TCR_Public/120608.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 8, 2012, Vol. 16, No. 158

                            Headlines

30DC INC: Magazine Platform MagCast Begins Trial Run
3PEA INTERNATIONAL: Settles $1.6 Million Debt of Two Creditors
6830 ROUTE: Case Summary & 11 Largest Unsecured Creditors
AEROGROW INTERNATIONAL: Issues 162.4MM Common Shares for $1.5MM
AGR PETROLEUM: Case Summary & 7 Largest Unsecured Creditors

ALASKA COMMUNICATIONS: S&P Affirms 'B+' Corporate Credit Rating
ALLIANT TECHSYSTEMS: S&P Affirms 'BB' Corporate Credit Rating
AMSCAN HOLDINGS: Thomas Lee Buys Majority Stake in Party City
ANCHOR BANCORP: Incurs $36.7 Million Net Loss in Fiscal 2012
ANJALI MOTEL: Case Summary & 15 Largest Unsecured Creditors

BAKERSFIELD GROVE: Receiver Has Interim Access to Cash Collateral
BEAR STEARNS: Former Execs Settle Shareholder Suit for $275MM
BERNARD L. MADOFF: Trustee Launches $800 Million in Clawback Suits
BICENT HOLDINGS: U.S. Trustee Balks at Schedules Filing Extension
BONDS.COM GROUP: Awards 40.6MM Common Shares Options to E&Os

BOOZ ALLEN: Moody's Upgrades Corp Family Rating to 'Ba2'
BROWNIE'S MARINE: Issues 6.9MM Common Shares to R. Carmichael
CAMBRIDGE HEART: Amends 65.1 Million Shares Offering Prospectus
CELL THERAPEUTICS: Socius CG Receives 20,000 Preferred Shares
CELL THERAPEUTICS: Socius CG Discloses 9.9% Equity Stake

CELL THERAPEUTICS: Completes Acquisition of Pacritinib
CENTURION PROPERTIES: Court Denies Cash Use for Sigma Expenses
CHEF WOO: Chapter 15 Case Summary
CHRIST HOSPITAL: Hearing on Exclusivity Extension Set for June 18
CIRCUS AND ELDORADO: Taps Milbank Tweed as Bankruptcy Counsel

CIRCUS AND ELDORADO: S&P Withdraws 'D' Issuer Credit Rating
CLEAR CREEK RANCH: Exclusivity Period Extended Through Aug. 15
COLUMBIA LAKES: Voluntary Chapter 11 Case Summary
COMMUNITY FIRST: Horne Replaces Crowe as Accountants
CPI CORP: Incurs $56.8 Million Net Loss in Fiscal 2012

DBSI INC: Hirschler Seeks Dismissal of Ponzi Scheme Suit
DESERT INN: Blair House Suites Files to Stop Tax Foreclosure
DEWEY & LEBOEUF: Banks Object to Cash Collateral Bid
DIALOGIC INC: Alex Guira Resigns from Board of Directors
DIVERSIFIED MACHINE: Moody's Cuts CFR/PDR to 'B3'; Outlook Neg.

DOUBLE W FARMS: Files for Chapter 11 in Fort Worth
DUNE ENERGY: Seven Directors Elected at Annual Meeting
E-DEBIT GLOBAL: Board Authorizes Holders to Covert Common Shares
EMISPHERE TECHNOLOGIES: MHR Extends Maturity of Notes to Sept. 26
EMISPHERE TECHNOLOGIES: Two Directors Elected at Annual Meeting

EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 47.5% Equity Stake
ENERGY CONVERSION: Committee Wants to File Alternative Plan
ENERGY FUTURE: B. Freiman Replaces F. Goltz as Director
eRESEARCH TECHNOLOGY: Moody's Assigns B2 CFR/PDR; Outlook Stable
eRESEARCH TECHNOLOGY: S&P Rates Corp. Credit 'B'; Outlook Positive

EVERGREEN SOLAR: Confirmation Hearing Scheduled for July 6
FANNIE MAE: Timothy Mayopoulos Named President and CEO
FIFTH & PACIFIC: Moody's Affirms B2 CFR/PDR, Rates Sr. Notes B2
FIORANO VENTURES: Case Summary & 11 Largest Unsecured Creditors
FREEZE LLC: Period to Remove Actions Extended to Oct. 29

FRIENDLY ICE CREAM: Wins Confirmation of Liquidating Plan
GENERAC POWER: S&P Lowers CCR to 'B+' on Aggressive Finc'l. Risk
GENOIL INC: Incurs C$416,000 Net Loss in First Quarter
GRANITE DELLS: Gets OK to Use Arizona ECO's Cash Collateral
GRAY TELEVISION: 10 Directors Elected at Annual Meeting

HANDY & HARMAN: S&P Withdraws 'B' Corp. Credit Rating at Request
HARPER BRUSH: Access to UMB & IDEA Cash Collateral Expires June 14
HARPER BRUSH: Sec. 341 Creditors' Meeting Set for July 2
HEMCON MEDICAL: Names Barry Starkman as Chief Executive
HENRY CO: S&P Affirms 'B' Corporate Credit Rating; Outlook Stable

HERCULES OFFSHORE: Hercules 185 Rig Suffers Extensive Damage
HMK MATTRESS: S&P Gives 'B-' Corp. Credit Rating; Outlook Stable
HO'OULU LLC: Case Summary & Largest Unsecured Creditor
HP COMMUNITIES: S&P Raises Rating on Series 2008C From 'BB'
INTELLICELL BIOSCIENCES: Authorized Shares Hiked to 500 Million

IRON MOUNTAIN: Moody's Affirms 'Ba3' CFR/PDR; Outlook Still Neg.
ISTAR FINANCIAL: Seven Directors Elected at Annual Meeting
J.C. PENNEY: Fitch Keeps 'BB+' Issuer Default Rating; Outlook Neg
J&J REAL ESTATE: Case Summary & 6 Largest Unsecured Creditors
KIWIBOX.COM INC: Amends 2011 Annual Report

KLN STEEL: Mcdermott Will OK'd to Aid in Govt. Deal Bid Protest
LIGHTSQUARED INC: Lenders Set Down Terms for Cash Use
LIQUIDMETAL TECHNOLOGIES: Adds Visser as Contract Manufacturer
LP&D INC: Case Summary & 20 Largest Unsecured Creditors
LPATH INC: Signs Consulting Agreement with Roger Sabbadini

LSP ENERGY: Taps PA Consulting as Energy Expert Advisor
MAGNA CARD: Case Summary & 20 Largest Unsecured Creditors
MARKET STREET: Landowner Sets July 13 Plan Confirmation
MARKETING WORLDWIDE: Enters Into Exchange Pact with Investors
MBI ENERGY: Moody's Withdraws 'B3' Corporate Family Rating

MCLD AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
MEDIA GENERAL: Warren Buffett Holds 16.9% of Class A Shares
MOMENTIVE SPECIALTY: Registers $134 Million Sr. Secured Notes
NCI BUILDING: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
NORTHERN BERKSHIRE: Emerges From Chapter 11 Bankruptcy

OPTIMUMBANK HOLDINGS: Amends 13.5 Million Common Shares Offering
PEGASUS RURAL: Xanadoo Units Still Negotiating Plan With Lender
PENINSULA HOSPITAL: Trustee Has Access to Cash Until July 31
PF CHANG: S&P Assigns 'B' Prelim. Corporate Credit Rating
PINNACLE AIRLINES: Court Approves Amended CIT Bank Credit Deal

PINNACLE AIRLINES: Deal Resolving Standard Aero's Objection OK'd
QUALITY DISTRIBUTION: Completes Acquisition of Wylie Bice
REDDY ICE: FTI Consulting Approved as Financial Advisors
REDDY ICE: Jefferies and Company Approved as Investment Banker
RESIDENTIAL CAPITAL: Committee Wins OK to Probe Ally Deals

ROOMSTORE INC: Weighs on Options; May Sell Remaining Stores
SAAB CARS: Sells Parts to Swedish Parent
SABINE PASS: Moody's Assigns 'Ba3' Rating to First Lien Term Loan
SALON MEDIA: CEO and CFO Resign; C. Jeffers Named New CEO
SANITARY AND IMPROVEMENT: Case Summary & 24 Top Unsec. Creditors

SOLAR MILLENNIUM: Chapter 15 Case Summary
SOLO CUP: S&P Affirms 'B-' Corporate Credit Rating; Off Watch
STOCKTON PUBLIC: Fitch Lowers Rating on 4 Bond Classes to Low-B
SXP ANALYTICS: Agrees to Dismiss Chapter 11 Bankruptcy Case
TAS PROPERTIES: Sale Hearing Moved to July 5

TAYLOR BEAN: Sovereign Sues Stradley Ronon Over Losses
TCO FUNDING: Moody's Withdraws 'Caa2' CFR After Debt Repayment
TECHNEST HOLDINGS: Henry Sargent Resigns as Director
TEN SAINTS: Wants Control of Case Through July 8
TOPS HOLDING: Reports $651,000 Net Income in April 21 Quarter

TRANS NATIONAL COMMS: Wants More Time to Seek Plan Votes
TRIDENT MICROSYSTEMS: Fenwick & West OK'd as Panel's Tax Counsel
TYSON FOODS: Moody's Reviews 'Ba2' Sr. Unsec. Rating for Upgrade
TYSON FOODS: S&P Gives 'BB+' Prelim Senior Unsecured Debt Rating
UNIGENE LABORATORIES: To Eliminate $22.4 Million Founders' Debt

UNITED RETAIL: Has Until June 14 to Propose Reorganization Plan
US FIDELIS: Sets July 16 Hearing for Confirmation of Plan
VALEANT PHARMACEUTICALS: S&P Keeps 'BB' Corporate Credit Rating
VELO HOLDINGS: Gets OK to Auction Neverblue Communications Assets
VELO HOLDINGS: Alan M. Jacobs OK'd as Chief Restructuring Officer

VELO HOLDINGS: Alvarez & Marsal OK'd as Restructuring Advisor
VELO HOLDINGS: Committee Can Retain Carl Marx as Financial Advisor
VELO HOLDINGS: Court Approves Cooley LLP as Committee Counsel
VELO HOLDINGS: Court Approves $2.875-Mil. Incentive-Bonus Plan
VISUALANT INC: SPP Invests US$2.2MM in Exchange for 17.3MM Shares

WASHINGTON LOOP: Wells Fargo Has Green Light to Recover Equipment
WATERSONG APARTMENTS: Court Dismisses Chapter 11 Case
WESTBURY COMMUNITY: Houston Hospital to be Run by Trustee
WJO INC: Cash Collateral Hearing Continued Until June 13
WJO INC: Plan Outline Hearing Continued Until June 13

WJO INC: Rebuffs Tristate Capital's Plea for Chapter 11 Trustee
XLIT LTD: Fitch Affirms Rating on $1-Bil. Series E Notes 'BB+'

* Moody's Says Healthcare Law Ruling Has Three Likely Outcomes

* BOOK REVIEW: The Health Care Marketplace

                            *********

30DC INC: Magazine Platform MagCast Begins Trial Run
----------------------------------------------------
30 DC, Inc., announced the design and trial run of a new magazine
publishing platform, MagCast, designed to revolutionize the
magazine publishing industry using Apple's marketplace for digital
media subscriptions, Newsstand a standard feature of Apple's
latest mobile operating system iOS 5 for iPad, iPhone, and iPod
touch.  MagCast offers an apps development and maintenance tool
for any publisher, large or small, who wants to publish  digital
content on a single issue or subscription basis.

MagCast utilizes Newsstand as the customer interface which
provides electronic distribution and collects revenue as well as
customer contact information.  Apple requires customers to
authorize release of their contact information 93% of whom
authorized during the MagCast platform test.

Since its launch last fall,  Newsstand has resulted in a surge of
magazine and newspaper app downloads and subscriptions but has
predominantly been used by large well-known publications capable
of absorbing the significant expense associated with custom mobile
application  development and maintenance.  MagCast is intended to
offer a cost-effective digital publishing solution and the
interactive ability of the digital magazine format to the  masses,
including small and niche publications.

Newsstand's centralized distribution and customer-friendly
interface is changing the publication industry in the same way
that iTunes changed the music industry.  MagCast's design provides
a roadmap and tools for content creators worldwide to generate
magazine apps which may utilize Newsstand's power to access a
large database of potential customers.

During the MagCast trial run for DM Magazine, 93% of users agreed
to let Apple pass on their subscription information, which
management believes validates the Magcast  platform  approach  to
reaching an interested audience, potential customers, and allaying
fears that Newsstand users would not wish to share data
with publishers.

When asked why users were so willing to submit their personal
contact information, 30DC CEO Edward Dale replied, "Most of the
content providers using Newsstand at the moment are traditional
publishers accustomed to the 1-issue-per-30-day model; but it
doesn't have to be like that.  MagCast enables publishers to
create interactive and customized  content in a timelier  manner,
which is far more suited to the digital medium of web-based
reading.  We believe customers are happy to pass their
information on to receive updates from publishers of rich,
awesome, niche content that cater to their specific areas of
interest."

MagCast is a collaboration of 30DC and Netbloo Media Ltd., who
jointly developed the concept and design of the platform. MagCast
is scheduled for full release in early June 2012.

                          About 30DC Inc.

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

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

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

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

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


3PEA INTERNATIONAL: Settles $1.6 Million Debt of Two Creditors
--------------------------------------------------------------
The 3Pea International, Inc., entered into an Omnibus Settlement
and Release Agreement with two creditors, under which the Company
agreed to issue 3,335,500 shares of common stock and 3,335,500
Class A Warrants in full settlement and satisfaction of
indebtedness to the creditors in the aggregate amount of
$1,667,750.  Each Class A Warrant entitles the holder to purchase
one share of common stock of the Company at a price of $0.50 per
share at any time on or before May 31, 2015.

                      About 3Pea International

Henderson, Nev.-based 3Pea International, Inc., is a transaction-
based solutions provider.  3PEA through its wholly owned
subsidiary 3PEA Technologies, Inc., focuses on delivering reliable
and secure payment solutions to help healthcare companies,
pharmaceutical companies and payers businesses succeed in an
increasingly complex marketplace.

The Company's balance sheet at Dec. 31, 2011, showed $7.09 million
in total assets, $10 million in total liabilities, and a
$2.91 million total stockholders' deficit.

In after auditing the financial statements for year ended Dec. 31,
2011, Sarna & Company, in Thousand Oaks, California, noted that
the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going
concern.


6830 ROUTE: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 6830 Route 9 Group, LLC
        c/o Trop Manager, LLC
        Attn: Dov "David" Trop
        811 Woodland Drive
        Lakewood, NJ 08701

Bankruptcy Case No.: 12-24532

Chapter 11 Petition Date: June 5, 2012

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

Judge: Michael B. Kaplan

Debtor's Counsel: Gregory S. Kinoian, Esq.
                  OKIN, HOLLANDER & DELUCA, LLP
                  One Parker Plaza
                  Fort Lee, NJ 07024
                  Tel: (201) 947-7500
                  Fax: (201) 947-2663
                  E-mail: gkinoian@ohdlaw.com

Scheduled Assets: $0

Scheduled Liabilities: $9,210,340

A copy of the Company's list of its 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/njb12-24532.pdf

The petition was signed by Dov "David" Trop, managing member of
Trop Manager, LLC, Debtor's managing member.


AEROGROW INTERNATIONAL: Issues 162.4MM Common Shares for $1.5MM
---------------------------------------------------------------
AeroGrow International, Inc., announced on May 8, 2012, that it
would temporarily reduce the exercise price on all outstanding
warrants to purchase its common stock to $0.01 per common share,
between May 10, 2012, and May 31, 2012.  In the aggregate, 113
holders exercised warrants during the Temporary Exercise Period;
and the Company issued 162,445,880 shares of common stock, and
received gross proceeds of $1,588,942 comprised of cash of
$1,219,948 and $369,034 from the conversion of existing
obligations of the Company into equity.

During the Temporary Exercise Period, 94,222,336 Warrants were
exercised and the Company issued 94,222,336 shares of common stock
against the exercise of these Warrants.  Gross proceeds to the
Company totaled $942,223 and were comprised of cash of $726,468
and $215,755 from the conversion of existing obligations of the
Company into equity pursuant to the exercise of Warrants.  In
addition, during the Temporary Exercise Period a total of
15,373,333 Warrants were exercised that had a cashless exercise
provision allowing the holders to use the in-the-money value of
the Warrants being exercised to satisfy the full exercise cost of
the Warrants (the Cashless Warrants).  The Company issued
3,547,720 shares against the exercise of the Cashless Warrants.
No cash proceeds were received by the Company from the exercise of
the Cashless Warrants.

During the Temporary Exercise Period the Company issued 64,675,824
new Warrants to holders who acquired their Warrants with the
Company's 8% Subordinated Secured Convertible Promissory Notes and
who exercised their existing Warrants during the Temporary
Exercise Period.  The Additional Warrants had an exercise price of
$0.01 per share, and expired on May 31, 2012, if not previously
exercised.  All of the Additional Warrants issued were exercised
during the Temporary Exercise Period, and the Company received
gross proceeds of $646,758 which was comprised of cash of $493,485
and $153,279 from the conversion of existing obligations of the
Company into equity pursuant to the exercise of the Additional
Warrants.

Members of the Company's management and Board of Directors, along
with their families and affiliates, exercised a total of
24,448,004 Warrants and Additional Warrants during the Temporary
Warrant Period.  The Company issued 24,448,004 shares of common
stock to the Insiders pursuant to their Warrant and Additional
Warrant exercises and received gross proceeds of $244,480, which
was comprised of cash of $87,136 and $157,344 from the conversion
of existing obligations of the Company into equity pursuant to the
exercise of the Warrants and Additional Warrants by the Insiders.

Shares of the Company's common stock issued upon exercise of the
Warrants and Additional Warrants during the Temporary Exercise
Period were issued without registration under the Securities Act
of 1933, as amended, in reliance upon an exemption from the
registration requirements of the Securities Act set forth in Rule
506 of Regulation D thereunder.  Each Warrant holder qualified as
an "accredited investor" within the meaning of Rule 501(a) of
Regulation D.  In addition, the Warrant Shares, which were taken
for investment purposes and not for resale, were subject to
restrictions on transfer.

Proceeds from the exercise of the Warrants and Additional Warrants
will be used by the Company for general working capital.

                          About AeroGrow

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.

The Company reported a net loss of $2.71 million for the nine
months ended Dec. 31, 2011, compared with a net loss of
$5.29 million for the same period a year ago.

The Company's balance sheet at Dec. 31, 2011, showed $5.66 million
in total assets, $10.03 million in total liabilities, and a
$4.37 million total stockholders' deficit.

In its audit report for the fiscal 2011 results, the Company's
independent auditors expressed substantial doubt about the
Company's ability to continue as a going concern.  As reported in
the TCR on Aug. 30, 2011, Eide Bailly LLP, in Fargo, North Dakota,
said the Company does not currently have sufficient liquidity to
meet its anticipated working capital, debt service and other
liquidity needs in the near term.


AGR PETROLEUM: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: AGR Petroleum, L.L.C.
        P.O. Box 133
        Le Roy, IL 61752

Bankruptcy Case No.: 12-71307

Chapter 11 Petition Date: June 5, 2012

Court: United States Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: Barry M. Barash, Esq.
                  BARASH & EVERETT, LLC
                  256 S. Soangetaha Rd., Suite 108
                  Galesburg, IL 61401
                  Tel: (309) 341-6010
                  E-mail: barashb@barashlaw.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 seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ilcb12-71307.pdf

The petition was signed by Benjamin J. Gulley, managing member.


ALASKA COMMUNICATIONS: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Anchorage-based diversified
telecommunications carrier Alaska Communications Systems Group
Inc. (ACS). The outlook is negative.

"The affirmation follows ACS' announcement  of a definitive
agreement with GCI Inc. (BB-/Stable/--) to form The Alaskan
Wireless Network LLC, a joint venture that will hold and operate
both companies' wireless networks and spectrum. The joint venture
will be one-third owned by ACS and two-thirds by GCI, the managing
partner. ACS will receive an upfront cash payment of $100 million
from GCI and up to $190 million (subject to subscriber targets) in
priority cash distributions from the joint venture for the first
four years of its operations. In conjunction with this
transaction, ACS will pursue an amendment from its lenders to
replace certain collateral and amend certain provisions of its
credit agreement. The proposed joint venture is subject to
approvals from various stakeholders, including regulators,
lenders, and union employees, and the companies expect to complete
the transaction by the second quarter of 2013. Our ratings assume
the companies complete the transaction without substantial changes
to the terms and timeline announced," S&P said.

"We are affirming the ratings given the stability we believe this
transaction brings to ACS' future cash flows and our expectation
that ACS will be able to reduce leverage with initial cash
proceeds from GCI and future cash distributions from the joint
venture," said Standard & Poor's credit analyst Ketul Gondha. "In
our view, these positives will help ACS better withstand Verizon's
impending entry into the Alaskan market, which we believe will
lead to lower roaming revenue, increased pricing pressure, and
subscriber losses. In addition to the $100 million from GCI, we
expect ACS to receive no less than $168 million over four years
($190 million less the maximum amount of distribution reductions
for misses in subscriber targets), given our view that the joint
venture will generate free operating cash flow (FOCF) materially
above the level of required priority distributions to ACS,
resulting in sufficient cushion should wireless business
conditions deteriorate further. In addition to competitive
pressures, these distributions also help insulate ACS from the
substantial declines we expect to occur in USF (Universal Service
Fund) revenues over the next few years."

"The negative outlook reflects the substantial business pressures
facing ACS, including competitive disadvantages in its wireline
and wireless businesses," added Mr. Gondha, "such as a smaller
market position, meaningful customer attrition, and a historically
limited product selection. To counteract these pressures, in
addition to the proposed joint venture, ACS has launched the
iPhone, will be deploying fourth-generation (4G) services based on
the Long-Term Evolution (LTE) standard, and is beginning a push to
increase wireline market share, particularly through growth in
data services to consumers and small-to-midsized businesses.
Execution risks remain high, in our view, and we will monitor ACS'
progress on the proposed joint venture and its various other
strategic initiatives to ascertain the company's ability to reduce
debt ahead of its 2015 and 2016 debt maturities and the end of the
priority distribution period in 2017 (when distributions from the
joint venture become variable and ACS receives an approximately
31% share of cash distributions, based on its one-third ownership
stake less a management fee to GCI)," S&P said.

"The outlook is negative and reflects our expectation that
competitive pressures and regulatory changes could meaningfully
affect ACS' financial performance over the next few years. If the
ACS' strategic initiatives are effective and the company's longer
term prospects are clarified over the next year, we could revise
the outlook to stable. This would include the implementation of
the joint venture as proposed, revenue stability in the wireline
segment, and an expectation of improving FOCF such that the
company can sustainably reduce debt," S&P said.

"On the other hand, we could lower the ratings if business
pressures diminish ACS' FOCF prospects and its ability to reduce
leverage despite the entry into the joint venture. This could
occur from poor performance, leading wireline EBITDA margins to
decline from 29% (for fiscal 2011) to the lower-20% area with no
prospects for improvement. We could also downgrade the company if
it cannot consummate the proposed transaction and receive
stakeholder approvals under terms that are supportive of credit
quality," S&P said.


ALLIANT TECHSYSTEMS: S&P Affirms 'BB' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Alliant
Techsystems Inc. (ATK), including the 'BB' corporate credit
rating. "At the same time, we revised the long-term rating outlook
to negative from stable," S&P said.

"The outlook revision reflects our concern that deteriorating
revenues and margins would hurt credit metrics," said Standard &
Poor's credit analyst Sol Samson.

"ATK has lost some of its government program contracts, and in our
base case, its revenues will fall more than 15% this year (fiscal
2013, which ends March 31, 2013). In addition, required funding to
address large pension and other postretirement deficits will rise
and further diminish cash from operations the next few years.
ATK's prospects could dim further if it loses additional programs,
most notably including operation of the Lake City Army Ammunition
Plant," S&P said.

"Moreover, given ATK's history of growth by acquisition, the
potential for debt-financed acquisitions is another uncertainty,"
Mr. Samson said. "Arguably, the reduction of ATK's revenue base
implies even greater impetus for pursuing business acquisitions,
although we do not expect any substantial acquisitions in the near
term."

"Between ATK's multiple defense and aerospace programs and its
sporting segment, the company is reasonably diversified. ATK
enjoys leading positions in its niche businesses, ammunition and
solid propulsion. However, it has some customer and program
concentration,  and losing even one program can be material, as
ATK's lost bid to continue operating the Army's Radford facility
demonstrated," S&P said.


AMSCAN HOLDINGS: Thomas Lee Buys Majority Stake in Party City
-------------------------------------------------------------
Thomas H. Lee Partners, L.P., has signed a definitive agreement
under which THL will acquire a majority stake in Party City
Holdings Inc., America's premier party supplies retailer, in a
recapitalization transaction valued at $2.69 billion.  Advent
International Corp., Berkshire Partners LLC, Weston Presidio and
company management, which currently own Party City, will continue
to hold significant minority stakes following the
recapitalization.

Amscan Holdings, Inc., is a wholly-owned subsidiary of Party City.

"Party City leads the $10 billion retail party goods industry in
terms of product selection and retail network.  We look forward to
working closely with the team at Party City to maximize its scale
and vertically integrated business model to continue to grow its
business," said Todd M. Abbrecht, a managing director at THL.

"From its founding in 1947, the company has evolved to become a
world-class company with widely recognized brands, a broad product
offering, a strong global sourcing model and a category-defining
retail concept," said Gerald C. Rittenberg, Party City's Chief
Executive Officer.  "The management team and I look forward to
welcoming THL as an investor and working with the expanded
shareholder group to position us for future growth across each of
our channels.  We are appreciative of the terrific partnership and
guidance of our existing investors in the development and
execution of our strategic plan."

Party City's decorated party supply products are available in over
40,000 retail outlets worldwide, as well as in its own retail
network of approximately 825 permanent party superstores and 400
temporary Halloween locations.  The company also sells direct to
customers through its e-commerce website, PartyCity.com.

"Party City is by far the leader in the wholesale and retail party
goods industry," said Steven J. Collins, a managing director at
Advent International.  "With the additional leadership and support
of THL, we believe the company is well-positioned to continue its
successful development."

"We are proud of Party City's achievements since our original
investment in 2004 and fortunate to have a long-standing, talented
management team," said Robert J. Small, a managing director at
Berkshire Partners.  "We believe the company is in an even better
position today and are excited to remain partners with Gerry and
his team for this next chapter of growth."

Kevin M. Hayes, a partner at Weston Presidio, said, "We believe
Party City has significant opportunities to enhance its leadership
position in the party goods industry.  We look forward to working
with the THL team and our existing partners to help Party City
pursue and achieve its growth objectives."

BofA Merrill Lynch and Moelis & Company acted as financial
advisors and Weil, Gotshal & Manges LLP acted as legal advisor to
THL. Goldman Sachs, & Co. and Deutsche Bank Securities Inc. acted
as financial advisors to Party City. Ropes & Gray acted as legal
advisor to Advent International, Berkshire Partners, Weston
Presidio and Party City.

                        About Amscan Holdings

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

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

                           *     *     *

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

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

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


ANCHOR BANCORP: Incurs $36.7 Million Net Loss in Fiscal 2012
------------------------------------------------------------
Anchor Bancorp Wisconsin Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $36.73 million on $127.25 million of total interest
income for the fiscal year ended March 31, 2012, a net loss of
$41.17 million on $166.46 million of total interest income for the
year ended March 31, 2011, and a net loss of $176.91 million on
$217.08 million of total interest income for the year ended
March 31, 2010.

The Company's balance sheet at March 31, 2012, showed $2.78
billion in total assets, $2.81 billion in total liabilities and a
$29.55 million total stockholders' deficit.

McGladrey LLP, inMadison, Wisconsin, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended March 31, 2012.  The independent auditors noted
that all of the subsidiary bank's regulatory capital amounts and
ratios are below the capital levels required by the cease and
desist order.  The subsidiary bank has also suffered recurring
losses from operations.  Failure to meet the capital requirements
exposes the Corporation to regulatory sanctions that may include
restrictions on operations and growth, mandatory asset
dispositions, and seizure of the subsidiary bank.  In addition,
the Corporation's outstanding balance under the Amended and
Restated Credit Agreement is currently in default.  These matters
raise substantial doubt about the ability of the Corporation to
continue as a going concern.

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

                        http://is.gd/z6qp77

                        About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.  The
Corporation and the Bank continue to consult with the successors
to the OTS, Federal Reserve, the the Office of the Comptroller of
the Currency and Federal Deposit Insurance Corporation on a
regular basis concerning the Corporation's and Bank's proposals to
obtain outside capital and to develop action plans that will be
acceptable to federal regulatory authorities, but there can be no
assurance that these actions will be successful, or that even if
one or more of the Corporation's and Banks proposals are accepted
by the Federal regulators, that these' proposals will be
successfully implemented.  While the Corporation's management
continues to exert maximum effort to attract new capital,
significant operating losses in fiscal 2009, 2010 and 2011,
significant levels of criticized assets and low levels of capital
raise substantial doubt as to the Corporation's ability to
continue as a going concern.  If the Corporation and Bank are
unable to achieve compliance with the requirements of the Orders,
or implement an acceptable capital restoration plan, and if the
Corporation and Bank cannot otherwise comply with those
commitments and regulations, the OCC or FDIC could force a sale,
liquidation or federal conservatorship or receivership of the
Bank.


ANJALI MOTEL: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Anjali Motel Management, Inc.
        dba Holiday Inn Express & Suites
        713 Transit Avenue
        Canton, GA 30114

Bankruptcy Case No.: 12-64351

Chapter 11 Petition Date: June 5, 2012

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

Judge: Margaret Murphy

Debtor's Counsel: Gai Lynn McCarthy, Esq.
                  KUMAR, PRABHU, PATEL & BANERJEE, LLC
                  1117 Perimeter Center West, Suite W311
                  Atlanta, GA 30338
                  Tel: (678) 443-2220
                  Fax: (678) 443-2230
                  E-mail: gmccarthy@kppblaw.com

Scheduled Assets: $2,630,264

Scheduled Liabilities: $3,861,253

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/ganb12-64351.pdf

The petition was signed by Nutanben S. Patel, secretary.


BAKERSFIELD GROVE: Receiver Has Interim Access to Cash Collateral
-----------------------------------------------------------------
Judge Erithe A. Smith of the Bankruptcy Court for the Central
District of California allowed Steven M. Speier -- in his capacity
as receiver for a rental property in Bakersfield, Calif., owned by
Bakersfield Grove Limited, LLC -- interim access to the cash
collateral of U.S. Bank, N.A., pursuant to a stipulation between
the parties.  Judge Smith also gave interim approval to the terms
of the stipulation to provide adequate protection and permit the
receiver to continue in possession of the property.

As adequate protection for the Receiver's use of Cash Collateral
and the imposition of the automatic stay:

    (i) the Bank will receive up to $80,000 in adequate protection
        payments; and

   (ii) the Bank will have a lien on and security interest in the
        rents, issues, profits, or other Cash Collateral generated
        on or after the Petition Date that would have been
        collateral under the Pre-Petition Loan Documents to secure
        the Pre-Petition Obligations.

The Bank will also have a claim of the highest administrative
priority above all administrative expenses incurred in Debtor's
Chapter 11 case.

The Debtor owns real property in Bakersfield, Calif., which has
been operated by the Debtor as a rental property and the Grove
Property produces rents which the Bank asserts constitute its cash
collateral.

Prior to the Petition Date, the Bank initiated a judicial
foreclosure action against the Debtor in the U.S. District Court
for the Central District of California.  On Dec. 16, 2011, the
District Court entered an order for the appointment of a temporary
receiver to manage the Grove Property.  Pursuant to that order,
Mr. Speier was appointed as receiver and took possession of the
Grove Property.

The Debtor, the Bank and the Receiver have entered into the
Stipulation which provides that the Receiver be excused for
immediate turnover of the Grove Property, and the income derived.
The Debtor and the Bank desire that the Receiver continue his use
of the Cash Collateral generated by the Grove Property to pay
operating expenses associated with the Grove Property and to
maintain the Grove Property and the Stipulation also provides for
the continued interim use of Cash Collateral.  The Bank is the
only known creditor asserting an interest in the Cash Collateral,
and the Bank consents to the use of the Cash Collateral by the
Receiver on the terms specified in the Stipulation.

