TCR_Public/120605.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, June 5, 2012, Vol. 16, No. 155

                            Headlines

A NAVAS: Voluntary Chapter 11 Case Summary
ADAMS PRODUCE: Employees Group Wants to Probe Bank Lender
AMERICAN CASINO: Moody's Affirms 'B3' CFR, Rates Sr. Notes 'B3'
AMERICAN ORIENTAL: NYSE Suspends Trading of Common Stock
ANDERSON NEWS: Judge Denies Affiliates Bid to Remove Clawback Suit

ASARCO LLC: Says Union Pacific Must Aid in $214M Superfund Deal
AUTOPARTS HOLDINGS: S&P Lowers Corporate Credit Rating to 'B'
BERNARD L. MADOFF: Trustee Files Suit vs. Credit Agricole, Others
BERNARD L. MADOFF: Trustee Files Claw Back Suit vs. Societe
BICENT POWER: Creditors Object to Ch. 11 Plan for Lack of Info

BOTHELL RETAIL: Case Summary & 2 Largest Unsecured Creditors
BOYD GAMING: S&P Prelim. Rates $300-Mil. Senior Notes 'B'
BROADSIGN INTERNATIONAL: Jedfam Group Acquires Business
CDC CORP: Files Notice of Transfer of Interest in CDC GS
CHICAGO, IL: S&P Cuts Rating on 2001A Revenue Bonds to 'BB+'

CHUKCHANSI ECONOMIC: Moody's Assigns 'Caa2' Corp. Family Rating
CINRAM INTERNATIONAL: Fund's Lenders Extend Waiver to June 30
CNO FINANCIAL: Fitch Holds Rating on Three Loan Classes at Low-B
COALINGA REGIONAL: S&P Cuts Rating on 2003 GO Bonds to 'B'
COALINGA REGIONAL: S&P Cuts Rating on 2008 Series A, B COPs to 'B'

COMSTOCK RESOURCES: S&P Rates $250MM Senior Unsecured Notes 'B-'
CONCENTRIC VISION: Case Summary & 15 Largest Unsecured Creditors
CONSOLIDATED CONTAINER: S&P Puts 'B' Corp. Credit Rating on Watch
CONSTRUCTORA DE HATO: Amends Schedules of Assets and Liabilities
COUNTRYWIDE FINANCIAL: AIG Can't Pursue Some Claims in $10B Suit

DBSI INC: Judge Bars Trustee to Add Hundreds of Defendants
DEWEY & LEBOEUF: PBGC Asks Court to Terminate Pension Plans
DEWEY & LEBOEUF: Rough Road Ahead for Attorneys, Experts Say
DGSE COMPANIES: NYSE Amex Extends Compliance Deadline to Oct. 31
DOUGLAS COPENHAVER: Lawsuit May Violate Bankruptcy Stay

DS WATERS: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
DYNEGY HOLDINGS: Court OKs New Wells Fargo Building Contract
DYNEGY HOLDINGS: Asked to Pay Newburgh Property Taxes
ENCOMPASS SERVICES: 5th Cir. Rules on Insurers' Allocation Dispute
ERICKSON RETIREMENT: Suit v. Founder Moves to Maryland Dist. Ct.

ESCONDIDO COUNTRY: Case Summary & 20 Largest Unsecured Creditors
EVERGREEN ENERGY: Trustee Files Lawsuit Against Ex-Director
EVERGREEN SOLAR: Files Modified Plan of Liquidation
FLOWSERVE CORPORATION: Moody's Reviews 'Ba1' Rating for Upgrade
FREEDOM COMMS: Completes Sale of Four Newspapers to Versa Unit

FRONTIER INSURANCE: Court Denies Approval of Rehabilitation Plan
FTS INT'L: S&P Cuts Corp. Credit Rating to 'B'; Outlook Negative
GAYLORD ENTERTAINMENT: Moody's Affirms 'B3' Corp. Family Rating
GENERAL MOTORS: Pension Actions No Impact on Moody's 'Ba1' Rating
GETTY PETROLEUM: Creditors File Amended Plan, Call for Liquidation

GRACEWAY PHARMA: Distributor's Bid to Cut Debt Violates Contract
GREENWICH SENTRY: Hedge Funds Barred From Plan Distribution
HARRISBURG, PA: Mayor Continues Push for Bankruptcy
HEARTHSTONE HOMES: Court Oks Trustee's Hiring of McGrath North
HEARTHSTONE HOMES: Trustee Wants Creditors Committee Disbanded

HEMCON MEDICAL: Has Court's Interim Okay to Use Cash Collateral
HEMCON MEDICAL: U.S. Trustee Appoints 3-Member Creditor's Panel
HEMCON MEDICAL: Creditor's Panel Wants Greene & Markley as Counsel
HEMCON MEDICAL: Taps Miller Nash as Special Purpose Counsel
HEMCON MEDICAL: Taps Tonkon Torp as Chapter 11 Counsel

HEMCON MEDICAL: Wants to Hire Obsidian Finance as Fin'l Consultant
HOLLAND HOME: Fitch Rates $50.2 Million Revenue Bonds 'BB+'
HOLLYFRONTIER CORP: S&P Affirms 'BB+' Corporate Credit Rating
HOSTESS BRANDS: ACE Objects to ADR Plan for Tort Claims
ICG REAL ESTATE: Files Schedules of Assets and Liabilities

JEFFERSON COUNTY, AL: June 6 Hearing on Committee Appointment
JEFFERSON COUNTY, AL: Judge Extends Temporary Deal Over Cash Use
KENTUCKIANA MEDICAL: Finalizes $10MM Granger Investment Deal
KLN STEEL: Court Approves Sale-Based Chapter 11 Plan
LAST RUN: Case Summary & 20 Largest Unsecured Creditors

LEHMAN BROTHERS: To Buy Archstone Stake for $1.58 Billion
LEHMAN BROTHERS: Has Deal With Administrator of German Unit
LEHMAN BROTHERS: Proposes Settlement With Sumitomo
LIBERTY TIRE: Moody's Downgrades CFR to 'Caa1'; Outlook Negative
LIGHTSQUARED INC: Senator Criticizes FCC, White House

LINKOUS LAND: Case Summary & 3 Largest Unsecured Creditors
M WAIKIKI: Marriott Claim Pegged at $18.4 Million
MARIANA RETIREMENT FUND: Court Dismisses Ch.11; Appeal Mulled
MARKWEST ENERGY: Fitch Affirms 'BB' IDR & Senior Unsecured Rating
MCMULLEN'S LANDING: Case Summary & 3 Largest Unsecured Creditors

MEDIMEDIA USA: S&P Lowers CCR to 'CCC+' on Liquidity Stress
MF GLOBAL: Liquidating Trustee Has Report on Probe
MONGE PROPERTY: Case Summary & 9 Largest Unsecured Creditors
MT'S CHOP: Case Summary & 20 Largest Unsecured Creditors
NEI: Receives Non-Compliance Notification From NASDAQ

NEWPAGE CORP: Wants Suit Over $1.7 Billion LBO Kept Under Wraps
NTELOS INC: Moody's Downgrades CFR to 'B1'; Outlook Stable
O&S TRUCKING: Files for Chapter 11; Mulls Partnership to Survive
ORLANDO, FL: Fitch Affirms Rating on Two Bond Classes at Low-B
PARKWAY VILLAGE: Case Summary & 9 Largest Unsecured Creditors

PEMCO WORLD: Creditors Seek to Recover 'Fraudulent' Fees
PENINSULA HOSPITAL: Lori Lapin Jones Named Chapter 11 Trustee
PENINSULA HOSPITAL: Court OKs Loeb & Troper as Advisor & Broker
PENINSULA HOSPITAL: Court OKs BDO USA as Ch.11 Trustee's Auditor
PENINSULA HOSPITAL: Examiner Can Hire Giambalvo as Accountant

PERFORMANCE METER: Case Summary & 20 Largest Unsecured Creditors
PETTERS GROUP: GE, Law Firm to Pay $32.5M to Settle Clawback Suits
PETTERS GROUP: Judge Dismisses Fraud Suit Against Fredrikson
PHARMACEUTICAL RESEARCH: S&P Gives 'B+' Corporate Credit Rating
PREFERRED PROPPANTS: Moody's Corrects March 28 Ratings Release

PRINCE SPORTS: TSA Stores, ACE American Object to Licensing Deal
PROVIDENCE, R.I.: Sets Deal to Curb Pensions, Prevent Bankruptcy
REDDY ICE: Emerges From Chapter 11 Bankruptcy
REGENCY ENERGY: S&P Affirms 'BB' CCR; Outlook Stable
RESIDENTIAL CAPITAL: Wants Mortgage-Backed Securities Suits Halted

RESIDENTIAL CAPITAL: Seeks to Halt Funding of HELOC Draw Requests
RESIDENTIAL CAPITAL: Wins Interim Nod to Pay Taxes and Fees
SAN DIEGO HOUSING: S&P Cuts Rating on 2002A Revenue Bonds to 'B-'
SCIENTIFIC GAMES: S&P Affirms 'BB' CCR; Outlook Revised to Stable
SHINER CHEMICALS: Counsel Quits Amid "Breakdown in Communication"

SPRINGLEAF FINANCE: Moody's Cuts CFR to 'Caa1'; Outlook Negative
STOCKTON PUBLIC: S&P Lowers SPUR on Revenue Bonds to 'BB+'
STOCKTON, CA: Council Plans Vote on Bankruptcy Authorization
STORM LAKE: Case Summary & 4 Largest Unsecured Creditors
STRATHMORE SQUARE: Case Summary & 8 Largest Unsecured Creditors

SUGARHOUSE HSP: S&P Affirms 'B-' Corp. Credit Rating; Outlook Pos
TRAFFIC CONTROL: Court OKs Latham & Watkins as Bankr. Counsel
TRAFFIC CONTROL: Court Approves Young Conaway as Co-Counsel
TRIUMPH GROUP: S&P Affirms 'BB' Corp. Credit Rating; Outlook Pos
TRONOX INC: Kerr-McGee Adviser Grilled on Spinoff Plans

TRONOX INC: Witnesses Look to Build Contamination Case
UNITED WESTERN: Overbid and Auction Procedures Approved
UNITED WESTERN: FDIC-R Withdraws Automatic Stay Motion
UNIVAR INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
VORNADO REALTY: Fitch Affirms Rating on Preferred Stock at 'BB+'

* RLJ Acquires Two Hotels via Bankruptcy

* Moody's: Sequestration Cuts May Hit Aerospace & Defense Sector
* Moody's Says US Newspaper Industry Outlook Negative

* Calif. Assembly OKs Bill to Retool City Pre-Bankruptcy Process

* Andrew Lederman Heads JSBarkats' NY Bankruptcy Practice
* Irell & Manella's H. Steinberg Moves to Greenberg Traurig
* Bryant Burgher Partners File $1MM Suit Over Soured Partnership
* Stutman Bankruptcy Expert J. Krause Joins Gibson Dunn

* Large Companies With Insolvent Balance Sheets

                            *********

A NAVAS: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: A Navas Party Production, Inc.
        12248 SW 133rd Court
        Miami, FL 33186

Bankruptcy Case No.: 12-23602

Chapter 11 Petition Date: May 31, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Johnny A. Gaspard, Esq.
                  JOHNNY A. GASPARD, PLLC
                  6625 Miami Lakes Dr # 231
                  Miami Lakes, FL 33014
                  Tel: (305) 827-8087
                  E-mail: j.gaspard@jag1law.com

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

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

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

The petition was signed by Jose E. Navarette, secretary.


ADAMS PRODUCE: Employees Group Wants to Probe Bank Lender
---------------------------------------------------------
An Ad Hoc Committee of Non-Insider Employees, which purports to
represent all former non-insider employees of Adams Produce
Company LLC and Adams Clinton Business Park LLC, asks the Court to
require PNC Bank, National Association to produce various
documents related to its relationship with the Debtor for review
by the Committee.

The group notes the Debtor and various pleadings filed by PNC
indicate the Debtor had various prepetition loans with PNC.  The
bank, however, has not filed a proof of claim with documents
supporting its secured claim against the Debtor.

The group seeks to investigate the status of PNC?s claims against
the Debtor in an effort to locate unencumbered assets to
facilitate payment of the Debtor?s former employees.

The probe will include the conduct of, and relationships among,
PNC and the Debtor and others with respect to Debtor?s business
and financial affairs during PNC?s loan relationship with the
Debtor and the transactions carried out.

The group is represented by:

          Brian R. Walding, Esq.
          WALDING LLC
          505 20th Street North, Suite 620
          Birmingham, AL 35203

                       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.


AMERICAN CASINO: Moody's Affirms 'B3' CFR, Rates Sr. Notes 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to American Casino
& Entertainment Properties LLC's ("ACEP") proposed $310 million
guaranteed senior secured notes due 2019. ACEP's B3 Corporate
Family and Probability of Default ratings and B3 senior secured
notes rating were affirmed. ACEP has a negative rating outlook and
an SGL-3 Speculative Grade Liquidity rating.

Proceeds from the proposed $310 million senior secured notes along
with borrowings under the new $50 million revolving credit
facility (not rated) and cash on hand will be used to re-finance
the company's existing $375 million 11% senior secured notes due
June 15, 2014.

The affirmation of ACEP's B3 Corporate Family Rating reflects
Moody's expectation that the company's given leverage will remain
high over the foreseeable future given the continued challenging
gaming environment in the Las Vegas gaming markets. ACEP's revenue
and EBITDA are heavily concentrated in the Las Vegas area. The B3
rating on the proposed senior secured notes considers that it will
reflect a preponderance of ACEP's debt capital structure.

ACEP's Debt/EBITDA for the 12-month period ended March 31, 2012
was about 5.4 times. This high leverage is a key rating concern
particularly given ACEP's market concentration along with its
relatively small size in terms of revenue. Combined, Moody's
believes these factors expose the company to small changes in
consumer demand trends as well as potentially limit the company's
longer-term financing options compared to larger, more diversified
gaming operators.

The negative rating outlook reflects Moody's view that ACEPS'
operating results will continue to be pressured as the operating
environment in Las Vegas gaming market remains challenging, and
the company's relatively high cost of debt capital. Combined,
Moody's believes these factors make ACEP vulnerable to any
weakening in consumer demand.

Although the successful completion of the proposed note
transaction as currently planned is not expected to result in a
higher rating, it could result in an outlook revision to stable
from negative if the transaction closes as anticipated, as well as
an upgrade of the company's Speculative Grade Liquidity Rating to
SGL-2 from SGL-3. The proposed transaction is designed to lower
ACEP's debt cost of capital, materially extend its debt maturity
profile, and provide the company with a revolving credit facility,
factors that Moody's believes would materially improve ACEPs
liquidity as well as support a stable outlook.

New rating assigned:

$310 million guaranteed senior secured notes due 2019 at B3
(LGD 4, 57%)

Ratings affirmed:

Corporate Family Rating at B3

Probability of Default Rating at B3

$375 million 11% guaranteed senior secured notes due June 15,
2014 at B3 (LGD 3, 47%)

Speculative Grade Liquidity rating at SGL-3

Negative ratings outlook

Rating Rationale:

ACEP's B3 Corporate Family Rating reflects the company's small
size and high leverage. It also recognizes the company's
significant revenue concentration in and around the Las Vegas area
gaming markets. Positive rating consideration is given to Moody's
expectation that ACEP can generate sufficient earnings to support
interest, capital spending, and a modest amount of absolute debt
reduction.

ACEP's ratings could be downgraded if debt/EBITDA rises above 6.0,
EBITDA less CAPEX/interest -- currently at about 1.2 times
-- drops below 1.0 times, or if liquidity deteriorates for any
reason. A higher rating would require that ACEP achieve and
maintain debt/EBITDA below 3.5 times and EBIT/interest expense
around 1.5 times. A higher rating would also require an improved
liquidity profile.

The principal methodology used in rating American Casino &
Entertainment Properties, LLC 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.

American Casino & Entertainment Properties, LLC owns and operates
3 gaming properties in Las Vegas, NV -- the Stratosphere on the
Las Vegas Strip, Arizona Charlie's Decatur and Arizona Charlie's
Boulder in the Las Vegas locals market -- and one property in
Laughlin, NV (Aquarius). Annual revenue is approximately $340
million.


AMERICAN ORIENTAL: NYSE Suspends Trading of Common Stock
--------------------------------------------------------
American Oriental Bioengineering, Inc. received written
notification on May 25, 2012, from the NYSE Regulation, Inc.
staff, on behalf of the New York Stock Exchange LLC, that the
staff had determined to immediately suspend trading in the common
stock of the Company and file a delisting application with the
United States Securities and Exchange Commission pursuant to
Section 804.00 of the Listed Company Manual.  The staff stated in
its notice that it had determined that the Company no longer meets
the standard for continued listing on the NYSE and that it is
necessary and appropriate for the protection of investors to
immediately suspend trading in its common stock and initiate
delisting proceedings. Trading in the Company's common stock on
the NYSE had been halted since March 16, 2012.

As a result of the above actions, on Tuesday, May 29, 2012, the
Company's common stock commenced quotation on the OTC Markets
under the ticker symbol "AOBI."

American Oriental is a pharmaceutical company dedicated to
improving health through the development, manufacture and
commercialization of a broad range of prescription and over the
counter products.


ANDERSON NEWS: Judge Denies Affiliates Bid to Remove Clawback Suit
------------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that U.S. District
Judge Leonard P. Stark turned down a request by affiliates of
Anderson News LLC to withdraw an adversary proceeding seeking to
claw back potentially more than $100 million from the affiliates.

According to Law360 Judge Stark said the relief requested wasn't
warranted. He denied the February motion by Anderson Management
Services Inc., Anderson Media Corp. and others to move to a
district court the adversary proceeding brought by publishers who
are owed $68.6 million in the Anderson News bankruptcy.

                        About Anderson News

Anderson News LLC is a sales and marketing company for books and
magazines.  Anderson News ceased doing business in February 2009,
and was the subject of an involuntary bankruptcy filing (Bankr. D.
Del. 09-_____) on March 2, 2009, on which an order for relief was
entered on Dec. 30, 2009.  The publishing companies claimed that
Anderson News owes them a combined $37.5 million.  Anderson News
converted the case to a voluntary chapter 11 case on the same day.


ASARCO LLC: Says Union Pacific Must Aid in $214M Superfund Deal
---------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that Asarco LLC fired
off a suit in Arizona federal court Wednesday claiming Union
Pacific Railroad Co. failed to contribute nearly half of a
$214 million lead contamination settlement approved as part of
Asarco's Chapter 11 reorganization in 2009.

Union Pacific wrongly claimed that a separate $25 million
settlement it reached with the government in June 2011 negated its
duty to contribute to the Superfund deal, which resolved claims
over contamination at a smelter facility in Omaha, Neb., according
to the complaint.

                          About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


AUTOPARTS HOLDINGS: S&P Lowers Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lake Forest, Ill.-based Autoparts Holdings Ltd. to 'B'
from 'B+'. The outlook is stable.

"At the same time, we lowered the issue ratings on Autoparts'
first- and second-lien secured debt. The recovery ratings remain
unchanged," S&P said.

"The ratings on Autoparts Holdings Ltd. reflect its 'fair'
business risk profile, characterized by low double-digit margins
and its concentrated customer base," said Standard & Poor's credit
analyst Robyn Shapiro.

"The ratings also reflect the company's 'highly leveraged'
financial risk profile. Autoparts' ownership by an affiliate of
New Zealand private investor Graeme Hart's Rank Group Ltd.
contributes to the financial risk assessment. Standard & Poor's
views Autoparts' liquidity as 'less than adequate.'

"We estimate Autoparts' 2012 sales to be flat year over year
because many of its products are consumables for which demand
depends on the amount of miles driven," Ms. Shapiro said. "We view
Autoparts' free cash flow generation as low relative to its debt
load, but its ability to generate positive free cash is also
important to the rating."

In the near term, the cost of restructuring and capital spending
likely will suppress free cash flow, but by 2013 Autoparts could
be able to convert about 100% of net income to free cash flow.


BERNARD L. MADOFF: Trustee Files Suit vs. Credit Agricole, Others
-----------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that the
trustee recovering for victims of Bernard L. Madoff's Ponzi scheme
filed two clawback lawsuits against Credit Agricole SA, Northern
Trust Corp. and Barfield Nominees Ltd. that could garner nearly
$77 million for bilked investors.

Law360 relates that Trustee Irving H. Picard alleges that between
2002 and 2008, Northern Trust received at least $70 million and
Credit Agricole received about $6.7 million in transfers from
Madoff feeder funds Fairfield Sentry Ltd. and Kingate Global Fund
Ltd.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Trustee Files Claw Back Suit vs. Societe
-----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the trustee
liquidating the Bernard L. Madoff Investment Securities LLC estate
filed new suits seeking to claw back $212 million from a number of
banks, saying they're subsequent transferees of money from the
Ponzi scheme's biggest feeder funds.

Irving Picard -- who's spent months targeting alleged recipients
of fraudulent transfers from Bernard Madoff's scheme as the
trustee appointed under the Securities Investor Protection Act --
is seeking $162.9 million from Societe Generale Private Banking
(Suisse) SA and a number of related entities, according to Law360.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BICENT POWER: Creditors Object to Ch. 11 Plan for Lack of Info
--------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Centennial Energy
Holdings Inc. on Friday objected to the disclosure statement for
Bicent Holdings LLC's reorganization plan, saying the bankrupt
power plant operator is denying vital information to unsecured
creditors who are getting stiffed in the bankruptcy.

In filing its objection, Centennial -- which is suing Bicent over
a botched power plant project in Hobbs, N.M. -- has joined another
creditor, Lea Power Partners LLC, which lodged a similar objection
in Delaware bankruptcy court earlier in the week, according to
Law360.

                         About Bicent Power

Bicent Holdings LLC and 12 of its affiliates sought bankruptcy
protection under Chapter 11 (Bankr. D. Del. Lead Case No.
12-11304) on April 23, 2012.  Bicent, based in Lafayette,
Colorado, owns and operates two generating facilities: Hardin, a
120-megawatt coal-fired plant about 40 miles southeast of
Billings, Montana, and San Joaquin, a 48-megawatt natural gas-
fired facility about 70 miles east of San Francisco in Lathrop,
California.

Bicent Holdings is owned by non-debtor Bicent Prime Holdings,
which is 87.1%-owned by Natural Gas Partners VIII LP, Natural Gas
Partners IX LP and NGP IX Offshore Holdings LP and 12.9 percent-
owned by Beowulf (Bicent) LLC.

In their petitions, Bicent Holdings estimated under $50,000 in
assets and $50 million to $100 million in debts.  Bicent Power
estimated $100,000 to $500,000 in assets and $500 million to
$1 billion in debts.  The petitions were signed by Christopher L.
Ryan, chief financial officer.

Judge Kevin Gross oversees the case.  The Debtors have tapped
Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; Moelis
& Company LLC, as financial advisor, and Paul, Weiss, Rikfind,
Wharton & Garrison LLP as corporate counsel.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.


BOTHELL RETAIL: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bothell Retail, LLC
        17318 Bothell Way NE
        Bothell, WA 98011-1904

Bankruptcy Case No.: 12-15838

Chapter 11 Petition Date: May 31, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Dallas W Jolley, Jr., Esq.
                  4707 S Junett St., Suite B
                  Tacoma, WA 98409
                  Tel: (253) 761-8970
                  E-mail: dallas@jolleylaw.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/wawb12-15838.pdf

The petition was signed by Brian Patrick O'Neill, member.


BOYD GAMING: S&P Prelim. Rates $300-Mil. Senior Notes 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary issue-
level and recovery ratings to Las Vegas-based Boyd Gaming Corp.'s
proposed $300 million senior notes due 2020. "We assigned the
notes our preliminary 'B' issue-level rating and a preliminary
recovery rating of '4', indicating our expectation for average
(30% to 50%) recovery for lenders in the event of a payment
default. Boyd plans to use the proceeds to repay outstanding
borrowings under its revolving credit facility, which were drawn
to finance a portion of the purchase price for its acquisition of
Peninsula Gaming LLC. Boyd will also permanently reduce the size
of the revolver by $150 million, which represents the amount of
increased revolving commitments that became effective and were
funded May 30, 2012," S&P said.

"We will finalize our ratings on the proposed senior notes and
resolve our CreditWatch listing on the existing senior notes in
conjunction with the closing of the notes offering and the
permanent reduction in revolving credit facility commitments," S&P
said.

"Our corporate credit rating on Boyd is 'B' and the rating outlook
is stable. Our 'B' corporate credit rating on Boyd reflects our
assessment of its financial risk profile as 'highly leveraged' and
our assessment of its business risk profile as 'fair', according
to our criteria," S&P said.

"Our corporate credit rating on Boyd was unaffected by its
announcement earlier this month that it entered into a definitive
agreement to purchase Peninsula Gaming LLC for a total
consideration of $1.45 billion. Boyd has obtained committed
financing for the transaction, which would include $200 million in
cash and about $1.3 billion in debt at the Peninsula subsidiary.
The transaction remains subject to various closing conditions and
receipt of required regulatory approvals, and Boyd expects the
transaction to close by the end of 2012," S&P said.

"The purchase price represents an EBITDA multiple of about 7x,
based on Peninsula's trailing-12-month EBITDA of $109 million at
its Iowa and Louisiana properties; an annualized run-rate for
Kansas Star based on its first-quarter 2012 EBITDA of $26.8
million; and corporate expenses of $10 million. In addition to the
purchase price, Boyd will make an additional payment in 2016 if
Peninsula's Kansas Star property generates EBITDA in excess of
$105 million in 2015," S&P said.

"We believe the proposed acquisition will strengthen Boyd's
business risk profile, as Peninsula's assets face limited
competition, have high EBITDA margins compared with other
commercial gaming operators, and are relatively good quality
assets. Additionally, the transaction improves Boyd's geographic
diversity and further lessens its reliance on the Las Vegas locals
market, which has been more challenged than other markets in
recent years. However, based on the proposed terms of the
transaction and incorporating our performance expectations for
Boyd's and Peninsula's operating performance, we expect the
consolidated Boyd and Peninsula entity will remain highly
leveraged at more than 7.5x over the intermediate term. We view
this level of leverage as aligned with a 'B' corporate credit
rating, notwithstanding the improvement to Boyd's business risk
profile," S&P said.

"In 2012, we expect Boyd's consolidated EBITDA (excluding the
Peninsula assets) to grow about 15%, incorporating the addition of
recently acquired Biloxi, Miss.-based casino IP to its portfolio,
modest growth at its Las Vegas locals and Midwest and South
segments, and low- to mid-single-digit growth for Downtown Las
Vegas. In 2012, we expect Peninsula will experience substantial
revenue and EBITDA growth, approximately 50% and 75%,
respectively, benefiting from the recent opening of its Kansas
Star property. We continue to expect Boyd will maintain modest
covenant cushion over the next few quarters; however, we expect
covenant cushion will be thin as both the senior secured and total
leverage covenants tighten further in the fourth quarter of 2012
and in 2013. However, we believe Boyd would be successful in
securing an amendment, if necessary, or in executing additional
capital markets transactions that would alleviate covenant
pressure," S&P said.

RATINGS LIST
Boyd Gaming Corp.
  Corporate Credit Rating      B/Stable/--

Ratings Assigned
  $300M sr notes due 2020      B (prelim)
    Recovery Rating            4 (prelim)


BROADSIGN INTERNATIONAL: Jedfam Group Acquires Business
-------------------------------------------------------
BroadSign International, Inc., has been acquired by JedFam Group,
LLC almost three months after it filed for protection under
Chapter 11 of the United States Bankruptcy Code.  The Bankruptcy
Court recently approved a sale of BSI's assets to JedFam, and BSI
will emerge from bankruptcy as BroadSign International, LLC. and
Brian Dusho will remain as Chief Executive Officer of the digital
signage software provider.

"Today marks the start of a new chapter for BroadSign," said Brian
Dusho.  "Thanks to widespread support from our lenders, customers,
partners and friends, our operations have remained robust through
this process."  Mr. Dusho reported that BroadSign has experienced
unprecedented growth in recent months. "I am especially grateful
to our employees around the world whose continued hard work and
focus have been instrumental in enabling us to reach this
achievement and who will be important contributors to our future
success," he said.

                          About BroadSign

BroadSign International Inc., a Boise, Idaho-based developer of
software for digital signs, filed a Chapter 11 petition (Bankr.
D. Del. Case No. 12-10789), estimating assets of less than
$10 million and debts of up to $50 million.

Kevin Scott Mann, Esq., at Cross & Simon, LLC, serves as
bankruptcy counsel to the Debtor, SSG Capital Advisors, LLC, is
the investment banker, and Walker, Truesdell, Roth & Associates,
is the provider of staffing services.


CDC CORP: Files Notice of Transfer of Interest in CDC GS
--------------------------------------------------------
BankruptcyData.com reports that CDC Corp. filed with the U.S.
Bankruptcy Court a notice that it will transfer its 51% interest
in CDC GS Consulting Services (China) Limited (a joint venture
company incorporated in Hong Kong) to Multi Gold Source Limited
(who is the holder of the 49% interest in the joint venture
company) for $55,000.

                          About CDC Corp.

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

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

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

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

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


CHICAGO, IL: S&P Cuts Rating on 2001A Revenue Bonds to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Chicago, Ill.'s (Ginnie Mae collateralized - Ike Sims Village)
multifamily housing revenue bonds series 2001A to 'BB+' from
'AA+'. The outlook is stable. The bonds are secured by Ginnie Mae
mortgage-backed securities.

"The downgrade is based on our view of the project's reliance on
short-term market rate investments," said Standard & Poor's credit
analyst Renee J. Berson.

The rating reflects S&P's view of revenues from mortgage debt
service payments and investment earnings are insufficient to pay
full and timely debt service on the bonds plus fees beyond 2029.
Asset/liability parity is 103.27% as of May 15, 2012.

Credit strengths include S&P's view of:

- investments held in Dreyfus Treasury Cash management money
   market fund (AAAm); and

- the high credit quality of the Ginnie Mae mortgage-backed
   securities, which S&P considers 'AA+' eligible under S&P's
   rating criteria.

"Standard & Poor's has analyzed available updated financial
information based on our current stressed reinvestment rate
assumptions for all scenarios as set forth in the related criteria
articles. We believe the bonds are unable to meet all bond costs
from transaction revenues until maturity, assuming these
reinvestment earnings," S&P said.


CHUKCHANSI ECONOMIC: Moody's Assigns 'Caa2' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service revised Chukchansi Economic Development
Authority's Probability of Default rating to Caa2/LD from Ca
following a completion of a series of debt restructuring
transactions which Moody's views as a distressed exchange. In
approximately three business days, Moody's will remove the LD
designation from the PDR which will remain at Caa2.

At the same time, Moody's raised Chukchansi's Corporate Family
Rating ("CFR") to Caa2 from Ca and revised its rating outlook to
stable from negative to reflect its modestly improved leverage and
debt maturity schedule as a result of the transactions. Moody's
also assigned a Caa2 rating to the Authority's 9.75% $251 million
senior secured second lien notes due 2020 ("New Notes").

The debt restructuring involved the completion of: (1) a cash
tender offer to acquire 8% senior notes due 2013 and floating
senior note due 2012 ( together known as "Old Notes") at certain
discounts for a total consideration of approximately $30 million;
(2) an exchange offer to exchange all the Old Notes not purchased
by the Authority in the cash tender offer for the New Notes at
certain discounts; and (3) a consent solicitation from the holders
of the Old Notes to certain proposed amendments and waivers to the
Indenture governing the Old Notes. The Authority announced on May
30, 2012 that it had completed the transaction and approximately
98% of all Old Notes previously outstanding were either tendered
or submitted for exchange.

Following the tender offer and exchange, approximately $6.9
million of the Old Notes remains outstanding. The Ca rating of
these Old Notes remains unchanged.

The rating actions are as follows:

Ratings assigned:

- $251 million second lien secured notes due 2020 at Caa2
   (LGD3, 49%)

Ratings revised :

- Corporate Family Rating to Caa2 from Ca

- Probability of Default Rating to Caa2/LD from Ca

Ratings unchanged:

- $110 million ($5.5 million outstanding post transaction)
   Floating Rate Senior Notes due November 2012 at Ca (LGD 6,
   96%)

- $200 million($1.4 million outstanding post transaction) 8%
   Senior Notes due November 2013 at Ca (LGD 6, 96%)

Ratings Rationale

The upgrade of CFR to Caa2 from Ca was prompted by the extension
of the Authority's debt maturity profile as a result of the
restructuring, resulting in an improved liquidity position.
Further, the upgrade considered the modest reduction in the
Authority's debt balance achieved through the use of the cash
tender offer and the debt exchange, both at certain discounts.

However, the Caa2 CFR also acknowledges the Authority's still
significant financial leverage (around 6.0x debt/EBITDA after
adjusting for tribal distributions) despite the modest debt
reduction from the transaction, as well as the higher cash
interest cost on the New Notes that will weaken the Authority's
free cash flow generation. In addition, the rating also
incorporates the continued economic challenges in Chukchansi's
primary feeder market as evidenced by the stubbornly high
unemployment rate of approximately 15% in Fresno, CA, and a
potential significant increase in new competition in the next few
years. There are currently two new gaming facilities that could be
developed/built within 30 miles of the Authority's casino, subject
to regulatory approval and other conditions. Moody's expects that
if and when these facility's are successfully developed,
Chukchansi's current facility will likely face significant
competitive pressure given the new competition's closer proximity
to the authority's main customer base and the comparatively newer
facilities.

"While the restructuring has addressed the near-term refinancing
risk, the viability of the post-restructuring capital structure,
with no material deleveraging expected in the next few years,
could be called into question again if the new competition
materializes," stated Moody's lead analyst, John Zhao.

