Robert C. Flexon, President and Chief
Executive Officer of both Dynegy and DH.

                          About Dynegy Inc.

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

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

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

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

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

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

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

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

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


ENDO HEALTH: S&P Affirms 'BB' Corp. Credit Rating on Patent Pact
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Chadds Ford, Penn.-based Endo Health Solutions
Inc. The outlook is stable.

"We also affirmed our 'BBB-' issue-level and '1' recovery ratings
on Endo's senior secured debt and our 'BB-' and '5' recovery
ratings on its senior unsecured debt," S&P said.

"The ratings affirmation reflects our belief that, over the next
12-18 months, the company will use its free cash flow to reduce
leverage to 3x or less in anticipation of a potential generic
launch of Lidoderm by Watson on Sept. 15, 2013," said Standard &
Poor's credit analyst Michael Berrian. "Despite the potential for
an EBITDA contraction in 2013 and 2014, we have a high degree of
confidence that Endo's debt leverage will not exceed 4x over that
period."

"The rating on Endo reflects its 'significant' financial risk
profile and leverage of 3.4x as of March 31, 2012. The leverage
results from higher debt incurred for the $4.1 billion of
acquisitions completed over the past 18 months. Standard & Poor's
believes Endo has only a 'fair' business risk profile, given
franchise and product concentrations," S&P said.


ENERGY CONVERSION: Wants to Auction Machinery Later This Month
----------------------------------------------------------------
Energy Conversion Devices, Inc., and United Solar Ovonic LLC ask
the U.S. Bankruptcy Court for the Eastern District of Michigan
to authorize the sale of substantially all of the machinery and
equipment located at the Debtors' remaining facilities:

   1. 3800 Lapeer Road, Auburn Hills, Michigan;

   2. 10 Clark Road, Battle Creek, Michigan;

   3. 1 and 2 Solar Parkway, Greenville, Michigan;

   4. Calle Veccinal 8755 Colonia El Tecolote, Tijuana, MX; and

   5. 1100 and 1104 Maple Road, Troy, Michigan.

The Debtor did not identify stalking-horse bidders for the assets.

In order to maximize the value of the Debtors' machinery and
equipment, the Debtors have retained auctioneers with experience
in solar industry and large chapter 11 bankruptcy proceedings to
conduct auctions of the Debtors' machinery and equipment.

The Debtors and auctioneers are in the process of taking inventory
of the equipment.  The Debtors will show final catalog of the
equipment no later than five days before the first day bidding
begins at the auction.

The Debtors propose this timeline for the auction:

      June 19 - 21:      Online/onsite auction sale for the
                         Equipment located at Calle Veccinal 8755
                         Colonia El Tecolote, Tijuana, MX (the
                         Mexican Facility) and at
                         www.hilcoind.com/sales

      June 26 - 28:      Online/onsite auction sale for the
                         remainder of the equipment at the
                         facilities, excluding the Mexican
                         Facility, and at www.hilcoind.com/sales

                       About Energy Conversion

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

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

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

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


EVELYN C MAGGIO: Court Won't Extend Automatic Stay
--------------------------------------------------
Evelyn C. Maggio, an attorney licensed in the state of New Jersey,
on Sept. 13, 2011, filed a chapter 13 bankruptcy petition in the
District of New Jersey.  This petition was dismissed on Feb. 28,
2012, for failure to prosecute, failure to file a confirmable
plan, and exceeding the chapter 13 debt limit under Sec. 109(e) of
the Bankruptcy Code.  Sec. 109(e) sets a limit of $360,475 for
unsecured debt that is liquidated and noncontingent.  Two days
after the dismissal of her first chapter 13 bankruptcy petition,
the debtor filed a chapter 11 bankruptcy petition (Bankr. D. N.J.
Case No. 12-15302) on March 1, 2012.  The chapter 11 petition was
dismissed for failure to file a confirmable plan on April 16,
2012.

In both the first chapter 13 petition and the chapter 11 petition,
the debtor stated that she was a resident of New Jersey and that
her street address was in Whitehouse Station, New Jersey.  She
filed a second chapter 13 bankruptcy petition (Bankr. E.D.N.C.
Case No. 12-03581) on May 10, 2012.  In the May 10 petition the
debtor stated that she is a resident of North Carolina and that
her home is in Leland, North Carolina.

Prior to filing her first chapter 13 bankruptcy petition, the
debtor was a plaintiff in a New York state court action for sexual
harassment.  That action gave rise to a counterclaim for false
arrest and defamation that resulted in a jury award against her of
$2.3 million.  The debtor and the defendant in that state court
action agreed to settle the case for $425,000 to be paid within 30
days, and an order approving that settlement was entered by the
trial judge.  In a separate agreement, the debtor and her
insurance carrier agreed that, if she paid $100,000 of the
settlement, the insurance company would pay the remaining
$325,000.  To date, neither the debtor nor her insurance company
have paid.

At the hearing, the debtor testified that her financial
circumstances had not changed since she filed the dismissed
chapter 13 and chapter 11 bankruptcy petitions.  An attorney, she
also stated that she is a North Carolina resident -- and has been
since at least 2005 -- though, less than one year ago, she signed
the two New Jersey bankruptcy petitions under penalty of perjury.
She explained that she lives in Leland, North Carolina, but is
also a full-time faculty member at Medgar Evers College in
Brooklyn, New York, 12 hours away, where she is chair of the
Department of Business Administration, and, last semester, taught
two classes.

Because the automatic stay does not arise if a debtor has had two
or more bankruptcy petitions pending in the previous year that
have been dismissed, the automatic stay did not apply to the
debtor's May 10 chapter 13 bankruptcy filing.  Hence, she filed a
motion to extend the automatic stay on May 11, and on May 18 filed
an application to reduce the response time and expedite the
hearing on the matter.

Bankruptcy Judge J. Rich Leonard, however, denied the debtor's
request to extend the automatic stay, saying she has failed to
rebut the presumption of bad faith.  A copy of the Court's May 30,
2012 Order is available at http://is.gd/PDGBadfrom Leagle.com.


FIDELITY & GUARANTY: S&P Raises Issuer Credit Rating to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its unsolicited issuer
credit rating on Fidelity & Guaranty Life Insurance Co. (FGLIC) to
'BB' from 'BB-'. The outlook is positive.

"The upgrade and positive outlook reflect FGLIC's continuing
positive operating performance, its strengthened capitalization,
the decreased risk in its investment portfolio, and its improving
sales," said Standard & Poor's credit analyst Marilyn Castro.

"In 2011, FGLIC had an adjusted statutory net income of $148
million. The 2011 adjusted net income included net realized
capital losses of $6 million and unrealized capital losses on
derivatives of $99 million, and excluded one-time charges of $136
million resulting from reinsurance transactions in 2011.
In comparison, FGLIC's adjusted statutory net income was $168
million in 2010. The 2010 adjusted net income included net
realized capital losses of $49 million and unrealized capital
losses on derivatives of $80 million. When analyzing statutory net
income, we adjust earnings to include the unrealized gains or
losses on the derivatives backing the equity-indexed annuities
(reported as a component of capital and surplus) to match it
against the offsetting credit to reserves (reported in income from
operations). The year-over-year decline in FGLIC's net income was
primarily due to declines in net investment income," S&P said.

"The positive outlook reflects our view of FGLIC's positive
operating performance and sales trends, its strengthened
capitalization, and its continued derisking of its investment
portfolio. There is a one-in-three probability that we could raise
the rating within the next year if FGLIC's operating performance
remains positive and it maintains capitalization at current
levels. We could lower the rating if Harbinger Group Inc. allows
capital to erode to an RBC ratio of less than 300%, if FGLIC
manages the investment portfolio more aggressively, or if the
company's competitive position weakens," S&P said.

"We expect that FGLIC's 2012 equity-indexed annuity sales will
increase 5%-10% from 2011 levels," said Ms. Castro. "We also
expect that FGLIC will produce at least $100 million in adjusted
statutory net income in 2012 and maintain a top 10 position in its
primary niche businesses: equity indexed annuities and equity
indexed life insurance."


FIRST INDUSTRIAL: Fitch Keeps 'B' Rating on $275MM Preferred Stock
------------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of First Industrial
Realty Trust, Inc. (NYSE: FR) and its operating partnership, First
Industrial, L.P. (collectively, First Industrial) as follows:

First Industrial Realty Trust, Inc.

  -- Issuer Default Rating (IDR) at 'BB';
  -- $275 million preferred stock at 'B+'.

First Industrial, L.P.

  -- IDR at 'BB';
  -- $644 million senior unsecured notes at 'BB'.

In addition, Fitch has assigned a 'BB' rating to First Industrial,
L.P.'s $450 million unsecured revolving credit facility entered
into on Dec. 14, 2011 and withdrawn the 'BB' rating on First
Industrial, L.P.'s previous credit facility commitment, that
included a $200 million term borrowing and an aggregate $200
million of revolving borrowings.

The Rating Outlook is Stable.

The affirmation of First Industrial's IDR at 'BB' reflects the
company's low leverage for the rating category, solid liquidity
position, limited development risk, and minimal tenant
concentration.  In addition, the company's industrial real estate
portfolio spans numerous U.S. markets that are experiencing
stabilizing property fundamentals.  The ratings are balanced by a
fixed-charge coverage ratio that remains low for the 'BB' rating
and the company's continued migration towards a secured funding
strategy that has reduced the size of the unencumbered pool and
may limit financial flexibility over the longer term.

Leverage is low for the 'BB' rating.  Net debt to recurring
operating EBITDA was 7.0x as of March 31, 2012, down from 7.2x and
8.3x as of Dec. 31, 2011 and Dec. 31, 2010, respectively.
Retained cash flow used for debt repayment has been the primary
contributor towards leverage reductions.

Fitch does not anticipate the company reinstating a common stock
dividend in the near term, which along with the deployment of
asset sale proceeds for debt repayment and improving fundamentals
should result in leverage sustaining between 6.5x and 7.0x over
the next 12-to-24 months.  In a stress case not anticipated by
Fitch in which First Industrial repeats its 2009-2011 property-
level performance over the next several years, leverage would
approach 7.5x, which would remain appropriate for the 'BB' rating.

The company has limited development risk, consisting of only one
project. As of March 31, 2012, the First Inland Logistics Center
in the Inland Empire, California was not leased and represented an
investment of $35.4 million, of which 85% was funded to date.

First Industrial's properties are leased to 1,955 tenants, with a
negligible concentration of tenant credit risk.  The top tenant,
ADESA, comprised 2.7% of total rent as of March 31, 2012, followed
by Ozburn-Hessey Logistics at 1.9%, General Services
Administration of the U.S. Government (Fitch IDR of 'AAA',
Negative Outlook) at 1.7%, Quidsi, Inc. at 1.4% and Exel, a
Deutsche Post DHL entity, at 1.3%. No other tenant contributes
more than 1.2% of total rent.

Portfolio performance is stabilizing as occupancy gains, offset by
rental rate declines, led to positive same-store results in first
quarter 2012 (1Q'12).  Cash basis same-store net operating income
(NOI) increased by 6.4% in 1Q'12 compared with negative 0.6% in
2011 and negative 2.7% in 2010.  In-service occupancy was 87.4% as
of March 31, 2012, slightly down from 87.9% as of Dec. 31, 2011
but up from 85.0% as of Dec. 31, 2010.  Year-over-year, 1Q'12 cash
on cash rental rates declined by 4.6%, a moderating decline after
low- to mid-teen cash-on-cash rental rate declines throughout
2011.

As of March 31, 2012, upcoming lease expirations are heavy, with
9.6% of total leases expiring in 2012, followed by 20.4% in 2013
and 15.6% in 2014.  Since First Industrial's average same-store
rent per square foot across the portfolio remains lower than
average net rent per square foot for 2013 and 2014 lease
expirations, it is anticipated that rent rolldowns will continue
during the near term.  However, Fitch projects that tenant
retention ranging from 65% to 70%, coupled with occupancy gains
principally due to new leasing, will improve overall portfolio
cash flow.

Along with low-single-digit same-store NOI growth, Fitch projects
that fixed-charge coverage will be approximately 1.5x over the
next 12-to-24 months.  In a stress case not anticipated by Fitch
in which First Industrial repeats its 2009-2011 performance over
the next several years, coverage would fall just below 1.5x, which
would remain appropriate for the 'BB' rating.

Fixed-charge coverage is low for the 'BB' rating.  For the
trailing 12 months ended March 31, 2012, fixed-charge coverage
(recurring operating EBITDA less recurring capital expenditures
and straight-line rent adjustments divided by total interest
incurred and preferred stock dividends) was 1.2x, unchanged from
2010 and 2009.  However, fixed-charge coverage was 1.5x in 1Q'12
due to moderating rental rates, lower interest expense due to a
new unsecured credit facility, and lower first quarter recurring
capital expenditures.

In December 2011, First Industrial closed a new $450 million
senior unsecured revolving credit facility at a base rate
initially at LIBOR plus 210 basis points plus an unused facility
fee that ranges from 25 to 35 basis points.  Borrowings were used
to pay off and retire $100 million of term loan borrowings under
the prior credit facility (LIBOR plus 325 basis points) and $52
million of revolving line of credit borrowings under the prior
facility (LIBOR plus 275 basis points plus a 50 basis point
facility fee) due September 2012.

First Industrial continues to encumber properties with mortgage
debt. As of March 31, 2012, 64.4% of the company's properties were
unencumbered, compared with 73.2%, 78.7%, and 95.6% as of year-end
2010, year-end 2009, and year-end 2008, respectively.  However,
the existing unencumbered pool provides contingent liquidity, as
implied unencumbered asset value (unencumbered NOI for the
trailing 12 months ended March 31, 2012 divided by a stressed
capitalization rate of 8.5%) divided by unsecured debt was 2.0x as
of March 31, 2012, which is good for the 'BB' rating.  However,
Fitch anticipates that the company will continue to access to
secured debt markets instead of the unsecured debt markets in the
near term due to relative interest savings, which may weaken the
position of unsecured bondholders.

Despite the company's recent $86.9 million tender offer for
certain senior unsecured notes funded by excess cash and draws on
the company's credit facility, liquidity remains solid.  Sources
of liquidity cover uses of liquidity before additional capital
raises by 2.2x for April 1, 2012 through Dec. 31, 2013.  Sources
of liquidity include unrestricted cash, availability under the
company's unsecured revolving credit facility pro forma for the
April 26, 2012 tender offer for certain notes, and retained cash
flows from operating activities after preferred stock dividends.
Uses of liquidity include debt maturities and projected recurring
capital expenditures.  For upcoming secured debt maturities, debt
yields are healthy and signal strong refinancing capacity. If 80%
of 2012 and 2013 secured debt maturities are refinanced, liquidity
coverage would be 2.5x.

First Industrial's debt maturity schedule is manageable through
year-end 2013, with 4.9% maturing in 2012 and 0.9% maturing in
2013 as of March 31, 2012.  However, as of March 31, 2012, 18.7%
of total debt matures in 2014 principally due to the company's
unsecured revolving credit facility and 2014 notes maturities.

The Stable Outlook reflects Fitch's view that over the next 12-to-
24 months, First Industrial's leverage will remain between 6.5x
and 7.0x, which is solid for a 'BB' rating, fixed-charge coverage
will remain at approximately 1.5x, which is appropriate for a 'BB'
rating, unencumbered asset coverage of unsecured debt will remain
approximately 2.0x, and liquidity coverage will remain above 1.0x.

The two-notch differential between First Industrial's IDR and
preferred stock rating is consistent with Fitch's criteria for a
U.S. REIT with an IDR of 'BB'.  These shares are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

The following factors may result in positive momentum on the
ratings and/or outlook:

  -- Sustained positive trends in occupancy and same-store NOI
     levels;

  -- Fixed-charge coverage sustaining above 1.5x (coverage was
     1.2x for the trailing 12 months ended March 31, 2012 and 1.5x
     in 1Q'12);

  -- Growth in the unencumbered asset pool while maintaining an
     unencumbered asset coverage ratio, based on capitalizing
     unencumbered NOI at a rate of 8.5% divided by unsecured debt,
     of between 1.5x and 2.0x (unencumbered asset coverage was
     2.0x as of March 31, 2012).

The following factors may result in negative action on the ratings
and Outlook:

  -- Fixed-charge coverage sustaining below 1.3x;

  -- Net debt to recurring EBITDA sustaining above 8.0x;

  -- A sustained liquidity coverage ratio of below 1.0x.


GATEHOUSE MEDIA: Bank Debt Trades at 69% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 30.79 cents-
on-the-dollar during the week ended Friday, June 1, 2012, an
increase of 0.56 percentage points from the previous week
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Feb.
27, 2014, and carries Moody's 'Ca' rating and Standard & Poor's
'CCC-' rating.  The loan is one of the biggest gainers and losers
among 153 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                     About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

Gatehouse Media disclosed a net loss of $13.37 million on $120.01
million of total revenues for the three months ended April 1,
2012.  GateHouse Media had a a net loss of $22.22 million on
$525.79 million of total revenues for the year ended Jan. 1, 2012,
a net loss of $26.64 million on $558.58 million of total revenues
for the year ended Dec. 31, 2010, and a net loss of $530.61
million on $584.79 million of total revenues for the year ended
Dec. 31, 2009.

The Company's balance sheet at April 1, 2012, showed $493.34
million in total assets, $1.31 billion in total liabilities, and a
$823.70 million total stockholders' deficit.

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's ability to make payments on its indebtedness as required
depends on its ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond the Company's control.


GAVILON GROUP: S&P Puts 'BB' Corp. Credit Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and issue-level ratings on Omaha, Neb.-based The
Gavilon Group LLC on CreditWatch with positive implications,
meaning that S&P could either raise or affirm the ratings upon
completion of its review.

"The CreditWatch placement follows Tokyo-based Marubeni Corp.'s
(BBB/Negative/--) announcement that it will be acquiring 100% of
the direct and indirect equity interests of Gavilon for an equity
purchase price of about $3.6 billion, excluding debt," S&P said.

"We believe that Gavilon's credit profile will improve with the
acquisition by higher-rated Marubeni Corp. and that Gavilon will
benefit from increased operating scale and international
diversity, as well as parental support as part of Marubeni Corp.,"
said Standard & Poor's credit analyst Chris Johnson.

Gavilon Group had reported debt outstanding of $2.1 billion as of
March 31, 2012.

"Standard & Poor's will seek to resolve the CreditWatch listing
when more information about the company's debt plans and corporate
structure becomes available," continued Mr. Johnson.


GAYLORD ENTERTAINMENT: Marriot's Brand Purchase Credit Positive
---------------------------------------------------------------
Marriott International, Inc.'s (Baa2/Stable) announcement on
May 31 that it has entered into an agreement with Gaylord
Entertainment Company (B3/stable) to acquire the Gaylord brand and
hotel management company for $210 million is a credit positive for
the company. The acquisition will result in additional base and
incentive fees for Marriott and add four high quality upscale
group oriented hotels (about 7,800 rooms) to Marriott's hotel
system.

The principal methodology used in this rating was Global Lodging &
Cruise Industry Rating Methodology published in December 2010.

Marriott International, Inc. is a global operator and franchiser
of hotels in five business segments, Luxury, Full-Service, Select-
Service. The company is headquartered in Bethesda, MD and
generates approximately $3.2 billion of revenues, net of cost
reimbursements, for the last twelve months ended February 29,
2012.


GENERAL MOTORS: CAW Says Oshawa Plant Closure is Short-Sighted
--------------------------------------------------------------
CAW President Ken Lewenza is calling the decision by General
Motors to close the Consolidated Plant in Oshawa short-sighted.

"General Motors should instead be focusing on utilizing its
Canadian facilities as it seeks to further rebuild the company,"
said Lewenza.

"The decision to close this very productive plant and put 2,000
more workers out of a job is ill thought-out and could damage the
company in the long run.  It is also a betrayal of the tremendous
work and sacrifices by our members that went into keeping General
Motors afloat in 2008-2009, when the company was on the verge of
bankruptcy," he said.

"It appears that General Motors has a very short memory," said
Lewenza.

A recent study by the Michigan-based Center for Automotive
Research found that General Motors may have to boost capacity in
the coming years to keep pace with demand for vehicles.

Lewenza said this latest closure announcement flies in the face of
what may actually be the best course of action for the company -
using existing capacity well into the future.

GM will close the facility as of June 2013.  The workers at the GM
Consolidated Plant in Oshawa are represented by CAW Local 222.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

On Nov. 1, 2011, Moody's Investors Service raised New GM's
Corporate Family Rating and Probability of Default Rating to Ba1
from Ba2, and its secured credit facility rating to Baa2 from
Baa3.  Moody's also raised the Corporate Family Rating of GM's
financial services subsidiary -- GM Financial -- to Ba3 from B1.

On Oct. 7, 2011, Fitch Ratings upgraded the Issuer Default
Ratings of New GM, General Motors Holdings LLC, and General
Motors Financial Company Inc., to 'BB' from 'BB-'.

On Oct. 3, 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on New GM to 'BB+' from 'BB-'; and
revised the rating outlook to stable from positive. "We also
raised our issue-level rating on GM's debt to 'BBB' from 'BB+';
the recovery rating remains at '1'," S&P said.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq.,and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


HAWKER BEECHCRAFT: Bank Debt Trades at 40% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 59.70 cents-on-
the-dollar during the week ended Friday, June 1, 2012, a drop of
4.63 percentage points from the previous week according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 26, 2014.  The
loan is one of the biggest gainers and losers among 153 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                     About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

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

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

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

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

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

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

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

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


HAWKER BEECHCRAFT: Gets Judge's Approval to Use $400-Mil. Loan
--------------------------------------------------------------
The Wichita Eagle reports Judge Stuart Bernstein said that Hawker
Beechcraft could continue borrowing on a $400 million loan made by
four senior lenders.  Judge Bernstein approved modifications to
the documentation of the $400 million loan that extends the time
the company's unsecured creditors and the Pension Benefit Guaranty
Corp. can investigate the 2007 leveraged buyout of the company --
from July 21 to Aug. 10.

According to the report, the PBGC and the unsecured creditors said
that the wording in the debtor-in-possession loan documentation
didn't give them enough time to determine whether certain liens on
assets granted to Hawker's lenders as part of the leveraged buyout
can be challenged under the bankruptcy law.

The PBGC insures the pensions of Hawker Beechcraft employees.  The
pension is currently underfunded by $493 million.  Hawker
Beechcraft hasn't begun to negotiate a settlement with PBGC, the
report says.

The report relates Judge Bernstein also approved other "second-
day" motions, including the right to keep paying employees and
bankruptcy professionals working on the case and to continue to
retain Perella Weinberg Partners as an investment banker and
financial adviser.

                     About Hawker Beechcraft

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

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

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

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

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

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

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

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


HEALTHCARE OF FLORENCE: James F. Kahn Approved as Bankr. Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Healthcare of Florence, LLC to employ James F. Kahn, P.C., as
counsel.

The hourly rates of the firm's personnel are:

         Partners                          $350
         Associates                        $220
         Paralegals                        $150

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

                 About Healthcare of Florence, LLC

Healthcare of Florence, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Ariz. Case No. 12-08547) in Tucson, Arizona,
on April 23, 2012.  Healthcare of Florence, LLC --
http://www.florencecommunityhealthcare.com-- owns and operates a
full-service community hospital in Florence, Arizona.  The Debtor
disclosed $42.2 million in assets and $39.0 million in liabilities
as of the Chapter 11 filing.

Judge James M. Marlar presides over the case.  James F. Kahn P.C.
serves as the Debtor's counsel.  The petition was signed by Edward
McEachern, CEO of Initiatives Healthcare, LLC, manager of debtor.


HEALTHCARE OF FLORENCE: Files List of Largest Unsecured Creditors
-----------------------------------------------------------------
Healthcare of Florence, LLC, filed with the U.S. Bankruptcy Court
for the District of Arizona a list of its largest unsecured
creditors disclosing:

   Name of Creditor                 Nature of Claim       Amount
   ----------------                 ---------------       ------
01. The Don & Donna Nelson Trust       Trade Debt      $1,277,599
    2045 Cosnina
    Lake Havasu City, AZ 86403

02. BRIC Retirement Trust              Trade Debt         $516,369
    2351 Tee Drive
    Lake Havasu City, AZ 86406

03. Hunter's Ridge Development Corporation                $345,375
    1257 Palisades Way
    Rock Springs, WY 82

04. Glenn Nudelman                     Trade Debt         $258,184
    2580 Paseo Dorado
    Lake Havasu City, AZ 86406

05. Hitendra & Mandeep Chauhan         Trade Debt         $128,348
    2023 Burke Lane
    Lake Havasu City, AZ 86406

06. Russell Sigler, Inc.               Trade Debt         $120,908
    9702 West Tonto Street
    Tolleson, AZ 85353

07. Crescent Electric Supply           Trade Debt         $114,874
    1210 West Tee Street
    Casa Grande, AZ 85122

08. Z Southwest Enterprises            Trade Debt         $111,574
    3924 N Idaho Ave
    Florence, AZ 8513

09. Walters & Wolf Construction        Trade Debt         $111,521
    889 N. Colorado Street
    Gilbert, AZ 85233

10. The Great Organization, Inc.       Trade Debt          $50,591
    16065 N. 76th Street
    Scottsdale, AZ 85260

11. Country Carpets                    Trade Debt          $49,713
    P.O. Box 1382
    Florence, AZ 85232

12. Bowman Brothers Concrete, Inc.     Trade Debt          $38,806
    1426 N. Marvin Street, Suite 101
    Gilbert, AZ 85233

13. Border States Electric Supply      Trade Debt          $38,133
    5519 E Washington Street
    Phoenix, AZ 85034

14. RMS Electric                        Trade Debt         $36,879
    P.O. Box 2706
    Arizona City, AZ 85223

15. A & H Contracting Services, Inc.    Trade Debt         $28,299
    1575 E. 18th Avenue
    Apache Junction, AZ 85119

16. Jacob's Drywall, Inc.               Trade Debt         $27,563
    P.O. Box 3170
    Casa Grande, AZ 85122

17. FireTrol                            Trade Debt         $24,572
    1870 W Prince Rd, Suite 25
    Tucson, AZ 85705

18. Well Done Construction, LLC         Trade Debt         $24,402
    9038 E. Florian Avenue
    Mesa, AZ 85208

19. Ellison-Mills Contracting, LLC      Trade Debt         $21,694
    3152 N. Lear Ave., Suite 2
    Casa Grande, AZ 85222

20. Climatec                            Trade Debt         $19,504
    4585 S Coach Drive
    Tucson, AZ 85714

                 About Healthcare of Florence, LLC

Healthcare of Florence, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Ariz. Case No. 12-08547) in Tucson, Arizona,
on April 23, 2012.  Healthcare of Florence, LLC --
http://www.florencecommunityhealthcare.com-- owns and operates a
full-service community hospital in Florence, Arizona.  The Debtor
disclosed $42.2 million in assets and $39.0 million in liabilities
as of the Chapter 11 filing.

Judge James M. Marlar presides over the case.  James F. Kahn P.C.
serves as the Debtor's counsel.  The petition was signed by Edward
McEachern, CEO of Initiatives Healthcare, LLC, manager of debtor.


HEALTHSOUTH CORP: S&P Raises Corporate Credit Rating to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its 'B+' corporate
credit rating on Birmingham, Ala.-based HealthSouth Inc. to 'BB-'.
The outlook is stable.