The Debtor, the Bank and the Receiver have entered into the
stipulation regarding use of cash collateral, to provide adequate
protection and to permit receiver to continue in possession and
excuse compliance.  Pursuant to that Stipulation, the parties have
agreed that the Receiver will be excused from his turnover
obligations and will continue to operate the Grove Property.
Those operations include the Receiver continuing to collect rent
and charges from the tenants, paying the monthly expenses
associated with the Grove Property, and preparing reports to the
Bank and the Debtor.  However, the Receiver is not permitted to
sell or lease the Grove Property.

The Stipulation provides that the Receiver is permitted to exceed
a line item in the Budget by 10% on a cumulative basis without
seeking further consent from the Bank or approval from the Court.
The Receiver projects monthly income for 2012 ranging from
approximately $106,000 to $119,000.

In the event that the income from the Grove Property exceeds the
amount of the expenses in the Budget, the Receiver will use the
excess cash first to pay delinquent real property taxes associated
with the Grove Property and, second, to pay up to $80,000 per
month to the Bank as adequate protection for the use of the Bank's
cash collateral.  Any cash remaining after these payments will be
held in reserve by the Receiver.

The Bank will also receive post-petition replacement liens on any
post-petition assets that, but for the filing of the Bankruptcy
Case, would have been collateral under the terms of the
Construction Loan, and the post-petition liens will have the same
extent, validity, scope and priority as the Bank's prepetition
liens.  The post-petition replacement liens will not attach to any
assets in which the Bank did not have a lien as of the Petition
Date.  To the extent there is a post-petition decline in the value
of the Bank's collateral, the Bank will receive a super-priority
administrative claim.

Both the Debtor and the Bank reserve their rights to move to
compel the Receiver to comply with the turnover requirements.  The
Bank reserves the right to move for relief from the automatic stay
or to move for additional adequate protection and the Debtor
reserves the right to oppose these requests.  Both the Debtor and
the Bank reserve their rights to compel a higher or lower monthly
payment to the Bank for purposes of adequate protection, relief
from stay or under the terms of a plan of reorganization.  In the
event the Stipulation terminates, the Debtor reserves the right to
move for an order authorizing the use of the Bank's cash
collateral and the Bank reserves the right to oppose such a
request.  The Debtor, however, has waived the right to surcharge
the Bank or its collateral.

The final hearing on the motion is June 12, 2012, at 10:30 a.m.

                  About Bakersfield Grove Limited

Brea, California-based Bakersfield Grove Limited, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-13157) on March 12, 2012.  The Debtor, a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B), has properties
located at Panama Lane, in Bakersfield, California.

Judge Erithe A. Smith presides over the case.  Kathy Bazoian
Phelps, Esq., at Danning, Gill, Diamond & Kollitz, LLP.  The
petition was signed by Robert M. Clark, president of managing
member.


BEAR STEARNS: Former Execs Settle Shareholder Suit for $275MM
-------------------------------------------------------------
Liz Moyer, writing for Dow Jones Newswires, reports former top
executives at Bear Stearns Cos., including James E. Cayne and Alan
"Ace" Greenberg, have agreed to a $275 million settlement of a
shareholder lawsuit over the demise of the Wall Street firm four
years ago.

Dow Jones relates the deal with investors led by the State of
Michigan Retirement Systems puts to an end the last major dispute
surrounding the demise of Bear Stearns, whose near-collapse in
March 2008 marked the beginning of the worst period of the
financial crisis.

Dow Jones notes Mr. Cayne, a former CEO, and Mr. Greenberg, who
was Mr. Cayne's mentor and predecessor, and the other former top
executives named in the lawsuit won't have to pay any of the
settlement, according to people close to them.  The money, the
sources said, will come from a $9 billion fund set aside by J.P.
Morgan Chase & Co. for litigation and other expenses in 2008, when
it bought Bear Stearns in a cut-price deal blessed by the
government.

The report recounts the 2008 lawsuit had accused the executives of
misleading investors about the firm's business and financial well-
being in the run-up to the financial crisis, including losses in
the value of mortgage-backed assets on its books and the company's
risk and liquidity positions.  The lawsuit, which was filed almost
immediately after the J.P. Morgan takeover, sought to recover
losses by investors during the sharp fall in Bear Stearns's share
price between Dec. 14, 2006 and March 14, 2008.  The investors
claimed the bank misled investors over its condition during that
period.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a financial services firm
serving governments, corporations, institutions and individuals
worldwide.  The investment bank collapsed in 2008 and was sold in
a distressed sale to JPMorgan Chase in a transaction backed by the
U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On Aug. 30, 2007, the Honorable Burton R. Lifland denied the
Funds protection under Chapter 15 of the Bankruptcy Code.


BERNARD L. MADOFF: Trustee Launches $800 Million in Clawback Suits
------------------------------------------------------------------
Amanda Bransford at Bankruptcy Law360 reports that the trustee in
charge of recovering funds for victims of Bernard L. Madoff's
Ponzi scheme filed a number of clawback suits worth more than
$800 million in New York bankruptcy court Wednesday, just before a
statute of limitations expires.

                      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 HOLDINGS: U.S. Trustee Balks at Schedules Filing Extension
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing today, June 8, 2012, at 2 p.m., to consider
Bicent Holdings LLC, et al.'s request for extension of deadline to
file (i) schedules of assets and liabilities and statements of
financial affairs, and (ii) reports of financial information under
Bankruptcy Rule 2015.3.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, filed a
limited objection to the Debtor's extension motion, stating that
the schedules and statements must be filed in advance of the
June 8 hearing on the disclosure statement, as they are necessary
to determine if the Disclosure Statement contains adequate
information, and whether the information is accurate.

The U.S. Trustee noted that if the Debtors cannot file their
schedules and statements by June 7, the U.S. Trustee objects to
the Disclosure Statement hearing going forward until a reasonable
time after the schedules and statements are filed.

                         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.

The plan is supported by holders of more than two-thirds of the
first- and second-lien debt, according to the disclosure
statement.  Under the Plan, among other things: holders of
mezzanine debt owed $65.2 million are to receive nothing.
Likewise, general unsecured creditors are slated for no recovery.


BONDS.COM GROUP: Awards 40.6MM Common Shares Options to E&Os
------------------------------------------------------------
Bonds.com Group, Inc., awarded options to purchase shares of the
Company's common stock, par value $0.0001 per share to certain
current and former directors, and current officers, employees and
consultants pursuant to the Company's 2011 Equity Plan as
compensation.  These options are exercisable for an aggregate of
40,650,002 shares of common stock, including:

    (a) options to purchase 4,216,667, 3,433,334, 3,416,667,
        1,433,334 and 1,400,000 shares of common stock awarded to
        current director and Chairman Edwin L. Kentzger, III,
        former director David Bensol, former director George
        Jameson, current director Patricia Kemp and current
        director H. Eugene Lockhart for their prior service as
        directors pursuant to the Company's director compensation
        program and in lieu of cash compensation otherwise
        payable; and

    (b) options to purchase 4,500,000 and 2,500,000 shares of
        common stock to John Ryan, the Company's Chief Financial
        Officer, and David Weisberger, the Company's Chief
        Operating Officer, respectively, as incentive
        compensation.

All of the options awarded have exercise prices of $0.07 per
share, which exceeds the closing price of the Company's common
stock on the OTCQX market on the date of grant.  The options
awarded to current and former directors were fully vested on the
date of grant and the balance of the options for the others vest
quarterly over a period of four years, except that options awarded
to officers and employees who have been employed by the Company
for at least two years as of the date of grant were 25% vested on
the date of grant with the balance vesting quarterly over four
years.

On May 30, 2012, the Company adopted the Second Amendment to the
Company's 2011 Equity Plan.  Pursuant to the Equity Plan
Amendment, the number of shares of common stock available for
issuance under the Company's 2011 Equity Plan was increased from
125,000,000 to 200,000,000.

                       About Bonds.com Group

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

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

The Company reported a net loss of $14.45 million in 2011,
compared with a net loss of $12.51 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $9.62 million
in total assets, $14.85 million in total liabilities and a $5.23
million total stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011, citing recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.


BOOZ ALLEN: Moody's Upgrades Corp Family Rating to 'Ba2'
--------------------------------------------------------
Moody's Investors Service upgraded Booz Allen Hamilton Inc.'s
corporate family and probability of default ratings to Ba2 from
Ba3 based on the expectation that credit metrics over the
intermediate term should remain within a range consistent with the
Ba2 rating level. The company has recently increased shareholder-
friendly actions in the form of announcing a share buyback program
and declaring dividends, but these actions have been and are
expected to continue to be financed entirely with internal cash
flow. In addition, while uncertainty remains regarding the level
of future defense budget outlays and its resulting impact on
defense contractor revenues and margins, the company's large
funded backlog, very good liquidity profile and contract diversity
should allow for a modest degree of earnings variability at the
Ba2 rating level. According to Moody's analyst Gigi Adamo, "unlike
some of its industry peers, Booz Allen possesses a diverse mix of
federal government contracts with roughly half of revenues derived
from defense services and the remaining half split between the
intelligence and civil sectors." The speculative grade liquidity
rating remains SGL-1. The ratings outlook is stable.

The following ratings were upgraded:

Corporate family rating, to Ba2 from Ba3

Probability of default rating, to Ba2 from Ba3

$275 million revolving credit facility due 2014, to Ba1
(LGD-3, 35%), from Ba2 (LGD-3, 35%)

$500 million term loan A due 2016, to Ba1 (LGD-3, 35%),
from Ba2 (LGD-3, 35%)

$500 million term loan B due 2017, to Ba1 (LGD-3, 35%),
from Ba2 (LGD-3, 35%)

Rating unchanged:

SGL-1 Speculative Grade Liquidity

Ratings Rationale

The Ba2 corporate family rating reflects strong cash flow
generation capacity, a solid government contracting services
business position and strong credit metrics for the rating
category. However, the ratings are constrained by a lack of
clarity surrounding the company's future capital structure and
financial policies and uncertainties surrounding the magnitude of
potential cuts in government spending over the next few years. The
ratings also incorporate a degree of revenue and operating margin
volatility from order deferrals and lower defense funding outlays
related to ongoing U.S. defense budget pressures. Nonetheless, the
Ba2 rating anticipates that Booz Allen's recent improvement in
funded backlog should translate into future earnings and continued
moderate debt reduction per the company's required principal
amortization requirements. The company's strong metrics relative
to industry peers help mitigate the uncertainty surrounding the
company's future financial policies. The company has increased
shareholder-friendly activities in recent periods including
instituting a $30 million share repurchase program, commencing an
ongoing dividend of $0.09 per share ($47.5 million of annual
payments) and declaring a special dividend totaling roughly $200
million to existing shareholders.

The stable outlook reflects the expectation that given the
company's strong credit metrics and very good liquidity profile,
the Ba2 rating level should be able to tolerate a degree of
earnings and cash flow variability from any future share buybacks
or special dividends and/or potential federal defense spending
cuts. A sizable funded backlog also provides a degree of near term
revenue visibility.

Booz Allen's SGL-1 rating recognizes the company's strong free
cash flow generation, approximately $284 million of cash on its
balance sheet (proforma for $200 million special dividend to be
paid on June 29), significant availability under its revolving
credit facility, and ample covenant headroom. Free cash flow
totaled $271 million during the fiscal year ended March 31, 2012.
Moody's projects cash flow from operations over the next twelve
months to comfortably exceed capital expenditures and mandatory
amortization under the company's term loan A and term loan B.
There are no significant maturities of debt in the capital
structure until July 2014, when the undrawn revolver matures.

The ratings and/or outlook could be pressured downward if there is
evidence of a meaningful increase in shareholder-friendly
activities and/or large debt-financed acquisitions such that Booz
Allen's liquidity profile deteriorates, or adjusted debt to EBITDA
increases to a level above 4.5 times. If government funding levels
are lower than expected, if there are material contract delays, or
if free cash flow to debt weakens, the ratings could also be
lowered.

The ratings could be raised if it is expected that adjusted debt
to EBITDA will decrease to the 2.5 times range and EBITA /
interest coverage is sustained above 4.5 times. A rating upgrade
would also require expectations for continued robust free cash
flow generation and more clarity around the company's future
financial policies.

The principal methodology used in rating Booz Allen Hamilton Inc.
was the Global Aerospace and Defense Methodology, published June
2010. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Booz Allen Hamilton is a provider of management and technology
consulting services to the U.S. government in the defense,
intelligence and civil markets. Booz Allen is headquartered in
McLean, Virginia, and had revenue of approximately $5.9 billion
for the fiscal year ended March 31, 2012.


BROWNIE'S MARINE: Issues 6.9MM Common Shares to R. Carmichael
-------------------------------------------------------------
Brownie's Marine Group, Inc., issued an aggregate of 6,944,444
shares of restricted common stock in satisfaction of $83,333 bonus
payable to Robert Carmichael.  The shares were valued at $0.012
per share, which equals the closing price of the Company's common
stock on May 31, 2012, as reported on the OTCBB.  The Company
relied upon exemption provided under Section 4(2) of the
Securities Act of 1933, as amended, for the issuance of the common
stock.  The certificates representing the common stock contain
legends restricting transferability absent registration or
applicable exemption.

Furthermore, effective May 31, 2012, the Company agreed to
increase Robert Carmichael's annual salary from $50,000 per year
to $250,000 per annum for services as chief executive officer and
chief financial officer.  The incremental increase in the amount
of salary of $200,000 per year will be paid monthly, payable in
restricted shares of the Company's common stock.  Those shares
will be valued at 70% of the monthly weighted average price of the
Company's common stock as reported on the OTCBB.  The bonus and
annual salary were approved by the Company's board of directors.

                       About Brownie's Marine

Brownie's Marine Group, Inc. (OTC BB: BWMG) --
http://www.brownismarinegroup.com/-- designs, tests, manufactures
and distributes recreational hookah diving, yacht based scuba air
compressor and nitrox generation systems, and scuba and water
safety products.  BWMG sells its products both on a wholesale and
retail basis, and does so from its headquarters and manufacturing
facility in Fort Lauderdale, Florida.

The Company reported a net loss of $3.77 million in 2011, compared
with a net loss of $1.18 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.97 million
in total assets, $2.74 million in total liabilities and a $762,401
total stockholders' deficit.

After auditing the 2011 results, L.L. Bradford & Company, LLC, in
Las Vegas, Nevada, noted that the Company has a working capital
deficiency and recurring losses and will need to secure new
financing or additional capital in order to pay its obligations,
all of which raise substantial doubt about the Company's ability
to continue as a going concern.

                        Bankruptcy Warning

According to the Form 10-K for the period ended Dec. 31, 2011, if
the Company fails to raise additional funds when needed, or do not
have sufficient cash flows from sales, the Company may be required
to scale back or cease operations, liquidate its assets and
possibly seek bankruptcy protection.


CAMBRIDGE HEART: Amends 65.1 Million Shares Offering Prospectus
---------------------------------------------------------------
Cambridge Heart, Inc., filed with the U.S. Securities and Exchange
Commission an amended Form S-1 relating to resale by the selling
stockholders of up to 65,098,883 shares of the Company's common
stock, consisting of:

    (i) 30,954,536 shares of the Company's common stock currently
        issuable upon the conversion of senior secured convertible
        promissory notes that were issued in a private placement
        that the Company completed in January, February and May
        2012;

   (ii) 3,189,811 shares of the Company's common stock that may be
        issued as interest on the senior secured convertible
        promissory convertible notes issued in the 2012 private
        placement financing; and

  (iii) 30,954,536 shares of the Company's common stock currently
        issuable upon the exercise of warrants that were issued in
        the 2012 private placement financing.

The Company is not selling any shares of common stock in this
offering and, therefore, will not receive any proceeds from this
offering.  The Company will, however, receive the exercise price
of the warrants if and when these warrants are exercised by the
selling stockholders.  The Company will bear all of the expenses
and fees incurred in registering the shares offered by this
prospectus.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "CAMH."  The last reported sale price for the
Company's common stock on the OTC Bulletin Board on June 1, 2012,
was $0.069 per share.

A copy of the amendment is available for free at:

                        http://is.gd/Kv9rOp

                       About Cambridge Heart

Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the
research, development and commercialization of products for the
non-invasive diagnosis of cardiac disease.

In its report on the financial statements for the year ended Dec.
31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts,
expressed substantial doubt about Cambridge Heart's ability to
continue as a going concern.  The independent auditors noted that
of the Company's recurring losses, inability to generate positive
cash flows from operations, and liquidity uncertainties from
operations.

The Company reported a net loss of $5.40 million in 2011, compared
with a net loss of $5.17 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$2.54 million in total assets, $4.68 million in total liabilities,
$12.74 million in convertible preferred stock, and a
$14.89 million total stockholders' deficit.


CELL THERAPEUTICS: Socius CG Receives 20,000 Preferred Shares
-------------------------------------------------------------
Socius CG entered into a Securities Purchase Agreement with Cell
Therapeutics, Inc.  Under the Agreement, the Company may sell to
Socius CG shares of the Company's Series 15 Preferred Stock,
convertible into shares of its common stock, and warrants to
purchase shares of common stock upon the exercise or exchange of
those Warrants, subject to contractual limitations contained in
the Agreement and the Warrants and an aggregate 9.9% ownership
limitation for Socius CG and its affiliates as contained in the
Agreement and the Warrants.

On May 29, 2012, pursuant to the initial closing under the
Agreement, Socius CG received 20,000 shares of Preferred Stock,
which were immediately converted into 20,000,000 shares of Common
Stock, and an initial Warrant to purchase up to 13,333,332 shares
of Common Stock subject to contractual limitations.

A copy of the filing is available for free at http://is.gd/BmZXhq

                       About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
$62.36 million in 2011, compared with a net loss attributable to
CTI of $82.64 million in 2010.

The Company's balance sheet at March 31, 2012, showed $44.15
million in total assets, $18.50 million in total liabilities
$13.46 million in common stock purchase warrants, and $12.18
million in total shareholders' equity.

                     Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated March 8,
2012, expressed an unqualified opinion, with an explanatory
paragraph as to the uncertainty regarding the Company's ability to
continue as a going concern.

The Company's available cash and cash equivalents are $47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were $17.8 million as of Dec. 31, 2011.  The Company
does not expect that it will have sufficient cash to fund its
planned operations beyond the second quarter of 2012, which raises
substantial doubt about the Company's ability to continue as a
going concern.

                         Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company will
need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity securities,
substantial dilution to existing shareholders may result.  If the
Company fails to obtain additional capital when needed, it may be
required to delay, scale back, or eliminate some or all of its
research and development programs and may be forced to cease
operations, liquidate its assets and possibly seek bankruptcy
protection.


CELL THERAPEUTICS: Socius CG Discloses 9.9% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Socius CG II, Ltd., and its affiliates disclosed that,
as of May 28, 2012, they beneficially own 25,000,000 shares of
common stock of Cell Therapeutics, Inc., representing 9.9% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/BmZXhq

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
$62.36 million in 2011, compared with a net loss attributable to
CTI of $82.64 million in 2010.

The Company's balance sheet at March 31, 2012, showed $44.15
million in total assets, $18.50 million in total liabilities
$13.46 million in common stock purchase warrants, and $12.18
million in total shareholders' equity.

                     Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated March 8,
2012, expressed an unqualified opinion, with an explanatory
paragraph as to the uncertainty regarding the Company's ability to
continue as a going concern.

The Company's available cash and cash equivalents are $47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were $17.8 million as of Dec. 31, 2011.  The Company
does not expect that it will have sufficient cash to fund its
planned operations beyond the second quarter of 2012, which raises
substantial doubt about the Company's ability to continue as a
going concern.

                         Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company will
need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity securities,
substantial dilution to existing shareholders may result.  If the
Company fails to obtain additional capital when needed, it may be
required to delay, scale back, or eliminate some or all of its
research and development programs and may be forced to cease
operations, liquidate its assets and possibly seek bankruptcy
protection.


CELL THERAPEUTICS: Completes Acquisition of Pacritinib
------------------------------------------------------
Cell Therapeutics, Inc., has completed its acquisition gaining
world-wide rights to S*BIO Pte Ltd.'s pacritinib.  Pacritinib is a
highly selective oral JAK2 (Janus Associated Kinase 2) inhibitor
that demonstrated encouraging clinical activity in phase 1 and 2
clinical studies of patients with primary myelofibrosis and MF
secondary to other myeloproliferative neoplasms.  Pacritinib has
orphan drug designation in the United States and Europe for
myelofibrosis.

"We believe pacritinib addresses an unmet medical need even in the
post-ruxolitinib approval era for the treatment of patients with
MF who have low platelet counts based on the lack of treatment
emergent thrombocytopenia with pacritinib observed in phase 2
clinical trials," said James A. Bianco, M.D., Chief Executive
Officer at CTI.  "With the encouraging interest we have received
from both the medical and investment community, we are re-
prioritizing our development programs to accelerate initiation of
pacritinib phase 3 clinical studies."

"We are pleased to see continuing development of drugs for the MPN
patient community.  The acquisition of pacritinib by CTI is proof
that a robust pursuit of new treatments is ongoing for MF and
related MPN's," said Robert Rosen, Chairman of the MPN Research
Foundation.

"S*BIO continues to believe in the potential of this novel drug
candidate and looks forward to the future progress of pacritinib
development," commented Ms. Tamar Howson, S*BIO's CEO.  S*BIO is a
privately held biotechnology company focused on the research and
clinical development of novel targeted small molecule drugs for
the treatment of cancer.

Under the terms of the asset purchase agreement between CTI and
S*BIO, CTI made an upfront payment of $2 million in cash at
signing.  At closing, CTI made a final payment of $13 million in
cash, along with 15,000 unregistered shares of preferred stock
convertible into common stock of CTI.  The asset purchase
agreement also includes regulatory success- and sales-based
milestone payments, as well as single digit royalties on net
sales.  CTI will be solely responsible for development and
commercialization activities of pacritinib worldwide.

                      Compensatory Arrangements

On June 1, 2012, the Compensation Committee of the Board of
Directors of the Company approved cash incentive awards with
respect to performance milestones achieved by the Company during
the period from Jan. 1, 2012, through May 31, 2012, for each of
the Company's named executive officers in the following amounts:

  Name                                         Mid-Year 2012 Bonus
  ----                                         -------------------
James A. Bianco, M.D., CEO                         $227,500
Craig W. Philips, President                        $100,500
Louis A. Bianco, EVP, Finance Administration        $37,950
Jack W. Singer, M.D., EVP, CMO                      $85,000
Daniel G. Eramian, EVP Corp. Communications         $37,800

                       About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
$62.36 million in 2011, compared with a net loss attributable to
CTI of $82.64 million in 2010.

The Company's balance sheet at March 31, 2012, showed $44.15
million in total assets, $18.50 million in total liabilities
$13.46 million in common stock purchase warrants, and $12.18
million in total shareholders' equity.

                     Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated March 8,
2012, expressed an unqualified opinion, with an explanatory
paragraph as to the uncertainty regarding the Company's ability to
continue as a going concern.

The Company's available cash and cash equivalents are $47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were $17.8 million as of Dec. 31, 2011.  The Company
does not expect that it will have sufficient cash to fund its
planned operations beyond the second quarter of 2012, which raises
substantial doubt about the Company's ability to continue as a
going concern.

                         Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company will
need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity securities,
substantial dilution to existing shareholders may result.  If the
Company fails to obtain additional capital when needed, it may be
required to delay, scale back, or eliminate some or all of its
research and development programs and may be forced to cease
operations, liquidate its assets and possibly seek bankruptcy
protection.


CENTURION PROPERTIES: Court Denies Cash Use for Sigma Expenses
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
denied Centurion Properties III, LLC's request to use cash
collateral post-confirmation to pay administrative claim of Sigma
Management, Inc.

As reported in the Troubled Company Reporter on May 11, 2012, the
Debtor asked for authorization to use cash collateral to pay
administrative expenses by Sigma, postpetition and post-
confirmation of $132,599, and 18,737, respectively.  In addition,
the Debtor proposed to reimburse Sigma $26,219 for appraisal fees.

Sigma is the property manager for CPIII, and Sigma continues to
handle the day to day management activities for the Battelle
Property pursuant to a management agreement with CPIII.  Under the
management agreement, CPIII's tenant pays Sigma's fees and costs
for providing certain identified property management services.
However, the tenant does not pay or reimburse Sigma for any
services that fall outside the scope of the agreement.

General Electric Capital Corporation, in its objection, stated
that the motion represents a blatant money-grab by the now 100%
equity owner the reorganized CPIII.  Through the motion, Sigma
attempts to extract $175,556 (including $13,751 in accrued
interest, at 12% per annum) from GECC's cash collateral in
contravention of the Settlement Agreement between GECC, CPIII and
Sigma which was approved by the Court and formed the linchpin of
the Debtor's confirmed plan of reorganization, well as the loan
documents.

According to GECC:

   -- the settlement agreement and Plan do not allow the payments
      sought in the motion;

   -- the subordination agreement restricts all payments to Sigma
      until the debtor refinances GECC's loan; and

   -- Sigma's expenses and costs are not allowable administrative
      claims.

                    About Centurion Properties

Kennewick, Washington-based Centurion Properties III, LLC, was
established in 2006 for the sole purpose of acquiring real estate
project Battelle Leaseholds located in Richland, Washington.  Its
sole asset is its leasehold interests in the Battelle Memorial
Institute Campus and improvements, valued in excess of
$90 million.

CPIII filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Wash. Case No. 10-04024) on July 9, 2010.  John D. Munding, Esq.,
at Crumb & Munding, serves as counsel to the Company.  Dan. E.
Gorczycki of Savills LLC serves as its finance advisor.  The
Company disclosed $98.9 million in assets and $115.3 million in
liabilities.

The Debtor has filed a Chapter 11 plan that is premised upon
CPIII's ability to obtain replacement financing for its secured
debt obligations within a fixed period of time.  General unsecured
claims will be paid in full, with interest at 5% from the
Effective Date, within 26 months of the Initial Distribution Date
and after all secured claims paid in full.

The United States Trustee was unable to appoint a creditors'
committee in the case.


CHEF WOO: Chapter 15 Case Summary
---------------------------------
Chapter 15 Petitioner: Litwin Boyadjian, as trustee

Chapter 15 Debtor: Chef Woo, Inc.
                   22200 Trans Canada Highway
                   Baie D'Urfe
                   Quebec H9X 4B4
                   Canada

Chapter 15 Case No.: 12-29342

Type of Business: Chef Woo manufactures and distributes packaged
                  noodles and other Asian themed food products,
                  primarily ramen noodles.

Chapter 15 Petition Date: June 1, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Debtor?s Counsel: Martin S. Zohn, Esq.
                  PROSKAUER ROSE LLP
                  2049 Century Park East, Suite 3200
                  Los Angeles, CA 90067-3206
                  Tel: (310) 284-5648
                  Fax: (310) 557-2193
                  E-mail: mzohn@proskauer.com

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

Estimated Debts: $10,000,001 to $50 million

The Company did not file a list of creditors together with its
petition.


CHRIST HOSPITAL: Hearing on Exclusivity Extension Set for June 18
-----------------------------------------------------------------
The Bankruptcy Court will hold a hearing June 18, 2012, at 1:30
p.m. to consider the request of Christ Hospital for extension of
its exclusive periods to file and solicit acceptances of a
bankruptcy-exit plan.  Pending resolution of the request, the
Court issued a bridge order extending the Debtor's exclusive
periods through the hearing date.  Absent the extension, the
Debtor's exclusive periods were slated to expire June 5.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.

DIP lender HFG is represented in the Debtor's case by Benjamin
Mintz, Esq., at Kaye Scholer LLP and Paul R. De Filippo, Esq., at
Wollmuth Maher & Deutsch LLP.

Andrew H. Sherman, Esq., at Sills, Cummis & Gross, serves as
counsel to the Official Committee of Unsecured Creditors.  J.H.
Cohn LLP serves as financial advisor to the committee.

Suzanne Koenig of SAK Management Services, LLC, has been appointed
as patient care ombudsman.  She is represented by Greenberg
Traurig as counsel.

Hudson Hospital Holdco is represented in the case by McElroy,
Deutsch, Mulvaney & Carpenter, LLP.  Community Healthcare
Associates is represented in the case by Lowenstein Sandler PC.
Liberty Healthcare System, Inc., d/b/a Jersey City Medical Center,
which joined in CHA's bid, is represented by Duane Morris LLP.

In April 2012, the Bankruptcy Court authorized Christ Hospital to
sell its facility to Hudson Hospital Propco LLC and Hudson
Hospital Holdco LLC after a bidding and auction process.  In
consideration of the sale, transfer, conveyance and assignment of
the Assets, the Purchaser will assume liabilities; pay to Seller
cash in the amount of $29,496,000; pay the amount of $3,500,000 to
satisfy a portion of Seller's obligations to the PBGC; pay all
Transfer Taxes due in connection with the closing of the
transactions, currently estimated to be $300,000; pay the cost of
all director and officer "tail" insurance coverage, in the amount
currently estimated to be $150,000; and release all rights to the
Good Faith Deposit and any right to repayment of the Good Faith
Deposit.


CIRCUS AND ELDORADO: Taps Milbank Tweed as Bankruptcy Counsel
-------------------------------------------------------------
Circus and Eldorado Joint Venture, et al., ask the U.S. Bankruptcy
Court for the District of Nevada for permission to employ Milbank,
Tweed, Hadley & McCloy LLP as counsel.

According to Milbank's books and record, prior to the Petition
Date, Milbank received payments from the Debtors of $2.26 million
in 12 months prior to the Petition Date, including $400,000 in
advance payment to a retainer to pay legal services rendered or to
be rendered in connection with the Debtor' restructuring efforts.
Subject to a final accounting, Milbank held a retainer of
approximately $407,000 as of the Petition Date.

The hourly rates of Milbank's personnel are:

         Partners                        $825 to $1,140
         Counsel                         $795 to $995
         Associates/Senior attorneys     $295 to $750
         Legal Assistants                $130 to $290

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

A hearing on June 25, 2012, at 2 p.m., has been set.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.
The casino and entertainment areas at Silver Legacy are connected
by skyway corridors to the neighboring Eldorado Hotel & Casino and
the Circus Circus Hotel and Casino, each of which are owned by
affiliates of the Debtors.  Together, the three properties
comprise the heart of the Reno market's prime gaming area and room
base.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at http://is.gd/diDPh3
The RSA contemplates a proposed plan will be filed no later than
June 1, 2012.   The plan will contain creditor treatments that
have already been negotiated with and agreed to by creditor
constituents.  The Debtors will seek approval of the explanatory
disclosure statement within 45 days after the Petition Date and
obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture had assets of $264 million and
liabilities of $174 million as of March 31, 2012.  The petitions
were signed by Stephanie D. Lepori, chief financial officer.


CIRCUS AND ELDORADO: S&P Withdraws 'D' Issuer Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'D' issuer credit rating, on Reno-based gaming operator Circus
And Eldorado Joint Venture (CEJV).

"The withdrawal follows CEJV filing a voluntary petition in the
United States Bankruptcy Court. We believe there will be a lack of
adequate information to maintain surveillance during the
bankruptcy process. CEJV is a joint venture of affiliates of MGM
Resorts International and Eldorado Resorts LLC. CEJV owns and
operates a single property, the Silver Legacy Resort Casino in
Reno," S&P said.


CLEAR CREEK RANCH: Exclusivity Period Extended Through Aug. 15
--------------------------------------------------------------
Clear Creek Ranch II, LLC, and Clear Creek at Tahoe, LLC, will
keep control of their Chapter 11 cases through Aug. 15, 2012,
after the Bankruptcy Court granted the Debtors' request for
extension of their Exclusivity Period Under 11 U.S.C. Sec.
1121(d)(2)(B).  The extension is granted without prejudice to the
Debtors' right to seek additional extensions.

On Feb. 13, 2012, the Debtors filed their bankruptcy-exit plan
which proposes to pay creditors in full.

In their request for extension, the Debtors explained:

   1. they are proceeding expeditiously to try to settle or
      complete their litigation with disputed claimants.  The
      Debtors have continued addressing the Serpas' breach of
      their fiduciary obligations and other wrongdoing.  The
      Debtors add that if mediation does not result in a
      settlement, a trial regarding a portion of those disputes is
      scheduled to take place on Aug. 24, 27, and 28.

   2. they have taken steps to raise funds for a restructuring
      -- to pay creditors in full and to continue with the
      development and, ultimately, the sale of home sites
      in CCR II's residential subdivision.

                    About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

On April 30, 2010, the Serpas purchased the $15 million First
Horizon Loan secured by the residential subdivision, and then
threatened foreclosure to coerce CCT to pay money on both the
First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note.
The Serpas then scheduled a foreclosure sale for the Residential
Subdivision for July 18, 2011.

On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe
filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev.
Case Nos. 11-52302 and 11-52303).

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.