The stable rating outlook reflects Chukchansi's improved debt
maturity profile and expected adequate liquidity position in the
next 12 months. The stable outlook also anticipates that the
Authority will be able to generate positive, albeit modest, free
cash flow over the next two years.

While unlikely in the near term, positive rating pressure could
develop if the Authority is able to achieve and sustain a level of
earnings improvement that will result in a significant debt
reduction that could prevent potential further debt restructuring
in the future in light of rising competitive pressures.

Ratings could be downgraded if operating performance and liquidity
deteriorate, such that free cash flow becomes negative on a
sustained basis. The rating could be under pressure if the on-
going reported leadership dispute at the Tribal Council/Board of
Authority results in an adverse impact on the casino's operations
and financial policy.

The Chukchansi Economic Development Authority was formed in June
2001 as a wholly owned enterprise of the Picayune Rancheria of
Chukchansi Indians, a federally-recognized Indian tribe with
approximately 1,250 enrolled members. Chukchansi has operated
since June 2003 the Chukchansi Gold Resort & Casino, a facility
located 35 miles north of Fresno, California. The facility
features a 404-room hotel, 2,000 class III slot machines,
approximately 42 class III table games and seven restaurants.

The principal methodology used in rating Chukchansi Economic
Development Authority 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.


CINRAM INTERNATIONAL: Fund's Lenders Extend Waiver to June 30
-------------------------------------------------------------
Cinram International Income Fund (TSX: CRW.UN) disclosed its first
and second lien senior lenders have agreed to extend their waiver
of certain financial covenants.  These waivers have been extended
to June 30, 2012 but can be terminated under certain circumstances
by the lenders on or after June 10, 2012.

Cinram International Inc. is an indirect, wholly-owned subsidiary
of the Fund

                    About Cinram International

Toronto, Ontario-based Cinram International Inc. --
http://www.cinram.com/-- is one of the world's largest provider
of pre-recorded multimedia products and related logistics
services.  With facilities in North America and Europe, Cinram
International Inc. manufactures and distributes pre-recorded DVDs,
audio CDs, and CD-ROMs for motion picture studios, music labels,
publishers and computer software companies around the world.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services lowered its
ratings on Cinram International, including its long-term corporate
credit rating on the company to 'CC' from 'CCC'.

"We base the downgrade on what we view as Cinram's weak liquidity
position and poor operating performance, with reported revenue and
EBITDA dropping 28% and 79% in 2011, compared with 2010, which
resulted in the company's need for waivers to its financial
covenants. Furthermore, Cinram is in discussions with a number of
counterparties concerning strategic alternatives for the business,
which we believe could lead to a debt restructuring given the
ongoing deterioration in its business. A distressed debt
restructuring would constitute an event of default under our
criteria," S&P said.


CNO FINANCIAL: Fitch Holds Rating on Three Loan Classes at Low-B
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings assigned to CNO Financial
Group, Inc. and its core insurance subsidiaries. The Rating
Outlook is Stable.

CNO Financial's financial profile continues to exhibit the
performance that led to an upgrade of the company's ratings in
February, 2012.

Statutory earnings for CNO Financial were $367 million for 2011
and $94 million for first quarter 2012, which were increases of
102% and 9% over their respective prior years.  Total adjusted
statutory capitalization (TAC) of $1.8 billion at March 31, 2012
was up $47 million or 3% from year-end 2011 while RBC was flat
using Fitch's estimation methods at about 335% at March 31, 2012.
Operating leverage of approximately 13 times (x) at March 31, 2012
also improved from 14.7x at year-end 2011.  Fitch believes the
company will continue to make incremental improvements in capital
as it generates good statutory earnings.

CNO Financial continues to demonstrate a measure of growing
financial flexibility which Fitch views positively.  CNO Financial
reduced its debt level in the first quarter 2012, allowing for
establishment of its first common stock dividend since bankruptcy.
CNO Financial also successfully amended the terms of its bank
credit facility to reflect the decrease in equity in first quarter
2012 from the adoption of the ASU 2010-26 accounting change for
deferred acquisition costs.

Although CNO Financial's financial leverage increased to
approximately 17.1% (excl. AOCI) at March 31, 2012 from 16.3% at
year-end 2011, the increase was due to the accounting change and
remains below Fitch's ratings guidelines for the current rating
level.  The company's total financings and commitments (TFC) ratio
is considered average at 0.64x.  Most of the TFC is derived from
CNO Financial's use of $1.65 billion in Federal Home Loan Bank
borrowing to generate investment income from a spread income
program.

CNO Financial's operating earnings have stabilized and investment
losses have moderated as the company has now produced positive
quarterly net income for over three years.  Fitch notes that first
quarter 2012 GAAP earnings before interest and taxes decreased $7
million or 7% to $81 million, but recognizes most of the decrease
is due to the impact of a litigation settlement and a regulatory
settlement.  Fitch views these settlements, which together total
$30 million, as a favorable development.

Fitch expects the GAAP interest coverage ratio to be in the 5x
range in 2012, which is consistent with 2011 and the rating
category guidelines.

Key rating triggers that could lead to an upgrade include:

  -- Continued generation of stable earnings free of significant
     special charges;

  -- Expansion of cushion versus existing covenant requirements or
     refinancing of the senior secured notes to create a debt
     profile consistent with peer life insurance companies;

  -- Maintaining increased GAAP interest coverage ratio and NAIC
     RBC above 6x and 350%, respectively.

Key rating triggers that could lead to a downgrade include:

  -- Combined NAIC RBC ratio less than 300% and operating leverage
     above 20x;

  -- Deterioration in operating results;

  -- Significant increase in credit-related impairments in 2012;

  -- Financial leverage above 30% and TFC above 0.65x.

Fitch has affirmed the following ratings.

CNO Financial Group, Inc.

  -- IDR at 'BB-';

  -- $293 million 7% due Dec. 30, 2016 at 'B+'.

  -- Senior secured bank credit facility ($246 million outstanding
     at March 31, 2012) due Sept. 30, 2016 at 'BB';

  -- $275 million senior secured note 9% due Jan. 15, 2018 at
     'BB'.

Bankers Life and Casualty Company
Bankers Conseco Life Insurance Company
Colonial Penn Life Insurance Company
Washington National Insurance Company

  -- IFS at 'BBB'.

Conseco Life Insurance Company

  -- IFS at 'BB+'.

The Outlook for all the above ratings is Stable.


COALINGA REGIONAL: S&P Cuts Rating on 2003 GO Bonds to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) on Coalinga Regional Medical Center, Calif.'s 2003 general
obligation (GO) bonds six notches to 'B' from 'BBB'. The outlook
is negative.

"The downgrade reflects declining hospital operations and our
criteria for GO hospital district debt secured by ad valorem taxes
when our view of the underlying creditworthiness of the hospital
itself falls into the 'B' category or lower," said Standard &
Poor's credit analyst David Hitchcock. "In our opinion,
deterioration in the hospital's underlying creditworthiness raises
the risk potential that at some point the hospital district could
file for bankruptcy, as it did previously in 2003, which could
potentially interrupt the ad valorem tax payments pledged to the
bonds," Mr. Hitchcock added.

The rating reflects S&P's view that the underlying
creditworthiness of the medical center itself. In particular, S&P
views these as negative rating factors:

- Declining admissions from the California Department of
   Corrections;

- Reduced reimbursement for the medical center's significant
   skilled-nursing facility (SNF);

- Declining financial operations and cash position; and

- A very small medical staff of 12 active physicians.

"Offsetting positive factors include a low need for capital
investment, with a nine-year average age of plant, and a final
maturity for the series 2003 GO bonds in 2014," S&P said.

"Unlimited ad valorem taxes levied on taxable property within the
district secure the series 2003 GO bonds. Fresno County has the
power and obligation to levy these taxes at the district's request
for the bonds' repayment. The county is required to deposit such
taxes, when collected, into the bonds' interest and sinking fund,
held by the fiscal agent," S&P said.

"The negative outlook reflects our expectation that the medical
center will continue to face operational challenges as a result of
lower inpatient volumes and cuts in state reimbursement for SNF.
We expect that, in the next year, management will maintain
liquidity levels at about year-to-date levels.  Furthermore, we
expect management to bring expenses in line with revenues.
Nevertheless, we anticipate the current fiscal year-end operating
results will be below fiscal 2011 operations," S&P said.

"We would likely lower the rating if liquidity continued to
decline or patient volumes declined further than expected and led
to continued deterioration in operations.  We would likely revise
the outlook to stable if patient volumes stabilize, operations
improve substantially, and liquidity stabilizes at current
levels," S&P said.


COALINGA REGIONAL: S&P Cuts Rating on 2008 Series A, B COPs to 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Coalinga Regional Medical Center, Calif.'s 2008 series A refunding
certificates of participation (COPs) and 2008 series B subordinate
COPs six notches to 'B' from 'BBB'. The outlook is negative.

"We base the downgrade on our view of declining hospital
operations and our criteria for hospital district debt secured by
property taxes when our view of the underlying creditworthiness of
the hospital itself falls into the 'B' category or lower.
In our opinion, deterioration in the hospital's underlying
creditworthiness raises the risk potential that at some point the
hospital district could file for bankruptcy, as it did previously
in 2003, which could potentially interrupt the general property
tax payments pledged to the COPs," S&P said.

The rating reflects S&P's view of the underlying creditworthiness
of the medical center itself. In particular, S&P views the
following as negative rating factors:

- Declining admissions from the California Department of
   Corrections (CDC);

- Reduced reimbursement for the medical center's significant
   skilled-nursing facility (SNF);

- Declining financial operations and cash position; and

- A very small medical staff of 12 active physicians.

Offsetting positive factors include a low need for capital
investment, with a nine-year average age of plant.

"The series 2008A COPs represent an interest in net operations of
the Coalinga Medical Center, and are also secured by property
taxes allocated to the district for general operations from the
district's allocable share of the countywide 1% general property
tax, which does not include a separate unlimited ad valorem
property tax levied for series 2003 general obligation (GO) bonds
(rated 'BBB'). Under an installment sale agreement, the district
has assigned the pledged tax revenue to the trustee for payment of
the series 2008A COPs and requires Fresno County to pay pledged
property general property taxes directly to the bond trustee for
payment to bondholders regardless of the services, if any,
provided by the district hospital over the life of the debt," S&P
said.


COMSTOCK RESOURCES: S&P Rates $250MM Senior Unsecured Notes 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' (one notch
below the corporate credit rating) issue-level rating to Comstock
Resources Inc.'s proposed $250 million senior unsecured note
offering due 2020. "We have assigned a '5' recovery rating to this
debt, indicating our expectation of negligible (10% to 30%)
recovery in the event of payment default," S&P said.

"The 'B-' issue rating incorporates our expectation that the
company will use the proceeds to partly pay down the $610 million
balance under its revolving credit facility (as of March 31,
2012), thereby improving its liquidity to 'adequate' from 'less
than adequate', in our view. Incorporating the notes issuance,
debt paydown, recent asset sales, and associated borrowing base
reductions, we estimate Comstock's liquidity would exceed $300
million, compared with about $94 million as of March 31, 2012,"
S&P said.

"Our 'B' corporate credit rating and negative outlook on Frisco,
Texas-based Comstock Resources remain unchanged. The ratings
reflect our expectation that natural gas prices will remain weak,
which will pressure the company's profitability, while it shifts
capital to oil projects; its small and geographically concentrated
reserve base; its competitive cost structure; and experienced
management team.  Our negative outlook reflects the company's
'less-than-adequate' liquidity (currently) and weaker credit
measures for 2012 and beyond. Near-term improvement in liquidity
hinges upon the successful completion of the company's proposed
notes offering," S&P said.

"We would revise the outlook to stable if this deal gets done on
acceptable terms as it will address our concerns about the
company's tight liquidity to fund its oil development expansion.
We could lower the rating if the company is unsuccessful in
raising sufficient capital and liquidity deteriorates further,"
S&P said.

RATINGS LIST
Comstock Resources Inc.
Corporate credit rating                   B/Negative/--

New rating
Proposed $250 mil sr unsecd nts due 2020  B-
  Recovery rating                          5


CONCENTRIC VISION: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Concentric Vision Investments Corporation
        P.O. Box 220631
        West Palm Beach, FL 33422-0631

Bankruptcy Case No.: 12-23546

Chapter 11 Petition Date: May 31, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Debtor's Counsel: D. Jean Ryan, Esq.
                  RYAN LAW FIRM, P.A.
                  8500 SW 92 St. # 202
                  Miami, FL 33156
                  Tel: (305) 275-2733
                  Fax: (305) 275-2732
                  E-mail: courtmail@ryanlawfirmpa.com

Scheduled Assets: $8,590,248

Scheduled Liabilities: $3,186,804

A copy of the Company's list of its 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb12-23546.pdf

The petition was signed by Victor Barron, president.


CONSOLIDATED CONTAINER: S&P Puts 'B' Corp. Credit Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Consolidated Container, including its 'B' corporate credit rating,
on CreditWatch with negative implications.

"Consolidated Container, a producer of rigid plastic packaging
containers, announced global private investment firm Bain Capital
Partners LLC (not rated) will buy the company. The companies have
not disclosed terms of the definitive agreement to purchase the
privately held business from Vestar Capital Partners (not rated)
and its other investors. We expect the transaction to close during
the third quarter of 2012," S&P said.

"The CreditWatch listing reflects the potential for a downgrade if
increased debt results in a material deterioration of Consolidated
Container's financial risk profile," said Standard & Poor's credit
analyst Henry Fukuchi. "We could affirm the ratings following our
review if business conditions and leverage remain stable or if the
increase in debt is not meaningful enough to result in a lower
rating."

"Consolidated Container produces rigid plastic containers for
dairy products, water, juice, and other beverages; food,
household, and agricultural chemicals; and motor oil. It generated
revenues of about $739 million for the 12 months ended March 31,
2012. The company's product mix is somewhat concentrated. About
49% of revenue comes from dairy and water packaging, which are
commodity-type products and have mature demand patterns. The
company's household chemicals and industrial and specialty
packaging products, which are comparatively higher-margin
businesses, account for about 30% of sales. The company's 'weak'
business risk profile reflects its high customer concentration,
and a highly fragmented and competitive industry structure. Its
significant market share in a relatively stable beverage and
consumer product packaging markets and favorable sales contracts
with its customers somewhat mitigate this."

"We will monitor developments associated with the pending
acquisition and resolve the CreditWatch listing upon review of the
company's financing plans and expected financial profile following
the transaction. The CreditWatch placement indicates that we could
affirm or lower the ratings depending on our review of the
transaction and implications for credit quality," S&P said.


CONSTRUCTORA DE HATO: Amends Schedules of Assets and Liabilities
----------------------------------------------------------------
Constructora De Hato Rey Incorporada filed with the U.S.
Bankruptcy Court for the District of Puerto Rico its amended
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,817,004
  B. Personal Property            $8,884,720
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,127,037
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $128,232
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,592,425
                                 -----------      -----------
        TOTAL                    $10,701,724       $6,847,693

A full-text copy of the schedules are available for free at:

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

The Debtor previously disclosed $10,761,724 in total assets and
$6,855,877 in total liabilities.

                   About Constructora De Hato

San Juan, Puerto Rico-based Constructora De Hato Rey Incorporada
owns parcels of land in Puerto Rico with an aggregate value of
$1.82 million.  It filed a Chapter 11 petition (Bankr. D. P.R.
Case No. 12-02876-11) in Old San Juan, Puerto Rico, on April 13,
2012.  The petition was signed by Waldemar Carmona Gonzalez,
president.  The Debtor is represented by Charles Alfred Cuprill,
Esq., at Charles A. Curpill, PSC Law Office, in San Juan.


COUNTRYWIDE FINANCIAL: AIG Can't Pursue Some Claims in $10B Suit
----------------------------------------------------------------
American Bankruptcy Institute reports that American International
Group Inc. was blocked from pursuing some claims against Bank of
America Corp.'s Countrywide unit that are part of a lawsuit over
$10 billion in losses.

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- originated,
purchased, securitized, sold, and serviced residential and
commercial loans.

In mid-2008, Bank of America completed its purchase of Countrywide
for $2.5 billion.  The mortgage lender was originally priced at
$4 billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


DBSI INC: Judge Bars Trustee to Add Hundreds of Defendants
----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge refused to allow the litigation trustee for DBSI
Inc. to add hundreds of defendants to a suit against broker-
dealers that allegedly profited from the $500 million Ponzi scheme
that sank the real estate investment firm.

The trustee, James R. Zazzali, launched an adversary proceeding in
November 2010 against more than 100 broker-dealers seeking to claw
back $48 million of alleged fraudulent transfers tied to the
scheme. The trustee has since identified and sought to add as
defendants 525 "registered representatives," according to Law360.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee of DBSI Inc. won court
confirmation of its Chapter 11 plan of liquidation, paving the way
for it to pay creditors and avoid years of expensive litigation
over its complex web of affiliates.  The plan, which was declared
effective Oct. 29, 2010, was jointly proposed by DBSI's unsecured
creditors and the bankruptcy trustee in charge of DBSI and its
170-plus affiliates.

Pursuant to DBSI Inc.'s confirmed Chapter 11 plan, the DBSI Real
Estate Liquidating Trust was established as of the effective date
and certain of the Debtors' assets, including the Debtors'
ownership interest in Florissant Market Place was transferred to
the RE Trust.  Mr. Zazzali and Conrad Myers were appointed as the
post-confirmation trustees.  Messrs. Zazzali and Myers are
represented by lawyers at Blank Rime LLP and Gibbons P.C.


DEWEY & LEBOEUF: PBGC Asks Court to Terminate Pension Plans
-----------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that the Pension
Benefit Guaranty Corp. on Friday asked a New York federal court to
terminate Dewey & LeBoeuf LLP's retirement plans, weeks after it
filed a lawsuit in which it claimed the plans were underfunded by
more than $80 million.

In its motion for summary judgment, Law360 relates, the
independent governmental insurance program for private pension
benefit plans argued that Dewey's three pension funds will be
unable to pay benefits when they become due and may cause
significant losses if they are not terminated.

                       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.


DEWEY & LEBOEUF: Rough Road Ahead for Attorneys, Experts Say
------------------------------------------------------------
Megan Leonhardt at Bankruptcy Law360 reports that experts said
associates left behind at Dewey & LeBoeuf LLP may have to put
their BigLaw ambitions on hold to find employment, including
taking jobs at smaller firms or temporary work, and some may end
up forced out of the legal industry altogether,.

Bankruptcy Law360 said in a separate report that the demise of
Dewey & LeBoeuf may have been a boon for rivals who were able to
pick off top talent, but a rushed courtship may make for some bad
matches, causing some partners leave in as little as 18 months,
experts said.

                       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.


DGSE COMPANIES: NYSE Amex Extends Compliance Deadline to Oct. 31
----------------------------------------------------------------
DGSE Companies, Inc. disclosed that on May 31, 2012, the Company
received notice from the staff of NYSE Amex LLC (advising the
Company that the plan of compliance previously submitted to the
NYSE Amex had been approved with an extended compliance date of
Oct. 31, 2012.

On April 17, 2012, the Company received notice from the NYSE Amex
that it was not in compliance with Section 134 and 1101 of the
Company Guide as a result of the Company's inability to timely
file its Annual Report on Form 10-K for the period ended December
31, 2011. Additionally, the Company has not filed its Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2012.
The Company was afforded an opportunity to submit a plan of
compliance to the Exchange, and on May 1, 2012 the Company
presented its plan to the Exchange.  On May 31, 2012, the Exchange
notified the Company that it accepted the Company's plan of
compliance and granted the company an extension until October 31,
2012 to regain compliance with the continued listing standards.
The Company will be subject to the periodic review by the staff of
the Exchange during the extension period.  Failure to make
progress consistent with the plan or to regain compliance with the
continued listing standards by the end of the extension period
could result in the Company being delisted from the Exchange. DGSE
management fully expects to execute the plan within the time frame
prescribed by the Exchange.

                        About DGSE Companies

DGSE Companies, Inc. -- http://www.bullionexpress.com--wholesales
and retails jewelry, diamonds, fine watches, and precious metal
bullion and rare coin products through its Bullion Express,
Charleston Gold & Diamond Exchange, Dallas Gold & Silver Exchange,
Southern Bullion Coin & Jewelry and Superior Gold & Diamond
Exchange operations.  DGSE also owns Fairchild International,
Inc., one of the largest vintage watch wholesalers in the country.


DOUGLAS COPENHAVER: Lawsuit May Violate Bankruptcy Stay
-------------------------------------------------------
Herald Mail reports Berkeley County (W.Va.) councilman Douglas E.
Copenhaver Jr.'s bankruptcy petition surfaced in a wrongful
termination lawsuit that the county's former facilities director
filed against him and the council.  The termination lawsuit was
filed in May in Berkeley County Circuit Court on behalf of Jay
Russell of Winchester, Va.

According to the report, Mr. Copenhaver filed for Chapter 11
bankruptcy Dec. 7, according to a notice that Michael D. Lorensen,
Esq., filed with the circuit court.  The notice asks the state
court to observe federal statute and take no action in the
wrongful termination lawsuit against Mr. Copenhaver in violation
of an automatic stay that is instituted as a result of a Chapter
11 bankruptcy filing.

According to the report, Mr. Russell is asking for unspecified
general damages; reinstatement of employment, benefits and
seniority rights; back wages; future lost earnings and benefits in
lieu of reinstatement; attorneys' fees; and punitive damages,
according to the lawsuit.

The report relates Mr. Copenhaver said last week that he was
unaware of Mr. Lorensen's legal maneuver until receiving notice
that it had been taken.  He confirmed that he and his wife,
Jacqueline, filed for Chapter 11 and that their case was pending.

The report relates Mr. Copenhaver said he had to file Chapter 11
to reorganize because business partners in real estate deals
failed to make payments for two years, and he "picked up their
slack" until he ran out of money.  "The economy didn't turn around
in time and the sales never came through," the report quotes Mr.
Copenhaver, who was elected to the council in 2010, as saying.
The council is the budget-balancing arm of the county government.

The report, citing the Copenhavers' petition, says the creditors
holding the 20 largest unsecured claims in the case include the
Bank of Charles Town, which includes $1.4 million in deficiency
business debt involving Goodland LLC, $179,400 in personal
guarantees of business debt involving Custom Contracting Inc. and
$71,550 in personal guarantees of a business loan involving Snowy
River Log Homes LLC.

The report also notes CNB Bank Inc. is owed $101,389 for business
debt involving Snowy Rivers LLC.

According to the report, additional creditors include more than
$5,000 in taxes owed to the Berkeley County sheriff's tax office
and a $38,161 line of credit/bond business debt owed to the
Jefferson County Commission in connection with the Mountain Vista
Farms development.

The report recounts a proposed reorganization plan was filed in
the case in April.  The report notes Five Back Creek Valley Road
properties in Berkeley County and five home sites in Shenandoah
Junction in Jefferson County are among the assets involved in the
proceeding.


DS WATERS: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Atlanta-based DS Waters of America Inc. to 'B', from
'CCC+'. The outlook is stable. About $465 million of total balance
sheet debt was outstanding at March 30, 2012.

"We also affirmed the 'BB-' issue-level ratings on DS Waters' $365
million first-lien senior secured credit facilities due August
2017. The recovery rating remains '1', indicating our expectation
for very high (90% to 100%) recovery for lenders in the event of a
payment default. In addition, we affirmed the 'CCC+' issue-level
ratings on the company's $100 million of second-lien credit
facilities due February 2018. The recovery rating remains '6',
indicating our expectation for negligible (0% to 10%) recovery,"
S&P said.

"We withdrew the ratings on the company's existing $180 million
senior secured term loan due October 2012 upon closing of the new
senior secured credit facilities," S&P said.

"The upgrade primarily reflects our belief that following DS
Waters' recent recapitalization, the company has an improved
maturity profile, a stronger balance sheet, and adequate
liquidity, including expected financial covenant cushion of more
than 20%," said Standard & Poor's credit analyst Rick Joy.

"The company used proceeds from its new first- and second-lien
term loans along with balance sheet cash to repay existing debt
and to fund the recent acquisition of Standard Coffee, a direct-
delivery provider of beverages and related products, for $75
million. We believe this acquisition significantly improves the
company's market position in the water filtration and home office
delivery coffee segments," said Mr. Joy.

"Our ratings on DS Waters reflect our view of the company's
'highly leveraged' financial risk profile and 'vulnerable'
business risk profile," S&P said.

"The ratings outlook is stable, reflecting our expectation that DS
Waters will maintain adequate liquidity and continue to strengthen
operating performance," S&P said.


DYNEGY HOLDINGS: Court OKs New Wells Fargo Building Contract
------------------------------------------------------------
Dynegy Holdings LLC obtained court approval to amend a lease
contract with 1000 Louisiana LP under which the Debtors will
vacate the 62nd to the 66th floor of the Wells Fargo Plaza
building by the end of the month.  The company will also surrender
two parking spaces to 1000 Louisiana.

Dynegy Holdings expects to save $2 million for this year and a
total of $22.9 million over the next six years under the amended
contract.

                         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).


DYNEGY HOLDINGS: Asked to Pay Newburgh Property Taxes
-----------------------------------------------------
Dynegy Holdings LLC was asked to pay the property taxes it owes
the Town of Newburgh and Orange County, according to papers filed
with the U.S. Bankruptcy Court in Manhattan.

Lewis Wrobel, Esq., a lawyer for Newburgh, demanded that Dynegy
Holdings pay the $7.6 million in property taxes it owes, of which
about $5 million is due to the municipality.

Dynegy Holdings also owes Newburgh an additional $385,000 in fines
because it has not yet paid its property taxes, Times Herald-
Record reported.

Supervisor Wayne Booth said last month that the town had recovered
the uncollected money by retaining tax revenue it would have sent
to the county, according to the report.

                         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).


ENCOMPASS SERVICES: 5th Cir. Rules on Insurers' Allocation Dispute
------------------------------------------------------------------
Three primary insurers and one excess carrier appeal the district
court's determination on summary judgment of their duties to
defend a contractor who allegedly was responsible for a fire that
occurred during construction.  The district court held that the
three primary insurers must split the costs initially spent by one
of them defending the insured, while the excess insurer could not
recover any of its defense costs from the primary insurers.

The Fifth Circuit on Thursday affirmed the allocation among the
primary insurers of the initial defense costs, and reversed the
lower court decision to award defense costs to the excess carrier.

Valero Refining Company contracted with Encompass Power Services
to design, engineer, and construct a co-generation facility at
Valero's oil refinery in Benicia, California.  Encompass entered
into a subcontract with ECCO Engineering & Construction Company to
perform electrical work for the project.

For purposes of the Valero project, Encompass was a named insured
on four insurance policies:

     -- Encompass maintained a primary commercial general
        liability policy issued by Continental Casualty Company
        that had a $1 million per occurrence limit with a
        $2 million general aggregate limit;

     -- Encompass also carried a professional liability policy
        issued by Columbia Casualty Company.  The Columbia policy
        had a $250,000 self-insured retention amount and a
        $20 million aggregate and per-claim limit;

     -- Encompass had a commercial umbrella policy issued by
        National Union Fire Insurance Company that was excess
        to Encompass's primary CGL policies and provided a
        $25 million aggregate policy limit; and

     -- Encompass was also an additional named insured in a CGL
        policy carried by ECCO as part of its subcontract with
        Encompass.  That policy was issued by North American
        Capacity Insurance and provided $1 million per occurrence
        with a $2 million general aggregate limit to Encompass
        for liability resulting from ECCO's work on the Valero
        project.

In May and June 2002, the Valero project experienced three
separate power outages and a fire in the refinery that caused
significant damage.  Valero later alleged that Encompass and its
subcontractors' negligence gave rise to the power outages, the
third of which caused the fire.  Valero sought over $40 million in
damages from Encompass.

In November 2002, Encompass filed for Chapter 11 bankruptcy
protection.  In May 2003, the bankruptcy court approved a
settlement agreement between Encompass and Valero that allowed
Encompass to receive payment from Valero for its work on the
refinery project but also permitted a lifting of the automatic
stay so that Valero could pursue its claims against Encompass.
Valero paid $1.5 million to Encompass's bankruptcy estate and
agreed not to seek any damages beyond what insurance policies
would pay. In exchange, Encompass assigned Valero any rights and
claims that it had against its insurers, to become effective only
upon breach by the insurers.  No liability was conceded to Valero,
nor was the contractual obligation of Encompass's insurers
impaired.

In June 2003, Valero invoked contractual arbitration against
Encompass, alleging that Encompass's negligence in designing,
engineering, and constructing the co-generation facility caused
the power outages and ensuing fire. Continental provided the
initial defense of Encompass during the early stages of
arbitration.  In 2004 and 2005, Columbia and North American denied
they had any obligation of defense.  Columbia maintained that its
policy did not provide coverage because Encompass's conduct did
not fall within its professional services clause and Encompass
failed to satisfy its $250,000 self-insured retention limit prior
to requesting coverage. North American contended that its policy
was not implicated because ECCO's work did not prompt the power
outages or fire. North American also argued that even if there was
coverage its policy was excess to Encompass's primary insurers.

In 2005, Continental filed a declaratory judgment action against
North American in Texas state court, arguing that North American
was obligated to defend Encompass as an additional insured under
its policy with ECCO.  North American removed the suit to federal
court based on diversity.  National Union intervened in December
2005 on the ground that it had an interest in the court's coverage
determinations, and it later filed an amended complaint impleading
Columbia.

On Dec. 28, 2005, Encompass purported to assign to Valero all
claims, including the right to demand a defense, that it had
against Continental and Columbia that stemmed from the Valero
project.  Its express purpose was to facilitate a settlement among
Continental, Columbia, and Valero.  Valero made no reciprocal
promises to Encompass in the 2005 assignment.  One day later,
Continental and Columbia -- together denominated as "CNA" --
agreed to a separate settlement with Valero.  The 2005 CNA-Valero
agreement provided that Continental and Columbia would immediately
pay Valero $3 million and guaranteed that Valero would be paid an
additional $5.5 million.  The payment would include Continental's
$1 million CGL policy, with the remainder to come from amounts
that Continental or Columbia recovered from other insurers or from
subcontractors.  In return, Valero purported to release
Continental and Columbia from all claims against them. Again, no
liability of Encompass was conceded nor was any contractual
obligation of Encompass's insurers effectively impaired.

Continental claimed that the settlement had satisfied its duty to
defend Encompass, while Columbia disclaimed any duty to defend or
indemnify.  On Dec. 30, 2005, Continental tendered Encompass's
defense to the excess insurer, National Union, which took over the
defense in January 2006 subject to a reservation of rights.

National Union defended Encompass until 2007, when the arbitration
was fully settled and Valero released all remaining claims
stemming from the refinery fire.  Continental, Columbia, North
American, and National Union entered into a joint release
agreement in which they resolved their duties to indemnify
Encompass. Each reserved its claims against the others regarding
the proper allocation of defense costs in the arbitration. By the
time of the arbitration settlement, Continental had incurred
approximately $2.7 million in defense costs and National Union had
expended approximately $3 million.

After the arbitration concluded, the insurers filed opposing
summary judgment motions in the litigation.  The district court
held that Columbia and North American were both primary insurers
and were liable for paying one-third shares of the total amount
that Continental had expended in Encompass's defense before
turning the defense over to National Union.  North American's
share would be reduced, however, because Encompass did not request
that North American defend it until November 4, 2004, after
Continental began its defense.

The district court concluded that National Union was entitled to
both contractual and equitable subrogation against the other three
insurers as a result of taking over Encompass's defense. It also
held, however, that National Union could not recover its defense
costs as a subrogee, reasoning that the right of an insurer to
recover through subrogation depends on "standing in the shoes" of
the insured.  The court held that Encompass assigned its defense
rights under the insurance policies to Valero in the 2003
bankruptcy agreement, and then no longer could assert those rights
and neither could National Union by way of subrogation. The court
also held that National Union did not have a right to contribution
from the primary insurers because that remedy is available only
among primary insurers -- not excess insurers -- who share a
common duty to a shared insured.

The district court held that Encompass's attempted 2005 assignment
of its rights was invalid because there was no consideration for
it. Further, the court held that the 2005 CNA-Valero agreement did
not relieve Continental of its duty to defend because it did not
resolve the underlying dispute between Encompass and Valero but
merely settled one insurer's financial obligation. Finally, the
court also held that the agreement did not exhaust Continental's
policy limits.

National Union appeals, while Continental, Columbia, and North
American cross-appeal.  National Union seeks recovery of the money
it expended on defense costs.  The other three insurers defend
against National Union's claim and appeal the district court's
rulings regarding the distribution of the amount Continental spent
defending Encompass.

In its ruling, the Fifth Circuit said National Union may seek
reimbursement for its defense costs from Continental, Columbia,
and North American through contractual subrogation.  The district
court did not err in its allocation of Continental's defense costs
among Continental, Columbia, and North American.

The appellate case is, CONTINENTAL CASUALTY CO., Plaintiff-Third
Party Defendant-Intervenor Defendant-Counter Claimant-Appellee-
Cross Appellee-Cross Appellant, v. NORTH AMERICAN CAPACITY
INSURANCE CO, Defendant-Intervenor-Defendant-Counter Claimant-
Appellee-Cross Appellant-Cross Appellee, v. COLUMBIA CASUALTY CO,
Third Party Defendant Intervenor Defendant-Counter Claimant-
Appellee Cross Appellee-Cross Appellant, v. NATIONAL UNION FIRE
INSURANCE COMPANY OF PITTSBURGH, PENNSYLVANIA, Intervenor
Plaintiff-Third Party-Plaintiff Counter Defendant-Appellant-Cross
Appellee, No. 10-20262 (5th Cir.).  A copy of the Fifth Circuit's
May 30, 2012 decision is available at http://is.gd/WF7P61from
Leagle.com.