"We are raising the rating on HealthSouth's convertible preferred
stock to 'B-' from 'CCC+', based on our notching criteria. We
raised our issue-level rating on HealthSouth's senior secured term
loan and revolving credit facility to 'BB+' from 'BB'. The '1'
recovery rating on these notes is unchanged, in accordance with
our notching criteria, indicating our expectation for very high
(90% to 100%) recovery in the event of a payment default," S&P
said.

"We are raising our issue-level debt rating on the unsecured bonds
due 2020 and senior unsecured notes due 2018 and 2022 to 'BB-'
from 'B+'. We revised the recovery rating on this debt to '3' from
'4', per our notching criteria, indicating our expectation for
meaningful (50% to 70%) recovery in the event of a payment
default. This action is based on better recovery prospects for the
unsecured debt because of the reduced unsecured debt outstanding,"
S&P said.

"The upgrade on HealthSouth Inc. reflects its reduced leverage,
which is 3.4x as of March 31, 2012, better than our forecast of
3.9x," said Standard & Poor's credit analyst David Peknay. "We
believe it will remain at or below that level in 2012 on stable
reimbursement prospects, and are confident HealthSouth is
committed to that level."

"Our outlook on HealthSouth is stable. We expect HealthSouth to
continue focusing its efforts on further improving operations to
meet ongoing reimbursement and regulatory challenges for the
inpatient rehabilitation industry. Although we expect the company
to meet these challenges and continue pursuing modest growth
initiatives, we do not expect an improvement in its business risk
profile," S&P said.

"We believe a positive rating action is possible if we have
confidence that HealthSouth will sustainably reduce lease-adjusted
debt to EBITDA to below 3x, and increase funds from operations to
lease-adjusted debt to above 30%. Presently, we do not see this as
a realistic possibility in 2012. For this to occur in 2013, we
believe it would take an estimated 400-basis-point increase in the
EBITDA margin and a revenue growth rate of about 4% to achieve
both these metrics," S&P said.

"We would consider a negative rating action if leverage increases
above 4x, or if funds from operations to lease-adjusted debt falls
below 20%. We believe this could occur as a result of adverse
changes in reimbursement or regulatory requirements, or more
aggressive financial or business policies," S&P said.


HOUGHTON MIFFLIN: Moody's Assigns 'B2' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned Houghton Mifflin Harcourt
Publishers Inc.'s (HMH) a B2 Corporate Family Rating (CFR), B2
Probability of Default Rating (PDR), SGL-3 speculative-grade
liquidity rating, Ba2 senior secured revolver rating and B2 senior
secured term loan rating based on the company's re-organized
capital structure proposed upon completion of its pre-packaged
bankruptcy. HMH intends to utilize the net proceeds from the term
loan to fund $100 million of adequate protection payments to pre-
petition lenders, fees and expenses associated with the
bankruptcy, and for general corporate purposes. The rating outlook
is stable.

Moody's assumes in the ratings that HMH completes its proposed
pre-packaged Chapter 11 bankruptcy reorganization based on the
terms outlined in its May 11, 2012 Disclosure Statement. In the
reorganization, the company plans to convert all of its $3.1
billion of pre-petition debt to equity. According to the company,
approximately 90% of HMH's lenders and bondholders have agreed to
the terms of the restructuring and Moody's assumes that the
company emerges from bankruptcy by the end of June 2012. The debt
restructuring will significantly reduce debt, leverage and cash
interest expense and provides the company with additional
financial flexibility to execute its planned investment strategy
in an effort to stabilize and grow revenue. HMH's pre-petition
debt instruments including its $250 million accounts receivable
securitization facility will be terminated in conjunction with the
bankruptcy reorganization.

Assignments:

  Issuer: Houghton Mifflin Harcourt Publishers Inc.

    Corporate Family Rating, Assigned B2

    Probability of Default Rating, Assigned B2

    Speculative Grade Liquidity Rating, Assigned SGL-3

    Senior Secured Bank Credit Facility (Revolver), Assigned
    a Ba2, LGD2 - 15%

    Senior Secured Bank Credit Facility (Term Loan), Assigned
    a B2, LGD4 - 54%

Outlook Actions:

  Issuer: Houghton Mifflin Harcourt Publishers Inc.

    Outlook, Assigned Stable

Ratings Rationale

HMH's B2 CFR reflects the challenges associated with stabilizing
and growing revenue in the K-12 education market due to ongoing
pressure on school budgets, and HMH's marginal projected free cash
flow generation given Moody's expectation that the company will
increase investment spending. HMH's debt-to-EBITDA leverage is
initially high (4.6x LTM 3/31/12 pro forma for the reorganization
incorporating Moody's standard adjustments and factoring in cash
pre-publication and restructuring costs as a reduction in EBITDA).
Leverage is projected to decline to a 2.5x -- 3.0x range in the
next 12-18 months as HMH resumes normal shipments in certain
overseas markets that were negatively affected by the company's
stricter enforcement of trade terms in 2011, its non-Basal K-12
and trade revenues increase, cash operational restructuring
charges decline, and the benefits of the cost reduction program
are realized. The projected leverage level is moderate for the B2
CFR, but Moody's considers the challenging market environment in
which the company operates, the significant projected investment
spending and marginal free cash flow as the more important rating
drivers.

HMH has a good market position within K-12 educational publishing,
but the company is vulnerable to fluctuations in textbook adoption
cycles and is dependent for a majority of revenue on state and
local government funding that continues to face cutbacks or timing
delays due to budget pressures. A broad portfolio of educational
publishing products, relationships with school districts, large
sales force and industry entry barriers support the market
position.

HMH continues to undergo a strategy shift to generate a larger
share of its revenue from information/workflow system platforms
and other services sold in K-12 education markets. The strategy is
designed to generate recurring subscription revenue, further
broaden underlying funding sources beyond state and local
government Basal textbook budgets, and reduce reliance on volatile
textbook adoptions. HMH is several years into the development of
the strategy and has begun to win new business.

Moody's expects HMH will utilize the additional financial
flexibility gained through the bankruptcy to accelerate its
strategic investments to expand its non-Basal product and service
offerings and seek to stabilize its textbook business in the face
of challenging market conditions. The initiatives will require
continual investment over the next few years that will limit free
cash flow generation. There are meaningful risks to achieving the
company's growth plan including factors that are not in HMH's
control such as state and local budget appropriations, the timing
of expenditures, and the actions of competitors. The competitive
landscape for non-Basal disciplines is also more fragmented than
in K-12 publishing. Moody's projects the K-12 Basal textbook
market will decline in a mid single digit percentage range in 2012
with new adoptions down meaningfully. An anticipated improvement
in the new adoption calendar along with HMH's other revenue
initiatives should support modest growth for the company in 2013.

The SGL-3 speculative-grade liquidity rating reflects HMH's
adequate liquidity position supported by existing cash
(approximately $295 million as of 3/31/12 pro forma for the
proposed refinancing) and an undrawn $250 million revolving credit
facility that are projected to be sufficient to fund the company's
highly seasonal cash flow (which varies by $200 - $300 million
over the course of a year) and the 1% required annual term loan
amortization. Moody's projects HMH will have flat to moderately
positive free cash flow (less than $10 million) over the next 12
months and a meaningful cushion within the term loan financial
maintenance covenants (maximum debt-to-EBITDA leverage and minimum
interest coverage). Moody's does not expect the availability on
the revolver to fall below the specified levels ($20 million or
more depending on the borrowing base at the time) that would
trigger the requirement to maintain a minimum 1.0x fixed charge
coverage ratio.

The senior secured credit facility is a joint and several
obligation of co-borrowers HMH, Houghton Mifflin Harcourt
Publishing Company and HMH Publishers LLC and consists of a $250
million 5-year revolver and a $250 million 6-year term loan. The
revolver is supported by a first lien on receivables and inventory
and a second lien on other assets. Moody's believes the term loan
collateral package (consisting of a second lien on receivables and
inventory and a first lien on other assets) is less liquid and
weaker than that of the revolver. The term loan is thus ranked
behind the revolver in Moody's loss given default notching
framework and this drives the instrument rating differential.
Revolver borrowings are governed by a borrowing base consisting of
a percentage of eligible receivables and inventory that is
projected to range from $140 - $450 million based on the company's
highly seasonal business. The credit facility is guaranteed by HMH
Holdings (Delaware), Inc. (HMH Holdings) , which is the ultimate
parent of the co-borrowers.

The stable rating outlook reflects the company's adequate
liquidity position that should support additional organic and
acquisition investment flexibility over the next 12-18 months to
execute growth initiatives and manage the effects of ongoing
pressure on state and local government budgets. Moody's also
assumes in the stable rating outlook that the shareholder base
consisting initially of a group of distressed debt investors led
by Paulson & Co. will not seek to distribute cash to shareholders
or pursue other leveraging events over the near-term, although the
investors' exit strategy creates event risk.

The ratings could be downgraded if HMH is unable to stabilize
revenue, if investment spending or operating weakness leads to
negative free cash flow, or the company increases leverage through
acquisitions or distributions to shareholders. A deterioration of
liquidity would reduce the company's flexibility to invest and
execute its growth initiatives and could also lead to downward
rating pressure.

The ratings could be upgraded if the K-12 educational spending
market demonstrates stability, and HMH is able to stabilize and
grow revenue on a consistent basis and generate free cash flow-to-
debt that exceeds 7.5% of debt. HMH would also need to maintain a
solid liquidity position to be considered for an upgrade.

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

HMH Holdings, headquartered in Boston, MA, is one of the three
largest U.S. education publishers focusing on the K-12 market with
approximately $1.3 billion of revenue for the twelve months ended
March 2012.


HUDSON HEALTHCARE: Hoboken Wants Policies Concerns Resolved
-----------------------------------------------------------
Hoboken Municipal Hospital Authority filed with the U.S.
Bankruptcy Court for the District of New Jersey a joinder to the
City of Hoboken's supplemental objection to Disclosure Statement
for the Third Amended Plan of Orderly Liquidation dated as of
May 7, 2012.  The Plan was proposed by Hudson Healthcare, Inc.,
and the Official Committee of Unsecured Creditors.

According to the Authority, at the Feb. 28, 2012, hearing to
approve an earlier version of the Disclosure Statement for the
First Amended Joint Plan, City, the Authority and the purchaser
(HUMC Holdco, LLC and HUMC Opco, LLC) raised concerns on the
proposed treatment of various insurance policies and the failure
to protect the rights and interests of the Authority, the City and
the Purchaser as Insured Entities under those policies.

The parties made clear that the rights and interests of the
Authority and the City as Insured Parties under the Professional
Liability Policies must be preserved and protected and must not be
impaired by the Disclosure Statement and Proposed Plan.

The City noted that, while some of the City and Authority's
concerns with the Disclosure Statement have been resolved, there
are still several points in dispute.  The parties have not been
able to reach an agreement on these remaining issues, the
Authority joins in the City's request for a hearing to address the
open issues.

Pursuant to the Plan, the Plan Proponents propose an orderly
liquidation of the Debtor's remaining assets.  The Plan provides
that all the funds realized from the collection and liquidation of
the Debtor's assets will be paid to creditors on account of their
allowed claims.  The Plan Proponents propose to implement the Plan
by establishing a Liquidating Trust that will be administered by
the Liquidating Trustee for the benefit of the creditors.
Thereafter, the Liquidating Trustee will be responsible for
liquidating the assets and making distributions to creditors in
accordance with the terms of the Plan.

Under the Plan, Class 2 Secured Claims will be treated as, among
other things:

   i) on the Effective Date, allowed secured claims will be
      reinstated;

  ii) on the Effective Date, holder of an allowed secured claim
      will (a) retain a lien securing such allowed secured claim,
      and (b) receive deferred cash payment from the Liquidating
      Trust totaling at least the value of such allowed secured
      claim as of the Effective Date; and

iii) of the Effective Date, the collateral securing such allowed
      secured claim will be surrendered to the holder of such
      allowed secured claim in full satisfaction of the allowed
      secured claim.

Class 3 General unsecured Claims will receive, in full and final
satisfaction of its allowed claim, a pro rata share of the monies
to be distributed on account of allowed Class 3 claims by the
Liquidating Trust.

A full-text copy of the Third Amended Plan is available for free
at http://bankrupt.com/misc/HUDSON_HEALTHCARE_plan_3rdamended.pdf

                      About Hudson Healthcare

Hudson Healthcare Inc. is a non-for-profit corporation formed
under the laws of the State of New Jersey.  Until the sale of
Hoboken University Medical Center by the Hoboken Municipal
Hospital Authority, the Debtor owned and managed the day-today
operations of the Hospital on the Authority's behalf pursuant to a
Manager Agreement dated Feb. 1, 2007.  Other than certain contract
rights, other intangibles, and approximately 12 vehicles, the
Debtor did not own any Hospital assets.

Hudson Healthcare filed for Chapter 11 protection (Bankr. D. N.J.
Case No. 11-33014) in Newark on Aug. 1, 2011, estimating assets
and debt of less than $50 million.  Affiliate Hoboken Municipal
Hospital Authority also sought Chapter 11 protection.

Attorneys at Trenk, DiPasquale, Webster, Della Fera & Sodono,
P.C., in West Orange, N.J., serve as counsel to the Debtor.
Daniel T. McMurray, the patient care ombudsman, has tapped
Neubert, Pepe & Monteith, P.C., as his counsel effective Aug. 25,
2011.  The Official Committee of Unsecured Creditors of Hudson
Healthcare has retained Sills Cummis & Gross P.C., in Newark,
N.J., as its counsel, nunc pro tunc to Aug. 12, 2011.  JH Cohn LLP
serves as Financial Advisor to the Committee.  Epiq Bankruptcy
Solutions, LLC, is the Claims and Noticing Agent and Solicitation
Agent.


HUGHES TELEMATICS: To Be Acquired by Verizon for $612 Million
-------------------------------------------------------------
Verizon Communications Inc. and Hughes Telematics, Inc., announced
a definitive merger agreement under which Verizon will acquire
Hughes Telematics Inc. for $12.00 per share in cash, or a total of
$612 million.

The transaction will expand Verizon's capabilities in the
automotive and fleet telematics marketplace and accelerate growth
in key vertical segments, including emerging machine-to-machine
(M2M) services applications driven by consumer trends and
increasingly connected lifestyles.  HTI is a leader in
implementing the next generation of connected services for
vehicles, centered on a core platform of safety, security,
convenience and infotainment offerings HTI offers a portfolio of
services through its commercial fleet, aftermarket and original
equipment manufacturer (OEM) offerings as well products and
services for mHealth providers and users.

The Board of Directors of HTI has unanimously approved the
transaction upon the recommendation of its special committee, and
the transaction was unanimously approved by the directors of
Verizon present and voting.  The transaction has also been
approved by a written consent executed by holders of a majority of
HTI's voting shares.

The transaction is subject to the expiration or early termination
of the Hart-Scott-Rodino antitrust waiting period and other
customary closing conditions.

The merger is expected to close in the third quarter of 2012, and
Verizon plans to retain the existing management team and operate
the new unit as a subsidiary within Verizon and operated as part
of its Verizon Enterprise Solutions group.  The business will
continue to be headquartered in Atlanta.

"We expect M2M and telematics to drive significant growth for
Verizon and we're taking an important step forward to accelerate
solutions that will unlock more opportunities for existing and new
HTI and Verizon customers," said John Stratton, president of
Verizon Enterprise Solutions.  "Joining Hughes Telematics' robust
service-delivery platform and suite of applications with our
existing assets will create a premier set of capabilities. In
powerful combination with Verizon's global IP network, cloud,
mobility and security solutions, Hughes Telematics' flexible
service-delivery platform has the potential to reach beyond the
automotive and transportation realm to create new opportunities in
mHealth, asset tracking and home automation."

HTI will play a key role in Verizon's strategy to offer platform-
based solutions tailored to specific industries.  Verizon earlier
this year launched a new practice focused on developing telematics
solutions that leverage the company's cloud and information
technology (IT), security, global IP network and communications,
and mobility and M2M technology platforms.

Jeff Leddy, CEO of HTI, said, "This transaction provides Hughes
Telematics' stockholders with a substantial premium over today's
market price of our common stock.  We are proud to join a world-
class organization like Verizon which will help us continue to
build and expand on our industry-leading services.  This
combination represents an exciting opportunity to accelerate our
innovation of new services and global growth and to bring these
services to more customers and industries worldwide."

Verizon Enterprise Solutions creates global connections that
generate growth, drive business innovation and move society
forward.  With industry-specific solutions and a full range of
global wholesale offerings offered over the company's secure
mobility, cloud, strategic networking and advanced communications
platforms, Verizon Enterprise Solutions helps open new
opportunities around the world for innovation, investment and
business transformation.  Visit verizon.com/enterprise to learn
more.

Verizon was represented by UBS Investment Bank and Debevoise &
Plimpton LLP.  HTI was represented by Barclays and Skadden, Arps,
Slate, Meagher & Flom LLP; and the special committee of the Board
of Directors of HTI was represented by Moelis & Company LLC and
Nelson Mullins Riley & Scarborough LLP.

On June 1, 2012, affiliates of Apollo Global Management, LLC,
including Apollo Management V, L.P., Communications Investors,
LLC, and PLASE HT, LLC, the holders of 62,668,697 shares of common
stock, constituting approximately 59.2% of the voting power of the
outstanding shares of common stock at that time, executed the
Consent adopting the Merger Agreement.  No further approval of the
stockholders of the Company is required to adopt the Merger
Agreement.  The Company will file with the SEC as promptly as
practicable, and mail to its stockholders, an information
statement describing the Merger Agreement and the transactions
contemplated thereby, including the Merger.

A copy of the Agreement is available for free at:

                        http://is.gd/TzPVKw

                      About HUGHES Telematics

Atlanta, Ga.-based HUGHES Telematics, Inc. is a telematics
services company that provides a suite of real-time voice and data
communications services and applications for use in vehicles and
is developing additional applications for use within and outside
of the automotive industry.

HUGHES reported a net loss of $85.35 million in 2011, a net loss
of $89.56 million in 2010, and a net loss of $163.66 million in
2009.

The Company's balance sheet at March 31, 2012, showed
$110.18 million in total assets, $211.81 million in total
liabilities, and a $101.62 million total stockholders' deficit.

In its report on the Company's 2011 financial results,
PricewaterhouseCoopers LLP, in Atlanta, Georgia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring losses from operations and has a net
capital deficiency.


HUMBOLDT CREAMERY: Investors Can't Intervene in Trustee Lawsuit
---------------------------------------------------------------
The Court of Appeals of California, First District, Division Five,
affirmed a lower court order denying the request of Linda
Nicholson, Tom Adam, Jerome Davis, Barbara Davis, Silverio
Fernandes, Sandra Fernandes, Rick Santos, and Rebecca Santos to
intervene in the lawsuit commenced by the liquidating trustee of
Humboldt Creamery, LLC, against the creamery's former management
and independent auditor.

Later in December 2009, the liquidating trustee sued the former
management and the auditor for breach of fiduciary duty,
professional negligence, fraud, negligent misrepresentation and
negligence.  The trustee alleges management knowingly prepared
false and inaccurate financial statements and inventory sheets.

At various times including early 2009, Nicholson et al. loaned or
invested money in Humboldt Creamery or its predecessor, Humboldt
Creamery Association, due to representations made to them by
management and the auditor.  Nicholson et al. obtained leave from
the bankruptcy court to sue management but never filed their own
complaint.

The Humboldt Creamery, an independent dairy cooperative, was
founded in 1929.  To aid in the creamery's expansion and to
further finance operations, Humboldt Creamery, LLC, was formed in
2004.

During the tenure of Chief Executive Officer Richard Ghilarducci
and Chief Financial Officer Tony Titus, the creamery added
facilities, increased production, and appeared to be successful
and profitable.  The creamery was one of the largest employers in
Humboldt County.

On Feb. 20, 2009, Mr. Ghilarducci resigned as CEO in a letter that
warned of possible inaccuracies in the financial statements of
Humboldt Creamery LLC, and cautioned the board of directors not to
offer a second round of preferred securities, the Series B
securities offering.

After Mr. Ghilarducci's resignation, it was determined that Mr.
Ghilarducci had overstated the creamery's inventory and accounts
receivables, and understated its accounts payable, for many years.
Inventory that had been certified by Messrs. Ghilarducci, Titus,
and Frank Gloeggler, the auditor, had been stacked so as to
misrepresent its true volume, and most of the inventory on the
creamery's financial statements never even existed.  As a result,
the assets of Humboldt Creamery LLC had to be written down from
roughly $85 million to $43 million, and inventory had to be
written down from roughly $38 million to $7.5 million. In truth,
Humboldt Creamery LLC had been financially insolvent for years.

Humboldt Creamery, LLC -- http://www.humboldtcreamery.com/--
filed for Chapter 11 on April 21, 2009 (Bankr. N.D. Calif. Case
No. 09-11078).  Ori Katz, Esq., at Sheppard, Mullin, Richter and
Hampton, represented the Debtor in its restructuring efforts.  The
Debtor disclosed total assets and debts from $50 million to $100
million.  Julianne Viadro was designated as the legal successor
to, and estate representative of, Humboldt Creamery LLC.

By the time of the bankruptcy filing, Humboldt Creamery LLC owed
creditors roughly $55 million.  On Aug. 27, 2009, the assets of
Humboldt Creamery LLC were sold for $19.5 million, and no
significant assets remained to pay the $35.5 million still owing
to creditors.

A copy of the appellate court's decision dated May 30, 2012, is
available at http://is.gd/UV0KZlfrom Leagle.com.


INDIGOLD CARBON: S&P Affirms 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Indigold
Carbon B.V. to positive from stable. "At the same time, we
affirmed our ratings on the company, including the 'BB-' corporate
credit rating," S&P said.

"The outlook revision reflects our expectation that Indigold's
financial metrics will continue to benefit from improved operating
efficiency and profitability, as well as gradual improvements in
automotive end markets," said Standard & Poor's credit analyst
Seamus Ryan. "We also believe that management and the company's
owner, Aditya Birla Group (not rated), are likely to maintain
financial policies that support modestly higher ratings."

"The ratings on Indigold reflect the company's position as one of
the world's largest manufacturers of carbon black, its ability to
pass through volatile raw material costs, and its improved
financial profile. Nevertheless, the company's narrow product
focus, substantial customer and end-market concentration, and some
uncertainty around future financial objectives under Birla Carbon
somewhat offset these strengths. We characterize the company's
financial risk profile as 'significant' and its business risk
profile as 'fair,'" S&P said.

"Indigold derives a significant portion of sales from the tire and
automotive industries. Although we remain cautious because of
weakness in Europe and slower growth in China, we expect continued
growth in global auto sales in 2012. Despite fewer miles driven
because of higher gas prices, we expect major tire manufacturers
to proceed with capacity additions, which should support modest
demand growth for carbon black. We believe Indigold will continue
to focus on operating efficiency and yield improvements, which
should support EBITDA margins near 15% over the next year.
Although we expect the company to increase capital spending to
fund some growth, we do not anticipate any significant
acquisitions over the next two years," S&P said.

"Over the past year, Indigold's financial profile has improved,
with total debt to EBITDA of about 2.6x and funds from operations
(FFO) to debt of about 28%. Based on improved operating
performance and scheduled debt amortization, we expect that these
metrics could improve modestly over the next year. In addition, we
believe the company will generate free cash flow of about $100
million annually over the next few years. Still, the limited track
record with the new ownership and some uncertainty about how they
will approach and fund growth, and potential integration with
other Birla-owned carbon black operations remains a risk. We do
not anticipate that Indigold will pay dividends to the new owners
to support growth or to service debt obligations at related
businesses," S&P said.

"Indigold, as part of Aditya Birla Group's Birla Carbon business,
is one of the three largest producers in the world market for
carbon black, along with Cabot Corp. (BBB+/Stable/--) and Orion
Engineered Carbons Bondco GmbH (B/Stable/--), formerly part of
Evonik Industries (BBB+/Stable/A-2). These three producers account
for about 40% of worldwide capacity. Carbon black used in
manufacturing tires generates about 60% of Indigold's sales, with
an additional 20% from the production of other rubber goods used
in auto fanbelts, cooling hoses, weather-stripping, and in marine
and aerospace applications," S&P said.

"Indigold's moderate revenue base (sales of about $1.4 billion for
the 12 months ending March 31, 2012) and limited product diversity
make it vulnerable to unexpected supply and demand fluctuations,
particularly in cyclical and competitive end markets. Indigold
derives approximately 40% of its total sales from three major tire
manufacturers. It also has moderate customer concentration--its 10
largest customers account for about 60% of revenues. Although
replacement tire sales represent the majority of sales and provide
some stability, cyclical original equipment manufacturer (OEM)
sales remain important. Management cost-cutting, operational
improvements, and purchasing efficiencies have resulted in strong
performance and a solid upturn in profitability. EBITDA margins
have risen to a multiyear high above 15% as of March 31, 2012,
from about 14% the year before," S&P said.

"Indigold has also recently expanded production in emerging
markets, though it has more production in South America than in
Asia. Over time, Indigold's production in Asia is likely to
benefit from its strategic position within Birla Carbon, given its
strong presence in growing Asian markets. We expect this to result
in higher growth as well as additional operational complexity, as
the company increases its exposure to the political, economic, and
currency risks associated with operating in developing countries,"
S&P said.

"Petrochemical feedstocks represent the largest manufacturing cost
component. Most commodity-grade products benefit from sales
contracts that incorporate pass-through provisions of raw material
increases, albeit with a one-month lag. Makers of carbon black
have historically been able to pass on raw material cost increases
because the industry benefits from little substitution risk. The
company has been able to limit exposure to raw material
fluctuations in most product lines, particularly during rapid
spikes in input costs," S&P said.

"The positive outlook reflects our expectation that steady global
demand for carbon black should support operating results and
credit quality. Based on our scenario forecasts, we expect
Indigold could maintain financial metrics at a level supportive of
an upgrade, including FFO to debt above 25%. We believe the
company could achieve this even with a modest decline in revenue
or EBITDA margins over the next year. However, to consider higher
ratings, we would also have to gain additional clarity about the
role Indigold will play in Birla Carbon's long-term growth plans,"
S&P said.

"We could revise the outlook to stable if the company increases
leverage to fund growth or investment in the Birla Carbon business
without any offsetting improvements to the business risk profile.
Although we view this scenario as less likely, we could also
revise the outlook to stable if volumes decline and the company is
not able to pass through raw material price increases, such that
EBITDA margins decline by about 350 basis points and revenues
decline by more than 5%. In this scenario, we would expect FFO to
debt to drop below 20%," S&P said.


INTERLINE BRANDS: S&P Puts 'BB' Corp. Credit Rating on Watch Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings of on
Jacksonville, Fla.-based Interline Brands Inc. (Interline)
including the 'BB' corporate credit rating, on CreditWatch with
negative implications. "The CreditWatch listing indicates the
rating will likely be lowered following the completion of our
analysis," S&P said.