Judge Bruce T. Beesley presides over the cases.  Vincent M.
Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M. Dinets, Esq.,
at Allen Matkins Leck Gamble Mallory & Natsis LLP, in Irvine,
Calif., represent the Debtors as general reorganization counsel.
Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre, APC, in
Reno, Nev., represents the Debtors as local reorganization
counsel.


COLUMBIA LAKES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Columbia Lakes Resort & Conference Center, LLC
        121 East Myrtle, Suite B
        Angleton, TX 77515

Bankruptcy Case No.: 12-34353

Chapter 11 Petition Date: June 5, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.com

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

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

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

The petition was signed by Rick Moore, managing member.


COMMUNITY FIRST: Horne Replaces Crowe as Accountants
----------------------------------------------------
Community First, Inc., formally notified Crowe Horwath LLP that
Crowe was being dismissed and would not be retained as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2012.  The dismissal of Crowe as the
Company's independent registered public accounting firm was
approved by the Company's Audit Committee and was a result of a
competitive bidding process involving several accounting firms.

During the Company's two most recent fiscal years and during any
subsequent interim period through May 31, 2012, there have been no
disagreements with Crowe on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of
procedure, which disagreement, if not resolved to the satisfaction
of Crowe would have caused Crowe to make reference to the subject
matter of the disagreement in connection with its reports.
Crowe's audit reports on the consolidated financial statements of
the Company as of and for the years ended Dec. 31, 2011, and 2010
contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles except that the audit report for the fiscal year ended
Dec. 31, 2011, contained an emphasis paragraph related to non-
compliance with the capital maintenance requirements of a
regulatory order issued to the Company's bank subsidiary.

On May 31, 2012, the Audit Committee engaged HORNE LLP as its new
independent registered public accounting firm to be effective
immediately. During the two most recent fiscal years, and from
Jan. 1, 2012, through May 31, 2012, neither the Company, nor
anyone on its behalf, consulted Horne regarding the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered
on the Company's financial statements, or any matter that was
either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of SEC Regulation S-K) or a reportable event (as
described in Item 304(a)(1)(v) of SEC Regulation S-K).

                      Annual Meeting Results

On May 30, 2012, the Company held its annual meeting of
shareholders, for which the Board of Directors solicited proxies,
at 3:00 p.m. local time, at the Operations building of Community
First Bank & Trust, a wholly-owned bank subsidiary of the Company,
located at 501 South James M. Campbell Boulevard, Columbia,
Tennessee 38401.  At the Shareholders Meeting, the shareholders
elected Randy A. Maxwell, H. Allen Pressnell, Jr., Dinah C. Vire,
and Fred C. White as directors.  The advisory non-binding vote on
the compensation of the Company's named executive officers in the
Proxy Statement was approved.

                       About Community First

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

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

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

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


CPI CORP: Incurs $56.8 Million Net Loss in Fiscal 2012
------------------------------------------------------
CPI Corp. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $56.86
million on $361.67 million of net sales for the fiscal year ended
Feb. 4, 2012, compared with net income of $11.90 million on
$407.03 million of net sales for the fiscal year ended Feb. 5,
2011.

The Company's balance sheet at Feb. 4, 2012, showed $94.53 million
in total assets, $153.34 million in total liabilities and a $58.81
million total stockholders' deficit.

KPMG LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the
period ended Feb. 4, 2012, noting that the Company has suffered a
significant loss from operations, is not in compliance with the
financial covenants under its credit agreement, and has a net
capital deficiency, all of which raise substantial doubt about its
ability to continue as a going concern.

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

                        http://is.gd/6q1eGz

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and offers on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.  CPI's
digital format allows its studios and on location business to
offer unique posing options, creative photography selections, a
wide variety of sizes and an unparalleled assortment of
enhancements to customize each portrait - all for an affordable
price.


DBSI INC: Hirschler Seeks Dismissal of Ponzi Scheme Suit
--------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Hirschler Fleischer
PC asked a Delaware federal judge on Wednesday to dismiss a suit
alleging the law firm was complicit in a $500 million Ponzi scheme
orchestrated by insiders at DBSI Inc.

The law firm argued at a court hearing in Wilmington that the
complaint, filed by the litigation trustee for DBSI's bankruptcy
estate, is devoid of facts linking Hirschler Fleischer to the
alleged scheme or showing that it had knowledge of any fraud
committed by its former client, according to Bankruptcy 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.


DESERT INN: Blair House Suites Files to Stop Tax Foreclosure
------------------------------------------------------------
Desert Inn Management Company, Ltd., filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-16719) in its hometown in Las Vegas,
Nevada on June 5, estimating assets and debts under $10 million.

Desert Inn owns the 221-suite Blair House Suites hotel on Desert
Inn Road, two blocks from the Las Vegas Convention Center, and one
block off the Vegas strip.

Steve Green at Las Vegas Sun reports Michael Talbott, manager and
part owner of the property's parent company, said the hotel was
forced to file for bankruptcy to block Clark County from moving
against the property with a threatened "Intent to Deed" action on
June 6.  The county is owed about $554,000 for property taxes, Mr.
Talbott said.

Vegas Sun reports, because of the recession, the Blair House
Suites had trouble meeting debt obligations and has defaulted on a
mortgage in which $9.5 million is now due.  Nevertheless, the
suites are cash flow positive and business has been picking up
thanks to improved Las Vegas visitation trends and recent
remodeling work, Mr. Talbott said.

According to Vegas Sun, with the bankruptcy filing, the company
plans to restructure the mortgage note.  That will enable the
company, Desert Inn Management, to pay its property taxes "and
preserve the value of the debtor," the report quotes Mr. Talbott
as saying.

Vegas Sun notes the Company estimated assets and debts each in the
$1 million to $10 million range.


DEWEY & LEBOEUF: Banks Object to Cash Collateral Bid
----------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that Fidelity
National Capital Inc., Fifth Third Bancorp and a Bank of America
NA unit on Wednesday objected to Dewey & LeBoeuf LLP's request to
use its cash collateral, voicing concerns that the firm may have
already sold some of the leased property held by the creditors.

In an objection filed in New York bankruptcy court, Fidelity
National -- which does business as Winthrop Capital -- said it
believes some of the leased property and equipment in several of
Dewey's foreign offices may have been transferred, according to
Bankruptcy Law360.

                       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.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.


DIALOGIC INC: Alex Guira Resigns from Board of Directors
--------------------------------------------------------
Alex Guira resigned from the Board of Directors of Dialogic Inc.,
including from his memberships on the committees of the Board,
effective June 5, 2012.  Mr. Guira's resignation was not the
result of any disagreement with the Company on any matter relating
to its operations, policies or practices, or regarding the general
direction of the Company.

On June 5, 2012, Patrick S. Jones was elected by the Board to
serve as a member of the Board, chairman of the Audit Committee of
the Board and a member of the Nominating and Corporate Governance
Committee of the Board.  In connection with his election to the
Board, the Board granted Mr. Jones a restricted stock unit award
for such number of shares of the Company's common stock as is
determined by dividing $180,000 by the closing price of the
Company's common stock as quoted on the NASDAQ Global Market on
June 5, 2012, rounded down to the nearest whole share, pursuant to
the Company's Amended and Restated 2006 Equity Incentive Plan.
The RSU will vest in equal monthly installments over three years
from the date of grant.

In accordance with the Company's current director compensation
policy, as an independent Board member, Mr. Jones will initially
be entitled to an annual retainer of $45,000 for service as a
Board member, an annual retainer of $25,000 for service as
chairman of the Audit Committee of the Board and an annual
retainer of $5,000 for service as a member of the Nominating and
Corporate Governance Committee of the Board.  In May 2012, the
Board approved new director compensation arrangements for
independent directors to be effective beginning July 1, 2012,
under which Mr. Jones will thereafter be entitled to an annual
retainer of $60,000 for service as a Board member, an annual
retainer of $30,000 for service as chairman of the Audit Committee
of the Board and an annual retainer of $10,000 for service as a
member of the Nominating and Corporate Governance Committee of the
Board.  Subject to Board approval, Mr. Jones will also be entitled
to receive an annual RSU grant covering a number of shares having,
on the date of grant, a fair market value equal to $90,000, and
vesting over one year.

In addition, the Company expects to enter into a standard
indemnity agreement with Mr. Jones, which will provide, among
other things, that the Company will indemnify him, under the
circumstances and to the extent provided for therein, for
expenses, damages, judgments, fines and settlements he may be
required to pay in actions or proceedings which he is or may be
made a party by reason of his position as a director of the
Company, and otherwise to the fullest extent permitted under
Delaware law and the Company's Bylaws.

                          About Dialogic

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

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

The Company's balance sheet at March 31, 2012, showed
$155.66 million in total assets, $185.24 million in total
liabilities, and a $29.58 million total stockholders' deficit.

                        Bankruptcy Warning

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


DIVERSIFIED MACHINE: Moody's Cuts CFR/PDR to 'B3'; Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of Diversified
Machine, Inc. (DMI) -- Corporate Family and Probability of Default
Ratings to B3 from B2. In a related action, Moody's lowered the
rating on the company's $175 million senior secured term loan to
Caa1 from B3. The rating outlook is negative.

The following ratings were lowered:

Diversified Machine, Inc.

Corporate Family Rating, to B3 from B2;

Probability of Default, to B3 from B2;

$175 million senior secured term loan, to Caa1 (LGD4, 60%) from
B3 (LGD4, 58%)

DMI's asset based revolving credit facility is not rated by
Moody's

Ratings Rationale

The lowering of DMI's Corporate Family Rating (CFR) to B3 reflects
the company's under performance relative to the expectations
Moody's had at time of the initial November 2011 rating assignment
when the company was purchased by affiliates of Platinum Equity
Advisors, LLC. While DMI continues to enjoy revenue growth with
the recovery of automotive demand in North America, Moody's
believes that underinvestment at one of DMI's facilities prior to
the company's purchase by Platinum, combined with a rapid increase
in output, have resulted in higher-than-anticipated costs and
capital investments. As a result, DMI's operating performance and
liquidity profile have been adversely impacted. The company's EBIT
margins over the recent quarters have deteriorated significantly
below the 10% level previously experienced, and debt/EBITDA has
exceeded Moody's previously stated downward rating trigger
threshold of 5x.

The negative rating outlook incorporates Moody's view that DMI's
credit metrics will continue to be adversely impacted over the
near-term. DMI has taken actions to correct the plant operating
inefficiencies. Nevertheless, incremental costs associated with
the operating inefficiencies and the expenditures needed to
upgrade certain facilities, will continue to adversely impact
profit margins and liquidity over the near-term. The company is
expected to continue to be supported by its new sponsor over the
near-term.

DMI is anticipated to have a weak liquidity profile over the near-
term driven by weaker than expected performance. This weakness is
expect to require higher operating costs and capital expenditures
over the near-term, resulting in pressure on the company's free
cash flow generating ability. To support this potential cash burn,
DMI continues to maintain modest cash balances. In addition,
liquidity is supported by a $60 million asset based revolving
credit facility which had a moderate amount of borrowing base
availability, net of borrowed amounts and outstanding letters of
credit.

The outlook or rating could improve if DMI continues to maintain
its strong niche market position, and deliver credit metrics of
the following levels: EBIT margins approaching 10%, debt/EBITDA
below 4x, and EBIT/Interest above 2x.

The rating could be lowered if DMI's cost improvement actions do
not demonstrate a return of operating performance where EBIT
margins approach 5%, if North American automotive demand
deteriorates, or there is a further deterioration in liquidity.

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

DMI manufactures, casts, machines and assembles fully-engineered
chassis and powertrain components and modules for leading
automotive OEMs and Tier 1 suppliers. The company's primary
products include: chassis products (steering knuckles, control
arms and cross members), and powertrain products (engine/cylinder
blocks, cylinder heads, front covers, intake manifolds, bedplates
and brackets). The company will be a wholly-owned subsidiary of
affiliates of Platinum Equity Advisors, LLC.


DOUBLE W FARMS: Files for Chapter 11 in Fort Worth
--------------------------------------------------
Double W Farms LLC filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-43242) on June 4 in Fort Worth, estimating under $10
million in assets and liabilities.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Double W is a breeder of reining horses in Aubrey,
Texas.  Reining is sometimes referred to as a western equivalent
of dressage.  The horse goes through a series of complex maneuvers
without observable control by the rider.  Stabling a horse at
Double W costs $500 a month.  Second only to payroll, the largest
monthly expense is $12,000 for hay.

According to the Bloomberg report, Double W owns 205 acres in
Denton County, Texas.  The property has a show barn, an arena, an
outdoor track and breeding facilities including what's known as a
mare motel.  Secured lender Compass Bank is owed $1.75 million
according to a court filing.


DUNE ENERGY: Seven Directors Elected at Annual Meeting
------------------------------------------------------
Dune Energy, Inc., held its 2012 annual meeting of stockholders on
June 5, 2012.  At the meeting, seven nominees were elected to
serve as directors, namely:

   (1) Michael R. Keener;
   (2) Stephen P. Kovacs;
   (3) Alexander A. Kulpecz, Jr.;
   (4) Emanuel R. Pearlman;
   (5) Robert A. Schmitz;
   (6) Eric R. Stearns; and
   (7) James A. Watt.

The stockholders also approved the 2012 Stock Incentive Plan and
ratified the appointment of MaloneBailey LLP as independent
registered public accounting firm.

                        About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.

The Company's balance sheet at March 31, 2012, showed $249.87
million in total assets, $127.82 million in total liabilities and
$122.05 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016.  We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."

In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes.  Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes.  The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange.  Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.


E-DEBIT GLOBAL: Board Authorizes Holders to Covert Common Shares
----------------------------------------------------------------
E-Debit Global Corporation announced the Company directors having
conducted an extensive review of the ongoing viability of the
Corporations listing as a public company on the QBX:BB under
trading symbol "WSHE" and the limited liquidity and acceptance of
the Corporations Class "A" common stock by Canadian and US
brokerage firms the right of holders of E-Debit Global Corporation
Common Stock for an initial period of six months commencing the
1st day of June 2012 and ending on the 30th day of November 2012
the right to convert their Common Stock to Series "A" Preferred
Shares of the Corporation.

Overview

The Board of Directors has approved and resolved that the
Corporation's Series "A" Preferred Shares have the following
conditions and rights attached:

   (a) Upon any sale, liquidation, dissolution or winding up of
       the Corporation, whether voluntary or involuntary, before
       any distribution or payment will be made to the holders of
       any stock ranking junior to the Corporation's Series "A"
       Preferred Stock, the holders of the Series "A" Preferred
       Stock will be entitled to be paid out of the assets of the
       Corporation any dividends declared by the Board of
       Directors, in the form of stock, cash or otherwise, will be
       distributed to the Corporation's shareholders as follows:
       (a) ninety-five percent (95%) of that dividend will be
       distributed to the holders of the Series "A" Preferred
       Shares on a pro rata basis; and (b) the remaining five (5%)
       will be equally distributed to any holder of the
       Corporations Stock including Series "A" Preferred
       shareholders, on a pro rata basis.

   (b) In the case of a sale of any of the Corporation's business
       operations or in the event of a wind up or a liquidation of
       the Corporation's assets, the remaining cash to be
       distributed to the shareholders will be distributed on the
       same basis as described in paragraph (a) above.

   (c) The Board of Directors will determine the amount of
       proceeds to be distributed from the sale of any of the
       Company's assets and will determine whether any dividend
       will be issued by the Corporation.  The Board of Directors
       will determine the date that such dividend or distribution
       will be paid.

   (d) During the period commencing on June 1, 2012, and
       concluding on Nov. 30, 2012, each holder of shares of
       common stock will have the right to surrender their shares
       of common stock in exchange for shares of preferred stock
       on a basis of 1:1.  Each shareholder will exercise this
       right by delivering to the Corporation or the Corporation's
       transfer agent the certificates representing that
       shareholder's shares of common stock, duly endorsed with
       appropriate signature guarantees affixed thereto, on or
       before the date determined above in this subsection (d).

   (e) Each share of Series "A" Preferred stock will have voting
       rights of twenty votes per share for any election or other
       vote placed before the shareholders of the Company.

   (f) Upon conversion the Board of Directors shall exercise the
       right to vote the preferred shares at any duly called
       meeting of the shareholders in the same manner as
       previously issued preferred shares.

   (g) Series "A" Preferred Stock are anti-dilutive to reverse
       splits in relation to the voting rights of the
       Corporation's  Series "A" Preferred Stock, and therefore in
       the case of a reverse split, the voting rights of the
       Series "A" Preferred Stock after the reverse split will be
       equal to the ratio established prior to the reverse split.
       The voting rights of Series "A" Preferred Stock, however,
       would increase proportionately in the case of forward
       splits, and may not be diluted by a reverse split following
       a forward split.

   (h) Excepting for Section (g) above, a consolidation or split
       of one class of the Corporation's stock the Board of
       Directors will determine the effect on any other class of
       shares.

   (i) Upon conversion of a common share to a preferred share, the
       preferred shareholder will have the right to convert that
       preferred share to share of common stock upon delivery of
       21 days written notice to the Corporation, at the closing
       trading price on the date that notice is given for the
       conversion per share payable to the Corporation.

   (j) Upon receipt of notice of the request to convert from
       preferred share to common stock, share certificates will be
       issued with the following share trading restrictions.  1/3
       of the total shares to be converted will be restricted from
       trading for a period of 1 months from the date of
       conversion; 1/3 of the total shares to be converted will be
       restricted from trading for a period of 3 months from the
       date of conversion; and 1/3 of the total shares to be
       converted will be restricted from trading for a period of 6
       months from the date of conversion.

The Board of Directors has authorized the holders of its common
stock the right to convert their common stock to Series "A"
Preferred Shares of the Corporation commencing the 1st of June
2012 and ending on the 30th of November 2012.

                  About E-Debit Global Corporation

E-Debit Global Corporation (WSHE) is a financial holding company
in Canada at the forefront of debit, credit and online computer
banking.  Currently, the Company has established a strong presence
in the privately owned Canadian banking sector including Automated
Banking Machines (ABM), Point of Sale Machines (POS), Online
Computer Banking (OCB) and E-Commerce Transaction security and
payment.  E-Debit maintains and services a national ABM network
across Canada and is a full participating member of the Canadian
INTERAC Banking System.

Following the 2011 results, Schumacher & Associates, Inc., in
Littleton, Colorado, noted that the Company has incurred net
losses for the years ended Dec. 31, 2011, and 2010, and had a
working capital deficit and a stockholders' deficit at Dec. 31,
2011, and 2010, which raise substantial doubt about its ability to
continue as a going concern.

The Company reported a net loss of $1.09 million in 2011, compared
with a net loss of $1.15 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$1.84 million in total assets, $3.51 million in total liabilities,
and a $1.66 million total stockholders' deficit.


EMISPHERE TECHNOLOGIES: MHR Extends Maturity of Notes to Sept. 26
-----------------------------------------------------------------
Emisphere Technologies, Inc., and several funds affiliated with
MHR Fund Management LLC entered into agreements whereby the MHR
Funds agreed to extend the maturity date of certain promissory
notes, previously issued by the Company to the MHR Funds, to
Sept. 26, 2012.  The MHR Funds are secured parties under that
certain Senior Secured Term Loan Agreement by and between the
Company and the MHR Funds and that certain Pledge and Security
Agreement by and between the Company and the MHR Funds, each dated
Sept. 26, 2005, are the holders of the Company's 11% Senior
Secured Convertible Notes, and beneficially own approximately
47.6% of the Company's common stock, assuming conversion and
exercise by the MHR Funds of all convertible securities, warrants,
and options held by it.

The promissory notes amended by the Note Extension Agreements were
originally issued to the MHR Funds in connection with that certain
Letter Agreement, dated June 4, 2010, between the Company and MHR
Institutional Partners IIA LP.  Pursuant to the Letter Agreement,
Institutional Partners IIA agreed, among other things, to waive
certain rights as a senior secured party of the Company and to
enter into a non-disturbance agreement with the Company's
collaboration partner Novartis Pharma AG and, if necessary, to
enter into a comparable agreement in connection with another
potential Company transaction.  The Letter Agreement also provided
for the Company to reimburse Institutional Partners IIA for
certain of its legal fees incurred in connection with the Non-
Disturbance Agreement and Other Transaction Agreement, to be paid
in the form of non-interest bearing promissory notes issued on the
effective date of the Letter Agreement.  Accordingly, on June 8,
2010, the Company issued to the MHR Funds non-interest bearing
promissory notes in the aggregate principal amount of $500,000
with respect to legal fees incurred in connection with the Non-
Disturbance Agreement and non-interest bearing promissory notes in
the aggregate principal amount of $100,000 with respect to legal
fees incurred in connection with the Other Transaction Agreement.
The Notes were originally due and payable on June 8, 2012.

                    About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

Audit reports prepared by independent registered public accounting

firm relating to Emisphere's financial statements for the years

ended December 31, 2011, 2010 and 2009 include an explanatory

paragraph expressing the substantial doubt about the Company's

ability to continue as a going concern.


Emisphere Technologies' balance sheet at March 31, 2012, showed
$4.26 million in total assets, $69.44 million in total liabilities
and a $65.18 million total stockholders' deficit.


EMISPHERE TECHNOLOGIES: Two Directors Elected at Annual Meeting
---------------------------------------------------------------
Emisphere Technologies, Inc., held its annual meeting of
stockholders on May 31, 2012.  The stockholders elected John D.
Harkey, Jr., and Timothy G. Rothwell as directors, to serve a term
expiring at the third succeeding annual meeting after their
election or until their respective successors are duly elected and
qualified.  The stockholders ratified, by non-binding vote, the
appointment of McGladrey & Pullen, LLP as the Company's
independent registered accounting firm for the fiscal year ending
Dec. 31, 2012.  The stockholders approved, on an advisory basis,
the compensation of the Company's named executive officers.

Moreover, the stockholders approved an amendment to the Company's
Amended and Restated Certificate of Incorporation, as amended, to
increase the number of authorized shares of common stock from
100,000,000 to 200,000,000 shares and to increase the number of
authorized shares of preferred stock from 1,000,000 to 2,000,000
shares.  On June 5, 2012, the Company filed with the Secretary of
State of the State of Delaware a Certificate of Amendment to its
Amended and Restated Certificate of Incorporation, increasing the
number of authorized shares of common stock from 100,000,000 to
200,000,000 shares and increasing the number of authorized shares
of preferred stock from 1,000,000 to 2,000,000 shares.

                    About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

The Company reported an operating loss of $8.14 million on $0 of
revenue for the year ended Dec. 31, 2011, compared with an
operating loss of $11.54 million on $100,000 of revenue during the
prior year.

The Company's balance sheet at March 31, 2012, showed $4.26
million in total assets, $69.44 million in total liabilities and a
$65.18 million total stockholders' deficit.

                          Going Concern

While the Company's plan is to raise capital when needed or to
pursue partnering opportunities, it cannot be sure that its plans
will be successful.

Consequently, the audit reports prepared by the Company's
independent registered public accounting firm relating to its
financial statements for the years ended Dec. 31, 2011, 2010 and
2009 include an explanatory paragraph expressing the substantial
doubt about the Company's ability to continue as a going concern.

                        Bankruptcy Warning

The Company, according to the Dec. 31, 2011 Form 10-K, is pursuing
new as well as enhanced collaborations and exploring other
financing options, with the objective of minimizing dilution and
disruption.  If the Company fails to raise additional capital or
obtain substantial cash inflows from existing partners prior to
Sept. 26, 2012, the Company could be forced to cease operations.




EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 47.5% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mark H. Rachesky, M.D., and his affiliates
disclosed that, as of June 1, 2012, they beneficially own
38,229,504 shares of common stock of Emisphere Technologies, Inc.,
representing 47.5% of the shares outstanding.

Mr. Rachesky previously reported beneficial ownership of
38,369,904 common shares or a 47.6% equity stake as of July 6,
2011.

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

                       http://is.gd/ukMK9L

                    About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.

Since its inception in 1986, Emisphere has generated significant
losses from operations.  Emisphere anticipates it will continue to
generate significant losses from operations for the foreseeable
future, and that its business will require substantial additional
investment that it has not yet secured.

The Company reported an operating loss of $8.14 million on $0 of
revenue for the year ended Dec. 31, 2011, compared with an
operating loss of $11.54 million on $100,000 of revenue during the
prior year.

The Company's balance sheet at March 31, 2012, showed $4.26
million in total assets, $69.44 million in total liabilities and a
$65.18 million total stockholders' deficit.

                          Going Concern

While the Company's plan is to raise capital when needed or to
pursue partnering opportunities, it cannot be sure that its plans
will be successful.

Consequently, the audit reports prepared by the Company's
independent registered public accounting firm relating to its
financial statements for the years ended Dec. 31, 2011, 2010 and
2009 include an explanatory paragraph expressing the substantial
doubt about the Company's ability to continue as a going concern.

                        Bankruptcy Warning

The Company, according to the Dec. 31, 2011 Form 10-K, is pursuing
new as well as enhanced collaborations and exploring other
financing options, with the objective of minimizing dilution and
disruption.  If the Company fails to raise additional capital or
obtain substantial cash inflows from existing partners prior to
Sept. 26, 2012, the Company could be forced to cease operations.


ENERGY CONVERSION: Committee Wants to File Alternative Plan
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Energy Conversion Devices, Inc. and United Solar Ovonic
LLC, asks the U.S. Bankruptcy Court for the Eastern District of
Michigan to:

   -- terminate the Debtors' exclusive periods to file and solicit
      acceptances for the proposed Chapter 11 Plan; and

   -- allow the Committee to file an alternative plan which will
      allow the creditors both a meaningful choice between
      substantive consolidation and liquidation, and a quick end
      to the case.

According to the Committee, the Debtors refused to negotiate in
good faith with their creditors.  They have instead favored the
interests of one group of creditors of one of the estates over the
interests of all of the other creditors of both estates.

The Committee notes that the plan support agreement the Debtors
entered into with three creditors had stunted negotiations with
the Committee regarding its Joint Plan of Liquidation.

                 Other Creditors Have Objections

BankruptcyData.com reports that Energy Conversion Devices' and
United Solar Ovonic's sub-committee of ECD creditors filed with
the U.S. Bankruptcy Court an objection to the official committee
of unsecured creditors' motion to limit the Debtors' exclusive
period to file a Chapter 11 plan and solicit acceptances thereof.

The ECD sub-committee states, ". . . pursuant to the Plan
Solicitation Motion, the Debtors seek to extend the Plan Voting
and Objection Deadline and the Confirmation Hearing dates to July
12 and 18, 2012, respectively. The ECD Creditors Sub-Committee
submits that, if such relief is granted, the extension of these
dates adequately remedies any concerns of the Committee regarding
having sufficient time to determine whether the Committee indeed
supports substantive consolidation and the Second Amended Plan or
not."

According to BankruptcyData.com, the ad hoc noteholder consortium
also filed an objection to the motion, stating, "In summary, there
is absolutely no factual or legal basis to take the extraordinary
measure of terminating the Debtors' exclusivity within the initial
exclusive period. With a timely and beneficial plan on the table,
an up or down vote is called for under the circumstances of these
cases as expeditiously as possible.  If the Joint Plan fails to
gain necessary acceptance or confirmation, all parties will then
be free to consider all alternatives."

                            Debtor's Plan

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that in May 2012 the Debtors filed a liquidating Chapter
11 plan along with a disclosure statement telling unsecured
creditors with as much as $337 million claims that they can expect
to recover from 50.1% to 59.3%.

According to the report, the large recovery by unsecured creditors
is possible because ECD entered Chapter 11 with $145 million in
unrestricted cash and short-term investments.  The plan will
create a trust to sell the assets to be distributed in the order
of priority laid out in bankruptcy law.

The report relates that a liquidation analysis attached to the
disclosure statement shows cash of $139.5 million.  When other
assets are liquidated, the company projects total proceeds will be
$182 million to $196 million.  When expenses and claims of higher
priority are paid, the disclosure statements show $168.7 million
to $182.2 million remaining for unsecured creditors.

                       About Energy Conversion

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

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

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

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


ENERGY FUTURE: B. Freiman Replaces F. Goltz as Director
-------------------------------------------------------
Frederick M. Goltz notified Energy Future Holdings Corp. of his
resignation from the Board of Directors of EFH Corp.

On June 4, 2012, the EFH Corp. Board appointed Brandon Freiman to
the EFH Corp.  Board to fill the vacancy created by the
resignation of Mr. Goltz.

Mr. Freiman was elected to the EFH Corp. Board pursuant to the
Limited Partnership Agreement of Texas Energy Future Holdings
Limited Partnership, the holder of substantially all of the
outstanding stock of EFH Corp., and the Limited Liability Company
Agreement of Texas Energy Future Capital Holdings LLC, the general
partner of TEF.  Pursuant to these agreements, Mr. Freiman was
appointed to the EFH Corp. Board as a consequence of his
relationship with Kohlberg Kravis Roberts & Co.  Because Mr.
Freiman was appointed as a consequence of his relationship with
KKR, he will not receive any fees for service as a director.  EFH
Corp. reimburses directors for expenses incurred in connection
with their services as directors.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed
$44.07 billion in total assets, $51.83 billion in total
liabilities, and a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


eRESEARCH TECHNOLOGY: Moody's Assigns B2 CFR/PDR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned to eResearch Technology, Inc.
(ERT) a B2 corporate family rating, B2 probability of default
rating and a B1 to its proposed $270 million senior secured credit
facility. The outlook is stable.

The proceeds from the $220 million term loan are expected to be
used to finance the acquisition of the company by affiliates of
Genstar Capital, to finance a follow on acquisition and to pay
fees and expenses. Sponsor equity and $72.4 million of private
subordinated debt (unrated) will provide the additional cash to
complete the transactions.

The following ratings were assigned:

Corporate Family Rating, B2

Probability of Default Rating, B2

$50 million Senior Secured 1st Lien Revolving Credit Facility,
B1 (LGD-3, 37%)

$220 million Senior Secured 1st Lien Term Loan Facility, B1
(LGD-3, 37%)

Ratings Rationale

ERT's B2 corporate family rating reflects its small revenue base,
pro forma LTM debt to EBITDA (Moody's adjusted) over 5.5 times and
high customer concentration balanced by its leading position in
the niche market for new drug trial subject cardiac safety and
respiratory efficacy testing, solid recent financial performance,
high revenue visibility from its backlog with a concentrated set
of leading pharmaceutical companies and financial metrics in line
with the ratings category. The company's revenue is small, but
their fleet of testing equipment and operating experience create
barriers to entry for their competitors. Moody's expects ERT to
generate free cash flow of about $25mm in the next 12 to 18
months, likely to be applied to debt reduction and result in debt
to EBITDA of less than 4.25 times. ERT relies on new drug trials
being created and completed to generate business. Although ERT's
contract backlog gives it high visibility into its future
revenues, drug trials are subject to cancellation at any time.
Their largest customer was 18% of 2011 revenue; the top 3 and 10
customers were 45% and 81% of 2011 revenue, respectively. Recent
financial performance has been steady, with 14.5% revenue growth
and about 10% EBITDA growth in the cardiac and respiratory
businesses since 2009, a trend which the strong backlog indicates
should continue. Moody's expects capital investments to decline
after 2012 as current equipment and software investment
initiatives conclude. The planned follow on acquisition of a
provider of clinical trial services substantially enhances ERT's
existing offerings and broadens its potential customer base.

The stable rating outlook reflects Moody's belief that the company
will grow its revenues and profitability over the next 12 to 18
months while reducing term loan indebtedness. Moody's expects Debt
to EBITDA to decline to about 4.25 times over this period.

A downgrade could occur if revenue does not grow and free cash
flow is not generated such that Moody's expects debt to EBITDA to
remain above 5.0 times, or if financial policies do not emphasize
debt repayment over more shareholder friendly uses of cash.

An upgrade is unlikely in the near term given the company's small
revenue size and high degree of customer concentration. However,
over the longer term, the ratings could be upgraded if, through
ePRO or other new products and services, ERT can substantially
grow and diversify its revenue base while maintaining conservative
financial policies, achieving levels of profitability and free
cash flow generation which cause us to expect debt to EBITDA to be
maintained below 3.75 times.

ERT is a provider of cardiac safety, respiratory efficacy and ePRO
solutions to pharmaceutical and healthcare organizations
sponsoring or involved in the clinical trial of new drugs owned by
affiliates of Genstar Capital. Moody's projects pro forma revenue
of over $225 million in 2012.

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

All financial metrics reflect Moody's standard adjustments.


eRESEARCH TECHNOLOGY: S&P Rates Corp. Credit 'B'; Outlook Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Philadelphia-based eResearch Technology Inc.
(ERT). The outlook is positive.