                     About Encompass Services

Ranking No. 412 on the Fortune 500 list in 2001, Encompass
Services Corporation provided one-stop shopping for systems and
facilities management.  From 200 offices, Encompass' 25,000
workers provided a full suite of electrical and network
technologies, mechanical services and cleaning systems to
commercial, industrial and residential customers from coast to
coast, generating nearly $4 billion in annual revenues.

Houston-based Encompass and several affiliates filed for Chapter
11 (Bankr. S.D. Tex. Lead Case No. 02-43582) on Nov. 19, 2002.
Judge William R. Greendyke presided over the case.  Alfredo R.
Perez, Esq., and Lydia T. Protopapas, Esq., at Weil, Gotshal &
Manges LLP, served as bankruptcy counsel.  The Debtors listed
$1,234,134,000 in assets and $1,762,701,000 in debts.

Jennifer M. Gore, Esq., at Andrews & Kurth LLP, served as counsel
to the Official Unsecured Creditors' Committee.

Encompass filed a plan that grouped the debtors into non-
residential and residential, and called for the sale of both
groups' businesses.


ERICKSON RETIREMENT: Suit v. Founder Moves to Maryland Dist. Ct.
----------------------------------------------------------------
District Judge William D. Quarles, Jr., withdrew the bankruptcy
court reference of the adversary proceeding for breach of contract
and other claims commenced by Dan Lain -- the plan trustee for
Erickson Retirement Communities, LLC, Erickson Group, LLC, and
their affiliates -- against John C. Erickson and others.  The
judge, in granting the defendants' request, noted Mr. Lain's
complaint includes nine non-core claims, three fraudulent
conveyance claims which are core but must be decided by the
District Court, and one avoidable preferences claim which may be
decided by the Bankruptcy Court or the District Court.  The
District Court also noted the Maryland Bankruptcy Court has made
no substantive rulings in the adversary proceeding.  Accordingly,
there is no indication that the defendants are engaging in forum
shopping.

Mr. Lain on June 2, 2011, filed in the Texas Bankruptcy Court a
13- count complaint against the defendants alleging that they had
siphoned off the Debtors' assets for personal use.  The complaint
alleged nine counts under the Maryland code or Maryland common law
(counts 1-9), three counts of fraudulent transfers (counts 10-12),
under 11 U.S.C. Sections 544-551, and one count of avoidable
preferences, under 11 U.S.C. Sections 547, 550 (count 13).  On
Aug. 9, 2011, the defendants moved to dismiss the complaint.  On
Oct. 12, 2011, the Texas Bankruptcy Court transferred the
adversary action to the District of Maryland.  Under Local Rule
402, the action was automatically referred to the Bankruptcy Court
for District of Maryland.

The case is DAN LAIN, Trustee, Plaintiff, v. JOHN C. ERICKSON, et
al., Defendants, Civil No.: WDQ-11-3736 (Bankr. D. Md.).  A copy
of the Court's May 31, 2012 Memorandum Opinion is available at
http://is.gd/v3xjK4from Leagle.com.

                         About the Debtors

Baltimore, Maryland-based Erickson Retirement Communities LLC,
along with affiliates, filed for Chapter 11 on Oct. 19, 2009
(Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US) served
as counsel to the Debtors.  BMC Group Inc. served as claims and
notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., acted as
investment and financial consultant.  Alvarez & Marsal served as
restructuring adviser.  Judge Stacey G.C. Jernigan confirmed
Erickson's Plan of Reorganization on April 16, 2010.  The
confirmed Chapter 11 Plan is premised on the $365 million sale of
substantially all of the Erickson Retirement assets to Redwood
Capital Investments LLC and its affiliates.  The Plan became
effective on April 30, 2010.

Erickson owned 20 continuing care retirement communities in 11
states. Among Erickson's 20 communities, eight were completed, 11
were open although in construction, and one was in development.
The Debtors had 23,000 residents in total.

Affiliate Lincolnshire Campus filed for Chapter 11 bankruptcy
protection on June 15, 2010 (Bankr. N.D. Tex. Case No. 10-34176).
Vincent P. Slusher, Esq., at DLA Piper LLP US, assists the Company
in its restructuring effort.  The Company estimated its assets and
debts at $100 million to $500 million.

Another affiliate, not-for-profit entities Sedgebrook, Inc. and
Monarch Landing Inc., filed for Chapter 11 on June 15, 2010.


ESCONDIDO COUNTRY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Escondido Country Club LLC
        1800 Country Club Lane
        Escondido, CA 92026

Bankruptcy Case No.: 12-07793

Chapter 11 Petition Date: May 31, 2012

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Krikor Meshefejian, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd., Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  E-mail: kjm@lnbyb.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/casb12-07793.pdf

The petition was signed by Matthew C. DiNofia, managing member.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Citizens Development Corp.             10-15142   08/26/10
LDG Midway Plaza LLC                   11-14549   08/31/11


EVERGREEN ENERGY: Trustee Files Lawsuit Against Ex-Director
----------------------------------------------------------
Dan Packel at Bankruptcy Law360 reports that the Chapter 7 trustee
of Evergreen Energy Inc. slapped a former director of the company
with a lawsuit, alleging the director's conflict of interest
obstructed the energy company from securing crucial financing and
led directly to the firm's demise.

Trustee Charles Stanziale filed suit in Delaware bankruptcy court,
claiming that Ilyas Khan, a principal of the merchant banker
Stanhill Capital Partners as well as a board member of the defunct
energy company, reneged on a commitment and prevented other firms
from investing in Evergreen, Law360 relates.

                      About Evergreen Energy

Denver, Colorado-based Evergreen Energy Inc.
-- http://www.evgenergy.com/-- offered environmental solutions
for energy production and generation industries, primarily through
its patented clean coal technology, K-Fuel(R).

On Jan. 23, 2012, Evergreen Energy, Inc., and nine of its
subsidiaries filed a voluntary petition for relief under Chapter 7
of the United States Bankruptcy Code (Bankr. D. Del. Case Nos. 12-
10289 to 12-10298).

Effective as of the date of the Bankruptcy Filing, a Chapter 7
trustee assumed control of the Company.  The assets of the Company
will be liquidated in accordance with the Code.


EVERGREEN SOLAR: Files Modified Plan of Liquidation
---------------------------------------------------
BankruptcyData.com reports that Evergreen Solar filed with the
U.S. Bankruptcy Court a Modified Plan of Liquidation and related
Disclosure Statement.

"The Plan is a plan of liquidation, which, among other things,
provides for a Plan Administrator to liquidate or otherwise
dispose of the Estate's remaining Assets, if and to the extent
such Assets were not previously monetized to Cash or otherwise
transferred by the Debtor prior to the Effective Date, and
distribute all net proceeds to Creditors in accordance with the
priority scheme under the Bankruptcy Code, subject to certain
exceptions and qualifications as discussed below and herein,
including the proposed retention by the Liquidating Debtor of
certain property which will be liquidated by the Plan
Administrator to fund the payment of, as necessary, Plan Expenses
and Claims other than those of the 13% Secured Noteholders. The
Plan is consistent with, and implements in part, the Settlement
Stipulation Order that was entered by the Bankruptcy Court on
March 6, 2012, which order approved a settlement by and among the
Debtor, the Committee, certain holders of the 13% Secured Notes,
and the 13% Secured Notes Indenture Trustee, that, among other
things, provided for certain assets to be transferred to the 13%
Secured Notes Indenture Trustee, for certain assets to be
transferred to an 'Unsecured Creditor Vehicle' (established for
the benefit of general unsecured creditors), and for certain
assets to be retained by the Debtor in order to pay Administrative
Claims, Priority Claims, and Plan Expenses, with any residual
value to be provided to general unsecured creditors. Pursuant to
the Settlement Stipulation, the Committee and the Supporting
Secured Noteholders support the confirmation of the Plan. Under
the Plan, generally, except as otherwise provided, Administrative
Claims and Priority Tax Claims are unclassified and are to be paid
in full, or upon such other terms as the Debtor and the affected
Holder may agree," according to the Disclosure Statement obtained
by BankruptcyData.com.

                       About Evergreen Solar

Evergreen Solar, Inc. -- http://www.evergreensolar.com/--
developed, manufactured and marketed String Ribbon solar power
products using its proprietary, low-cost silicon wafer technology.

The Marlboro, Mass.-based Company filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case No. 11-12590) on Aug. 15, 2011, before Judge
Mary F. Walrath.  The Company's balance sheet at April 2, 2011,
showed $373,972,000 in assets, $455,506,000 in total liabilities,
and a stockholders' deficit of $81,534,000.

Ronald J. Silverman, Esq., and Scott K. Seamon, Esq., at Bingham
McCutchen LLP, serve as general bankruptcy counsel to the Debtor.
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as co-counsel.  Hilco Industrial
LLC serves as exclusive marketing and sales agent.  Klehr Harrison
Harvey Branzburg serves as special conflicts counsel.  Zolfo
Cooper LLC is the financial advisor.  UBS Securities, LLC, serves
as investment banker.  Epiq Bankruptcy Solutions has been tapped
as claims agent.

In conjunction with the Chapter 11 filing, the Company entered
into a restructuring support agreement with certain holders of
more than 70% of the outstanding principal amount of the Company's
13% convertible senior secured notes.  As part of the bankruptcy
process the Company will undertake a marketing process and will
permit all parties to bid on its assets, as a whole or in groups
pursuant to 11 U.S.C. Sec. 363.  An entity formed by the
supporting noteholders, ES Purchaser, LLC, entered into an asset
purchase agreement with the Company to serve as a 'stalking-horse"
and provide a "credit-bid" pursuant to the Bankruptcy Code for
assets being sold.

The supporting noteholders are represented by Michael S. Stainer,
Esq., and Natalie E. Levine, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York.

An official committee of unsecured creditors has retained Pepper
Hamilton and Kramer Levin Naftalis & Frankel as counsel.  The
Committee tapped Garden City Group as communications services
agent.

Evergreen Solar is at least the fourth solar company to seek court
protection from creditors since August 2011.  Other solar firms
are start-up Spectrawatt Inc., which also filed in August,
Solyndra Inc., which filed early in September, and Stirling Energy
Systems Inc., which filed for Chapter 7 bankruptcy late in
September.

Evergreen sold the assets piecemeal in three auctions.  Max Era
Properties Ltd. from Hong Kong paid $6 million cash and
$3.2 million in stock of China Private Equity Investment Holdings
Ltd. for the company name, intellectual property, and wafermaking
assets.  Kimball Holdings LLC paid $3.8 million for solar panel
inventory while the secured lenders exchanged $21.5 million of
their $165 million claim for a $171 million claim against Lehman
Brothers Holdings Inc.  Max Era Properties Limited and Sovello AG
bought equipment and machinery located at the Debtor's Devens,
Massachusetts facility for $8.9 million.

There's a June 4 hearing to consider approval of the disclosure
statement explaining Evergreen's plan.  The Plan is based on a
settlement with the unofficial committee of unsecured creditors
and the secured noteholders.


FLOWSERVE CORPORATION: Moody's Reviews 'Ba1' Rating for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed Flowserve Corporation's Ba1
corporate family, Ba1 senior unsecured and Ba2 probability of
default ratings under review for possible upgrade. The company's
speculative grade liquidity rating remains unchanged at SGL-1.

Ratings Rationale

The ratings review is triggered by the company's announcement
yesterday that it has endorsed a new capital structure strategy,
targeting a long-term gross leverage (debt to EBITDA) range of 1x-
2x (about 1.5x-2.5x incorporating Moody's standard accounting
adjustments). Flowserve's adjusted leverage has remained below the
bottom end of this range for the past several years (currently
1.2x). While Moody's has previously indicated it would consider
upgrading Flowserve's rating should it sustain its adjusted
leverage under 2.5x, the company's prior lack of clarity over its
longer-term capital structure goals has been a key ratings
constraint.

Flowserve intends to implement its capital structure strategy, in
part, through a $1 billion stock repurchase program. Immediate
completion of this program would increase Flowserve's pro-forma
adjusted leverage to 2.4x. Flowserve however requires additional
cash resources to fund the share repurchases and Moody's expects
the program will take at least several quarters to implement in
any event. During this time, the company's prospects for modest
earnings growth and continued free cash flow generation appear
good.

Moody's review will consider the timing and pace at which
Flowserve will implement its new capital structure strategy, its
expected funding strategy, structure and resulting liquidity, and
the potential that the company may temporarily exceed its stated
leverage boundaries to pursue any acquisitions or additional
shareholder return initiatives. Moody's expects any upgrade of
Flowserve's rating would be limited to one notch and expects to
conclude its review within the next month.

The principal methodology used in rating Flowserve Corporation was
the Global Manufacturing Industry Industry Methodology published
in December 2010.

Headquartered in Irving, Texas, Flowserve Corporation is a leading
provider of pumps, valves and mechanical seals as well as related
services to various end markets globally. Revenue for the twelve
months ended March 31, 2012 was $4.6 billion.


FREEDOM COMMS: Completes Sale of Four Newspapers to Versa Unit
--------------------------------------------------------------
The Associated Press reports Freedom Communications Inc. completed
the sale of four newspapers in the Midwest to an affiliate of
Versa Capital Management LLC.  Terms were not disclosed.

According to the report, the four newspapers are The Telegraph in
Alton, Ill., the Journal-Courier in Jacksonville, Ill., The
Sedalia Democrat in Sedalia, Mo., and The Lima News in Lima, Ohio.
Freedom also owns The Orange County Register and dozens of other
newspapers, along with television stations and Web sites.

                  About Freedom Communications

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned media company operating print
publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
100 daily and weekly publications, plus ancillary magazines and
other specialty publications. The broadcast company's stations --
five CBS, two ABC network affiliates and one CW affiliate -- reach
more than 3 million households across the country. The Company's
news, information and entertainment Web sites complement its print
and broadcast properties.

Freedom Communications filed for Chapter 11 protection (Bankr. D.
Del. Case No. 09-13046) on Sept. 1, 2009.  Attorneys at Young
Conaway Stargatt & Taylor, and Latham & Watkins LLP served as
Chapter 11 counsel.  Houlihan, Lokey, Howard & Zukin, Inc., served
as financial advisors while AlixPartners LLC served as
restructuring consultants.  Logan & Co. served as claims and
notice agent.

Freedom Communications had $757 million in assets against debts of
$1.077 billion as of July 31, 2009.

The Bankruptcy Court confirmed Freedom' Plan of Reorganization on
March 9, 2010.  The Plan became effective April 30, 2010.  The
Plan, which was supported by the Steering Committee of the
Company's secured lenders and the Official Committee of Unsecured
Creditors, eliminated $450 million of debt from Freedom's balance
sheet.  Creditors, led by JPMorgan Chase, agreed to cut the debt
by nearly 60% to $325 million in return for control of the
Company.


FRONTIER INSURANCE: Court Denies Approval of Rehabilitation Plan
----------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that a New York
state court on Thursday denied approval for a plan of
rehabilitation for the insolvent Frontier Insurance Co., saying
the plan did not provide for payment to all the necessary claim
holders.

According to Law360, the court-appointed rehabilitator, the New
York Superintendent of Financial Services, had proposed a plan
that provided for the continued payment of holders of claims under
certain Frontier insurance policies, but Judge Richard Platkin
said the plan violated state law by excluding holders of claims
under surety bonds.

                     About Frontier Insurance

Frontier Insurance Company is a property and casualty insurer
domiciled in the State of New York.  The company was placed in
rehabilitation and the New York Superintendent of Insurance was
appointed as Rehabilitator on Oct. 15, 2001, by order of the
Supreme Court of the State of New York, New York County.

Since 2001, Frontier has settled roughly 12,000 claims, paid
roughly $750 million in losses, and reduced its insolvency on a
statutory accounting basis from an estimated $170 million in 2001
to $90.6 million as of December 31, 2008.


FTS INT'L: S&P Cuts Corp. Credit Rating to 'B'; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ft. Worth, Texas-based FTS International Services LLC
(formerly known as Frac Tech Services LLC) to 'B' from 'B+'. The
outlook is negative.

"We also lowered our issue rating on the company's senior
unsecured debt to 'BB-' from 'BB'. The recovery rating remains
'1', indicating our expectation of very high (90% to 100%)
recovery for bondholders in the event of a payment default," S&P
said.

"We also lowered our issue rating on the term loan held at the
company's parent, FTS International Inc. (FTI), to 'B' from 'B+'.
The recovery rating remains '4', indicating our expectation of
average (30% to 50%) recovery for creditors in the event of a
payment default," S&P said.

"Significant capacity additions and rising costs combined with
moderating U.S. demand due to low natural gas prices are putting
pressure on margins in the fracture stimulation industry. 'As a
pure-play fracturing services provider, FTS has already
experienced lower margins over the past two quarters, and we have
reduced our margin and EBITDA estimates for the remainder of 2012
and 2013," said Standard & Poor's credit analyst Carin Dehne-
Kiley. "As a result, we expect credit protection measures at the
end of 2013 to weaken beyond levels appropriate for the 'B+'
rating category, and thus we are lowering the corporate credit
rating on FTS to 'B'."

"Standard & Poor's corporate credit rating reflects FTS' 'weak'
business risk, 'highly leveraged' financial risk, and 'less than
adequate' liquidity. The company is one of the top five fracturing
service providers in North America. Fracturing (or fracking)
services are primarily pressure-pumping services provided to
exploration and production (E&P) companies in the oil and gas
industry as part of well completion, and are subject to a high
degree of demand and price volatility. Although FTS focuses on the
fracking services product line, it also assembles fracking units,
manufactures components, produces fracking chemicals and proppants
(sand), and provides proppant logistics services (transportation
and storage). We believe this vertical integration provides a
competitive advantage by assuring timely deliveries, reducing
maintenance downtime and avoiding the proppant delivery
bottlenecks that have plagued others in the industry. However, in
a market downturn the excess manufacturing, processing, and
transportation capacity could lower margins," S&P said.

"The negative outlook reflects FTS' potential covenant violations,
and our expectation that debt-to-EBITDA could exceed levels that
are appropriate for the rating category. Last year's aggressive
buyout financing left the company with an above-average debt load
relative to the extreme volatility of EBITDA and cash flows in the
fracking industry. We could downgrade the company if leverage
exceeds 6.0x for a sustained period - a scenario we think could
occur if U.S. market fundamentals remain weak for more than one to
two years and the company is unsuccessful in either expanding
internationally or raising additional equity," S&P said.

"We could revise the outlook to stable if the company is
successful in resolving its potential covenant violations, and if
U.S. market conditions improve above our current expectations and
we believe these conditions will be sustainable. We could also
revise the outlook to stable if the company is successful in
meaningfully reducing its debt, potentially from an IPO or
strategic investor," S&P said.


GAYLORD ENTERTAINMENT: Moody's Affirms 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Gaylord Entertainment Co.'s B3
Corporate Family and Probability of Default ratings and Caa2
senior unsecured rating following the company's announcement that
it signed an agreement to sell the Gaylord brand and rights to
manage its four hotels to Marriott International Inc. Gaylord's
stable rating outlook and SGL-3 Speculative Grade Liquidity rating
also remain unchanged.

The affirmation of Gaylord's B3 Corporate Family Rating considers
that, despite a steady improvement in Gaylord's operating
performance and debt protection metrics to a level Moody's
believes could warrant a higher rating, there is a uncertainty
with respect to costs, liquidity requirements and ultimate capital
structure that could be in place assuming Gaylord is successful in
converting to a real estate investment trust ("REIT"). Following
the consummation of the sale, Gaylord will continue to own its
hotel properties and other businesses and will reorganize and
elect to be treated as a REIT effective January 1, 2013.
Separately, this transaction does not trigger a change of control
event for any of Gaylord's debt, including the $225 million of
senior unsecured notes rated by Moody's.

Ratings affirmed:

Corporate Family Rating at B3

Probability of Default Rating at B3

$225 million 6.75% senior notes ($152 million outstanding) due
2014 at Caa2 (LGD 5, 84%)

Speculative Grade Liquidity Rating at SGL-3

Stable ratings outlook

Rating Rationale:

Gaylord's B3 Corporate Family Rating and stable rating outlook
reflect the company's limited diversification, modest scale and
fixed cost structure, in addition to the uncertainty with respect
to costs, liquidity requirements and ultimate capital structure
that could be in place assuming Gaylord is successful in
converting to a REIT. Positive rating consideration is given to
Gaylord's well-known brand and improving operating results.

Gaylord's operating performance continued to improve through the
first quarter of 2012 with positive consolidated RevPAR and Total
RevPAR increases of 3.8% and 4.9%, respectively. This improvement
follows consolidated RevPAR and Total RevPAR increases by 3.6% and
0.6 % respectively, for the full year 2011, and has resulted in
credit metrics that could result in a higher rating based on
Moody's current leverage and coverage upgrade triggers for
Gaylord. For the twelve month period endied March 31, 2012,
leverage on a debt/EBITDA basis was about 5.0 times and
EBIT/interest was approximately 1.4 times. This compares to
upgrade triggers of debt/EBITDA below 6.0 times and EBIT/interest
above 1.1 times.

Ratings improvement is limited at this time given the uncertainty
related to Gaylord's plans to convert to a REIT. Independent of
this factor, Gaylord's ratings could be raised if the company
demonstrates an ability and willingness to maintain debt/EBITDA
below 6.0 times and EBIT/interest above 1.1 times. A higher rating
would also require a stronger overall liquidity profile and
continued improvement in operating performance at all Gaylord
properties. Gaylord's ratings could be lowered if the company's
operating performance, liquidity, or if debt/EBITDA rises above
7.0 times for any reason.

The principal methodology used in rating Gaylord Entertainment
Company was the Global Lodging & Cruise Industry Rating
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.

Gaylord Entertainment Company (Gaylord), is headquartered in
Nashville, Tennessee and owns and operates several convention
centers and resorts located in Tennessee, Florida, Texas, and
Washington, D.C. The company specializes in hosting large
conferences and conventions. Annual revenues are approximately
$950 million.


GENERAL MOTORS: Pension Actions No Impact on Moody's 'Ba1' Rating
-----------------------------------------------------------------
Moody's Investors Service said General Motor Company's termination
of its US salaried pension plan has certain positive and negative
credit elements that largely balance each other out. Consequently,
the undertaking will have no impact on GM's Ba1 rating and
positive outlook, or on the company's trajectory toward a possible
investment-grade rating.

"GM's plan has some constructive elements," said Bruce Clark,
senior vice president at Moody's. "It will reduce the company's
pension assets and liabilities by $26 billion and relieve it of
the obligation to make future payments to most of its salaried
retirees. It will also free it from the volatility associated with
pension investment returns, long-term interest rates and mortality
rates."

But, Mr. Clark went on to say, "These benefits come with a cost.
GM will spend $3.5 billion to $4.5 billion on this undertaking,
and when all is said and done, the company's total underfunded
pension liability will be reduced by only $1.0 billion. The
aggregate underfunded liability will still be a very large at
about $24 billion."

Moody's views underfunded pension liabilities as a debt-like
obligation. Consequently, the reduction from $25 billion to $24
billion does not materially improve the company's credit metrics
on an adjusted basis. Moody's also notes that the cost of this
undertaking will lower GM's cash position from $32 billion to
about $28 billion. Although the company's liquidity position will
remain strong, the approximately $4 billion reduction represents a
cost that is not inconsequential.

The salaried pension plan termination's impact on GM's credit
profile is more fully discussed in a June 1st Moody's CreditFocus
analysis entitled "GM's Salaried Pension Plan Actions Do Not
Materially Change Its Credit Profile." The report is available at
moodys.com.


GETTY PETROLEUM: Creditors File Amended Plan, Call for Liquidation
------------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Getty Petroleum
Marketing Inc.'s official committee of unsecured creditors filed
an amended Chapter 11 plan and disclosure statement in New York
bankruptcy court Wednesday calling for the liquidation of the
Company.

The unsecured creditors said the goal of their proposed plan is to
provide the greatest immediate cash distribution possible to all
claim holders. Furthermore, the plan offers "the highest, best and
quickest recovery" possible for holders of general unsecured
claims, according to the disclosure statement obtained by Law360.

                       About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasolines, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as Debtors' counsel.  Ross, Rosenthal & Company,
LLP, serves as accountants for the Debtors.  Getty Petroleum
Marketing, Inc., disclosed $46.6 million in assets and $316.8
million in liabilities as of the Petition Date.  The petition was
signed by Bjorn Q. Aaserod, chief executive officer and chairman
of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.

The Court set April 10, 2012 at 5:00 p.m. (Eastern Time) as the
deadline for any individual or entity to file proofs of claim
against the Debtors.  The Court has also fixed Sept. 5, 2012, as
the bar date for governmental entities.


GRACEWAY PHARMA: Distributor's Bid to Cut Debt Violates Contract
----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that Graceway
Pharmaceuticals LLC's liquidating trustee told a Delaware
bankruptcy judge that its health care products distributor
Cardinal Health Inc. was violating a contract by trying to offset
part of its $6.7 million debt to the skin care company.

Trustee Kip Horton asked U.S. Bankruptcy Judge Peter J. Walsh to
deny Cardinal's April 10 motion seeking to reduce what it owes
under a wholesale purchase agreement, or WPA.  Cardinal has
claimed it can reduce its $6.7 million WPA debt by at least $1.4
million, Law360 relates.

                   About Graceway Pharmaceuticals

Based in Bristol, Tennessee, Graceway Pharmaceuticals LLC offered
dermatology, respiratory, and women's health products.  Its
Zyclara Cream is used for the treatment of external genital and
perianal warts (EGW) in patients 12 years of age and older. The
company offers products for the treatment of dermatology
conditions, such as actinic keratosis, superficial basal cell
carcinoma, external genital warts, atopic dermatitis, and acne;
and respiratory conditions, such as asthma.

Graceway Pharmaceuticals and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 11-13036) on
Sept. 29, 2011.

The company's debt includes $430.7 million owing on a first-lien
revolving credit and term loan.  Second-lien debt is $330 million,
with mezzanine debt totaling another $81.4 million.

Attorneys at Young Conaway Stargatt & Taylor LLP serve as counsel
to the Debtors.  Latham & Watkins LLP is the co-counsel.  Alvarez
and Marsal North America, LLC, is the financial advisor.  Lazard
Freres & Co. LLC is the investment banker.  PricewaterhouseCoopers
LLP is the tax consultant.  BMC Group serves as claims and notice
agent.

Lowenstein Sandler PC serves as the committee counsel.

Graceway completed the sale of the business in December 2011 to
Medicis Pharmaceutical Corp. for $455 million.


GREENWICH SENTRY: Hedge Funds Barred From Plan Distribution
-----------------------------------------------------------
Bankruptcy Judge Burton R. Lifland denied the request of
Christopher McLoughlin Keough, Quantum Hedge Strategies Fund, LP,
and SIM Hedged Strategies Trust, purported limited partners in
Greenwich Sentry, L.P., for an order declaring that they are
holders of allowed limited partner interests, members of Class 4
under the Debtors' Amended Plan, and entitled to distributions
under the confirmed plan.  The liquidating trustee for the
liquidating trusts of the Debtors, 217 Canner Associates, LLC,
objected.

According to Judge Lifland, the request was brought by "a number
of parties who elected to blatantly ignore an explicit order of
this Court.  The order at issue stated, in bold capital letters,
that all interest holders must file proofs of interest by the bar
date, notwithstanding what is contained in the Debtors' schedules.
Rather than comply and file proofs of interest, the Purported
Limited Partners attempt to evade that order by advancing several
unpersuasive arguments."

A copy of Judge Lifland's June 1, 2012 Memorandum Decision and
Order is available at http://is.gd/gZYSXufrom Leagle.com.

Eric G. Waxman III, Esq. -- ewaxman@westermanllp.com -- at
Westerman Ball Ederer Miller & Sharfstein, LLP, in Uniondale, New
York, argues for Christopher McLoughlin Keough, Quantum Hedge
Strategies Fund, LP, and SIM Hedged Strategies Trust.

                      About Greenwich Sentry

Greenwich Sentry, L.P. and Greenwich Sentry Partners, L.P., filed
for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-16229) on
Nov. 19, 2010, hoping to settle lawsuits filed against it in
connection with its investments with Bernard L. Madoff.  Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP, in New York,
represents the Debtors in the Chapter 11 cases.

Bernard L. Madoff was charged by the Securities and Exchange
Commission in December 2008 of orchestrating the largest Ponzi
scheme in history, with losses topping US$50 billion. In March
2009, Mr. Madoff pleaded guilty to 11 federal crimes and admitted
to turning his wealth management business into a Ponzi scheme.  A
trustee was appointed to liquidate and has been filing clawback
suits against investors who withdrew phony profits from Mr.
Madoff.

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

Liquidators of Fairfield Sentry Limited, filed a Chapter 15
petition for Fairfield in June 2010 (Bankr. S.D.N.Y. Case No.
10-13164).  In July 2010, Kenneth Krys and Christopher Stride of
Krys & Associates (BVI) Limited, the liquidators of Fairfield
Sentry Limited, Fairfield Sigma Limited and Fairfield Lambda
Limited obtained cross-border recognition as foreign main
proceedings by the U.S. Bankruptcy Court of the funds' insolvency
proceedings, pending in the British Virgin Islands.  The
liquidators are represented in the U.S. by Brown Rudnick LLP.

Fairfield Sentry Limited was the largest "feeder fund" to Bernard
L. Madoff Investment Securities LLC, and invested approximately
95% of its assets with BLMIS.  BLMIS was placed into liquidation
proceedings in the United States in December 2008, after it was
revealed that Bernard Madoff operated BLMIS as a Ponzi scheme for
many years.  Fairfield Sigma Limited and Fairfield Lambda Limited
were both feeder funds of Fairfield Sentry Limited, and invested
all of their assets with Fairfield Sentry Limited.

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

In schedules filed with the Court, Greenwich Sentry disclosed
$317,073,770 in total assets and $206,337,244 in total
liabilities.

On Dec. 22, 2011, the Court confirmed the First Amended Plan for
Greenwich Sentry, L.P. and Greenwich Sentry Partners, L.P.  The
First Amended Plans were declared effective Feb. 24, 2012.

The central feature of the Greenwich Sentry Partners Plan is the
BLMIS trustee settlement, wherein the Debtor believing, pursuant
to its good faith business judgment, that avoidance action claims
of the BLMIS trustee would be difficult to defend, has agreed, in
sum, to allow the BLMIS trustee a claim and judgment of $5,985,000
and the BLMIS trustee has agreed to seek recovery of his claim
only from certain specified assets of the Debtor, to allow the
Debtor's customer claim against BLMIS of $2,011,304, to share
recovery on certain litigation claims with the Debtor, and to
provide for the distribution of the retained assets to creditors
and limited partners free and clear of the BLMIS trustee claims.


HARRISBURG, PA: Mayor Continues Push for Bankruptcy
---------------------------------------------------
According to American Bankruptcy Institute, Reuters reported
May 30 that Harrisburg Mayor Linda Thompson said that she will
fight for the city's ability to declare bankruptcy after June 30.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HEARTHSTONE HOMES: Court Oks Trustee's Hiring of McGrath North
--------------------------------------------------------------
C. Randel Lewis, Chapter 11 trustee in the Hearthstone Homes, Inc.
bankruptcy case, obtained permission from the Hon. Thomas L.
Saladino of the U.S. Bankruptcy Court for the District of Nebraska
to employ Robert P. Diederich, Esq., of McGrath North Mullin &
Kratz, PC LLO as counsel.

Mr. Diederich, a shareholder of McGrath North, assured the Court
that McGrath North is "disinterested" and does not hold or
represent an interest adverse to the trustee or the Debtor's
estate.

                     About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

Nancy J. Gargula, the U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes.


HEARTHSTONE HOMES: Trustee Wants Creditors Committee Disbanded
--------------------------------------------------------------
C. Randel Lewis, Chapter 11 trustee in the Hearthstone Homes, Inc.
bankruptcy case, asks the U.S. Bankruptcy Court for the District
of Puerto Rico to disband the Official Unsecured Creditors'
Committee.

On March 2, 2012, an Official Committee of Unsecured Creditors was
appointed in the case.  On March 21, 2012, the Court entered an
order appointing the Trustee.

The Trustee filed on April 17, 2012, the Debtor's schedules and
statement of affairs.  Each member of the Committee is scheduled
as holding a secured claim to the extent it claims a construction
lien on the 40 new homes which are the subject of the Trustee's
motion to sell free and clear.

The Trustee submits that the continuation of the Committee is no
longer necessary or proper in the Chapter 11 case because, among
other things:

  (a) the Committee's role and duties in this case are duplicative
      of those of the Trustee and are, thus, unnecessary;

  (b) the Trustee is capable of adequately representing the
      interests of unsecured creditors in this case;

  (c) the continuation of the Committee will create substantial
      unnecessary administrative expenses to be borne by the
      bankruptcy estate in this case;

  (d) each member of the Committee in fact claims a security
      interest in some or all of the proceeds to be realized from
      the sale of the 40 properties containing homes in progress
      all to the detriment of the unsecured creditors of this
      estate.

According to the Trustee, the Committee continues to interfere
with the Trustee's orderly administration of this case.  On
May 16, 2012, the Committee filed an objection to the Trustee's
motion to sell free and clear of liens, claims and encumbrances.
The Committee demands an allocation of the purchase price of the
40 homes being sold stating that: "Without such valid allocation
and/or statement of intention as to the disposition of the sale
proceeds to provide for payment to the construction lien creditors
who may have a lien on only one or two of the properties, it is
impossible for the lien creditor to determine whether they have a
basis to challenge the purchase price."

The Trustee says that the properties being conveyed are only
partially completed and with the Wells Fargo's mortgages have
total lien claims asserted against them well in excess of the sale
proceeds.  Unsecured creditors, according to the Trustee, would
have no interest as "lien creditors" in an allocation of the
purchase price in as much as there is no equity in any of the
properties containing the 40 partially completed homes which the
Trustee seeks to sell in bulk pursuant to the sales motion.  "Yet
this objection by the Committee in its official capacity
supposedly representing unsecured creditors requires the Trustee's
time and the resources of the Bankruptcy Estate to respond and
needlessly burdens the Estate," the Trustee states.