"The CreditWatch listing follows Interline's announcement that it
has entered into a definitive agreement to be acquired by
affiliates of GS Capital Partners LP and P2 Capital Partners, LLC
for $25.50 per share in cash in a transaction valued at $1.1
billion, including the assumption of debt," said Standard & Poor's
credit analyst Thomas Nadramia. "In its 8-K published on May 29,
2012, the company indicated that equity and debt financing
commitments for the transaction have been obtained, including $369
million of equity contribution, a $250 million senior secured
asset based revolving credit facility, a $303 million senior
unsecured bridge facility at the operating company and a $375
million senior unsecured bridge facility to be held at the holding
company. As a result, we believe total debt leverage is likely to
be significantly higher than currently what exists, resulting in
an increase in the current debt leverage of 4.0x and probably
resulting in an overall weaker financial risk profile for
Interline. We note that ratings assigned to companies upon their
being acquired by equity sponsors ordinarily reflect some presumed
deterioration of credit quality and only rarely result in ratings
above the 'B' category," S&P said.

"Interline acts primarily as a distributor and direct marketer of
broad-line maintenance, repair, and operations (MRO) products that
serve facilities maintenance, specialty distributors, and
professional contractor markets. Interline competes against
numerous local and regional distributors, a handful of national
players--some of which are significantly larger and financially
stronger--and other traditional sales channels, including retail
outlets and large warehouse stores," S&P said.

"We expect to meet with management and new ownership to review the
new capital structure and to assess any change in business and
financial strategies. In addition, we will update our operating
assumptions based on current economic conditions. We will monitor
developments relating to this transaction and will resolve the
CreditWatch listing following a review of Interline's pro forma
capital structure and financial risk. However, given the presumed
increased in debt leverage as well private equity ownership, a
downgrade may be greater than one notch," S&P said.


INTERNATIONAL ENVIRONMENTAL: Officially Enters Chapter 11
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
granted International Environmental Solutions Corporation relief
under Chapter 11 of the Bankruptcy Code.

On March 13, 2012, petitioning creditors Blaine Scott Molle,
Denise Molle, Linda Babb, James Hinkle and Karen Bertram filed an
involuntary petition under Chapter.  On April 16, the Debtor filed
an answer consenting to the filing of the bankruptcy case.  On
May 10, a status conference occurred and counsel for the Debtor
again reaffirmed that the Debtor has consented to entry of an
order for relief.

In this relation, the Court ordered that the Debtor file a list
containing the name and address of each entity included on
Schedule D, E, F, G, and H.  The Debtor is also ordered to file
schedules, statement and a verified Statement of Social Security
Number.

                 About International Environmental

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation (Bankr. C.D. Calif. Case No. 12-16268) on March 13,
2012.  Judge Wayne E. Johnson presides over the case.

On April 16, 2012, the Debtor filed their consent for relief under
Chapter 11.


INTERNATIONAL ENVIRONMENTAL: Shareholder Wants Ch. 11 Trustee
-------------------------------------------------------------
Party-in-interest Steven Thompson asks the U.S. Bankruptcy Court
for the Central District of California to appoint a Chapter 11
trustee in the Chapter 11 case of International Environmental
Solutions Corporation.

According to Mr. Thompson, a trustee must be appointed because of
(i) materiality of misconduct; (ii) evenhandedness or lack of same
in dealings with insiders or affiliated entities visa-vis other
creditors or customers; (iii) the existence of prepetition
viodable preferences or fraudulent transfers; (iv) unwillingness
or inability of management to pursue estate causes of action; (v)
conflicts of interest on the part of the management interfering
with its ability to fulfill fiduciary duties to the Debtor; and
(vi) self-dealing by management or waste or squandering of
corporate assets.

Secured Creditor EH National Bank formerly known as Excel National
Bank objected to Mr. Thompson's motion stating that, among other
things:

   -- the movant has not shown clear evidence that there is cause
      sufficient to appoint a trustee;

   -- the appointment of a trustee is not in the best interest of
      the creditors; and

   -- EH Bank sees no reason or benefit in allowing the case to
      remain in a Chapter 11 reorganization mode unless the Debtor
      and EH Bank can enter into a mutually agreeable resolution
      whereby the Debtor could obtain license fees or income by
      allowing a qualified third party manufacture warrant and
      service the machines thereby generating monies sufficient to
      pay EH Bank.

                 About International Environmental

Karen Bertram, James Hinkle, Blaine Scott Molle & Dennis Molle,
and Linda Babb filed an involuntary Chapter 11 petition against
International Environmental Solutions Corporation, dba IES
Corporation, (Bankr. C.D. Calif. Case No. 12-16268) on March 13,
2012.  Judge Wayne E. Johnson presides over the case.

On April 16, 2012, the Debtor filed their consent for relief under
Chapter 11.


IRVING, TX: S&P Gives 'B' Rating on 2012A Special Tax Revenue Bond
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
rating to Irving, Texas' series 2012A special tax revenue bonds,
series 2012B special revenue improvement bonds, and series 2012B-1
special revenue refunding bonds. "We understand that the 2011
occupancy tax revenue bonds will be refunded as part of the series
2012B special revenue refunding bonds. At this time, Standard &
Poor's has placed the 'BBB+' rating on the series 2011 bonds on
CreditWatch with negative implications due to the uncertainty
associated with the sale of the series 2012B-1 special revenue
refunding bonds. Once the series 2011 bonds have been refunded, we
will withdraw the rating on those bonds," S&P said.

"The 'B' rating reflects very weak coverage of projected maximum
annual debt service, and this assumes annual revenue increases and
general fund support from the city for some outstanding hotel-tax
supported debt," said Standard & Poor's credit analyst Sarah
Smaardyk. "In addition, we believe that the legal features
outlined in the ordinances and the preliminary official statement
do not include some of the legal features that are generally found
in higher-rated hotel occupancy tax revenue bonds," added Ms.
Smaardyk.

"The 2012 bonds are secured by a first lien pledge on a 9% hotel
occupancy tax. City officials indicate they will use proceeds from
the series 2012A and 2012B bonds to construct an entertainment
center and related infrastructure. They anticipate using the
series 2012B-1 bonds to refund the series 2011 hotel occupancy
revenue bonds, which were privately placed with the Bank of
America," S&P said.


JAMES KEENAN: Calif. Appeals Court Affirms Receivership
-------------------------------------------------------
The Court of Appeals of California, Fourth District, Division One,
affirmed a trial court order placing the assets of James and Judy
Keenan in receivership at the behest of Webb & Carey, APC, their
former attorneys.  Webb seeks enforcement of million dollar
judgments against the Keenans for unpaid attorney fees.

James W. Keenan dba Data Property Services, filed for Chapter 11
bankruptcy (Bankr. S.D. Calif. Case No. 96-00871) on Jan. 22,
1996.  The liquidating trustee was administering the bankruptcy
estate.  On Aug. 4, 2010, the bankruptcy court issued a "Closure
Order" directing the liquidating trustee to release certain listed
property to Mr. Keenan.  The bankruptcy court's final decree was
entered on March 3, 2011, and both it and the earlier closure
order contained language reserving jurisdiction over
implementation issues if disputes arose.

A copy of the Appeals Court's May 30, 2012 decision is available
at http://is.gd/OeWqSdfrom Leagle.com.


JESCO CONSTRUCTION: U.S. Trustee Wants Conversion or Dismissal
--------------------------------------------------------------
Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
asks the U.S. Bankruptcy Court for the Southern District of
Mississippi dismiss or convert the Chapter 11 case of Jesco
Construction Corporation to one under Chapter 7 of the Bankruptcy
Code.

According to the U.S. Trustee, to date, no disclosure statement or
plan has been filed.  The Debtor has moved to extend the
exclusivity period.  The U.S. Trustee objected to the Debtor's
motion.

The U.S. Trustee explains that the case must be dismissed or
converted because:

   -- the Debtor is not currently conducting any business;

   -- the Debtor also has no employees;

   -- if the Debtor is waiting on a potential settlement from
      prepetition litigation, a Chapter 7 trustee can collect any
      future settlement funds and pay creditors; and

   -- the Debtor has no assets except $100 million in accounts and
      contract receivables.

                     About Jesco Construction

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

In its schedules, the Debtor disclosed $100 million in assets and
$14.7 million in liabilities.

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


JESCO CONSTRUCTION: U.S. Trustee Opposes More Plan Exclusivity
--------------------------------------------------------------
Henry G. Hobbs, Jr., Acting United States Trustee for Region 5
asks the U.S. Bankruptcy Court for the Southern District of
Mississippi to deny Jesco Construction Corporation's request for
additional exclusivity.

As reported in the Troubled Company Reporter on May 11, 2012, the
Debtor requested for a 90-day extension of its exclusive periods
to file and solicit acceptances for the proposed Chapter 11 plan.

According to the U.S. Trustee:

   -- basing on the Debtor's Monthly Operating Reports, the Debtor
      is not conducting any business and the Debtor also has no
      employees;

   -- if the Debtor is waiting on a potential settlement from
      prepetition litigation, a chapter 7 trustee can collect any
      future settlement funds and pay creditors; and

   -- the Debtor has no assets except $100 million in accounts and
      contract receivables.

                     About Jesco Construction

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

In its schedules, the Debtor disclosed $100 million in assets and
$14.7 million in liabilities.

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


KONARKA TECHNOLOGIES: Files for Chapter 7 Liquidation
-----------------------------------------------------
Konarka Technologies, Inc., a leading developer of thin-film solar
panels, has filed for bankruptcy protection under chapter 7 of the
Federal bankruptcy laws.  Under chapter 7 proceedings, the
company's operations cease and a trustee is tasked with
liquidating the company's assets for the benefit of creditors.
Creditors will be asked to submit their claims to the Bankruptcy
Court and are unable to obtain payment from the company.

Howard Berke, chairman, president and CEO of Konarka, said,
"Konarka has been unable to obtain additional financing, and given
its current financial condition, it is unable to continue
operations.  This is a tragedy for Konarka's shareholders and
employees and for the development of alternative energy in the
United States."

Konarka was founded by Mr. Berke and by Dr. Alan Heeger, the
winner of the Nobel Prize for his work in conductive polymers.
Among the Company's assets are over hundreds of owned and licensed
patents and patent applications in the field of solar energy and a
state-of-the-art manufacturing plant in New Bedford,
Massachusetts.

Mr. Berke noted that several large international companies had
expressed interest in financing or acquiring the company.  He
further noted that, given the worldwide interest in the company,
including from the Chinese government, the company had not
entirely given up hope that a rescue financing or acquisition
would emerge in the bankruptcy.  Under Chapter 7 proceedings,
however, any such transactions are evaluated by a trustee and not
by the company itself.


L & M MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: L & M Manufacturing Co., Inc.
        P.O. Box 294
        New Hartford, CT 06057

Bankruptcy Case No.: 12-50991

Chapter 11 Petition Date: May 30, 2012

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Marjorie R. Gruszkiewicz, Esq.
                  Ronald Chorches, Esq.
                  LAW OFFICE OF RONALD I. CHORCHES
                  449 Silas Deane Highway
                  Wethersfield, CT 06109
                  Tel: (860) 563-3955
                  Fax: (860) 513-1577
                  E-mail: ronaldchorches@sbcglobal.net

Scheduled Assets: $406,216

Scheduled Liabilities: $1,539,420

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/ctb12-50991.pdf

The petition was signed by Joseph Mangione, president.


LIGHTSQUARED INC: Taps Ernst & Young as Tax Service Provider
------------------------------------------------------------
Lightsquared Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Ernst &
Young LLP as their tax service provider.

The Debtors or predecessor entities to them have engaged EY LLP
for audit and tax services since 2002.

EY LLP will provide services pursuant to a certain master services
agreement, and incorporated statements of work for tax compliance
services for LightSquared Inc. and subsidiaries, tax compliance
services for LightSquared LP and certain affiliates, restructuring
advisory services, routine on-call tax services.

The hourly rates, or ranges of rates, of the EY LLP's personnel
are:

   a) LightSquared Inc. Tax Compliance Services:

         Title                        Rate Per Hour
         -----                        -------------
      Partner/Principal               $725 - $850
      Executive Director              $600 - $750
      Manager/Senior Manager          $495 - $675
      Senior                          $295 - $460
      Staff                           $145 - $250

   b) LightSquared LP Tax Compliance Services:

         Title                        Rate Per Hour
         -----                        -------------
      Partner/Principal               $725 - $850
      Executive Director              $600 - $750
      Manager/Senior Manager          $495 - $675
      Senior                          $295 - $460
      Staff                           $145 - $250

   c) Advisory Services:

         Title                        Rate Per Hour
         -----                        -------------
      Partner/Principal               $750 - $895
      Executive Director              $630 - $795
      Manager/Senior Manager          $515 - $735
      Senior                          $300 - $485
      Staff                           $175 - $270

   d) Routine On-Call Services:
         Title                        Rate Per Hour
         -----                        -------------
      Partner/Principal               $750 - $895
      Executive Director              $630 - $795
      Manager/Senior Manager          $515 - $735
      Senior                          $300 - $485
      Staff                           $175 - $270

   e) Agreed Upon Procedures Services:
         Title                        Rate Per Hour
         -----                        -------------
      Partner                         $725 - $850
      Senior Manager                  $610 - $675
      Manager                         $495 - $610
      Senior                          $295 - $460
      Staff                           $145 - $250

As of the Petition Date, EY LLP held a remaining advance payment
from the Debtors in the amount of $180,000.  EY LLP may apply the
Deposit against any fees and expenses payable by the Debtors under
the Engagement Letter.  Any remainder will be returned to the
Debtors soon as practicable after the expiration or termination of
the Engagement Letter.

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

The Court set a hearing on June 11, 2012, at 2 p.m. (prevailing
Eastern time).  Objections, if any, are due June 5, at 5 p.m.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LIGHTSQUARED INC: Taps Gibson Dunn to Handle FCC Litigation
-----------------------------------------------------------
Lightsquared Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Gibson,
Dunn & Crutcher LLP as special litigation counsel.

Prior to the Petition Date, Gibson Dunn represented LightSquared
as its litigation counsel in connection with ongoing proceedings
before the Federal Communications Commission.

Gibson Dunn, will, among other things:

   -- conduct legal research related to the FCC proceedings and
      LightSquared's potential responses to FCC action;

   -- prepare memoranda on legal claims related to the FCC
      proceedings and issues for appeal in the event of an adverse
      determination by the FCC; and

   -- develop and implement strategies to achieve policy
      objectives in Congress and before particular federal
      agencies.

The hourly rates of Gibson Dunn's personnel are:

         Theodore B. Olson, partner           $1,800
         Eugene Scalia, partner                 $980
         Michael Bopp Partner                   $765
         John Bash, associate                   $640
         Ashley Boizelle, associate             $555
         Derek Lyons, associate                 $555
         Sam Dewey, associate                   $515
         David Fotouhi, associate               $445

Prior to the Petition Date, Gibson Dunn received retainer funds
from the Debtors for services to be rendered and for reimbursement
of expenses to be incurred by the Debtors.  As of the Petition
Date, the remaining amount of the retainer was approximately
$560,000.

To the best of the Debtor's knowledge, Gibson Dunn does not
represent or hold any interest adverse to the Debtors, their
estates, or any class of creditors or equity holders with respect
to the matters upon which it is to be engaged.

A hearing on June 11, 2012, at 2 p.m. (prevailing Eastern time)
has been set.  Objections, if any, are due June 5, at 5 p.m.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LIGHTSQUARED INC: Taps K&E as Commercial Litigation Counsel
-----------------------------------------------------------
Lightsquared Inc., et al., ask the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Kirkland &
Ellis LLP as special litigation counsel.

Since February 2011, K&E has advised the Debtors regarding certain
commercial litigations that have yet to be commenced and that may,
in the future, be brought in this or another court.  K&E continues
to work with the Debtors on these matters.

The hourly rates of K&E's personnel are:

         Partners                    $670 - $1,045
         Of Counsel                  $560 - $1,045
         Associates                  $370 -   $750
         Paraprofessionals           $145 -   $320

The professionals expected to have primary responsibility for
providing services to the Debtors are:

         Eugene F. Assaf               $925
         Michael F. Williams           $745
         Daniel Aaron Bress            $670
         K. Winn Allen                 $595

Mr. Assaf, a partner at K&E, assures the Court that K&E does not
hold or represent an interest adverse to the Debtor or their
estates.

A hearing on June 11, 2012, at 2 p.m. (prevailing Eastern time)
has been set.  Objections, if any, are due June 5, at 5 p.m.

                        About LightSquared

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.


LOEWEN GROUP: 11th Cir. Says Fla. Ct. Can't Rule on Discharge
-------------------------------------------------------------
The U.S. Court of Appeals for the Eleventh Circuit said the
Bankruptcy Court for the Southern District of Florida lacks
jurisdiction to determine whether a debt was discharged in a
bankruptcy case litigated in Delaware Bankruptcy Court.

The debt at issue consists of claims of tort liability possessed
by relatives of people buried in a Miami, Florida cemetery, known
as Graceland.  The claims are set out in the class action
complaint filed in the Circuit Court for Miami-Dade County,
Florida by Reyvis Garcia, Ramona Johnson, and Mercedes Woodberry
in March 2008.  Alderwoods Group, Inc., Osiris Holding of Florida,
Inc., and Northstar Graceland, LLC, owned Graceland.  The
creditors allege that the Debtors are liable to them and the
members of their class for damages because, due to inadequate
record keeping, the Debtors are unable to locate upon request the
grave sites of family members or close relatives buried in
Graceland.  This liability is based on the common law theories of
tortious interference with dead bodies, intentional or reckless
infliction of emotional distress, and gross negligence under
Florida tort law.

The Debtors contend that the creditors' claims were discharged in
a 1999 Chapter 11 bankruptcy.  On April 7, 2008, the Debtors filed
a "complaint" against the creditors in Southern District of
Florida Bankruptcy Court seeking a declaration that the claims the
creditors were attempting to litigate in State Court were
discharged in the Chapter 11 case, and enjoining the creditors
from pursuing the State Court case.  The Florida Bankruptcy Court
denied the Debtors' motion for summary judgment and ruled that the
claims the Creditors were prosecuting in State Court had not been
discharged in the Chapter 11 Case.  The Debtors appealed to the
U.S. District Court for the Southern District of Florida, which
affirmed.

The appellate case is ALDERWOODS GROUP, INC., OSIRIS HOLDING OF
FLORIDA, INC., NORTHSTAR GRACELAND, LLC, Plaintiffs-Appellants, v.
REYVIS GARCIA, RAMONA JOHNSON, MERCEDES WOODBERRY, Defendants-
Appellees, No. 10-14726 (11th Cir.).  A copy of the Eleventh
Circuit's May 30, 2012 opinion is available at http://is.gd/DPPQEz
from Leagle.com.

The Loewen Group International Inc., nka Alderwoods Group Inc., is
North America's No. 2 funeral service company.  Alderwoods Group
owns or operates about 750 funeral homes and some 170 cemeteries
in the US and Canada.  The firm's funeral services include casket
sales, remains collection, death registration, embalming,
transportation, and the use of funeral home facilities.  Loewen
filed for Chapter 11 protection in the United States and CCAA
protection in Canada on June 1, 1999, after failing to make debt
payments after its aggressive acquisition phase.  Loewen became
Alderwoods Group when it emerged from bankruptcy on Jan. 2, 2002.


LONG ISLAND: S&P Raises Rating on $16MM Sr. Secured Bonds From B
----------------------------------------------------------------
Standard & Poor's Ratings Services corrected its rating on Long
Island Water Corp.'s $16 million 4.9% senior secured water
facility revenue bonds maturing Oct. 1, 2034 (ISIN: US649851BM31)
by raising it to BBB/Developing from B/Negative. "Because of an
administrative error, we did not raise the rating on this issue
when it was re-insured by National Public Finance Guarantee Corp.,
a subsidiary of MBIA, in 2008," S&P said.

RATINGS LIST
Rating Raised
                                     To             From
Long Island Water Corp.
$16 mil. 4.9% senior secured bonds   BBB/Developing   B/Negative


LOUCHESCHI LLC: Construction Lender's Claim Pegged at $3.9MM
------------------------------------------------------------
For the purpose of determining the confirmability of Loucheschi
LLC's chapter 11 plan of reorganization, Bankruptcy Judge Melvin
S. Hoffman pegged LBM Financial LLC's claim as a secured claim for
$3,921,126, according to a May 30, 2012 Memorandum and Order
available at http://is.gd/JLEbjifrom Leagle.com.

LBM filed a proof of claim on Oct. 31, 2011, asserting a claim for
$5.64 million secured by a first mortgage on property owned by the
Loucheschi, consisting of a partially built eight-unit oceanfront
condominium on Cape Cod in Dennis, Massachusetts, named Shifting
Sands.  Loucheschi objected to the allowance of LBM's proof of
claim, incorporating "all claims, causes of action, defenses and
set-offs" asserted by Loucheschi and its principals, Peter Belli
(now deceased) and Louis J. Cheschi, Jr., in a 13-count complaint
filed in Bankruptcy Court against LBM and others.

Loucheschi has proposed a plan of reorganization for which a
disclosure statement has been approved and a confirmation hearing
scheduled to begin May 30.

LBM's claim is based on an Aug. 9, 2006 construction loan to
Loucheschi's predecessor, Bell-Ches Realty Trust, in the original
principal amount of $4,540,000.  LBM is a so-called "hard money
lender."  It charges high rates of interest and substantial fees
to borrowers unwilling or unable to obtain cheaper credit from
conventional lenders.

Loucheschi LLC filed a chapter 11 petition (Bankr. D. Mass. Case
No. 11-42578) on June 15, 2011, estimating under $1 million in
assets and debts.  Gary M. Hogan, Esq. -- ghogan@grcpc.com -- at
Gilmore, Rees & Carlson, P.C., in Franklin, Massachusetts, serves
as Loucheschi's counsel.


MEDICAL ALARM: Swaps $37,525 Debt for 28.2MM Common Shares
----------------------------------------------------------
Medical Alarm Concepts Holding, Inc., on May 24, 2012, reached an
agreement with holders of its convertible debentures to cancel
$37,525 of its potentially highly dilutive, toxic convertible
debentures.  In exchange for cancellation, the former debt holder
received 28,214,284 common shares, which are subject to 144 sales
restrictions.  The agreement entirely closes out the convertible
debt holder's position in the Company relative to all ownership of
convertible debentures and warrants.  This cancellation brings the
total amount of convertible debt removed, via negotiated
settlement, from the Company's balance sheet since the beginning
of this calendar year to $93,775.  Additionally, the total number
of warrants canceled since the beginning of this calendar year is
100,250,000.  These debt and warrant cancellations may allow the
Company to reverse a significant portion of its derivative
liability charges during the current fiscal quarter, or in
subsequent quarters, and will likely result in significant
reductions in shareholder dilution.

On May 1, 2012, the Company reached an agreement with holders of
its convertible debt.  Under the terms of the agreement, $56,250
of convertible debt was canceled.  Additionally, the agreement
calls for the cancellation of 13,750,000 million in the money
warrants.  The debt holders received no common share, preferred
share, warrant, option, or cash consideration for these
cancellations.  The cancellation of this debt and the associated
warrants may allow the Company to reverse a significant portion of
its derivative liability charges during the current fiscal
quarter, or in subsequent quarters, and will likely result in
significant reductions in shareholder dilution.

On April 30, 2012, the Company reached agreement with a former
holder of its convertible debentures canceling a demand for 61.5
million highly dilutive warrants.  In exchange for cancellation of
the warrant position, the former holder of the Company's
convertible debentures received 10 million common shares from an
unrelated third party.  The agreement entirely closes out the
convertible debt holder's position in the Company relative to all
ownership of convertible debentures and warrants.  The
cancellation of these warrants may allow the Company to reverse a
significant portion of its derivative liability charges during the
current fiscal quarter, or in subsequent quarters, and will likely
result in significant reductions in shareholder dilution.

On June 1, 2011, CEO Howard Teicher tendered his resignation for
personal reasons.  The announcement of a replacement for Mr.
Teicher is pending.

On May 30, 2012, the Company was informed by a European sales
prospect that the Company's MediPendant product was now
operational within the country's telecommunication network.  As a
result, the Company is expecting to receive an initial order for
MediPendants that have been customized to operate in this country
in a non-English speaking format.

On May 29, 2012, the Company commenced the process of booking new
media times for airings of its internally produced television
commercial with a target date of June 17, 2012.

On May 29, 2012, the Company was informed by its joint venture
marketing partner, Harrington Multi Media, that television
commercials in support of the joint venture are expected to begin
on or about June 4, 2012.

On May 27, 2012, the Company began receiving orders for its
MediPendant product under a strategic marketing agreement with the
number one warehouse club store in the U.S. Deliveries of ordered
products via this agreement have commenced.

On May 25, 2012, the Company contracted for a joint e-mail-based
marketing program sponsored by the largest warehouse club store in
the U.S. This e-mail campaign, which is scheduled to commence on
June 8, 2012, is expected to reach approximately 13,000,000
customers of this warehouse retailer.

On May 24, 2012, the Company launched a strategic alliance
partnership with the largest warehouse club store in the U.S for
sales of the Company's MediPendant product.

                        About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at March 31, 2011, showed
$1.40 million in total assets, $3.41 million in total liabilities,
and a $2 million total stockholders' deficit.

Li & Company, PC, in Skillman, N.J., expressed substantial doubt
about Medical Alarm Concepts Holding, Inc.'s ability to continue
as a going concern, following the Company's results for the fiscal
year ended June 30, 2010.  The independent auditors noted that the
Company had an accumulated deficit at June 30, 2010, and had net
loss and net cash used in operating activities for the fiscal year
then ended, respectively.


MILAGRO OIL: S&P Keeps 'CCC+' Rating on Senior Secured Notes
------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Houston, Texas-based Milagro Oil & Gas Inc.'s senior secured notes
to '3', indicating its expectation of meaningful (50% to 70%)
recovery in the event of a payment default, from '4'. The 'CCC+'
issue rating on the senior secured notes remains unchanged.

"Our revision reflects Milagro's updated year-end 2011 reserve
valuation as well as the recent borrowing base reduction on its
reserve based lending (RBL) credit facility. These updates result
in a higher recovery expectation for Milagro's second-lien notes
in our default scenario. Our price deck assumptions for Milagro
differ from the stressed price deck assumptions we generally use
when analyzing the recovery for U.S.-based Exploration and
Production (E&P) companies to reflect the risk of a near term
default. We generally use our recovery pricing assumptions of $45
per barrel of West Texas Intermediate crude oil, $4 per million
BTU of Henry Hub natural gas, and a 55% natural gas liquids to WTI
ratio. To value Milagro, we used an alternate set of commodity
price assumptions that are more reflective of the current
hydrocarbon pricing environment, albeit slightly conservative,
given the relatively high likelihood of a near-term default. These
assumptions are in line with the assumptions we use for our
corporate credit analysis for Milagro," S&P said.

RATINGS LIST
Milagro Oil & Gas Inc.
Corporate credit rating    CCC+/Negative/--

                            To             From
Revised Recovery Rating
Senior secured notes       CCC+           CCC+
  Recovery Rating           3              4


MOBILE MINI: S&P Affirms 'BB-' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Tempe, Ariz.-based portable storage units and
mobile office units leasing company Mobile Mini Inc.

"At the same time, we affirmed our 'B+' rating (one notch below
the corporate credit rating) on the senior unsecured notes. The
'5' recovery rating, indicating our expectations that lenders
would receive a modest (10%-30%) recovery in the event of a
payment default, is unchanged," S&P said.