"At the same time, we assigned our 'B+' issue-level rating to
ERT's $270 million senior secured credit facilities. The senior
secured credit facility is composed of a $50 million revolving
credit facility due in 2017 and a $220 million term loan B due in
2018. The senior credit facility also permits $75 million of
incremental term loan capacity (subject to a 3.25x pro forma
senior secured leverage test). The senior secured recovery rating
is '2', reflecting our expectation of substantial (70-90%)
recovery in the event of payment default," S&P said.

"Our ratings on ERT reflect the company's 'weak' business risk
profile, which reflects its small scale, despite its broad
customer base and leading market share as a niche provider of
cardiac safety and respiratory central laboratory services," said
Standard & Poor's credit analyst Shannan Murphy. While ERT is
the market leader in its two largest business segments, the
company is a very small player in the much larger health care
services industry.

"Our rating also reflects ERT's 'highly leveraged' financial risk
profile, characterized by adjusted leverage that we expect to
remain above 5x for the next year and funds from operation (FFO)
to total debt that we expect to normalize in the low teens. Our
assessment of a highly leveraged financial risk profile also
reflects our belief that ERT will use at least some of its
considerable debt capacity (including a $75 million unfunded
incremental term loan) to grow the company through acquisitions.
At the same time, our positive outlook reflects our belief that
ERT could reduce leverage below 5x over the next year if it is
less acquisitive than we currently anticipate and if it allocates
some of the cash we expect it to generate toward debt repayment,"
S&P said.

"Our positive rating outlook on ERT reflects our expectations of
mid-single-digit revenue growth in the near term that results in
positive free cash flow generation. We could consider a higher
rating if the company can reduce leverage to below 5x on a
sustained basis, which could happen if it is less acquisitive than
we currently anticipate and instead directs some of its cash flow
to debt reduction," S&P said.

"We could revise our outlook to stable if we believe that leverage
is likely to be sustained above 5x. This could occur if the
company encounters difficulty in integrating acquisitions, if it
makes further leveraging acquisitions, or if organic revenues
decline in the low-single digits as a result of weaker demand or
pricing pressures," S&P said.


EVERGREEN SOLAR: Confirmation Hearing Scheduled for July 6
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on July 13, 2012, at 11:30 a.m., to consider the
confirmation of Evergreen Solar, Inc.'s Plan of Liquidation.
Objections, if any, are due July 6, at 4 p.m.

Ballots accepting or rejecting the Plan are due July 6, at 4 p.m.,
and must be addressed to:

if by first class mail or USPS Express Mail:

         Evergreen Solar Ballot Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         FDR Station, P.O. Box 5014
         New York, NY 10150-5014

if by overnight courier or hand delivery:

         Evergreen Solar Ballot Processing Center
         c/o Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, 3rd Floor
         New York, NY 10017

The Debtor will be allowed to file a brief in support of
confirmation of the Plan and an omnibus reply to any objections to
the Plan on or before July 10, 2012.

As reported in the Troubled Company Reporter on June 5, 2012,
BankruptcyData.com reported that the Debtor filed 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.


FANNIE MAE: Timothy Mayopoulos Named President and CEO
------------------------------------------------------
Fannie Mae's board of directors has appointed Timothy J.
Mayopoulos, 53, as president and chief executive officer and a
member of the board effective June 18, 2012.  Mayopoulos, who
currently serves as executive vice president, chief administrative
officer, and general counsel, leads key corporate functions and
the Company's business transformation program.

Mr. Mayopoulos assumes leadership of Fannie Mae at a pivotal point
for housing finance.  Since joining Fannie Mae's executive
management team three years ago, he has played a key role in
rebuilding the company and leading it through fundamental change.
Mr. Mayopoulos has managed critical functions, including the
company's human capital strategy, communications and marketing,
government and industry relations, and the legal function.  He
also has provided leadership and oversight of the company's long-
term strategies to achieve operating excellence and its efforts to
improve the housing finance system.  His promotion follows an
extensive search involving internal and external candidates.

"Our thorough and thoughtful evaluation of qualified and
interested candidates focused on a singular goal - to secure the
best leader for Fannie Mae," said Philip Laskawy, chairman of the
board.  "We achieved our goal by selecting Tim.  He is an
experienced and effective leader on a remarkable management team
that has stabilized the company and positioned Fannie Mae to
return value to taxpayers in the years ahead.  Tim delivers a
combination of proven leadership and execution focus.  His deep
understanding of the unique challenges Fannie Mae is facing and
his effective working relationships with our regulator,
management, the board, and external partners will serve the
company and industry well.  Tim's appointment enables the company
to sustain its rebuilding efforts and to accelerate our
contributions to improving the nation?s housing finance system for
the future."

Mr. Mayopoulos will succeed Michael J. Williams, who announced in
January his decision to step down after leading the company's
effective response to the housing crisis and the rebuild of the
company since 2009.  In the first-quarter of 2012, Fannie Mae
reported a net income of $2.7 billion and did not require funding
from the U.S. Treasury.  The Company's comprehensive income of
$3.1 billion in the first quarter of 2012 was sufficient to pay
the first-quarter dividend of $2.8 billion.  To date, Fannie Mae
has paid $22.6 billion to the U.S. Treasury through dividend
payments.

"We have successfully completed the first phase of conservatorship
and I am proud of our employees and what we have accomplished
together.  I know that I am leaving Fannie Mae in very capable
hands with Tim as CEO," said Williams.  "Tim joined Fannie Mae to
make a difference and I know that he will lead the company with
passion and in the public interest.  We have benefited from Tim's
keen intellect and ability to drive positive outcomes in the face
of complex issues during three years of intense change.  As Fannie
Mae transitions to the next phase of conservatorship, Tim will be
a champion of our dedicated employees, continue the company's
progress, and help to create a stronger housing finance system."

As CEO, Mr. Mayopoulos will focus on ensuring that the company
manages its legacy issues effectively, while driving the Company's
contributions to a better housing finance system.  Under his
leadership, Fannie Mae will continue to provide essential funding
to the market, assist homeowners in distress, and work to
strengthen the Company's financial performance.

"I am honored with this extraordinary opportunity to lead Fannie
Mae during this critical period," said Mayopoulos.  "We have a
responsibility to return value to taxpayers and to contribute our
expertise and experience to building a more effective and stable
housing finance system for the future.  Our nation needs and
deserves a better system to support sustainable homeownership.
Delivering on our responsibilities is a team effort, and I will
maintain a sharp focus on attracting, developing, and retaining
terrific people at all levels of the company.  Together, I am
confident that we have what it takes to achieve our priorities."

Mr. Mayopoulos brings more than 25 years of experience to his new
leadership post.  Prior to joining Fannie Mae, he was executive
vice president and general counsel of Bank of America Corporation.
Previously, he served in senior management roles at Deutsche Bank
AG, Credit Suisse First Boston, and Donaldson, Lufkin & Jenrette,
Inc.  Earlier in his career, Mayopoulos was in private practice.
He is a graduate of Cornell University and the New York University
School of Law.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

Fannie Mae reported a net loss of $16.85 billion in 2011, a net
loss of $14.01 billion in 2010, and a net loss of $72.02 billion
in 2009.

The Company's balance sheet at March 31, 2012, showed
$3.20 trillion in total assets, $3.20 trillion in total
liabilities and $268 million in total equity.


FIFTH & PACIFIC: Moody's Affirms B2 CFR/PDR, Rates Sr. Notes B2
---------------------------------------------------------------
Moody's Investors Service affirmed Fifth & Pacific Companies, Inc.
("FNP" - previously Liz Claiborne, Inc.) B2 Corporate Family and
Probability of Default ratings. At the same time, Moody's assigned
a B2 rating to the company's proposed $150 million (face amount)
'add on' senior secured notes due 2019. The rating outlook remains
stable. Moody's also assigned a Speculative Grade Liquidity rating
of SGL-3 to the company. The rating assigned to the new notes is
subject to receipt and review of final documentation.

The following ratings were affirmed (and LGD assessments amended):

Corporate Family Rating at B2

Probability of Default Rating at B2

$220 million senior secured notes due 2019 at B2 (LGD 4, 54%
from LGD 3, 44%)

EUR 81.5 million senior unsecured notes due 2013 at Caa1 (LGD 6,
91%)

The following rating was assigned:

$150 million (face amount) senior secured notes due 2019 at B2
(LGD 4, 54%)

Speculative Grade Liquidity rating at SGL-3

Ratings Rationale

FNP is proposing to issue up to $150 million (face amount) of new
notes, proceeds of which will be used to tender for the company's
remaining EUR 81.5 million (appx. $109 million) senior unsecured
notes, to pay fees and related expenses of the offering and tender
and to fund additional cash to the balance sheet. Moody's expects
the incremental cash will be used to fund capital expenditures and
the possible buyout of the remaining interest in its kate spade
venture in Japan.

The affirmation of FNP's B2 Corporate Family Rating reflects
Moody's expectations that while pro-forma leverage will moderately
rise following the proposed transaction, it will strengthen the
company's overall liquidity profile. The affirmation also reflects
the reduction in the outstanding balance of the company's
(unrated) convertible unsecured notes -- approximately $43 million
of these notes have been converted to common shares of FNP.

FNP's B2 Corporate Family Rating reflects its still sizable debt
burden despite recent asset sales. Debt/EBITDA remains in the mid
five times range and EBITDA less capital expenditures remains
insufficient to fully cover cash interest costs. The ratings also
reflect the negative recent trends at its Juicy Couture brand. The
rating is supported by the company's adequate overall liquidity
profile, as it now has sufficient capacity to settle its
meaningful debt maturities in 2013 even absent the proposed
refinancing. The rating also reflects the strong growth at kate
spade and Moody's expectations its growth will continue, as well
as expectations meaningful reductions in corporate overhead can be
achieved over the course of 2012.

Should the transaction close on the proposed terms and conditions,
the company's unsecured notes due 2013 would become equally and
ratably secured with the same collateral as the company's 2019
senior secured notes. In that event, Moody's would expect the EUR
2013 notes would likely be upgraded to B2, the same as the secured
note rating.

The B2 rating assigned to the senior secured notes due 2019
reflects their first lien position on the Juicy Couture, Lucky
Brand, and kate spade trademarks as well as their second lien
position on the assets that secure the company's $350 million
asset based lending facility. The B2 rating takes into
consideration that the company's $350 million asset based lending
revolver has relatively better recovery prospects due to its first
lien position on the company's most liquid assets.

The SGL-3 Speculative Grade Liquidity rating reflects the
company's adequate overall liquidity at the current time. The SGL-
3 reflects that the company's 2013 Euro notes come due in July,
2013 and that at the current time Moody's believes the company
would be likely to need to access its asset based revolver to
fully redeem the notes. The SGL-3 rating reflects the company's
access to the asset based revolver which has a significant amount
of excess capacity (in excess of $200 million as of 3/31/12).
Conclusion of the proposed note offering would provide the company
with a meaningful amount of additional liquidity and the SGL
rating would be reassessed on successful close of the new notes.

The stable rating outlook reflects Moody's expectation that FNP
will continue to have high leverage and moderate interest
coverage, but that interest coverage will improve as earnings
recover. The stable outlook also incorporates Moody's expectations
the company will make meaningful reductions in corporate overhead
over the course of 2012.

Ratings could be upgraded if FNP is able to reverse negative
trends at Juicy Couture, retain a good liquidity profile, and
improve interest coverage. Quantitatively, ratings could be
upgraded if EBITDA less capital expenditures/interest rises above
1.75 times.

Ratings could be lowered if Juicy Couture's negative trends
persist and/or it appears that the company will report a
consolidated operating loss over the course of 2012.

The principal methodology used in rating Fifth & Pacific Companies
was the Global Apparel Industry Methodology published in May 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.

Headquartered in New York, NY Fifth & Pacific Companies, Inc.
("FNP") [formerly Liz Claiborne, Inc.] is a designer and
distributor of apparel and accessories whose primary owned brands
include Juicy Couture, kate spade and Lucky Brand. Pro-forma
revenues are around $1.4 billion.


FIORANO VENTURES: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fiorano Ventures, LLC
        17460 IH 35 N., Suite 160-350
        Schertz, TX 78154

Bankruptcy Case No.: 12-11289

Chapter 11 Petition Date: June 5, 2012

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: H. Bryan Hicks, Esq.
                  H. BRYAN HICKS, PLC
                  608 Hwy. 281, Suite 100
                  Marble Falls, TX 78654
                  Tel: (830) 693-2165
                  Fax: (830) 693-8185
                  E-mail: bryan@bryanhickslaw.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 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txwb12-11289.pdf

The petition was signed by J.W. Wood, manager.


FREEZE LLC: Period to Remove Actions Extended to Oct. 29
--------------------------------------------------------
At the behest of Freeze LLC, the Bankruptcy Court extended through
Oct. 29, 2012, the Debtor's period to file notices of removal of
related proceedings under Bankruptcy Rule 9027(a)(3).

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

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


FRIENDLY ICE CREAM: Wins Confirmation of Liquidating Plan
---------------------------------------------------------
Friendly Ice Cream Corp. won approval June 5 of its liquidating
Chapter 11 plan where unsecured creditors were told to expect a
recovery between 1.6% and 3.2%.  Only general unsecured creditors
and the Pension Benefit Guaranty Corp. were entitled to vote on
the plan.  Among the general creditors, 74% were in favor of the
plan, more than the 66% vote required to avoid use of the cramdown
process.  The PBGC, in a separate class, voted for the plan.  The
PBGC and general creditors receive the same distribution.

The plan is partly based on a settlement where existing owner Sun
Capital Partners Inc. receives releases of claims in return for
reducing its $279 million second-lien claim to $50 million and
subordinating the remaining secured claim. Without concessions
from Boca Raton, Florida-based Sun Capital, the disclosure
statement showed that unsecured creditors would have received
nothing.  Sun also agreed to make $2.75 million available for
creditors.

                     About Friendly Ice Cream

Friendly Ice Cream Corp. -- http://www.friendlys.com/-- the owner
and franchiser of 490 full-service, family-oriented restaurants
and provider of ice cream products in the Eastern United States,
filed for Chapter 11 reorganization together with four affiliates
(Bankr. D. Del. Lead Case No. 11-13167) on Oct. 5, 2011, to sell
the business mostly in exchange for debt to Sundae Group Holdings
II LLC, a unit of Sun Capital Partners Inc.  The existing owner
and holder of the Debtors' second-lien debt are also affiliates of
Sun Capital.  Friendly's, based in Wilbraham, Massachusetts, also
announced the closing of 63 stores, leaving about 424 operating.
Franchise operators have about 230 of the locations.

Judge Kevin Gross oversees the case.  James A. Stempel, Esq., Ross
M. Kwasteniet, Esq., and Jeffrey D. Pawlitz, Esq., at Kirkland &
Ellis LLP; and Laura Davis Jones, Esq., Timothy P. Cairns, Esq.,
and Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones
LLP, serve as the Debtors' bankruptcy counsel.  Zolfo Cooper
serves as the Debtors' financial advisors.

In its petition, Friendly Ice Cream Corp. estimated $100 million
to $500 million in assets and debts.  The petitions were signed by
Steven C. Sanchioni, executive vice president, chief financial
officer, treasurer, and assistant secretary.

Friendly's is one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.

On Oct. 12, 2011, the U.S. Trustee appointed the Committee.  The
Committee currently consists of seven members.  The Committee
selected Akin Gump Straus Hauer & Feld LLP and Blank Rome LLP to
serve as co-counsel to the Committee, and FTI Consulting to serve
as the Committee's financial advisor.

A Sun Capital affiliate, Sundae Group Holdings, offered to pay
about $120 million for the business.  The price includes enough
cash to pay first-lien debt and an amount of cash for unsecured
creditors to be negotiated with the official creditors' committee.
Aside from cash, Sun Capital made a credit bid from the $267.7
million in second-lien, pay-in-kind notes.  On Dec. 29, 2011, the
Bankruptcy Court entered an order approving the sale to Sundae
Group.  The sale closed on Jan. 9, 2012.  Friendly Ice Cream Corp.
was renamed to Amicus Wind Down Corporation following the sale.

Friendly's was one of two companies under Sun Capital's portfolio
to file for bankruptcy in a span of two days.  Mexican-food chain
Real Mex, which operates restaurants such as Chevys, filed in
Delaware bankruptcy court on Oct. 3, 2011.


GENERAC POWER: S&P Lowers CCR to 'B+' on Aggressive Finc'l. Risk
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating of Waukesha, Wis.-based Generac Power Systems Inc. to 'B+'
from 'BB-'. The rating outlook is stable.

"At the same time, we withdrew our issue-level ratings on the
company's prior $150 million revolving credit due 2017, its $325
million term loan due 2017 and its $325 million term loan due
2019, all of which have been repaid. We moved all ratings from
CreditWatch, where they were placed with negative implications on
May 8, 2012," S&P said.

"The downgrade on Generac reflects the increase in its debt
leverage and a more aggressive financial risk profile," said
Standard & Poor's credit analyst Megan Johnston. "The corporate
credit rating on Generac reflects our revised view of the
company's financial risk as 'aggressive' given ownership's recent
action to significantly increase debt to fund payment of a $408
special dividend to shareholders. The aggressive financial risk
assessment is also characterized by strong free cash flow
generation as well as our estimate of pro forma leverage (as of
March 31, 2012) after the transaction of about 4.0x (versus 2.5x
prior to the dividend) and our estimate of funds from operations
(FFO) to debt of about 25% vs. 35% as of Dec. 31, 2011."

"The ratings also reflect what we consider to be Generac's 'weak'
business risk, which is characterized by the highly discretionary
nature of its residential standby generator products and exposure
to raw material cost inflation, offset by a leading share in the
residential standby generator market, increasing market
penetration, and higher margins than its peers," S&P said.

"Generac primarily manufactures standby and portable generators
for residential, industrial, light commercial, and
telecommunications use in the U.S. About half of the company's
sales are derived from the residential generator market, where
storm preparedness and power outages due to an aging electrical
grid drive the largely discretionary customer purchases," S&P
said.

"The stable outlook reflects our expectation that Generac's
positive free cash flow generation, based on relatively high
margins and low cash expenses for interest, taxes, and capital
expenditures, will allow it to maintain leverage at or below 4x
over the next several quarters, with FFO to debt in excess of 20%.
This is a level we consider good for the rating assuming that
further debt financed dividends or acquisitions do not take place
in the near term," S&P said.

"We could take a negative rating action if sales and EBITDA were
worse than expected, resulting in leverage exceeding 5x. This
could occur if sales were to turn negative and margins were to
deteriorate approximately 300 basis points from current levels. In
addition, we could take a negative rating action if the company
were to use additional debt to finance significant acquisitions or
shareholder-friendly actions such as share repurchases or
dividends such that leverage exceeded 5x on a sustained basis,"
S&P said.

"We view a positive rating action as unlikely over the near term
given our view of the company's weak business risk profile and
aggressive financial risk profile," S&P said.


GENOIL INC: Incurs C$416,000 Net Loss in First Quarter
------------------------------------------------------
Genoil Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 6-K disclosing a net loss of
C$416,405 for the three months ended March 31, 2012, compared with
a net loss of C$1.47 million for the same period during the prior
year.

The Company's balance sheet at March 31, 2012, showed
C$4.51 million in total assets, C$4.72 million in total
liabilities and a C$210,368 deficit.

"The ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercializing its technologies, and obtaining the
necessary financing in order to develop these technologies
further," the filing said.

A copy of the filing is available for free at:

                       http://is.gd/LwzzH3

                        About Genoil Inc.

Genoil Inc. is a technology development company based in Alberta,
Canada.  The Company has developed innovative hydrocarbon and oil
and water separation technologies.

The Company specializes in heavy oil upgrading, oily water
separation, process system optimization, development, engineering,
design and equipment supply, installation, start up and
commissioning of services to specific oil production, refining,
marine and related markets.


GRANITE DELLS: Gets OK to Use Arizona ECO's Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona signed a
stipulated order authorizing Granite Dells Ranch Holdings, LLC's
interim use of Arizona ECO Development, LLC's cash collateral.

The Debtor would use the cash collateral to pay its normal and
ordinary operating expenses (as utilities, insurance, fence
repairs and other ordinary expenses) as will come due in the
ordinary course of the Debtors' business and to maintain and
operate the Debtor's property.

The Court authorized the Debtor to pay:

   -- electric utility fees and deposits in the amount of $350 for
      May 2012, $100 for June 2012, and $100 for July 2012.

   -- the sum of $3,200 to the Arizona State Land Department
      relative to Debtor's ground lease.

   -- monthly insurance premiums for the Travelers Property &
      Casualty policy in the amount of $1,758 for April 2012,
      $1,758 for May 2012, $1,758 for June 2012, and $1,758 for
      July 2012.

   -- a total of up to $6,000 to repair the Debtor's fences
      through July 31, 2012, and up to a total of $2,250 for
      various miscellaneous expenses through July 31, 2012,
      provided all expenditures are evidenced by documented
      payments to third-parties.  All the documents will be
      promptly provided to AED.

The Court also ordered that the source of the payments may not
include revenues paid from Hansen Aggregates unless otherwise
provided by further order of the Court after proper notice to the
secured creditor.

In its motion to use cash collateral, the Debtor said that in
addition to replacement liens and any equity cushion, the Debtor
will make adequate protection payments to AED totaling not less
than $283,555 to AED through the July 2012 budget period.

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

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

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

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

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.


GRAY TELEVISION: 10 Directors Elected at Annual Meeting
-------------------------------------------------------
Gray Television, Inc., held its annual meeting of shareholders on
May 30, 2012.  At the meeting, each of the director nominees was
elected to hold office until the Company's next annual meeting of
shareholders and until their successors have been duly elected and
qualified.  In addition, the amendments to the Company's 2007 Long
Term Incentive Plan were approved and the appointment of McGladrey
& Pullen, LLP, as the Company's independent registered public
accounting firm for 2012 was ratified.

The newly elected directors are:

   (1) Richard L. Boger;
   (2) Ray M. Deaver;
   (3) T. L. Elder;
   (4) Hilton H. Howell, Jr.;
   (5) Robin R. Howell;
   (6) William E. Mayher, III;
   (7) Howell W. Newton;
   (8) Hugh E. Norton;
   (9) Robert S. Prather, Jr.; and
  (10) Harriett J. Robinson.

                      About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

                           *     *     *

Gray Television carries 'Caa1' corporate family rating and
probability of default rating, with stable outlook, from Moody's.

"Moody's views the company's current level of financial leverage,
as exacerbated by a concentrated maturity profile, to be
unsustainable for a TV broadcaster and indicative of elevated
restructuring risk over the longer-term," said Moody's Russell
Solomon, Senior Vice President, in April 2010.  Pro forma for the
pending transaction, all of Gray's debt (including its debt-like
Series D Preferred Stock) comes due in 2014-2015.  Moody's
believes Gray will need to significantly reduce its debt with free
cash flow and will probably need to issue additional equity in
order to further moderate its leverage profile over the next few
years prior to accessing the capital markets again to refinance
current obligations.  The Caa1 CFR incorporates Moody's view that
leverage will remain excessive over at least the next two years.

As reported by the TCR on April 9, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Atlanta, Ga.-based
TV broadcaster Gray Television Inc. to 'B' from 'B-'.

"The 'B' rating reflects company's still-high debt leverage and
weak discretionary cash flow, as well as our expectation that the
company will maintain adequate headroom with its financial
covenants in the absence of any further tightening of covenant
thresholds.  The stable rating outlook reflects our expectation
that Gray will maintain lease-adjusted debt to average trailing-
eight-quarter EBITDA below 7.5x.  We also expect the company to
generate modest positive discretionary cash flow in 2012," S&P
said.


HANDY & HARMAN: S&P Withdraws 'B' Corp. Credit Rating at Request
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' preliminary
corporate credit rating on Handy & Harman Group Ltd. at the
company's request.

"At the same time, we withdrew our preliminary 'B' issue rating on
Handy & Harman Group Ltd.'s proposed $200 million term loan B due
2018," S&P said.


HARPER BRUSH: Access to UMB & IDEA Cash Collateral Expires June 14
------------------------------------------------------------------
Harper Brush Works, Inc., this week hammered out a deal that
permits it to use, on an interim basis, cash securing obligations
to its prepetition secured creditors, UMB Bank, N.A., and the Iowa
Economic Development Authority.

The Stipulation and Consent Order provides the Debtor with interim
funding to pay regular, customary, usual, necessary and ordinary
expenses of the Debtor post-petition pursuant to a 21-day budget.
The Debtor will also pay its essential employees their accrued and
unpaid wages, salaries and commissions, including all payroll
taxes and other obligations due, through and including May 28,
2012, in an amount not to exceed $130,000.  The Debtor believes
the amount due to their employees, including proposed chief
restructuring officer Marc B. Ross, were entitled to a priority
wage claim under Bankruptcy Code Section 507(a)(4).

A final hearing on the Cash Collateral Motion will be heard June
14, 2012 at 10:30 a.m.

The deal, approved by the Court on June 6, expires -- and the
Debtor?s right to use Cash Collateral -- terminate,s unless
extended by further Court order or by express written consent of
Secured Creditors, on the earlier of (i) June 14, 2012; (ii) the
first business day after the date of the final hearing on the
Debtor?s use of Cash Collateral, which will be held no later than
June 14, 2012; (iii) the failure of the Debtor to comply with any
provision of the Order; (iv) the entry of an order authorizing, or
there shall occur, a conversion or dismissal of the case under
Bankruptcy Code Section 1112; (v) the entry of an order appointing
a trustee, or appointing an examiner with powers exceeding those
set forth in Bankruptcy Code Section 1106(b); (vi) the closing of
a sale of all or a substantial portion of the assets of the
Debtor; (vii) entry of an order granting, or there shall arise, a
security interest, mortgage, lien, claim, charge, or encumbrance
which is equal or senior to the Replacement Liens; (viii) the
cessation of day-to-day operations of Debtor; (ix) any loss of
accreditation or licensing of the Debtor that would materially
impede or impair the Debtor?s ability to operate as a going
concern; and (x) any material provision of the Order for any
reason ceases to be enforceable, valid, or binding upon the
Debtor, or any party so asserts in writing.

As reported by the Troubled Company Reporter, the Debtor said it
does not anticipate that it will be necessary to seek final use of
cash collateral, because the Debtor is, and has for several weeks
now, been engaged with no less than three potential, outside
third-party lenders, to provide secured, post-petition Debtor-In-
Possession Senior Credit Facility Financing, that will prime the
current Secured Creditors, and that will provide sufficient
postpetition financing to carry the Debtor through confirmation of
a plan of reorganization.  The Debtor also has been in discussions
with and intends to seek approval to retain investment bankers to
assist in bringing permanent replacement financing to the Debtor.

In its Motion, the Debtor said it is liable to UMB:

     a. pursuant to a Term Promissory Note, Loan #9001, dated
        May 20, 2010, in the principal amount of $1,200,000
        payable in 60 monthly instalments of $22,548 each
        commencing June 20, 2010.  According to UMB, as of
        May 24, 2012, there is due and owing principal of
        $728,765 and interest of $96.16;

     b. pursuant to a Revolving Credit Facility Promissory Note,
        Loan #0100, dated Feb. 9, 2012, in the principal amount
        of $8,000,000 payable on demand.  According to UMB, as
        of May 24, 2012, there is due and owing principal of
        $4,330,995 and interest of $7,736, for a total of
        $4,338,731;

The Debtor believes it is liable to the IEDA for $80,000.

According to the Stipulation, UMB and IEDA hold validly perfected
and enforceable liens on and security interests in the Debtor's
assets.  UMB also holds validly perfected and enforceable liens on
and security interests in certain real property commonly known as
2400 N. Memorial Drive, in Greenville, North Carolina, pursuant to
a deed of trust dated Feb. 9, 2012 by and between UMB and PGV
Properties, LLC and related documents.  IEDA holds validly
perfected and enforceable second mortgage liens on two real estate
properties commonly known as 406 North 2nd Street, in Fairfield,
Iowa, and 600 South 23rd Street, also in Fairfield, pursuant to a
mortgage dated Feb. 1, 2012 executed by the Debtor in favor of
IEDA.

In its Motion, the Debtor proposes to provide adequate protection
of the claimed liens of Secured Lenders to the extent of their
claimed interests in the Cash Collateral, including replacement
liens in the same priority as held.  The Debtor also said there is
in excess of $9,000,000 of Collateral available in the Bankruptcy
Estate to oversecure the claims and liens of the Secured
Creditors.

The Debtor has provided a $50,000 retainer to its counsel.  The
funds will not be paid without Court approval and pursuant to a
budget.  According to the Stipulation, the Secured Creditors do
not waive their right to object to the reasonableness of any
counsel fees and expenses.

Counsel for UMB Bank is:

          Lisa Epps Dade, Esq.
          SPENCER FANE BRITT & BROWNE LLP
          1000 Walnut Street, Suite 1400
          Kansas City, MO 64106-2140
          Tel: 816/292-8881
          Fax: 816/474-3216
          E-mail: leppsdade@spencerfane.com

Counsel for the Iowa Economic Development Authority:

          Thomas L. Flynn, Esq.
          BELINMCCORMICK, P.C.
          666 Walnut Street, Suite 200
          Des Moines, IA 50309-3999
          Tel: 515/243-7100
          Fax: 515/558-0605
          E-mail: tlflynn@belinmccormick.com

                     About Harper Brush Works

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.  Marc
B. Ross serves as the Debtor's Chief Restructuring Officer.


HARPER BRUSH: Sec. 341 Creditors' Meeting Set for July 2
--------------------------------------------------------
The U.S. Trustee will convene a Meeting of Creditors under 11
U.S.C. Sec. 341(a) in the Chapter 11 case of Harper Brush Works,
Inc., on July 2, 2012, at 2:00 p.m. at Des Moines Room 783 Federal
Building.

Proofs of claim are due in the case by Oct. 1, 2012.

Fairfield, Iowa-based Harper Brush Works, Inc., filed a Chapter 11
petition (Bankr. S.D. Iowa) in Des Moines on May 29, 2012.
Family-owned Harper Brush -- http://www.harperbrush.com/--
provides more than 1,000 products, including pushbrooms, mops,
floor squeegees, automotive brushes, dust pans, and buckets.  The
Company disclosed assets of $10.4 million against debt totaling
$10 million, including $6 million owing to secured creditors.

Judge Anita L. Shodeen presides over the case.  Donald F. Neiman,
Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor &
Fairgrave, P.C., serve as bankruptcy counsel to the Debtor.  Marc
B. Ross serves as the Debtor's Chief Restructuring Officer.

Counsel for secured creditor UMB Bank is Lisa Epps Dade, Esq., at
Spencer Fane Britt & Browne LLP.  Counsel for secured creditor,
the Iowa Economic Development Authority, is Thomas L. Flynn, Esq.,
at BelinMcCormick, P.C.


HEMCON MEDICAL: Names Barry Starkman as Chief Executive
-------------------------------------------------------
Elliot Njus at The Oregonian reports HemCon Medical Technologies
Inc. hired Barry Starkman, a former Genentech manager, as its
chief executive.

According to the report, Mr. Starkman joined HemCon as it
reorganizes in Chapter 11 bankruptcy after a $34.2 million court
ruling against the company in a patent lawsuit.  Mr. Starkman said
he's bullish on HemCon's core bandage business, as well as its
emerging business in freeze-dried human plasma for use in
battlefield first aid.

The report relates Mr. Starkman will focus on shepherding freeze-
dried plasma through its clinical trials.  "It's a really good fit
for me.  We're a military family, I'm proud to say.  That
connection to the military is important to me," the report quotes
Mr. Starkman as saying.

The report says Mr. Starkman replaces John W. Morgan, who left the
company in 2011.

                        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.


HENRY CO: S&P Affirms 'B' Corporate Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on El Segundo, Ca.-based Henry Co. LLC. The rating
outlook is stable.

"At the same time, we assigned our 'B+' (one notch above higher
than the corporate credit rating) issue-level rating and '2'
recovery rating to Henry Co. LLC's proposed $150 million first-
lien senior secured credit facility consisting of a $130 million
term loan and a $20 million revolver. The '2' recovery rating
indicates our expectation of substantial (70% to 90%) recovery in
the event of a payment default," S&P said.

"We also assigned a 'CCC+' (two notches below the corporate credit
rating) issue-level rating and '6' recovery rating to the
company's proposed $50 million second-lien senior secured credit
facility. The '6' recovery rating indicates our expectation for
negligible (0% to 10%) recovery in the event of a payment
default," S&P said.

Henry intends to enter into the new credit facilities to fund the
previously announced acquisition of the company by Graham
Partners.