                     About Hearthstone Homes

Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha,
Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012.
ketv.com reported that HearthStone Homes filed for Chapter 11
bankruptcy protection after a deal to sell the company fell
through.  Hearthstone Homes' principal business activities have
been the purchase, development and sale of residential real
property for 40 years.

Chief Judge Thomas L. Saladino presides over the case.  The Debtor
is represented by Robert F. Craig, P.C.  Hearthstone estimated
assets and debts of $10 million to $50 million as of the Chapter
11 filing.

Wells Fargo N.A., the primary lender, is represented by lawyers at
Croker Huck Kasher DeWitt Anderson & Gonderinger LLC.

Nancy J. Gargula, the U.S. Trustee for Region 13, appointed seven
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Hearthstone Homes.


HEMCON MEDICAL: Has Court's Interim Okay to Use Cash Collateral
---------------------------------------------------------------
The Hon. Elizabeth Perris of the U.S. Bankruptcy Court for the
District of Oregon has granted HemCon Medical Technologies, Inc.,
authorization to use cash collateral of Bank of America, N.A., as
Administrative Agent, on an interim basis.

As reported by the Troubled Company Reporter on April 16, 2012,
the Debtor and its affiliates are borrowers under a $50 million
syndicated credit facility where BofA is the administrative agent.
The loan is secured by effectively all of the Debtor's personal
property.

BofA objected to the Debtor's bid to use cash collateral, saying
that it is doubtful that, as of the bankruptcy filing date, the
collateral for the loan is worth the debt owed.  According to
BofA, as of the petition, HemCon owes the lenders $23 million
under the loan.  BofA noted that based on the Debtor's budget, the
Debtor had $1.24 million in cash on the petition date, but will
have only $396,329 in cash by the end of the interim period for
which the Debtor is seeking authorization to use cash collateral.
This, according to BofA, represents a deterioration of $840,170 in
under two months.

HemCon had warned it won't be able to pay employees and operating
expenses and will have to cease operations absent authority to use
cash collateral, and proposed to provide adequate protection for
the use of cash collateral.  The Debtor will grant the bank a
replacement security interest in and lien upon all of Debtor's
personal property, except the deposit account where prepayments
made and to be made by the United States of America, Department of
Defense, to the Debtor pursuant to certain contracts are
deposited.

All existing cash collateral and all post-petition receipts
(except prepayments or advances from the United States of America,
Department of Defense, that are deposited into the Defense
Department Deposit Account and Excluded Property) will be
deposited in a segregated Debtor-in-Possession cash collateral
account to be established at BofA.  The Debtor is authorized to
draw upon or transfer funds from the Cash Collateral Account to
its Debtor-In-Possession General Operating Account at BofA for
use.

To the extent the adequate protection provided to BofA in the form
of the security interests and liens granted proves to be
inadequate, BofA will be entitled to an administrative expense
claim.

The Debtor will insure the Prepetition Collateral and the
Adequate Protection Collateral for the full insurable replacement
value thereof with insurance companies acceptable to BofA.

A copy of the budget is available for free at:

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

                        About HemCon Medical

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.


HEMCON MEDICAL: U.S. Trustee Appoints 3-Member Creditor's Panel
---------------------------------------------------------------
Robert D. Miller Jr., U.S. Trustee for Region 18, under 11 U.S.C.
Sec. 1102(a) and (b), appointed three unsecured creditors to serve
on the Official Committee of Unsecured Creditors of HemCon Medical
Technologies, Inc.

The Creditors Committee members are:

      1. Marine Polymer Technologies, Inc.
         c/o Sergio Finkielsztein, CEO
         107 Water Street
         Danvers, MA 01923
         Tel: (781) 270-3200
         Fax: (781) 270-1133
         E-mail: sergiof@webmpt.com

      2. Puget Sound Blood Center
         c/o Robert J. Gleason, CFO
         921 Terry Avenue
         Seattle, WA 98104
         Tel: (206) 292-1881
         Fax: (866) 290-5625
         E-mail: bobg@psbc.org

      3. Cardinal Health 200, LLC
         c/o Tyronza Walton, Manager Credit
         Underwriting
         7000 Cardinal Place
         Dublin, OH 43017
         Tel: (614) 553-3154
         Fax: (614) 652-4117
         E-mail: tyronza.walton@cardinalhealth.com

                        About HemCon Medical

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.


HEMCON MEDICAL: Creditor's Panel Wants Greene & Markley as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of HemCon Medical
Technologies, Inc., asks the U.S. Bankruptcy Court for the
District of Oregon for approval to retain Greene & Markley, P.C.,
as its counsel.

G&M will, among other things, consult with the Committee
concerning the administration of the case and assist with its
investigation of the acts, conduct, assets, liabilities, and
financial condition of the Debtor and of the operation of the
Debtor's business for these hourly rates:

           David A. Foraker Principal            $450
           Conde T. Cox Of Counsel Attorney      $395
           Sanford R. Landress Principal         $315
           Donald H. Grim Principal              $250
           Corri Larsen Legal Assistant          $160

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

                        About HemCon Medical

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.


HEMCON MEDICAL: Taps Miller Nash as Special Purpose Counsel
-----------------------------------------------------------
HemCon Medical Technologies, Inc., asks for permission from the
U.S. Bankruptcy Court for the District of Oregon to employ Miller
Nash, LLP, as special purpose counsel, in connection with
corporate, intellectual property, litigation, contract,
employment, securities, tax, and merger and acquisition matters.

Miller Nash will be paid these hourly rates:

           Partners                        $280-$575
           Associates                      $210-$330
           Paralegals                      $125-$230
           Meghan Williams                   $76.67

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

                        About HemCon Medical

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.


HEMCON MEDICAL: Taps Tonkon Torp as Chapter 11 Counsel
------------------------------------------------------
HemCon Medical Technologies, Inc., seeks permission from the U.S.
Bankruptcy Court for the District of Oregon to employ Tonkon Torp
LLP as Chapter 11 counsel, nunc pro tunc to April 10, 2012.

Tonkon Torp will, among other things, advise the Debtor on its
debt restructuring and render the Debtor general legal services
for these hourly rates:

           Albert N. Kennedy, Partner           $475
           Michael W. Fletcher, Partner         $350
           Spencer Fisher, Paralegal            $125
           Leslie Hurd, Legal Asst/Paralegal     $90

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

                        About HemCon Medical

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  The petition
was signed by Nick Hart, CFO.


HEMCON MEDICAL: Wants to Hire Obsidian Finance as Fin'l Consultant
------------------------------------------------------------------
HemCon Medical Technologies, Inc., seeks authorization from the
U.S. Bankruptcy Court for the District of Oregon to employ
Obsidian Finance Group, LLC, as its financial consultant,
effective as of April 25, 2012.

Obsidian Finance will perform an analysis of Debtor's financial
situation and provide critical advice to Debtor and its management
on the prospects for a successful reorganization and satisfaction
of claims in this case for these hourly rates:

           Senior Principals                   $600
           Vice Presidents                     $450
           Assistant Vice Presidents           $400
           Project Analysts/Associates       $200-$300
           Administrative                    $100-$125

                        About HemCon Medical

Portland, Oregon-based HemCon Medical Technologies Inc., fdba
HemCon, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.
Ore. Case No. 12-32652) on April 10, 2012, estimating up to
$50 million in assets and liabilities.  Founded in 2001, HemCon --
http://www.hemcon.com/-- is a diversified medical technology
company that develops, manufactures and markets innovative wound
care, anti-microbial and oral care products for the military,
emergency medical, surgical, dental and over-the-counter markets.
HemCon has subsidiaries in the United Kingdom and Europe.

The bankruptcy filing comes after an en banc decision by the U.S.
Court of Appeals for the Federal Circuit on March 15, 2012, which
affirmed an award of $34.2 million in damages to Marine Polymer
Technologies Inc. in a patent infringement case initiated in 2006.

HemCon's European subsidiary is not subject to the Chapter 11
proceedings.

Judge Elizabeth L. Perris presides over the case.  Attorneys at
Tonkon Torp LLP represent the Debtor.  The petition was signed by
Nick Hart, CFO.


HOLLAND HOME: Fitch Rates $50.2 Million Revenue Bonds 'BB+'
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the following limited
obligation refunding revenue bonds to be issued on behalf of
Holland Home Obligated Group:

  -- $50.2 million Economic Development Corporation of the City of
     Kentwood (MI)

In addition, Fitch affirms the 'BB+' rating on approximately $46.9
million Kentwood Economic Development Corporation (MI) limited
obligation revenue bonds series 2006A&B (Holland Home Obligated
Group).

The Rating Outlook is Stable.

The series 2012 bonds are expected to be issued as fixed rate
bonds.  Proceeds will be used to refund Holland Home's outstanding
series 2000, series 2002B and series 2006B bonds, fund a debt
service reserve fund, pay approximately $3.5 million to terminate
an interest rate swap and pay costs of issuance.  The bonds are
expected to be priced the week of June 18th through negotiated
sale.

RATING RATIONALE:

STABLE OPERATING PERFORMANCE: Holland Home's operating performance
over the last three fiscal years has been stable and improving,
which Fitch believes will be sustained over the next one to two
years.

REFUNDING MODERATES RENEWAL RISK: The series 2012 refunding will
significantly reduce Holland Home's bank renewal risk, which is
viewed favorably.  Upon closing of the series 2012 issue, Holland
Home's capital structure will be comprised of about 77% fixed rate
and 23% direct bank placed debt.

WEAK LIQUIDITY: Holland Home's liquidity indicators remain weak
with days cash on hand of 161.7, cushion ratio of 3.3 times (x)
and cash to long term debt of 28.9% at April 30, 2012.

DIVERSIFIED REVENUE STREAM: Holland Home has improved operating
profitability over the last two years, which can somewhat be
attributed to its diversified revenue stream, including home
health and hospice care, which has helped to blunt the impact of
lower occupancy in the independent living (ILUs) and assisted
living units (ALUs).

MANAGEABLE DEBT BURDEN: While pro-forma maximum annual debt
service (MADS) of $8.7 million occurs in 2033, debt service is
level at $7.7 million from 2013 through 2032, which equates to a
moderate 10.8% of fiscal 2011 total revenues and historical pro-
forma coverage of 1.36x in fiscal 2011.

Security

The series 2012 bonds are secured by a revenue pledge of the
obligated group, a first mortgage lien on certain property, and a
debt service reserve fund.

Credit Summary

The 'BB+' reflects Holland Home's modest yet improving operating
performance, moderate debt burden and adequate pro-forma debt
service coverage and weak liquidity metrics.  Over the last three
fiscal years, Holland Home has generated year-over-year
improvement in operating profitability despite a very difficult
operating environment.  Operating ratio, net operating margin
(NOM) and net operating margin -adjusted have all shown
improvement each year.  Fitch believes the improvement reflects
management's effective expense control and the corporation's
growth in community based services, which has extended Holland
Home's brand and diversified its revenue stream.

Fitch views Holland Home's debt burden as moderate. While pro-
forma maximum annual debt service (MADS) of $8.7 million occurs in
2033, debt service from 2013 - 2032 is level at $7.7 million,
which equates to a moderate 10.8% of fiscal 2011 total revenues
and pro-forma coverage of 1.36x in fiscal 2011.  Through the four
months ended April 30th pro-forma coverage improved to 1.97x
reflecting improved entrance fee receipts.

While stable over the last three years, Holland Home's liquidity
indicators remain weak when compared to 'BBB' category medians.
At April 30, 2012, unrestricted cash and investments totaled $29.1
million, which translates into 161.7 days cash on hand, a cushion
ratio of 3.3x (based on pro-forma MADS) and cash to debt of 28.9%;
all of which trail the respective 'BBB' medians of 361.4, 5.9x and
51.0%.  Although increasing overall debt service, the series 2012
financing will reduce Holland Home's variable rate exposure and
its bank renewal risk which is viewed favorably by Fitch.  Upon
closing of the series 2012 issue, Holland Home's capital structure
will be comprised of 77% fixed rate and 23% variable rate debt.

Holland Home's swap portfolio consists of eight separate swap
transactions including seven floating to fixed rate swap
agreements and one basis swap agreement with three different
counterparties.  The floating to fixed rate swaps are structured
as hedges to convert Holland Home's variable-rate debt to a
synthetic fixed-rate obligation.  The total notional value of the
swaps is approximately $101.9 million and each of the
amortizations on the swaps matches a specific series of bonds.  At
April 30th, the mark-to- market on all the swaps was negative
$14.5 million.  Under certain of the swap agreements, Holland Home
is exposed to involuntary termination as a result of a below 'BB'.

The Stable Outlook reflects management's ability to successfully
navigate the organization through a very difficult operating and
real estate environment.  Operating performance has shown steady
improvement and the 2012 financing will lower the organization's
capital structure risk.  Based on the first four months of 2012,
the real estate market seems to have stabilized, which may result
in improved entrance fee receipts and stronger coverage for the
full year.

Holland Home's operates three campuses of multi-level senior
housing in Grand Rapids, MI, providing a total of 723 ILUs and
cottages, 435 assisted living and dementia units, 20 residential
hospice units and 241 nursing beds.  Under the Continuing
Disclosure Agreement, Holland Home covenants to provide audited
financial statements and utilization statistics within 180 days of
each fiscal year-end and quarterly interim financial statements
and utilizations within 60 days of each fiscal quarter-end.
Holland Home's disclosure to Fitch has been excellent in terms of
content and timeliness.


HOLLYFRONTIER CORP: S&P Affirms 'BB+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Dallas-based HollyFrontier Corp. and revised the
outlook on the rating to positive from stable. "At the same time,
we affirmed the 'BB+' issue-level rating on HollyFrontier's senior
unsecured debt," S&P said.

"The outlook revision reflects HollyFrontier's long track record
of being among the most profitable refineries in the U.S. combined
with very conservative financial metrics that it has sustained
throughout the cycle," said Standard & Poor's credit analyst Nora
Pickens. "The company has recently benefited from favorable
pricing on West Texas Intermediate crude (WTI) relative to Brent
and Louisiana Light Sweet crude. While we expect the company's
profitability advantage to decrease over the next 12 to 24 months
due to a contraction of the differential, we believe that
HollyFrontier is better situated than its peers. Due to the
proximity of its refineries to growing domestic oil fields, it
will likely enjoy a significant (likely at least in the $5/barrel
area) feedstock advantage relative to the bulk of U.S. refiners
that operate in the Gulf Coast. Still, HollyFrontier's business
risk position is tempered by the extreme volatility of oil
refining margins and its more modest scale relative to investment-
grade peers."

"The positive outlook on the rating reflects HollyFrontier's
above-average profitability compared with that of its peers and
its very low financial leverage metrics. We could raise the
ratings if HollyFrontier continues to post above-average refining
margins over the next 12-18 months, even as the expected
differential between WTI and Brent crude oil prices narrows, while
maintaining a conservative financial risk profile. In particular,
we would expect the company to maintain close to zero net debt
during most years and less than 1x-2x gross adjusted debt to
EBITDA, recognizing that EBITDA will be highly volatile along with
refining margins. We could revise the outlook to stable if we
believe that the company's historical profitability will become
less sustainable or if the company pursues less conservative
financial policies," S&P said.


HOSTESS BRANDS: ACE Objects to ADR Plan for Tort Claims
-------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that ACE American
Insurance Co. demanded changes to Hostess Brands Inc.'s plan to
handle tort claims outside of court, saying the bankrupt Twinkie
maker's alternative dispute resolution process needs to comport
with its insurance policies.

With 434 liability claims potentially covered under its policies
and subject to the alternative dispute resolution proposal, ACE
lodged an objection in New York bankruptcy court outlining various
aspects of the plan that it said could impinge on the insurer's
rights or run afoul of state insurance laws, according to Law360.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


ICG REAL ESTATE: Files Schedules of Assets and Liabilities
----------------------------------------------------------
ICG Real Estate Advisors, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Michigan its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $0
  B. Personal Property            $12,000,066
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $664,503
                                 -----------      -----------
        TOTAL                    $12,000,066       $664,503

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

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

ICG Real Estate Advisors, LLC, filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 12-48896) in Detroit on April 9, 2012.

Judge Marci B. McIvor presides over the case. Kenneth A. Nathan,
Esq., at Nathan Zousmer, P.C., in Southfield, Michigan, serves as
counsel to the Debtor.

ICG Real Estate Advisors -- http://icgreit.com-- manages
Inheritance Capital Group, LLC, a private equity commercial real
estate firm founded in 2006 with international capabilities based
in Southfield, Michigan.

ICG Real Estate Advisors claims to be the only minority owned
enterprise in the country certified by the Minority Business
Development Council (MBDC) to buy and sell corporate sale lease
backs.  ICG Real Estate Advisors specializes in single tenant net
lease real estate nationwide.


JEFFERSON COUNTY, AL: June 6 Hearing on Committee Appointment
-------------------------------------------------------------
The three creditors that were recommended by the Bankruptcy
Administrator for the Northern District of Alabama to serve on the
Official Committee of Unsecured Creditor, issued a statement in
support of the Bankruptcy Administrator?s recommendation that "a
Committee of Unsecured Creditors be appointed" in the Chapter 9
bankruptcy case of Jefferson County, Alabama.

Calling themselves "The Proposed Committee Members," the creditors
said there exists "an undeniable and long overdue need" for an
Official Committee in the case.  More than seven months have
passed since the bankruptcy filing date, and it has been nearly
three months since the Bankruptcy Court confirmed the County's
eligibility to file for Chapter 9.  Unsecured claims against the
County total in the hundreds of millions, consisting of financial,
trade, and other claims.  The County?s unsecured creditors have a
direct and substantial interest in the issues which have been
brought before the Court so far in this case, and are entitled to
representation by a committee with official status and the
recognized rights and powers set forth in section 1103 of the
Bankruptcy Code.  More importantly, only an Official Committee can
serve the crucial role of representing the interests of the
County?s unsecured creditors as the case moves forward and the
County seeks the support of its creditors for a plan of
adjustment.

On May 9, 2012, the Bankruptcy Administrator filed a Notice of
Appointment of Unsecured Creditors Committee, in which he
recommended the appointment of an official committee of unsecured
creditors consisting of Beckman Coulter, Inc., Bayerische
Landesbank, and UAB Health System.  The Bankruptcy Administrator
stated in the Notice of Appointment that he had solicited
participation from the County?s largest unsecured creditors and
that each of the Proposed Committee Members had responded to the
solicitation and indicated a willingness to serve.

The Proposed Committee Members convened a meeting by telephone on
May 18, 2012.  Pending approval of the Bankruptcy Administrator?s
recommendation and recognition in the case as an official
committee pursuant to section 1102 of the Bankruptcy Code, the
Proposed Committee Members formed an ad hoc committee of Jefferson
County unsecured creditors, and selected:

          Craig A. Wolfe, Esq.
          James S. Carr, Esq.
          Benjamin D. Feder, Esq.
          KELLEY DRYE & WARREN LLP
          101 Park Avenue
          New York, NY 10178
          Telephone: (212) 808-7800
          Facsimile: (212) 808-7897

to serve as counsel both for the Proposed Committee and -- upon
approval of the Bankruptcy Administrator?s recommendation -- the
Official Committee.

Kelley Drye is preparing a Bankruptcy Rule 2019 statement that it
intends to file in the case with respect to the Proposed Committee
and/or the Official Committee, as the case may be.

The Court will consider and act on the Bankruptcy Administrator?s
recommendation for the appointment of the Official Committee on
June 6, 2012 at 9:00 a.m.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JEFFERSON COUNTY, AL: Judge Extends Temporary Deal Over Cash Use
----------------------------------------------------------------
Thomson Reuters News & Insight reports that U.S. Bankruptcy Judge
Thomas Bennett ruled that Alabama's bankrupt Jefferson County and
its Wall Street creditors may extend for a month a temporary
agreement over cash generated by the county's sewer system.

According to the report, Judge Bennett last week issued an order
approving a continuation of a deal struck Feb. 15, that required
the county to pay $5.5 million to creditors monthly through May to
service its sewer debt.

The report relates the county and the creditors, including insurer
Syncora Guarantee, which backs a large share of Jefferson County's
$3.2 billion sewer debt, are battling in court over how much of
the system's net revenue should go to the creditors.  Other
creditors such as Bank of New York Mellon and JPMorgan Chase
argue the cash-strapped county is illegally holding back money
the county claims is needed for repairs and other capital
expenses.

The report notes Judge Bennett has not yet ruled on the dispute.

According to the report, the county in April skipped a $15 million
general obligation bond payment for the first time, as officials
said they needed the money to pay for basic government services.
State legislators two weeks ago spurned a bid by the county to
revive a wages tax that would have delivered an estimated
$60 million a year in revenue.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

Judge Bennett ruled in March 2012 that Jefferson County is
eligible under state law to pursue a debt restructuring under
Chapter 9.  Holders of more than $3 billion in defaulted sewer
debt had challenged the county's right to be in Chapter 9.


KENTUCKIANA MEDICAL: Finalizes $10MM Granger Investment Deal
------------------------------------------------------------
News and Tribune reports Kentuckiana Medical Center finalized a
deal with Michigan-based health care investors Granger Group after
the Bankruptcy Court approved a bankruptcy plan in the case.
Granger, through a newly formed entity, will assume the management
responsibilities of the hospital's operations.

As reported by the Troubled Company Reporter on March 22, 2012,
citing Bill Rochelle, the bankruptcy columnist for Bloomberg News,
Granger agreed to provide $10.8 million to finance Kentuckiana
Medical Center's plan in exchange for control of the hospital when
it emerges from Chapter 11.  Unsecured creditors with an estimated
$6 million in claims are to share $500,000.

According to News and Tribune, Granger said that in the next four
months more than $10 million of new capital will be invested in
the hospital to meet the requirements of the Plan.  The report
notes Dr. Eli Hallal, a key local investor in the hospital, said
the plan will be enough to finish construction of the hospital and
take it out of bankruptcy.  The financial restructuring plan is
valued at about $40 million, according to Granger Group.

News and Tribune recounts that, earlier this year, government-
backed land deals had been discussed as a means of rescuing the
hospital from bankruptcy.  That talked slowed down after the Clark
County Commissioners and the Clarksville Town Council each
rejected the proposals.

"I think it's very good they were able to resolve the issue within
the private sector," the report quotes Clarksville Town Council
President John Gilkey as saying upon receiving news of the Granger
deal.  "We're looking forward to working with them on the
development."

News and Tribune notes that, though the government-backed deals
were rejected, Clarksville still invested about $1.2 million in
infrastructure improvements around the hospital, including roads,
curbing and even a $41,000 storage tank to handle waste from the
hospital's decontamination room.

Clarksville, Indiana-based Kentuckiana Medical Center LLC filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No.
10-93039) on Sept. 19, 2010.  David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor.  The Debtor scheduled
$9,496,899 in assets, and $25,029,083 in liabilities.

Nancy J. Gargula, the U.S. Trustee for Region 10, appointed three
members to the Official Committee of Unsecured Creditors in
the Debtor's Chapter 11 cases.


KLN STEEL: Court Approves Sale-Based Chapter 11 Plan
----------------------------------------------------
Patrick Danner at San Antonio Express-News reports KLN Steel
Products Co. LLC and its two sister companies will be sold to a
Dallas company as part of a Chapter 11 reorganization plan.

According to the report, the plan calls for Avteq Inc. to make
some payments and assume various liabilities that combined are
about $11 million.  The plan was approved by U.S. Bankruptcy Court
Judge Craig A. Gargotta last week.  The transaction is slated to
close sometime between June 15 and June 22.

The report relates, as part an agreement with the debtors, Banco
Popular will foreclose on the 4200 Pan Am Expressway building
Tuesday.  The bank has agreed to enter into the lease with Avteq.
Avteq earlier this year offered about $16.6 million to acquire the
bankrupt companies as part of a stock purchase agreement.  But its
financial partner backed out, and Avteq opted not to proceed with
the deal.

The report adds Avteq since has obtained a line of credit from its
bank to proceed with the purchase.  The court hearing included
some fireworks, with a KLN competitor alleging it was thwarted in
its effort to participate in the bidding process for the bankrupt
companies.

The report says Patricia Tomasco, a KLN lawyer, argued that
University Loft raised its objection only after learning that
Avteq had re-emerged as a buyer.  When Avteq dropped its previous
bid, Mr. Tomasco said, University Loft officials were content to
see KLN's case converted to a Chapter 7 liquidation because it
would mean University Loft would lose a competitor.

The report says Mr. O'Donnell also testified it was critical that
Avteq's deal for the bankrupt companies close quickly because the
college market is in full swing, and government contracts are
being bid out now.  Judge Gargotta refused to grant University
Loft's request, ruling the company had ample opportunity to file
an objection prior to the hearing.

                    About KLN Steel Products

KLN Steel Products Company LLC, Dehler Manufacturing Co. Inc., and
Furniture by Thurston manufacture and market high quality
furniture for multi-person housing facilities and packaged
services for federal government offices and dormitory facilities.
They have two manufacturing facilities.  One is in San Antonio,
Texas, which is consolidated and designed to accommodate high
volume fabrication of standard and semi-custom steel furniture and
case goods of high quality for colleges and universities, military
quarters, and job corps centers, or wherever high quality, long
life, low maintenance furniture is essential.  The facility
includes a manufacturing facility of more than 170,000 square feet
capable of producing substantial projects on a timely basis.  The
second facility is located in Grass Valley, California, with more
than 61,000 square feet dedicated to the manufacturing of wood
furniture for military and university housing.

KLN Steel filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case
No. 11-12855) on Nov. 22, 2011.  Dehler (Case No. 11-12856) and
Furniture by Thurston (Case No. 11-12858) filed on the same day.
Judge Craig A. Gargotta oversees the case.  Patricia Baron
Tomasco, Esq., at Jackson Walker LLP, serves as the Debtors'
counsel.  Horwood Marcus & Berk Chartered serves as their special
counsel.  Conway MacKenzie, Inc., serves as financial advisor.
Each of the Debtors estimated assets and debts of $10 million to
$50 million.

San Antonio, Texas-based 4200 Pan Am LLC filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Case No. 11-13154) on Dec. 29, 2011.
Judge Gargotta oversees the case, taking over from Judge H.
Christopher Mott.  Patricia Baron Tomasco, Esq., at Jackson Walker
LLP, serves as 4200 Pan Am's counsel.  In its petition, the Debtor
estimated $10 million to $50 million in assets and debts. The
petition was signed by Edward J. Herman, manager.

4200 Pan Am sought joint administration of its case with those of
affiliates Dehler, Furniture By Thurston, and KLN.

The Official Committee of Unsecured Creditors in the Chapter 11
cases of KLN Steel Products Company, LLC, et al., is represented
by Hall Attorneys, P.C.  The Committee tapped Navigant Consulting
(PI), LLC as its financial advisor.


LAST RUN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Last Run, LLC
        P.O. Box 2165
        Gilbert, AZ 85299

Bankruptcy Case No.: 12-12236

Chapter 11 Petition Date: May 31, 2012

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

Judge: Charles G. Case II

Debtor's Counsel: Harold E. Campbell, Esq.
                  CAMPBELL & COOMBS, P.C.
                  1811 S. Alma School Rd., Suite 225
                  Mesa, AZ 85210
                  Tel: (480) 839-4828
                  Fax: (480) 897-1461
                  E-mail: heciii@haroldcampbell.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/azb12-12236.pdf

The petition was signed by Charles R. Freeman, Jr., managing
member.


LEHMAN BROTHERS: To Buy Archstone Stake for $1.58 Billion
---------------------------------------------------------
Lehman Brothers Holdings Inc. entered into a deal to buy the last
portion of Archstone it does not own for $1.58 billion, Reuters
reported, citing a person familiar with the deal as its source.

The deal calls for Lehman, one of the three owners of Archstone,
to buy the remaining 26.5% of the apartment company from Bank of
America Corp. and Barclays Plc.

The last portion of Archstone is critical to Lehman because under
the ownership structure, a unanimous vote is required for all
important decisions regarding the apartment company, according to
the report.

Lehman owns 73.5% of Archstone and has sought to buy the
remaining 26.5%.  Initially, the company owned a 47% stake while
the banks owned a 53% stake, Bloomberg News reported.

In December, Equity Residential, Sam Zell's investment firm,
offered to acquire a 26.5% stake in Archstone from the two banks
for $1.33 billion.  Lehman, however, exercised its right to match
other offers for the stake and acquired it instead.

The December deal also allowed Equity Residential to bid for the
second 26.5% stake of Archstone should it not get the first
slice.  The last slice carried a price tag of at least $1.325
billion but that was later raised to $1.5 billion, Reuters
reported.

The original deal with Equity Residential included a break-up fee
for Equity Residential of at least $80 million.  Under the deal
for the second 26.5% stake, the break-up fee will increase to
$150 million, according to the report.

Archstone, which Lehman acquired in a $22 billion leveraged
buyout with Tishman Speyer Properties LP, has ownership interests
in hundreds of apartment developments from Washington and New
York to San Francisco.  Lehman and the banks made loans, which
they later converted to equity after Archstone faltered in the
2008 credit crisis.

                     About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Has Deal With Administrator of German Unit
-----------------------------------------------------------
Lehman Brothers Holdings Inc. asked Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to approve
a settlement of claims with the administrator of Lehman Brothers
Capital GmbH.

Under the deal, LB Capital will have allowed unsecured claims
totaling more than $36.9 million against Lehman, and another
$209,132 in unsecured claim against the company's special
financing unit.  Lehman's commercial paper unit will have
GBP72,998 in unsecured claim against LB Capital.

The claim against Lehman stemmed from its guarantee of amounts
due from Lehman Brothers Bankhaus AG related to an intercompany
receivable for LB Capital's deposit of certain cash receipts.

The two other claims were filed against Lehman's special
financing unit and LB Capital related to non-trading general
intercompany accounts, according to court papers.

The proposed settlement is formalized in an 11-page agreement, a
copy of which is available for free at:

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

LB Capital, a German affiliate of Lehman, was created for trading
with third parties.  The trades, which occurred around 2003 and
2004, generated cash that was placed with Lehman and LB Bankhaus.
In exchange for such cash, LB Capital, which is under insolvency
proceeding, received intercompany receivables from both
companies.

A court hearing on the proposed settlement is scheduled for
June 13, 2012.  Objections are due by June 5, 2012.

                     About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: Proposes Settlement With Sumitomo
--------------------------------------------------
Lehman Brothers Holdings Inc. seeks court approval of a settlement
resolving Sumitomo Mitsui Banking Corp.'s claim against the
company.

Under the deal, Claim No. 65573 filed by the bank will be reduced
from $92,087,080 to $90,481,122, and will be allowed as an
unsecured guarantee claim against Lehman in Class 5 of the Chapter
11 plan.

The agreement also contains terms protecting Lehman in case
Sumitomo receives full payment of its claim from the company or
from its primary obligors.  Sumitomo agreed to be liable with any
subsequent holders of the allowed claim to Lehman for the
disgorgement of any distributions or other consideration.

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

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

A court hearing to consider approval of the settlement is
scheduled for June 28, 2012.  Objections are due by June 15.

                     About Lehman Brothers

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

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

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

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

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

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

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

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

               International Operations Collapse

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

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

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


LIBERTY TIRE: Moody's Downgrades CFR to 'Caa1'; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service has lowered ratings of Liberty Tire
Recycling Holdco, LLC, including the corporate family rating (CFR)
to Caa1 from B3. The rating outlook is negative. The CFR downgrade
reflects the company's minimal earnings growth over the past two
quarters and a more dramatic reduction in liquidity than was
anticipated when the rating was downgraded to B3 in October 2011.
The negative outlook expresses Moody's concern over the company's
limited liquidity, an expansion spending level that is outpacing
cash flow from operations as well as delays in commercialization
of the expanded Ontario, Canada facility.

Ratings are:

Corporate family, to Caa1 from B3

Probability of default, to Caa1 from B3

$200 million 11% senior unsecured notes due 2016 to Caa2 LGD4, 67%
from Caa1 LGD4, 65%

Rating outlook, Negative

Ratings Rationale

The Caa1 CFR reflects debt to EBITDA of 6.7x on a Moody's adjusted
basis, high for the waste sector where capital requirements are
large. Interest coverage metrics are also poor because of weak
earnings and high coupon debt.

Several economic trends are presenting a stiff headwind to a
potential recovery in margins or future sales growth. Low natural
gas prices, a weak commercial construction market in North America
and declining state and local government spending will likely
crimp demand for recycled tire products. A lack of growth in
average miles driven in North America will likely forestall better
collection revenues. Any financial performance improvement would
likely follow full commercialization of the Ontario, Canada plant
expansion project and restart of the Lockport, NY facility (which
caught fire in September 2011). Benefit from these two projects
would be material, but not dramatic.

Moody's expects that the minimal level of liquidity that existed
following the company's seasonal low demand period (winter) and
its April 1st bond coupon payment (less than $15 million) will not
continue and that liquidity should improve modestly with the
uptick in seasonal sales. However, until both the Ontario and
Lockport facilities are operating at normal levels, free cash flow
will be minimal. Although Moody's does not anticipate much free
cash flow generation near-term, scheduled debt maturities are low
until October 2014, when the revolver expires. Hence, if the
company can fix its operational issues the rating outlook could
change to stable later in 2012.

The negative rating outlook considers several observations that
add caution and may cause further ratings decline. The Ontario,
Canada plant expansion project quickly grew in scope and the ramp-
up duration has been prolonged. Poor execution of the project has
added transportation costs because the company must transport
tires that it collects in Ontario to more distant processing
facilities. Transportation management represents a fundamental
aspect of an efficient waste collection business. The degree of
margin gain from Ontario and/or Lockport plant completion may not
be large because the company has raised overhead by adding staff
to better manage its expanded operations and to more effectively
market its processed tire products. A tight liquidity profile
limits financial flexibility and ability to continue absorbing
further cash flow deficits. The company's aggressive expansion
spending pace since 2010, low margins, and multiple years of poor
return on asset statistics make the credit seem potentially
untenable.