"The ratings on Mobile Mini reflect its narrow operations [the
leasing and sale of portable storage units and mobile office
units] and its exposure to cyclicality in certain end markets,"
said Standard & Poor's credit analyst Funmi Afonja. "Somewhat
offsetting these weaknesses are the company's leading market
position and relatively stable earnings and cash flow."

"Standard & Poor's categorizes Mobile Mini's business risk profile
as 'fair,' its financial risk profile as 'aggressive,' and its
liquidity as 'adequate' under our criteria," S&P said.

"Mobile Mini is the only national lessor of portable storage units
in an otherwise fragmented industry in the U.S. The company also
has a dominant market position in the U.K. and limited operations
in the Netherlands and Canada. Mobile Mini has a fleet of about
236,600 units and a diverse customer base of more than 80,000
lessees. Portable storage units (often converted marine cargo
containers) make up about 81% of the fleet, mobile office units
17%, and storage trailers 2%," S&P said.

"The outlook remains stable. 'We expect the company to gradually
improve its financial profile with modest earnings growth and by
paying down debt and keeping capital spending modest," Ms. Afonja
said. "Over the long term, we expect Mobile Mini to benefit from
improving market fundamentals."


NORTH AMERICAN TECH: Chapter 11 Reorganization Case Dismissed
-------------------------------------------------------------
The Hon. Bill Parker of the U.S. Bankruptcy Court for the Eastern
District of Texas dismissed the Chapter 11 case of North American
Technologies Group, Inc.  The Court determined that the U.S.
Trustee's motion to dismiss, after withdrawal of the sole
objection to the motion, stood unopposed.

                About North American Technologies

Marshall, Texas-based North American Technologies Group, Inc.,
filed for Chapter 11 protection on March 18, 2010 (Bankr. E.D.
Texas Case No. 10-20071).  The Company estimated its assets and
debts at $10 million to $50 million.

The Debtor's affiliate, TieTek, LLC (Case No. 10-20072) filed a
separate Chapter 11 bankruptcy petition on March 18, 2010,
estimating $10 million to $50 million in assets and $50 million to
$100 million in debts.

William T. Neary, U.S. Trustee for Region 6, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of North American Technologies Group, Inc.,
et al.


NORTHEAST HOUSING: Moody's Affirms 'B1' Rating on Class II Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on Northeast
Housing LLC's (PA) $284 million outstanding Taxable Military
Housing Revenue Refunding Bonds, Series 2007 Class I, and has
affirmed the B1 rating on $71 million Series 2007 Class II bonds.

  Series 2007 A-1 (Class I) in the amount of $257 million,
  affirmed at Ba1;

  Series 2007 A-2 (Class I) in the amount of $25 million,
  affirmed at Ba1; and

  Series 2007 B (Class II) in the amount $71 million, affirmed at
  B1.

The outlook on the Class I bonds has been revised to stable from
negative, and the outlook on the Class II bonds remains negative.

Rating Rationale

The recommendation to affirm the ratings is based on the financial
performance of the project, improved occupancy rate, and increase
in the basic allowance for housing (BAH) for 2012. The project is
positioned within soft real estate markets resulting in lower than
expected occupancy. In addition, the project's debt service
reserve fund is funded by a surety bond provided by Ambac
Assurance Corporation (unrated by Moody's).

Credit Strengths

* All units of new construction and renovation have been
delivered and completed by the end of the initial development
period in October 2010.

* Improved weighted average occupancy to 93%

* The project received an overall increase in the BAH of 3.62%
for 2012.

* Balfour Beatty Communities, as developer and property manager,
has significant experience in privatized military housing, which
is further enhanced by their actual presence and active management
of the property over the past several years.

Credit Challenges

* Financial performance continues to remain stressed as debt
service coverages continue to be below underwritten levels.

* The project is subject to real estate risks, including
competition from surrounding real estate and sufficiency of the
BAH.

* Base closure, downsizing, or deployments may cause short-term
operating risks.

* The debt service reserve fund is funded by a surety bond from
Ambac

Outlook

The outlook on the Class I bonds has been revised to stable
because of the financial performance of the bonds and improvement
in occupancy rates. The outlook of the Class II bonds remain
negative because they continue to perform below underwritten
levels. The absence of a debt service reserve fund increases the
project's vulnerability to short-term operating risks.

What Could Change the Rating Up

- Improvement of financial performance and achievement of high
occupancy levels for several reporting periods.

- Cash funding of debt service reserve fund, replacement of the
surety provider or an upgrade of the current surety bond provider
while maintaining strong financial performance.

What Could Change the Rating Down

- Significant decline in BAH or continued stressed occupancy
levels that result in a decline in debt service coverage.

- Downsizing or closure of any of the seven naval installations
that support the housing units.

Principal Methodology

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


NORTHERN BERKSHIRE: Cash Collateral Hearing Scheduled for June 6
----------------------------------------------------------------
The Hon. Hnery Borroff of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Northern Berkshire
Healthcare, Inc., et al.'s continued use of the cash collateral.

A further hearing on the Debtor's request for further cash
collateral use will be held on June 6, 2012, at 2 p.m. (prevailing
Eastern time).

As reported in the Troubled Company Reporter on May 1, 2012, the
Debtors' authorization to use cash collateral will terminate on
the earliest to occur of: (i) 5:00 p.m. on the date that is two
business days after the date of further hearing; (ii) the
expiration of the cure period after the delivery of a default
notice by the master trustee; and the Effective Date of the Plan.

The outstanding principal and interest as of the Petition Date
under the Massachusetts Development Finance Agency Bonds and under
the master note No. 1 of $13.585 million in principal and
$281,000, respectively.  Wells Fargo Bank, National Association is
successor to the Bank of New York, as master trustee for the
master indenture.

The Debtors are using cash collateral to fund their business
operations.

As adequate protection for any diminution in value of the master
trustee's interest, the Debtor will grant the master trustee
replacement liens, superpriority administrative claim status,
subject to carve out on certain fees.

                     About Northern Berkshire

Northern Berkshire Healthcare, Inc., is a non-profit healthcare
corporation in northern Berkshire County, Massachusetts.  Together
with its affiliates, Northern Berkshire Healthcare operates the
North Adams Regional Hospital and a visiting nurse association and
hospice in North Adams, Massachusetts.

Northern Berkshire Healthcare, Inc., North Adams Regional
Hospital, Inc., Visiting Nurse Association & Hospice of Northern
Berkshire, Inc., Northern Berkshire Healthcare Physicians Group,
Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11
bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011,
to address their overleveraged balance sheet and effect a
reorganization of their operations.  On the same day, Northern
Berkshire Community Services, Inc., filed a petition for Chapter 7
relief also in the District of Massachusetts bankruptcy court.

Judge Henry J. Boroff presides over the Debtors' cases.  Steven T.
Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq.,
and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston,
Mass., serve as the Debtors' bankruptcy counsel.  The Debtors'
Financial Advisors are Carl Marks Advisory Group LLC.  GCG Inc.
serves as claims and noticing agent.

Northern Berkshire disclosed $22,957,933 in assets and $53,379,652
in liabilities as of the Chapter 11 filing.  The petition was
signed by William F. Frado, Jr., president.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official unsecured creditors' committee in the
Debtors' cases.  The Committee tapped Duane Morris LLP as its
counsel.

As reported in the Troubled Company Reporter on April 12, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Debtors won the signature of the bankruptcy
judge on a confirmation order April 10 approving the Chapter 11
plan.


NYTEX ENERGY: Exploring Possible Preferred Stock Restructuring
--------------------------------------------------------------
NYTEX Energy Holdings, Inc.'s Board of Directors is exploring the
possible restructuring of certain of the terms and conditions of
its outstanding shares of Series A Convertible Preferred Stock,
including, among other things, restructuring the approximately
$746,000 of currently accrued but unpaid dividends with respect to
the Preferred Stock, in order to potentially strengthen NYTEX's
balance sheet, provide greater operating and financing
flexibility, and better position NYTEX to take advantage of
business opportunities that may present themselves to NYTEX in the
future.  No decision has been made to engage in any transaction or
transactions that may result from the Board of Directors'
exploration of any such possible restructuring, and there can be
no assurance that any restructuring will occur or, if undertaken,
the terms or timing thereof.  NYTEX does not intend to disclose
developments with respect to the progress of its review of any
possible restructuring until such time as the Board of Directors
has approved a transaction, if any, or otherwise deems disclosure
appropriate.
                        About NYTEX Energy

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.

For 2011, Whitley Penn LLP, in Dallas, Texas, expressed
substantial doubt about Nytex Energy's ability to continue as a
going concern.  The independent auditors noted that the Company is
not in compliance with certain loan covenants related to two debt
agreements.

The Company's balance sheet at March 31, 2012, showed $76.92
million in total assets, $68.30 million in total liabilities and
$8.61 million in total equity.


OFFUTT AFB: Moody's Affirms 'Ba3' Rating on Class I Bonds
---------------------------------------------------------
Moody's Investors Service has affirmed the ratings on
approximately $138.350 million of outstanding debt of Offutt AFB
America First Communities, L.L.C. Military Housing Revenue Bonds
Series 2005 Class I at Ba3 and Class II at B1. The outlook on the
bonds remains stable.

Ratings Rationale

The affirmation of the ratings is supported by the Project's debt
service surety policy being provided by a lowly rated
counterparty, Syncora Guarantee, Inc. (rated Ca with a developing
outlook). Notwithstanding the counterparty risk in the surety
policy, the Project achieved satisfactory financial and
operational performance in 2011, and maintained well-funded
reserves. The stable outlook on the rating is supported by the
expectation of continued satisfactory financial and operational
performance in the near term.

The bonds are special obligation of the issuer, secured by a
pledge of rental and other revenues, including the Basic Allowance
for Housing (BAH) receipts generated by Offutt AFB America First
Communities, L.L.C., a privatized military housing facility
located in Omaha, Nebraska; assignment of a leasehold mortgage on
property, improvements and equipment therein; and Trustee-held
reserve funds.

Strengths:

- Average occupancy of 97.3% in end-state units in 2011

- 1.78x senior debt service coverage in 2011, and increase over
   1.56x in the prior year

- Majority of scope of work on the project is complete, with
   only 514 units left to be demolished

- Base essentiality remains strong

Challenges:

- Applicable weighted average BAH was a 0.23% increase in 2011
   and 1.16% decrease in 2012, which constrains rent levels for
   new incoming tenants; this is partially mitigated by an
   average annual BAH increase of 3% over the prior four years.

- Looking forward, rental revenue is exposed to volatility in
   yearly BAH payments, which are subject to Federal budget
   appropriation risk. Such future risk applies to rent levels
   for incoming tenants who are newly assigned to the base.

- Debt service surety policy is provided by Syncora Guarantee,
   Inc. (rated Ca with a developing outlook), which increases
   counterparty risk in case of potential cash flow shortages or
   default on debt service payments

- The project benefits from increased rental revenue from
   currently occupied excess units, which are slated to be
   demolished no earlier than 2015. Combined with scheduled
   increase in debt service payments to include amortization of
   principal beginning in 2013, the Project will observe downward
   pressure on debt coverage in the medium term.

Outlook

The stable outlook on the rating is supported by the expectation
of continued satisfactory financial and operational performance in
the near term.

WHAT COULD CHANGE THE RATING UP:

- Replacement of the debt service surety policy with one from a
   highly rated provider

- Substantial improvement in the current surety policy
   provider's rating

- Final completion of the IDP scope of work, including
   demolition, and full stabilization of the end-state units,
   while maintaining strong financial performance

WHAT COULD CHANGE THE RATING DOWN:

- Significant declines in debt service coverage levels

- Substantial or prolonged declines in occupancy

- Downsizing or closure of military facilities

- Additional downgrade in the rating of the current debt service
   reserve GIC provider

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


OILSANDS QUEST: Applies to Delist From NYSE MKT; Seeks New Listing
------------------------------------------------------------------
Oilsands Quest Inc. has applied to delist its shares from the NYSE
MKT following discussions with representatives from the NYSE MKT
about the Company's current status.  Oilsands Quest has filed an
application to list the Company's stock on the Canadian National
Stock Exchange, which would, if successful, enable Oilsands
Quest's shareholders to trade their shares once the new listing
becomes active. Listing on the CNSX is subject to the Company
meeting the exchange's minimum listing qualifications and other
requirements.  The Company expects the delisting from the NYSE MKT
to be effective before the end of June, 2012.  If the application
to list with the CNSX is successful, the Company's objective is to
have its shares listed and trading on or before the delisting from
the NYSE MKT. Oilsands Quest will provide further disclosure with
specific trading details as its application is processed by the
CNSX.

Oilsands Quest continues to operate under the protection of the
Companies' Creditors Arrangement Act (Canada) and the supervision
of a court-appointed monitor.  The Company is also continuing to
pursue the previously announced process to solicit offers to
acquire, restructure or recapitalize the Company, with the
assistance of TD Securities Inc.  There can be no assurance that
the solicitation process will result in a financing or a sale of
the Company or in any other transaction.

Further to previous disclosure, Oilsands Quest received notice
from the staff of the NYSE MKT that the Company remains out of
compliance with certain of the NYSE MKT's continued listing
standards as set forth in Part 10 of the NYSE MKT's Company Guide.
Specifically, NYSE MKT noted that the Company is not in compliance
with Section 1003(a)(iv) of the Company Guide because the Company
has sustained losses which are so substantial in relation to the
Company's overall operations or its existing financial resources,
or its financial condition has become so impaired that it appears
questionable, in the opinion of the NYSE MKT, as to whether the
Company will be able to continue operations and/or meet its
obligations as they mature.

The Company was afforded the opportunity to submit a plan of
compliance to the NYSE MKT and on Feb. 14, 2012 presented its most
recent plan to the NYSE MKT.  In its letter of Feb. 24, 2012, the
NYSE MKT notified Oilsands Quest that it accepted the Company's
plan of compliance and granted the Company an extension until
May 18, 2012 to regain compliance with the continued listing
standards.  Subsequent to May 18, 2012, and because the Company
has not regained compliance with continued listing standards, NYSE
Regulation has indicated that the Company would likely be subject
to delisting.  Trading in the common shares of Oilsands Quest
remains halted on NYSE MKT.

The CNSX -- http://www.cnsx.ca/-- is a streamlined stock exchange
that provides a visible market for qualifying small-cap companies.
It is recognized by the Ontario Securities Commission ("OSC") as a
stock exchange and is subject to OSC regulatory requirements.  In
addition, market surveillance and regulatory oversight on the CNSX
are provided by the Investment Industry Regulatory Organization of
Canada.

                       About Oilsands Quest

Oilsands Quest Inc. -- http://www.oilsandsquest.com/-- is
exploring and developing oil sands permits and licenses, located
in Saskatchewan and Alberta, and developing Saskatchewan's first
commercial oil sands discovery.

The Company reported a net loss of US$10.3 million for the six
months ended Oct. 31, 2011, compared with a net loss of
US$25.1 million for the six months ended Oct. 31, 2010.

The Company's balance sheet at Oct. 31, 2011, showed
US$156.6 million in total assets, US$33.3 million in total
liabilities, and stockholders' equity of US$123.3 million.  As at
Oct. 31, 2011, the Company had a deficit accumulated during the
development phase of US$721.7 million.

On Nov. 29, 2011, the Company and certain of its subsidiaries
voluntarily commenced proceedings under the CCAA obtaining an
Initial Order from the Court of Queen's Bench of Alberta (the
"Court"), in In re Oilsands Quest, Inc., et al., Case No. 1101-
16110.

The CCAA Proceedings were initiated by: Oilsands Quest, Oilsands
Quest Sask Inc., Township Petroleum Corporation, Stripper Energy
Services, Inc., 1291329 Alberta, Ltd., and Oilsands Quest
Technology, Inc.

Under the Initial Order, Ernst & Young, Inc., was appointed by the
Court to monitor the business and affairs of the Oilsands
Entities.  Neither of Oilsands' other subsidiaries, 1259882
Alberta, Ltd., and Western Petrochemical Corp., have filed for
creditor protection.

Oilsands Quest obtained a May 18, 2012 extension of the order
providing creditor protection under the Companies' Creditors
Arrangement Act (Canada).

The Company's common shares remain halted from trading until
either a delisting occurs or until the NYSE Amex permits the
resumption of trading.


PACIFIC MONARCH: Has Until June 15 to Propose Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Pacific Monarch Resorts, Inc.'s exclusive periods to file
and solicit acceptances for the proposed chapter 11 plan until
June 15, 2012, and Sept. 10, respectively.

                       About Pacific Monarch

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PATRIOT COAL: Has New Executive Leadership Team
-----------------------------------------------
Patriot Coal Corporation announced a new executive leadership team
to improve its operating and financial structure.

The following appointments by the Patriot Board of Directors are
effective immediately:

   * Irl F. Engelhardt has been named Chief Executive Officer.  He
     succeeds Richard M. Whiting, who is leaving Patriot after
     serving as President and CEO since 2007.  As CEO, Engelhardt
     will have overall responsibility for the Company and will
     focus on corporate strategy, financing activities, corporate
     development and optimization of the Company's asset
     portfolio.  Engelhardt will also continue to serve as
     Chairman of Patriot's Board of Directors.

   * Bennett K. Hatfield has been named President and will
     continue to serve as Chief Operating Officer of Patriot.  He
     will be responsible for overseeing the execution of Patriot's
     operations, sales and marketing plans.  To help ensure that
     Patriot's operations anticipate and respond effectively to
     changing market conditions, the Company's marketing teams
     will now report directly to Hatfield.

   * Michael M. Scharf has been named Lead Independent Director of
     the Patriot Board.  He has been a member of the Board since
     2007 and currently chairs Patriot's Nominating & Governance
     Committee.

Engelhardt said, "Ben and I will immediately focus on improving
Patriot's competitive position as well as its financial structure
to enhance value for our shareholders and all other groups who
have a stake in the Company's success.  Our team has successfully
navigated the inherent cycles in the energy industry in the past,
and I am confident Patriot can overcome the industry challenges
that we currently face.  As we move forward, I could not have a
better operating partner than Ben, who has demonstrated
outstanding leadership and a deep knowledge of the coal industry
in his 30-year career."

Engelhardt added, "On behalf of the Board and the senior
management team, we thank Rick for his contributions, commitment
and service to Patriot.  As President and CEO, he guided Patriot
through a complex spin-off and its emergence as a standalone
public company.  We wish him well in his future endeavors."

With more than 30 years of experience in the coal and energy
industries, Mr. Engelhardt, 65, will lead Patriot.  He has served
as Chairman of the Board of Directors of Patriot since its spin-
off from Peabody Energy in 2007, and previously served as Chairman
and CEO of Peabody from 1990-2005.  During his career, he has
served as Chairman of Peabody Resources Ltd. (Australia), Chairman
of Citizens Power LLC (a power trading company), Chairman of The
Federal Reserve Bank of St. Louis, Co-CEO and executive director
of The Energy Group (LSE: TEG), Chairman of Suburban Propane
Company and Chairman of Cornerstone Construction & Materials.  He
also previously served as a member of the Boards of Directors of
Valero Energy Corporation and The Williams Companies, Inc.  In
addition, he served as Chairman of the National Mining
Association, the Coal Industry Advisory Board of the International
Energy Agency, the Center for Energy and Economic Development, and
the Coal Utilization Research Council, as well as Co-Chairman of
the Coal Based Generation Stakeholders Group.

Bennett K. Hatfield, 55, has served as Patriot's Executive Vice
President & COO since September 2011.  He previously served as
President, CEO and a Director of International Coal Group, from
2005 until the June 2011 sale of that company.

He has held a number of other key executive operating and
commercial positions during his 30-plus years in the coal
industry, including President, Eastern Operations of Arch Coal,
Inc., Executive Vice President and COO of Massey Energy Company,
and Executive Vice President & Chief Commercial Officer of Coastal
Coal Company.

Mr. Hatfield is a board member of the West Virginia Coal
Association and has held leadership positions in a variety of
other industry associations.  He is a Licensed Professional
Engineer with a Bachelor of Science degree in mining engineering
from Virginia Polytechnic Institute and State University.

Effective May 28, 2012, Richard M. Whiting resigned from his roles
as President, Chief Executive Officer and member of the Board of
Directors of Patriot Coal Corporation and all other offices,
employment and directorships with Patriot and each of its
affiliated entities.

A complete copy of the disclosure is available for free at:

                       http://is.gd/aLhe79

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

                             *    *    *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on St. Louis, Mo.-
based Patriot Coal Corp. to 'CCC' from 'B-'.

"The corporate credit rating on Patriot reflects the combination
of what we consider to be the company's 'weak' business risk
profile and 'highly leveraged' financial risk profile.  The
company has significant exposure to the high-cost Central
Appalachia region and faces the inherent risks of coal mining,
including operating problems, price volatility, and increasing
costs and regulatory scrutiny," S&P said.

In the May 17, 2012, edition of the TCR, Moody's Investors Service
downgraded Patriot Coal's (Patriot) corporate family rating (CFR)
and probability of default rating to Caa1 from B2.  The downgrade
reflects Moody's expectation that for 2012, Patriot's credit
metrics will contract and liquidity will deteriorate, due to
challenges facing the company's thermal coal business and the
softness in the metallurgical coal market.


PENN VIRGINIA: S&P Keeps 'B' Rating on Senior Secured Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Radnor, Pa.-based Penn Virginia Corp.'s senior unsecured notes to
'4', indicating its expectation of average (30% to 50%) recovery
in the event of a payment default, from '3'. The 'B' issue rating
on the senior unsecured notes remains unchanged.

"Our revision reflects a decline in Penn Virginia's reserve
valuation as of March 31, 2012, at our stressed price deck
assumptions of $45 per barrel of West Texas Intermediate crude oil
and $4 per million BTU of Henry Hub natural gas," S&P said.

RATINGS LIST
Penn Virginia Corp.
Corporate credit rating        B/Negative/--

                                To             From
Revised Recovery Rating
Senior unsecured notes         B              B
  Recovery rating               4              3


PHARMACEUTICAL RESEARCH: Moody's Assigns 'B2' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating of B2
and a Probability of Default Rating of B3 to Pharmaceutical
Research Associates, Inc.  Concurrently, Moody's assigned a B1
rating to the proposed senior secured credit facility, which will
include a $370 million Term Loan B and a $40 million revolving
credit facility.  The proceeds of the term loan, along with cash
on hand, will be used to refinance all of the existing debt of PRA
International (Delaware), a parent company of PRA, and
Pharmaceutical Research Associates Group, BV, a subsidiary of PRA.
The rating outlook is stable.

Ratings Assigned to Pharmaceutical Research Associates, Inc.

Corporate Family Rating of B2

Probability of Default Rating of B3

Proposed $40 million senior secured revolving credit facility,
due 2017, rated B1 (LGD 3, 30%)

Proposed $370 billion senior secured Term Loan B, due 2018,
rated B1 (LGD 3, 30%)

The outlook is stable.

The following ratings will be withdrawn upon the closing of the
transaction and the repayment of outstanding debt obligations.

PRA International:

Corporate Family Rating of B2

Probability of Default Rating of B2

Senior secured revolving credit facility due 2013, rated Ba2
(LGD2, 15%)

Senior secured first-out term loan due 2014, rated Ba2 (LGD2,
15%)

Senior secured last-out term loan due 2014, rated B2 (LGD3, 48%)

Pharmaceutical Research Associates Group, BV:

Senior secured revolving credit facility due 2013, rated Ba2
(LGD2, 15%)

Senior secured first-out term loan due 2014, rated Ba2 (LGD2,
15%)

Ratings Rationale

The B2 Corporate Family Rating reflects PRA's considerable
financial leverage, and Moody's expectation that leverage could
increase further to fund future shareholder initiatives, such as
dividends. The rating also reflects PRA's mid-tier scale versus
several much larger competitors and Moody's expectation that the
highly competitive industry will continue to face pricing pressure
and margin compression. The ratings are supported by PRA's strong
track record of execution of its growth strategy over the past
several years. The ratings are also supported by Moody's
expectation of good free cash flow generation and liquidity.

Moody's could upgrade PRA's ratings if the company continues to
grow its scale within the CRO industry (i.e., revenues approaching
$700 million) and maintains adjusted financial leverage below 4.0
times and adjusted free cash flow to debt above 10%.

Moody's could downgrade the ratings if PRA experiences an elevated
level of contract cancellations or poor new business wins that
leads to top-line deterioration. Further, increased pricing
pressure or competitive pressures that lead to material erosion in
EBITDA margins could also have negative rating implications.
Specifically, if Moody's expects adjusted debt/EBITDA to be
sustained above 5.5 times or free cash flow to turn negative, the
ratings could be downgraded.

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

PRA International is a contract research organization ("CRO") that
assists pharmaceutical and biotechnology companies in developing
drug compounds, biologics, and drug delivery devices and gaining
necessary regulatory approvals. The company was acquired by
Genstar Capital in 2007. PRA generated net service revenues of
approximately $568 million for the twelve months ended March 31,
2012.


PHOENIX ASSOCIATES: Court Rules on Highground Lawsuit
-----------------------------------------------------
Bankruptcy Judge Jerry A. Brown consolidated two adversary
proceedings for trial:

     -- Highground, Inc., David Hallin, Ronda Hyatt and several
        other plaintiffs sued Charles Paul Alonzo, Jr., Carolyn
        Williams Alonzo, Ronald Lee Blackburn, Tri-Koon Holdings,
        L.L.C., Phoenix Oil & Gas, Inc. and Treaty Energy
        Corporation (Bankr. E.D. La. Adv. Proc. No. 10-1042); and

     -- Highground, Inc., David Hallin and Ronda Hyatt against
        Charles Paul Alonzo, Jr. and Carolyn Williams Alonzo
        (Bankr. E.D. La. Adv. Proc. No. 10-1043)

Carolyn and Charles Paul Alonzo Jr. are co-debtors in a Chapter 7
bankruptcy case (Bankr. E.D. La. Case No. 10-10176).  The Alonzos
and Ronald Lee Blackburn were business associates and majority
stock holders in Phoenix Associates Land Syndicate, Inc.  The
Alonzos were officers and directors of Phoenix Associates.
Blackburn was not.  The Alonzos and Blackburn also incorporated
Phoenix Oil & Gas, Inc. in August 2007 and activated Tri-Koon
Holdings, LLC in October 2008.  The plaintiffs allege that the
Alonzos, within one year preceding the filing of the Chapter 7
bankruptcy petition on Jan. 22, 2010, donated their interests in
Phoenix Oil & Gas and Tri-Koon Holdings to Blackburn.

Phoenix Associates is a publicly traded company with roughly 2000
shareholders that was originally formed by the Alonzos in 1997.
Phoenix Associates bought distressed business entities, purchasing
the entities with various combinations of cash and preferred stock
in Phoenix Associates or other entities, as a means of creating
viable business operations for the company.  Although Phoenix
Associates over time acquired 26 such companies, the business
ultimately failed, leaving Phoenix Associates with several million
dollars of accrued debt.

David Hallin and Ronda Hyatt, two of the plaintiffs, were officers
and directors of Treaty Petroleum, Inc., which had been formed in
2006 and held a lease on oil property in Texas.  The sole asset of
Treaty Petroleum was the W.W. Owens leasehold.  Highground, Inc.,
a Texas corporation owned by Ms. Hyatt and her husband, is the
licensed operator of the W.W. Owens leasehold.  In its complaint,
Highground states that it owns an overriding royalty interest in
the W.W. Owens leasehold and alleges that this royalty interest
has been lost as a result of Blackburn's failure to develop the
lease.