"The rating actions follows Henry's acquisition by Graham Partners
and the proposed entry into $200 million of new senior secured
credit facilities, including a new $20 million five-year revolving
credit facility, $130 million six year term loan, and $50 million
of 6.5 year second lien debt," said Standard & Poor's credit
analyst Tobias Crabtree. "Our affirmation incorporates our
expectation that Henry's leverage could decline to the mid-to-high
4x area over the next 12 months, compared with its pro forma level
for transaction of about 5x."

"The 'B' corporate credit rating on Henry reflects what Standard &
Poor's Ratings Services considers to be the company's 'highly
leveraged' financial risk and 'adequate' liquidity position given
our expectation for covenant cushion to remain at 15% or more over
the next 12 months. The ratings also reflect what we consider to
be the company's 'weak' business risk given its high customer
concentration risk and considerable exposure to weak residential
and nonresidential construction end markets. The company maintains
leading positions in its roof cements and coatings and wax
emulsions products, and we believe its asbestos-related claims
connected to its prior roofing products are sufficiently addressed
by its insurance coverage at this time."

Henry is a private-equity-owned supplier of roof cements and
coatings, air and vapor barriers, and wax emulsions for moisture
resistant gypsum board, serving customers in the residential and
commercial construction end markets.

"The stable rating outlook reflects our expectation that Henry's
operating performance during the next 12 months will result in
credit measures that we would consider to be in line with the
ratings given the company's weak business risk profile. We expect
adjusted leverage to be in the mid-to-high 4x area at the end of
2012 based on adjusted EBITDA of approximately $40 million. This
expectation is based on a gradual recovery in residential
construction activity leading to minimal changes in volumes and
pricing from recent levels. The outlook also incorporates our view
that the company's liquidity will remain adequate and that its
covenant cushion will be at least 15% over this time period," S&P
said.

"We could lower the rating if the company's cushion with regards
to its tightening financial covenants were to fall below 10%. This
could occur if adjusted EBITDA were to decline to the low-$30
million range in 2012 due to materially lower sales volumes from
reduced construction activity or a severe drop in margins due to
rapidly rising raw material costs," S&P said.

"We view an upgrade to be less likely over the next 12 months,
given our relatively subdued housing forecast. However, a positive
rating action could occur if leverage were likely to be maintained
below 4x. This could happen if adjusted EBITDA were to approach
$50 million over the next year due to a greater-than-expected
recovery in residential and commercial construction, coupled with
debt repayment from free cash flow generation," S&P said.


HERCULES OFFSHORE: Hercules 185 Rig Suffers Extensive Damage
------------------------------------------------------------
Hercules Offshore, Inc., reported that the Hercules 185
experienced damage to its legs during the oceanic voyage from the
U.S. Gulf of Mexico to Angola.  After discovery of the damage to
the Rig, the Company conducted a survey of the Rig's legs above
and below the water line.  During the survey, the Company
discovered extensive damage to various portions of the Rig's legs.

At this time, the Company believes that it is unfeasible to repair
the damage and return the Rig to service.  The Company has
notified its customer regarding the condition of the Rig and the
Company intends on negotiating with the customer regarding the
appropriate resolution of the existing contract for the Rig.
Additionally, the Company has notified its insurance underwriters
of the additional damage and will make a claim under the Company's
insurance policies once the full extent of the damage has been
identified.  While the Company believes that the damage is covered
by its insurance policies, until a full investigation into the
incident and the damage is completed, it is difficult to predict
the amount of any insurance recovery.  The Rig has a net book
value of $47 million.  In addition, the Company has recorded an
asset of approximately $5 million related to mobilization and
contract preparation costs, and a liability of $3 million related
to a lump-sum fee received from the Rig's customer for contract-
specific capital equipment.

                      About Hercules Offshore

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

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

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

                           *     *     *

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

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

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

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


HMK MATTRESS: S&P Gives 'B-' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' corporate
credit rating to Hicksville, N.Y.-based HMK Mattress Holdings LLC.
The outlook is stable.

"At the same time, we assigned a 'B-' issue-level rating with a
'3' recovery rating to the $170 million term loan issued by
subsidiary HMK Mattress Intermediate LLC. The '3' recovery rating
indicates our expectation for meaningful (50% to 70%) recovery of
principal in the event of a payment default," S&P said.

"Sleepy's used proceeds from the term loan, preferred stock
issuance, and cash on hand to fund a $278 million dividend to
existing shareholders and refinance approximately $32 million in
mortgage notes and other existing indebtedness," S&P said.

"The rating on Sleepy's reflects our expectation that moderate
operational improvement and consistent cash flow generation will
offset the relatively large debt load the company is acquiring in
the transaction," said Standard & Poor's credit analyst Diya Iyer.
"It is also based on our assessment that its financial risk is
'highly leveraged' and its business risk is 'vulnerable.'"

"The outlook is stable. Pro forma credit metrics are in line with
a highly leveraged financial risk profile. We expect that
operational improvement and modest debt reduction will result in
improved credit measures over the intermediate term but not enough
to warrant a change in this assessment. We could lower the rating
if the company's interest coverage ratio approaches 1x. This could
occur if sales decline by a low- to mid-single-digit percent rate
and gross margins fall 400 basis points from expectations. It
could also occur if SG&A grows at a double-digit percent rate
compared with the current mid-single-digit rate. In this scenario,
EBITDA would decline 35%. Given Sleepy's credit measures,
acquisition integration risks, and continued geographic expansion,
we are not expecting to raise our ratings over the near term," S&P
said.


HO'OULU LLC: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Ho'oulu LLC
        310 Muliwai Drive
        Wailuku, HI 96793

Bankruptcy Case No.: 12-01199

Chapter 11 Petition Date: June 5, 2012

Court: United States Bankruptcy Court
       District of Hawaii (Honolulu)

Debtor's Counsel: Ramon J. Ferrer, Esq.
                  LAW OFFICE OF RAMON J. FERRER
                  135 S. Wakea Ave., Suite 204
                  Kahului, HI 96732
                  Tel: (808) 891-1414
                  Fax: (808) 877-3682
                  E-mail: ramonlawfirm@hotmail.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
County of Hawaii Real     Property Taxes         $55,000
Prop. Tax
101 Pauahi Street #4
Hilo, HI 9672

The petition was signed by Noenoe M. Lindsey, member manager.


HP COMMUNITIES: S&P Raises Rating on Series 2008C From 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term ratings on
HP Communities LLC's military housing revenue bonds series 2008A,
2008B, and 2008C to 'AA- (sf)', 'A- (sf)', and 'BBB+ (sf)' from
'A- (sf)', 'BB+ (sf)', and 'BB (sf)'. The outlook is stable.

"The upgrade reflects our view of improved debt service coverage,
the moderate-to-high essentiality of various air force bases in
the project area, improved occupancy at the bases, and timely
construction at all the bases," said Standard & Poor's credit
analyst Ki Beom Park.

"Partly offsetting the above-mentioned strengths is our view of no
increase in average basic allowance for housing rates for Little
Rock, Hanscom, and Patrick AFB," S&P said.

Upon stabilization, the project will have a total of 2,619 units.


INTELLICELL BIOSCIENCES: Authorized Shares Hiked to 500 Million
---------------------------------------------------------------
Intellicell Biosciences, Inc., filed a certificate of amendment to
its Articles of Incorporation, as amended, to increase the
authorized number of shares of common stock of the Company from
250,000,000 shares to 500,000,000 shares.

On May 30, 2012, a majority of the voting capital stock of the
Company took action by written consent pursuant to Section 78.320
of the Nevada Revised Statutes to approve the Authorized Capital
Change.

                   About Intellicell Biosciences

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

The Company's balance sheet at March 31, 2012, showed $3.51
million in total assets, $21.97 million in total liabilities, and
a $18.46 million total stockholders' deficit.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.


IRON MOUNTAIN: Moody's Affirms 'Ba3' CFR/PDR; Outlook Still Neg.
----------------------------------------------------------------
Moody's Investors Service affirmed all long-term ratings of Iron
Mountain Incorporated, including the Ba3 Corporate Family Rating
("CFR"). Concurrently, the Speculative Grade Liquidity Rating was
lowered to SGL-3 from SGL-2. These rating actions follow
yesterday's announcement by Iron Mountain that it plans to pursue
a conversion to a real estate investment trust ("REIT"). The
ratings outlook remains negative.

Moody's affirmed the below ratings of Iron Mountain Incorporated:

Corporate Family Rating, Ba3

Probability of Default Rating, Ba3

Senior subordinated shelf expiring 2013, (P)B1

GBP150 million 7.25% senior subordinated notes due 2014, B1
(LGD4, 64%)

$318 million 6.625% senior subordinated notes due 2016, B1
(LGD4, 64%)

$200 million 8.75% senior subordinated notes due 2018, B1
(LGD4, 64%)

EUR225 million 6.75% senior subordinated notes due 2018, B1
(LGD4, 64%)

$400 million 7.75% senior subordinated notes due 2019, B1 (LGD4,
64%)

$300 million 8% senior subordinated notes due 2020, B1 (LGD4,
64%)

$548 million 8.375% senior subordinated notes due 2021, B1
(LGD4, 64%)

Moody's affirmed the following rating of Iron Mountain Nova Scotia
Funding Company:

C$175 million 7.5% senior subordinated notes due 2017, B1 (LGD4,
64%)

Moody's affirmed the following ratings of Iron Mountain
Information Management, Inc.:

$725 million senior secured revolver due 2016, Baa3 (LGD1, 8%)

$500 million senior secured term loan A due 2016, Baa3
(LGD1, 8%)

Ratings Rationale

"Part of Iron Mountain's long-term plan as a REIT is to lower
financial leverage, which could be credit positive if executed,"
stated Moody's analyst Suzanne Wingo. However, there are a number
of operational and technical hurdles that must be met to obtain
the favorable IRS rulings. "In the meantime, Iron Mountain's
liquidity will be constrained by the substantial upfront cash
costs necessary to facilitate the conversion, and the resulting
impact those costs will have on the ability to comply with the 1.2
times fixed charge covenant contained within the senior secured
credit facility."

As such, Moody's lowered Iron Mountain's liquidity rating to SGL-3
from SGL-2 to reflect Moody's expectation over the next twelve
months for negative cash flow after ordinary and special
dividends, required tax recapture payments, and other one-time
conversion costs. Moody's anticipates that Iron Mountain will need
to rely heavily on its revolver until longer-term financing can be
obtained. At March 31, 2012, $190 million was outstanding on the
$725 million revolver due 2016. Most of the company's $180 million
cash balance is located outside the United States and would likely
be subject to tax penalties if repatriated.

Iron Mountain expects to distribute in 2012 approximately $1.0 -
$1.5 billion related to an undistributed earnings and profits
dividend, with 20% paid in cash and the remainder paid in stock.
Before conversion, the company will also need to fund about $250
million in recapture taxes on depreciation and amortization
expense related to racking assets.

The Ba3 CFR reflects Iron Mountain's large and recurring revenue
base, which is diversified geographically and by customer. Its
well-established brand and considerable market share in North
America has enabled pricing power and a consolidated EBITDA margin
of about 30%. However, the document storage business faces secular
pressures stemming from the gradual shift away from paper towards
electronic media. In mature markets in particular, Moody's
believes it may become increasingly difficult for Iron Mountain to
offset volume weakness with price increases.

The negative outlook reflects near-term liquidity constraints
resulting from the high cash costs necessary to convert to a REIT.
Additionally, the outlook considers the uncertainties in financial
policies and capital structure going forward should the REIT
conversion not be approved. The outlook could be raised to stable
if the REIT conversion becomes more certain and if Iron Mountain
improves its liquidity position. The issuance of equity to reduce
financial leverage could also have a positive impact on the
ratings. The ratings could eventually be upgraded if the company
achieves its operational goals in the international business while
maintaining at least modestly positive consolidated revenue
growth, such that financial leverage can be sustained below 4
times on a Moody's adjusted basis. Conversely, the ratings could
be lowered if the REIT conversion were unsuccessful and changes in
financial policy were expected to cause financial leverage to
approach 5 times on a sustained basis.

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

Headquartered in Boston, Massachusetts, Iron Mountain is an
international provider of information storage and related
services. Annual revenues are approximately $3 billion.


ISTAR FINANCIAL: Seven Directors Elected at Annual Meeting
----------------------------------------------------------
iStar Financial Inc. held its 2012 annual meeting of shareholders
in New York, New York, on May 31, 2012, for the purpose of: (i)
electing seven directors to its board of directors, (ii) ratifying
the appointment of PricewaterhouseCoopers LLP as its independent
registered public accounting firm for the fiscal year ending
Dec. 31, 2012, and (iii) approving, on an advisory basis, the
compensation of its named executive officers and other named
officers.  The newly elected directors are:

   (1) Jay Sugarman;
   (2) Robert W. Holman, Jr.;
   (3) Robin Josephs;
   (4) John G. McDonald;
   (5) George R. Puskar;
   (6) Dale Ann Reiss; and
   (7) Barry W. Ridings.

                        About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company reported a net loss of $25.69 million in 2011,
compared with net income of $80.20 million in 2010.

The Company's balance sheet at March 31, 2012, showed $7.58
billion in total assets, $6.08 billion in total liabilities and
$1.50 billion in total equity.

                           *     *     *

As reported by the TCR on March 29, 2011, Fitch Ratings has
upgraded the Issuer Default Rating to 'B-' from 'C'.
The upgrade of iStar's IDR is based on the improved liquidity
profile of the company, pro forma for the new senior secured
credit agreement (the new financing) that extends certain of the
company's debt maturities, relieving the overhang of significant
secured debt maturities in June 2011.

As reported by the Troubled Company Reporter on March 22, 2011,
Standard & Poor's said that it raised its counterparty credit
rating on iStar Financial Inc. to 'B+' from 'CCC' and removed it
from CreditWatch where it was placed with positive implications on
Feb. 23.  The outlook is stable.

"The upgrade reflects the company's closing of a $2.95 billion
senior secured credit facility, which it will use to refinance the
company's existing secured bank facilities and repay a portion of
the company's unsecured debt," said Standard & Poor's credit
analyst Jeffrey Zaun.  If S&P's analysis of the new secured
facility indicates 100% or more collateral coverage, S&P will rate
the issue 'BB-'.  If S&P's analysis of collateral indicates less
than 100% coverage, S&P will rate the issue 'B+'.


J.C. PENNEY: Fitch Keeps 'BB+' Issuer Default Rating; Outlook Neg
-----------------------------------------------------------------
Fitch Ratings has affirmed its Issuer Default Rating (IDR) on J.C.
Penney Co., Inc. and J.C. Penney Corporation, Inc. at 'BB+' but
revised the Rating Outlook to Negative from Stable.

The ratings reflect significant execution risk for J.C. Penney
over the next 12-18 months given the company's new pricing and
promotional strategy and its attempt to address fundamental areas
such as merchandising, costs, and investments in its store base.
The company should be able to take costs out of the system given a
bloated expense structure to fund the much needed investments in
its physical store base.  However, the jury remains out on whether
consumers will buy into the new merchandising and pricing
structure to enable J.C. Penney to turn around faltering sales and
sustainably improve the profitability of its business once it gets
through this transformational year.

The revision in the Outlook reflects worse than expected first-
quarter performance, highlighting the significant deterioration in
traffic as J.C. Penney moves toward a more everyday value strategy
with significantly reduced promotions, a marked departure from the
industry's high-low promotional strategy.  The cash burn was also
disappointing although the company still has adequate liquidity to
fund its investments (including an undrawn $1.5 billion credit
facility) and could potentially see improvement in working
capital.  The accelerated expense reduction (with $900 million in
cost savings expected this year versus 2013), the dividend cut,
and the potential to monetize non-core assets should support the
company's liquidity position.

Fitch now believes that the top line could contract in the low
double-digit range versus its prior expectation of a high single-
digit range decline in 2012.  In addition, sales could be
disrupted by clearing out any excess merchandise as the company
continues to adjust inventory levels and by remodeling activity
related to rolling out the 'store-within-a-store' initiative at
the beginning of second half 2012.

Fitch expects gross margin in 2012 will be flat to 2011 levels
(estimated at around 37% of sales excluding any one-time charges,
the lowest level over the last decade, versus an average of 39%
between 2005 and 2010), and selling, general and administrative
expense (SG&A) to decline over 10% in dollar terms.

As a result, 2012 EBITDA is expected to be $1.1 billion to
$1.2 billion and leverage is expected to be in the high 3.0x level
(these figures exclude non-cash pension expense, stock-based
compensation and restructuring charges).

J.C. Penney would have to show sequential improvement in sales,
margin rate and cash flow generation over the remainder of 2012
and leverage would have to remain well within 4.0x in 2013 in
order to maintain current rating levels.

Fitch has affirmed the ratings on J.C. Penney as follows:

J.C. Penney Co., Inc.

  -- IDR at 'BB+'.

J.C. Penney Corporation, Inc.

  -- IDR at 'BB+';
  -- $1.5 billion senior secured bank credit facility at 'BBB-';
  -- $3.1 billion senior unsecured notes and debentures at 'BB+'.

The Rating Outlook is Negative.


J&J REAL ESTATE: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: J&J Real Estate Holdings, LLC
        dba Jerel's Club 95, LLC
        dba Re-Pete's Saloon and Grill, LLC
        W12808 Charcoal Road
        Hixton, WI 54635

Bankruptcy Case No.: 12-13323

Chapter 11 Petition Date: June 5, 2012

Court: United States Bankruptcy Court
       Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Galen W. Pittman, Esq.
                  GALEN W. PITTMAN, S.C.
                  300 N. 2nd Street, Suite 210
                  P.O. Box 668
                  La Crosse, WI 54602-0668
                  Tel: (608) 784-0841
                  E-mail: galenpittman@centurytel.net

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

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

A copy of the Company's list of its six largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/wiwb12-13323.pdf

The petition was signed by Jennifer Lyn Gunning, member.


KIWIBOX.COM INC: Amends 2011 Annual Report
------------------------------------------
Kiwibox.com, Inc., filed with the U.S. Securities and Exchange
Commission amendment no. 1 to its annual report on Form 10-K
for the purpose of restating the financial statements for the
fiscal year ended Dec. 31, 2011.  The restatement involves the
correction of certain balances at Dec. 31, 2011.  The restatements
do not have an effect on net loss in 2011, but had a material
effect on current assets, current liability and total
stockholders' equity.

The restated balance sheet at Dec. 31, 2011, reflects
$8.24 million in total assets, $16.32 million in total
liabilities, all current, and an $8.21 million total stockholders'
impairment.  The Company originally reported $8.35 million in
total assets, $16.32 million in total liabilities, all current,
and a $7.97 million total stockholders' impairment.

Certain errors resulting from omission of the effects of
transactions involving the Company's foreign subsidiary during the
year ended Dec. 31, 2011, and the related effect on accumulated
other comprehensive loss were discovered by management of the
Company during the current year.

A copy of the amended annual report is available for free at:

                        http://is.gd/AJEEd4

                         About Kiwibox.com

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective July
1,  2011, Kiwibox.com, Inc., became the owner of Kwick! --a top
social network community based in Germany.  Kiwibox.com shares are
freely traded on the bulletin board under the symbol KIWB.OB.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
expressed substantial doubt about Kiwibox.Com's ability to
continue as a going concern, after reviewing the Company's
financial statements as of and for the three and nine-month
periods ended Sept. 30, 2011, and 2010.  The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficiency as of Sept. 30, 2011.

In its report on the 2011 financial statements, Rosenberg Rich
Baker Berman & Company, in Somerset, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficiency as of Dec. 31, 2011.

The Company reported a net loss of $5.90 million in 2011, compared
with a net loss of $3.97 million in 2010.

The Company's balance sheet at March 31, 2012, showed $8.27
million in total assets, $16.92 million in total liabilities, all
current, and a $8.64 million total stockholders' impairment.


KLN STEEL: Mcdermott Will OK'd to Aid in Govt. Deal Bid Protest
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized KLN Steel Products Company LLC, et al., to employ
Mcdermott Will & Emery LLP as special counsel.

As reported in the Troubled Company Reporter on April 11, 2012, as
special counsel, the firm will provide the Debtors with legal
representation respecting ongoing litigation in a bid protest of a
government contract pending before the United States Court of
Federal Claims, Furniture by Thurston v. United States.

The firm represented the Debtors prior to the filing of the
Debtors' bankruptcy cases, and has been selected by the Debtors
for the proposed postpetition engagement because of its expertise
and familiarity with the Debtors.

The firm does not hold any interest adverse to the Debtors or
their respective estates.

The firm will coordinate its efforts with Debtors' general
bankruptcy counsel to prevent any duplication of effort, and
thereby aid the Debtors in effectuating an effective
reorganization.

                    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.


LIGHTSQUARED INC: Lenders Set Down Terms for Cash Use
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured lenders to LightSquared Inc. laid out the
terms on which they will allow the company for 90 days to use cash
representing collateral for their claims.  The lenders say they
will allow use of the collateral so long as each dollar used
becomes a loan to the bankruptcy company with the highest priority
except for specified secured creditors.  The lenders want their
interest paid each month, along with their professional fees. In
addition, the lenders want the ability to investigate Philip
Falcone's Harbinger Capital Partners LLC, which controls 96
percent of LightSquared.

The report recounts that LightSquared filed under Chapter 11
without agreement to use lenders' cash.  At a hearing early in the
case, the lenders objected to cash use, forcing LightSquared to go
ahead for the time being using $15 million not making up part of
the lenders' collateral.  LightSquared's lawyer told the judge
that free cash would be exhausted by early July.  Absent their
consent, the lenders argue the bankruptcy judge has no right to
allow use of cash because LightSquared has no ability to provide
what's referred to as adequate protection, or new collateral to
compensate for cash that's consumed.

According to Mr. Rochelle, the Chapter 11 reorganization may end
up as a fight for control between the lenders and Harbinger, the
controlling shareholder.

                        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.


LIQUIDMETAL TECHNOLOGIES: Adds Visser as Contract Manufacturer
--------------------------------------------------------------
Liquidmetal Technologies Inc. has reached an agreement with
Visser Precision Cast, LLC, a subsidiary of Furniture Row, LLC, to
provide manufacturing services to Liquidmetal.  VPC is based in
Colorado.  As part of this strategic agreement, VPC will provide
mold and manufacturing technologies to Liquidmetal and its
Certified Liquidmetal Partners to ensure that customers will be
provided consistently high-quality products and support services.

In addition, VPC agreed to make certain equity and debt
investments in Liquidmetal Technologies, LLC.  In particular, VPC
purchased 20 million shares of Liquidmetal common stock on June 1,
2012, and agreed to purchase 10 million shares of common stock on
June 28, 2012, all at a price of $.10 per share.  VPC will also
receive warrants to purchase a total of 15 million shares of
Liquidmetal common stock at an exercise price of $.22 per share.
VPC also agreed to loan up to $2 million to Liquidmetal pursuant
to the terms of a 6% secured, convertible note in advances of $1
million each on Sept. 15, 2012, and Nov. 15, 2012.  Amounts due
under the loan may be converted by VPC to common stock of
Liquidmetal at a price of $.22 per share.  The equity and debt
investments are subject to certain funding conditions.

"Both company's achievements exemplify a deep commitment to
quality and cutting edge technologies.  We believe our agreement
with Visser Precision Cast represents the final link in our
ability to provide commercially produced Liquidmetal parts to our
customer base.  In many applications, our customers find
Liquidmetal to be stronger, lighter, and more resistant to
corrosion than existing machined alternatives.  By working with a
technology and manufacturing provider such as VPC, we ensure our
customers of extraordinary quality and the ability to scale
production," said Thomas Steipp, Liquidmetal President and CEO.

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

                        http://is.gd/2HzwMV

                   About Liquidmetal Technologies

Based in Rancho Santa Margarita, Calif., Liquidmetal Technologies,
Inc. and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.   The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

After auditing the 2011 financial statements, Choi, Kim & Park,
LLP, in Los Angeles, California, said that the Company's
significant operating losses and working capital deficit raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2012, showed
$2.02 million in total assets, $4.86 million in total liabilities,
and a $2.84 million total shareholders' deficit.


LP&D INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: LP&D, Inc.
        100B Maple Street
        Stoneham, MA 02180

Bankruptcy Case No.: 12-14894

Chapter 11 Petition Date: June 5, 2012

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtor's Counsel: Lee Harrington, Esq.
                  NIXON PEABODY LLP
                  100 Summer St.
                  Boston, MA 02110-2131
                  Tel: (617) 345-1000
                  E-mail: lharrington@nixonpeabody.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mab12-14894.pdf

The petition was signed by Paul Oliveira, vice president.


LPATH INC: Signs Consulting Agreement with Roger Sabbadini
----------------------------------------------------------
Lpath, Inc., entered into a new consulting agreement with Roger
Sabbadini, Ph.D., a named executive officer of the Company.  Under
the terms of the Agreement, Dr. Sabbadini, age 65, will transition
from full-time service as the Company's Vice President and Chief
Scientific Officer to a role as the Company's Vice President and
Scientific Founder.  Dr. Sabbadini will continue to devote more
than half of his workweek, as well as some time outside the normal
workweek, to provide scientific and intellectual property-related
services to the Company.  Dr. Sabbadini is professor emeritus of
Biology at San Diego State University.

Pursuant to the Agreement, the Company will pay to Dr. Sabbadini
$13,889 per month during the term of the Agreement, subject to
change from time to time as mutually agreed to by the parties.  In
addition, during the second quarter of each fiscal year, the
Company will pay to Dr. Sabbadini a bonus based on the Company's
success in receiving governmental grants to support the
development of its product candidates and the Company's
performance during the prior fiscal year.  Dr. Sabbadini will also
be eligible to receive additional compensation in the form of
stock options or restricted stock units at the discretion of the
Company's Board of Directors.

The Agreement expires Dec. 31, 2015, but is terminable prior to
that date by either Dr. Sabbadini or the Company at any time, with
or without advance notice, and with or without cause.  If the
Company terminates the Agreement without cause, the Company will
pay to Dr. Sabbadini $12,000 per month for 12 months, and certain
of Dr. Sabbadini's unvested stock options and RSUs will vest
immediately.

In the event the Company undergoes a change of control, after
which the Agreement is terminated without cause (by the Company or
its successors), (i) the Company will pay to Dr. Sabbadini 12
months of Direct Compensation and (ii) if such termination occurs
within 24 months following such change of control, the portion of
Dr. Sabbadini's unvested stock options and restricted stock units
that would have vested during the 24 months following the
termination will immediately vest and be exercisable by Dr.
Sabbadini for up to 12 months, each subject to Dr. Sabbadini's
execution of a full and complete release of all claims against the
Company.

The Agreement also contains non-competition and other provisions
intended to protect the Company's interests in the event the
Agreement is terminated.

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

The Company reported a net loss of $3.11 million in 2011, compared
with a net loss of $4.60 million in 2010.

The Company's balance sheet at March 31, 2012, showed $23.28
million in total assets, $16.07 million in total liabilities and
$7.21 million in total stockholders' equity.


LSP ENERGY: Taps PA Consulting as Energy Expert Advisor
-------------------------------------------------------
BankruptcyData.com reports that LSP Energy Limited Partnership
filed with the U.S. Bankruptcy Court a motion to retain PA
Consulting Group (Contact: Ron Norman) as independent energy
expert advisor at these hourly rates: member of management at $500
to $550, managing consultant at $440 to $465, principal consultant
at $375, consultant/consultant analyst at $270 to $315, technical
associate/analyst at $120 to $250 and administrator at $80.

                         About LSP Energy

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.


MAGNA CARD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Magna Card, Inc.
        36 East Long Avenue
        Du Bois, PA 15801

Bankruptcy Case No.: 12-70543

Chapter 11 Petition Date: June 5, 2012

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Judge: Jeffery A. Deller

Debtor's Counsel: James R. Walsh, Esq.
                  Kevin J. Petak, Esq.
                  SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423
                  E-mail: jwalsh@spencecuster.com
                          kpetak@spencecuster.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/pawb12-70543.pdf

The petition was signed by Paul Buckel, president.


MARKET STREET: Landowner Sets July 13 Plan Confirmation
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Market Street Properties LLC was able to schedule a
July 13 confirmation hearing for approval of a reorganization plan
when the bankruptcy court approved the explanatory disclosure
statement this week.  The first two mortgages, totaling about
$13.1 million, are to be paid in full with debt maturing in a
year. There will be no payments in the meantime.  Unsecured
creditors with about $17.2 million in claims are to divide
$100,000, assuming the plan is confirmed.

                 About Market Street Properties

Market Street Properties, L.L.C., the owner of seven acres on
the riverfront in New Orleans, filed for Chapter 11 bankruptcy
(Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009, represented
by Christopher T. Caplinger, Esq., Joseph Patrick Briggett, Esq.,
and Stewart F. Peck, Esq., at Lugenbuhl Wheaton Peck Rankin &
Hubbard, in New Orleans.  Cupkovic Architecture LLC serves as the
Debtor's architect; and Patrick J. Gros, CPA, as accountant.
James E. Fitzmorris, Jr., serves as political consultant and
advisor.  The Company disclosed $52,404,026 in assets and
$26,848,596 in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has not been
appointed in the Debtor's case.


MARKETING WORLDWIDE: Enters Into Exchange Pact with Investors
-------------------------------------------------------------
Marketing Worldwide Corporation entered a Securities Exchange
Agreement with two investors on May 22, 2012.  The Company
exchanged the remaining outstanding shares of Series A Convertible
Preferred Stock (1,691,901 shares) and Series B Convertible
Preferred Stock (1,192,308 shares) for 11,923 shares of the
Company's Series E 6% Convertible Preferred Stock.

In 2007, the Company sold 3,500,000 shares of Series A Convertible
Preferred Stock and issued 15,500,000 warrants to Vision
Opportunity Master Fund, Ltd., for gross proceeds of $3,500,000.
The Series A paid dividends of 9% per year.  In 2008, the Company
issued 1,192,308 shares of Series B Convertible Preferred Stock to
Vision Opportunity Master Fund, Ltd., for the cancellation of
15,500,000 warrants.  At Sept. 30, 2011, and March 31, 2012, the
Series A was listed as temporary equity on the Company's balance
sheet as $3,499,950 and $1,691,851, respectively.  Between
Sept. 30, 2011, and March 31, 2012, a portion of the Series A was
converted into common stock to eliminate $1,808,099 of temporary
equity.  The Securities Exchange Agreement eliminates the
remaining $1,691,851 of temporary equity on the balance sheet
attributed to the Series A.

In connection with the Securities Exchange Agreement, the Company
filed the Certificate of Designation of the Company's Series E 6%
Convertible Preferred Stock.  The Series E consists of 15,000
shares with a stated value of $100 per share and pays a 6% annual
dividend.  Each share of Series E can convert into shares of
common stock at the Conversion Price.  The Conversion Price is
determined prior to submitting a Conversion Notice and is
calculated using 50% of the lowest closing bid price during the 5
trading days prior to the Conversion Notice.  The Company issued
11,923 shares of Series E to eliminate the remaining outstanding
shares of Series A Convertible Preferred Stock (1,691,901 shares)
and Series B Convertible Preferred Stock (1,192,308 shares).

The Company obtained $160,000 from the sale of Promissory Notes
due Dec. 31, 2012.  The Promissory Note can convert into common
stock at a discount to the market price of the Company's common
stock.  The Conversion Price is calculated using 50% of the lowest
closing bid price during the 5 trading days prior to conversion.

The Company's board of directors and management are taking actions
based upon their informed business judgment to continue operations
for the benefit of the creditors and shareholders of the Company.
Since the Company is in the zone of insolvency, the Company must
consider the interests of both shareholders and creditors.  As the
Company strives to repay its debt and secure capital to support
higher revenue in future periods, there will be dilution to
existing stockholders caused by the issuance of common stock for
cash and in exchange for debt.  While management seeks to minimize
the dilution to existing stockholders, multiple factors beyond
management's control, such as general economic conditions, the
availability of and terms available for debt and equity funding,
and the trading price of the Company's common stock, have a
significant impact on this effort.  The Company's effort to
restructure its operations and to report positive cash flow and
profits is expected to take 6-18 months.  Investors are cautioned
that these efforts may not be successful.

                     About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.

The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.

After auditing the financial statements for the year ended Dec.
31, 2011, RBSM LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financing results.  The independent auditors noted
that the Company has generated negative cash flows from operating
activities, experienced recurring net operating losses, is in
default of loan certain covenants, and is dependent on securing
additional equity and debt financing to support its business
efforts.

The Company's balance sheet at March 31, 2012, showed
$1.31 million in total assets, $5.86 million in total liabilities,
$1.69 million in series A convertible preferred stock, and a
$6.24 million total stockholders' deficiency.