Stabilization of the rating outlook would follow expectation of
greater liquidity (cash plus sustained borrowing availability
together exceeding $20 million), debt to EBITDA sustained below 6x
and commensurate covenant compliance headroom. The ratings could
be lowered if financial metrics, especially cash flow metrics, do
not improve and/or if liquidity weakens and falls below $10
million. A ratings upgrade would likely follow an expectation of
debt to EBITDA sustained below 5x, free cash flow to debt in the
low single digit percentage range and adequate liquidity.

Liberty Tire Recycling Holdco, LLC, headquartered in Pittsburgh,
PA is a scrap tire collector and recycler in the United States and
Canada. Revenues in 2011 were just under $300 million. The company
is majority owned by American Securities, LLC.


LIGHTSQUARED INC: Senator Criticizes FCC, White House
-----------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Sen. Chuck Grassley,
R-Iowa, criticized the Obama administration and the Federal
Communications Commission over their actions regarding
LightSquared Inc., a failed wireless startup that he says was able
to get as far as it did thanks to political pressure.

Law360 relates that lobbyists had a too-powerful role in pushing
through LightSquared's plans to use its satellite system to help
create a terrestrial 4G network to allow wireless service
providers to compete with AT&T Inc. and Verizon Wireless.

                        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.


LINKOUS LAND: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Linkous Land, LLC
        P.O. Box 98
        Jarrettsville, MD 21084

Bankruptcy Case No.: 12-20303

Chapter 11 Petition Date: May 31, 2012

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

Judge: Nancy V. Alquist

Debtor's Counsel: Deborah H. Devan, Esq.
                  NEUBERGER, QUINN, GIELEN, RUBIN & GIBBER
                  One South St., 27th Floor
                  Baltimore, MD 21202-3282
                  Tel: (410) 332 8522
                  Fax: (410) 332 8505
                  E-mail: dhd@nqgrg.com

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

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

A copy of the Company's list of its three largest unsecured
creditors is available for free at
http://bankrupt.com/misc/mdb12-20303.pdf

The petition was signed by Fred S. Linkous, member.


M WAIKIKI: Marriott Claim Pegged at $18.4 Million
-------------------------------------------------
Bankruptcy Judge Robert J. Faris ruled that Marriott Hotel
Services, Inc. and Marriott International, Inc., will have an
$18,473,805 claim for purposes of voting and feasibility of the
plans filed in M Waikiki LLC's Chapter 11 case.  The Estimated
Marriott Claim takes into account the present value of Marriott's
management fees and the present value of lost profits, subject to
adjustments.

Marriott and the Debtor have filed competing plans in the case.
The bankruptcy judge was scheduled to hold trial beginning June 1
to decide whether to sign a confirmation order approving one plan
or the other.  If necessary, the confirmation trial will continue
June 4 to 8, and resume again July 9 to 13.

The hotel's plan would have the Davidson Family Trust from Incline
Village, Nevada, retain ownership.

Marriott is proposing a competing reorganization plan to wrest
control from the owners who are proposing to pay creditors in full
under their plan.

A copy of the Court's May 29, 2012 Findings of Fact and
Conclusions of Law is available at http://is.gd/BxoSJifrom
Leagle.com.

                          About M Waikiki

M Waikiki owns the Modern Honolulu, a world-class, luxury hotel
property located close to Waikiki Beach in Hawaii.  The hotel is
being managed by Modern Management Services LLC, an affiliate of
Aqua Hotels and Resorts.

M Waikiki is a Hawaii limited liability company with its principal
place of business located in San Diego, California.  It is a
special purpose entity, having roughly 75 indirect investors,
which was formed to acquire the Hotel.

The Company filed for Chapter 11 protection (Bankr. D. Hawaii Case
No. 11-02371) on Aug. 31, 2011.  Judge Robert J. Faris presides
over the case.  Patrick J. Neligan, Esq., and James P. Muenker,
Esq., at Neligan Foley LLP, in Dallas, Tex.; Simon Klevansky,
Esq., at Klevansky Piper, LLP, in Honolulu, Hawaii, are the
attorneys to the Debtor.  Bickel & Brewer serves as special
litigation counsel.  The Debtor tapped XRoads Solutions Group,
LLC, and Xroads Case Management Services, LLC, as its financial
and restructuring advisor.  The Debtor disclosed $216,116,142 in
assets and $135,085,843 in liabilities as of the Chapter 11
filing.

Modern Management is represented by Christopher J. Muzzi, Esq.,
at Moseley Biehl Tsugawa Lau & Muzzi LLC.

Marriott Hotel Services, which used to provide management
services, is represented by Susan Tius, Esq., at Rush Moore LLP
LLP, and Carren B. Shulman, Esq., at Sheppard Mullin Richter &
Hampton LLP.

James A. Wagner, Esq., and Chuck C. Choi, Esq., at Wagner Choi &
Verbrugge, in Honolulu, serve as bankruptcy counsel for the
Creditors' Committee.


MARIANA RETIREMENT FUND: Court Dismisses Ch.11; Appeal Mulled
-------------------------------------------------------------
The CNMI Retiree Blog reports Judge Robert Faris dismissed the
Chapter 11 case of the Northern Mariana Islands Retirement Fund
even after hearing arguments from the Fund's counsel, Jeremy
Coffee.

As reported by the Troubled Company Reporter last week, Judge
Faris indicated he was inclined to dismiss the bankruptcy case,
convinced that the Fund is an instrumentality of the state
government and not entitled to protections under Chapter 11.

As reported by the TCR, several parties in interest have called
for the dismissal of the case.  These include two unnamed clients
of lawyer Bruce Jorgensen, the office of the United States
Trustee, the CNMI government and the Commonwealth Ports Authority,
the creditors committee, and two retirees and members of the NMI
Retirement Fund.  A hearing was held June 1 on the Motions to
Dismiss.

According to CNMI Retiree Blog, Mr. Coffee asked Judge Faris not
to issue an Order of Dismissal yet to give counsel time to
consider options, including an appeal.  Judge Faris said there
would be a period of time before his actual written Order is out
and, according to Retiree Blog, the judge mentioned "14 days" or
so.  The Blog notes Judge Faris told retirees things remain as
they are at least for the 14 days.

According to the Blog, before ending Judge Faris said "the way the
government has treated the Fund is shameful."  "He was also
appalled after reading in our local news that active employees
were even attempting to withdraw money from the NMIRF. He found
that just as shameful," the Blog says.

Marianas Variety reports that Lt. Gov. Eloy S. Inos has said the
dismissal of the bankruptcy case will lead to a declaration of a
state of emergency for the Fund.  According to the report,
although the judiciary process is not yet final because the Fund
may still file an appeal, Mr. Inos said the administration will go
ahead with its plan  to move active Fund members into U.S. Social
Security.  Asked why an emergency declaration is necessary, Mr.
Inos said the administration wants to make sure "there is
protection in the Fund."  Whatever amount of money is left, he
added, the government wants the Fund to manage it more diligently.
He said the declaration of a state of emergency will  allow for
the continued operation of the Fund.

According to Marianas Variety, Mr. Inos said the administration
will continue to work closely with U.S. Congressman Gregorio
Kilili Camacho Sablan in trying to pass legislation allowing for
the Social Security buyback.  Mr. Inos said the administration
also wants to make sure that the matters of retirees' pensions
will be "addressed properly."  Some expect that under an emergency
declaration, pension benefits will be cut.

                    About NMI Retirement Fund

The Northern Mariana Islands Retirement Fund --
http://www.nmiretirement.com/-- is a public corporation of the
Commonwealth of the Northern Mariana Islands that receives and
invests retirement contributions and pays certain benefits to or
on account of certain retirees of the Commonwealth government,
their survivors, and certain disabled persons.

The Fund, through its administrator Richard Villagomez, filed a
Chapter 11 bankruptcy petition in the U.S. District Court for the
Northern District of Mariana Islands in Saipan (Case No. 12-00003)
on April 17, 2012.

The Fund is represented by Brown Rudnick LLP and the Law Office of
Braddock J. Huesman, LLC.

The Fund said in court papers that the Chapter 11 filing was
precipitated by the discrepancy between the Debtor's current
ability to pay benefits to beneficiaries and the Debtor's current
obligations to those same beneficiaries.  The Fund said it would
exhaust its cash by July 2014.  It has been unable to collect a
$325 million judgment against the islands' government, and the
commonwealth decided to reduce contributions toward workers'
pensions.

As a result of continuous underfunding, which necessitated
withdrawing from its portfolio to cover funding shortfalls, the
value of the Fund's assets has fallen from $353,475,412 in 2009 to
its current level of $268,448,997, the Debtor's counsel has said.
The counsel also said the Fund is subject to liabilities (both
current and actuarial) totaling about $911 million.

An official committee of unsecured creditors, consisting of Fund
members, has been appointed in the case.


MARKWEST ENERGY: Fitch Affirms 'BB' IDR & Senior Unsecured Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed MarkWest Energy Partners, L.P.'s Issuer
Default Rating and senior unsecured rating at 'BB' and the senior
secured rating at 'BB+'.

The Outlook remains Stable.  The rating action affects
approximately $1.8 billion of debt outstanding.

Key rating factors which support the rating include:

  -- A reasonably geographically diverse footprint with leading
     positions in the liquids-rich areas in the Mid-continent and
     Appalachia;

  -- Strategically well-positioned assets with exposure to the
     rapidly growing Marcellus Shale;

  -- An increasing amount of fee-based revenue sources and a
     layered hedging strategy;

  -- A strategy to fund growth with a combination of debt and
     equity.

The ratings also factor in the following concerns:

  -- A significant percentage of non-fee-based cash flows from
     keep-whole and percent-of-proceeds arrangements;

  -- Reliance on drilling and production activities in the E&P
     sector for gathering and processing volumes, which in turn
     are ultimately driven by volatile hydrocarbon prices;

  -- A capital expenditure program which has been growing
     significantly;

  -- Use of a hedging strategy which primarily uses proxy hedging
     which can be affected by the periodic breakdown in the
     correlation between crude oil and natural gas liquids (NGL)
     prices.

Leverage: At the end of the first quarter of 2012 (1Q'12), debt to
adjusted leverage (defined as debt to adjusted EBITDA) was 3.7x
which was an improvement from the 4.1x at the end of 2011.

Fitch anticipates that leverage should remain below 4.0x by the
end of 2012.  MarkWest's financing strategy for the large capital
expenditure program may ultimately result in leverage which
differs from Fitch's expectations.

Adequate Liquidity: At the end of 1Q'12, MarkWest had $1.2 billion
of liquidity which consisted of $348 million of cash and $878
million available on its revolving bank facility which extends
until 2016.  The cash balance reflects net equity proceeds of $425
million during the first quarter.

Fitch considers the current revolver's size and the company's
financial flexibility to be adequate to meet MarkWest's liquidity
needs.  The next debt maturity will occur in 2018.

Acquisitions: MarkWest has been growing significantly over the
last couple of years and acquisitions have been a component of
company strategy.  During 2011, the company acquired the remaining
49% stake in the MarkWest Liberty Midstream joint venture from The
Energy Minerals Group (EMG) for $1 billion in cash and 19.95
million class B units.  In May 2012, MarkWest acquired Keystone
Midstream for $512 million.

Capital Expenditures: With the announcement of the Keystone
acquisition, MarkWest increased its forecast for spending in 2012.
Previously, spending was planned in the range of $900 million to
$1.3 billion.  The new forecast will raise this estimate by $200
million to a range of $1.1 billion to $1.5 billion.

In 2011, capital expenditures were much lower at $551 million.
The significant increase in 2012's projected spending over 2011 is
a result of MarkWest's 100% ownership of Liberty versus its
previous stake of 51%, spending associated with Keystone expansion
projects, and other organic growth opportunities.

Distributions and DCF: Following the increase in distributable
cash flow (DCF) in the recent quarter to $109 million from $76
million in the year ago period, MarkWest increased its quarterly
distribution by 18%.  The distribution coverage for the latest 12-
month period ending March 31 2012 was healthy at 1.2x, which was
unchanged from the end of 2011.

In 2011, DCF was $333 million.  MarkWest projects 2012 in the
range of $440 million to $500 million.

Hedging: The company uses some direct product hedges but primarily
employs a proxy hedging strategy which is vulnerable to a periodic
breakdown in the correlation between crude oil and NGLs.  At the
end of 1Q'12, 65% of its contracts were hedged for 2012,
approximately 55% for 2013, and 27% for 2014.


MCMULLEN'S LANDING: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: McMullen's Landing Construction, LLC
        16 McMullen's Wharf Court
        Perryville, MD 21903

Bankruptcy Case No.: 12-20311

Chapter 11 Petition Date: May 31, 2012

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

Judge: Nancy V. Alquist

Debtor's Counsel: Deborah H. Devan, Esq.
                  NEUBERGER, QUINN, GIELEN, RUBIN & GIBBER
                  One South St., 27th Floor
                  Baltimore, MD 21202-3282
                  Tel: (410) 332 8522
                  Fax: (410) 332 8505
                  E-mail: dhd@nqgrg.com

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

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

A copy of the Company's list of three largest unsecured creditors
is available for free at http://bankrupt.com/misc/mdb12-20311.pdf

The petition was signed by Fred S. Linkous, member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Linkous Land, LLC                      12-20303   05/31/12


MEDIMEDIA USA: S&P Lowers CCR to 'CCC+' on Liquidity Stress
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Yardley, Pa.-based MediMedia USA inc. to 'CCC+' from 'B-
'. The rating outlook is negative.

"In conjunction with the downgrade, we also lowered the issue-
level rating on the company's senior secured credit facility by
one notch to 'B' from 'B+'. The recovery rating on the facility
remains unchanged at '1', indicating our expectation of very high
(90% to 100%) recovery for lenders in the event of a payment
default," S&P said.

"In addition, we lowered the issue-level rating on MediMedia's
$150 million subordinated notes to 'CCC-' from 'CCC'. The recovery
rating on the notes remains unchanged at '6', indicating
expectations for negligible (0%-10% recovery of principal," S&P
said.

"The downgrade is based on our expectation of limited liquidity
and little cushion with covenant compliance levels," said Standard
& Poor's credit analyst Daniel Haines. "During the fourth quarter,
$15.3 million of the $45 million revolver matures and the company
will have to make a semi-annual interest payment on the
subordinated notes. We believe these two factors could strain
liquidity. We also expect headroom with the senior leverage
covenant to be slim as the covenant steps down a quarter turn in
the third quarter of 2012. The 'CCC+' rating reflects the
company's 'weak' business risk profile (based on our criteria),
very high leverage, minimal discretionary cash flow, and our
expectation of tight liquidity. We view the company's business
risk profile as weak based on its small niche position in health
education and services. We also view its financial profile as
'highly leveraged.' MediMedia's adjusted debt to EBITDA was steep
at over 10x as of March 31, 2012," S&P said.

"Although we expect 2012 revenue will be flat to slightly down and
debt to EBITDA to remain high over the next several years," added
Mr. Haines, "we expect 2012 credit metrics to improve from current
levels as a result of one-time costs rolling off and cost-cutting
efforts."

"The negative outlook reflects our view that liquidity could come
under pressure during the fourth quarter and that covenant
headroom may be minimal during the remainder of the year. We could
lower the rating if we become convinced that the company will not
be able to turn around its operations and have sufficient
liquidity in the fourth quarter. We could also lower the rating if
we conclude that the company will violate its covenants," S&P
said.

"We could change the outlook to positive or raise the rating if it
becomes apparent that the company will be able to maintain
satisfactory liquidity and covenant headroom of 10% or more. This
would likely be the result of a stabilization of the
pharmaceutical marketing business and possibly additional
liquidity sources," S&P said.


MF GLOBAL: Liquidating Trustee Has Report on Probe
--------------------------------------------------
James W. Giddens, the Trustee for the liquidation of MF Global
Inc., filed a report on his independent investigation into the
failure of the broker-dealer with the United States Bankruptcy
Court for the Southern District of New York, the Honorable Martin
Glenn, presiding.

"As attempts were made to transform MF Global into a full-service
global investment bank, management failed to add to its Treasury
Department and technology infrastructure, which was needed to meet
the demands on global money management and liquidity," Giddens
said.  "My investigation has concluded that management's actions,
along with the lack of sufficient monitoring and systems, resulted
in customer property being used during the liquidity crisis to
fund the extraordinary liquidity drains elsewhere in the business,
including margin calls on European sovereign debt positions."

"In light of these conclusions, I have determined there may be
valid claims against individuals and entities.  In my capacity as
Trustee, I will make every effort to ensure that such claims
result in the greatest possible returns to customers in an
efficient and fair manner, whether those claims are pursued by my
office or others," Giddens said.

The Trustee's findings in the report are based on his counsel's
interviews of more than one hundred people, along with review of
hundreds of thousands of documents, and an extensive forensic
investigation conducted with the assistance of forensic
accountants at Ernst & Young LLP.

Because the Trustee does not have law enforcement or regulatory
authority, the report draws no conclusions about possible criminal
liability or whether sanctionable regulatory violations occurred.
The Trustee has been cooperating with the various law enforcement
and regulatory agencies investigating MF Global's collapse and
does not wish to impede those efforts.

Causes of Action

The Trustee has concluded that valid claims may be asserted
against certain individuals and entities.  He will use his efforts
to pursue these claims, either through litigation or negotiation,
or to support the pursuit of these claims by others to recover
customer property in accordance with his goal to return as much
customer property as possible.  The Trustee expects, in light of
progress in negotiations, further consultation with customer
representatives, and legal analysis, to reach decisions about
commencing most major litigation to recover customer property
within 60 days.

The Trustee is working diligently and expeditiously in the pursuit
of potential claims:

DIRECTORS & OFFICERS: The Trustee believes that claims, including
claims for breach of fiduciary duty and negligence, may be
asserted against former MF Global CEO Jon Corzine, former MF
Global CFO Henri Steenkamp, and former MF Global Assistant
Treasurer Edith O'Brien, among others. The Trustee is already
consulting with commodities' customers' class action counsel about
actions against officers and directors and other employees, and
the Trustee has also communicated with relevant insurers.

JPMORGAN CHASE: The Trustee is engaged in discussions with
JPMorgan Chase (JPM) with respect to transfers that the Trustee
believes may be voidable or otherwise recoverable. JPM has
cooperated with the Trustee's investigation, and the Trustee has
announced publicly that he is engaged in active discussions with
JPM with respect to these matters. In the event these discussions
do not result in an agreement, the Trustee, if appropriate, will
commence litigation. To date, JPM has returned approximately $89.2
million in customer property and $518.4 million in non-segregated
unallocated MF Global Inc. assets, subject to certain reservations
of JPM's security interest in such funds. This sum includes $168.1
million in funds representing the proceeds of excess collateral
that JPM held at the commencement of MF Global Inc.'s liquidation,
which will be subject to an appropriate allocation.

30.7 FUNDS: Legal proceedings are underway in the U.K. to restore
property that was or should have been segregated for customers
trading on U.K. and other foreign exchanges. A procedural hearing,
the first before the U.K. Court, was held this past Friday, in
part setting the schedule for this litigation.

The report explains that the Trustee does not believe, based on
his investigation and his counsel's analysis, that there are
likely to be sound bases for pursuing claims against non-insider
customers for return of accounts.

The Trustee, in his efforts to preserve his negotiating position,
cannot comment on the details of the potential causes of action
that may be available to him or to others to restore customer
property.

MF Global Inc. Estate

The current gap between the value of allowable commodities claims
and the assets that are under the Trustee's control continues to
be approximately $1.6 billion, consisting of an approximate $900
million deficiency in domestic accounts (both commodities and
securities) and an approximate $700 million deficiency related to
trades by customers on foreign exchanges (30.7 funds).

The Trustee's goal remains a 100 percent return of property to all
public commodities and securities customers.  The Trustee has
determined that the elimination of the shortfall and the
possibility of a 100 percent return of property to all public
commodities customers will require a combination of three material
developments: first, successful recovery of funds in the U.K.
proceedings; second, recoveries, if available, through litigation
and negotiation with third parties; and third, allocation of non-
segregated property to the pools of customer property pursuant to
the Securities Investor Protection Act and the Commodities
Exchange Act, and the regulations thereunder.

At this time, the Trustee continues to expect that the prospects
for substantial dividends to general unsecured creditors are low.

Detailed Acounting of MF Global's demise

The trustee's report provides extensive details about the factors
that led to Mf Global Inc.'s demise, the nature of the liquidity
crisis and flow of funds and transactions in the last week of MF
Global Inc.'s existence, and the circumstances surrounding the
invasion of customer property.

The investigation shows that MF Global's business dramatically
changed after Jon Corzine took over as CEO and Chairman of the
Board of MF Global Holdings in March 2010.  The company moved from
being a modest customer and proprietary security business into a
full-service global investment bank, with new lines of business
that increased demands for daily liquidity.  Despite the increased
demands on global money management and liquidity, the firm's
Treasury Department did not expand or modernize and the firm never
implemented systems or tools for accurate real-time monitoring of
liquidity. The firm often tracked liquidity and ability to
transfer funds by informal means that were derived from several
different reports, both computerized and oral.

Under the personal direction of Corzine, MF Global began trading
European sovereign debt securities.  Those investments peaked at
nearly $7 billion in October 2011, and the exposure was more than
four-and-a-half times the firm's total equity - a level of risk
that was orders of magnitude greater than the relative exposure at
other, larger institutions.

The Trustee's investigation shows that a risk analysis conducted
by MF Global in September and October 2011 examined the likely
sources of losses and demands for funding if the company suffered
a significant financial disaster, including a downgrade, but
seriously underestimated both the speed and extent of demands on
liquidity.  The total underestimating was between $600 million and
$1 billion, which was the approximate amount of customer funds
released from segregation and not returned during the final days
of the firm's operation.

The investigation found that a customer "run on the bank" and
unwinds of repo counterparty and proprietary positions, all within
a three-day time period, overwhelmed MF Global, which one former
MF Global executive called the "liquidity asphyxiation" of the
company.

During the last week of MF Global's existence, as intraday
transfers significantly increased, there was a panic regarding
segregation compliance within MF Global's Treasury Department.  If
customer funds had been properly protected, those funds should
have been largely, if not completely, unaffected by the liquidity
crisis.  Instead, those funds were used to fund MF Global's
liquidity needs in at least the latter part of the week of October
24th, ultimately resulting in the firm reporting that there was an
approximately $952 million shortfall in segregated funds.

Recommendations

The report also includes a discussion of the Trustee's
recommendations for legislative, regulatory or other reforms that
might help avert similar liquidations in the future, or at least
alleviate their consequences:

   -- Abolish the alternative calculation method and implement a
requirement to segregate an amount in excess of 100% of customer
funds.

   -- Eliminate the segregated versus secured distinction in
Commodity Futures Trading Commission (CFTC) Regulation 30.7,
ensure consistency of customer protection when trading overseas,
and monitor compliance abroad closely.

   -- Create a protection fund for futures and commodities
customers under a certain threshold, and implement suitability
standards for customers of Futures Commission Merchants (FCMs).

   -- Provide for civil liability for officers and directors in
the event of a commodities segregation shortfall.

   -- Consider simplifying some CFTC rules for bulk transfers and
claims in an FCM liquidation proceeding.

  -- Enact legislation explicitly authorizing Trustee standing on
behalf of customers.

Interim Report and Fees

The Trustee also filed with the Bankruptcy Court an interim report
on claims processing and fee applications for his legal counsel.

The Trustee has now determined virtually all commodity claims and
will, to the extent possible, shortly commence making interim
distributions authorized by the Bankruptcy Court to both 4d
commodity customers and 30.7 commodity customers. Most retail
claimants have agreed to the determinations made by the Trustee.
The primary objections are for claims filed by administrators or
trustees for MF Global entities, including MF Global UK Ltd. and
MF Global Holdings Ltd., which represents primarily banks and bond
holder creditors, the largest of which is JPMorgan Chase.  These
objections will be heard by the Bankruptcy Court, and the Trustee
must continue to hold sufficient reserves until these objections
are resolved.  The Trustee is working expeditiously to resolve
objections and will seek to make interim distributions while
maintaining a sufficient reserve.

The Trustee also filed a motion with the Court for approval of
counsel's fees through February 2012, which total approximately
$17 million.

                           About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than 70
exchanges around the world.  The firm also was one of 22 primary
dealers authorized to trade U.S. government securities with the
Federal Reserve Bank of New York.  MF Global's roots go back
nearly 230 years to a sugar brokerage on the banks of the Thames
River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had US$41,046,594,000 in total assets and
US$39,683,915,000 in total liabilities.  It was the largest
bankruptcy filing in 2011.

MFGH's subsidiaries MF Global Capital LLC, MF Global FX
Clear LLC and MF Global Market Services, LLC filed for bankruptcy
protection on Dec. 19, 2011.

MF Global Holdings USA Inc., doing business as Farr Whitlock
Dixon & Co. Inc., and Man Group USA Inc., filed a Chapter 11
petition on March 2, 2012.  Holdings USA provided administrative
services to MF Ltd. and its domestic subsidiaries.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the
bankruptcy cases of MF Global Holdings Ltd. and its affiliates.
The Chapter 11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors retained Dewey &
LeBoeuf LLP, as counsel; and Capstone Advisory Group LLC as
financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.  Seven directors of MF Global Holdings resigned from
their posts on Nov. 28, 2011.

U.S. regulators are investigating about US$633 million missing
from MF Global customer accounts, a person briefed on the matter
said Nov. 3, according to Bloomberg News.

The New York Stock Exchange has removed MFGI securities from
listing.

Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


MONGE PROPERTY: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Monge Property Investments, Inc.
        1314 Brightwood Street
        Monterey Park, CA 91754

Bankruptcy Case No.: 12-29275

Chapter 11 Petition Date: May 31, 2012

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

Judge: Thomas B. Donovan

Debtor's Counsel: David M Reeder, Esq.
                  REEDER LAW CORPORATION
                  1880 Century Park East, Suite 1200
                  Los Angeles, CA 90067
                  Tel: (310) 557-8911
                  Fax: (310) 557-0380
                  E-mail: david@reederlaw.com

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

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

A copy of the Company's list of its nine largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-29275.pdf

The petition was signed by Ruben Monge, Jr., president.


MT'S CHOP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: MT's Chop House of Vero Beach, LLC
        1555 Ocean Drive
        Vero Beach, FL 32963

Bankruptcy Case No.: 12-23475

Chapter 11 Petition Date: May 31, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Brett A. Elam, Esq.
                  THE LAW OFFICES OF BRETT A. ELAM, P.A.
                  105 S Narcissus Ave # 802
                  West Palm Beach, FL 33401
                  Tel: (561) 833-1113
                  E-mail: belam@brettelamlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb12-23475.pdf

The petition was signed by Mark Terheggen, managing member.


NEI: Receives Non-Compliance Notification From NASDAQ
-----------------------------------------------------
NEI received a letter from The NASDAQ Stock Market notifying NEI
that during the preceding 30 consecutive trading days the closing
bid price of NEI's common stock has been below the $1.00 minimum
bid per share required for continued listing on the NASDAQ Global
Market under NASDAQ Marketplace Rule 5450(a)(1).

This letter has no immediate effect on the listing of NEI's common
stock.

The letter stated that, in accordance with NASDAQ Marketplace Rule
5810(c)(3), NEI will be provided 180 calendar days, or until
November 26, 2012, to regain compliance with the minimum bid price
requirement set forth in NASDAQ Marketplace Rule 5450(a)(1) by
maintaining a closing bid price of $1.00 per share or higher for a
minimum of 10 consecutive trading days.  If NEI is unsuccessful in
meeting the minimum bid requirement during this initial 180-day
period, NASDAQ will provide notice to NEI that NEI's common stock
will be delisted from the NASDAQ Global Market.  If NEI receives
such a notice, it may appeal the determination to the NASDAQ
Listing Qualifications Panel.  It may also apply to transfer its
common stock to the NASDAQ Capital Market if NEI satisfies all
criteria for initial listing on the NASDAQ Capital Market, other
than compliance with the minimum bid price requirement.  If such
application to the NASDAQ Capital Market is approved, then NEI
will have an additional 180-day compliance period in order to
regain compliance with the minimum bid price requirement while
listed on the NASDAQ Capital Market.

NEI is considering alternatives to regain compliance with the
continued listing requirements of the NASDAQ Global Market within
the initial 180-day period.

                              About NEI

NEI is a leading provider of server-based application platforms
and lifecycle support services for software developers and OEMs
worldwide.  Through its expertise and comprehensive suite of
solution design, system integration, application management,
global logistics, support, and maintenance services, NEI is
redefining application deployment solutions to provide customers
with a sustainable competitive advantage.  More than a decade of
appliance innovation with the ability to provide physical, virtual
and cloud-ready solutions makes NEI one of the most trusted
software deployment partners in the industry.  Founded in 1997,
NEI is headquartered in Canton, Massachusetts, with facilities in
Plano, Texas and Galway, Ireland, and trades on the NASDAQ
exchange under the symbol NEI.


NEWPAGE CORP: Wants Suit Over $1.7 Billion LBO Kept Under Wraps
---------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that fearful of
violating a confidentiality agreement, NewPage Corp. asked a
Delaware bankruptcy judge to maintain the seal on a creditor
lawsuit challenging the company's $1.7 billion leveraged buyout of
a rival in 2007.

Law360 relates that both the official committee of unsecured
creditors, which lodged the adversary suit, and second-lien
noteholders, who are named as defendants, favor unsealing the
complaint, which contends that the paper manufacturer's buyout of
Stora Enso North America Inc. left NewPage insolvent and amounted
to a fraud on creditors.

                        About NewPage Group

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., Dewey & LeBoeuf LLP, in New York, serve as counsel
in the Chapter 11 case.  Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serves as co-
counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  In its balance
sheet, the Debtors disclosed $3.4 billion in assets and $4.2
billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

NewPage prevailed over most objections from the official
creditors' committee and won agreement from the bankruptcy judge
on final approval of $600 million in secured financing.

Moody's Investors Service assigned a Ba2 rating to the
$350 million first-out revolving debtor-in-possession credit
facility and a B2 rating to the $250 million second-out debtor-in-
possession term loan for NewPage.


NTELOS INC: Moody's Downgrades CFR to 'B1'; Outlook Stable
----------------------------------------------------------
Moody's Investors Service downgraded NTELOS Inc.'s Corporate
Family Rating (CFR) and senior secured bank credit facility rating
to B1 from Ba3 based on the challenges associated with being a
small regional operator in an industry that is becoming
increasingly dominated by the large national operators. In
addition, Moody's believes that NTELOS's earnings and cash flows
will become increasingly dependent on Sprint Nextel Corporation
(B1 CFR), its primary wholesale customer. NTELOS's ratings were
placed on review for possible downgrade when it announced its plan
to spin off its wireline business unit. Since that time, Sprint
Nextel's (Sprint) Corporate Family Rating has been downgraded
twice to B1 and it remains on review for further downgrade. The
rating outlook for NTELOS is stable.

  Issuer: NTELOS Inc.

    Corporate Family Rating, Downgraded to B1 from Ba3

    Probability of Default Rating, Downgraded to B2 from B1

    Speculative Liquidity Rating, Assigned SGL 1

    Senior Secured Bank Credit Facility, Downgraded to B1, LGD3-
    30% from Ba3, LGD 3-32%

    Outlook, Changed To Stable From RUR - Downgrade

Ratings Rationale

NTELOS's B1 corporate family rating reflects the challenges of
being a small operator in an industry dominated by giants. Handset
subsidies are expected to increase as smartphone penetration
increases. Sales costs are also likely to rise as the Company
expands distribution, marketing and customer care expenditures in
an attempt to differentiate its services. Moody's also anticipates
an increase in network costs as the Company builds capacity to
handle current and projected growth in data usage.

Despite recent improvement in retail subscriber metrics and
pricing changes designed to offset higher handset subsidies,
Moody's believes that NTELOS will become increasingly reliant on
Sprint Nextel Corporation for its revenue and earnings. Under a
Strategic Network Alliance, NTELOS is the exclusive PCS service
provider in its western Virginia and West Virginia service area
for Sprint's CDMA wireless customers through July 31, 2015. In 1Q
2012, Sprint accounted for 36% of total revenues, up from 30% in
1Q 2011. Moody's expects this percentage to rise steadily.

Moody's views NTELOS' liquidity as very good, and projects the
company will exit 2012 with about $55 million in cash and full
access to its $35 million revolving credit facility. However,
powerful competitive challenges exacerbated by a relative lack of
scale, anticipated ongoing dividends, and an inevitable migration
to LTE will pressure NTELOS's ability to continue generating free
cash flow.

What Could Change the Rating - Up

A rating upgrade is unlikely in the near term due to NTELOS's
dependence on Sprint (B1 Corporate Family Rating, on review for
downgrade) for a significant part of its revenue stream and
management's intention to use free cash flow for dividends rather
than debt reduction. However, should NTELOS decrease leverage to
below 3.0x (Moody's adjusted) as a result of a sustainable
improvement in operating performance, ratings could be upgraded.

What Could Change the Rating - Down

A deterioration in financial performance which results in leverage
increasing to 4.5x (Moody's adjusted) or liquidity becoming
strained could pressure the rating. The most likely drivers of
such an outcome would be an inability to recapture market share or
a decline in wholesale revenues from Sprint.

The principal methodology used in rating NTELOS Inc. was the
Global Telecommunications Industry Methodology, published December
2010. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009 (and/or the Government-Related Issuers methodology,
published July 2010).