On May 16, 2008, Blackburn signed a purchase agreement on behalf
of Phoenix Associates for the purchase of Treaty Petroleum.  The
agreement specified that the shareholders of Treaty Petroleum were
to receive preferred stock in Phoenix Associates in exchange for
their shares of Treaty Petroleum.  Following the acquisition, the
shareholders of Treaty Petroleum were instead issued shares of
Phoenix Oil & Gas.  Some of the shareholders of Treaty Petroleum
complained to Blackburn that they did not want shares of Phoenix
Oil & Gas, and they were told by Blackburn that Phoenix Oil & Gas
was a wholly owned subsidiary of Phoenix Associates and that
Phoenix Associates preferred to structure the purchase this way
instead of what was specified in the purchase agreement.  As it
turns out, Blackburn had no authority from Phoenix Associates to
purchase Treaty Petroleum, and Phoenix Oil & Gas was a corporation
owned by Blackburn that had no direct connection with Phoenix
Associates.

Having gained control of Treaty Petroleum, Blackburn then merged
Treaty Petroleum with another entity, Alternate Energy
Corporation, to form Treaty Energy Corporation.  After this
merger, the plaintiffs were offered the chance to convert their
Phoenix Oil & Gas stock for TECO stock, which they did, despite
the fact that they were still attempting to get the Phoenix
Associates stock they had been promised in the purchase agreement.

Phoenix Associates filed a Chapter 11 bankruptcy petition on
June 10, 2009.  The Alonzos filed for personal Chapter 7 relief on
Jan. 22, 2010.  In the wake of the bankruptcy filings, Highground,
David Hallin and Ronda Hyatt filed adversary proceeding number
10-1043 against the Alonzos objecting to the discharge of their
debt specifically under Sec. 523 of the Bankruptcy Code, and to
the discharge of the Alonzos generally under Sec. 727 of the
Bankruptcy Code.  Highground, David Hallin, Ronda Hyatt and the
other plaintiffs also removed a suit they had filed in state court
in Louisiana in November 2009 against the Alonzos, Blackburn, Tri-
Koon Holdings, Phoenix Oil & Gas, Inc. and Treaty Energy
Corporation, alleging breach of contract, fraud, unjust
enrichment, and seeking damages in the amount of $15,000,000.

In adversary proceeding number 10-1043, the plaintiffs have
alleged several causes of action against the Alonzos under 11
U.S.C. Sections 727(a)(2)(A), 727(a)(2)(B), 727(a)(4)(A),
523(a)(2)(A), 523(a)(4), and 523(a)(6).

At the close of trial, the court dismissed the claim alleged to
arise under Sec. 727(a)(2)(B) because the plaintiffs had failed to
provide any evidence of a post-petition transfer.  The court also
dismissed the claim alleged under Sec. 523(a)(4) because the
plaintiff had failed to introduce any evidence that the debtors
were acting in a fiduciary capacity.  Finally, the court dismissed
the claim alleged under Sec. 523(a)(6) for lack of evidence of the
debtors' malicious intent or of an objective, substantial
certainty of harm to the plaintiffs.  The court instructed the
parties to submit post-trial briefs discussing the remaining
claims in the two adversary proceedings.

In a May 29, 2012 Memorandum Opinion available at
http://is.gd/nD4Vvkfrom Leagle.com, the court finds that the
plaintiffs have failed to carry their burden of proof under
Sections 727(a)(2)(A), 727(a)(4)(A) and 523(a)(2)(A) of the
Bankruptcy Code.  These causes of action are dismissed.  The
plaintiffs have proved their case with respect to the breach of
contract and fraud claims but have failed to prove the unjust
enrichment claim.  The defendants have failed to prove their
counterclaim.  The court dismisses the unjust enrichment claim and
the counterclaim.

                    About Phoenix Associate

Based in Madisonville, Louisiana, Phoenix Associates Land
Syndicate, dba Murphy Sand and Gravel -- http://www.pbls.biz/--
focused principally on the acquisition and development of
companies in the aviation, construction, mining and oil & gas
industries.

The Company filed for Chapter 11 on June 10, 2009 (Bankr. E.D.
La. Case No. 09-11743).  Claude C. Lightfoot, Jr., at Claude C.
Lightfoot, Jr. P.C., represented the Debtor in its restructuring
efforts.  In its schedules, the Debtor disclosed $6,300 in total
assets and $20.1 million in total liabilities.

The case was converted to Chapter 7 on July 31, 2009.


PLAINS END: Fitch Affirms Rating on $117.7-Mil. Sr. Bond at 'BB'
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on Plains End
Financing, LLC's $117.7 million ($107.5 million outstanding)
senior secured bonds, and 'B+' rating on the $20.3 million
($18.4 million outstanding) subordinated secured notes.  The
affirmation and maintained Stable Outlook on the senior bonds
reflects the continued operating stability and adequate financial
coverage at the senior level to cover any dispatch volatility.
The sub note rating affirmation and Outlook revision to Stable
from Negative reflects the resolution of a property tax appeal
with certain municipal taxing districts and no draw on the debt
service reserve for 2011.

KEY RATING DRIVERS

  -- Tolling-Style Contracted Revenues: The project benefits from
     stable and predictable revenues under two 20-year fixed price
     power purchase agreements (PPAs) with a strong utility
     counterparty, Public Service Company of Colorado (PSCo; rated
     'BBB+' with a Stable Outlook).  Under the tolling-style
     agreements, the project receives substantial capacity
     payments that account for 82% of consolidated revenues and
     pass through all variable fuel expenses to PSCo.

  -- Increased Dispatch Accelerates Maintenance: The project was
     designed to provide backup generation for nearby wind
     projects due to the intermittency of wind resource.  The
     project faces accelerated major maintenance when the
     volatility in wind causes the project to be dispatched at a
     rate higher than anticipated.  Dispatch has decreased from
     the 2008 high; however, the project is still susceptible to
     decreased cash flow from accelerated major maintenance.

  -- Refinance Risk Poses Threat: The 'B+' rating on the
     subordinate notes reflects the potential for refinance risk
     in 2023 if the project is unable to meet target amortization
     amounts.  Under the Fitch rating case there is sufficient
     cushion to repay the sub notes by 2023 without the balloon
     payment that would result from meeting only the minimum
     amortization payments.  The project is current on all target
     amortization.

  -- Operating Cost Stabilization: The project successfully
     appealed the 2010 property tax valuation and received a
     refund for taxes paid in 2011.  Current projections utilize
     the sponsor's expectation of property taxes going forward.
     The tax resolution combined with a true up in operating costs
     under the new regime provides more certainty for variable
     operating expenses going forward.

WHAT COULD TRIGGER A RATING ACTION

  -- Sustained increased dispatch would accelerate major
     maintenance and negatively impact cash flow;

  -- A significant change in operating expenses could positively
     or negatively impact the project's ability to make debt
     service payments;

  -- A shortfall in availability below 60% would result in
     termination of the PPAs and would negatively impact the
     rating.

Security

Plains End's obligations are jointly and severally guaranteed by
operating plants Plains End LLC (PEI) and Plains End II LLC
(PEII).  The obligations of the issuer and guarantors are secured
by a first-priority perfected security interest in favor of the
collateral agent.  The collateral includes all real and personal
property, all project documents and material agreements, all cash
and accounts, and all ownership interests in the issuer and
guarantors.  The collateral will be applied first to the senior
secured bonds and then to the subordinated secured notes.

Credit Update

Operationally, the project has continued to maintain high
availability with consistent dispatch resulting in debt service
coverage ratios (DSCRs) consistent with Fitch's expectations for
2011.  Plains End was previously involved in a property tax appeal
with certain municipal taxing districts.  The appeal was resolved
successfully in 2011 and resulted in a rebate for taxes paid in
2011 based on the 2010 valuation.  In 2012, the project will pay
$2.9 million for the 2011 valuation year, which represents another
decrease from the $3.4 million paid in 2011 . This resolution
provides more certainty regarding operating expenses going forward
and allows the sub notes to be fully repaid by 2023 in the Fitch
rating case.

Year to date 2012 capacity factor has been less than budgeted due
to a mild winter in the Rockies though dispatch has begun to pick
up in May.  The sponsor expects the project to operate near the
8%-10% dispatch range going forward with 600 MW additional solar
and wind capacity coming online in PSCo during 2012.  The region
also had a 1,200 MW surplus in capacity in 2011.  A lower dispatch
level helps to maintain project economics by keeping the
maintenance cycle consistent with projections.

The consolidated availability factor has been above 99% since
2009, demonstrating a strong operating profile.  This stability
helps to mitigate PPA termination risk, wherein the PPAs may be
terminated if availability falls below 60%.  The operator actively
manages project performance and follows a major maintenance
schedule based on runtime.

The resolution to the property tax appeal and its impact on
assessed value combined with a stabilization of capacity factors
near 10% on a consolidated basis provides for an improving debt
service coverage profile during the life of the debt.  2011 was
expected to be a low year in terms of DSCR with near breakeven
coverage in the Fitch rating case.  The Fitch calculated 2011 DSCR
was 1.13 times (x) at the senior level and 0.94x on a consolidated
basis including target amortization.  Fitch notes that due to the
timing of cash flow, the project was able to service all target
2011 debt without drawing on the debt service reserve.

Plains End is indirectly owned 100% by Energy Investors Funds
(EIF)-managed funds following the acquisition of 20% of ownership
interests from Cogentrix in 2011.  Plains End was formed solely to
own and develop two gas-fired peaking projects, PEI and PEII,
located in Arvada, Jefferson County, Colorado.  The plants are
peaking facilities used primarily as a back-up for wind
generation, as well as other generation sources, in Colorado with
a combined capacity of 228.6 MW. Combined cash flows from both
plants service the obligations under the two bond issues.

PEI and PEII have long-term PPAs structured as tolling contracts
with PSCo that expire in 2028.  Under the PPAs, PSCo has a right
to all of the capacity, energy and dispatch of the facilities.
PEI and PEII receive capacity payments and variable energy
payments that generally reimburse their variable operating
expenses.


POST STREET: Guarantor to Contribute New Capital as Equity
----------------------------------------------------------
Post Street, LLC, and 240 Partners, L.P., submitted to the U.S.
Bankruptcy Court for the Northern District of California a First
Amended Plan of Reorganization dated April 30, 2012.

According to the Plan, Stanley W. Gribble, the responsible person
for the Debtors, will contribute to the Reorganized Debtors on the
effective date the "new capital contribution", which, together
with the Debtors' Cash on hand, will be sufficient to (1) fund the
Brooks Brothers Work, (2) pay all administrative priority claims
and priority tax claims, and (3) establish a working capital
reserve for the Debtors.

The Debtors relate that completing the Brooks Brothers Work will
ensure that they satisfy their obligations to Brooks Brothers
under the Brooks Brothers Lease and that Brooks Brothers'
obligation to open for business and pay rent under the Brooks
Brothers Lease will commence in approximately September 2012.
Also, the implementation of the Brooks Brothers Lease will
increase revenue from and profitability of the Property.

The enhancement of revenue, together with the Debtors' existing
assets and the New Capital Contribution, will be sufficient to pay
(1) all amounts due on the Effective Date, (2) all payments that
come due under the Plan, and (3) all amounts that will come due
under the New Mortgage Note, in addition to generating surplus
profit.

Mr. Gribble is committing to contribute the New Capital
Contribution as equity, which by definition will be junior to all
present and future creditors, including the Mortgage Lender.  No
distributions will be made to any holder of Post Street Interests
or Post 240 Interests before Brooks Brothers' obligation to pay
rent under the Brooks Brothers Lease has commenced.

A full-text copy of the Plan is available for free at
http://bankrupt.com/misc/POST_STREET_plan_1stamended.pdf

                       About Post Street LLC

Post Street LLC, based in San Francisco, California, filed for
Chapter 11 bankruptcy (Bankr. Case No. 11-32255) on June 15, 2011.
Judge Thomas E. Carlson presides over the case.  Jeffrey C.
Krause, Esq., Eric D. Goldberg, Esq., H. Alexander Fisch, Esq.,
and Michael S. Neumeister, Esq., at Stutman, Treister and Glatt,
in Los Angeles, serves as the Debtor's bankruptcy counsel.
Nossaman LLP serves as special litigation counsel.  In its amended
schedules, the Debtor disclosed assets of $280,815 plus unknown
amount and liabilities of $56,092,852 as of the Chapter 11 filing.
The petition was signed by Stanley W. Gribble, authorized agent.

Affiliate Post 240 Partners, LP, aka Festival Retail Fund 1 228
Post Street, LP, filed for Chapter 11 bankruptcy (Bank. N.D.
Calif. Case No. 11-33788) on Oct. 19, 2011.  The Debtor estimated
both assets and debts of $50 million to $100 million.

Post Street, LLC, and Post 240 Partners, L.P., own 34.41% and
65.59% tenant in common interests, respectively, in a building
located at 228-240 Post Street, Union Square, San Francisco.


POST STREET: June 8 Hearing on Appointment of Ch. 11 Trustee Set
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will convene a hearing on June 8, 2012, at 9:30 a.m., to consider
the motion to (1) appoint Chapter 11 trustee; (2) dismiss or
convert the Debtors' cases to Chapter 7 of the Bankruptcy Code.

Secured creditor Post Investors LLC requested for the appointment
of a trustee to liquidate the property known as 228-240 Post
Street, San Francisco, California.

According to Post Investors, the responsible person of the
Debtors, Stanley Gribble, has breached his fiduciary duties to
creditors of the Debtors' estates.  Post Investors added that Mr.
Gribble has failed to promptly and timely enter into an agreement
for the sale of the property when multiple sale offers have been
made to the Debtors that exceed the amount of all claims asserted,
or scheduled in the Chapter 11 bankruptcy cases.

Post Investors noted that the reason for the failure is that
Mr. Gribble seeks to maximize the sale to generate even more
proceeds for himself, all at the risk the property value may fall
as it did in 2008, or the prime selling opportunity that now exits
evaporates.

                       About Post Street LLC

Post Street LLC, based in San Francisco, California, filed for
Chapter 11 bankruptcy (Bankr. Case No. 11-32255) on June 15, 2011.
Judge Thomas E. Carlson presides over the case.  Jeffrey C.
Krause, Esq., Eric D. Goldberg, Esq., H. Alexander Fisch, Esq.,
and Michael S. Neumeister, Esq., at Stutman, Treister and Glatt,
in Los Angeles, serves as the Debtor's bankruptcy counsel.
Nossaman LLP serves as special litigation counsel.  In its amended
schedules, the Debtor disclosed assets of $280,815 plus unknown
amount and liabilities of $56,092,852 as of the Chapter 11 filing.
The petition was signed by Stanley W. Gribble, authorized agent.

Affiliate Post 240 Partners, LP, aka Festival Retail Fund 1 228
Post Street, LP, filed for Chapter 11 bankruptcy (Bank. N.D.
Calif. Case No. 11-33788) on Oct. 19, 2011.  The Debtor estimated
both assets and debts of $50 million to $100 million.

Post Street, LLC, and Post 240 Partners, L.P., own 34.41% and
65.59% tenant in common interests, respectively, in a building
located at 228-240 Post Street, Union Square, San Francisco.


RDI HOLDING: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: RDI Holding Company
        21N988 Pepper Road
        Barrington, IL 60010

Bankruptcy Case No.: 12-22010

Chapter 11 Petition Date: May 30, 2012

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

Judge: Carol A. Doyle

Debtor's Counsel: Thomas W. McEvoy, Esq.
                  228 W. Main Street
                  Barrington, IL 60010
                  Tel: (847)543-0201
                  E-mail: tommcevoy@msn.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb12-22010.pdf

The petition was signed by Richard Donlea, president.


REID PARK: Can Use WBCMT 2007's Cash Collateral Until June 29
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona, in a fifth
interim order, authorized Reid Park Properties, LLC's continued
use of the cash collateral which WBCMT 2007-C31 South Alvernon
Way, LLC asserts an interest.

The lender consented to the use of the cash collateral until
June 29, 2012, on the occurrence of a termination event.

The Debtor will use the cash collateral for the payment of, inter
alia, its operating and other expenses necessary to preserve its
assets and continue the Hotel's operation.  The Debtor's cash
collateral use has a permitted 10% deviation of each line item.

As adequate protection from any diminution in value of the
lender's collateral, the debtor will grant the lender a
replacement lien in all assets and property of the Debtor and the
estate.

As additional adequate protection, the Debtor will make $70,800
payment to the lender.

                   About Reid Park Properties

Reid Park Properties LLC is the owner of the Doubletree Hotel
Tucson located in South Alernon Way in Tucson, Arizona.  The nine-
story property has 287 rooms.  It was purchased for $31.8 million
in 2007 by an affiliate of Transwest Properties Inc.

Reid Park filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
11-15267) on May 26, 2011.  According to its bankruptcy petition,
Reid Park has $52 million in liabilities and $14 million in
assets.  The Law Offices of Eric Slocum Sparks, P.C., serves as
its legal counsel.

The U.S. Trustee Christopher Pattock said that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


RESEARCH IN MOTION: Warns of Q1 Net Loss; May Cut 30% of Jobs
-------------------------------------------------------------
Thorsten Heins, President and CEO of Research In Motion Limited,
warned last week the Company is going through a significant
transformation as it moves towards the BlackBerry 10 launch, and
its financial performance will continue to be challenging for the
next few quarters.

"The on-going competitive environment is impacting our business in
the form of lower volumes and highly competitive pricing dynamics
in the marketplace, and we expect our Q1 results to reflect this,
and likely result in an operating loss for the quarter.  We are
continuing to be aggressive as we compete for our customers'
business -- both enterprise and consumer -- around the world, and
our teams are working hard to provide cost-competitive, feature-
rich solutions to our global customer base," Mr. Heins said.

Rob Gillies, writing for BusinessWeek, reports Jefferies analyst
Peter Misek said he expects RIM to announce as many as 5,000
layoffs soon.  The Company has about 16,500 employees.

Mr. Heins also said the Company engaged J.P. Morgan Securities LLC
and RBC Capital Markets to assist the Company and its Board of
Directors in reviewing RIM's business and financial performance.
The advisors have been tasked to help RIM with the strategic
review and evaluate the relative merits and feasibility of various
financial strategies, including opportunities to leverage the
BlackBerry platform through partnerships, licensing opportunities
and strategic business model alternatives.

Mr. Heins did note RIM expects to further increase its cash
position in Q1 from the roughly $2.1 billion it had at the end of
fiscal 2012.

RIM is expected to release Q1 financial results for the quarter
ended June 2, 2012, on June 28.

BusinessWeek recounts Mr. Heins, formerly a little known chief
operating officer at RIM, took over in January after RIM founder
Mike Lazaridis and longtime executive Jim Balsillie stepped down
as co-CEOs after the company lost tens of billions in market
value.

                     About Research In Motion

Waterloo, Ontario-based Research In Motion Limited (Nasdaq: RIMM;
TSX: RIM) -- http://www.rim.com/or http://www.blackberry.com/--
is the maker of BlackBerry(R) smartphones.  Founded in 1984, RIM
operates offices in North America, Europe, Asia Pacific and Latin
America.


RG STEEL: Has Until July 27 to Sell Steel Facilities
----------------------------------------------------
RG Steel, LLC, sought bankruptcy protection on Thursday and a day
later obtained interim approval of loans that would fund the
business pending a sale of the assets.

Sparrows Point, Maryland-based RG Steel and its wholly owned
subsidiaries, including WP Steel Venture LLC, announced that they
filed petitions under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 12-11661) on May 31, 2012.

RG Steel is the fourth largest flat-rolled steel company in the
U.S., with capacity to produce annually 8.2 million tons of steel.
The company has 4,000 full-time employees.

                      Liquidity Constraints

John Goodwin, CEO of RG Steel commented in a statement, "Despite
the Company's aggressive cost reduction efforts, significant
improvements in its cost structure, and substantial investment
capital, the Company has been unable to overcome the impact of the
continued deterioration of the market and the inability of the
industry to sustain a meaningful recovery."

RG Steel was formed in March 2011 following the purchase of three
steel facilities located in Sparrows Point, Maryland; Wheeling,
West Virginia and Warren, Ohio, from entities related to Severstal
US Holdings LLC.

Richard D. Caruso, the CFO, explains in a court filing that after
the Debtors restarted the previously idled Sparrows Point steel
facility, they discovered a dramatic shortfall in the amount of
working capital that was delivered by Severstal upon closing.  The
capital shortfall has exacerbated the company's liquidity
problems.  RG Steel has asserted a claim for $82 million against
Severstal.

The Company also blames the liquidity shortfall on steel prices
and sales volumes being significantly below forecasted levels.  In
mid-2011, the Debtors saw a rapid decline in steel prices, while
raw materials prices remained at peak levels.

In early 2012, the Debtors obtained new junior secured financing
to provide incremental liquidity but the debt has been
insufficient to bridge the gap.  In addition, the Company has
begun to receive notices of default from various vendors,
including utility providers, and equipment suppliers.

Mountain State Carbon, LLC, and a Severstal affiliate filed a
lawsuit in Circuit Court of Brooke County, West Virginia, to
prevent the shipment of coke used in the steel production process
to debtor RG Steel Wheeling LLC or any of its affiliates on
account of a default under the supply agreement.  On May 22, 2012,
an order was entered which purports to restrict the shipment of
coke to the Debtors.

RG Warren is currently arbitrating claims and counterclaims by and
against Cliffs Sales Company, one of the key suppliers of iron
ore.

After a thorough analysis of the Company's liquidity position and
extensive consideration of available alternatives, the Company
after consultation with its advisors, concluded that a voluntary
Chapter 11 filing provided the most prudent and effective means of
maximizing the value of its core business.

                  Prepetition Capital Structure

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.

The Debtors owe (i) $440 million, including $16.9 million in
outstanding letters of credit, to senior lenders led by Wells
Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7
million to junior lenders, led by Cerberus Business Finance, LLC,
as agent, (iii) $130.5 million on account of a subordinated
promissory note issued by majority owner The Renco Group, Inc.,
and (iv) $100 million on a secured promissory note issued by
Severstal.

                  First Day Motions Approved

In conjunction with the Chapter 11 filing, the Company filed a
number of first day motions that will allow it to transition into
a bankruptcy process in an orderly manner.

On June 1, bankruptcy judge entered interim orders approving the
hiring of a CRO, access to DIP financing, and payment of critical
vendors.  The judge also authorized the Debtors to make wage and
salary payments and continue other employee-related programs.

The Company said that any joint venture in which the Company has
an interest will continue to conduct business as usual and will
not be subject to the Company's bankruptcy case.

The Company has retained Willkie Farr & Gallagher LLP as its legal
advisor, Conway MacKenzie, Inc. as its financial advisor and The
Seaport Group as its lead investment banker.  Kurtzman Carson
Consultants LLC is the claims and notice agent

                  No Stalking Horse Bidder So Far

"By voluntarily filing for Chapter 11, we will have the
opportunity to use the court-supervised process to implement an
orderly asset preservation plan and explore other options,
including soliciting offers to purchase all or certain of the
Company's assets.  We have already begun a sales process aimed at
maximizing value for all stakeholders and preserving the jobs
created when RG Steel acquired these facilities" Mr. Goodwin
stated.

The Debtors say they have been actively engaged in talks with
potential purchasers of various assets.  Though the sale process
is nascent, the interest expressed thus far has left no doubt that
the Company's primary assets -- those assets that comprise the
steelmaking operations -- are most attractive to potential
purchasers as a going concern.

The Debtors nonetheless have not yet selected a stalking-horse
bidder for the assets.

Existing lenders led by Wells Fargo have agreed to provide
postpetition financing of up to $50 million and the removal of
$21 million of reserves imposed on the Debtors to provide the
Debtors with funding for operations pending the sale.  The Debtors
held no unrestricted cash on the day immediately prior to the
bankruptcy filing.

A hearing to consider final approval of the DIP financing is
scheduled for June 21, 2012 at 11:00 a.m.  Objections are due
June 14, 2012.

The DIP agreement requires the Debtors to retain a chief
restructuring officer.  The Debtors have retained Donald MacKenzie
of Conway MacKenzie, Inc., as CRO.

The DIP agreement also contains various sale process milestones
and deadlines with which the Debtors must comply.  The Debtors
are required to consummate a sale of their assets no later than
July 27, 2012.  The Debtors are required to obtain court approval
of the auction rules by June 19, and approval of the sale to the
winning bidder by July 17.  The Debtors say the sale process must
move on an expedited basis to avoid a "fire sale" liquidation.

The DIP agreement has a stated maturity date of Aug. 14, 2012.

                         About RG Steel

RG Steel, LLC -- http://www.rg-steel.com/-- is the nation's
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons. Its steelmaking facilities are
located in Sparrows Point, Md.; Warren, Ohio, and Wheeling, W.
Va., and additional finishing facilities are in Yorkville and
Martins Ferry, Ohio.  In addition, RG Steel owns Wheeling
Corrugating Company and has a 50% ownership in Mountain State
Carbon and Ohio Coatings Company.


RG STEEL: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------
Lead
Debtor: WP Steel Venture LLC
        aka WP Steel Venture Corporation
        1430 Sparrows Point Boulevard
        Sparrow Point, MD 21219

Bankruptcy Case No.: 12-11661

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                                Case No.
     ------                                --------
     RG Steel, LLC                         12-11662
     Metal Centers LLC                     12-11663
     RG Steel Wheeling, LLC                12-11664
     RG Steel Warren, LLC                  12-11666
     RG Steel Railroad Holding, LLC        12-11667
     RG Steel Sparrows Point, LLC          12-11668
     RG Steel Wheeling Steel Group, LLC    12-11669

Type of Business: RG Steel, LLC, is the nation's fourth-largest
                  flat-rolled steel producer with annual
                  steelmaking capacity of 7.5 million tons. Its
                  steelmaking facilities are located in Sparrows
                  Point, Md.; Warren, Ohio, and Wheeling, W. Va.,
                  and additional finishing facilities are in
                  Yorkville and Martins Ferry, Ohio.  In addition,
                  RG Steel owns Wheeling Corrugating Company and
                  has a 50-percent ownership in Mountain State
                  Carbon and Ohio Coatings Company.