MBI ENERGY: Moody's Withdraws 'B3' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service withdrew all ratings assigned to MBI
Energy Services, Inc. and its proposed issuance of $250 million of
senior unsecured notes due 2020. This action follows MBI's
cancellation of the proposed transaction. Ratings withdrawn
include the B3 Corporate Family Rating (CFR), B3 Probability of
Default Rating (PDR), the Caa1 (LGD4-63%) rating assigned to the
to the proposed $250 million senior unsecured notes due 2020, and
the stable outlook.

Ratings Rationale

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

MBI Energy Services, Inc. is an oilfield services company
headquartered in Belfield, ND.


MCLD AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MCLD Automotive, Inc.
        dba Meineke Car Care Center
        5710 Middlebury Place
        Greensboro, NC 27410

Bankruptcy Case No.: 12-10802

Chapter 11 Petition Date: June 5, 2012

Court: United States Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Judge: William L. Stocks

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  IVEY, MCCLELLAN, GATTON, & TALCOTT, LLP
                  100 S. Elm St., Suite 500
                  P.O. Box 3324
                  Greensboro, NC 27402-3324
                  Tel: (336) 274-4658
                  Fax: (336) 274-4540
                  E-mail: dws@imgt-law.com

Scheduled Assets: $934,189

Scheduled Liabilities: $1,425,218

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/ncmb12-10802.pdf

The petition was signed by Mark James Bapst, president.


MEDIA GENERAL: Warren Buffett Holds 16.9% of Class A Shares
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Warren E. Buffett and Berkshire Hathaway Inc.
disclosed that, as of May 24, 2012, they beneficially own
4,646,220 shares of Class A common stock of Media General, Inc.,
representing 16.9% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/f4Jtz4

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company reported a
net loss of $74.32 million for the fiscal year ended Dec. 25,
2011, a net loss of $22.64 million for the fiscal year ended Dec.
26, 2010, and a net loss of $35.76 million for the fiscal year
ended Dec. 27, 2009.

                            *    *    *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

In the May 23, 2012, edition of the TCR, Standard & Poor's Ratings
Services placed its 'CCC+' corporate credit rating on Richmond,
Va.-headquartered Media General Inc., along with its 'CCC+' issue-
level rating on the company's senior secured notes, on CreditWatch
with positive implications.

"The CreditWatch placement is based on Media General's agreement
to sell the majority of its newspaper assets to BH Media Group, a
subsidiary of Berkshire Hathaway Inc.  The CreditWatch also
reflects the announcement that the company will refinance its
existing bank debt due in March 2013. It expects to close the
refinancing transaction next week and the newspaper sale by June
25, 2012," S&P said.


MOMENTIVE SPECIALTY: Registers $134 Million Sr. Secured Notes
-------------------------------------------------------------
Momentive Specialty Chemicals Inc. filed with the U.S. Securities
and Exchange Commission a Form S-1 relating to the resales by Euro
VI (BC) S..r.l. of $134 million of 9.00% Second-Priority Senior
Secured Notes due 2020 issued by Hexion U.S. Finance Corp. and
Hexion Nova Scotia Finance, ULC, each of which are wholly-owned
subsidiaries of the Company.

The Notes mature on Nov. 15, 2020.  Interest on the Notes is
payable in cash at a rate of 9.00% per annum, from the Issue Date
or from the most recent date to which interest has been paid or
provided for, payable semi-annually to holders of record at the
close of business on May 1 or November 1 immediately preceding the
interest payment date on May 15 and Nov. 15 of each year.

The Company has not applied, and does not intend to apply, for
listing of the Notes on any national securities exchange or
automated quotation system.

MSC will not receive any proceeds from the resale of the Notes.

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

                        http://is.gd/BVijRn

                      About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported net income of $118 million on $5.20
billion of net sales in 2011, compared with net income of $214
million on $4.59 billion of net sales in 2010.

The Company's balance sheet at March 31, 2012, showed $3.25
billion in total assets, $5 billion in total liabilities and a
$1.75 billion total deficit.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.
corporate credit rating from Standard & Poor's.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


NCI BUILDING: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Houston-based NCI Building Systems and removed
the rating from CreditWatch, where it was placed with negative
implications on May 8, 2012. The outlook is positive.

"At the same time, we assigned our 'B' issue-level rating (the
same as the corporate credit rating) to the company's proposed
$250 million bank term loan. The recovery rating is '3', which
indicates our expectation of meaningful (50% to 70%) recovery for
lenders in the event of a default. The ratings on the company's
existing $150 million term loan due 2014 remain on CreditWatch and
will be withdrawn upon closing of the new term loan facility," S&P
said.

"The positive outlook reflects our view that despite an increase
in debt leverage, NCI should realize continued operating
performance improvements from gradually recovering demand for
steel buildings in the industrial sector and should also benefit
from its acquisition of Metl-Span," said Standard & Poor's credit
analyst Thomas Nadramia. "Also, the elimination of future
dividends (cash and pay in kind [PIK]) on the preferred
convertible equity (which Standard & Poor's views as debt) will
stop the growth of that obligation. Also, preferred equity holders
Clayton, Dubilier & Rice have the ability to monetize their
investment by converting their investment into common stock at a
gain, and can de-leverage the company as a result."

"The $250 million bank term loan will be used to refinance
existing debt and to fund the acquisition of Metl-Span, an
insulated panel supplier, for $145 million. The company intends to
use proceeds of the proposed term loan together with cash-on-hand
to fund the acquisition and to repay existing debt," S&P said.

"The corporate credit rating reflects our view of the company's
'weak' business risk profile and 'highly leveraged' financial risk
profile. The company's business risk profile reflects highly
cyclical demand for metal buildings, exposure to volatile steel
prices, and a highly competitive operating environment with
larger, better capitalized players. This is partially offset by a
high variable expense structure and an ability to adjust to steel
cost changes quickly through pricing actions," S&P said.

"NCI is one of North America's largest integrated manufacturers
and marketers of engineered building systems, metal components,
and coatings services for the nonresidential construction
industry," S&P said.

"The positive rating outlook reflects our view that NCI's
operating performance will improve as a result of increased demand
in its niche markets and additions from the acquisition of Metl-
Span. We expect credit measures to strengthen to a level
consistent with a higher rating, with adjusted leverage under 7x
by the end of 2012, and potentially under 5x by the end of 2013.
In addition, we believe liquidity will be more than sufficient to
meet the company's working capital needs and other obligations,
including $30 million to $40 million of estimated capital
expenditures," S&P said.

"We would consider a positive rating action in the near-term if
NCI's end markets grow faster than expected, resulting in an
improved outlook for metal building volumes and pricing EBITDA of
$90 million or more; or if preferred equity holders Clayton,
Dubilier & Rice begin to convert their preferred shares into
common ownership, effectively reducing total adjusted leverage to
below 5x," S&P said.

"We could take a negative rating action if sales and EBITDA
deteriorate in 2012, or if weaker-than-expected operating
conditions cause a material decline in NCI's existing cash
balances and the company relies on its revolving credit
facility to fund operating losses, thereby reducing its liquidity
to less than $50 million. We think such a scenario is unlikely
given the company's existing cash balances and credit
availability," S&P said.


NORTHERN BERKSHIRE: Emerges From Chapter 11 Bankruptcy
------------------------------------------------------
Northern Berkshire Healthcare said on June 5, 2012, it has emerged
from Chapter 11 reorganization, completing the process that began
in June 2011.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Northern Berkshire Healthcare implemented the plan on
June 1.  Secured bondholders owed $43.7 million receive new debt,
for a projected 44% recovery.

"This is a great day for Northern Berkshire Healthcare and the
thousands of people who rely on us for their healthcare needs,"
said Bill Frado, Jr., President and CEO.  "We appreciate the
support of our community, vendors, staff and physicians -- support
that was essential to our success.  We are a healthier
organization, and we are looking forward to many more years of
providing healthcare in the northern Berkshires."

"We are proud to be a part of this community and work hard every
day to ensure access to the care you deserve," said Arthur Turton,
MD, Chair of the NBH Board of Trustees.  "A special note of thanks
goes to the local vendors who have been our partners throughout
this process.  We encourage the community to support these
outstanding small, local businesses whose patience and support
helped us succeed."

As part of the plan of reorganization NBH will see lower annual
debt payments of $2.25 million, reduced from $6.4 million per
year.  "A rough comparison would be that of a household reducing
its mortgage payment," said NBH Chief Financial Officer
Christopher Hickey.  "The new debt structure is one we can
manage."

Frado and Turton credited NBH employees and medical staff members
for focusing on quality of care through the process.  "We have
improved our quality scores and patient satisfaction ratings in
the last year," said Mr. Frado. "That's a real testament to the
commitment of our staff, and they have the thanks of the Board and
management team."

"During the Chapter 11 process, we actually saw patient
satisfaction scores increase," added Mr. Frado.  "We were named a
Top Ten performer in Massachusetts based on satisfaction rankings
in the last quarter of 2011.  We also hit 100% on what are called
'core measures,' a set of about two dozen quality indicators that
hospitals track to be sure they are providing the best care."

Though the reorganization addressed the fundamental financial
challenges facing Northern Berkshire Healthcare, the organization
continues to take steps to assure healthy operations in a cost-
sensitive environment.  Those steps include:

  -- Continued recruiting and retention of primary care clinicians
     and specialty physicians

  -- Steps to maintain patient volume

  -- Specific programs to continue quality improvements and
     improved patient satisfaction (a criteria for reimbursement
     in several insurer contracts)

  -- Limiting cost growth and assure that resources are focused on
     patient care

  -- Considering opportunities for partnership with other
     healthcare providers

"This is a proud moment -- for our Hospital and our community,"
said Frado.  "Together, we were able to preserve a critical
healthcare resource.   At the same time, we must also be looking
forward and assuring that we are doing the types of things to stay
financially stable in an increasingly complex healthcare
environment."

                     About Northern Berkshire

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

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

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

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

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

The Debtors obtained confirmation of their Chapter 11 plan on
April 10, 2012.


OPTIMUMBANK HOLDINGS: Amends 13.5 Million Common Shares Offering
----------------------------------------------------------------
Optimumbank Holdings, Inc., filed with the U.S. Securities and
Exchange Commission amendment no. 1 to the Form S-1 relating to
the resale of an aggregate of up to 13,496,000 shares of the
Company's common stock, representing approximately 50.2% of the
Company's total outstanding shares, all of which shares were
issued to the selling shareholders between October 2011 and April
2012 as part of a private equity financing.  These shares include
7,475,500 shares held by directors, officers and significant
shareholders of the Company.

The Company will not receive any proceeds from the sale of the
shares of common stock by the selling shareholders.

The Company's common stock is traded on the NASDAQ Capital Market
under the symbol "OPHC."  The last reported sale price of the
Company's common stock on the NASDAQ Capital Market on June 5,
2012, was $0.68 per share.

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

                         http://is.gd/r3zkaI

                     About OptimumBank Holdings

Fort Lauderdale, Fla.-based OptimumBank Holdings, Inc. is a
is a one-bank holding company and owns 100% of OptimumBank, a
state (Florida)-chartered commercial bank.  The Bank offers a
variety of community banking services to individual and corporate
customers through its three banking offices located in Broward
County, Florida.  The Bank's wholly-owned subsidiaries are OB Real
Estate Management, LLC, OB Real Estate Holdings, LLC, OB Real
Estate Holdings 1503, LLC, and OB Real Estate Holdings 1695, LLC,
all of which were formed in 2009.  OB Real Estate Management, LLC,
is primarily engaged in managing foreclosed real estate.  OB Real
Estate Holdings, LLC, OB Real Estate Holdings 1503, LLC, and OB
Real Estate Holdings 1695, LLC, hold and dispose of foreclosed
real estate.

The Company reported a net loss of $3.74 million in 2011, compared
with a net loss of $8.45 million in 2010.

The Company's balance sheet at March 31, 2012, showed $152.93
million in total assets, $144.76 million in total liabilities and
$8.17 million in total stockholders' equity.

                   Regulatory Enforcement Actions

On April 16, 2010, the Bank consented to the issuance of a Consent
Order by the Federal Deposit Insurance Corporation and the State
of Florida Office of Financial.  The Consent Order covers areas of
the Bank's operations that warrant improvement and imposes various
requirements and restrictions designed to address these areas,
including the requirement to maintain certain minimum capital
ratios.  Management believes that the Bank is currently in
substantial compliance with all the requirements of the Consent
Order except for the following requirements:

   * Scheduled reductions by Oct. 31, 2011, and April 30, 2012, of
     60% and 75%, respectively, of loans classified as substandard
     and doubtful in the 2009 FDIC Examination;

   * Retention of a qualified chief executive officer and chief
     lending officer; and

   * Development of a plan to reduce Bank's concentration in
     commercial real estate loans acceptable to the supervisory
     authorities.

The Bank has implemented comprehensive policies and plans to
address all of the requirements of the Consent Order and has
incorporated recommendations from the FDIC and OFR into these
policies and plans.


PEGASUS RURAL: Xanadoo Units Still Negotiating Plan With Lender
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankrupt subsidiaries of Xanadoo Co. say they will
file a Chapter 11 plan no later than Aug. 31, following an auction
deciding whether the most valuable assets of the 4G wireless
Internet providers will be sold or turned over to secured lenders.
The statements were made in the company's third request for an
extension of the exclusive right to propose a reorganization plan.
If granted by the bankruptcy court in Delaware at a July 17
hearing, the new plan-filing deadline will be pushed out four
months to Oct. 4.

According to the report, a hearing is on the June 14 calendar to
decide on auction and sale procedures for the frequency assets.
If the price isn't enough to pay secured lenders in full, the
company says a modified plan will provide for turning the assets
over to the lender unless there is financing to pay the lender in
full as part of the reorganization.  The company says there is
"potential" for distribution to unsecured creditors.  The company
says it's in discussion with the lender over terms for the auction
and an amended plan.

The report relates that in the meantime, there will be an
auction on June 26 to learn whether anyone will pay more than
the $3 million offered by Rhino Communications Inc. for tower
facilities.  There is no buyer yet under contract for the
frequency sale.

                   About Pegasus Rural Broadband

Pegasus Rural Broadband, LLC, and its affiliates, including
Xanadoo Holdings Inc., sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 11-11772) on June 10, 2011.

The Debtors are subsidiaries of Xanadoo Company, a 4G wireless
Internet provider.  Xanadoo Co. was not among the Chapter 11
filers.

The subsidiaries sought Chapter 11 protection after they were
unable to restructure $52 million in 12.5% senior secured
promissory notes that matured in May.  The notes are owing to
Beach Point Capital Management LP.

Xanadoo Holdings, through Xanadoo LLC -- XLC -- offers wireless
high-speed broadband service, including digital phone services,
under the Xanadoo brand utilizing licensed frequencies in the 2.5
GHz frequency band.  As of May 31, 2011, XLC served 12,000
subscribers in Texas, Oklahoma and Illinois.  In the summer of
2010, the Debtors closed all of their retail stores and kiosks in
its six operating markets and severed all fulltime sales
personnel.  Since the closings, the Debtors relied one key
retailer in each market to serve as local point of presence to
market customer transactions.

Judge Peter J. Walsh presides over the case.  Rafael Xavier
Zahralddin-Aravena, Esq., Shelley A. Kinsella, Esq., and Jonathan
M. Stemerman, Esq., at Elliott Greenleaf, in Wilmington, Delaware,
serve as counsel to the Debtor.  NHB Advisors Inc. is their
financial advisors.  Epiq Systems, Inc., is the claims and notice
agent.

Xanadoo Holdings, Pegasus Guard Band and Xanadoo Spectrum each
estimated assets of $100 million to $500 million and debts of
$50 million to $100 million.

The Chapter 11 filing followed the maturity in May 2011 of almost
$60 million in secured notes owing to Beach Point Capital
Management LP.

The Court denied a motion by the secured noteholders to dismiss
the Chapter 11 case and appoint a Chapter 11 trustee.

The companies filed a proposed reorganization plan in February
predicting sale of licenses in the 700 megahertz spectrum would
pay all secured and unsecured creditors in full, with interest.
In a separate filing, the companies said the assets will be turned
over to secured lenders if there is neither a lender nor a buyer
to finance a plan.  The plan will be funded either by a new loan
or by selling the business and the assets.


PENINSULA HOSPITAL: Trustee Has Access to Cash Until July 31
------------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York, in a tenth interim order, authorized
Lori Lapin Jones, as Chapter 11 trustee for Peninsula Hospital
Center, et al., to use the cash collateral of 1199 SEIU National
Benefit Fund for Health and Human Services Employees, 1199 SEIU
Health Care Employees Pension Fund, League/1199 SEIU Training and
Upgrading Fund, 1199 SEIU Employer Child Care Fund, and
League/1199 SEIU Health Care Industry Job Security Fund.

The Court ordered that, among other things:

   1. The trustee will pay the monthly benefits to the 1199 Funds
      (in amounts agreed upon between the trustee and the 1199
      Funds each month) on or before the last day of each month,
      commencing on June 30, 2012, and continuing each month
      thereafter.  Each of JPM, Revival, the Indenture Trustee and
      the Committee will be advised of any agreed material
      modifications to the budget;

   2. The balance of the amounts owed to the 1199 Funds for the
      postpetition period due May 31, 2012, June 30, 2012 and
      July 31, 2012, will be treated as an allowed administrative
      expense claim of the 1199 Funds;

   3. The trustee will be authorized on consent to use the cash
      collateral of the 1199 Funds in connection with the wind
      down of PHC substantially in accordance with the budget
      until July 31, pending further order of the Court;

   4. The trustee will be authorized use the cash collateral of
      the 1199 Funds and lender Revival Funding Co., LLC, in
      connection with the ordinary course operations of PGN until
      July 31, pending further order of the Court;

   5. 1199 Funds agrees that there will be carved out of its cash
      collateral for the exclusive use of paying the commissions,
      fees and expenses of the Trustee, Garfunkel & Wild, P.C. and
      LaMonica, Herbst & Maniscalco, LLP.  The trustee fee carve
      out will be maintained by the trustee in a segregated
      account, and will be used to pay exclusively the
      commissions, fees and expenses of the trustee and the
      trustee's professionals subject to Bankruptcy Court
      approval.  The trustee fee carve out will survive dismissal
      or conversion of the case to Chapter 7 and the appointment
      of any Chapter 7 trustee; and

   6. 1199 Funds agrees that there will be carved out of its cash
      collateral for the exclusive use of paying the commissions,
      fees and expenses of the Committee's professionals, Arent
      Fox, LLP and CBIZ MHM, LLC and the Patient Care Ombudsman
      and his counsel, Neubert, Pepe & Monteith, P.C.  The
      Committee fee carve out and the Ombudsman carve out will be
      maintained by the trustee in a segregated account, and will
      be used to pay exclusively the fees and expenses of the
      Committee's professionals and the Ombudsman and his counsel
      subject to Bankruptcy Court approval.

                     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, Esq., was appointed by the Court as examiner in
the Debtors' cases.  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.


PF CHANG: S&P Assigns 'B' Prelim. Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to Scottsdale, Ariz.-based P.F. Chang's
China Bistro Inc. The outlook is stable.

"At the same time, we assigned preliminary 'B+' issue-level
ratings with preliminary '2' recovery ratings to the proposed
revolver and term loan. The '2' recovery ratings indicate our
expectation for substantial (70% to 90%) recovery of principal in
the event of a payment default. We also assigned a preliminary
'CCC+' issue-level rating with a preliminary '6' recovery rating
to the proposed notes. The '6' recovery rating indicates our
expectation for negligible (0% to 10%) recovery of principal in
the event of a payment default," S&P said.

"P.F. Chang's expects to fund the transaction with $550 million in
Centerbridge common equity, the term loan, and the notes. The
company intends to use the proceeds from the acquisition mainly to
purchase $1.1 billion in public stock," S&P said.

"The rating on Asian-themed restaurant operator P.F. Chang's
reflects Standard & Poor's expectation that the company's
financial risk profile will remain 'highly leveraged' this year
despite efforts to improve operations and grow sales at both
flagship Bistros and smaller Pei Wei Asian Diners," S&P said.

P.F. Chang's is increasing total debt to EBITDA from 1.6x in the
year ended April 1, 2012 to 5.6x pro forma for the deal,
reflecting the Centerbridge Partners LBO. Pro forma debt includes
the $280 million term loan, $300 million of senior notes, and an
estimated $1 million to $2 million in other debt. Interest
coverage will decline to an estimated 2.3x from 7.2x before the
transaction.

"Our outlook for the casual-dining sector that includes P.F.
Chang's main Bistro restaurants remains negative in the coming
year due to oversupply and declining traffic," said Standard &
Poor's credit analyst Diya Iyer. "The outlook is more favorable
for the fast-casual sector that includes P.F. Chang's Pei Wei
Asian Diners, which we expect to generate about 25% of total
company sales in fiscal 2012. We view P.F Chang's overall business
risk profile as 'vulnerable,' reflecting its singular focus on
Asian cuisine to date and concentration in California, Arizona,
Florida, and Texas, where it recently had about half of its U.S.
restaurants. We forecast efforts to expand the company's licenses
for international restaurants and domestic retail grocery products
will contribute less than 1% of total sales in the coming year."

"The stable outlook reflects our expectation that modest
operational erosion, coupled with limited debt reduction will
result in flat credit measures in the coming year. We could lower
the rating if negative same-store sales trends persist and the new
owners do not reduce food and labor costs in the coming year. This
would result in gross margin falling 200 bps and EBITDA declining
about 15% from our expectations for fiscal 2012. It could also
occur if SG&A grows at more than double the 10% rate we are
forecasting. In this scenario, interest coverage would fall below
2.0x, leverage would approach 6.5x, and FFO to total debt would
decline below 10%. Given P.F. Chang's expected credit measures and
restaurant expansion plans, and our industry outlook, we are not
expecting to raise our ratings over the near term," S&P said.


PINNACLE AIRLINES: Court Approves Amended CIT Bank Credit Deal
--------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized Pinnacle Airlines Corp.,
et al., to (i) enter into and perform under the Amended and
Restated Credit Agreement with CIT Bank; and (ii) make an election
pursuant to 1110(a) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on May 7, 2012, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that the Debtors agreed to increase the interest rate on a pre-
bankruptcy $34 million term loan from CIT Bank in return for a
default waiver.  As it is giving up all 70 of its Saab 340 and
Bombardier 400 aircraft, Pinnacle will violate covenants in the
CIT loan.  For a waiver, Pinnacle agreed to raise the interest
rate from the range of 6.9% or 7.5% to 8.5%.  The modified loan
will allow Pinnacle to sell the parts and spare engines associated
with the Saab and Bombardier aircraft that are some of CIT's
collateral.  Canceling the operating certificates with the Federal
Aviation Administration for the Mesaba and Colgan airline
subsidiaries will be another covenant violation to be waived.  The
revised loan requires paying proceeds from parts sales toward
reduction of the CIT loan.

The Court also ordered that:

   -- the Debtor Borrowers' 1110(a) Election will be deemed
effective as of the date hereof; and

   -- by agreement between the Debtors, CIT and CIT Bank, nothing
in the order will convert any prepetition indemnity or deficiency
claim arising from the value of the collateral as of the Petition
Date in comparison to the outstanding balance as of the Petition
Date into a postpetition or administrative claim pursuant to
section 503 of the Bankruptcy Code; provided that CIT reserves its
rights to assert claims under section 506 of the Bankruptcy Code
to the extent it is over secured and the Debtors reserve all of
their rights to contest the claims.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.  Imperial Capital, LLC, serves as the
Committee's financial advisors.


PINNACLE AIRLINES: Deal Resolving Standard Aero's Objection OK'd
----------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York signed an agreed order resolving
motion for relief from stay as to Standard Aero Ltd., for the
purposes of terminating CF34-3B1 engine hourly rate program Repair
and Services Agreement, by and between Standard Aero Ltd. and
Northwest Airlines, Inc., now known as Delta Air Lines, Inc., and
related assignment agreements.

The Maintenance Agreement provides for a method of payment based
upon an engine flight hour rates.  The EFH rates are set at a
constant rate per flight hour.

Additionally, the Maintenance Agreement contains specific
assumptions about engine flight utilization predicated on the
aircraft engines to be serviced operating at an average engine
flight hours per year and an average engine flight hour-to-cycle
ratio.

The stipulation was entered among Pinnacle Airlines Corp., et al.,
the Official Committee of Unsecured Creditors, Standard Aero and
Delta.

By agreement of the Parties, among other things:

   1. The Maintenance Agreement and Assignments will terminate on
Aug. 14, 2012.

   2. During the period from the entry of the agreed order until
the termination date, Delta and the Debtors will use reasonable
business efforts to transition to an alternate provider(s) for the
services covered by the Maintenance Agreement and Assignments,
which transition will be completed in total on or before the
termination date.  During the Transition Period, except as
specifically set forth herein, all terms and conditions of the
Maintenance Agreement and Assignments will remain in place and no
party is excused from complying with any of the terms and
conditions of the Maintenance Agreement and Assignments.

   3. Standard Aero will complete all work-in-process (including
any engines, line replaceable units and piece parts) on or prior
to the termination date and remains subject to the turnaround time
provisions of the Maintenance Agreement and Assignments.

   4. During the Transition Period, the Debtors, Delta and
Standard Aero will wind down all services covered by the
Maintenance Agreement and Assignments in an orderly fashion such
that the wind down is completed in total on or before the
termination date.

   5. On the termination date, Standard Aero will turn over to the
Debtor or Delta all tooling owned by Delta or the Debtors that is
in the possession of Standard Aero.

   6. Immediately upon the entry of the agreed order, the service
exclusivity provisions contained in the Maintenance Agreement and
Assignments in favor of Standard Aero are waived by Standard Aero
to allow the Debtors and Delta to immediately begin to transition
the services covered by the Maintenance Agreement and Assignments
to an alternate provider(s) who may perform such services.
Consequently, immediately upon the entry of this Agreed Order, the
guarantee of minimum spare engine quantity provisions contained in
the Maintenance Agreement and Assignments in favor of Delta and
the Debtors are waived by Delta and the Debtors.

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

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems -
Bankruptcy Solutions serves as the claims and noticing agent.  The
petition was signed by John Spanjers, executive vice president and
chief operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

A seven-member official committee of unsecured creditors has been
appointed in the case.   The Committee selected Goodrich
Corporation as its chairperson.  The Committee tapped Morrison &
Foerster LLP as its counsel.  Imperial Capital, LLC, serves as the
Committee's financial advisors.


QUALITY DISTRIBUTION: Completes Acquisition of Wylie Bice
---------------------------------------------------------
Quality Distribution, Inc., has completed its acquisition of
certain operating assets of Wylie Bice Trucking, LLC.  Quality
also anticipates completing the previously announced acquisition
of the operating assets and rights of RM Resources, LLC, in the
immediate future.

The Company acquired the operating assets of Bice Trucking for
total consideration of $47,580,000 consisting of $29,400,000 in
cash, $12,780,000 in the form of one or more promissory notes and
$5,400,000 of common stock of the Company.  In addition, the
Company agreed to (i) the assumption of certain liabilities and
(ii) certain deferred earn-out payments of up to an additional
$11,400,000, if certain future operating and financial performance
criteria are satisfied.

Headquartered in Killdeer, ND, Bice, is a leading provider of
transportation services to the unconventional oil and gas industry
within the Bakken shale region, primarily hauling fresh water,
flowback and production water, and oil for numerous energy
customers.  Bice operates two trucking terminals in North Dakota
utilizing approximately 500 drivers, making it one of the largest
haulers of fresh and disposal water and oil in the Bakken shale.
Bice is principally an asset light business as the company
primarily utilizes independent contractors who own their own
equipment.

A copy of the Asset Purchase Agreement is available for free at:

                        http://is.gd/gCWpkM

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company reported net income of $23.43 million in 2011,
compared with a net loss of $7.40 million in 2010.

The Company's balance sheet at March 31, 2012, showed $330.79
million in total assets, $398.38 million in total liabilities and
a $67.58 million total shareholders' deficit.

                         Bankruptcy Warning

In its Form 10-K for 2011, the Company noted that it had
consolidated indebtedness and capital lease obligations, including
current maturities, of $307.1 million as of Dec. 31, 2011.  The
Company must make regular payments under the New ABL Facility and
its capital leases and semi-annual interest payments under its
2018 Notes.

The New ABL Facility matures August 2016.  However, the maturity
date of the New ABL Facility may be accelerated if the Company
defaults on its obligations.  If the maturity of the New ABL
Facility or such other debt is accelerated, the Company does not
believe that it will have sufficient cash on hand to repay the New
ABL Facility or such other debt or, unless conditions in the
credit markets improve significantly, that the Company will be
able to refinance the New ABL Facility or such other debt on
acceptable terms, or at all.  The failure to repay or refinance
the New ABL Facility or such other debt at maturity will have a
material adverse effect on the Company's business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of the Company or its subsidiaries.  Any
actual or potential bankruptcy or liquidity crisis may materially
harm the Company's relationships with its customers, suppliers and
independent affiliates.


REDDY ICE: FTI Consulting Approved as Financial Advisors
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Reddy Ice Holdings, Inc. and Reddy Ice Corporation to
employ FTI Consulting, Inc. as financial advisors.

As reported in the Troubled Company Reporter on April 27, 2012,
FTI is expected to, among other things:

   a. advise management on cash conversion measures and assist
      with implementation of cash forecasting and reporting tools
      as requested;

   b. work together with the Debtors, at their request and under
      their guidance, to respond to requests from lenders,
      creditors, and other parties in interest including the
      preparation of financial information for distribution to
      such parties in interest; and

   c. assist the Debtors in discussions and negotiations with
      their existing lenders, including analysis of any proposed
      modifications to existing credit agreements.

The hourly rates of FTI personnel are:

         Senior Managing Directors            $475 - $895
         Directors/Managing Directors         $375 - $745
         Consultants/Senior Consultants       $125 - $530
         Administrative/Paraprofessionals     $115 - $230

FTI has received from the Debtors total on account cash in the
amount of $150,000.  Since commencing the engagement, FTI has
invoiced the Company in the aggregate amount of $724,372, which
amount reflects $569,757 billed to the Company for professional
services, $4,615 for out of pocket expense reimbursement and the
$150,000 held as on-account cash.

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

                          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.

As reported in the Troubled Company Reporter on June 5, 2012,
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.


REDDY ICE: Jefferies and Company Approved as Investment Banker
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Reddy Ice Holdings, Inc. and Reddy Ice Corporation, to
employ Jefferies and Company, Inc., as financial advisor and
investment banker.

AS reported in the Troubled Company Reporter on April 24, 2012,
the Debtor agreed to pay Jefferies and Company a monthly fee of
$100,000, a $2.05 million fee payable upon consummation of a
transaction involving the Second Lien Notes, and 0.30% of the
principal amount of the Company's 11.25% Senior Secured Notes due
2015 for any consent, waiver or amendment of or to any provision
of the instruments governing the Senior Secured Notes indenture.

                          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.

As reported in the Troubled Company Reporter on June 5, 2012,
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.


RESIDENTIAL CAPITAL: Committee Wins OK to Probe Ally Deals
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports the official creditors' committee for Residential Capital
LLC was given authority by the bankruptcy judge in New York to
investigate transactions before bankruptcy between ResCap and
parent Ally Financial Inc.  The committee for ResCap, Ally's
mortgage-lending subsidiary, also was given authority from the
judge to compel production of documents and take oral testimony
from Cerberus Capital Management LP.  The committee sought the
right to perform an investigation into what it called "significant
related-party transactions of billions of dollars of assets" in
the year leading up to the Chapter 11 filing.  The judge is
allowing the committee to compel production of documents from
others by filing additional papers.

Mr. Rochelle also reports that Berkshire Hathaway Inc. filed
papers this week asking the judge to call for an investigation by
an independent examiner.  Berkshire believes the committee has
innate conflicts when it comes to an investigation.  Berkshire
said it owns more than half of ResCap's unsecured bonds and more
than 40 percent of junior secured bonds.  Berkshire's motion is on
the court's calendar for June 18.

                           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).


ROOMSTORE INC: Weighs on Options; May Sell Remaining Stores
-----------------------------------------------------------
Gregorian Gilligan at Insidenova.com reports RoomStore Inc. is
looking at its options, including putting its remaining 27 stores
and one clearance center on the selling block or closing them all.

"We are diligently pursuing a variety of options for the company,"
the report quotes Stephen Giordano, the company's president and
CEO, as saying.  "We are pursuing these options simultaneously,
and it is not possible to predict a likely outcome at the present
time."  Mr. Giordano said the Goochland County-based chain prefers
to sell its assets to a strategic buyer -- someone in the
furniture business who is a retailer or supplier.  "We have
several parties who are performing due diligence in order for them
to potentially submit a proposal to purchase the company," he
said.