NTELOS Inc. provides wireless services to approximately 421,000
retail subscribers (as of March 31, 2012) based in Virginia, West
Virginia and portions of Maryland, North Carolina, Pennsylvania,
Ohio and Kentucky and is also the exclusive wholesale provider of
network services to Sprint Nextel in the western Virginia and West
Virginia portions of its territories for all Sprint CDMA wireless
customers. NTELOS is based in Waynesboro, Virginia.


O&S TRUCKING: Files for Chapter 11; Mulls Partnership to Survive
----------------------------------------------------------------
The Springfield News-Leader reports O&S Trucking has filed for
Chapter 11 bankruptcy protection and Jim O'Neal, its CEO and
co-founder, said O&S may partner with refrigerated carrier Prime
Inc. to continue operations.

The report notes Springfield-based Prime Inc. is ranked No. 22 on
the Transport Topics 100 listing of U.S. and Canadian for-hire
carriers and is the second-largest refrigerated carrier.  Mr.
O'Neal, who became a vice chairman of American Trucking
Associations in October, recently stepped down from that post.  He
was also the 2007-08 chairman of the Truckload Carriers
Association.

O&S Trucking provides brokerage and intermodal services located in
Springfield, Missouri.


ORLANDO, FL: Fitch Affirms Rating on Two Bond Classes at Low-B
--------------------------------------------------------------
Fitch Ratings has affirmed the following bonds for the city of
Orlando:

  -- $185 million senior lien tourist development tax (TDT)
     revenue bonds (sixth-cent contract payments) series 2008A at
     'BB+';

  -- $33.4 million second lien subordinate TDT revenue bonds
     (sixth-cent contract payments) series 2008B at 'B'.

The Rating Outlook is Stable.

Security

The 2008A and 2008B revenue bonds are limited obligations of the
city secured by the discrete trust estate, including pledged
funds, for each respective series of bonds.  The majority of
pledged funds consist of 50% of a one-cent tax levied county-wide
on hotel stays.  The hotel tax is collected by the county and
remitted to the city according to an interlocal agreement.
Pledged revenues also include a fixed installment payment payable
from the remaining 50% of the one-cent hotel tax, and equal to
$2.8 million available through 2018.  Pledged funds are allocated
to each trust estate of the three series of bonds (only two of
which are rated by Fitch) according to a flow of funds with
revenues distributed to each trust estate according to the
seniority of the series.  Additional security is provided by a
dedicated liquidity reserve and debt service reserve fund for each
series with each established at 50% of respective maximum annual
debt service (MADS) for a total combined reserve for each series
of 100% of MADS.

Key Rating Drivers

RECOVERING BUT VOLATILE PLEDGED REVENUES: TDT collections continue
to show consistent year-over-year monthly revenue growth,
benefitting from a rapid recovery of the tourism industry as well
as a one-time settlement from a lawsuit.  With 15% declines in
fiscals 2001-2002 and 2009, the TDT remains an economically
sensitive and volatile revenue.

THIN DEBT SERVICE COVERAGE DESPITE TDT GROWTH: Debt service
coverage for the senior series 2008A bonds and combined senior
bonds and subordinate series 2008B bonds remains exceedingly thin,
despite recent TDT growth.  TDT coverage for the larger November
principal and interest payment in 2011 was 1.2x for the series A
bonds and barely over 1.0x for series A and B debt service.
Moderate annual revenue increases are required to ensure payment
of both series of bonds without a draw upon reserves.

FAILURE OF SERIES 2008B BONDS TO WITHSTAND STRESS: Under certain
Fitch-designed stress scenarios, liquidity reserves and ultimately
debt service reserve account (DSRA) holdings will be insufficient
to pay series 2008B debt service requirements in full.

RESERVE CUSHION: Each series of bonds was issued with a liquidity
reserve equal to 50% of MADS and a DSRA equal to 50% of MADS, with
the intention that the cushion could provide sufficient liquidity
to compensate against periods of weak revenue performance.  A one-
time cash infusion from construction earnings has fully
replenished the liquidity reserve for the series 2008B bonds, and
the liquidity reserve for the series 2008A bonds remains fully
funded.  There has never been a draw on either DSRA.

BONDHOLDERS PROTECTED UPON CROSS-DEFAULT: A default for any of the
series results in a cross-default. The ensuing flow of funds is
structured to honor the lien status. There is no acceleration of
principal under an event of default.

NO ADDITIONAL DEBT: Additional debt is prohibited under the
indentures, excluding refundings.

PREMIER TOURIST DESTINATION: The city is home to Disney World, a
world-class tourist attraction.  The strength of the amusement
park and other area attractions has enabled the leisure industry
to rebound relatively quickly from downturns.

Credit Profile

RECOVERY FOR THE VOLATILE TDT REVENUE
Pledged TDT revenues continue to expand as monthly collections
have consistently increased on a year-over-year basis, with one
exception, since February 2010.  The exception was a negligible
0.4% drop in December 2011 collections.  TDT revenues grew a
significant 23.6% since fiscal 2009.  Part of the increase was
attributable to the apportionment of $750,000 to bond debt service
as part of a sizable litigation settlement between the county and
Expedia.com.  Adjusting for the settlement payment, TDT still
achieved healthy growth of 17.3% since the recession.  Six-month
fiscal 2012 TDT revenues are up 4.7% from the same period in
fiscal 2011, excluding the settlement monies.

The ongoing recovery has been boosted by a combination of pent-up
theme park demand, an improving economy, an influx of foreign
visitors and the Harry Potter attraction at the Universal Theme
Park which opened in 2010.  Both Disney World and Universal are in
the process of making sizable investments in their Orlando theme
parks.  Officials are also hoping that new parks such as Legoland
and added features at existing parks such as a 3D film at Sea
World will draw additional visitors to the area.

From 1979 to 2000, TDT revenues experienced robust growth,
increasing at an average annual rate of 12.7%.  During the past
decade, however, the TDT suffered its first-time annual drop,
falling 3.1% in fiscal 2001.  The TDT fell an additional 12.6% in
fiscal 2002 and 15.4% in fiscal 2009.  The recent volatility of
the revenue stream underscores the economically sensitive nature
of the TDT and its dependence upon the local tourism sector.

Some revenue stability is provided by an annual installment
payment equal to $2.8 million, which is paid monthly through Nov.
15, 2018.  In bond year 2010-2011, the installment payments
equaled 17% of pledged revenues.

THIN COVERAGE RATIOS, CUSHIONS FROM RESERVES
Despite the recovery in TDT collections, coverage of series 2008A
and 2008B debt service remains razor-thin.  The bonds were
structured with the larger principal and interest payments payable
on Nov. 1 as revenue collections have historically been more
robust during the summer months.  As a consequence, debt service
requirements are substantially higher for November payment dates.
Both on a historical and projected basis, coverage has been
narrower for the November dates, and Fitch rates to these lower
ratios.

TDT revenues collected from March through August of 2011 provided
a slim 1.2x debt service coverage for the series 2008A November
2011 payment.  Payment of all series 2008A bonds without a draw on
the reserve funds requires modest TDT growth over the life of the
issue.  Under the Fitch base case scenario of 2.3% annual growth,
equal to the average annual growth since fiscal 2000, TDT revenues
would provide debt service coverage on the 2008A bonds of at least
1.2x.  Fitch stress scenarios that mirror the historical revenue
declines of the past decade, followed by a conservative recovery
and then baseline growth, demonstrate that reserves would be
required to augment pledged revenues.

For combined series 2008A and subordinate series 2008B debt
service, TDT revenues failed to provide sum-sufficient coverage
for the November 2010 payment, with actual coverage at 0.97x.  The
subsequent year's revenue uptick resulted in exceedingly slim
1.04x coverage in November 2011.  Under the Fitch base case
scenario, coverage of combined series 2008A and 2008B debt service
from revenues alone would range from 1.0x-1.2x through November
2020.  Fitch stress scenarios described above as well as a no-
growth scenario would result in a default of the series 2008B
bonds.

Both the series 2008A and the series 2008B have fully funded
liquidity reserves and DSRAs, each equal to 1/2 of MADS.  The
liquidity reserve was established to compensate for expected
fluctuations in TDT collections.  Use of the liquidity reserve
does not constitute a material event, and use of the DSRA does not
constitute a default.  The series 2008A liquidity reserve has been
fully funded since the middle of 2009, when it was replenished
subsequent to a draw to compensate for lower than anticipated
capitalized interest earnings.  The series 2008B liquidity reserve
was replenished this past July, with the payment of $392,000 of
construction proceeds that became available upon financially
closing and reconciling project costs.  THE DSRA has never been
utilized for either series of bonds.

ADEQUATE BONDHOLDER PROTECTIONS
Legal provisions include a cross-default provision, which
stipulates that the default of one series of bonds under the
indenture is an event of default under all indentures.  Upon
default, the flow of funds directs payment of principal and
interest to the holders of the series 2008A bonds and subsequently
to the owners of the 2008B bonds, prior to any payments to third
lien bondholders.  This is in contrast to the normal flow of funds
which directs payment to the series 2008A interest, series 2008B
interest and series 2008C interest accounts prior to funding 2008A
principal.  It is likely that a cross-default will occur during
the life of the bonds, given that the series 2008C defaults in the
Fitch base case scenario and in all of the stress tests.  An
average annual revenue growth of 6.8% is required to generate
sufficient income to avoid default on the series 2008C through
2020.  Fitch considers this to be unlikely, given the recent trend
of TDT volatility.

Additional debt is prohibited under the indenture, except for
refundings.  Additional bonds for refunding purposes may be issued
if, during any consecutive 12 of the previous 25 months, contract
revenues equaled at least 1.33x MADS on all existing and proposed
debt and 1.10x MADS on all senior and second-lien bonds. The
calculation excludes installment payment revenues.

Central Florida Economic Strengths

The local economy is experiencing a sustained recovery as
evidenced by solid job growth and falling unemployment rates.
Employment levels within the Orlando metropolitan statistical area
(MSA) increased by 1.7% in 2011 after three consecutive years of
job losses.  MSA employment for March 2012 shows a year-over-year
increase of 2.2% or approximately 22,000 jobs.  Consequently,
unemployment rates have dipped from over 10% during 2011 to 8.6%
as of this past March, equal to the state rate and slightly above
the national unemployment rate of 8.4%.

The leisure and hospitality sector is a major component of the
local economy, comprising about 21% of total employment.  Disney
is the dominant player, employing about 58,000 or over 10% and 5%
of county and MSA employment, respectively.  Universal employs
13,000 while SeaWorld of Orlando employs 7,000.  Beside growing
TDT collections, a 19% year-over-year increase in leisure and
hospitality employment and generally higher occupancy and hotel
room rates reflect the growing strength of this sector.


PARKWAY VILLAGE: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Parkway Village Investors, LLC
        9907 E Bell Road Ste 110
        Scottsdale, AZ 85260

Bankruptcy Case No.: 12-12154

Chapter 11 Petition Date: May 31, 2012

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

Judge: Sarah Sharer Curley

Debtor's Counsel: John Erland Olson, Esq.
                  BREEN OLSON & TRENTON, LLP
                  7047 E. Greenway Pkwy, #250
                  Scottsdale, AZ 85254
                  Tel: (602) 732-7272
                  Fax: (520) 844-1618
                  E-mail: john@breenolson.com

Scheduled Assets: $718,650

Scheduled Liabilities: $3,990,678

A copy of the Company's list of its nine largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/azb12-12154.pdf

The petition was signed by Alan Light, manager.


PEMCO WORLD: Creditors Seek to Recover 'Fraudulent' Fees
--------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that the creditors of
Pemco World Air Services Inc. on Wednesday sought to sue Pemco
owner Sun Capital Partners Management LLC and others over a two-
year management fee it sought to recover as a fraudulent transfer.

In a motion filed in Delaware bankruptcy court, the official
committee of Pemco's unsecured creditors said its investigation
into the liens held by Pemco's senior lenders had shown that it
could attempt to recover the management fees, according to Law360.

                  About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012, with a $37.8 million DIP financing
and a "stalking horse" bid from an affiliate of its current owner,
Sun Aviation Services, LLC.

Young Conaway Stargatt & Taylor, LLP has been tapped as general
bankruptcy counsel; Kirkland & Ellis LLP as special counsel for
tax and employee benefits issues; AlixPartners, LLP as financial
advisor; Bayshore Partners, LLC as investment banker; and Epiq
Bankruptcy Solutions LLC as notice and claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

Sun Capital Partners Inc., which is providing $6 million in
financing, has a contract to make the first bid at auction on May
23.  Unless outbid, Sun will take ownership in exchange for pre-
bankruptcy debt and financing for the Chapter 11 case.  A Sun
affiliate acquired the $31.8 million senior secured debt from
Merrill Lynch Credit Products LLC and also holds a $5.6 million
subordinated secured loan.  In addition, Sun will pay any
ordinary-course-of-business trade payables incurred during
bankruptcy that aren't already paid.


PENINSULA HOSPITAL: Lori Lapin Jones Named Chapter 11 Trustee
-------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Lori
Lapin Jones as chapter 11 trustee in the bankruptcy case of
Peninsula Hospital Center.

The U.S. Trustee attests that Ms. Jones is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The Chapter 11 Trustee may be reached at:

          Lori Lapin Jones, Esq.
          LORI LAPIN JONES PLLC
          98 Cutter Mill Road, Suite 201 North
          Great Neck, NY 11021
          Tel: (516) 466-4110
          Fax: (516) 466-4009
          E-mail: ljones@jonespllc.com

                  About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord was appointed by the Court as examiner.  His
task was to conduct an investigation of the Debtors' relationship
and transactions with Revival Home Health Care, Revival
Acquisitions Group LLC, Revival Funding Co. LLC, and any
affiliates.  Certilman Balin, & Hyman, LLP, which counts Mr.
McCord as one of the firm's members, served as counsel for the
Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PENINSULA HOSPITAL: Court OKs Loeb & Troper as Advisor & Broker
---------------------------------------------------------------
Lori Lapin Jones, the chapter 11 trustee in the bankruptcy case of
Peninsula Hospital Center, sought and obtained approval from the
U.S. Bankruptcy Court to employ Loeb & Troper LLP as advisor and
broker for the chapter 11 trustee.  The Chapter 11 Trustee said it
requires assistance of healthcare brokers in order to obtain the
best and highest price for the Debtors' assets.

Loeb & Troper will be paid according to these terms:

     a. Sale of Operations and Property

        Upon closing, Loeb & Troper will be paid 2.5% of the
        final sale price.

     b. Sale of Operations only, Lease Property

        Upon closing, Loeb & Troper will be paid 2.5% of the
        final sale price, plus 2.5% of the net present value
        of the lease facility.

     c. Selling the real property of PHC

        Upon closing, Loeb & Troper is due 2.5% of the final
        sale price.

David Adest, CPA Managing Partner & Partner-in-Charge of Health
Care Consulting, attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                  About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord was appointed by the Court as examiner.  His
task was to conduct an investigation of the Debtors' relationship
and transactions with Revival Home Health Care, Revival
Acquisitions Group LLC, Revival Funding Co. LLC, and any
affiliates.  Certilman Balin, & Hyman, LLP, which counts Mr.
McCord as one of the firm's members, served as counsel for the
Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PENINSULA HOSPITAL: Court OKs BDO USA as Ch.11 Trustee's Auditor
----------------------------------------------------------------
Lori Lapin Jones, as Chapter 11 Trustee for the estates of
Peninsula Hospital Center and Peninsula General Nursing Home Corp.
d/b/a Peninsula Center for Extended Care & Rehabilitation, sought
and obtained permission from the U.S. Court to employ BDO USA, LLP
as the Trustee's auditor.

BDO will be paid according to these terms:

     * Audit of the financial statements of PGN for the year ended
       Dec. 31, 2011 = $54,000

     * Certification of the RHCF-1 of PGN for the year ending
       December 31, 2011 = $3,000

     * Preparation of all required Federal and State tax returns
       for the year ending December 31, 2011 = $3,000

     * Meetings with the Trustee to present the firm's audit plan
       before commencement of the audits and to review the firm's
       audit findings upon completion of the audits.  Presentation
       of the consolidated financial statements, management letter
       to the Trustee (Included in audit fee Plan Audit for the
       year ending December 21, 2010 = $20,000)

     * Plan Audit for the year ending December 21, 2011 = $20,000

     * Total fees = $100,000

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

                  About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord was appointed by the Court as examiner.  His
task was to conduct an investigation of the Debtors' relationship
and transactions with Revival Home Health Care, Revival
Acquisitions Group LLC, Revival Funding Co. LLC, and any
affiliates.  Certilman Balin, & Hyman, LLP, which counts Mr.
McCord as one of the firm's members, served as counsel for the
Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PENINSULA HOSPITAL: Examiner Can Hire Giambalvo as Accountant
-------------------------------------------------------------
Richard J. McCord, as Chapter 11 examiner for Peninsula Hospital
Center, et al., sought and obtained permission from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Giambalvo, Stalzer & Company, CPAs, P.C., as accountants, nunc pro
tunc to Jan. 11, 2012.

The Examiner wants Giambalvo Stalzer to:

   (i) review cash flow projections and operating reports;

  (ii) investigate payments made between the Debtor and Revival
       Home Health Care, Revival Acquisitions Group LLC; and
       Revival Funding Co., LLC;

(iii) review transactions between related companies and possible
       related party transactions;

  (iv) analyze various financial and loan agreements;

   (v) review appraisals;

  (vi) attend meetings with the Examiner and parties; and

(vii) investigate other matters that the Court deems appropriate
       upon proper application.

Mr. McCord explains the retention of an accountant is needed to
assist in his charge as Examiner in conducting an analysis of the
financial documents to establish that the Debtor can successfully
emerge from Chapter 11 for the benefit of creditors.

The firm's normal hourly rates are:

          Principals                            $350
          Director and Senior Manager           $250
          Manager                               $225
          Senior                                $200
          Staff Accountant                      $150
          Staff Assistants and Professionals    $100

The firm assures the Court it represents no interest adverse to
that of the Peninsula Debtors, unsecured creditors or its
shareholders and officers in the case.

                  About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.

Richard J. McCord was appointed by the Court as examiner.  His
task was to conduct an investigation of the Debtors' relationship
and transactions with Revival Home Health Care, Revival
Acquisitions Group LLC, Revival Funding Co. LLC, and any
affiliates.  Certilman Balin, & Hyman, LLP, which counts Mr.
McCord as one of the firm's members, served as counsel for the
Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.


PERFORMANCE METER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Performance Meter, Inc.
        P.O. Box 256
        Banning, CA 92220

Bankruptcy Case No.: 12-23324

Chapter 11 Petition Date: May 31, 2012

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Franklin C. Adams, Esq.
                  BEST BEST & KRIEGER LLP
                  3750 University Ave., Suite 400
                  Riverside, CA 92502
                  Tel: (951) 686-1450
                  Fax: (951) 686-3083
                  E-mail: franklin.adams@bbklaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-23324.pdf

The petition was signed by Arthur Hendey, Jr., president.


PETTERS GROUP: GE, Law Firm to Pay $32.5M to Settle Clawback Suits
------------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that General Electric
Capital Corp. and law firm Fredrikson & Byron PA agreed Wednesday
to cough up a collective $32.5 million to settle claims in
Minnesota bankruptcy court that they profited from businessman
Thomas Petters' $3.7 billion Ponzi scheme.

Douglas Kelley, the Chapter 11 trustee of Petters Co. Inc., asked
a Minnesota bankruptcy judge to approve a $19 million settlement
with GECC and a $13.5 million settlement with Fredrikson & Byron,
which faced breach of fiduciary duty claims stemming from its
counsel of the company, according to Law360.

                        About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PETTERS GROUP: Judge Dismisses Fraud Suit Against Fredrikson
------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that a federal
judge on Friday dismissed a hedge fund's fraud claims against
Minneapolis law firm Fredrikson & Byron PA, which counseled
convicted Ponzi schemer Thomas Petters' former companies, saying
the fund's questions over loans secured by Polaroid Corp. assets
have to be proven in a bankruptcy proceeding first.

                        About Petters Group

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHARMACEUTICAL RESEARCH: S&P Gives 'B+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Raleigh, N.C-based Pharmaceutical Research
Associates Inc. (PRA). The rating outlook is stable.

"At the same time, we assigned our 'B+' issue-level rating to
PRA's $410 million senior secured credit facilities. The senior
secured credit facility is composed of a $40 million revolving
credit facility due 2017 and a $370 million term loan B due 2018.
The senior credit facility also permits $150 million of
incremental term loan capacity (subject to a 4.25x pro forma net
leverage test). The senior secured recovery rating is '3',
reflecting our expectation of meaningful (50% to 70%) recovery in
the event of payment default," S&P said.

"Our rating on PRA reflects the company's 'aggressive' financial
risk profile and 'weak' business risk profile," said Standard &
Poor's credit analyst Shannan Murphy. "The aggressive financial
risk profile reflects financial sponsor ownership and leverage
that we expect will stay above 4.0x for the foreseeable future."

"PRA's weak business risk profile reflects the company's position
as a midsized player in a fragmented industry, its somewhat
concentrated customer base, and the potential earnings volatility
inherent in the contract-dependent pharmaceutical contract
research organization (CRO) industry," S&P said.

"Our stable outlook on PRA reflects our expectations of high-
single-digit revenue growth next year that results in FFO to total
debt in the mid-teens. We could consider a higher rating if the
company is able to reduce leverage to below 4.0x on a sustained
basis, which we believe could occur if PRA grows revenues in the
high-single digits and expands margins by about 200 basis points
(which we think is unlikely in the current pricing environment),"
S&P said.

"In addition, we believe that financial sponsor ownership is
likely to limit PRA's willingness to sustain leverage below 4x, as
we believe the sponsor would likely use the substantial
flexibility the new credit agreement offers to use debt to fund
dividends. We could lower the rating if we believed leverage was
likely to stay above 5x, which we think could happen if the
company undertakes a major debt-financed acquisition or dividend
or if margins deteriorate by about 350 basis points due to pricing
pressures," S&P said.


PREFERRED PROPPANTS: Moody's Corrects March 28 Ratings Release
--------------------------------------------------------------
Moody's Investors Service issued a correction to the March 28,
2012 ratings release of Preferred Proppants, LLC.

Moody's assigned a B2 rating to Preferred Preferred Proppants,
LLC's proposed $125 million term loan B add-on facility, and
affirmed its B2 corporate family rating and a B3 probability of
default. Proceeds will be used to repurchase shares from minority
owners and make a dividend distribution. In addition, Moody's
affirmed the B2 ratings of its $30 million revolver, $175 million
term loan A, and $225 million term loan B.

Moody's also clarifies that upon closing of the Preferred
Proppants, LLC's transaction on December 15, 2011, Preferred
Proppants, LLC was named as the borrower and Preferred Sands
Holding Company, LLC as the guarantor of $30 million revolver,
$175 million term loan A, and $225 million term loan B. All
ratings initially assigned to Preferred Sands Holding Company,
LLC, including the B2 corporate family rating and the B3
probability of default rating, now apply to Preferred Proppants,
LLC.

Ratings Assigned:

$125 million add-on senior secured Term Loan B due 2016, B2
(LGD3, 35%)

Ratings Rationale

The B2 corporate family rating and B3 probability of default
rating balances the company's limited scale, end market
concentration, and near term execution risks against its strong
operating margins, significant barriers to entry, large base of
proven mineral reserves, and moderate debt leverage. The company's
pursuit of substantial growth through acquisitions and organic
expansion of existing facilities presents various near term
integration and execution risks. However, if these risks are
successfully overcome, the growth strategy may improve the
company's scale and credit profile over the intermediate term.

Preferred's $125 million term loan B add-on increases its pro-
forma leverage from 4.0x at December 2011 to 4.4x. Proceeds will
be used to repurchase shares from minority shareholders and fund a
distribution. However, its recent acquisition of Winn Bay is
expected to provide significant levels of volume and earnings,
while enhancing the company's ability to serve customers. At a
result Moody's expects Preferred to de-lever over the next 18
months. The company is expected to maintain comfortable liquidity
levels, based on projected free cash flow, availability under its
$30 million senior secured revolving credit facility, and adequate
covenant compliance cushion.

The stable outlook presumes that adjusted debt-to-EBITDA returns
below 3.5x and EBIT-to-Interest above 3.0x over the next several
quarters. It presumes the company will carefully balance its
leverage and other credit metrics with its acquisition strategy.

The ratings could experience upward pressure if the company
continues to grow organically and accomplishes de-levering.
Evidenced stability and improved scale will support upward rating
consideration.

The ratings would be considered for a downgrade in the event that
the company's liquidity were to tighten, adjusted debt-to-EBITDA
leverage exceeded 4.5x, or the company faced an unexpectedly sharp
decline in pricing or volume due to a downturn in drilling and
other industrial markets. Additional large debt financed
distributions could also pressure the rating.

The principal methodology used in rating Preferred was the Global
Building Materials Industry Methodology published in July 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.

Preferred Proppants, LLC headquartered in Radnor, PA, is a
producer of frac sand and proppant materials, used predominately
in oil and gas drilling. Revenues in the fiscal year ended
Dec. 31, 2011 totaled $172 million.


PRINCE SPORTS: TSA Stores, ACE American Object to Licensing Deal
----------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that TSA Stores
Inc. and ACE American Insurance Co. objected to Prince Sports
Inc.'s plan to license its brands to Battle Sports Science LLC for
$15 million, alleging the deal doesn't protect their interests.

ACE wants assurances that it will continue to be paid for policies
it issued to Prince if Battle Sports Science takes over, while TSA
is concerned about debts it says it is owed stemming from its
vendor agreement with Prince, according to court documents
obtained by Law360.

                        About Prince Sports

Prince Sports, Inc. and its U.S. affiliates filed voluntary
petitions for Chapter 11 reorganization (Bankr. D. Del. Lead Case
NO. 12-11439) on May 1, 2012, with a Chapter 11 plan that
contemplates the transfer of ownership to Authentic Brands Group
(ABG)-Prince LLC.

Founded in 1970, Prince Sports has a 42-year track record of
developing premium quality products for the racquet sports
industry.  Prince sells its products through brands like
"Ektelon," which sells racquetball racquets, footwear and gloves
and "Viking Athletics," through which it sells platform tennis
paddles, balls and gloves.  Prince is distributed in over 100
countries.

Lincolnshire Management Inc. acquired Prince from Benneton Group,
the parent company of United Colors of Benneton, in 2003.
Lincolnshire Management sold Prince to Nautic Partners in August
2007.

Under the Plan, (ABG)-Prince LLC, which acquired the secured debt
from GE Capital and Madison Capital, will get 100% of the new
equity in exchange of the discharge of the debt.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  The Debtors have also tapped FTI Consulting, Inc., to
provide David J. Woodward as Chief Restructuring Officer, as well
as additional personnel.  Epiq Bankruptcy Solutions LLC is the
claims and notice agent.


PROVIDENCE, R.I.: Sets Deal to Curb Pensions, Prevent Bankruptcy
----------------------------------------------------------------
American Bankruptcy Institute reports that Providence Mayor Angel
Taveras reached a tentative accord with union leaders and retirees
that cuts pensions for workers including police and firefighters
and prevents bankruptcy.


REDDY ICE: Emerges From Chapter 11 Bankruptcy
---------------------------------------------
BankruptcyData.com reports that Reddy Ice Holdings announced that
its Plan is now effective, and the Company has emerged from
Chapter 11 protection. The Company is now majority-owned by
affiliates of Centerbridge Partners.

"This is a very positive event for Reddy Ice and we are proud and
excited to begin our partnership with Centerbridge and other
stakeholders. We greatly appreciate the support of our employees,
customers and suppliers throughout Reddy Ice's restructuring
process," said Gilbert M. Cassagne, the Company's chairman, C.E.O.
and president.

Through the Plan, (i) the Debtors' financial debt will be reduced
by approximately $145 million, (ii) the Debtors' cash interest
expense will be reduced by approximately $20 million annually and
(iii) the Debtors will receive new equity capital infusions
totaling approximately $25.5 million, including a $7.975 million
preferred stock investment by Centerbridge Capital Partners II, or
one or more of its parallel funds and a $17.5 million preferred
stock rights offering to holders of the Debtors' pre-petition
second lien secured notes backstopped by Centerbridge.

                          About Reddy Ice

Reddy Ice Holdings Inc. and wholly owned subsidiary Reddy Ice
Corp. manufacture and distribute packaged ice in the United
States.  As of Dec. 31, 2011, the Company had assets totaling
$434 million and total liabilities of $531 million.  The bulk of
the liabilities were total debt outstanding of $471.5 million.

Reddy Holdings and Reddy Corp. on April 12, 2012, filed voluntary
Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 12-
32349 and 12-32350) together with a plan of reorganization and
accompanying disclosure statement to complete a previously
announced plan to strengthen its balance sheet and ensure strong
financial footing for the future.  As part of the restructuring,
Reddy Ice seeks to pursue a strategic acquisition of all or
substantially all of the businesses and assets of Arctic Glacier
Income Fund and its subsidiaries, including Arctic Glacier Inc., a
major producer, marketer and distributor of packaged ice in North
America.

Arctic Glacier on Feb. 22, 2012, filed for protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 15 of
the Bankruptcy Code in the United States.  Arctic is seeking sale
or investment proposals from qualified bidders.

Reddy Ice's Plan provides for the restructuring of the Company's
obligations with respect to $300 million of First Lien Notes;
$139.4 million of Second Lien Notes; and $11.7 million of Discount
Notes.  If the Plan is approved, all Second Lien Notes will be
exchanged and will be retired and cancelled and all Discount Notes
will be cancelled.  Reddy Ice said the Plan has the support of a
majority of its lenders and major creditors, led by Centerbridge
Capital Partners II, L.P.  A hearing to approve the Disclosure
Statement and confirm the Plan has been set for May 18, 2012.

Judge Stacey G. Jernigan presides over the case.  Reddy Ice's
financial advisors are Jefferies & Company, Inc. and FTI
Consulting, Inc.  Kurtzman Carson Consultants serves as claims and
notice agent.

Centerbridge Partners is represented by Jonathan S. Zinman, Esq.,
Joshua A. Sussberg, Esq., James H.M. Sprayregen, Esq., and Anup
Sathy, Esq., at Kirkland & Ellis.

Macquarie Bank Limited is represented by Sarah Hiltz Seewer, Esq.,
and David R. Seligman, Esq., also at Kirkland & Ellis.

The ad hoc group of First Lien and Second Lien Noteholders is
represented by Joshua Andrew Feltman, Esq., at Wachtell Lipton
Rosen & Katz.  Wells Fargo Bank, National Association, serves as
First Lien and Second Lien Agent.

The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division confirmed the first amended joint plan of
reorganization of the Company and its direct subsidiary, Reddy Ice
Corporation.


REGENCY ENERGY: S&P Affirms 'BB' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on U.S. midstream energy company Regency Energy
Partners L.P. (Regency). The outlook is stable. "At the same time,
we raised our rating on the company's senior unsecured notes to
'BB' from 'BB-'. We revised the recovery rating on this debt to
'4' from '5'. Regency has $1.26 billion of unsecured debt," S&P
said.

"The rating actions are based on the recent reduction in Regency's
debt outstanding and a shift in our valuation-given-default," said
Standard & Poor's credit analyst William Ferara. "The '4' recovery
rating indicates that unsecured note holders can expect average
(30% to 50%) recovery if a payment default occurs."

"Standard & Poor's Ratings Services' ratings on U.S. midstream
energy company Regency Energy Partners L.P. reflect its 'fair'
business risk profile and 'aggressive' financial risk profile
under our criteria. Some commodity price sensitivity, a small, but
growing, asset base, and a diversified business mix with a large
fee-based cash flow component characterize the partnership's fair
business risk profile. Moderate financial leverage, an aggressive
growth strategy, and the master limited partnership (MLP)
structure result in an aggressive financial profile, in our view.
Energy Transfer Equity L.P. owns the 2% general partner and 15%
limited partner interest in Regency," S&P said.

"The stable rating outlook reflects our view that the
partnership's larger cash flow contribution from its pipeline
joint-venture interests should continue to lower financial
leverage through 2012. In our opinion, higher ratings are possible
over the longer term if Regency maintains total adjusted debt to
EBITDA at or below 4x (partnership debt to EBITDA plus joint-
venture distributions), and increases the cash flow it receives
not only from its stable pipeline joint-venture interests but also
from fee-based organic projects at the partnership level. We could
lower the rating if the partnership's cash financial leverage
approaches 4.75x and we do not see a clear path for improvement,"
S&P said.


RESIDENTIAL CAPITAL: Wants Mortgage-Backed Securities Suits Halted
------------------------------------------------------------------
Residential Capital, LLC, and its debtor-affiliates ask Judge
Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York to stay or enjoin the continuation of all
mortgage-backed securities lawsuits against the Debtors' directors
and non-debtor affiliates, including parent Ally Financial Inc.

The Debtors and certain of their non-debtor affiliates have been
named as defendants in 27 lawsuits arising from the Debtors'
issuance or sale or mortgage-backed securities.  The 27 MBS
Actions bring either claims based on the Debtors' contractual
representations and warranties provided to monoline insurers in
conjunction with obtaining insurance on the securities, or
securities claims based on the Debtors' statements made in the
offering documents associated with the securitization.

The MBS Actions named one or more of non-debtor entities: Ally
Financial Inc.; Ally Bank; GMAC Mortgage Group, LLC; or Ally
Securities LLC.  Six of those lawsuits also name certain of the
Debtors' former directors and officers as defendants: Bruce J.
Paradis; Davee L. Olson; David C. Walker; Kenneth M. Duncan; Ralph
T. Flees; James G. Jones; David M. Bricker; Lisa R. Lundsten; and
James N. Young.