                  Web site: http://www.rg-steel.com/

Chapter 11 Petition Date: May 31, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors'
Counsel:    Robert J. Dehney, Esq.
            MORRIS, NICHOLS, ARSHT & TUNNELL
            1201 N. Market Street
            P O. Box 1347
            Wilmington, DE 19899-1347
            Tel: (302) 658-9200
            Fax : (302) 658-3989
            E-mail: rdehney@mnat.com

Debtors'
Legal
Advisor:    WILLKIE FARR & GALLAGHER LLP
            1201 North Market Street
            P.O. Box 1347
            Wilmington, Delaware 19899-134

Debtors'
Financial
Advisor:    CONWAY MACKENZIE, INC.
            360 Madison Avenue
            22nd Floor
            New York, New York 10017

Debtors'
Investment
Advisors:   SEA PORT GROUP SECURITIES, LLC
            360 Madison Avenue
            22nd Floor
            New York, New York 10017

Debtors'
Claims and
Noticing
Agent:      KURTZMAN CARSON CONSULTANTS, LLC
            2335 Alaska Ave
            El Segundo, CA 90245
            Tel: 310-823-9000
            Fax : 310-751-1549
            E-mail: ECFpleadings@kccllc.com

Estimated Assets: More than $1 billion

Estimated Debts:  More than $1 billion

The petitions were signed by V. John Goodwin, chief executive
officer.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Severstal U.S. Holdings II, Inc.   Seller Notes/      $36,539,659
14661 Rotunda Drive                Trade Debt
Dearborn, MI 48120
Tel: (313) 317-6788
Fax: (313) 583-0273

Mountain State Carbon LLC          Trade Debt         $22,414,936
1851 Main St.
Follansbee, WV 26037
Tel: (740) 283-5624
Fax: (740) 283-5635

Balli Steel PLC                    Trade Debt         $15,767,692
5 Stanhope Gate
London, W1K 1AH England
Tel: 020-7306-2000
Fax: 020-7491-9000

Cleveland Cliffs                   Trade Debt         $10,857,000
1100 Superior Ave.
Cleveland, OH 44114-2589
Tel: (216) 694-5420
Fax: (216) 694-5385

Tube City IMS LLC                  Trade Debt         $10,022,051
1155 Business Center Dr.
Horsham, PA 19044
Tel: (215) 956-5406
Fax: (215) 956-5567

Phoenix Services, LLC              Trade Debt          $9,743,162
P.O. Box 659
Unionville, PA 19375
Tel: (410) 388-4050
Fax: (410) 388-4187

Baltimore County                   Trade Debt          $4,513,800
111 West Chesapeake Ave.
Towson, MD 21204
Tel: (410) 887-3620
Fax: (410) 887-8081

Steelworkers Health and            Trade Debt          $4,334,317
Welfare Fund
P.O. Box 903
Johnstown, PA 15907
Tel: (412) 201-2242
Fax: (412) 201-2250

Ohio Dept. of Taxation             Trade Debt          $3,902,348
Office of Chief Counsel-
Tax Appeals
30 E. Broad St., 23rd Fl.
Columbus, OH 43215
Tel: (614) 466-6750
Fax: (614) 466-7979

Norfolk Southern                   Trade Debt          $3,278,303
110 Franklin Rd.
Raonoke, VA 24042-0044
Tel: (540) 981-5449
Fax: (540) 981-5460

Ohio Edison Co.                    Trade Debt          $3,205,109
P.O. Box 3637
Akron, OH 44309
Tel: (800) 736-3402
Fax: (330) 384-3866

Air Products & Chemicals Inc.      Trade Debt          $2,915,964
7201 Hamilton Blvd.
Allentown, PA 18195-1501
Tel: (410) 477-2882 (ext. 12)
Fax: (410) 477-1285

Siemens Industry Inc.              Trade Debt          $2,808,051
2901 Industrial Blvd.
Bethel Park, PA 15102
Tel: (412) 851-6700
Fax: (421) 851-6766

Kinder Morgan                      Trade Debt          $2,561,396
Chesapeake Bulk Stevedores
Km Bulk Terminals Inc.
1575 Sparrows Point Blvd.
Baltimore, MD 21219-1029
Tel: (410) 388-4251
Cell: (215) 260-8652

AMG Resources Corp.                Trade Debt          $2,500,000
P.O. Box 125
Fort Howard, MD 21052-0125
Tel: (410) 388-1004
Fax: (410) 477-0828

Delta Energy LLC                   Trade Debt          $2,275,593
5555 Perimeter Dr.
Dublin, OH 43017
Tel: (614) 339-2700
Fax: (614) 339-2620

Mobile Dredging & Pumping Co.      Trade Debt          $2,134,473
3100 Bethel Rd.
Chester, PA 19013
Tel: (610) 497-9500
Fax: (610) 497-9708

North American Refractories Co.     Trade Debt         $2,049,915
1001 Pgh-McKeesport Blvd.
West Mifflin, PA 15122
Tel: (412) 469-6113
Fax: (412) 469-3889

City of Baltimore
Department of Bureau of Treasury    Trade Debt         $1,992,345
Management
200 Holiday St., Suite 3
Baltimore, MD 21202-3683
Tel: (410) 396-4751

Baltimore Gas and Electric          Trade Debt         $1,956,641
P.O. Box 1475
Baltimore, MD 21203
Tel: (410) 234-5000

DTE Sparrows Point LLC              Trade Debt          $1,949,425
414 South Main St., Suite 600
Ann Arbor, MI 48104
Tel: (734) 302-4867
Fax: (734) 302-8242

Dominion Retail Inc.                Trade Debt          $1,913,343
120 Tredegar Street
Richmond, VA 23219
Tel: (804) 819-2000
Fax: (804) 819-2214

Vesuvius USA Corp.                  Trade Debt          $1,910,508
1404 Newton Dr.
Champaign, IL 61822
Tel: (217) 351-5000
Fax: (217) 351-5031

National Material Trading Co.       Trade Debt          $1,807,446
1965 Pratt Blvd.
Elk Grove Village, IL 60007
Tel: (847) 806-2824
Fax: (847) 806-2953

Linde Inc.                          Trade Debt          $1,748,873
575 Mountain Ave.
Murray Hill, NJ 07974-2097
Tel: (908) 236-1234
Fax: (908) 236-1627

Praxair Inc.                        Trade Debt          $1,689,715
300 E. Great Lakes St.
River Rouge, MI 48218-2606
Tel: (716) 879-7993
Fax: (313) 849-4330

Votorantim US Inc.                  Trade Debt          $1,659,978
6020 Navigation Blvd.
Houston, TX 77011-1132
Tel: (713) 926-1705
Fax: (713) 923-1783

Minteq International, Inc.          Trade Debt          $1,657,925
395 Grove City Rd.
Slippery Rock, PA 16057
Tel: (219) 406-9541
Fax: (219) 659-1850

Harsco Metals Americas              Trade Debt          $1,654,506
8050 Rowan Rd. Suite 16066
Cranberry Township, PA 16066
Tel: (773) 731-9418
Fax: (724) 741-6672

ESM Group Inc.                      Trade Debt          $1,634,902
University Corporate Centre
300 Corporate Parkway
Suite 118n
Amherst, NY 14226-1207
Tel: (724) 898-1541
Fax: (716) 446-8911


REOSTAR ENERGY: Court Approves Plan Outline But Raises Issues
-------------------------------------------------------------
Bankruptcy Judge Dennis Michael Lynn approved the Third Amended
Disclosure Statement filed in connection with the Third Amended
Joint Plan of Reorganization filed by Reostar Energy Corporation
and its debtor-affiliates, and Russco Energy LLC, their co-Plan
proponent, over the objections of:

     * BT and MK Energy and Commodities, LLC;

     * Elizabeth Kay Inglish Aldridge, individually and as the
       independent co-executrix of the estate of William Bailey
       Inglish, deceased;

     * Ann Inglish Knight, individually and as the independent
       co-executrix of William Bailey Inglish, deceased; and

     * Norma Ann Inglish Knight, individually; and

     * David Dodson, individually and on behalf of his brother,
       sister and aunt.

BTMK is the Debtors' principal secured creditor.  Inglish and
Dodson are each parties to mineral leases claimed by the Debtors
as estate property; Inglish and Dodson take the position that some
of those leases have terminated, and Inglish asserts an
administrative expense claim against the Debtors.

The Objecting Parties say the Disclosure Statement lacks adequate
information.  They also contend the Plan is unconfirmable.

In its ruling, the Court directed the Plan Proponents to revise
the Disclosure Statement to add certain information.

The Court also noted there are several questions it considers key
to the confirmability of the Plan:

     * Does the Plan comply with 11 U.S.C. Sec. 1129(a)(11)
       -- i.e., is it feasible?

     * Does the Plan's proposed use of the $2,160,000 bond posted
       by Russco in the registry of the court conflict with the
       uses intended for that bond at the time of its posting --
       i.e., will BTMK be entitled to draw on the bond?

     * Is the Plan's separate classification of any deficiency
       claim of BTMK violative of the Code such that the Plan does
       not satisfy the text of Sec. 1129(a)(1) or that the Plan
       would be otherwise unconfirmable?

     * Was the Plan filed in good faith as required by Sec.
       1129(a)(3)?

The Court also noted the Plan's exculpation of the Debtors' and
Russco's principals, professionals, and employees may be in
conflict with In re Pacific Lumber Co., 584 F.3d 229, 252-53 (5th
Cir. 2009).  The Court added the exculpation, however, can be
easily eliminated or modified at confirmation or by the
confirmation order to conform to Pacific Lumber.

The Court directed the Debtors, Russco, BTMK, Inglish, and Dodson
to obtain a setting at a mutually satisfactory time prior to June
14, or after July 8, but not later than July 31, at which time the
Court will consider the issues for purposes of Plan confirmation.

BTMK has filed a competing plan. The Court has not considered the
disclosure statement that would accompany that plan.  The Court
said it will defer any consideration of BTMK's plan or disclosure
statement until after the hearing on the issues raised.  Depending
on the Court's determination of the issues and the Court's
assessment of the probability that the Plan will be confirmed, the
Court, at the hearing, will determine how to proceed with BTMK's
plan.

A copy of the Court's May 30, 2012 Memorandum Order is available
at http://is.gd/mkRrYmfrom Leagle.com.

                       About ReoStar Energy

Fort Worth, Texas-based ReoStar Energy Corporation is engaged in
the exploration, development and acquisition of oil and gas
properties, primarily located in the state of Texas.  The Company
owns roughly 9,000 acres of leasehold, which include 5,000 acres
of exploratory and developmental prospects as well as 4,000 acres
of enhanced oil recovery prospects.  ReoStar filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Case No. 10-47176) on
Nov. 1, 2010.

Bankruptcy Judge D. Michael Lynn presides over the case.  Bruce W.
Akerly, Esq., and Arthur A. Stewart, Esq., at Cantey Hanger LLP,
in Dallas, represent the Debtors in their restructuring efforts.
Greenberg Taurig, LLP, serves as special corporate/securities
counsel.  Reostar Energy disclosed $15.3 million in assets and
$16.4 million in liabilities.

ReoStar Energy's bankruptcy case is jointly administered with
ReoStar Gathering, Inc., ReoStar Leasing, Inc., and ReoStar
Operating, Inc.  ReoStar Energy is the lead case.

No trustee was appointed in the Debtors' cases.  On Jan. 10, 2011,
Michael McConnell was appointed as Chapter 11 examiner.

ReoStar filed for bankruptcy a few weeks after BT and MK Energy
and Commodities LLC, a Delaware Limited Liability Corporation
comprised of two members, BancTrust International, Inc., and MK
Oil Ventures LLC, accelerated a Union Bank note and issued a
foreclosure notice.  BTMK acquired full interest in ReoStar's $25
million line of credit from Union Bank.  Earlier in 2010, BT and
MK Capital expressed interested in investing in ReoStar and in
acquiring the line of credit for that purpose.  Roughly
$10.8 million of the Union Bank loan were then outstanding, and
Union Bank assigned the loan to BTMK for roughly $5.4 million.


ROBERT MCALLISTER: Pleads Guilty of Conspiracy to Commit Fraud
--------------------------------------------------------------
Howard Pankratz at The Denver Post reported attorney Robert T.
McAllister pleaded guilty late in May to two counts of conspiracy
to commit financial fraud and one count of bankruptcy fraud in
U.S. District Court in Denver.

According to the report, Mr. McAllister admitted that from 2006 to
2011 he and others conspired to obtain wire transfers totaling
more than $1 million in a scheme to obtain funds that were subject
to a temporary restraining order.  The order was entered by U.S.
District Judge Stephen N. Limbaugh for the Eastern District of
Missouri.

The report noted federal prosecutors said that Mr. McAllister
embezzled funds from a client that he had agreed to hold in trust
in an interest bearing account.  He transferred the stolen funds
into accounts he and another conspirator controlled and into an
account belonging to a title company.  Prosecutors said that to
cover up the fact that he had embezzled client funds, Mr.
McAllister prepared a series of phony bank statements to give the
impression the clients' money was safe and earning interest.

The report notes Mr. McAllister's sentencing is scheduled for
Sept. 14.  He faces a maximum penalty of 20 years in federal
prison and a fine of up to $250,000 on each count of conspiracy
and a maximum penalty of five years and fine of up to $250,000 on
the bankruptcy fraud count.

Robert McAllister filed for Chapter 11 protection (Bankr. D. Colo.
Case No. 11-15009) on March 14, 2011.


SAINT VINCENTS: Court Approves Deal on Allocation of Sale Proceeds
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a settlement stipulation and agreement relating to the
allocation of the net proceeds of the sale of Saint Vincents
Catholic Medical Centers of New York, et al.'s Westchester
behavioral health hospital and certain other related behavioral
health assets.

As reported in the Troubled Company Reporter on May 24, 2012, the
stipulation was entered among the Debtors, the Official Committee
of Unsecured Creditors, Sun Life Assurance Company of Canada, and
The Med Mal Trust Monitor, as monitor for certain medical
malpractice trusts.

The Debtors related that in the fall of 2010, the Debtors sold
their Behavioral Health Assets, including St. Vincents
Westchester, to St. Joseph's Medical Center.  Since the closing,
the Debtors have held the proceeds of the sale -- consisting of
$18 million in cash and a $6 million note -- in escrow, subject to
the competing claims of the estates and several secured creditors.
After months of negotiation and a Court-ordered mediation, the
Debtors, the Committee and the remaining secured creditors, Sun
Life and the Med Mal Monitor, have agreed to an allocation of the
sale proceeds and treatment of the competing claims to the sale
proceeds.

The salient terms of the Settlement Agreement are:

   -- The Sun Life Westchester Secured Claim will be compromised
      and allowed in the amount of $11.37 million, payable in cash
      from the Escrow within 10 days of the effective date of the
      Settlement Agreement (without interest);

   -- Sun Life will waive and release all other claims it may hold
      against the Debtors' estates, including any unsecured
      deficiency and adequate protection claims;

   -- The Med Mal Trusts will receive no distribution on account
      of their secured interest in the Westchester Real Property;
      and

   -- The Debtors' estates will retain the balance of the Net Sale
      Proceeds, i.e., the Note and the cash remaining in the
      Escrow after payment of the $11.37 million to Sun Life.

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

                       About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


SAN MARCO CENTER: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: San Marco Center, LLC
        8145 N Wickham Road
        Viera, FL 32940

Bankruptcy Case No.: 12-07346

Chapter 11 Petition Date: May 30, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: R Scott Shuker, Esq.
                  LATHAM SHUKER EDEN & BEAUDINE LLP
                  P.O. Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bankruptcynotice@lseblaw.com

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

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

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flmb12-07346.pdf

The petition was signed by Holly Wesche, Mbr/Manager.


SAVTIRA CORP: Owes $1 Million for Unpaid Wages
----------------------------------------------
Margie Manning at Tampa Bay Business Journal reports Savtira Corp.
disclosed claims totaling $1.056 million owed to 67 employees,
including Tim Roberts, chief executive officer, for unpaid wages,
salaries and commissions.

According to the report, Savtira also disclosed owing:

     -- Richert Funding LLC in Windermere, just under $2 million;
        about $1.5 million of which is secured by accounts
        receivables;

     -- Data Sales in Burnsville, Minn., $1.024 million under
        an equipment lease;

     -- Three Mates LLC in Clearwater $750,000 on a promissory
        note;

     -- Oakwood Systems Group Inc. in St. Louis, Mo., $515,000
        on a contract;

     -- CEO Roberts $131,253 for unpaid wages; and

     -- Terrance Taylor, treasurer, $94,852 for unpaid wages.

The report notes only the first $11,725 of each person's wage
claim is entitled to priority treatment.  That reduces the amount
of unpaid wages entitled to priority treatment to about $568,000.

According to the report, the Company, in a separate filing,
disclosed dozens of equity shareholders.  Mr. Roberts also was the
largest shareholder, with 26,330 shares, or 32.3% of the 81,396
shares outstanding.

The report also notes David Steen, the Company's bankruptcy
attorney, sought a two-day extension, until May 26, to file the
remaining required statements and schedules.

                           About Savtira

Based in Tampa, Florida, Savtira Corp. -- http://www.savtira.com/
-- engages in the business of digital distribution with a
software-as-a-service (SaaS) e-commerce platform that is a turnkey
system for the distribution, marketing, merchandising, and selling
of both digital media and physical goods in a single store and a
single, unified shopping cart.

Savtira Corporation, aka Savtira Corporation of Delaware, filed
for Chapter 11 protection on April 27, 2012 (Bankr. M.D. Fla. Case
No. 12-06471).  Judge Catherine Peek McEwen presides over the
case.  Vincent B. Lynch, Esq., at Vincent Lynch, PA, represents
the Debtor.  The Debtor estimated assets of between $1 million and
$10 million and debt of between $10 million and $50 million.


SBMC HEALTHCARE: Has Court OK to Hire Gerald A. Teel as Appraiser
-----------------------------------------------------------------
SBMC Healthcare, LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ The
Gerald A. Teel Company, Inc., to appraise the land and facilities
of the Debtor for potential sale of the property and facilities.

The Debtor owns 22 acres of real property on which is located 3
buildings and a hospital.  The 22 acre real property and
improvements thereon, including a hospital facility, are the most
valuable assets of the Debtor and Debtor needs to have the present
value of the real property assessed.  "It is the value and use of
this property that is going to be in question both with respect to
lien and reorganization issues," the Debtor said.

Gerald A. Teel is charging a flat fee of $15,000 for rendering the
appraisal, $7,500 of which is due at the time of appointment and
the remainder due upon completion of the appraisal.

To the best of the Debtor's knowledge, Gerald A. Teel is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  In its schedules, the Debtor disclosed $40,149,593 in
total assets and $8,684,550 in total liabilities.  Marilee A.
Madan, P.C., is the Debtor's general bankruptcy counsel.  Millard
A. Johnson, Esq., at Johnson Deluca Kennedy & Kurisky, P.C.,
serves as the Debtor's special bankruptcy counsel.  Judge Jeff
Bohm presides over the case.

According to Chron.com, the Spring Branch Medical Center closed in
2010 after more than 50 years in operation.  The property was
later purchased by McVey & Co. and was scheduled to reopen as an
acute care facility in spring of 2011.


SEARCHMEDIA HOLDINGS: Settles with Deutsche Bank and Nan Fung
-------------------------------------------------------------
SearchMedia Holdings Limited reached a final settlement agreement
of the arbitration between the Company and its predecessor
shareholders.

As disclosed in previous announcements, final settlements had been
reached with China Seed Ventures, LP, Qinying Liu and Le Yang, and
a conditional settlement had been reached with Deutsche Bank AG
Hong Kong Branch, while an arbitration claim had been continuing
against Sun Hing Associates Ltd. and Vervain Equity Investments
Limited.  SearchMedia has now reached final settlements with both
Deutsche Bank and the Nan Fung Group and the arbitration
proceeding will be dismissed.  In addition, SearchMedia previously
reached a final agreement with Linden Ventures II BVI Ltd., a pre-
merger investor, in which SearchMedia repurchased all of their
outstanding shares.

Following the definitive settlements, an aggregate of 2,471,968
shares have been repurchased by the Company at an average price
per share of $0.25, (ii) 2,029,700 shares will be surrendered and
cancelled without consideration, and (iii) 1,624,993 warrants will
be surrendered and cancelled without consideration.  Following the
retiring of all of the shares, the Company's basic shares
outstanding will be reduced to 18.2 million, including 1.8 million
shares recently issued or to be issued to subsidiaries of the
Company as part of resolving earnout obligations.  As part of the
final settlement, the Nan Fung Group will retain all of their
shares and agreed to make an investment in the Company's next
capital raise subject to certain conditions.

The Nan Fung Group is a privately held group of companies and
business interests controlled by Mr. Chen Din Hwa that carries on
business under the trade name of "Nan Fung", which is principally
engaged in the business of property development, property
investment, construction, property management, investment and
financing.

                    P. Chan Named Interim CFO

Searchmedia appointed Peter Chan as its Interim Chief Financial
Officer.  Mr. Chan brings to SearchMedia over fifteen years of
auditing and financial management experience.  Previous to
SearchMedia, Mr. Chan held various positions for eight years with
Cargill Investments Ltd., including most recently as North China
Regional Controller for Cargill Animal Nutritions, where Mr. Chan
supervised a staff of 80 finance professionals.  Mr. Chan has
extensive experience in financial oversight with US and local
GAAP, implementing operational efficiencies, risk management and
corporate acquisitions.  Mr. Chan is a U.K. Chartered Accountant
and possesses an undergraduate degree from the University of
Manchester.  Mr. Chan replaces Wilfred Chow as Chief Financial
Officer effective immediately.  Mr. Chow left SearchMedia to
pursue other business interests.

Mr. Peter Tan, Chief Executive Officer of SearchMedia, commented,
"We are happy to reach this final settlement of the arbitration
and we are pleased by Nan Fung's interest in providing additional
financing to us in the future.  The final settlement resolves a
long standing historical issue, which will also allow us to
eliminate a significant amount of legal expense going forward.  We
are also excited to add Peter Chan to our senior management team
and I believe Peter will be a great factor in the Company's growth
initiatives this year.  On behalf of the Company's management and
Board of Directors, I would also like to thank Wilfred Chow for
his contribution to SearchMedia over the last two years."

                         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.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million 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.


SHIELDS NURSING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Shields Nursing Centers, Inc., a Corporation
        606 Alfred Nobel Drive
        Hercules, CA 94547

Bankruptcy Case No.: 12-44638

Chapter 11 Petition Date: May 30, 2012

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: William J. Lafferty

Debtor's Counsel: David M. Sternberg, Esq.
                  DAVID M. STERNBERG AND ASSOCIATES
                  540 Lennon Ln.
                  Walnut Creek, CA 94598
                  Tel: (925) 946-1400
                  E-mail: DMSLaw@ix.netcom.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/canb12-44638.pdf

The petition was signed by William M. Shields, CEO.


SIRIUS XM: Moody's Changes Outlook to Positive, Retains 'B2' CFR
----------------------------------------------------------------
Moody's Investors Service changed Sirius XM Radio Inc.'s rating
outlook to positive from stable and affirmed the company's
existing ratings including its B2 Corporate Family Rating (CFR),
B1 Probability of Default Rating (PDR), debt instrument ratings,
and SGL -- 2 Speculative Grade Liquidity (SGL) rating. The outlook
change reflects the growing subscriber base as well as the
improved operating performance and credit metrics. Loss given
default point estimates were updated to reflect the current debt
mix.

Affirmed:

  Issuer: Sirius XM Radio Inc.

  Corporate Family Rating: Affirmed B2

  Probability of Default Rating: Affirmed B1

  .9.75% Sr Secured Notes due 2015 ($224 million outstanding):
   Affirmed Ba2, LGD2 -- 10%

  .8.75% Sr Notes due 2015 ($800 million outstanding): Affirmed
  B2 (point estimates updated to LGD4 -- 63% from LGD4 -- 64%)

  .7.625% Sr Notes due 2018 ($700 million outstanding): Affirmed
  B2 (point estimates updated to LGD4 -- 63% from LGD4 -- 64%)

  .13% Sr Notes due 2013 ($744 million outstanding): Affirmed B2
  (point estimates updated to LGD4 -- 63% from LGD4 -- 64%)

  Speculative Grade Liquidity (SGL) Rating: SGL -- 2

Outlook Actions:

    Outlook, Changed to Positive from Stable

Summary Rating Rationale

Sirius' B2 corporate family rating reflects the company's
moderately high leverage of 4.4x debt-to-EBITDA as of March 31,
2012 (including Moody's standard adjustments), which should
improve to less than 4.0x by FYE2012 due to EBITDA growth in
combination with debt repayments. Based on Moody's forecasts
incorporating management's recently raised guidance for subscriber
growth in 2012, Moody's expects free cash flow will increase to
more than $550 million in 2012 (greater than 15% of debt balances)
driven by net subscriber additions as the economy and automotive
sales recover accompanied by reduced capital spending in the years
leading up to the next satellite launch cycle. Subscribers are
expected to increase to 23.4 million by the end of 2012 compared
to 18.8 million at year end 2009 despite high churn in the
subscriber base and increasing competition from advertising
supported internet radio services (Pandora) and programs
(iHeartRadio, Spotify) delivered on hand held devices and
automotive OEM-factory installed peripheral equipment. The absence
of significant capital spending on satellite construction boosts
free cash flow generation in 2012 compared to 2009 and 2010, and
Moody's expects capital spending to remain at reduced levels
through the end of 2015. Sirius competes for consumers against a
variety of entertainment options, many of which are free, and
sustaining the subscriber base requires significant investments in
programming and marketing. The 2008 merger of Sirius Satellite
Radio Inc. and XM Satellite Radio Inc. rationalized these
investments as programming contracts were renegotiated without the
competitive pressure of one company bidding against the other.
Moody's believes most of the initial gains related to lower
programming expense have been realized.

Satellite-based service providers have significant and lumpy
capital outlays to replace satellites once their useful lives end.
Although Sirius' debt-to-EBITDA leverage is moderately high, cash
balances have accumulated to over $730 million, and Moody's
believes the company is positioned to further reduce debt balances
and refinance 2013 debt maturities at lower rates. Moody's expects
heightened competition from advertising supported services and
from much lower cost Internet radio offerings; however, Sirius'
ability to generate good free cash flow provides for continued
debt reduction. Moody's believes Sirius needs to reduce leverage
from current levels to provide financial cushion for the eventual
funding of the next cycle of satellite replacements as well as to
continue investing in programming, marketing, and introducing new
services to maintain its market share against heightened
competition.

The positive outlook incorporates Moody's view that Sirius will
achieve its revenue and EBITDA plan for 2012 resulting in leverage
and free cash flow ratios improving to levels that are consistent
with a higher rating and in line with management's 3.0x target for
debt-to-EBITDA ratios (company defined, or an estimated 3.5x
including Moody's standard adjustments), all of which position the
company to fund the next cycle of significant expenditures related
to construction and launching replacement satellites beginning as
early as 2016. Given that Sirius equipment is installed in the
majority of new automobiles being sold in the U.S., more new
vehicles enhance the potential subscriber base. Under the base
case scenario of Moody's analysts, annual sales of new light
vehicles are expected to increase to 14 million units in 2012,
representing an increase of 9.3% over 2011 levels, followed by an
incremental increase in vehicle sales to an estimated at 14.5
million units in 2013. Longer term, Moody's believes there will be
heightened competition from ad supported media services providing
attractive offerings at relatively little monetary cost to the
consumer versus Sirius' product offerings which are subscription
based. The outlook also incorporates management being proactive in
addressing 2013 debt maturities and maintaining good liquidity,
even factoring in the potential repayment of the secured 9.75%
notes ($244 million outstanding) in the second half of 2012 and
the potential for dividends as the company approaches its debt-to-
EBITDA targets. The outlook does not incorporate leveraging
transactions or significant shareholder distributions that would
negatively impact debt-to-EBITDA ratios or liquidity.