According to the report, at the same time, the RoomStore also is
providing packages to various parties that might be interested in
bidding on the retailer's remaining inventory and other assets.
Doing so, Mr. Giordano said, is required by an agreement with the
chain's creditors.

The report relates Julius M. Feinblum, owner of Plainview, N.Y.-
based Julius M. Feinblum Real Estate, a brokerage specializing in
real estate services for the furniture industry, said he began to
market the leases on the remaining 28 stores in four states.  Ten
stores are in Virginia, including the RoomStore World store on
West Broad Street in Henrico County.

"All of the real estate is being liquidated," The report quotes
Mr. Feinblum as stating.  "We are only handling the real estate."

The report relates Mr. Giordano said the RoomStore's options do
"not preclude the marketing of leases, bid packages for the assets
or a strategic purchase of the ongoing business."

The report says the RoomStore wants to hire an investment banking
firm to help market and provide financial advice in its effort to
sell its stake in the 80-store mattress and bedding chain.

                       About RoomStore Inc.

Richmond, Virginia-based RoomStore, Inc., operates retail
furniture stores and offers home furnishings through
Furniture.com, a provider of Internet-based sales opportunities
for regional furniture retailers.  RoomStore was founded in 1992
in Dallas, Texas, with four retail furniture stores.  With more
than $300 million in net sales for its fiscal year ending 2010,
RoomStore was one of the 30 largest furniture retailers in the
United States.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  When it filed for bankruptcy, the Company operated a
chain of 64 retail furniture stores, including both large-format
stores and clearance centers in eight states: Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina, Florida,
Alabama, and Texas.  It also had five warehouses and distribution
centers located in Maryland, North Carolina, and Texas that
service the Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 83 mattress stores (as of Aug. 31, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the Mattress Discounters stake after it filed
its second bankruptcy in 2008.  Mattress Discounters sought
Chapter 11 relief on Sept. 10, 2008 (Bankr. D. Md. Case Nos.
08-21642 and 08-21644).  It filed the first Chapter 11 bankruptcy
on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330), and emerged on
March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC and Kaplan & Frank, PLC serve as
the Debtor's bankruptcy counsel.  FTI Consulting, Inc., serves as
the Debtor's financial advisors and consultants.

RoomStore's balance sheet at Aug. 31, 2011, showed $70.4 million
in total assets, $60.3 million in total liabilities, and
stockholders' equity of $10.1 million.  The petition was signed by
Stephen Girodano, president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.


SAAB CARS: Sells Parts to Swedish Parent
----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Saab Cars North America Inc. was authorized this week
by the bankruptcy court in Delaware to sell the parts inventory
for about $2.7 million to an affiliate of the parent.  There were
no competing bids, so the auction was canceled.  The Swedish
parent is setting up a subsidiary to take over the distribution of
parts in the U.S.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SABINE PASS: Moody's Assigns 'Ba3' Rating to First Lien Term Loan
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Sabine Pass
Liquefaction, LLC's (SPL or Project) proposed $1.25 billion 7-
year, first lien term loan and a B1 rating to Cheniere Energy
Partners, LP's (CQP) $750 million 6.5-year, first lien term loan.
The rating outlook for SPL and CQP are stable.

Concurrent with this rating action, Moody's also upgraded Sabine
Pass LNG, LLC's (SPLNG) $2.2 billion in senior secured bonds to B1
from B3. This rating action concludes the review for possible
upgrade at SPLNG that was initiated on February 2, 2012. The
rating outlook for SPLNG is positive.

Ratings Rationale

Sabine Pass Liquefaction LLC is expected to build and operate a
nameplate 9 million ton per annum (mtpa) liquefied natural gas
(LNG) project located in Cameron Parish, LA next to the existing
Sabine Pass LNG L.P.'s regasification plant. A subsidiary of
Bechtel is expected to build SPL under a $3.9 billion lump sum,
turnkey engineering, construction and procurement contract (EPC
contract). Moody's notes that the $3.9 billion price is subject to
change since notice to proceed (NTP) was not issued by March 31,
2012. SPL's output is contracted with subsidiaries of BG Energy
Holdings (BG, A2/stable) and Gas Natural SA (GN, Baa2/stable)
under 20-year offtake contracts. SPL remains the anchor credit to
the consolidated CQP enterprise and is expected to represent
nearly 70% of CQP's consolidated cash flows.

SPLNG owns and operates a liquefied natural gas receiving terminal
with an aggregate regasification capacity of four Bcf/d and five
LNG storage tanks. SPLNG has third party 20-year contracts for
half of the capacity with subsidiaries of Total SA (Total,
Aa1/sta) and Chevron Corporation (Chevron, Aa1/sta). SPLNG's third
party offtake contracts represent approximately 30% of expected
consolidated CQP cash flows. SPLNG reached commercial operations
in 2009 and SPL expects to utilize SPLNG's existing infrastructure
including LNG storage tanks and marine terminal under an affiliate
contract. Operations and maintenance (O&M) services to SPLNG are
provided by an affiliate of CQP and Moody's expects the same
affiliate will also provide O&M services to SPL.

Cheniere Energy Partners owns SPL, SPLNG and expects to own the
Creole Trail Pipeline (CTPL) as part of the financing. CTPL
interconnects SPL and SPLNG to the broader natural gas
infrastructure in the region and is expected to provided natural
gas transportation services to SPL.

The proposed financing for SPL consists of $1.25 billion of first
lien term loan, $2.5 billion of first lien bank loan (unrated), $2
billion of equity, and roughly $700 million of mostly LNG
commissioning sales for SPL and Train 1 operating cash flow. These
financing sources are expected to fund $4 billion of EPC
construction costs, $1 billion of owner's costs, transaction
costs, interest and principal payments during construction, and
$300 million of construction contingency. CQP's $750 million of
first lien term loan is expected to finance the purchase of CTPL,
interest and principal payments during construction and
transaction costs.

SPL's Ba3 rating on its first lien term loan is supported by the
lump sum EPC contract with Bechtel, Bechtel's global experience in
building similar large LNG liquefaction facilities, $300 million
of budgeted construction contingency, extensive existing
infrastructure, long term offtake agreements with investment grade
parties that support strong 'Baa' financial metrics during
operations under Moody's conservative scenarios, sizeable third
party equity investment in CQP, weak but acceptable project
finance protections and expected strong cash flow during
operations. The Ba3 rating also considers the large, four year
construction period that exposes SPL to potential construction
cost overruns and delays especially given the $739 million of
provisional sums that is not currently fixed in the EPC contract
(reduces to roughly $183 million after NTP), sizeable owner costs
of $1 billion, the project's location in a region susceptible to
hurricanes and reliance on $255 MM of Train 1 revenues to complete
construction that if not achieved, reduces the benefit of the $300
million in budgeted contingency. The other challenges facing SPL
include the lack of gas feedstock supply and transportation
arrangements prior to financial close, major debt maturities at
the SPL and its affiliates around the 2013 to 2019 timeframe,
considerable consolidated leverage and weaknesses in project
structure such as the DSRA funded solely from operating cash flow.

CQP's B1 rating on its first lien term loan reflects the benefit
of a first lien on CTPL's pipeline assets, possible financial
metrics in the 'Ba' to 'Baa' category under Moody's conservative
scenarios assuming a refinancing after Trains 1 & 2 are completed,
and likely strong dividends from SPL and SPLNG once SPL reaches
full commercial operations. The rating also reflects the
structurally subordinated position behind SPL and SPLNG's sizeable
operating company debt (except CTPL), and weak project finance
features such as no debt service reserve, weak restricted payments
conditions and relatively broad additional debt provisions.

The upgrade to B1 from B3 for SPLNG reflects the strong affiliate
relationship between SPLNG and SPL since SPL will provide roughly
33% (two LNG trains) to 50% (four LNG trains) of SPLNG's revenues
once the SPL project is completed and in operation and the sharing
of major infrastructure facilities including the LNG storage
tanks, marine terminal and power generation equipment. Additional
linkages between SPLNG and SPL include the same affiliate
operator, the same owner and SPL's location on SPLNG's site. CQP's
credit quality also remains closely linked to SPL and SPLNG given
CQP's ownership of CTPL that derives all of its revenue from SPL,
CQP's full ownership of SPL and SPLNG and since equity
contributions to fund SPL's construction flows through CQP.
SPLNG's rating is also supported by good demonstrated operational
performance, long -term contracts with or guaranteed by investment
grade counterparties for approximately 50% of SPLNG's capacity and
financial metrics in the 'Ba' category in a potential refinancing
assuming only Trains 1 & 2 are completed. The rating differential
between SPLNG and SPL primarily reflects the near term 2013 debt
maturity at SPLNG along with SPLNG's low financial metrics until
SPL reaches commercial operations. SPLNG's credit quality could be
positively affected depending on how the 2013 maturity is
addressed. For example, a refinancing of SPLNG's debt with funds
provided by CQP would materially improve SPLNG's standalone
leverage and cash flow coverage metrics.

Key Credit Strengths

- SPL benefits from capacity type payments under the 20-year LNG
sale and purchase agreement with BG and GN for most of its
capacity while SPLNG has 50% of its capacity contracted with
subsidiaries of Total and Chevron.

- Approximately 86% of SPL's nameplate capacity (assuming HRU) is
contracted which provides significant cushion against lower
production volume due to outages or underperformance

- Bechtel, a world-class contractor for the power and energy
sector, will build the Project under a lump-sum, turnkey EPC
contract with performance guarantees above the contracted amount
and guaranteed substantial complete date approximately 4 months
prior to contract requirement.

- Bechtel has built or is in the process of building eleven LNG
liquefaction plants (excluding Sabine Pass) utilizing
ConocoPhillips Cascade process, which is considered proven
technology.

- SPLNG has been fully operational since 2009 and SPL will
utilize a substantial amount of the existing infrastructure that
will reduce construction costs and complexity given SPL's location
next to SPLNG.

- Substantial natural gas supplies and infrastructure exist near
the project, which should facilitate SPL's ability to source
natural gas supplies.

- Approximately $300 million of budgeted contingency (4.7% of
total costs) serve to mitigate potential cost overruns and delays
especially regarding construction items where prices have not been
fixed.

- SPL benefits from a sizeable gross equity investment totaling
$2 billion.

- Forecasted consolidated financial metrics are in the 'Ba' to
'Baa' category with average DSCR ranging from 1.3 to 1.5x and
average FFO/Debt ranging from 14-18% in a number of conservative
scenarios considered by Moody's assuming a refinancing all of SPL,
SPLNG and CQP's debt at commercial operations of SPL.

- SPL and SPLNG benefit from 6-month debt service reserves, first
lien security in their respective assets, cash flow waterfall, a
1.25x dividend distribution test while CQP's term loan benefits
from first lien on CTPL and equity in SPL and SPLNG.

Key Credit Weaknesses

- Large, four-year construction period increases possibility of
construction delays and cost overruns especially given
approximately $739 million of provisional EPC costs (reduces to
roughly $183 million after NTP) and $1 billion of owner costs.

- SPL's BG and GN offtake agreements contain off spec LNG quality
penalties, make-whole provision for LNG delivery shortfall (unless
excused by force majeure) and reduced capacity payment for major
maintenance outages.

- SPL's offtake contracts do not contain a pass through of
potential new environmental regulations such as a carbon tax.

- SPL's gas supply and transportation arrangements will not be
finalized by financial close and creates uncertainties around
collateral posting requirements and possible mismatches with the
offtake contract terms.

- Debt at CQP, SPL and SPLNG will have to be refinanced from the
2013 to 2019 time frame though this is mitigated by the Project's
long-term contracted cash flows.

- Reliance on $255 MM of Train 1 revenues as a funding source
reduces SPL's ability to rely on the contingency for construction
cost overruns.

- The Project is exposed to the low probability but high impact
event risk that the DOE suspends, rescinds or reduces the export
authorization if LNG exports pose a threat to the public interest
as determined by the DOE after a hearing and a finding of good
cause.

- The unit purchase agreement between Blackstone and CQP has
unusual covenants and indemnity provisions that creates some
uncertainties on equity funding in a severe downside.

- Uncertainties exist regarding SPL's possible expansion of LNG
trains 3 & 4 and its impact on SPL including financing,
construction, gas transportation and gas supply procurement.

- SPLNG's historical financial metrics are low and are
commensurate with 'Caa' to 'B' category.

- Weak project finance features include SPL's 6 months debt
service reserve that is expected to be funded from operations and
CQP's lack of a debt service reserve, weak additional debt
provisions and lack of a cash flow waterfall.

SPL and CQP's stable rating outlooks reflect the expectation that
construction will be completed on time and on budget and that SPL
and SPLNG will meet their performance obligations under their
respective offtake contracts once construction is completed.

Limited prospects exist for a rating upgrade in the near term for
SPL and CQP. Over the longer term, positive trends that could lead
to an upgrade include SPL's successful construction completion,
demonstrated good operational performance at SPL and SPLNG and all
three borrowers' ability to address their upcoming debt maturities
from 2013 to 2019.

SPLNG's positive outlook reflects the possibility that SPLNG's
near-term refinancing risk could be addressed in advance of the
November 2013 debt maturity, including from funds provided by CQP.
To the extent that such refinancing occurred, additional positive
rating pressure would surface.

SPLNG, SPL and CQP's ratings could be downgraded if SPL incurs
significant construction cost overruns or delays, if SPLNG incurs
operating problems, if SPLNG is unable to address its Nov 2013
debt maturity or if Trains 3 & 4 adds additional material
financial and construction risk. SPLNG, SPL and CQP's rating could
face negative rating action if SPL's fuel sourcing strategy
introduces significant imperfections, if equity contributions are
not made as expected or if any of SPL's government authorizations
are revoked or limited.

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

Sabine Pass Liquefaction LLC (SPL) is expected to build and
operate a nameplate 9 million ton per annum (mtpa) liquefied
natural gas (LNG) project located in Cameron Parish, Louisiana
next to the existing Sabine Pass LNG L.P.'s regasification plant
(SPLNG). SPL's output is contracted with BG Group and Gas Natural
SA under 20 year offtake contracts. SPLNG owns and operates a
liquefied natural gas receiving terminal with an aggregate
regasification capacity of four Bcf/d and five LNG storage tanks.
SPLNG has third party 20-year contracts for half of the capacity.
SPL expects to utilize SPLNG's existing infrastructure including
storage tanks and marine terminal under an affiliate contract.
Cheniere Energy Partners (CQP) owns SPL, SPLNG and expects to own
the Creole Trail Pipeline (CTPL). Post financial close, CQP is
expected to be owned by private equity funds managed by
Blackstone, Cheniere Energy, and public investors.

The principal methodology used in this rating was Generic Project
Finance methodology published in December 2010.


SALON MEDIA: CEO and CFO Resign; C. Jeffers Named New CEO
---------------------------------------------------------
Salon Media Group, Inc., entered into a separation agreement and
general release of claims with Mr. Norman Blashka, who resigned
from his position as Chief Financial Officer effective as of
May 31, 2012.  According to the terms of the Separation Agreement,
the Company agreed to provide, consistent with his employment
agreement, severance benefits to Mr. Blashka including (i) six
months of salary at his current base salary of $181,000 per annum,
(ii) continuation of his health insurance coverage through the
earlier of when Mr. Blashka is provided health benefits by a new
employer or November 2012.  Additionally, any portion of
previously granted options to purchase shares of the Company's
common stock which would have vested had he remained an employee
of the Company will become immediately vested and exercisable.  In
consideration for these severance benefits, Mr. Blashka agreed to
release all claims he may have against the Company, its affiliates
and agents.

On May 29, 2012, the Board of Directors of the Company accepted
the resignation of Mr. David Talbot as the Company's Chief
Executive Officer and appointed Ms. Cynthia Jeffers to serve as
the Company's Chief Executive Officer in place of Mr. Talbot, in
each case effective as of May 30, 2012.

Ms. Jeffers, age 38, has been serving as the Company's Chief
Technology Officer since May 7, 2012, and will continue to hold
that position.  She previously served for two years as Technical
Director at the Huffington Post, which was acquired by AOL Inc.
Prior to this, Ms. Jeffers worked as a researcher at Distance Lab,
a technology research lab in northern Scotland.  Ms. Jeffers'
technical background includes experience with web, mobile and new
and emerging platforms and she holds both a masters degree from
the Interactive Telecommunications Program at New York University
and a bachelors degree from Barnard College.

                          About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

The Company reported a net loss attributable to common
stockholders of $2.58 million on $4.57 million of net revenues for
the year ended March 31, 2011, compared with a net loss
attributable to common stockholders of $4.86 million on
$4.29 million of net revenues during the prior year.

Salon Media's balance sheet at Dec. 31, 2011, showed $1.65 million
in total assets, $12.94 million in total liabilities and a $11.29
million total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, Salon's
independent registered public accounting firm for the years ended
March 31, 2009, 2010, and 2011, included a "going-concern" audit
opinion on the consolidated financial statements for those years.
Burr Pilger expressed substantial doubt about the Company's
ability to continue as a going concern following the fiscal 2011
results.  The independent auditors noted that the Company has
suffered recurring losses and negative cash flows from operations
and has an accumulated deficit of $108.4 million at March 31,
2011.


SANITARY AND IMPROVEMENT: Case Summary & 24 Top Unsec. Creditors
----------------------------------------------------------------
Debtor: Sanitary and Improvement District Number 523
        10250 Regency Circle
        Suite 300
        Omaha, NE 68114

Bankruptcy Case No.: 12-81249

Chapter 11 Petition Date: June 5, 2012

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Mark James LaPuzza, Esq.
                  PANSING HOGAN ERNST BACHMAN
                  10250 Regency Circle, Suite 300
                  Omaha, NE 68114
                  Tel: (402) 397-5500
                  Fax: (402) 397-4853
                  E-mail: mjlbr@pheblaw.com

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

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

A copy of the Company's list of its 24 largest unsecured creditors
is available for free at http://bankrupt.com/misc/neb12-81249.pdf

The petition was signed by Herbert L. Freeman, chairman.


SOLAR MILLENNIUM: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Petitioner: Volker Bohm

Chapter 15 Debtor: Solar Millennium AG, Debtor in a Foreign
                   Proceeding
                   Nagelsbachstrasse 33
                   Erlangen D-91052
                   Germany

Chapter 15 Case No.: 12-11722

Type of Business: The Debtor is a company based in Germany that
                  operates value-added chain of solar-thermal
                  power plants.

                  Rechstanwalt Volker Bohm, the insolvency
                  administrator, says SMAG commenced insolvency
                  proceedings with a local court in Germany on
                  Dec. 31, 2011.  The Furth court in February 2012
                  ascertained that SMAG is insolvent and over-
                  indebted.

Chapter 15 Petition Date: June 4, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Debtor?s Counsel: R. Craig Martin, Esq.
                  DLA PIPER LLP (US)
                  919 North Market Street, Suite 1500
                  Wilmington, DE 19801
                  Tel: (302) 468-5655
                  Fax: (302) 778-7834
                  E-mail: craig.martin@dlapiper.com

Estimated Assets: $50,000,001 to $100,000,000

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

The Company did not file a list of creditors together with its
petition.

Affiliate that previously filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Solar Trust of America, LLC           12-11136            04/02/12


SOLO CUP: S&P Affirms 'B-' Corporate Credit Rating; Off Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings,
including the 'B-' corporate credit rating, on Highland Park,
Ill.-based Solo Cup Co. and removed them from CreditWatch with
developing implications, where S&P placed them on March 22, 2012.
The outlook is negative. "Subsequently, we are withdrawing the
ratings on Solo Cup following the repayment of its rated debt in
conjunction with Dart Container Corp.'s (not rated) acquisition of
the company," S&P said.


STOCKTON PUBLIC: Fitch Lowers Rating on 4 Bond Classes to Low-B
---------------------------------------------------------------
Fitch Ratings downgrades the following underlying ratings of the
Stockton Public Finance Authority, California:

  -- $55 million variable rate demand water revenue bonds, series
     2010A (Delta Water Supply Project) to 'BB+' from 'BBB-';

  -- $24.2 million 2005 water revenue bonds, series A (Water
     System Capital Improvement Projects) to 'BB+' from 'BBB-';

  -- $18.6 million water revenue bonds, series 2009A (Delta Water
     Supply Project) to 'BB+' from 'BBB-';

  -- $154.6 million water revenue bonds, series 2009B (taxable
     Build America Bonds) (Delta Water Supply Project) to 'BB+'
     from 'BBB-'.

The bonds remain on Rating Watch Negative.

Security

The 2005 series A and series 2010A bonds are payable from
installment payments made by the City of Stockton, California (the
city) to the authority, with such installment payments secured by
a senior lien pledge of net revenues of the city's water system
(the system).  The series 2009A and 2009B bonds are subordinate
lien bonds and are secured by net system revenues after payment of
senior lien obligations.  The authority has assigned its rights to
receive installment payments from the city to the trustee for the
benefit of bondholders.

Key Rating Drivers

COUNCIL RESOLUTION DRIVES DOWNGRADE: The city council passed a
resolution at its June 5, 2012, meeting authorizing the city
manager to file a petition seeking chapter 9 bankruptcy protection
in the event that ongoing confidential mediations fail to allow
the city to adopt a balanced budget for fiscal 2013.  The lack of
resolution in the mediation process to date coupled with the city
council's June 5th actions enhance the likelihood of a chapter 9
filing by the city and heighten credit concerns related to the
system.

POTENTIAL ACCELERATION RISK: There is a possibility that Union
Bank, N.A. (Union) may declare an event of default under the
reimbursement agreement (the RA) between Union, the authority, and
the city relating to the series 2010A bonds based on certain city
actions to date.  Actions by the city include the initiation of a
confidential mediation process between the city and various
creditors, one of the state statutory prerequisites for the
commencement of a chapter 9 bankruptcy filing.  An acceleration or
call for mandatory tender of the 2010A bonds by Union would likely
result in a payment default by the system on its bonds.

WILLINGNESS TO PAY CONCERN: The city's actions in recent months,
including the initiation of the confidential mediation process,
unscheduled debt service reserve draws on certain general fund
obligations, and the recent city council resolution authorizing a
chapter 9 contingency plan, call into question the city's ultimate
willingness to pay debt service on system obligations.

ADEQUATE OPERATIONS: System financial performance historically has
been sound, and the system's current financial position reportedly
is adequate.

DEPRESSED SERVICE AREA: The service area has been significantly
affected by weak economic and housing conditions.

What Could Trigger a Downgrade

BOND ACCELERATION: Acceleration or a call for mandatory tender by
Union of the series 2010A bonds as a result of an event of default
under the RA would place severe credit pressure on the authority's
bonds.  If such an acceleration or call for mandatory tender
should occur, the rating on the system bonds would be expected to
deteriorate rapidly and significantly from the current rating
level.

OTHER DEVELOPMENTS AFFECTING THE SYSTEM: Fitch's ongoing review
also will consider both future actions by the city that could
negatively affect the system, including a chapter 9 bankruptcy
filing by the city should it occur, as well as any developing
external system pressures, including higher reset rates and bank
bonds associated with the 2010A bonds.

Credit Profile

The Negative Watch reflects Fitch's primary concern that the
system could face significant pressure should Union declare an
event of default under the series 2010A bond letter of credit
(LOC) RA and the authority is required to fully repay the
obligations related to the series 2010A bonds immediately or over
a short period of time.

The Negative Watch also reflects Fitch's concern regarding
potential risks to system performance in the event of a chapter 9
bankruptcy filing by the city and related uncertainties under such
proceedings as well as from the system operating conditions both
within and outside of the city government.  Evidence of
deterioration of system performance, increased system exposure,
and/or an actual filing for chapter 9 bankruptcy protection by the
city would likely lead to deterioration of system credit quality,
and such downward rating action(s) may be acute and rapid.

The city's general fund operations have faced severe financial
weakness in recent years as a result of escalating budgetary costs
coupled with deteriorating revenues stemming from a significant
economic downturn within the city.  As a result, the city issued a
material event notice on Feb. 24, 2012, indicating the city
council would consider approval of a resolution (the resolution)
at its Feb. 28, 2012, city council meeting that: (a) the city
faced an immediate and severe financial crisis; (b) authorized the
commencement of a neutral evaluation process pursuant to state
statute; and (c) authorized and directed the city manager to
suspend payments on certain general fund obligations.  The
resolution was subsequently adopted by the city council at its
Feb. 28, 2012 council meeting.

Based on the resolution, the city issued a notice of initiation of
the neutral evaluation process on Feb. 29, 2012 to interested
parties, which included Union.  In addition, the city failed to
pay all or a portion of the billed debt service related to two
series of bonds payable from the city's general fund, resulting in
an unscheduled draw on the related debt service reserves;
bondholders were paid the full debt service payments when due on
March 1, 2012.

More recently, the city council passed a resolution on June 5,
2012 authorizing the city manager to file a petition for chapter 9
bankruptcy protection in the event that ongoing confidential
mediations with creditors, scheduled to conclude June 25, 2012,
fail to provide sufficient concessions that would allow the city
to adopt a balanced budget for fiscal 2013 by July 1, 2012.

These actions by the city constitute various events of default
pursuant to the RA.  To date, however, Union has not declared an
event of default under the RA nor exercised any of its related
rights. Should Union declare an event of default, obligations
under the RA resulting from 2010A tendered bonds (i.e. bank bonds)
would be subject to automatic acceleration while 2010A bonds not
tendered by bondholders may be subject to either acceleration or
mandatory tender at the option of Union.  If Union required a
mandatory tender, the LOC would expire 15 days after such
mandatory tender, at which time the city would be required to
reimburse Union for all obligations outstanding.

While there currently are no bank bonds outstanding and the 2010A
bonds continue to reset weekly at relatively low rates, the system
could face significant liquidity pressure in the event the LOC is
terminated as a result of Union declaring an event of default
under the RA.  Under such a situation, the city likely would be
unable to repay the 2010A bonds if accelerated or a call for
mandatory tender by Union.  Recent estimates indicate the system
has approximately $25 million in unrestricted cash, while the
trustee maintains approximately $15 million in funds related to
the series 2010A bonds, including the bond fund, the debt service
reserve, and unspent bond proceeds.

System financial performance historically has been favorable. For
the most recently available audit (fiscal year ending June 30,
2010), the system generated total debt service coverage of 1.5
times and maintained over 820 days cash.  Free cash as a percent
of depreciation also was strong at over 190%.  Unaudited figures
for fiscal 2011 also point to favorable system performance;
release of the city's audited financial statements is expected
sometime in June 2012.


SXP ANALYTICS: Agrees to Dismiss Chapter 11 Bankruptcy Case
-----------------------------------------------------------
Rick Romell at the Journal Sentinel reports SXP Analytics LLC
agreed on Monday to dismiss the Chapter 11 case it filed on
April 17, 2012.

According to the report, the move came in an agreement with
Emmanuel Mamalakis' estranged co-owner and co-founder, research
scientist Vitaliy Godlevsky.  Mr. Godlevsky had challenged
Mamalakis' authority to file for bankruptcy without his consent,
saying that SXP's operating agreement gave the two men equal say
in company decisions.

The report relates Mr. Godlevsky alleged Mamalakis had shut him
out of SXP after the PhD-holding physicist had created the
mathematical algorithms that have generated millions in profits.
In the dismissal stipulation filed Monday, SXP agrees that Mr.
Godlevsky owns one-third of the company.  The agreement doesn't
resolve the dispute over management authority.  Instead, the two
sides will enter mediation.

The report relates the agreement also calls for SXP and Mr.
Godlevsky to jointly try to get SXP's chief foe, a Houston firm
called Quantlab, to enter mediation as well.

The report adds, in a separate action in federal court in Houston,
Quantlab has accused SXP, Messrs. Mamalakis, Godlevsky and others
of conspiring to steal the Texas firm's trading algorithms,
computer code and other trade secrets.  That case was filed in
December 2009 and remains open.

The report says, in fighting the Texas case, SXP accused Quantlab
of violating securities law by "front-running" -- routing orders
for other brokerage firms but then profiting at their expense by
trading in the same stocks before the orders are executed.

According to the report, earlier this year, the judge barred
SXP from pursuing the front-running allegations in the Texas
litigation.  In filing for Chapter 11 in Milwaukee, SXP renewed
the charges in a different court.  With the agreement to drop the
bankruptcy action, however, SXP has lost its forum for advancing
the accusations.

SXP Analytics LLC does high-frequency stock trading.  SXP is owned
by local entrepreneur and lawyer Emmanuel Mamalakis.


TAS PROPERTIES: Sale Hearing Moved to July 5
--------------------------------------------
Robin Ford Wallace at the Dade County Sentinel reports a hearing
in U.S. Bankruptcy Court in Chattanooga, Georgia, scheduled for
last Thursday in the Chapter 11 proceedings of TAS Properties LLC
was postponed until July 5.

The report recounts TAS sought the court's permission to sell the
development to another LLC listed under a Nevada address, and the
continuance of the hearing on that matter represents the latest in
a series of such postponements throughout this winter and spring.

"There's a lot that I've learned, and all of us have learned,
about bankruptcy court," said Dade County Commission Chairman Ted
Rumley.  "There's a lot of senseless stuff.  This is something
that should be cut and dried."

TAS Properties LLC -- http://www.taspropertiesllc.com/-- is a
company owned by one of the partners in the Southern Group, the
developer of the Preserve at Rising Fawn.  According to the Dade
County Sentinel, a tax auction Dade County held Jan. 3 to recoup
back real estate taxes on Preserve properties was invalidated when
it was found that Southern Group had earlier deeded much of the
Preserve land to TAS.

TAS Properties filed for Chapter 11 protection (Bankr. E.D. Tenn.
Case No. 11-17124) on Dec. 28, 2011.  Judge John C. Cook presides
over the case.  David J. Fulton, Esq., at Scarborough, Fulton &
Glass, represents the Debtor.  The Debtor listed assets of
$5,500,000 and liabilities of $7,080,500.


TAYLOR BEAN: Sovereign Sues Stradley Ronon Over Losses
------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reports that Sovereign Bank
NA on Tuesday sued Stradley Ronon Stevens & Young LLP in
Philadelphia state court, accusing the firm of making errors in
the preparation of $200 million in loans to Taylor Bean & Whataker
Mortgage Corp.

Bankruptcy Law360 relates that the lawsuit claims Stradley's
mistakes prevented Sovereign from recovering its losses after
Taylor Bean filed for Chapter 11 in August 2009.

                         About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.


TCO FUNDING: Moody's Withdraws 'Caa2' CFR After Debt Repayment
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of TCO Funding
Corporation, a special purpose financing vehicle of Tensar
Corporation, following the refinancing of its senior secured term
loan with proceeds from a new unrated $175 million credit
facility. All ratings have been withdrawn since the issuer has no
rated debt outstanding.

Ratings Rationale

The following ratings of TCO Funding Corporation were withdrawn:

Corporate family rating at Caa2;

Probability of default rating at Caa2/LD; and

$224M senior secured term loan B at B2 (LGD2, 11%).

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

Tensar Corporation is a US-based multinational holding company
whose subsidiaries develop and manufacture an integrated suite of
products and services that provide soil stabilization, earth
retention, foundation support and erosion and sediment control for
infrastructure end-markets including transportation, commercial
construction and industrial construction. Revenues for the twelve
months ending September 30, 2011 were $231 million.


TECHNEST HOLDINGS: Henry Sargent Resigns as Director
----------------------------------------------------
Henry Sargent resigned as director of AccelPath, Inc., formerly
known as Technest Holdings, Inc.  Mr. Sargent's resignation is not
the result of any disputes, claims or issues with the Company.

                      About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.

Following the fiscal 2011 results, Wolf & Company, P.C., in
Boston, Massachusetts, expressed substantial doubt about Technest
Holdings' ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations, has negative cash flows from operations, a
stockholders' deficit and a working capital deficit.

The Company reported a net loss of $2.9 million on $450,000 of
revenues for the fiscal year ended June 30, 2011, compared with a
net loss of $325,000 on $0 revenue for the fiscal year ended
June 30, 2010.

The Company reported a net loss of $1.41 million on $470,037 of
revenue for the nine months ended March 31, 2012, compared with a
net loss of $1.05 million on $234,407 of revenue for the same
period a year ago.

The Company's balance sheet at March 31, 2012, showed
$5.29 million in total assets, $6.55 million in total liabilities
and a $1.25 million total stockholders' deficit.


TEN SAINTS: Wants Control of Case Through July 8
------------------------------------------------
Ten Saints LLC asks the Bankruptcy Court to extend its exclusive
period to solicit acceptances of its plan of reorganization
through July 8, 2012.