The MBS Actions against the Debtors have been stayed pursuant to
the automatic stay provisions of the Bankruptcy Code.
Nevertheless, the MBS Plaintiffs continue to pursue, or are
likely to continue to pursue, the MBS Actions against the Non-
Debtor Affiliates.  The MBS Actions fall into three groups:

  * There are 11 cases in which monoline insurance companies
    seek damages for fraud and breach of contractual
    representations and warranties in connection with the MBS
    offerings;

  * Private investors have filed 15 cases seeking damages for
    alleged violations of federal and state securities laws,
    fraud, and misrepresentations and omissions in connection
    with their purchases of the private-label securities; and

  * The Federal Housing Finance Agency, as conservator of
    Freddie Mac, has sued the Debtors and certain Non-Debtor
    Corporate Affiliates in a case asserting claims similar to
    those in the PLS Investor Cases, arising from Freddie Mac's
    purchase of Debtor-sponsored MBS.

"The Non-Debtor Affiliates did not issue the mortgage-backed
securities and did not provide any representations or warranties
in conjunction with those securities, nor were they responsible
for preparing or filing the offering documents accompanying the
securitizations," Gary S. Lee, Esq., at Morrison & Foerster LLP,
in New York. asserts.

Mr. Lee argues that the Court should stay or enjoin the
continuation of the MBS Actions against the Non-Debtor Affiliates
because the Debtors will be exposed to significant risk of
collateral estoppel, stare decisis, and evidentiary prejudice if
the MBS Actions against the Non-Debtor Affiliates are allowed to
continue.  He stresses that the Debtors will face burdensome
discovery from both plaintiffs and the Non-Debtor Affiliates if
the MBS Actions are allowed to continue.  The Debtors will also
face significant indemnification claims from the Non-Debtor
Affiliates if the MBS Actions are allowed to continue, he points
out.  Moreover, insurance policies and proceeds that the Debtors
believe are property of the Debtors' estates may be depleted if
the MBS Actions are allowed to continue, he asserts.

"The likelihood of irreparable harm to the Debtors in the absence
of injunctive relief far outweighs any harm to the plaintiffs in
the MBS Actions," Mr. Lee asserts.

For these reasons, the Debtors ask the Court to:

  (i) enter a declaratory judgment that the continued prosecution
      of the MBS Actions against the Non-Debtor Affiliates is
      stayed under Sections 362(a)(1) or 362(a)(3) until the
      effective date of a restructuring plan or further Court
      order; or

  (i) grant an injunction pursuant to Section 105(a) of the
      Bankruptcy Code, enjoining and prohibiting the continued
      prosecution of the MBS Actions against the Non-Debtor
      Affiliates until the effective date of a restructuring
      plan or further order of the Court.

The Court will consider the Debtors' request for an injunction on
June 18, 2012, according to a separate Bloomberg News report.

The Debtors and all defendants except Federal Home Loan Bank of
Boston and Federal Home Loan of Chicago are represented by:

        Larren M. Nashelsky, Esq.
        Gary S. Lee, Esq.
        Joel C. Haims, Esq.
        MORRISON & FOERSTER LLP
        1290 Avenue of the Americas
        New York, NY 10104
        Telephone: (212) 468-8000
        Facsimile: (212) 468-7900

Federal Home Loan Bank of Boston and Federal Home Loan Bank of
Chicago are represented by:

        Steven J. Reisman, Esq.
        Maryann Gallagher, Esq.
        CURTIS, MALLET-PREVOST, COLT & MOSLE LLP
        101 Park Avenue
        New York, NY 10178-0061
        Telephone: 212-696-6000
        Facsimile: 212-697-1559
        E-mail: sreisman@curtis.com
                mgallagher@curtis.com

The case is Residential Capital, LLC, et al., v. Allstate
Insurance Company, et al., Adv. Proc. No. 12-01671 (Bankr.
S.D.N.Y.).

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: Seeks to Halt Funding of HELOC Draw Requests
-----------------------------------------------------------------
Residential Capital, LLC and its debtor affiliates sought and
obtained the Court's permission to suspend funding of borrowers'
draw requests under certain home equity lines of credit, subject
to a notice to be provided to affected borrowers.

"The large potential cash exposure and the uncertain length of
time that the Debtors' funds would remain unavailable create
liquidity concerns for the estates without adding any incremental
value to the estates," Larren M. Nashelsky, Esq., at Morrison &
Foerster LLP, in New York, said of the Debtors' funding of the
HELOC draw requests.

As of February 29, 2012, the Debtors projected that their net
forecasted cash needs for HELOC advances would total more than
$85 million for the following twelve months, Mr. Nashelsky
disclosed.  However, the Debtors do not know what impact this
bankruptcy proceeding will have on borrowers' draw and payment
behavior, and the Debtors must consider the possibility that
borrowers will seek to draw on available lines rather than seek
new lines from another lender, he pointed out.

"The Debtors cannot risk borrowers drawing on the maximum
availability, which currently exceeds $2 billion," Mr. Nashelsky
told Judge Glenn.  Funding future draws for those HELOCs is not
feasible, he maintained.

In connection, the Debtors will provide a notice advising the
borrowers of the Debtors' inability to honor any further HELOC
advances on the loans and the securitization trusts, available
for free at http://bankrupt.com/misc/ResCap_HELOCNotice.pdf

                     HELOC Transactions

Before the Petition Date, the Debtors were in the business of,
among other things, originating, purchasing, servicing and
selling home equity lines of credit and related mortgages.
HELOCs operate as revolving lines of credit typically secured by
second lien mortgages on residential real property.

In general, the Debtors' obligation to fund draws under the
HELOCs are contained in securitization documents, loan purchase
agreements, and servicing agreements, as applicable.  The Debtors
fund draws in their roles as (i) owner or seller of the HELOCs,
(ii) servicer or subservicer of the HELOCs, or in some instances,
(iii) as a security holder within a securitization.

A. HELOCs in Securitization Trusts.

   As of March 31, 2012, the Debtors had pooled and sold HELOCs
   into 24 separate Debtor-sponsored securitization trusts with
   securities currently outstanding.  The Debtors, as sellers of
   the HELOCs into these securitization trusts, retained the
   obligation to fund these HELOCs pursuant to the applicable
   loan purchase agreement.  The Debtors also perform servicing
   functions for these securitization trusts.  The 24 Debtor-
   sponsored securitization trusts collectively have outstanding
   principal balances of approximately $1.6 billion.  As of
   March 31, 2012, the Debtors' potential commitment exposure
   (amounts borrowers could request the Debtors to fund) under
   these trusts, by virtue of the Debtors having sold the loans
   into the securitization trusts, is approximately $665 million.

   Moreover, the Debtors pooled HELOC loans into nine additional
   Debtor-sponsored HELOC trusts, but they no longer service
   those trusts because their servicing rights were terminated by
   the securitization bond insurer.  However, the Debtors, in
   their capacity as sellers, remain obligated to fund HELOC
   draws for these securitization trusts.  As of March 31, 2012,
   the Debtors potential commitment exposure is approximately
   $192 million for those HELOCs.

   The Debtors are further contractually obligated to fund
   certain HELOC draws because they own certain classes of
   securities in specific securitizations that currently are in
   their amortization period.  As of March 31, 2012, the Debtors'
   potential commitment exposure, for these third-party sponsored
   securitization trusts is approximately $2.0 million.

B. HELOCs Maintained by the Debtors on their Balance Sheet

   The Debtors maintain a held-for-investment portfolio of HELOCs
   on their consolidated balance sheet with an outstanding
   principal balance of approximately $151.2 million, which is
   derived from either purchases from Ally Bank, origination by
   the Debtors prior to the financial crisis, purchases from
   other sellers, or repurchases out of securitization trusts as
   a result of a breach or breaches of loan-level representations
   and warranties made in the loan purchase agreement.  The
   Debtors have the obligation to fund draws for the held-for-
   investment HELOCs.  As of March 31, 2012, the Debtors'
   potential commitment exposure is approximately $705.5 million.

C. Helocs Serviced for Ally Bank

   GMAC Mortgage, LLC, has the obligation to advance funds for
   draws for HELOC loans originated and retained by Ally Bank in
   its held-for-investment portfolio pursuant to the Servicing
   Agreement between GMAC Bank (now known as Ally Bank) and
   GMACM.  However, going forward, Ally Bank will be advancing
   the necessary funding of draws to BNY Mellon instead of having
   GMACM advance the funds for the draws requested by the
   individual borrowers.

D. Third-party HELOCs

   The Debtors subservice HELOCs for which the MSR is owned by a
   third party or service HELOC whole loans owned by third
   parties.  Under servicing agreements, the Debtors, as
   servicers, are obligated to advance monies to fund the HELOCs
   similar to the obligations in the Servicing Agreement with
   Ally Bank.  As of March 31, 2012, the Debtors' potential
   commitment exposure (amounts borrowers could request the
   Debtors to fund) is approximately $100.5 million.

The Court also permitted GMAC Mortgage to continue to honor draws
on the HELOC loans serviced for Ally Bank.  Ally Bank will not
seek a claim against the Debtors' estates for funding these
advances.

Notwithstanding the Debtors' decision to stop funding HELOC
draws, the Debtors will continue to explore possible alternative
funding arrangements with their counterparties that shift the
funding obligation to a non-debtor third party, Mr. Nashelsky
told Judge Glenn.  The Debtors also intend to continue acting as
servicer under the HELOC securitization trust documents and
applicable servicing or subservicing agreements.  The Debtors
believe that the mortgage servicing rights and related fee income
are valuable assets of the Debtors' estates.

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


RESIDENTIAL CAPITAL: Wins Interim Nod to Pay Taxes and Fees
-----------------------------------------------------------
Judge Martin Glenn permitted Residential Capital LLC and its
affiliates, on an interim basis, to pay taxes and regulatory fees
owing to certain state authorities, as well as any tax audits that
have been completed, are in progress, or which may commence in the
ordinary course of business.

The Court, however, authorized the Debtors to pay only amounts
due and payable as of the Petition Date and amounts that are
become due and payable between the Petition Date and the date
that a final order is entered.  The Debtors are further
authorized to continue to participate in the AFI Corporate Credit
Card program, although the Debtors are not authorized to make the
AFI Payments on account of prepetition liabilities pending entry
of a final order on the motion.

All applicable banks and other financial institutions are
authorized and directed to receive, process, honor and pay any
and all checks evidencing amounts paid by the Debtors pursuant to
the Taxes Motion, whether presented before or after the Petition
Date.

The Court scheduled a final hearing to consider the Taxes Motion
for June 12, 2012.  Objections are due no later than June 5,
2012.

Before the Petition Date, the Debtors incurred taxes and related
obligations to certain federal, state, and local governmental
entities.  Although as of the Petition Date the Debtors were
substantially current in the payment of assessed and undisputed
taxes and fees, certain taxes and regulatory fees attributable to
the prepetition period were not yet due.  In fact, certain Taxes
and Regulatory Fees for the 2011 to 2012 tax years will not be due
and payable until the applicable monthly, quarterly, or annual
payment due dates.

Larren M. Nashelsky, Esq., at Morrison & Foerster LLP, in New
York, asserts that the Taxes and Regulatory Fees at issue are
appropriate for payment to the extent that they are priority or
secured claims that are payable in full or, under the trust fund
theory or on the basis of administrative convenience.  Moreover,
payment of the Taxes and Regulatory Fees is necessary because the
Debtors are continuing as debtors-in-possession and continuing
the operation of their loan origination and servicing businesses,
he avers.

In their request, the Debtors sought permission to pay prepetition
Taxes and Regulatory Fees in the aggregate amount of $1,250,000.

A breakdown of Taxes and Regulatory Fees is available for free
at http://bankrupt.com/misc/ResCap_PrepTaxesandFees.pdf

                           About ResCap

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

ResCap is selling its mortgage origination and servicing
businesses to Nationstar Mortgage LLC, and its legacy portfolio,
consisting mainly of mortgage loans and other residual financial
assets, to Ally Financial.  Together, the asset sales are expected
to generate approximately $4 billion in proceeds.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

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


SAN DIEGO HOUSING: S&P Cuts Rating on 2002A Revenue Bonds to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
San Diego Housing Authority, Calif.'s (Villa Andalucia Project)
multifamily housing revenue bonds series 2002A to 'B-' from 'AA+'.
The outlook is negative. The bonds are secured by a Fannie Mae
mortgage pass-through certificate.

"The downgrade is based on our view of the project's reliance on
short-term market rate investments," said Standard & Poor's credit
analyst Renee J. Berson.

The rating reflects S&P's view of:

- revenues from mortgage debt service payments and investment
   earnings are insufficient to pay full and timely debt service
   on the bonds plus fees beyond 2015;

- the authority's inability to cover the excess call from the
   excess revenues as anticipated; and

- debt service coverage to fall below investment-grade levels on
   the remarketing date.

Credit strengths include S&P's opinion of:

- investments held in First American Treasury Obligations Class
   D money market fund (AAAm);

- the high credit quality of the Fannie Mae mortgage pass-
   through certificate, which S&P considers 'AA+' eligible under
   S&P's rating criteria; and

- asset/liability parity is 100.04% as of March 8, 2012.

"Standard & Poor's has analyzed available updated financial
information based on our current stressed reinvestment rate
assumptions for all scenarios as set forth in the related criteria
articles. We believe the bonds are unable to meet all bond costs
from transaction revenues until maturity, assuming these
reinvestment earnings," S&P said.


SCIENTIFIC GAMES: S&P Affirms 'BB' CCR; Outlook Revised to Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'BB' corporate credit rating, on New York City-based gaming
services provider Scientific Games Corporation and revised the
rating outlook to stable from negative.

"The revision of our rating outlook to stable reflects the
company's strong operating performance in the first quarter
relative to our previously published expectations for the full
year 2012 and continued improvement in credit measures," said
Standard & Poor's credit analyst Melissa Long. "In the three
months ended March 31, 2012, Scientific Games' revenue and EBITDA
improved 19% and 23%, year over year. Leverage improved 0.2x to
5.0x at March 31, 2012, from 5.2x at Dec. 31, 2011."

"Furthermore, the outlook revision reflects our expectation that
the company will show continuing improvement in credit measures
and that by the end of 2012, leverage will improve to below our 5x
maximum leverage threshold for Scientific Games' 'BB' corporate
credit rating," added Ms. Long. "We expect the company will build
in cushion relative to that maximum threshold to provide it with
flexibility to pursue additional strategic growth opportunities
without meaningfully impairing its financial risk profile."

"Our rating factors in the expectation that Scientific Games'
revenue will grow in the high-single-digit percentage area in
2012. Our revenue assumptions incorporate an expectation for
instant ticket revenue growth in the low- to mid-single-digit
percentage area and a mid-single-digit percentage increase in
sales revenue (excluding the acquisition of Barcrest). Our
performance expectations for the company's lottery business factor
in our U.S. economist's forecast for modest consumer spending
growth and changes in various lotteries, including the Powerball
price increase and the ability to sell some lottery products
through the Internet channel. We expect growth in the lottery
segment to moderate somewhat from first-quarter sales levels,
which were aided by strong jackpot activity. Additionally, we
believe economic uncertainty in many European markets could damper
international growth. Our forecast also factors in a modest level
of incremental revenue associated with the company's acquisition
of Barcrest last year," S&P said.

"Our rating outlook on Scientific Games is stable, reflecting our
expectation that credit measures will improve to a level we
believe is in line with the current rating before the end of 2012.
Furthermore, we expect the company will show continuing leverage
improvement over the next two years, and will build in some
cushion relative to a 5x maximum leverage threshold to provide it
with some flexibility to make additional strategic investments
without meaningfully impairing its financial risk profile. For
2012, we have factored into our rating a high-single-digit revenue
and EBITDA increase. Under our performance expectations, we expect
leverage to be in the high-4x area at the end of 2012 and EBITDA
coverage of interest around 3x," S&P said.

"We could lower the rating if operating performance is
meaningfully worse than our current expectations and the company
does not demonstrate organic growth in its existing businesses or
if the company embarks on larger-than-expected investments for
acquisitions or other strategic growth opportunities, such that we
no longer believe the company has the ability to reduce and
maintain leverage below 5x over the next two years. Furthermore,
we could also lower the rating if the company completes any
meaningful share repurchases, as this action would signal a more
aggressive financial policy than we have currently contemplated,"
S&P said.

"A higher rating is unlikely over the next two years, given our
expectation that Scientific Games will pursue investment
opportunities and that leverage will remain in the mid- to high-4x
area on average," S&P said.


SHINER CHEMICALS: Counsel Quits Amid "Breakdown in Communication"
-----------------------------------------------------------------
David Miles McGuire Gardner, PLLC and James M. McGuire, Esq.,
obtained permission from the U.S. Bankrupcy Court to withdraw as
counsel for Shiner Warehouse, LLC.  The Firm believes it must
withdraw as a result of breakdown in communication between the
Firm and Shiner Warehouse.

                     About Shiner Warehouse

Aaron J. Valenzuela, Sherri S. Parkin and Peter J. Workman filed
an involuntary Chapter 11 petition against Shiner Warehouse, LLC
(Bankr. D. Ariz. Case No. 11-28103) on Oct. 4, 2011.  Judge Sarah
Sharer Curley presides over the case.  Orlo D. Ison is the sole
member of the Debtor.


SPRINGLEAF FINANCE: Moody's Cuts CFR to 'Caa1'; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Springleaf Finance
Corporation's senior unsecured and corporate family ratings to
Caa1 from B3. The rating outlook is negative.

Ratings Rationale

The downgrade reflects Springleaf's funding constraints and
uncertain liquidity outlook, increased operational stresses, and
record of operating losses since early 2008.

Springleaf has $2 billion of long-term debt maturing in the second
half of 2012 and an additional $1.8 billion due in 2013. Moody's
estimates that Springleaf has sufficient liquidity to meet its
obligations in 2012 but that it will need to generate significant
additional liquidity to cover 2013 needs. The company's sources of
liquidity include cash balances, net proceeds from portfolio
runoff, and operating cash flow. Unrestricted cash totaled $1.2
billion at the end of the first quarter and ongoing runoff of
Springleaf's real estate portfolio is currently generating about
$300 million of cash per quarter. However, the company has no
committed borrowing capacity to supplement these sources to
support its operating and financial requirements.

In April, Springleaf added $367 million to cash after completing a
securitization of home loans, the third such transaction since
2010. Springleaf has about $5.5 billion of unencumbered real
estate loans and consumer receivables that it could securitize or
pledge to obtain additional secured financing. However, there is
no assurance that additional transactions of a size necessary for
Springleaf to meet its upcoming needs can be executed.

"Springleaf's plans to generate incremental liquidity involve
significant execution risk," said Moody's senior analyst Mark
Wasden. "We can't rule out the possibility of a distressed debt
exchange as a means for Springleaf to reduce the near-term demands
on its liquidity resources," he added.

Springleaf has reported operating losses since 2008. Lower finance
revenues from declining portfolio balances, high credit costs, and
increasing cost of funds have all pressured earnings. Springleaf
has taken steps to rationalize operating costs by closing non-core
and under-performing branches and by improving efficiency, but
operating losses will likely continue through the intermediate
term while the company works through portfolio credit performance
and funding issues.

Moody's believes that Springleaf's franchise positioning has
weakened as a consequence of its funding constraints and the
actions it has been forced to take. Springleaf ceased originating
home mortgage loans in January of this year and is now focusing
exclusively on providing consumer loans to customers that either
prefer not to borrow from banks or who don't qualify for bank
loans. With its multi-state branch network, Springleaf is well
situated to address the large market for such loan products, but
the firm has not yet established a sustainable source of funding
for this business.

Moody's said that Springleaf's long-term ratings could be upgraded
if the company demonstrates improved access to funding,
strengthens its liquidity runway, and returns operations to
profitability. Conversely, ratings could be downgraded if it is
unable to execute a funding strategy that leads to a sustainable
improvement in its liquidity position or if it seems likely to
pursue a distressed debt exchange or restructure.

Ratings affected by the action include:

Springleaf Finance Corporation:

Corporate Family: to Caa1 from B3

Senior Unsecured: to Caa1 from B3

Springleaf Financial Funding Company:

Senior Secured Bank Loan: to B3 from B2

AGFC Capital Trust I:

Preferred Stock: to Caa3 from Caa2

In its last AGFC rating action on August 11, 2010, Moody's
downgraded Springleaf's corporate family rating of B3 from B2.

Springleaf Finance Corporation, headquartered in Evansville,
Indiana, provides consumer finance and credit insurance products
to consumers through a multi-state branch network.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


STOCKTON PUBLIC: S&P Lowers SPUR on Revenue Bonds to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) three notches to 'BB+' from 'BBB+' on Stockton Public
Financing Authority, Calif.'s senior-lien series 2005A water
revenue bonds and series 2010A variable rate demand water revenue
bonds, issued on behalf of the City of Stockton. "We also lowered
our long-term rating to 'BBB' from 'BBB+' on the authority's
series 2005A bonds. The outlook is developing.  The series 2005A
long-term rating and outlook solely reflects that of the bond
insurer, National Public Finance Guarantee Corp, which is now
rated higher than the authority's SPUR.  We also lowered our long-
term rating two notches, to 'BB+' from 'BBB', on the authority's
subordinate-lien series 2009A and 2009B bonds. Finally, we lowered
our long-term rating to 'AA-/A-1' from 'AA+/A-1' on the
authority's series 2010A variable-rate demand water revenue bonds.
The long-term rating on the series 2010A variable-rate demand
water revenue bonds is based on the application of our joint
support rating criteria assuming medium correlation between Union
Bank N.A. (A+/A-1), which provides a letter of credit (LOC), and
the city's water system ('BB+'). In addition, we removed all of
the applicable long-term ratings and related SPURs from
CreditWatch and assigned them a developing outlook," S&P said.

"The rating actions reflect our view of several credit risks
facing the city's water enterprise, including, primarily the
potential for an acceleration of principal payments for the series
2010A variable rate bonds," said Standard & Poor's credit analyst
Paul Dyson. "Upon an event of default, Union Bank is permitted,
under provisions of the reimbursement agreement, to send a notice
to the trustee to cause a mandatory tender of the bonds. Union
Bank indicated that it is maintaining its various rights and
remedies available to it under the reimbursement agreement and,
according to bank counsel's written confirmation on behalf of
Union Bank, has deemed that one or more events of default to have
occurred; however, the bank is not making any present demand on
the city and does not currently intend to declare any event of
default under the reimbursement agreement," added Mr. Dyson.

"Other credit risks reflected in the lowered ratings include
uncertainty with regard to ancillary credit impacts from the
city's ongoing AB 506 Confidential Neutral Mediation Process (the
AB 506 process) and the potential Chapter 9 bankruptcy filing,"
S&P said.


STOCKTON, CA: Council Plans Vote on Bankruptcy Authorization
------------------------------------------------------------
American Bankruptcy Institute reports that the city manager of
Stockton, Calif., may be granted authority to seek bankruptcy
protection in a City Council vote scheduled for June 5.

                    About Stockton, California

Stockton, California, the seat of San Joaquin County, is the
fourth-largest city in the Central Valley of the U.S. state of
California. With a population of 291,707 at the 2010 census,
Stockton ranks as the state's 13th largest city.

Stockton was sued by the indenture trustee after failing to make a
payment of about $780,000 due Feb. 25 on $32.8 million in parking
garage revenue bonds.  The city council voted in February 2012 to
default on about $2 million in bond payments as a prelude under
state law for conducting workout negotiations with bondholders.

Stockton is taking advantage of a new California law that lets
municipalities in financial distress confidentially mediate with
creditors or "interested parties" with $5 million or more in
obligations or debt.

Ralph Mabey, a former U.S. bankruptcy judge, was selected as
mediator to conduct negotiations between the city and its
creditors.

Reuters notes Stockton's economy has been hit hard by the housing
market's steep downturn in inland California, slashing the city's
revenue.  Mayor Ann Johnston noted that only 150 new homes were
built in the city last year compared with 3,000 in 2007 and that
the city has cut $90 million in spending over the last three
years, the report says.


STORM LAKE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Storm Lake, LLC
        17318 Bothell Way NE
        Bothell, WA 98011-1904

Bankruptcy Case No.: 12-15840

Chapter 11 Petition Date: May 31, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Dallas W Jolley, Jr., Esq.
                  4707 S Junett St., Suite B
                  Tacoma, WA 98409
                  Tel: (253) 761-8970
                  E-mail: dallas@jolleylaw.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 four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/wawb12-15840.pdf

The petition was signed by Brian Patrick O'Neill, member.


STRATHMORE SQUARE: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Strathmore Square, LLC
        5028 W. Coyle
        Skokie, IL 60077

Bankruptcy Case No.: 12-22110

Chapter 11 Petition Date: May 31, 2012

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

Judge: Jack B. Schmetterer

Debtor's Counsel: Ariel Weissberg, Esq.
                  WEISSBERG & ASSOCIATES, LTD
                  401 S. LaSalle Street, Suite 403
                  Chicago, IL 60605
                  Tel: (312) 663-0004
                  Fax: (312) 663-1514
                  E-mail: ariel@weissberglaw.com

Scheduled Assets: $5,150,000

Scheduled Liabilities: $7,697,965

A copy of the Company's list of its eight largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb12-22110.pdf

The petition was signed by Andrew Mourikes, managing member.


SUGARHOUSE HSP: S&P Affirms 'B-' Corp. Credit Rating; Outlook Pos
-----------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Sugarhouse HSP Gaming Prop. Mezz L.P., the owner and operator of
Sugarhouse Casino in Philadelphia, to positive from negative, and
affirmed its 'B-' corporate credit rating on the company. "We also
affirmed our 'B-' issue-level rating on the company's senior
secured notes, with a recovery rating of '3', indicating our
expectations for meaningful (50-70%) recovery in the event of a
payment default," S&P said.

"Our outlook revision reflects solid operating metrics during the
casino's ramp up period since opening in September 2010," said
Standard & Poor's ratings analyst Jennifer Pepper.

"Sugarhouse's slot win per unit has grown to the high $200 area,
in line with the casino's two primary competitors, Parx Casino and
Harrah's Chester, albeit from substantially fewer slots. In
addition, Sugarhouse's fair share of table revenue has
substantially exceeded that of its competitors since opening.
'These metrics have supported improvements to credit measures
that, together with the high quality of the property, we view as
sustainable, despite increased competition in the region," said
Ms. Pepper. "Further, we believe that credit measures could
support a higher rating, even in the event that an expansion of
the property is pursued, as currently contemplated."

"Our 'B-' corporate credit rating reflects our assessment of the
company's business risk profile as 'weak' and our assessment of
the company's financial risk profile as 'highly leveraged,'
according to our criteria," S&P said.

"Our assessment of HSP's business risk profile as weak reflects
its limited operating history, reliance on a single property for
cash flow generation and the highly competitive dynamics in the
region. In addition to competition within the Philadelphia market,
including the recently opened gaming capacity at Valley Forge
Convention Center, we believe the recent opening of the Revel
Resort in Atlantic City could pressure performance. Despite
ongoing legislative debate over an additional gaming license in
Philadelphia, we believe it is increasingly unlikely that a
property will open over the intermediate term," S&P said.

"Our assessment of HSG's financial profile as highly leveraged
reflects adjusted leverage that we expect to remain above 5x given
accreting PIK debt in the company's capital structure, as well as
our expectation that the company will likely finance a portion of
its planned expansion of the property with debt," S&P said.

"An upgrade would be hinged on further clarity on the size and
timing of the company's expansion plans and details around the
financing plans," said Ms. Pepper. "We could revise the outlook to
stable if HSG assumes more debt than we currently expect to fund
the construction of the expansion or pursues a dividend in
conjunction with the expansion."


TRAFFIC CONTROL: Court OKs Latham & Watkins as Bankr. Counsel
-------------------------------------------------------------
Traffic Control and Safety Corporation and its affiliates sought
and obtained approval from the Bankruptcy Court to employ Latham &
Watkins LLP as their Chapter 11 bankruptcy counsel.

The Debtor said Latham negotiated a reduced billing rate of $925
(as opposed to $1,055) per hour for Mr. Gilhuly, Esq., a partner
at the firm.  Latham will also provide 10% discount of its
standard hourly rates for all other attorney and paralegal hours.

The Debtors first approached Latham in November 2011.  The Debtors
have provided the firm with a retainer.  The firm has so far been
paid $650,000 since the start of the engagement.  As of the
bankruptcy filing, $300,000 of the retainer remains.

Mr. Gilhuly attests that the firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The Debtor is also hiring Michael R. Nestor, Esq., and Kara
Hammond Coyle, Esq. -- mnestor@ycst.com -- at Young Conaway
Stargatt & Taylor LLP as local bankruptcy counsel.

             About Traffic Control and Safety

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.


TRAFFIC CONTROL: Court Approves Young Conaway as Co-Counsel
-----------------------------------------------------------
Traffic Control and Safety Corporation, et al., sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to employ Young Conaway Stargatt & Taylor, LLP as
bankruptcy co-counsel.

The principal attorneys and paralegal designated to represent the
Debtors and their hourly rates are:

         Michael R. Nestor, partner              $650
         Kara Hammond Coyle, associate           $410
         Morgan L. Seward, Associate             $295
         Troy Bollman, paralegal                 $150

Young Conaway was retained by the Debtors pursuant to an
engagement agreement dated March 14, 2012.  Young Conaway received
a $50,000 retainer.  A portion of the retainer has been applied to
outstanding balances existing as of the Petition Date.  The
remainder will constitute a general retainer for postpetition
services and expenses.

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

             About Traffic Control and Safety

Traffic Control and Safety Corporation and six subsidiaries filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-11287) on
April 20, 2012.  TCSC is the largest independent provider of
safety services and products in California and Hawaii.  Formed by
Marwit Capital Partners II, L.P., in June 2007, TCSC has 430 full-
time employees and serves state and local agencies, public works
organizations, general contractors, the motion picture industry,
and provide services at special events.

TCSC estimated assets of up to $50 million and debts of up to
$100 million as of the Chapter 11 filing.

Judge Kevin J. Carey presides over the case.  Latham & Watkins LLP
serves as the Debtors' bankruptcy counsel and Young Conaway
Stargatt & Taylor LLP as Delaware counsel.  Broadway Advisors, LLC
serves as financial advisors, and Epiq Bankruptcy Solutions LLC as
the claims and notice agent.


TRIUMPH GROUP: S&P Affirms 'BB' Corp. Credit Rating; Outlook Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' corporate credit rating, on Berwyn, Pa.-based Triumph
Group Inc. and revised the outlook to positive from stable.

"Credit protection metrics have strengthened because of improving
profitability, favorable conditions in the commercial aerospace
market, and debt reduction," said Standard & Poor's credit analyst
Chris DeNicolo.

"Since its partially debt-financed Vought Aircraft Industries Inc.
acquisition in June 2010, Triumph has reduced balance sheet debt,
increased earnings, reduced operating costs, and successfully
integrated Vought into the corporate structure. In addition,
voluntary contributions and pension plan changes have more than
offset lower discount rates and decreased the pension liability,"
S&P said.

"The combined company is a well-diversified supplier to the
aerospace and defense industry and serves original equipment
manufacturers (OEMs), the military services, airlines, and air
cargo carriers," S&P said.

"Increasing revenues, as Boeing Co. and Airbus SAS increase
production on most models, including should offset somewhat weaker
military demand due to pressures on the U.S. defense budget.
Profitability and cash generation should benefit not only from
higher volumes, but also from more efficient operations through
cost-cutting measures," S&P said.

The company likely will continue to use its free cash flow to
reduce debt, which Standard & Poor's believes will lead to further
improvement in key credit metrics over the next 12-18 months.


TRONOX INC: Kerr-McGee Adviser Grilled on Spinoff Plans
-------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that the financial
adviser who drew a cartoon portraying Kerr-McGee Corp.'s pigment
business as a flower being choked by a weed, representing the
company's legacy environmental liabilities, took the stand in the
second week of trial in Tronox Inc.'s $25 billion suit.  Law360
relates that Chris Watson, then of Lehman Brothers Holdings Inc.,
testified about his role in advising Kerr-McGee ahead of its
initial public offering of shares in pigment maker unit Tronox and
subsequent spinoff of the company, with an attorney for the
Anadarko Litigation Trust.

                         About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TRONOX INC: Witnesses Look to Build Contamination Case
------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that two witnesses on
Friday in New York bankruptcy court detailed contamination at two
sites at issue in Tronox Inc. successor Anadarko Litigation
Trust's case seeking to hold former Tronox parent Kerr-McGee Corp.
liable for legacy environmental liabilities.

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-
10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard M.
Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at
Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


UNITED WESTERN: Overbid and Auction Procedures Approved
-------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court entered
an order approving overbid and auction procedures and break-up fee
for United Western Bancorporation Debtor Matrix Funding Corp.
Documents filed with the Court indicate that McCurter Land Company
has agreed to purchase certain property for a purchase price of
$1,000,000.

The Debtor, according to the report, said it has responded to
various inquiries from third parties, including a real estate
broker representing a third party, interested in purchasing the
Property.  The Debtor has provided certain historical information
to those interested parties regarding the property.  The Debtor
has met with one interested party in the City of Ft. Lupton to
discuss such party's interest in purchasing the Property.
Subsequent discussions with such party included meeting certain
officials from the City of Ft. Lupton to discuss such party's
preliminary development plans for the Property.  The Debtor
continues to have discussions with other third parties interested
in purchasing the Property.

The Court scheduled a June 20, 2012 hearing to consider the sale.

                       About United Western

United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.  Harvey Sender, Esq., at Sender & Wasserman, P.C.,
represents the Debtor.  Judge A. Bruce Campbell presides over the
case.

The Debtor, formerly known as Matrix Bancorp Inc., estimated
assets of up to $10 million and debts of $50 million to
$100 million as of the Chapter 11 filing.  The schedules say that
liabilities total $53.3 million, of which $40.5 million is
unsecured.