A downgrade of ratings is not likely given the positive outlook;
however, ratings could be downgraded if free cash flow generation
falls below expectations as a result of subscriber losses due to a
potentially weak economy or migration to competing media services,
functional problems with satellite operations, or unplanned
capital investments. A weakening of Sirius' liquidity position as
a result of dividends, share repurchases, or a significant
acquisition as well as the inability to access capital markets or
generate sufficient cash flow to proactively address 2013 debt
maturities could also lead to a downgrade. Moody's would consider
an upgrade of ratings upon disclosure or completion of the
company's eventual corporate structure including a controlling
position by its largest shareholder, Liberty Media, or a potential
tax free spin-off. Moody's would also need confirmation that
liquidity will remain good and the company's debt profile will be
in line with management's 3.0x leverage target after taking into
account potential shareholder distributions. Event risk related to
developments in the final ownership structure creates uncertainty.
Accordingly, Moody's needs to be assured that changes in the
corporate structure will not adversely impact the company's
operating strategy, credit metrics, or financial policies.
Management would also need to provide assurances that operating
and financial policies will be consistent with the higher rating
including a commitment to balance the interest of debt holders
with shareholder returns.

Recent Events/Other

In the fiscal quarter ended March 31, 2012, Sirius reduced debt
balances by $67 million (face value) with the purchase of $32.6
million of the 9.75% notes due 2015 and the purchase of $34.3
million of 13% notes due 2013. Liberty Media Corporation (B1 CFR)
holds preferred stock that is convertible into approximately 40%
of common shares of Sirius as a result of $530 million in loan
commitments made in 2009 which were subsequently repaid or
extinguished. As anticipated, with the passage of the 3-year
anniversary since the preferred stock transaction, Liberty Media
Corporation entered into agreements that would increase its
ownership of Sirius to 46.2%. Although uncertain, Moody's believes
Liberty Media is likely to increase its position further to reach
at least 50% ownership interest and potentially add to its board
seat representation with the intent of being deemed by the FCC as
having control of Sirius XM prior to executing a widely
anticipated tax free spin off of Sirius XM.

As of March 31, 2012, Liberty also owned an aggregate $337 million
of notes (face value) issued by Sirius across several issues;
these debt holdings are unchanged from the prior year. At year end
2011, Sirius had approximately $7.8 billion of NOL's available to
offset future taxable income compared to $8.1 billion at the end
of 2010. Moody's expects a continued reduction in the NOL balance
as they are used to shield taxable income.

Sirius XM Radio Inc. is headquartered in New York, NY and provides
satellite radio services in the United States and Canada. The
company offers a programming lineup of more than 135 channels of
commercial-free music, sports, news, talk, entertainment, traffic,
weather, and data services. Sirius also provides music channels
that offer genres ranging from rock, pop and hip-hop to country,
dance, jazz, Latin, and classical; sports channels; talk and
entertainment channels; comedy channels; national, international,
and financial news channels; and religious channels. Sirius XM is
publicly traded with Liberty Media Corporation recently increasing
its potential ownership interest to 46.2%. Sirius had 22.3 million
subscribers as of March 31, 2012 and generated revenue of $3.1
billion for the trailing 12 months ended March 31, 2012.

The principal methodology used in this rating was Global Broadcast
and Advertising Related published in May 2012.


SOLYNDRA LLC: Red Chalk OK'd as Intellectual Property Broker
------------------------------------------------------------
The U.S. Bankruptcy Court authorized Solyndra LLC, et al., to
employ Red Chalk Group, LLC, as intellectual property broker for
the purpose of marketing, selling and licensing the Debtor's
intellectual property rights.

As reported in the Troubled Company Reporter on May 4, 2012,
Red Chalk is expected to:

           i. contact prospective buyers, licensees, and licensing
              entities with the intent of generating an offer for
              purchase, license, transfer, and legal
              representation of all or any part of the IP;

          ii. will, upon acceptance of an offer that intends to
              provide future ongoing payments to the Debtor,
              oversee the licensing entity's licensing or
              assertion activities, and continue to act as the
              Debtor's agent to promote the Debtor's interests in
              any licensing or assertion activities by the
              licensing entity, involving the IP;

         iii. be responsible for its own costs related to
              performance of its obligations under the engagement
              agreement; and

          iv. will, upon the expiration or termination of the
              engagement agreement, promptly provide Debtor with
              the names of all parties contacted or solicited by
              Red Chalk for the IP, including the purchase price
              amounts set forth in any expressions of interests or
              bids received by Red Chalk with respect to the IP.

The Debtor will pay Red Chalk a transaction fee to market the IP
for sale and license.  Pursuant to the engagement agreement, the
transaction fee will be 18% of the Debtor's receipt of any cash
proceeds from an accepted offer that is approved by the Court,
including 18% of any future ongoing cash payments received by the
Debtors.  The engagement agreement terminates on the earlier of
(i) Oct. 31, 2012 or (ii) until the engagement agreement is
expressly terminated in writing by either party.  The term of the
engagement agreement may be extended for an additional six months
by mutual written agreement.

If the Debtor terminates the agreement before the expiration of
the term, and Red Chalk has otherwise timely performed all of its
obligations and fulfilled all of its responsibilities under the
engagement agreement, then Red Chalk will invoice Debtor an amount
equal to Red Chalk's time and reasonable expenses up to the
cancellation date for the services expended in pursuit of the
patent sale and license.  The cancellation payment will be paid by
Debtor within a period of 30 days after approval by the Court,
provided however, that the cancellation payment will in no event
exceed $25,000 in the aggregate.

John Koepke, founding partner of Red Chalk, 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 Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Solyndra LLC.  The Committee has tapped
Blank Rome LLP as counsel.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are Evergreen Solar and start-up Spectrawatt Inc., both of which
filed in August, and Stirling Energy Systems Inc., which filed for
Chapter 7 bankruptcy late in September.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.


SOUTH HARBOUR STATION: Files for Chapter 11 to Restructure Debts
----------------------------------------------------------------
The Greater Wilmington Business Journal reports South Harbour
Station LLC filed a Chapter 11 reorganization petition in the U.S.
Bankruptcy Court for the Eastern District of North Carolina in
an attempt to restructure liabilities.

According to the report, the three office buildings -- located at
4022 Old Bridge Road, 4128 Vanessa Drive and 4130 Vanessa Drive --
are home to number of retailers, including Monarch Mortgage and
the Ashley Davis Salon.  The report says the tenants of the retail
buildings will not be affected during the bankruptcy process.

The report relates the Company's member and manager, Edwin
Burnett, "estimates that funds will be available for distribution
to unsecured creditors."

The report adds the firm currently owes $14,851 to the Brunswick
County Tax Collector's Office, $6,107 to the Town of Oak Island
and $3,504 to Seaside Lawn.  Other creditors, including BB&T Bank,
the North Carolina Department of Revenue and the Internal Revenue
Service, were also listed; however, the amount each was owed was
not listed in the bankruptcy filing.

Based in Southport, North Carolina, South Harbour Station LLC owns
the South Harbour Station retail development.  The Company filed
for Chapter 11 protection (Bankr. E.D.N.C. Case No. 12-03832) on
May 21, 2012.  Judge Randy D. Doub presides over the case.  George
M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, represents the
Debtor.  The Debtor estimates both assets and debts of between
$1 million and $10 million.


SUFFOLK REGIONAL: Files List of 30 Largest Unsecured Creditors
--------------------------------------------------------------
Suffolk Regional Off-Track Betting Corporation filed with the U.S.
Bankruptcy Court for the Eastern District of New York a list of
creditors holding the 30 largest unsecured claims:

  Name of creditor            Nature of claim      Amount of Claim
  ----------------            ---------------      ---------------
New York State and           Contributions for
Local Retirement System      future retirement
110 State Street             benefits of current
Albany, NY 12244             employees; Article
                             78 Proceeding ?
                             award on appeal
                             2010 Incentive
                             Costs                      $3,336,619

New York Racing              Host track settlements,
Association, Inc.            including commissions
P.O. Box 90                  payable on racing
Jamaica, NY 11417            wagers; other statutory
                             commissions                $3,064,973

Yonkers Raceway              Host track settlements,
810 Central Avenue           including commissions
Yonkers, NY 10704            payable on racing wagers;
                             other statutory commissions;
                             Article 78 Proceeding -
                             stayed                     $2,799,585

McKenna Long and             Legal services               $795,764
Aldridge LLP

Monticello Raceway           Host track settlements,
                             including commissions
                             payable on racing wagers;
                             other statutory commissions  $673,594

Suffolk County               Statutory surcharge          $600,000

New York State               Employee Health
Department of Civil          Insurance Premiums
Service - Employee
Benefits Division                                         $536,603

Finger Lakes Racetrack       Host track settlements,
                             including commissions
                             payable on racing wagers;
                             other statutory commissions  $486,080

Stewart Avenue               Promissory note in
Associates LLC               consideration for branch
                             renovation; rent             $367,569

New York City                Statutory surcharge
New York City Law
Department                                                $257,628

Sportech, Inc.               Computational and
                             communication charges and
                             equipment rental             $202,873

New York State               Pari-mutuel tax on wagers
Department of Taxation
and Finance                                               $149,937

New York State               Statutory payment
Thoroughbred Breeders
and Development Fund                                      $133,245

Parx                         Host track settlements,
                             including commissions
                             payable on racing wagers     $104,557

Turfway Park                 Host track settlements,
                             including commissions
                             payable on racing wagers      $81,537

Long Island Power Authority  Utility services              $69,232

New York State Horse         Statutory payment
Breeding & Development
Fund                                                       $67,752

Teamsters Union Local 237    Employee benefits             $65,585

Tampa Bay Downs              Host track settlements,
                             including commissions
                             payable on racing wagers      $64,682

Daily Racing Form            Publications for re-sale      $62,269

Turf Paradise                Host track settlements,
                             including commissions
                             payable on racing wagers      $57,272

Hawthorne Race Course        Host track settlements,
                             including commissions
                             payable on racing wagers      $54,992

XpressBet, Inc.              Host track settlements,
(The Meadows)                including commissions
                             payable on racing wagers      $54,339

Beulah Park                  Host track settlements,
                             including commissions
                             payable on racing wagers      $53,533

Sunland Park                 Host track settlements,
                             including commissions
                             payable on racing wagers      $41,248

Los Angeles Turf Club        Host track settlements,
(Santa Anita)                including commissions
                             payable on racing wagers      $39,408

Roberts Communications, LLC  Communication services        $37,979

National Grid                Natural Gas Utility           $37,817

Thistledown Racetrack LLC    Host track settlements,
                             including commissions
                             payable on racing wagers      $36,556

Delta Downs Racetrack        Host track settlements,
                             including commissions
                             payable on racing wagers      $33,743

                       About Suffolk Regional

Suffolk Regional Off-Track Betting Corporation filed a Chapter 9
petition (Bankr. E.D.N.Y. Case No. 12-73029) on May 11, 2012, in
Central Islip, New York.  In its petition, the Debtor estimated
its assets and debts at $10 million to $50 million.  The petition
was signed by Jeffrey A. Casale, president and CEO.  Christopher
F. Graham, Esq., at McKenna Long & Aldridge LLP serves as the
Debtor's bankruptcy counsel.

Suffolk OTB is one of five separately governed off-track betting
corporations in the State of New York. Headquartered in Hauppauge,
Suffolk OTB operates six regular branches throughout the County of
Suffolk.  Suffolk OTB opened its first branch in April 1975, five
years after the New York Legislature authorized the creation of
the first OTB in New York City.  In addition to its regular
branches, Suffolk OTB has 19 Qwik Bet (machine betting) locations,
a tele-theater and a telephone account wagering operation.

On March 18, 2011, Suffolk OTB filed a voluntary petition for
relief under Chapter 9 (Case No. 11-42250-CEC).  The case was
dismissed in December 2011 following an objection by Churchill
Downs Incorporated.  The Debtor appealed the order although in May
2012 the parties agreed to voluntarily dismiss the appeal.

While the appeal was pending, the New York Legislature amended the
Racing Law to specifically authorize Suffolk OTB to be a debtor
under Chapter 9.

Accordingly, the Suffolk OTB filed a new Chapter 9 petition to
implement a debt-adjustment plan that includes attempting to
resolve claims, executing cost-cutting measures and reducing
expenses.


TECHNEST HOLDINGS: Files Post-Effective Amendment to Form S-1
-------------------------------------------------------------
AccelPath, Inc., formerly known as Technest Holdings, Inc., filed
with the U.S. Securities and Exchange Commission a post-effective
amendment no.1 to Form S-1 relating to the resale of up to
25,800,000 shares of the Company's common stock, par value $0.001
per share, by Southridge Partners II, LP, which are Put Shares
that the Company will put to Southridge pursuant to the Equity
Purchase Agreement.

The Equity Purchase Agreement with Southridge provides that
Southridge is committed to purchase up to $5 million of the
Company's common stock.  The Company may draw on the facility from
time to time, as and when the Company determines appropriate in
accordance with the terms and conditions of the Equity Purchase
Agreement.

The Company will not receive any proceeds from the sale of these
shares of common stock offered by Selling Security Holder.
However, the Company will receive proceeds from the sale of the
Company's Put Shares under the Equity Purchase Agreement.  The
proceeds will be used for working capital or general corporate
purposes.  The Company will bear all costs associated with this
registration.

The Company's common stock is quoted on the OTCBB under the symbol
"ACLP.OB."  The shares of the Company's common stock registered
hereunder are being offered for sale by Selling Security Holder at
prices established on the OTCBB during the term of this offering.
On May 23, 2012, the closing bid price of the Company's common
stock was $0.03 per share.  These prices will fluctuate based on
the demand for the Company's common stock.

A copy of the filing is available for free at:

                         http://is.gd/N8UqvX

                       About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Following the fiscal 2011 results, Wolf & Company, P.C., in
Boston, Massachusetts, expressed substantial doubt about Technest
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has negative cash flows from operations, a
stockholders' deficit and a working capital deficit.

The Company reported a net loss of $2.9 million on $450,000 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,000 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company reported a net loss of $1.41 million on $470,037 of
revenue for the nine months ended March 31, 2012, compared with a
net loss of $1.05 million on $234,407 of revenue for the same
period a year ago.

The Company's balance sheet at March 31, 2012, showed
$5.29 million in total assets, $6.55 million in total liabilities
and a $1.25 million total stockholders' deficit.


THERMOSPAS INC: Sells Assets to Jacuzzi Group
---------------------------------------------
Hartford Courant reports that ThermoSpas has been sold to Jacuzzi
Group Worldwide.

The report says, under the transaction, for which terms were not
disclosed, a Jacuzzi affiliate acquired the assets of ThermoSpas
-- an arrangement under bankruptcy in which the buyer does not
assume the target company's debts.  Andy Tournas, who founded
ThermoSpas in 1983, will continue as its president, and it will
operate independently.

The report relates ThermoSpas went up for sale at the beginning of
this year because of financial troubles

According to the report, after the sale, Jacuzzi, which has its
U.S. headquarters in Chino Hills, Cal., will set up a $300,000
fund to settle claims; the company has settled with Connecticut
Development Authority, TD Bank and other large secured creditors.

Based in Wallingford, Connecticut, ThermoSpas, Inc., files for
Chapter 11 protection (Bankr. D. Conn. Case No. 12-30428) on
Feb. 27, 2012.  Judge Lorraine Murphy Weil presides over the case.
Douglas S. Skalka, Esq., at Neubert, Pepe, and Monteith PC,
represents the Debtor.  The Debtor listed assets of less than
$50,000, and debts of between $1 million and $10 million.


THINES LLC: M&T Bank Gets More Time to Respond to Claim Objection
-----------------------------------------------------------------
Bankruptcy Judge Nancy V. Alquist signed off on a third
stipulation between Thines LLC and Manufacturers and Traders Trust
Company extending to June 1, 2012, M&T Bank's deadline to file a
response to the Debtor's objection to Proof of Claim No. 4 filed
by M&T Bank.  The Third Stipulation is dated May 30 and available
at http://is.gd/aEsWQhfrom Leagle.com.

Thines LLC, based in Jessup, Maryland, filed for Chapter 11
bankruptcy (Bankr. D. Md. Case No. 11-28872) on Sept. 20, 2011.
Judge Nancy V. Alquist presides over the request.  Marc Robert
Kivitz, Esq., in Baltimore, serves as the Debtor's counsel.  The
Debtor scheduled $1,960,289 in assets and $2,685,032 in debts.
The petition was signed by Tyrone Hines, managing member.

Creditor Manufacturers and Traders Trust Company is represented in
the case by Michael C. Bolesta, Esq., at Gebhardt & Smith LLP.


TRIBUNE CO: Bank Debt Trades at 35% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 64.68 cents-on-the-
dollar during the week ended Friday, June 1, 2012, a drop of 0.79
percentage points from the previous week, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 17, 2014.  The
loan is one of the biggest gainers and losers among 153 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         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)


TXU CORP: Bank Debt Trades at 42% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 58.14 cents-on-the-dollar during the week
ended Friday, June 1, 2012, a drop of 0.80 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 450
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2017, and carries Moody's B2 rating and
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 153 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


TXU CORP: Bank Debt Trades at 39% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 61.21 cents-on-the-dollar during the week
ended Friday, June 1, 2012, a drop of 0.41 percentage points from
the previous week according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  The Company pays 350
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 10, 2014, and carries Standard & Poor's CCC
rating.  The loan is one of the biggest gainers and losers among
153 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed
$44.07 billion in total assets, $51.83 billion in total
liabilities, and a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


UNIT CORPORATION: Moody's Raises Corp. Family Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service upgraded Unit Corporation's (Unit)
Corporate Family Rating (CFR) to Ba3 from B1 and its senior
subordinated notes to B2 from B3. The SGL-2 Speculative Grade
Liquidity rating was unchanged. The outlook is stable. This action
concludes Moody's rating review that was initiated on April 2,
2012.

  Issuer: Unit Corporation

     Corporate Family Rating, Upgraded to Ba3 from B1

     Probability of Default Rating, Upgraded to Ba3 from B1

     Senior Subordinated Regular Bond/Debenture, Upgraded to B2
     LGD5, 81% from B3 LGD5, 77%

     Multiple Seniority Shelf, Upgraded to (P)B2 from (P)B3

     Speculative Grade Liquidity Rating, Unchanged at SGL-2

Outlook Actions:

  Issuer: Unit Corporation

     Outlook, Changed To Stable From Rating Under Review

Ratings Rationale

"The upgrade reflects ongoing successful execution of Unit's
strategy to boost its upstream oil and NGL volumes (42% in the
first quarter of 2012) and a solidified reserves and production
base," noted Sajjad Alam, Moody's analyst. "Unit's ability to
concurrently strengthen its drilling and midstream businesses
while maintaining a conservative balance sheet is also a
contributing factor for the upgrade."

The Ba3 CFR is underpinned by Unit's strong leverage metrics in
terms of production ($9,400 per boe at March 31, 2012) and proved
developed (PD) reserves ($3.60 per boe); its track record of
consistent reserves and production growth; and the company's
diversified exposure to the upstream, drilling and midstream
segments, which provides stability to cash flows and market
intelligence. Unit has historically demonstrated conservative
financial policies and Moody's expects ongoing capital discipline
towards future growth opportunities. The rating is tempered by
Unit's limited scale of upstream operations, natural gas weighted
production and reserves profile, and exposure to the cyclicality
and volatility of the mature North American land drilling market.

Unit's 6.625% notes are rated B2, two notches below the CFR,
indicating their subordinated position in the capital structure
relative to the senior unsecured revolving credit facility.
Moody's overrode Moody's Loss Given Default (LGD) Methodology
driven rating because of the high likelihood of increased
borrowings under the revolver in the coming quarters. The note
rating reflects both the overall probability of default of the
company to which Moody's assigns a PDR of Ba3, and a loss given
default of LGD 5 (81%). The unsecured revolving credit facility
has a borrowing base of $600 million and a current elected
commitment amount of $250 million, which Moody's believes will
increase over time to fund negative free cash flow.

Since 2009, Unit has actively shifted its E&P capital towards
liquids-rich areas to take advantage of higher oil and NGL prices.
While this transition has led to a 97% increase in total debt
since 2010, Unit's leverage metrics are still quite strong
relative to other high-yield E&P peers. Liquids production has
grown by 32% between first quarter of 2011 and first quarter of
2012. Most of this growth was realized through organic drilling
supplemented by periodic land acquisitions around Unit's core
operating areas in the Mid-continent region. Moody's believes
there are sufficient drilling opportunities in the Granite Wash
and the Marmaton to further enhance liquids production and cash
flows through 2013. Still the scale of Unit's E&P operations will
remain small relative to most Ba or higher rated companies.

The growing application of horizontal and lateral drilling
techniques in North American unconventional plays and intense
drilling activity in liquids-rich basins have also resulted in
more than doubling of EBITDA from Unit's contract drilling segment
between 2009 and 2011. The company continues to high-grade its rig
fleet primarily through refurbishments, and Moody's does not
anticipate any new rig orders in 2012 without securing a long-term
contract first. The company believes that approximately 98% of its
rigs are currently drilling horizontal or directional wells, and
roughly 98% are drilling for oil and NGLs. Although continued
weakness in natural gas prices could result in weaker utilization
and dayrates, given Unit's fairly small dry gas exposure, near
term risks to EBITDA seem limited.

Unit is also aggressively expanding its midstream business ($224
million of capex in 2012) in response to the increasing need for
gathering, processing and takeaway infrastructure in the Mid-
continent and the Appalachia. While sector fundamentals look
supportive now, the ultimate volumes flowing through Unit's
systems would depend on upstream producer's continued willingness
to drill for dry and liquids-rich gas. Unit's consolidated
leverage will trend higher because of its substantial upfront
midstream investments, although the company's overall risk profile
should improve over time from more meaningful exposure to the
lower risk midstream sector.

Unit should have good liquidity through mid-2013 which is
reflected in Moody's SGL-2 Speculative Grade Liquidity rating. The
company will outspend operating cash flow through 2013 partially
driven by its significant planned midstream outlays. However,
approximately $184 million of availability under its $250 million
borrowing base revolver (at March 31, 2012) should provide funding
support. Moody's notes that Unit's borrowing base was confirmed at
$600 million during the most recent April 2012 semi-annual re-
determination, and therefore, the company has the flexibility to
extend the facility commitment amount if needed. Also, Unit's
drilling rigs are not included in the revolver borrowing base
calculation, which could provide additional liquidity in a
distressed situation.

The stable outlook reflects Unit's solid leverage, multi-sector
exposure and Moody's expectation of measured growth.

Moody's would look for improved scale and diversification in
considering an upgrade to a higher rating category. An upgrade is
possible if Unit can sustain production above 55,000 boe per day,
significantly expand its midstream operations and maintain a debt
to PD reserves ratio below $5.00 per boe on a consolidated basis.

A negative rating action is unlikely in 2012. However, a downgrade
could occur if Unit's leverage, which is one of the primary
anchors of the Ba3 rating, increases above $22,000 boe in terms of
debt to average daily production. Any material decline in
production or separation/divestiture of non-E&P businesses could
also prompt a downgrade.

The principal methodology used in rating Unit Corporation 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.

Unit Corporation, headquartered in Tulsa, Oklahoma, is a
diversified energy company engaged in the exploration and
production of oil and gas, onshore contract drilling, and
gathering and processing activities. Operations are principally
located in the Mid-Continent region, including the Anadarko,
Arkoma, Permian, Rocky Mountain and Gulf Coast Basins.


VIRGIN ISLANDS: Fitch Affirms Rating on Two Bond Classes at Low-B
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings on the following Virgin
Islands Water and Power Authority (WAPA) bonds and removed the
bonds from Rating Watch Negative:

  -- $156.47 million senior lien bonds at 'BB';
  -- $109.34 million subordinate lien bonds at 'BB-'.

The resolution of the Rating Watch primarily reflects the
authority's improved near-term liquidity, following the sale of
$69.14 million electric system bonds in April, with a portion of
the proceeds used to repay working capital lines of credit and
reduce the amount of an outstanding term loan.  Fitch previously
assigned the authority's $17.39 million electric system revenue
refunding bonds series 2012A (tax-exempt) a rating of 'BB' and the
$51.75 million electric system subordinated revenue bonds series
2012B (federally taxable) and 2012C (federally taxable) a rating
of 'BB-'.

The Rating Outlook on the outstanding bonds is Negative, which
takes into account Fitch's continuing concerns about the
authority's longer-term ability to address its high operating
costs, increased leverage and more limited financial flexibility.

Security

The senior bonds are secured by net electric revenues and certain
other funds while the subordinated bonds are secured by net
electric revenues on a subordinate lien basis.  Lines of credit
are junior to the payment of all obligations under the senior and
subordinated resolutions.  Debt service reserve funds are
available for both series of bonds.  The senior and subordinated
bonds are not subject to cross-default provisions.

Key Rating Drivers

SIGNIFICANT NUMBER OF RISK FACTORS: WAPA's financial ratios have
declined significantly in recent years, due to higher oil costs, a
softer economy, an increased dependence on short-term debt and
growing sums due from the Water System.  The 2012 bond financing
and moderation of fuel prices lessens near-term financial
liquidity concerns, but the ability of WAPA to consistently meet
its financial obligations and stabilize its fiscal position
remains uncertain.

EXPOSURE TO OIL: The authority's generating plants are oil-fired,
limiting the system's operating and financial flexibility.
HOVENSA's decision to close its St. Croix oil refinery and end oil
deliveries to the authority by year end 2012 will necessitate a
change in oil suppliers; this is currently being addressed by
senior management through a request for qualifications process to
secure fuel supply by Jan. 1, 2013.

RATE REGULATED: The VI Public Service Commission (PSC) establishes
rates for WAPA.  The rating reflects the PSC's historical support
for the authority's goal of maintaining reasonable debt service
coverage (DSC) but also recognizes possible limitations on raising
future rates, given already high electric charges.

REDUCTION OF OUTSTANDING SHORT-TERM BORROWINGS: WAPA appears to
have improved its near-term financial flexibility with the
completion of the 2012 bond financing, the partial repayment of
the outstanding term loan and the repayment of the working capital
lines of credit.  Fitch believes that WAPA now has an opportunity
to work with its lenders on developing a longer-term solution to
its financial difficulties.

What Could Trigger a Rating Action

DECLINING LIQUIDITY POSTION: A reversal of WAPA's newly improved
liquidity and financial position would result in the possibility
of a downward adjustment to the authority's credit ratings.

Credit Profile

Meaningful Repayment of Short-term Debt

The authority completed the series 2012 bond offering in April,
increasing the size of the par amount, at interest rates
commensurate with the current rating.  Proceeds from the series
2012B bonds, were used to repay a portion of the outstanding First
Bancorp term loan, which was mostly used to fund oil purchases.
The term loan contained a balloon feature, with $18 million
maturing in December 2013.  Besides refinancing the balloon
payment, the maturity date for the remaining balance of the term
loan is expected to be extended to April 2016 and amortized over a
four-year period.

Proceeds from the series 2012C bonds were primarily used to repay
$23 million of working capital lines of credit with Banco Popular
and First Bancorp and retire a fuel hedge.  Some $6.5 million was
also used to repay an overdraft credit facility with First
Bancorp.  These actions have expanded the authority's short-term
funding ability and provide it with the opportunity to better
restructure existing borrowing arrangements.