UNITED WESTERN: FDIC-R Withdraws Automatic Stay Motion
------------------------------------------------------
BankruptcyData.com reports that the Federal Deposit Insurance
Corporation as receiver (FDIC-R) for United Western Bank, filed
with the U.S. Bankruptcy Court a notice of withdrawal without
prejudice of its motion for an order confirming that the automatic
stay does not apply, or in the alternative, for an order granting
relief from the automatic stay to allow the FDIC-R to exercise
certain tax rights without prejudice. Court documents explain that
the FDIC-R has "currently resolved the issues raised in the Motion
with the Debtors."

                        About United Western

United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.  Harvey Sender, Esq., at Sender & Wasserman, P.C.,
represents the Debtor.  Judge A. Bruce Campbell presides over the
case.

The Debtor, formerly known as Matrix Bancorp Inc., estimated
assets of up to $10 million and debts of $50 million to
$100 million as of the Chapter 11 filing.  The schedules say that
liabilities total $53.3 million, of which $40.5 million is
unsecured.


UNIVAR INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Redmond, Wash.-based Univar Inc.'s term loan B to '3' from '4',
indicating its expectation of meaningful (50% to 70%) recovery for
lenders in the event of a payment default. "We are affirming the
'B+' issue rating. This revision follows Univar's announcement
that it will not proceed with the planned amendment to its term
loan and issuance of new senior notes," S&P said.

"At the same time, we withdrew our 'B-' issue rating and '6'
recovery rating on Univar's proposed $750 million senior notes due
2019," S&P said.

"We affirmed our 'B+' corporate credit rating on the company. The
outlook is stable," S&P said.

"The ratings on Univar reflect its high leverage and very
aggressive financial policies, as well as our expectation that
favorable business conditions and operating trends over the next
couple of years will continue to support adequate cash flow
generation, 'strong' liquidity, and a modestly improving financial
profile. We characterize Univar's business risk profile as
'satisfactory' and its financial risk profile as 'highly
leveraged,'" S&P said.

"Our forecast includes our expectation that operating trends will
remain favorable over the next year, primarily because of
increased volumes from acquisitions--mostly related to Univar's
December 2010 acquisition of Basic Chemical Solutions (BCS)--
ongoing operating efficiencies, and synergies from those
acquisitions," said Standard & Poor's credit analyst Seamus Ryan.
"Ongoing cost-reduction initiatives and increased demand for
chemical distribution services, which we expect over the next
several years, should also contribute to improved credit metrics.
Our forecast incorporates the potential for future dividend
distributions that could increase total leverage and weaken the
financial profile, but we do not assume any large debt-funded
acquisitions."

"If Univar does not increase leverage to fund dividend
distributions, we believe the company can continue to reduce
leverage gradually through cash flow generation and operational
improvements. In this scenario, we expect total debt to EBITDA and
funds from operations (FFO) to total debt could improve to close
to 5x and 10.5%, respectively, by the end of 2012 from about 5.5x
and 9.7% as of March 31, 2012," S&P said.

"Univar's highly leveraged capital structure and very aggressive
financial policies more than offset its satisfactory business
profile, which reflects its position as a leading distributor of
specialty and commodity chemicals across broadly diversified end
markets, ranging from cyclical segments (such as paints and
coatings) to stable end markets (like pharmaceuticals, food, and
personal care). Univar benefits from a diversified customer base
of approximately 115,000, with no single customer representing
more than 4% of net sales in 2011, and good geographic diversity.
It generates approximately 43% of sales outside the U.S. In
addition, the company's long-standing supplier relationships and
an extensive distribution infrastructure provide a competitive
advantage," S&P said.

"We expect profitability to gradually improve over the next few
years as a result of increased volumes from the BCS acquisition
and subsequent smaller acquisitions and favorable industry trends.
However, volumes and profitability could be soft during cyclical
downturns in key end markets and during periods of slow economic
growth. We expect ongoing cost-reduction efforts, productivity
improvements, and smarter pricing initiatives to bolster operating
results so that EBITDA margins remain at about 7% in 2012. We
believe Univar could improve its margins by 25 to 50 basis points
in the next few years by improving product mix through small bolt-
on acquisitions and various margin-improvement efforts," S&P said.

"The satisfactory business risk profile also reflects our
expectation for favorable long-term trends for large diversified
chemical distributors. We expect increasing global demand for
chemical products and an increase in outsourcing trends to support
Univar's long-term growth prospects. We also believe this industry
is consolidating, so further acquisitions are likely. Currently,
smaller distributors make up approximately 52% of the North
American distribution market and 74% of the European distribution
market. We factor into our ratings the potential that Univar will
seek additional growth and more-extensive product lines through
modest acquisitions, although we don't expect this to stretch the
financial profile significantly," S&P said.

"The stable outlook reflects our expectation for steady operating
results and our belief that relatively favorable business
conditions will allow Univar to maintain a financial profile
consistent with the ratings. We expect increasing volumes--mostly
through acquisitions--and stable margins, as a result of various
cost-reduction efforts and synergies related to its acquisitions,
to support operating results. The stable outlook also reflects our
view that moderate cash flow generation should continue to support
capital expenditures, small bolt-on acquisitions, and gradual debt
reduction," S&P said.

"We could raise the ratings modestly if FFO to total debt exceeds
12% and total debt to EBITDA decreases below 5x on a sustained
basis. However, Univar's very aggressive financial policies,
including the potential to increase debt to fund larger
acquisitions or dividend distributions to shareholders, limit the
potential for an upgrade over the near term," S&P said.

"We could lower the ratings if liquidity declines significantly or
if free cash flow generation is lower than we project because of
unexpected business challenges. We could also lower the ratings if
EBITDA margins weaken by 150 basis points or more and volumes
decline 10% or more from current expectations. At that point, we
expect the company's credit metrics would weaken, including
leverage deteriorating to 7x or higher and FFO to total debt
decreasing to the low- to mid-single-digit percentage area. We
could also lower the ratings if unexpected cash outlays or
aggressive financial policy decisions reduce the company's
liquidity or stretch its financial profile," S&P said.


VORNADO REALTY: Fitch Affirms Rating on Preferred Stock at 'BB+'
----------------------------------------------------------------
Numerous strategic initiatives are unlikely to result in positive
ratings momentum for Vornado Realty Trust (NYSE: VNO) given
certain factors, though Fitch Ratings views a more streamlined VNO
as a credit positive longer term.

The redeployment of sales proceeds from non-core investments to
repay amounts outstanding or re-invest into core markets will
likely be beneficial to unsecured creditors despite a concern that
the disposition or monetization process for some of the larger,
non-core investments may be protracted.

As such, Fitch has affirmed the credit ratings of VNO and Vornado
Realty, L.P. (collectively, Vornado) as follows:

Vornado Realty Trust:

  -- Issuer Default Rating (IDR) at 'BBB';
  -- Preferred Stock at 'BB+';

Vornado Realty, L.P.:

  -- IDR at 'BBB';
  -- Unsecured revolving credit facility at 'BBB';
  -- Senior unsecured notes at 'BBB'.

The Rating Outlook is Stable.

In addition, Fitch has withdrawn the 'BBB' rating on Vornado
Realty, L.P.'s convertible and exchangeable senior debentures,
which were redeemed in April 2012 and which are no longer
considered by Fitch to be relevant to the agency's coverage.

The affirmations reflect Vornado's credit strengths, including its
strong access to capital, exceptional unencumbered assets to
unsecured debt, and maintenance of leverage appropriate for the
rating category, a high-quality portfolio of properties,
manageable lease maturities and granular tenant base.

These positive rating elements are offset by the likelihood for
declining recurring operating EBITDA and higher recurring capital
expenditures as the Base Realignment and Closure statute(BRAC)
related leases expire resulting in a lower fixed charge coverage
ratio.  Fitch also notes the company's debt maturity schedule has
sizable concentrations of secured debt in 2013 but should be
refinanced and not negatively impact liquidity.  Fitch will also
monitor whether Vornado's future investments deviate from its
renewed focus on its core New York and Washington, D.C. office and
retail markets.

Vornado's leverage ratio remains consistent with a 'BBB' rating,
as the company's net debt to recurring operating EBITDA ratio was
6.4 times (x) for the trailing twelve months (TTM) ended March 31,
2012, down from 6.8x and 7.1x as of Dec. 31, 2010 and 2009,
respectively.  Leverage including Fitch's estimate of recurring JV
distributions (namely dividends from ownership interests in
Alexander's Inc.  and Lexington Realty Trust) in recurring
operating EBITDA lowers leverage to 6.2x for the TTM ended March
31, 2012.  Fitch forecasts leverage including JV distributions to
remain around the 6.5x level through 2014.  Fitch defines leverage
as net debt divided by recurring operating EBITDA.

The company's fixed-charge coverage ratio was 2.0x for the TTM
ended March 31, 2012, consistent with 2.0x in 2010 and up from
1.6x in 2009.  Fitch expects coverage to decline to 1.8x in 2014
due to BRAC, and be modestly higher than 1.8x when incorporating
Fitch's estimate of recurring JV distributions.  Fitch defines
fixed-charge coverage as recurring operating EBITDA less recurring
capital expenditures and straight-line rents, divided by interest
incurred and preferred stock and OP unit distributions.

The company's portfolio benefits from tenant diversification with
the top 30 tenants representing only 27% of total revenue.
However, the largest tenant is the United States Government which
accounts for 7% of total revenue and the implementation of BRAC
for the Department of Defense, coupled with the move by related
contractors have caused this exposure to become a temporary credit
negative.  Offsetting this exposure is the otherwise manageable
lease expiration schedule (as measured by annual escalated
expiring rent) with no segment's (excluding Merchandise Mart)
surpassing 15% annually and averaging 8% going forward.

The ratings are further supported by VNO's unencumbered property
coverage of unsecured debt, which gives the company significant
financial flexibility as a source of contingent liquidity.
Consolidated unencumbered asset coverage of net unsecured debt
(calculated as annualized first-quarter 2012 unencumbered property
EBITDA divided by a blended 7.8% stressed capitalization rate)
results in coverage of 4.0x (and surpasses 5.0x pro-forma for the
April note redemptions).  The ratio is strong for the rating,
particularly given the unencumbered Manhattan office and retail
properties are highly sought after by secured lenders and foreign
investors, resulting in stronger contingent liquidity relative to
many asset classes.  The company's investments in public companies
improves coverage by a half-turn after a 50% haircut although they
are not captured under Fitch's criteria.

The two-notch differential between VNO's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'.  Based on Fitch Research on 'Treatment and
Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

The Stable Rating Outlook is driven in part by Fitch's expectation
that VNO will maintain appropriate credit metrics in light of the
BRAC related earnings erosion, in addition to its average
liquidity profile.  For the period April 1, 2012 to Dec. 31, 2013,
the company's sources of liquidity (cash, availability under the
company's unsecured revolving credit facility, and Fitch's
expectation of retained cash flows from operating activities after
dividends and distributions) covered uses of liquidity (pro rata
debt maturities and Fitch's expectation of committed development
and recurring capital expenditures) by 1.0x.

Although Fitch does not anticipate positive ratings momentum in
the near- to medium-term, the following factors may result in
positive momentum on the rating and/or Outlook:

  -- Net debt to recurring operating EBITDA sustaining below 5.5x
     (trailing twelve months leverage was 6.5x as of March 31,
     2012);

  -- Fixed-charge coverage sustaining above 2.7x (coverage was
     2.0x for the trailing twelve months ended March 31, 2012).

The following factors may result in negative momentum on the
rating and/or Outlook:

  -- Leverage sustaining above 7.5x;
  -- Fixed-charge coverage sustaining below 1.8x;
  -- A sustained liquidity coverage ratio below 1.0x.


* RLJ Acquires Two Hotels via Bankruptcy
----------------------------------------
RLJ Lodging Trust acquired two focused-service hotels, the 226-
room Courtyard New York Manhattan/Upper East Side and the 187-room
Residence Inn by Marriott Bethesda Hotel Downtown, for a combined
total of $146.5 Million.

"We were able to leverage our extensive network and strong
industry relationships to source and execute accretive
transactions in key gateway cities," commented Thomas J.
Baltimore, Jr., President and Chief Executive Officer.  "We expect
these two new additions to yield strong results and strengthen our
overall portfolio."

The company acquired the Courtyard New York Manhattan/Upper East
Side through a bankruptcy court-ordered sale for a purchase price
of $82.0 million, or approximately $363,000 per key.  The purchase
price represents a forward capitalization rate of approximately
7.5% on the hotel's projected 2013 net operating income.  The
Company's purchase price is considerably lower than other recently
traded hotels in Manhattan and is a significant discount to
replacement cost.

Additionally, the company was able to successfully leverage its
strong industry relationships and acquire the Residence Inn by
Marriott Bethesda Hotel Downtown in an off-market transaction for
a purchase price of $64.5 million, or approximately $345,000 per
key.  The purchase price represents a forward capitalization rate
of approximately 7.1% on the hotel's projected 2013 net operating
income.

The new additions to the company's portfolio are compliant with
its overall investment strategy.  The company remains selective
and disciplined in its pursuit to acquire accretive assets that
drive shareholder value.  These two focused-service hotels in key
gateway markets exhibit high growth and high barriers-to-entry
characteristics.  Both hotels are well positioned to capitalize on
Marriott's strong reservation system and guest loyalty program as
well as their proximity to upscale shopping, renowned medical
centers, and other commercial and leisure demand generators.

The acquisitions were funded through a combination of cash
available on the Company's balance sheet and proceeds from its
credit facility.  An updated Pro forma RevPAR and Pro forma
Consolidated Hotel EBITDA outlook will be provided in the
Company's upcoming second quarter earnings press release.

With the addition of these two hotels, the Company now owns 143
hotels and more than 21,000 rooms in 20 states and the District of
Columbia.

RLJ Lodging Trust --http://rljlodgingtrust.com/-- is a self-
advised, publicly traded real estate investment trust focused on
acquiring premium-branded, focused-service and compact full-
service hotels.


* Moody's: Sequestration Cuts May Hit Aerospace & Defense Sector
----------------------------------------------------------------
Moody's said its stable outlook for the global aerospace and
defense industry incorporates rapidly rising delivery rates for
commercial aircraft balanced against a projected slowdown in
global defense spending. The updated research report -- "Global
Aerospace and Defense: Stable Outlook Balances Strength in
Commercial Aerospace with Headwinds in Defense" -- can be found on
the Moody's website.

Moody's industry outlooks reflect the rating agency's expectations
for fundamental business conditions in the industry over the next
12 to 18 months. Moody's expects aerospace and defense operating
profit to rise 6%-8% during this period.

"While not without its own risks, what appear to be very favorable
trends that should drive meaningful growth in profitability on the
commercial side of the business are tempered by bigger risks that
will eventually, more noticeably, pressure defense activities,"
said Russell Solomon, a Moody's Senior Vice President and author
of the report. Record high order books at the main commercial
airframers would seem to have almost mandated aggressive increases
in production rates, with the entire supply chain likely to
benefit from higher throughput and ensuing growth in cash flows,
as Moody's notes in its report. But the rating agency forecasts a
5% to 10% drop in global defense spending over the 12- to 18-month
period, mostly reflecting reduced supplemental wartime spending by
the US following its exit from Iraq and possibly accelerated exit
from Afghanistan. Some offsetting benefit is noted in conjunction
with rising defense spending in China, India and the Middle East.

But while mandated cuts stemming from the US Budget Control Act of
2011 are fully incorporated, the rating agency notes that
announced savings to date have mostly been driven by efficiency
savings and relatively modest deferrals in delivery schedules for
high-profile programs, rather than more meaningful equipment
quantity reductions and outright program cancellations.

"With the US fiscal deficit problem still largely unaddressed, we
remain resolute in our belief that the bigger cuts in defense
budgets have yet to be seen," noted Solomon. The agency expects
the environment to get tougher by 2014-2015, after what it thinks
could be a more turbulent-than-normal political environment in
2013 following the 2012 presidential election. "For the time
being, the risks are more than adequately cushioned by our
favorable outlook for commercial airplane deliveries," said
Mr. Solomon.

If US sequestration cuts are implemented in January 2013 and are
not legislated away by Congress --something the rating agency
views as unlikely, albeit if only temporarily -- this would be
immediately credit negative, according to the Moody's report.
Given the magnitude and abrupt nature of such a sudden shock to
the defense infrastructure, for which the industry remains largely
unprepared, adverse rating implications could well ensue across
the sector.

Moody's expects commercial airplane deliveries to grow more than
30% overall in the next 12 to 18 months. Industry leaders Boeing
Co. (A2 stable) and Airbus, a unit of European Aeronautic Defence
& Space Co. (A1 stable), have a substantial combined backlog
that's approaching $1 trillion, says the rating agency.

Moody's says a risk to the stable outlook is any potential
disruption of supply chain and production lines, with both
commercial and defense airframers vulnerable to coming large and
simultaneous projects. In addition, another risk is potential
delays in deliveries because of financing or economic problems.


* Moody's Says US Newspaper Industry Outlook Negative
-----------------------------------------------------
The outlook for the US newspaper industry is negative as digital
initiatives and the modest economic recovery fail to offset
significant secular pressures, says Moody's Investors Service in
its new industry outlook "US Newspaper Industry: EBITDA Declines
Stack Up."

Moody's rates several newspaper companies including The New York
Times Company, Gannett Co. Inc., Block Communications Inc., The
McClatchy Company and Gatehouse Media Operating Inc.

"Industry EBITDA is expected to fall about 11% to 13.5% this year,
and is projected to fall 12% to 14.5% in 2013," said John
Puchalla, a Moody's Vice President -- Senior Credit Officer.
"Revenue declines are relentless, and industry efforts to grow the
digital business and reduce costs are not sufficient to offset
pricing pressure and print volume losses."

Moody's says that of these five companies, The New York Times
Company will benefit from a full year of the pay wall initiatives
rolled out in 2011, making its EBITDA decline less than the
industry average. Gannett on the other hand will likely see a
decline above the industry average largely due to its 39% drop in
the first quarter of 2012, although Moody's notes that the
company's cost reductions and new initiatives will moderate the
declines for the rest of 2012. In addition, pension liabilities
continue to drag on cash flow, preventing companies from
reinvesting and paying down debt.

Although newspaper companies seek to capitalize digital revenue
through an array of channels, it's unlikely that these gains will
be large enough to offset print losses. A complete transformation
away from print entirely would eliminate the sizable costs of
print production and distribution, but the revenue loss is still
too great for companies to make the switch yet, says Moody's.


* Calif. Assembly OKs Bill to Retool City Pre-Bankruptcy Process
----------------------------------------------------------------
Erin Coe at Bankruptcy Law360 reports that a bill that would
revise a new law requiring California municipalities to negotiate
with creditors before bankruptcy gained approval Thursday from the
state Assembly, but opponents claim the measure favors unions over
cities that are already using the prebankruptcy process, like
Stockton and Mammoth Lakes, Calif.

According to Law360, the full Assembly voted 42-24 to pass A.B.
1692 that would mandate that local governments take part in an
alternative dispute resolution instead of a neutral evaluation
before filing for a municipal bankruptcy.

Republicans argued that the pre-bankruptcy procedure, which is
already in use by Stockton and Mammoth Lakes, Calif., should be
given a chance to work.

A.B. 1692, authored by Assemblyman Bob Wieckowski, D-Fremont, that
mandates cities to enter into an alternative dispute resolution
instead of a neutral evaluation before seeking municipal
bankruptcy protection, according to Law360.


* Andrew Lederman Heads JSBarkats' NY Bankruptcy Practice
---------------------------------------------------------
JSBarkats, PLLC disclosed the addition of Andrew P. Lederman,
Esq., to its New York office as the Chair of its Bankruptcy and
Creditors' Rights department.

Mr. Lederman brings over 25 years of experience in representing
both publicly and privately held chapter 11 debtors, secured and
unsecured creditors, creditors' committees, as well as investors
in distressed assets and other parties-in-interest in corporate
insolvency matters, out-of-court restructurings, bankruptcy and
related proceedings.  Mr. Lederman has represented parties in a
diverse range of industries, including, but not limited to,
manufacturing, health care, communications, real estate,
securities, and retail and consumer products.

During the course of his career, Mr. Lederman has been involved in
numerous high profile engagements such as Unsecured Creditors'
Committee Counsel of Federal Mogul Corporation, Equity Committee
Counsel of At Home Corp., Debtors' Counsel to Butler Services,
Inc., Futurelink Corp., Haven Eldercare LLC, and Plan B
Communications. Inc., Counsel to the asset purchaser in eLink
Communications, Inc., Counsel to the Indenture Trustee in
Convergent Communications, Inc., and Counsel to the Bank Group in
Sunbridge Capital, Inc.

JSBarkats continues to expand its representation in the business
world, with strong emphasize in the securities, real estate, life
sciences and health care sectors. Mr. Barkats said that "...
having a strong bankruptcy group under the lead of Mr. Lederman
will significantly enhance the firm's value to our clients and
contribute immeasurably to the firm's goal of delivering competent
legal services and an efficient, cost-effective global legal
strategy."

"The firm is excited to have Andrew join the team. Andrew's
experience will allow clients to better prepare themselves to some
needed restructuring and allow to understand that bankruptcy is
not a bad word but part of a broader strategy nowadays," said Alan
Rubenstein, a partner heading the Tax department in the New York
offices of JSBarkats.

                        About JSBarkats

JSBarkats PLLC is a full service law firm with offices in New York
City, Boca Raton, Florida and Montgomery, Alabama and with
multiple affiliated offices worldwide. T he firm provides
experienced, efficient, and cost-effective legal services to
institutional and well as small and mid-sized corporate clients
and individuals.  In addition to its bankruptcy and creditors'
rights practice, JSBarkats, provides legal services in the
following areas: corporate, securities, immigration, intellectual
property, litigation, real estate, crowd funding, start-ups; tax
and trust and estates and specializes in Life Sciences/Biotech.


* Irell & Manella's H. Steinberg Moves to Greenberg Traurig
-----------------------------------------------------------
Howard Steinberg has joined the international law firm Greenberg
Traurig, LLP in the Los Angeles office as a shareholder in the
Business Reorganization & Financial Restructurings practice.
Steinberg joins from Irell & Manella LLP where he was a partner.
He will be collaborating with bankruptcy and financial
restructuring attorneys in the firm's Los Angeles office, as well
as attorneys throughout the firm.

Mr. Steinberg focuses his practice on representing debtors,
creditors' committees, trustees, secured and unsecured creditors,
and purchasers of assets in major cases involving public and
private companies throughout the U.S. He also has broad experience
in out-of-court workouts and has served as lead counsel in
numerous bankruptcy court trials.

"Howard's experience in leading high-stakes bankruptcy and
litigation proceedings significantly enhances the range of
capabilities that we can offer clients, both in California and
globally," said Matt Gorson, President of Greenberg Traurig.
"Whether Howard's work is inside or outside the courtroom, he's
known as a trusted advisor, both for clients who are seeking out-
of-court workouts or those who have 'bet-the-company' litigation.
We are delighted to welcome Howard to the firm."

Mr. Steinberg and his team were recently the recipients of the
2012 International Financial Law Review Deal of the Year Award for
their representation of RIM in connection with a $4.5 billion
patent portfolio purchase in the Nortel bankruptcy. Steinberg is
also the author of a three-volume treatise titled "Bankruptcy
Litigation."

A frequent lecturer and author on bankruptcy issues, Steinberg
served as chair of the California Bankruptcy Litigation
Conference.  In addition, he has been a panelist at events hosted
by the Business Law Section of the American Bar Association, the
Business Law Section of the State Bar of California, the Norton
Institute, the Association of Insolvency and Restructuring
Advisors, Financial Lawyers Conference, Construction Litigation
Superconference, Thompson-West Publishing, National Business
Institute, Inc. and the Los Angeles Bar Association.

Mr. Steinberg is a member of the Los Angeles County Bar
Association, Commercial Law and Bankruptcy Sections and a member
of the Bankruptcy Committee. He is also a member of the Board of
the Western Center on Law and Poverty. He served for 10 years as a
contributing editor to the CEB Civil Litigation Reporter. He
received his J.D. from the Boston College Law School and his B.A.,
magna cum laude, from the University of Massachusetts.

Greenberg Traurig's Business Reorganization and Financial
Restructuring practice includes more than 80 lawyers who have
wide-ranging experience handling highly complex issues that arise
in reorganizations, restructurings, workouts, liquidations and
distressed acquisitions and sales as well as cross-border
proceedings. A portion of the group is focused on high stakes
bankruptcy litigation. Steinberg will bring an additional depth of
experience to that group of highly-sophisticated litigators.


* Bryant Burgher Partners File $1MM Suit Over Soured Partnership
----------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that two name partners
at New York-based corporate boutique Bryant Burgher Jaffe LLP sued
the third for $1 million on Monday, with Gopal Burgher and Scott
Jaffe accusing Seth Bryant of undercutting Jaffe's bankruptcy
practice at the firm and expelling Burgher from the executive
committee.

In a complaint filed in New York state court, Law360 relates, the
partners claimed that Mr. Bryant violated their partnership
agreement and undermined Jaffe's nonadversarial bankruptcy
business for the firm by insisting that his business would create
a firm conflict of interest.


* Stutman Bankruptcy Expert J. Krause Joins Gibson Dunn
-------------------------------------------------------
Gibson, Dunn & Crutcher LLP announced on May 23, 2012, that
Jeffrey Krause has joined the firm's Los Angeles office.
Previously at Stutman, Treister & Glatt, he will join the Business
Restructuring and Reorganization Practice as a partner.

"Jeff has a fantastic reputation as a smart and creative
bankruptcy and restructuring lawyer with deep experience across
the spectrum ? representing debtors, creditors, distressed
companies and purchasers of distressed debt and assets," said Ken
Doran, Chairman and Managing Partner of Gibson Dunn.  "We have
been looking to expand our bankruptcy team, and Jeff is an
experienced and highly regarded restructuring lawyer who will
enhance the depth of our national group."

"We are delighted that Jeff is joining the firm," said Karen
Bertero, Co-Partner in Charge of the Los Angeles office.  "Jeff is
a respected veteran of the bankruptcy bar, and his practice, well-
balanced with both debtor and creditor work, is a strong fit for
the firm's practice."

"We've known Jeff and worked opposite and with him for many years
and have always been impressed with his talent," said Craig
Millet, Co-Chair of the Business Restructuring and Reorganization
Practice.  "He is well recognized in the restructuring arena, and
we are very excited to have him join our Business Restructuring
Practice Group."

"I am excited to be joining Gibson Dunn and look forward to
working with my new colleagues," said Krause.  "The firm's stellar
reputation in the bankruptcy area and all of its major practice
areas will assist me in continuing to serve my clients and take
advantage of new business opportunities."

                       About Jeffrey Krause

Krause has a broad corporate restructuring practice.  He has
handled significant debtor and creditor committee representations,
as well as representations of examiners appointed in bankruptcy
cases, and secured and unsecured creditors.  He is a fellow of the
American College of Bankruptcy.

His recent matters include representation of the official
committee of unsecured creditors in In Re Azabu, representation of
Ranch Capital and the investment vehicle it formed to fund the
successful plan of reorganization for Hawaiian Airlines, and
representation of debtor Falcon Industries in its Chapter 11
reorganization.  He is currently representing debtor R.E. Loans in
its pending chapter 11 case and debtor Pacific Monarch Resorts,
Inc. in its pending Chapter 11 case.

Krause received his law degree in 1980 from the University of
California ? Los Angeles, where he served on the UCLA Law Review
and was admitted to the Order of the Coif.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------


                                            Total
                                           Share-      Total
                                 Total   Holders'    Working
                                Assets     Equity    Capital
  Company          Ticker         ($MM)      ($MM)      ($MM)
  -------          ------       ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN        127.2       (3.2)      14.0
ACCO BRANDS CORP   ACCO US     1,044.9      (68.3)     311.8
AMC NETWORKS-A     AMCX US     2,125.8   (1,004.9)     506.4
AMER AXLE & MFG    AXL US      2,502.3     (376.4)     264.6
AMER RESTAUR-LP    ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO   ASCA US     2,026.3      (45.8)     (13.5)
ARRAY BIOPHARMA    ARRY US       120.0      (78.8)      28.4
ATLATSA RESOURCE   ATL SJ        920.8     (233.7)      20.0
AUTOZONE INC       AZO US      6,148.9   (1,416.8)    (623.1)
BAZAARVOICE INC    BV US          46.8      (15.4)     (18.2)
BOSTON PIZZA R-U   BPF-U CN      166.1      (91.7)      (1.5)
CABLEVISION SY-A   CVC US      7,088.5   (5,609.6)    (218.0)
CAPMARK FINANCIA   CPMK US    20,085.1     (933.1)       -
CARMIKE CINEMAS    CKEC US       420.8       (1.9)     (26.1)
CC MEDIA-A         CCMO US    16,489.3   (7,802.6)   1,550.1
CENTENNIAL COMM    CYCL US     1,480.9     (925.9)     (52.1)
CHENIERE ENERGY    CQP US      1,762.3     (574.9)      31.7
CHOICE HOTELS      CHH US        443.2      (26.2)       2.1
CIENA CORP         CIEN US     1,918.3      (21.1)     918.6
CINCINNATI BELL    CBB US      2,657.9     (701.3)     (42.6)
CLOROX CO          CLX US      4,386.0     (106.0)    (689.0)
CROWN HOLDINGS I   CCK US      7,178.0      (82.0)     731.0
DEAN FOODS CO      DF US       5,758.6      (52.7)     296.0
DELTA AIR LI       DAL US     44,189.0   (1,011.0)  (5,347.0)
DENNY'S CORP       DENN US       336.2       (2.6)     (16.3)
DIRECTV-A          DTV US     21,912.0   (3,377.0)   1,210.0
DISH NETWORK-A     DISH US    12,409.5      (55.6)     778.4
DISH NETWORK-A     EOT GR     12,409.5      (55.6)     778.4
DOMINO'S PIZZA     DPZ US        601.3   (1,365.7)      58.8
DUN & BRADSTREET   DNB US      1,903.8     (628.3)    (261.0)
EDGEN GROUP INC    EDG US        555.6     (154.7)     267.4
FIESTA RESTAURAN   FRGI US       364.8       (3.2)      (9.0)
FIFTH & PACIFIC    FNP US        796.8     (161.9)       9.7
FREESCALE SEMICO   FSL US      3,371.0   (4,472.0)   1,444.0
GENCORP INC        GY US         931.2     (189.7)     108.9
GLG PARTNERS INC   GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC   GRZ CN         78.3      (25.8)      56.9
GOLD RESERVE INC   GRZ US         78.3      (25.8)      56.9
GRAHAM PACKAGING   GRM US      2,947.5     (520.8)     298.5
HCA HOLDINGS INC   HCA US     27,139.0   (7,324.0)   1,667.0
HUGHES TELEMATIC   HUTC US        94.0     (111.8)     (39.0)
HUGHES TELEMATIC   HUTCU US       94.0     (111.8)     (39.0)
INCYTE CORP        INCY US       293.6     (248.9)     133.9
IPCS INC           IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU   JE CN       1,644.4     (394.5)    (338.4)
JUST ENERGY GROU   JE US       1,644.4     (394.5)    (338.4)
LIVEWIRE ERGOGEN   LVVV US         0.1       (0.7)      (0.7)
LORILLARD INC      LO US       3,351.0   (1,666.0)     919.0
MARRIOTT INTL-A    MAR US      6,171.0     (848.0)  (1,442.0)
MEAD JOHNSON       MJN US      2,866.7      (28.5)     635.2
MERITOR INC        MTOR US     2,565.0     (945.0)     193.0
MERRIMACK PHARMA   MACK US        64.4      (43.6)      21.0
MONEYGRAM INTERN   MGI US      5,136.2      (92.5)     (16.2)
NATIONAL CINEMED   NCMI US       788.5     (347.4)     102.6
NAVISTAR INTL      NAV US     11,503.0     (190.0)   2,238.0
NEXSTAR BROADC-A   NXST US       578.2     (179.9)      34.5
NOVADAQ TECHNOLO   NDQ CN         23.5       (3.9)       7.5
NPS PHARM INC      NPSP US       183.3      (54.4)     130.0
NYMOX PHARMACEUT   NYMX US         6.4       (5.2)       2.9
ODYSSEY MARINE     OMEX US        21.9      (14.2)     (13.9)
OMEROS CORP        OMER US        21.1      (12.7)       1.0
ORGANOVO HOLDING   ONVO US         0.0       (0.1)      (0.1)
PALM INC           PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN   PDLI US       235.0     (243.8)      56.6
PEER REVIEW MEDI   PRVW US         1.4       (3.4)      (3.8)
PLAYBOY ENTERP-A   PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC       PRM US        208.0      (91.7)       3.6
PROOFPOINT INC     PFPT US        64.7      (29.1)     (33.7)
PROTECTION ONE     PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US       330.8      (67.6)      54.5
REGAL ENTERTAI-A   RGC US      2,307.0     (552.6)      46.5
RENAISSANCE LEA    RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A       REV US      1,156.7     (679.6)     184.9
REXNORD CORP       RXN US      3,290.9      (80.8)     551.0
RURAL/METRO CORP   RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US      1,789.9      (69.2)     478.8
SINCLAIR BROAD-A   SBGI US     1,771.2      (87.2)       3.9
SPLUNK INC         SPLK US        82.2       (0.7)       1.1
TAUBMAN CENTERS    TCO US      3,096.4     (275.8)       -
THRESHOLD PHARMA   THLD US        89.7      (77.4)      72.8
UNISYS CORP        UIS US      2,455.6   (1,240.4)     430.5
VECTOR GROUP LTD   VGR US        886.1     (132.7)     145.6
VERISIGN INC       VRSN US     1,882.8      (71.3)     831.1
VERISK ANALYTI-A   VRSK US     1,892.0      (10.3)    (147.7)
VIRGIN MOBILE-A    VM US         307.4     (244.2)    (138.3)
WEIGHT WATCHERS    WTW US      1,176.1   (1,856.8)  (1,057.9)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Denise
Marie Varquez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***