Pending Rate and Fuel Charge Increases

Legislation was introduced in February 2012 that would increase by
seven cents the tax on a gallon of gasoline or diesel fuel
manufactured, sold, consumed or otherwise disposed of in the
Virgin Islands.  Taxes collected would be available to the
authority to fund new energy and power generating equipment on St.
Thomas/St.John and St. Croix.  The legislation was passed and
approved by the Governor on April 20, 2012.  The authority
believes this would enable it to finance capital expenditures from
a source other than electric rates.

The authority expects to file an emergency petition with the PSC
for an increase in electric rates and charges in June 2012, to
become effective in July 2012, to recover increased costs for
electric service, to improve financial liquidity and to meet the
authority's policy objective to maintain a debt service coverage
ratio as contained in WAPA's Mission Statement.  The emergency
rate increase is expected to produce $12 to $15 million annually
in additional revenue.  The authority expects to file another
petition with the PSC in September 2012 for an increase in rates
that is expected to produce approximately $13 million in
additional revenue annually, to finance the remainder of the 2010-
2014 capital improvements.  It is expected to become effective
Jan. 1, 2013.


W T LAMB: Chapter 11 Case Survives Dismissal Bid
------------------------------------------------
Chief District Judge Lisa Godbey Wood affirmed the order of
Bankruptcy Court Judge Susan D. Barrett denying First Bank of
Georgia's request to dismiss the Chapter 11 case of W.T. Lamb and
Marian R. Lamb.

The Bank filed motions for dismissal of three separate Chapter 11
bankruptcy cases:

     (1) First Bank of Georgia v. W.T. Lamb & Marian R. Lamb,
         Chapter 11 Case No. 11-11522;

     (2) First Bank of Georgia v. L.P.B. Properties, Inc.,
         Chapter 11 Case No. 11-11523; and

     (3) First Bank of Georgia v. Judith L. Bostick, Chapter 11
         Case No. 11-11543.

The three cases were analyzed in one order by the bankruptcy court
because -- as has been stated by all concerned -- the parties are
so inextricably woven that any analysis of one debtor's finances
necessarily requires a review and analysis of the others.
Nevertheless, each chapter 11 case was appealed separately:

     (1) First Bank of Georgia v. W.T. Lamb & Marian R. Lamb,
         Case No. 1:12-011,

     (2) First Bank of Georgia v. L.P.B. Properties, Inc.,
         Case No. 1:12-012, and

     (3) First Bank of Georgia v. Judith L. Bostick, Case No.
         1:12-014.

W.T. Lamb and Marian R. Lamb are a retired couple whose income
consists of earnings from real property and social security.
Judith Bostick is the Lambs' daughter, and receives income from
W.T. Lamb investments, real property, and distributions from
various businesses.  L.P.B. Properties is a privately held Georgia
corporation which is wholly owned by the Lambs and Judith Bostick.

The Lambs testified at their Sec. 341 meetings that their
financial difficulties resulted from a decline in the real estate
market.  Their financial status is one described by the bankruptcy
court, and acknowledged by the Lambs, as land rich and cash poor.
This label is evidenced by the Lambs attempts to sell portions of
their land but inability to obtain offers.  About one year prior
to filing for bankruptcy, the Lambs experienced cash flow problems
and began liquidating assets in an effort to generate positive
cash flow.

Ultimately, however, the Lambs were unable to pay their
obligations as they came due. As a result, the Bank, a secured
creditor, accelerated over $9,000,000 in debt from the Lambs.  In
the notice of acceleration, the Bank advised the Lambs that if the
entire amount of the accelerated indebtedness was not paid within
10 days the Bank would seek collection of roughly $1,500,000 (or
15%) in statutory attorney's fees pursuant to O.C.G.A. Sec. 13-1-
11.  The Lambs testified that this letter was not the only factor
as to why they were having financial difficulties, but it was what
sent them over the edge.

On Aug. 5, 2011, within the 10-day period, the Lambs filed the
Chapter 11 case, together with other affiliated Chapter 11 and
Chapter 7 entities.  On Oct. 28, 2011, the Bank moved the
bankruptcy court to dismiss, saying the petition was filed in bad
faith because the purpose of the filing was to avoid liability for
attorney's fees.  The motion was denied orally on the record at a
hearing held on Dec. 9, prompting the Bank to appeal.

The case before the District Court is FIRST BANK OF GEORGIA,
Appellant, v. W.T. LAMB and MARIAN R. LAMB, Appellees, No. CV
112-011 (S.D. Ga.).  A copy of the District Court's May 29, 2012
Order is available at http://is.gd/bdBEsIfrom Leagle.com.

First Bank of Georgia is represented by Charles C. Stebbins, III,
Esq. -- cstebbins@wtsmlaw.com -- at Warlick, Tritt, Stebbins &
Murray, LLP.

The Lambs are represented by James C. Overstreet, Jr., Esq., at
Scott J. Klosinski, PC.


WECK CORP: Court Enters Final Decree Closing Chapter 11 Case
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered a final decree closing the Chapter 11 cases of The Weck
Corporation, et al., at the behest of Robert L. Pressman, as
the CEO of LA Bob, Inc., the managing member of Triton Equity
Partners, LLC, the plan administrator, under the First Amended
Joint Chapter 11 Plan of Liquidation.

According to the plan administrator, the Plan became effective on
Sept. 8, 2011.

As reported in the Troubled Company Reporter on Sept. 13, 2011,
the Court confirmed the First Amended Plan proposed by the
Debtors, and the Official Committee of Unsecured Creditors.

The Plan will facilitate the liquidation of the Debtors' estates
and the distribution of their remaining assets -- principally cash
-- to holders of allowed claims.  Under the Plan, among other
things, holders of unsecured claims are expected to recover
between 3% and 7% of their allowed claim.  Each holder will
receive its pro rata distribution of the liquidated assets of the
estates after the payment of the administrative claims, priority
claims, secured claims and plan expenses.  Equity interest will be
deemed canceled.

A full-text copy of the First Amended Plan, dated May 23, 2011, is
available for free at http://ResearchArchives.com/t/s?7631

                    About The Weck Corporation

The Weck Corporation filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 10-14349) on Aug. 13, 2010.  Mark T.
Power, Esq., at Hahn & Hessen LLP, assists the Debtor in its
restructuring effort.  The Debtor estimated its assets and debts
at $10 million to $50 million as of the Petition Date.

Affiliates Weck Chelsea, LLC (Bankr. S.D.N.Y. Case No. 10-14353),
Gracious Home.com, LLC (Bankr. S.D.N.Y. Case No. 10-14351), and
West Weck, LLC (Bankr. S.D.N.Y. Case No. 10-14350) filed separate
Chapter 11 petitions on Aug. 13, 2010.




WHIRLPOOL CORP: S&P Assigns 'BB+' Rating on Subordinated Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB-'
senior unsecured debt rating and preliminary 'BB+' subordinated
debt rating to Benton Harbor, Mich.-based Whirlpool Corp.'s Rule
415 universal shelf registration. "In addition, we assigned a
'BBB-' rating to the company's proposed issuance of $300 million
senior unsecured notes due 2022. We expect net proceeds from the
debt issue to refinance existing indebtedness. As a result, we
estimate leverage, as measured by the ratio of total adjusted debt
to EBITDA, to remain unchanged following the offering. For the 12
months ended March 31, 2012, we estimate adjusted leverage was
about 2.8x," S&P said.

"The ratings on Whirlpool Corp. reflect our opinion that the
company has a 'satisfactory' business risk profile and an
'intermediate' financial risk profile. Key credit factors
considered in our assessment of Whirlpool's business risk include
the company's strong market position as the largest major
appliance manufacturer in the world, supported by its portfolio of
well-recognized brand names, focused research and development
efforts, and geographic diversity. We also factored into our
business risk assessment our view of the company's intense
competition from several large, well-capitalized international
companies, participation in a cyclical industry, and exposure to
fluctuating raw material costs. The company's intermediate
financial risk profile is supported by Whirlpool's liquidity that
we forecast should remain strong despite meaningful cash
requirements over the next few years, and credit measures that are
close to indicative ratio ranges for an intermediate financial
risk profile, which include leverage of 2x-3x and FFO to debt of
30%-45%," S&P said.

RATINGS LIST
Whirlpool Corp.
Corporate credit rating                   BBB-/Stable/A-3

RATINGS ASSIGNED
Whirlpool Corp.
Senior unsecured
  $300 mil. notes due 2022                 BBB-
  Rule 415 universal shelf registration    BBB-(prelim)
Subordinated
  Rule 415 universal shelf registration    BB+(prelim)


WOONSOCKET, R.I.: Fitch Cuts Rating on $118-Mil. Bonds to 'BB-'
---------------------------------------------------------------
Fitch Ratings takes the following rating action on the City of
Woonsocket, RI's outstanding general obligation (GO) bonds:

  -- $118 million GO bonds downgraded to 'B' from 'BB-';

The Rating Outlook is Negative.

Security

The bonds are general obligations of the city and are backed by
its full faith and credit and unlimited taxing power.

Key Rating Drivers

CONTINUED SCHOOL FUND DEFICIT OPERATIONS: The downgrade to 'B'
from 'BB-' reflects financial stress due to ongoing school fund
deficit operations and liquidity issues, which the city sought to
alleviate with a proposed supplemental tax bill that has now
stalled in the state legislature.  Supplemental tax proceeds were
meant to cover significant school cashflow needs through June 30th
and support fiscal year 2013.  The city is projecting a cumulative
negative school fund balance at the end of fiscal 2012 of about
$10 million or 7.6% of general fund and school fund spending.
Alternatives to address current year liquidity issues and the
cumulative budget deficits are still to be determined.

NEGATIVE OUTLOOK: The Negative Outlook reflects the likelihood of
continued long-term fiscal pressure as the city attempts to bring
its finances back into balance.  Fitch views the implementation of
a state Budget Commission positively, as it may provide greater
options to address the city's school fund fiscal imbalance.  Fitch
will continue to monitor the credit and take rating action as
appropriate.

INTERNAL CONTROL DEFICIENCIES: Deficiencies in internal fiscal
controls of the school department, an autonomous division of the
city, led to a fiscal year 2011 school fund deficit of $2.7
million, contrary to prior reported estimates of a positive ending
balance.  The significant projected deficit for fiscal 2012
surfaced precipitously and well into the fiscal year, further
indicating deficiencies in financial management.

LIMITED REVENUE GENERATING FLEXIBILITY: Revenue generation is
reliant primarily on property taxes, currently at high levels.
The city council has shown willingness to tax at the maximum level
in the past, and has attempted to implement a supplemental
increase in the tax levy for the current fiscal year.

WEAK EMPLOYMENT AND DEMOGRAPHICS: City demographics are weak with
high unemployment levels, low income levels, and declining
population.

HIGH DEBT RATIOS AND UNDER-FUNDED PENSIONS: Debt levels are above-
average and the city administered pension plan is funded at a low
61%, as of July 2011.

Credit Profile

CITY FACES CRITICAL SCHOOL FUND CASH NEEDS

Through May, school cashflow needs have been managed by
prioritizing payments, reliance on expedited state aid payments,
and city general fund assistance.  Over $6 million in vendor
invoices currently remain outstanding.  The city council approved
a supplemental tax levy to address school cash flow needs, against
which the city would issue tax anticipation notes.

Both the tax levy and the TANs issuance require state legislative
approval.  While the supplemental tax bill was approved by the
state Senate and House Finance Committee earlier this month, it
stalled when the House of Representatives voted to send it back to
committee last week.  The fate of the bill is uncertain.  At this
point, even a potential positive vote may not come in time to
assist with current fiscal year cash needs.

Earlier this week, the city council voted to request the
implementation of state Budget Commission oversight over city and
school department finances.  The state approved the request, and
the Budget Commission is scheduled to begin meetings at the end of
the week.  The Commission has the authority to expedite
approximately $3.3 million in state school aid due at the end of
June and intends to address this request at its meeting this week.
Management has indicated it plans to use these funds to cover
payroll needs through the month of June, though total school cash
needs will exceed available resources.

FINANCIAL OPERATIONS PLAGUED BY SCHOOL FUND DEFICITS

For the last three years, Woonsocket has been hurt by significant
cuts in state aid, a weak economy, and overspending by school
department officials.  It appeared that the city was on track
towards financial stability when it issued $11.5 million in
deficit financing bonds in March of last year.  The city was
projecting a small surplus in its general fund and school
officials were projecting balanced operations for fiscal year
2011.

While the general fund ended fiscal year 2011 positively with an
unrestricted fund balance (the sum of the unassigned, assigned,
and committed fund balances under GASB 54) of $2.4 million or
about 3.1% of general fund spending, the unrestricted school fund
balance was a negative $3 million (4.6% of school fund spending).
The deficit was related largely to personnel spending without
corresponding resources to cover the expenditures, according to
city management.

In December 2011, city officials reported that revenues were not
going to be sufficient to meet the school fund's fiscal 2012
budget.  An accurate estimate was not available at the time due to
poor internal reporting practices.  City and school officials
worked to compile accurate current year cash flow and expenditure
information for the school fund and in March presented budget
figures indicating an estimated $7.3 million school fund deficit
for the current fiscal year.  The deficit is sizable, representing
about 11% of school fund spending and 5% of total general fund and
school fund spending.  Based on current estimates, this figure has
increased to about $7.5 million.  In addition to the projected
deficit, the school fund faced ongoing liquidity concerns.  The
city estimated monthly school fund cash deficits of about $1 to
$1.5 million in the current fiscal year.

LONGER-TERM FINANCIAL CHALLENGES

The city faces a significant structural budget imbalance and will
need to pursue means in addition to the proposed supplemental tax,
which may be revived by the Budget Commission, to bring spending
in line with revenues.  Fitch remains concerned about the ability
of the city and school department to implement changes that will
meaningfully improve financial stability given that prior efforts
have not always yielded intended results.  However, the
establishment of Budget Commission oversight is a positive
development that may provide greater and more effective fiscal
solutions.  The city is looking to implement further program cuts,
departmental consolidations, and may seek waivers on state
mandated expenditures. In addition, currently pending state
legislation related to pensions, school aid, and municipal fiscal
relief could reduce tax levy pressures.

The city's revenue raising flexibility is limited due to statewide
annual limits on property tax levies. The city was able to exceed
the statewide property tax levy cap limit in fiscal year 2011 with
approval by 4/5ths of city council to make up for cuts in state
aid revenues.  To offset declines in city revenues in recent
years, the city has been cutting expenses in all areas, including
reduced payroll costs through attrition, furlough days, reduced
salaries, and unpaid vacation days.  In addition, the city has
been working with its unions to reduce labor costs.  Despite these
efforts the city is again in a position of needing a financing
solution to its operating problems after having issued the
aforementioned deficit financing in 2011.

WEAK SOCIOECONOMIC INDICATORS

Woonsocket, located 15 miles outside of Providence, has a
population of 41,186 and a tax base of about $1.8 billion.  The
city benefits from the presence of CVS Caremark Corporation, which
maintains its headquarters in the city and is the city's largest
employer with about 5,780 workers.  Median household income of
$38,265 and per capita income of $20,242 are below average at 70%
and 71% of state averages, respectively.

The city's unemployment rate continues to be elevated at 13% for
April 2012, which is up from 12.8% a year prior, although the
city's labor force has declined by 1.8% over that period.  Between
2000 and 2010, the city's population declined by about 5%, while
the state's increased by less than 1% and the nation's grew by
about 10%.

HIGH DEBT RATIOS AND UNDER-FUNDED PENSIONS

Overall debt levels are high at $3,265 per capita and 7.6% of
market value.  These levels are net of state debt service
reimbursements on the city's public school revenue bonds issued by
the Rhode Island Health and Education Building Corporation and
include the city's 2002 GO pension bonds.

The city administered pension plan is funded at a low 61%,
assuming a 7.5% rate of return, with an unfunded liability of $42
million at July 1, 2011.  The funded ratio declines even further
to 58% using a Fitch-adjusted 7% rate of return.  The city's OPEB
liability as of July 1, 2011 was equal to a high $127 million and
the school department's OPEB liability was $47 million; both
amounts include assumptions of a 4% investment rate of return.


* Moody's Sees Negative Outlook for Global Shipping Industry
------------------------------------------------------------
A sustained oversupply of vessels combined with high bunker oil
prices will pressure margins in most shipping segments in 2012,
says Moody's Investors Service in an Industry Outlook report
published on May 31. As a result, Moody's outlook for the sector
over the next 12-18 months remains negative.

The new report, entitled "Global Shipping Industry: Outlook
Remains Negative as Oversupply and High Bunker Oil Prices
Constrain Performance".

"We anticipate that the aggregate EBITDA of the global shipping
industry will decline by around 5%-10% in 2012," says Marco
Vetulli, a Moody's Vice President -- Senior Credit Officer and
author of the report. "Uncertainty about the depth and duration of
the recession in the euro area and resurfacing geopolitical
tensions in the Persian Gulf pose further downside risks to the
industry."

In Moody's view, the dry-bulk and crude oil tanker segments are
likely to have the largest supply -- demand gap in 2012,
complicating these sectors' ability to meaningfully improve their
earnings. The outlook for the product tanker segment is more
favourable since demand growth is likely to outpace supply during
2012, leading freight rates to rise by the end of this year. Box
freight rates for the container segment have rebounded since March
this year. However, Moody's does not expect strong improvement in
earnings for the full year in this segment. This reflects
sustained high bunker oil costs and pressure on container rates
stemming from recent increases in deployed tonnage of box ships.

Moody's notes that Japanese conglomerates are likely to be
affected to a lesser extent by negative market trends affecting
other global shipping companies owing to their scale,
diversification (including their liquefied natural gas, or LNG,
fleets) and strong relationships with customers.

Moody's could consider changing the outlook for the global
shipping industry to stable if it were to see signs that the
supply-demand gap is likely to narrow over the coming 12-18
months, such that supply exceeds demand by no more than 2% or
demand exceeds supply by up to 2%. For the outlook to stabilise,
the industry's aggregate EBITDA growth would also need to be
within a range of -5 to +10%. However, Moody's considers this
unlikely at present, given the sustained oversupply of vessels.


* Public Meeting Today on Overhaul of Bankruptcy Attorney Fees
--------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones Newswires, reports the
U.S. Justice Department will hold a public meeting today, June 4,
in Washington D.C. to tackle the increasing attorney fees paid by
companies in bankruptcy.

DBR notes the Justice Department's U.S. Trustee Program has been
advocating an overhaul of how lawyers are paid in bankruptcy
cases.  According to DBR, the U.S. Trustee wants law firms to:

     -- make additional disclosures, including submitting rate
        comparisons between what their firms charge in a specific
        bankruptcy case and what they charge in other matters,
        disclosing the highest, lowest and average hourly rates
        for each;

     -- draw up budget and staffing plans at the outset of a case,
        outlining the resources expected for everything from
        litigation to asset sales;

     -- explain "any substantial upward variation" between the
        budget and the ultimate fees charged.

DBR notes some of the highly paid bankruptcy lawyers:

     * Harvey Miller, head of Weil, Gotshal Manges's restructuring
       practice, charges $1,075 per hour in AMR Corp.'s Chapter 11
       Case;

     * Corinne Ball, Esq., head of Jones Day's restructuring
       Practice, charges $975 per hour in Hostess Brands Inc.'s
       Chapter 11 case;

     * Paul Basta, Esq., a partner at Kirkland Ellis, charges
       $1,045 and $995 per hour in The Great Atlantic & Pacific's
       Chapter 11 case;

     * Andrew G. Dietderich, Esq., head of Sullivan Cromwell's
       restructuring practice, charges $1,150 and $990 per hour
       in Eastman Kodak Co.'s case

According to DBR, Clifford J. White III, director of the U.S.
Trustee Program, said in an emailed statement Friday that the
proposed changes to the 16-year-old fee guidelines would help "add
transparency to the bankruptcy system."

He also hopes the changes, which for now would apply only to
attorneys' fees in Chapter 11 bankruptcies of companies with
combined assets and liabilities of $50 million or more, would
increase public confidence in a bankruptcy system that some charge
has turned a company's distress into a billing bonanza.

"Disclosure of confidential rate information is unprecedented,"
wrote Marcia Goldstein, the head of Weil, Gotshal & Manges's
restructuring practice in a letter ahead of Monday's meeting to
discuss the proposed changes, according to DBR.  "Competitors
. . . may use the disclosed information to gain an unfair
advantage."

DBR notes Ms. Goldstein's firm received $389 million in fees and
expenses in its 3-1/2 years as lead counsel in the Lehman Brothers
bankruptcy, just a piece of the more than $1.4 billion in total
fees paid out to all of the professional firms on Lehman's tab.
The team of Weil attorneys working on the case included more than
40 partners who charged $1,000 an hour.

DBR relates Nancy Rapoport, a law professor at the University of
Nevada at Las Vegas, wrote that the proposal is a "marked
improvement" over current fee rules but still lacks teeth.
"Without some well-defined consequences, there's simply no
incentive for professionals to take the time to comply," she said.


* BOND PRICING -- For Week From May 28 to June 1, 2012
------------------------------------------------------

  Company          Coupon    Maturity   Bid Price
  -------          ------    --------   ---------
AMBAC INC           9.375    8/1/2011      21.419
AMBAC INC             9.5   2/15/2021          21
AMBAC INC             7.5    5/1/2023      17.003
AMBAC INC            6.15    2/7/2087        1.75
AES EASTERN ENER        9    1/2/2017        26.5
AGY HOLDING COR        11  11/15/2014       40.25
AHERN RENTALS        9.25   8/15/2013          62
ALION SCIENCE       10.25    2/1/2015       42.25
AMR CORP                9    8/1/2012          46
AM AIRLN PT TRST    10.18    1/2/2013       67.55
AM AIRLN PT TRST    7.379   5/23/2016          31
A123 SYSTEMS INC     3.75   4/15/2016       21.75
ATP OIL & GAS      11.875    5/1/2015       52.25
ATP OIL & GAS      11.875    5/1/2015       52.25
ATP OIL & GAS      11.875    5/1/2015       53.25
BAC-CALL06/12        5.85  12/15/2022         100
BAC-CALL06/12         6.7  12/15/2026         100
BAC-CALL06/12         6.8   6/15/2027         100
BAC-CALL06/12       6.125  12/15/2027         100
BAC-CALL06/12        5.75  11/15/2028       99.95
BAC-CALL06/12         6.2   6/15/2029         100
BAC-CALL06/12        6.25   6/15/2029         100
BAC-CALL06/12           6  12/15/2032         100
BAC-CALL06/12        6.25   5/15/2036         100
BAC-CALL06/12         6.2   6/15/2036         100
BAC-CALL06/12         6.3   6/15/2036         100
BROADVIEW NETWRK   11.375    9/1/2012      76.875
BUFFALO THUNDER     9.375  12/15/2014          37
CHRCH CAP FNDING      6.6   5/15/2013          25
DELTA AIR 1993A1    9.875   4/30/2049       19.26
DIRECTBUY HLDG         12    2/1/2017      17.625
DIRECTBUY HLDG         12    2/1/2017          18
EDISON MISSION        7.5   6/15/2013       55.61
EASTMAN KODAK CO     7.25  11/15/2013      12.878
EASTMAN KODAK CO        7    4/1/2017       10.26
EASTMAN KODAK CO     9.95    7/1/2018      11.571
EASTMAN KODAK CO      9.2    6/1/2021          11
ENERGY CONVERS          3   6/15/2013          45
EVERGREEN SOLAR        13   4/15/2015          42
GLB AVTN HLDG IN       14   8/15/2013        26.8
GMX RESOURCES           5    2/1/2013      77.001
GMX RESOURCES           5    2/1/2013          78
GLOBALSTAR INC       5.75    4/1/2028       49.25
HAWKER BEECHCRAF      8.5    4/1/2015        17.5
HAWKER BEECHCRAF    8.875    4/1/2015       17.25
HAWKER BEECHCRAF     9.75    4/1/2017        3.05
ELEC DATA SYSTEM    3.875   7/15/2023          95
JAMES RIVER COAL      4.5   12/1/2015        36.5
KENDLE INTL INC     3.375   7/15/2012       95.75
LEHMAN BROS HLDG     0.25   12/8/2012          22
LEHMAN BROS HLDG     0.25   12/8/2012          22
LEHMAN BROS HLDG        1   12/9/2012          22
LEHMAN BROS HLDG      1.5   3/29/2013          22
LEHMAN BROS HLDG        1  10/17/2013          22
LEHMAN BROS HLDG     0.25  12/12/2013          22
LEHMAN BROS HLDG     0.25   1/26/2014          22
LEHMAN BROS HLDG     1.25    2/6/2014          22
LEHMAN BROS HLDG        1   3/29/2014          22
LEHMAN BROS HLDG        1   8/17/2014          22
LEHMAN BROS HLDG        1   8/17/2014          22
LEHMAN BROS INC       7.5    8/1/2026       10.25
LIFECARE HOLDING     9.25   8/15/2013       59.65
MASHANTUCKET PEQ      8.5  11/15/2015        9.25
MASHANTUCKET PEQ      8.5  11/15/2015        8.25
MASHANTUCKET TRB    5.912    9/1/2021        9.25
MF GLOBAL LTD           9   6/20/2038      45.875
MANNKIND CORP        3.75  12/15/2013          53
NEWPAGE CORP           10    5/1/2012       4.625
NETWORK EQUIPMNT     7.25   5/15/2014          33
OSI PHARMACEUTIC        3   1/15/2038       79.51
PATRIOT COAL         3.25   5/31/2013      60.075
PMI GROUP INC           6   9/15/2016      20.525
PENSON WORLDWIDE        8    6/1/2014      27.752
PENSON WORLDWIDE     12.5   5/15/2017        41.5
POWERWAVE TECH      3.875   10/1/2027      20.375
POWERWAVE TECH      3.875   10/1/2027      18.941
RAD-CALL06/12       9.375  12/15/2015       101.8
REDDY ICE HLDNGS     10.5   11/1/2012        55.5
REDDY ICE CORP      13.25   11/1/2015        28.2
RESIDENTIAL CAP       6.5   4/17/2013          19
RESIDENTIAL CAP     6.875   6/30/2015        18.5
ISTAR FINANCIAL       5.5   6/15/2012         100
THORNBURG MTG           8   5/15/2013           8
TOUSA INC               9    7/1/2010        16.9
TOUSA INC               9    7/1/2010          31
TRAVELPORT LLC     11.875    9/1/2016      35.125
TRAVELPORT LLC     11.875    9/1/2016       39.25
TIMES MIRROR CO      7.25    3/1/2013        31.5
TRIBUNE CO           5.25   8/15/2015      36.815
TRICO MARINE            3   1/15/2027        0.75
TRICO MARINE            3   1/15/2027       0.031
TERRESTAR NETWOR      6.5   6/15/2014          10
TEXAS COMP/TCEH         7   3/15/2013          15
TEXAS COMP/TCEH     10.25   11/1/2015      21.625
TEXAS COMP/TCEH     10.25   11/1/2015        22.5
TEXAS COMP/TCEH     10.25   11/1/2015          23
TEXAS COMP/TCEH        15    4/1/2021       33.75
TEXAS COMP/TCEH        15    4/1/2021        29.5
USEC INC                3   10/1/2014          39
WASH MUT BANK FA    6.875   6/15/2011        0.01
WASH MUT BANK FA     5.65   8/15/2014        0.01
WASH MUT BANK FA    5.125   1/15/2015        0.01
WASH MUT BANK NV     6.75   5/20/2036       0.875



                            *********

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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