The Debtor said that since the commencement of the Bankruptcy
Case, it has (a) taken necessary steps to stabilize and run its
business operations more efficiently so as to retain the value as
a going concern; (b) engaged in an analysis of its real and
personal property interests; (c) ensured that its creditors have
been kept current for obligations incurred post-petition; and (d)
provided ongoing communications to all interested creditors to
ensure they are informed of key actions taken by Debtor during its
Bankruptcy Case.

On Sept. 23, 2011, secured lender Wells Fargo Bank N.A. filed a
motion for relief from the automatic stay to exercise its rights,
including foreclosure, with respect to the Debtor's property
located in Henderson, Nevada.  The Debtor has objected to the
request.

On Oct. 25, 2011, the Debtor and the official committee of
unsecured creditors appointed in the case filed a Plan of
Reorganization and Disclosure Statement.  The Court has not yet
set a confirmation hearing date.  Rather, the Stay Relief Motion
and the Debtor's request for approval of the Disclosure Statement
are currently under submission.  Following the rulings on the Stay
Relief Motion and the Disclosure Statement Motion, it is
anticipated that a confirmation hearing will be scheduled.

As the Debtor has filed its Plan and a plan confirmation hearing
will be set following rulings on the Stay Relief Motion and
Disclosure Statement Motion, the Debtor said it is certainly
expeditiously proceeding in good faith toward confirmation of its
Plan.  Further, to the extent that the Plan is not confirmed,
Debtor anticipates that only minor amendments would be necessary,
which minor amendments could be quickly confirmed.

                About Horizon Village Square et al.

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


TOPS HOLDING: Reports $651,000 Net Income in April 21 Quarter
-------------------------------------------------------------
Tops Holding Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $651,000 on $704.38 million of net sales for the
16-week period ended April 21, 2012, compared with a net loss of
$2.08 million on $717.25 million of net sales for the 16-week
period ended April 23, 2011.

The Company's balance sheet at April 21, 2012, showed $630.39
million in total assets, $688.85 million in total liabilities and
a $58.46 million total shareholders' deficit.

Frank Curci, Tops' President and CEO, commented, "We had a strong
first quarter highlighted by our improved operating margin and net
income.  We believe our differentiated go-to-market strategy
continues to resonate with our customers, and we remain focused on
delivering improved value to strengthen our customer loyalty and
meet the specific needs of each community we serve."

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

                        http://is.gd/31gVWc

                        About Tops Markets

Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues.  In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic.  Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order.  The remaining
48 stores are in the final process of being re-branded as Tops
stores.  Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.

                           *     *     *

In the Nov. 25, 2011, edition of the TCR, Moody's Investors
Service upgraded the Corporate Family and Probability of Default
Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1.
Tops Corporate Family Rating of B3 reflects the company's weak
credit metrics, its modest size relative to competitors, regional
concentration and aggressive financial policies.  The rating is
supported by its stable operating performance in a challenging
business and competitive environment, its good regional market
presence and its good liquidity.

As reported by the TCR on April 30, 2012, Standard & Poor's
Ratings Services raised its ratings on Buffalo, N.Y.-based Tops
Holdings Corp., including the corporate credit rating to 'B+' from
'B'.

"The upgrade primarily reflects our revised view of the company's
financial risk profile as 'aggressive' from 'highly leveraged,'"
said Standard & Poor's credit analyst Charles Pinson-Rose.


TRANS NATIONAL COMMS: Wants More Time to Seek Plan Votes
--------------------------------------------------------
Khali Henderson at Channel Partners reports that Trans National
Communications International Inc. said it is still "on track" to
emerge from Chapter 11 bankruptcy by July 31, despite filing a
motion for another week to get its creditors on board with the
plan.

The report relates the federal bankruptcy court in Massachusetts
will hear a third motion by TNCI to extend its exclusive right to
solicit acceptances of a reorganization plan and to move the
hearing date for approval of the Disclosure Statement to June 13.
This is the third extension requested in the case.  TNCI said an
amended plan would be submitted by June 11.  TNCI also filed a
motion for continue use of cash collateral through July 27.

The report notes TNCI's original hearing on the reorganization
plan was set for April 25 and was extended by the court to May 16.
Last month the court approved a motion to move the hearing to
June 6, with the deadline to respond to the amended plan moved to
June 1.

According to the report, the Creditors Committee -- Agent
Alliance, Sprint and Verizon -- and Qwest Communications (now
CenturyLink) filed an objection to approval of the amended plan of
reorganization. TNCI's bank, RBS Citizens, did not object.
Citizens Bank of Massachusetts is one of TNCI's largest secured
creditors with a claim of roughly $4.3 million.  Some of the
company's largest unsecured creditors include AT&T, Sprint and
Qwest (now CenturyLink), which is owed nearly $2 million.  Sprint
is owed more than $5 million while AT&T is owed roughly $1.66
million.

The report adds TNCI spokesperson Jeanne Duca said the company
plans to "resolve the final and remaining issues with regard to
carrier contracts and then move to accept and cure agent
agreements" likely in the week following the hearing, assuming the
new June 13 date is approved by the court.

               About Trans National Communications

Based in Boston, Massachusetts, Trans National Communications
filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case
No. 11-19595) on Oct. 9, 2011, estimating $1 million to $10
million in assets and $10 million to $50 million in debts.  Judge
William C. Hillman oversees the case.  Harold B. Murphy, Esq. and
Christopher M. Condon, Esq., at Murphy & King, serve as the
Debtor's counsel.  Verdolino & Lowey, P.C., serves as the Debtor's
financial advisors.  Mintz Levin Cohn Ferris Glovsky and Popeo PC
serves as the Debtor's special telecommunications counsel.  The
Staten Group and Bruce E. Rogoff, as chief restructuring officer
and advisor.

Anthony L. Gray, Esq., at Pollack & Flanders, LLP; and Kenneth M.
Misken, Esq., at Miles & Stockbridge, P.C., represent the Official
Committee of Unsecured Creditors.


TRIDENT MICROSYSTEMS: Fenwick & West OK'd as Panel's Tax Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Trident Microsystems, Inc. et al., to retain Fenwick &
West LLP as its special tax and claims counsel.

As reported in the Troubled Company Reporter on May 11, 2012,
Fenwick is expected to, among other things:

   a. evaluate the tax assets and liabilities of the Debtors;

   b. assist in the review of tax assessments (final and
      proposed) made against the Debtors; and

   c. assist in the determination of the proper levels of debt and
      equity for Debtor TMFE and help to evaluate the debt
      capacity of Debtor TMFE in light of its operating cash
      flows, particularly as the determinations are addressed in
      the Internal Revenue Code and the regulations promulgated
      thereunder.

The Committee related that Fenwick's services will not be
duplicative of the services provided by Pachulski Stang Ziehl &
Jones LLP.

The attorneys expected to be principally responsible for the case,
and their respective hourly rates are:

         Michael F. Solomon           $950
         Will Skinner                 $650
         Mark Porter                  $520
         Ora Grinberg                 $425

To the best of the Committee's knowledge, Fenwick does not
represent any other entity having an adverse interest in
connection with the Chapter 11 cases.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.


TYSON FOODS: Moody's Reviews 'Ba2' Sr. Unsec. Rating for Upgrade
----------------------------------------------------------------
Moody's Investors Service has assigned a provisional senior
unsecured debt rating of (P)Baa3 to proposed senior unsecured
guaranteed notes being offered on June 6 by Tyson Foods, Inc. and
placed all other long-term debt ratings of Tyson and its
subsidiaries under review for possible upgrade. Tyson's
speculative grade Corporate Family Rating, Probability of Default
Rating and Speculative Grade Liquidity rating are not under
review; however, these will be withdrawn if the ratings that have
been placed under review are upgraded.

Moody's rating action follows the June 6 announcement that Tyson
has amended certain restrictive bank facility covenants and has
launched a senior unsecured guaranteed note offering to fund a
cash tender offer for an upcoming note maturity.

"The provisional rating assignment and the possible upgrade of
other security ratings assumes that the size of the proposed note
offering, together with the proposed tender offer and covenant
amendments, will be sufficient to resolve weaknesses in the
company's liquidity profile that have been a barrier to Tyson's
achieving an upgrade to investment grade," said Brian Weddington,
a Moody's Senior Credit Officer.

Moody's has placed Tyson's existing long-term debt ratings under
review for possible upgrade pending the completion of the
announced transactions. Upon the successful closing of the note
offering, after which, the bank credit facility amendment becomes
effective, Moody's will assign a Baa3 rating to the new notes,
upgrade Tyson's existing long-term debt ratings and withdraw its
speculative grade Corporate Family Rating, Probability of Default
Rating and Speculative Grade Liquidity rating.

Ratings Rationale

Tyson's ratings reflect the company's large size and scale in
three main proteins -- chicken, pork and beef -- that provide
important earnings diversification within the protein processing
industry that is volatile, highly competitive and generates low
profit margins. The ratings also reflect meaningful improvements
in Tyson's operating strategy in recent years that have focused on
margin management and establishing a strong liquidity profile.

Ratings Assigned:

Tyson Foods, Inc.:

Proposed Senior Unsecured Guaranteed Notes at (P)Baa3;

Senior Unsecured Shelf at (P)Baa3.

Ratings Placed Under Review For Possible Upgrade:

Tyson Foods, Inc.:

Senior Unsecured Guaranteed notes at Ba1 (LGD 4 62%)

Senior Unsecured notes at Ba2 (LGD 6 90%)

Senior Unsecured shelf at (P)Ba2 (LGD 6 90%)

Tyson Fresh Meats, Inc.:

Senior Unsecured MTN at (P)Ba1 (LGD4 62%)

Tyson is offering new senior unsecured guaranteed notes (to be
guaranteed by all Tyson subsidiaries), the proceeds from which
will be used to tender, in whole or in part, for the 10.5% $810
million senior unsecured guaranteed notes due April 2014. Moody's
expects that any offering cash proceeds, remaining after the
tender is completed will be used along with existing cash balances
and future free cash flow to repay the 3.25% $458 million
convertible senior unsecured notes on either the July 12, 2013
conversion date or the October 15, 2013 maturity date.

Tyson also announced on June 6 that it has entered into an
amendment to its existing $1 billion bank credit facility
agreement to permit the issuance of the proposed new senior notes
and to modify certain financial covenants. This amendment will
replace the current leverage ratio covenant with a more flexible
maximum 50% debt to capitalization covenant and a tightened (to
3.75 times from 3.00 times) interest coverage covenant, which
Moody's estimates will provide sufficient covenant cushion to
allow Tyson to access its bank facility even in times of high
earnings volatility that is typical of the protein industry.

Proforma for the proposed note offering and tender, Moody's
estimates that Tyson will be able to comfortably maintain for the
foreseeable future a minimum of $1.5 billion of liquidity (cash
and committed bank line availability), an amount that Moody's
believes is appropriate for an investment grade rating for Tyson.

Tyson Foods, Inc. is one of the world's leading meat protein
processors, with operations in beef, chicken and pork processing,
as well as branded packaged foods. Sales for the last 12 months
ended March 31, 2012 totaled $33.2 billion.

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


TYSON FOODS: S&P Gives 'BB+' Prelim Senior Unsecured Debt Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
senior unsecured debt rating to Springdale, Ark.-based meat
marketer and producer Tyson Foods Inc.'s Rule 415 shelf
registration, filed  with the Securities and Exchange Commission.
The new shelf has an indeterminate aggregate initial offering
amount and number of debt securities. "The shelf may offer related
debt securities and guarantees by one or more of Tyson's
subsidiaries from time to time. Such guarantees could result in
our assigning higher ratings to senior unsecured debt drawn off
the shelf than the preliminary rating we have assigned to the
shelf," S&P said.

"In light of these guarantees, we assigned our 'BBB-' issue level
rating to the company's minimum $750 million senior unsecured
notes offering maturing 2022 (subject to final terms and
conditions), which the company announced , will be drawn off of
this shelf. The notes are currently guaranteed by each of Tyson's
existing wholly owned domestic subsidiaries that are guarantors
under the company's bank credit facility," S&P said.

"The company will use proceeds from the notes issue to repay its
$810 million 10.5% senior unsecured notes maturing 2014 (rated
'BBB-' and currently guaranteed by all material domestic
subsidiaries). These notes contain a springing guarantee which
would fall away in the event of a ratings upgrade by another
rating agency. However, for analytical purposes, we would treat
the springing guarantee as remaining in place in the event of an
upgrade, because in the event of a downgrade the guarantee would
become effective again," S&P said.

"The 'BB+' preliminary shelf rating is the same as the company's
existing senior unsecured unguaranteed notes ratings, and one
notch below the 'BBB-' corporate credit rating. This reflects our
view that the debt obligations are structurally subordinated to
priority obligations of the operating subsidiaries of the issuer
(Tyson Foods, which is primarily a holding company). The ratings
on the company's senior unsecured notes offering maturing 2022
reflect the notes' current guarantee package, which includes
guarantees by all existing material domestic subsidiaries,
including Tyson Fresh Meats, which contributed 89% of Tyson's
fiscal 2011 income from continuing operations. However, the 2022
notes' guarantees could be released if any other guarantee on the
company's indebtedness (including the company's $1 billion of
notes due 2016, guaranteed by Tyson Fresh Meats Inc.) is released.
In the event of a release of the Tyson Fresh Meats Inc. guarantee
(which we are currently not anticipating occurring before 2016),
we could lower the ratings on the 2022 notes if we deem the
structural subordination to be material. (Per our criteria the
materiality threshold for structural subordination, absent other
mitigating factors, is a ratio of priority liabilities to
consolidated adjusted total assets that exceeds 20%)," S&P said.

"Our corporate credit rating on Tyson Foods reflects our
assessment of its 'satisfactory' business risk profile and
'intermediate' financial risk profile. Key credit factors include
Tyson's leading market shares, degree of operating efficiency,
extent of geographic diversity, ability to manage price
volatility, track record in mitigating earnings volatility, and
moderate financial policies. We believe the company will sustain
its improved credit measures and reduced debt levels (which
declined by $416 million in fiscal 2011) despite the likelihood of
softer earnings in the coming quarters. This includes maintaining
a debt-to-EBITDA ratio of near or below 2x, and a funds from
operations-to-debt ratio of greater than 35% by fiscal year-end
2012," S&P said.

RATINGS LIST
Tyson Foods Inc.
Corporate credit rating           BBB-/Positive/--

Ratings Assigned
Tyson Foods Inc.
Senior unsecured notes due 2022   BBB-
Rule 415 shelf registration       BB+(prelim.)


UNIGENE LABORATORIES: To Eliminate $22.4 Million Founders' Debt
---------------------------------------------------------------
Unigene Laboratories, Inc., entered into a settlement and release
agreement with the founding Levy family that allows the Company to
eliminate, on or before Sept. 30, 2012, its entire outstanding
indebtedness to the Founders ($22.4 million as of March 31, 2012)
upon paying $8 million in cash and issuing 5,000,000 shares of
Unigene's common stock.  The 5,000,000 shares of common stock will
be subject to a lock-up period through Dec. 31, 2013.  The Company
will make two interim payments of $150,000 each to the Founders.
The first of which was paid on May 30, 2012, and the second of
which is due on June 29, 2012.  Both interim payments will be
applied against the $8 million cash payment.  The remaining $7.7
million cash payment and the issuance of 5,000,000 shares of
Unigene's common stock to the Founders must occur by Sept. 30,
2012, to avoid termination of the settlement and release
agreement.

Under its current terms, the Founder's debt earns interest at a
fixed rate of 12% per annum, and is scheduled to mature on
June 18, 2013.  In the absence of the settlement and release
agreement, at June 18, 2013, the total amount of the Founders debt
outstanding, including interest, would be $23.7 million.  This
amount excludes five monthly payments totaling $750,000 that were
scheduled to be made from May through September 2012, in
accordance with a March 10, 2011, settlement agreement.

The Company also announced that Victory Park Capital has agreed to
temporarily waive certain cash, cashflow and revenue triggered
default covenants under its senior secured convertible note.  In
addition, on May 29, 2012, the Company and Victory Park
Management, LLC agreed that if on or before Sept. 21, 2012, the
Company has not secured sufficient funds to pay the remaining
balance of $7.7 million to the Founders, then Victory Park shall
have the right, but not the obligation, to finance the remaining
$7.7 million payment to the Founders.  If Victory Park exercises
such right, the resulting loan to the Company shall be deemed an
obligation under its existing financing agreement with Victory
Park, provided that the additional notes covering the $7.7 million
payment will be immediately convertible at a price equal to the
average closing price of Company's common stock (on the OTCBB)
during the sixty trading days prior to May 29, 2012.

Ashleigh Palmer, Unigene's President and CEO, stated, "I would
like to thank the Levy family for their respectful negotiations
throughout recent weeks and their willingness to help Unigene
address its debt burden, culminating in a mutually acceptable
outcome for both parties."   Palmer continued, "Unigene's number
one challenge remains addressing our debt and restructuring our
balance sheet.  I believe that today's announcement represents
tremendous progress towards achieving this priority commitment to
our shareholders.  We are now prepared to enter the next phase of
our critical mission and begin working with Victory Park Capital
in earnest to restructure the remaining convertible note."  Palmer
concluded, "We are immensely grateful to Richard Levy and Victory
Park Capital for their tremendous support to date for Unigene and
its turnaround management team and focused growth strategy and, in
particular, for temporarily waiving relevant default provisions to
facilitate the Company's debt restructuring efforts."

Unigene's senior management will host a conference call on
Tuesday, June 5, 2012, at 4 p.m. ET to provide the investment
community with a corporate update followed by a question and
answer session.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at March 31, 2012, showed $14.07
million in total assets, $74.83 million in total liabilities and a
$60.75 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.


UNITED RETAIL: Has Until June 14 to Propose Reorganization Plan
---------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York extended The United Retail Group,
Inc., et al.'s exclusive periods to propose and solicit
acceptances for a chapter 11 plan until June 14, 2012, and
Aug. 13, respectively.

The extension granted by the judge was shorter than the time-frame
requested by the Debtors.  The Debtors had sought exclusivity
extensions until July 30, and Sept. 28, respectively.

In the extension motion, the Debtors said that since the closing
date of the assets sale, they have focused on confirming a chapter
11 plan of liquidation, analyzing and objecting to claims and
making distributions to creditors.  With respect to claims, the
Debtors have begun to examine the claims filed as of the April 27,
2012 bar date in an effort to advance the reconciliation process
to ensure timely and appropriate distributions to creditors.  With
respect to the plan process, the Debtors are soliciting input from
the Committee and the buyer on the best means for implementing
distributions to creditors on a timeline consistent with the asset
purchase agreement's "designation periods" and the remaining wind-
down activities.

The Debtors said that the discussions have advanced, and they are
expected to shortly file a plan and related disclosure statement
and solicitation procedures motion.

                     About United Retail Group

United Retail Group Inc., owner of the Avenue brand of women's
fashion apparel and a subsidiary of Redcats USA, sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 12-10405) on Feb. 1,
2012, as it seeks to sell the business to Versa Capital Management
for $83.5 million, subject to higher and better offers.

The Company's legal advisor is Kirkland & Ellis LLP; AlixPartners
LLP serves as restructuring advisor and Peter J. Solomon Company
serves as financial advisor and investment banker; and Donlin
Recano & Company Inc. is the notice, claims and administrative
agent.  Versa Capital's legal advisor is Sullivan & Cromwell LLP.

Avenue has 433 stores and an e-commerce site --
http://www.avenue.com/. Avenue employs roughly 4,422 employees,
roughly 294 of which are located at Avenue's corporate
headquarters in Rochelle Park, New Jersey or at the Troy
Distribution Facility.  The Company disclosed $117.2 million in
assets and $67.3 million in liabilities as of the Chapter 11
filing.

Cooley LLP serves as counsel for the Official Committee of
Unsecured Creditors.


US FIDELIS: Sets July 16 Hearing for Confirmation of Plan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee for US Fidelis Inc. will
seek confirmation of its proposed liquidating Chapter 11 plan at a
hearing July 16.  The committee on June 5 obtained approval of the
disclosure statement explaining the Plan.

The plan would set up a fund paying $14.1 million in restitution
to the company's customers.  For trade creditors with at least
$12.4 million in approved claims, there will be a separate
liquidating trust.  The explanatory disclosure statement shows
that trade suppliers should recover between 24% and 32%.  Secured
creditor Mepco Finance Corp. will receive $4.8 million cash plus
other property, along with releases.  The plan is based in part on
a global settlement that includes Mepco and states' attorneys
general. The settlement was reached after a two-day mediation.

                        About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., advise the Debtor.  GCG, Inc., is the
consumer claims and noticing agent.

Allison E. Graves, Esq., Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.

The Company scheduled assets of $74.4 million and liabilities of
$25.8 million as of the petition date.


VALEANT PHARMACEUTICALS: S&P Keeps 'BB' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating and '1' recovery rating to Montreal-based pharmaceutical
company Valeant Pharmaceuticals International Inc.'s incremental
$500 million term loan B due Feb. 13, 2019. All other ratings,
including the 'BB' corporate credit rating, remain unchanged. "The
company intends to use the proceeds from this issuance, which will
increase pro forma leverage to about 3.9x - in line with our
expectations, for general corporate purposes," S&P said.

"The ratings on Valeant reflect Standard & Poor's view that the
company will maintain a 'significant' financial risk profile.
Despite our expectation of acquisition activity, we believe the
company will only commit to acquisitions that do not result in
leverage consistently above 4x, in line with their stated
financial policy. Our consideration of Valeant's business risk
profile as 'fair' reflects the benefits of a broader product
portfolio, geographic diversification, and expanded pipeline it
has achieved through multiple acquisitions over the past two
years. This is offset by the potential for integration issues, and
the potential challenges of managing a very large portfolio of
small products, given the high level of acquisition activity," S&P
said.

RATINGS LIST

Valeant Pharmaceuticals International Inc.
Corporate Credit Rating                 BB/Stable/--

New Ratings

Valeant Pharmaceuticals International Inc.
Incremntl $500 mil term ln B due 2019   BBB-
   Recovery Rating                       1


VELO HOLDINGS: Gets OK to Auction Neverblue Communications Assets
-----------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York approved bidding procedures for the
sale of substantially all assets of Debtor Neverblue
Communications, Inc., and 100% of the equity of 3091224 Nova
Scotia Company that is owned by LN, Inc.

The auction will take place at 10 a.m. (prevailing Eastern Time)
on July 31, 2012, at the offices of Dechert LLP, 1095 Avenue of
the Americas, New York City or at later time or other place as the
sellers will determine after consultation with their advisors.
Qualified bids are due 5 p.m. on July 27.

The Court ordered that if, as of the bid deadline, the only
qualified bid received by the sellers is the Stalking Horse Bid,
the Sellers will not conduct the auction and will instead seek
approval of the Stalking Horse Bid at the sale hearing.  The sale
hearing will be held on Aug. 21, at 10 a.m. prevailing Eastern
Time.  Objections, if any, are due 5 p.m. on Aug. 7.

The cure objection deadline is set at 5 p.m., on Aug. 14.

As reported in the Troubled Company Reporter on May 25, 2012, Velo
Holdings Inc., et al., related that the material terms of the
proposed asset purchase agreement and sale order are:

   Purchaser:              An acquisition vehicle to be formed by
                           the First Lien Agent (the Stalking
                           Horse Bidder or the Purchaser).

   Sellers:                Debtor Neverblue Communications, Inc.
                           and Debtor LN, Inc.

   Purchase Price:         In addition to the assumption of the
                           Assumed Liabilities, the aggregate
                           purchase price for the Transferred
                           Assets and the Transferred Equity will
                           be $20 million.

   Asset and Equity
     Acquisitions:         At the Closing, the Purchaser will
                           purchase from Neverblue all rights,
                           title, and interests in all of
                           Neverblue's assets, except for the
                           Excluded Assets.  In addition, at the
                           Closing, the Purchaser will purchase
                           from LN the entire issued and
                           outstanding Equity Interest in 3091224
                           Nova Scotia Company, free and clear of
                           all Liens, claims and interests, other
                           than Permitted Exceptions.

   Termination:            Among other things, the Agreement may
                           be terminated at any time prior to the
                           Closing (a) by written agreement of the
                           Purchaser and the Sellers, (b) by
                           either the Purchaser or the Sellers,
                           unless for cause, by giving written
                           notice of the termination to the other
                           parties, if the Closing will not have
                           occurred on or prior to Sept. 30, 2012,
                           (c) by either the Purchaser or the
                           Sellers if Sellers, in compliance with
                           the Bidding Procedures consummate a
                           transaction constituting a Competing
                           Bid, or (d) by either the Purchaser or
                           the Sellers, unless by breach of this
                           Agreement by any party thereto, if the
                           Bankruptcy Court does not enter the
                           Sale Order by Aug. 31, 2012.

The Sellers will afford each Acceptable Bidder who has delivered
an executed Confidentiality Agreement access to due diligence
materials concerning the Assets.  The Sellers will designate an
employee or other representative to coordinate all reasonable
requests for additional information and due diligence access from
the Acceptable Bidders.

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

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VELO HOLDINGS: Alan M. Jacobs OK'd as Chief Restructuring Officer
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Velo Holdings Inc., et al., to employ AMJ Advisors
LLC's Alan M. Jacobs as chief restructuring officer for Credit &
Identity Theft Protection Business and Lifestyle and Shopping
Business, nunc pro tunc to the Petition Date.

As reported in the Troubled Company Reporter on April 24, 2012,
prior to the Petition Date, the Debtors marketed credit and
identity theft protection programs directly to consumers through a
business segment operated primarily by Debtor FYI Direct, Inc.,
and several of its non-debtor affiliates.  In addition, prior to
the Petition Date, certain of the Debtors and their non-debtor
affiliates marketed lifestyle and shopping related programs that
provide access to various consumer goods and services at discount
rates using online and offline channels.  The Debtors refer to the
business as the "Lifestyle & Shopping Business"; and colloquially
refer to that business together with the Credit & Identity Theft
Protection Business as their "ACU Business".

To maximize the value of the harvest transaction and to secure the
consensual use of cash collateral and obtain postpetition lending,
the Debtors determined to appoint a CRO for the ACU Business to
lead the harvest transaction and the restructuring of the ACU
Business' operations.

The Debtors propose to pay AMJ for the services of the CRO a
monthly fee of $75,000, plus reimbursement for any reasonable out-
of-pocket disbursements, payable on the 10th day of the succeeding
month after which services were performed upon presentment of a
monthly invoice.  Prior to the Petition Date, AMJ received a
retainer in the amount of $150,000.  AMJ and the Debtors are also
in the process of negotiating a fee, which will be determined and
payable in accordance with the Debtors' key employee incentive
program applicable to the ACU Business, which the Debtors are also
in the process of finalizing with the holders of the majority of
the Debtors' first lien debt.

In his role as CRO, Mr. Jacobs' responsibilities will include:

   a. supervising, directing and making final and binding
      decisions with respect to the Debtors' ACU Business and all
      aspects of the implementation and completion of the harvest
      of the ACU Business;

   b. providing final approval for all DIP Budgets and forecasts
      with respect to the ACU Business (other than line items for
      professional fees, which will be subject to Court approval
      and the terms and conditions of the Court's orders approving
      the Debtors' debtor-in-possession financing facility and use
      of cash collateral); and

   c. developing and implementing business and litigation
      strategies to maximize the value of the harvest of the ACU
      Business.

Alan M. Jacobs, president of AMJ Advisors, attests that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
Debtor-affiliate V2V Holdings LLC disclosed $162,990,423 in assets
and $643,858,584 in liabilities as of the Chapter 11 filing.  The
petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VELO HOLDINGS: Alvarez & Marsal OK'd as Restructuring Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Velo Holdings Inc., et al., to employ Alvarez &
Marsal North America, LLC, as restructuring advisor.

As reported in the Troubled Company Reporter on May 8, 2012, A&M
is expected to, among other things:

   a. assist with the implementation of the Debtors' business plan
      and related creditor diligence;

   b. assist with the Debtors' cash flow forecasting;

   c. if necessary, participate in hearings before the bankruptcy
      court with respect to matters upon which A&M has provided
      advice, including coordinating with the Debtors' counsel
      with respect to testimony in connection therewith.

Robert A. Campagna, Jr., a managing director with A&M, tells the
Court that the hourly rates of A&M personnel are:

         Managing Directors          $650 - $850
         Directors                   $450 - $650
         Associates                  $350 - $450
         Analysts                    $250 - $350

A&M and A&M Securities received $250,000 as an initial retainer in
connection with preparing for and conducting the filing of the
Chapter 11 cases.  In the 90 days prior to the Petition Date, A&M
and A&M Securities received retainers and payments totaling
$2,042,125 in the aggregate for services rendered and expenses
incurred for the Debtors.  A&M and A&M Securities have applied
these funds to amounts due for services rendered and expenses
incurred prior to the Petition Date.

A&M relates that at this time, it is not possible to estimate the
number of professional hours that will be required to perform the
services contemplated by the Engagement Letter.  Accordingly, it
is not possible to estimate the total compensation to be paid to
A&M under the Engagement Letter.

Mr. Campagna assures the Court that A&M is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

As part of the overall compensation payable to A&M under the terms
of the Engagement Letter, the Debtors have agreed to certain
indemnification obligations.

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
Debtor-affiliate V2V Holdings LLC disclosed $162,990,423 in assets
and $643,858,584 in liabilities as of the Chapter 11 filing.  The
petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VELO HOLDINGS: Committee Can Retain Carl Marx as Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Velo Holdings Inc., et al., to retain Carl
Marks Advisory Group LLC as its financial advisor.

As reported in the Troubled Company Reporter on May 11, 2012, CMAG
is expected to, among other things:

   -- analyze the financial position of the Debtors;

   -- analyze the Debtors' business plans, cash flow projections,
      restructuring programs, and other reports or analyses
      prepared by the Debtors or their professionals in order to
      advice the Committee on the viability of the continuing
      operations and reasonableness of projections and underlying
      assumptions; and

   -- analyze the financial ramifications of proposed transactions
      by the Debtors, including but no limited to cash management,
      assumption/rejection of contracts, asset sales, management
      compensation or retention and severance plans.

The hourly rates of CMAG's personnel are:

         Partners/Managing Directors     $700 - $795
         Directors/Vice Presidents       $500 - $595
         Associates                      $400 - $495
         Analysts                        $300 - $395

CMAG has not been paid any retainer against which to bill fees and
expenses.

To the best of the Committee's knowledge, CMAG has no interest
adverse to the Debtors' estates.

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VELO HOLDINGS: Court Approves Cooley LLP as Committee Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Velo Holdings Inc., et al., to retain Cooley
LLP as its counsel.

As reported in the Troubled Company Reporter on May 8, 2012, the
hourly rates of Cooley's personnel are:

         Jar R. Indyke, partner         $895
         Cathy Hershcopf, partner       $795
         Jeffrey L. Cohen, partner      $660
         Michael A. Klein, associate    $630
         Alex R. Velinsky, associate    $445
         Dana S. Katz, associate        $445
         Rebecca Goldstein, paralegal   $255

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

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
Debtor-affiliate V2V Holdings LLC disclosed $162,990,423 in assets
and $643,858,584 in liabilities as of the Chapter 11 filing.  The
petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.


VELO HOLDINGS: Court Approves $2.875-Mil. Incentive-Bonus Plan
--------------------------------------------------------------
Velo Holdings Inc. won approval from Bankruptcy Judge Martin Glenn
to implement a Key Employee Incentive Plan that sets aside roughly
$2.875 million in incentive-bonus payments for a number of the
Debtors' employees (including insiders) if the Debtors' businesses
reach certain financial goals.

The Court overruled the U.S. Trustee's objection to the bonus
plan.  The Court held the KEIP properly incentivizes all Key
Employees, the KEIP meets the requirements of section 503(c) of
the Bankruptcy Code, and the KEIP is a valid exercise of the
Debtors' business judgment.

The Debtors discussed the design of the KEIP with their outside
advisors and a majority of the lender parties and their advisors.
The lender parties included General Electric Capital Corporation,
Goldentree Asset Management LP, Chase Lincoln Financial
Corporation, and Barclays Bank plc, in their capacity as first
lien lenders.

The KEIP includes earnings performance targets based on the
applicable business or sale plan for each of the Debtors' business
unit.  The KEIP was subsequently amended to include modifications
to the proposed service milestones for George Thomas, General
Counsel of the Debtors, and the compensation terms for Vincent
DiBenedetto, President of Coverdell & Company, Inc.  The U.S.
Trustee and the Official Committee of Unsecured Creditors have
consented to these modifications.

The KEIP is separately tailored to three of the Debtors'
businesses with specific incentive programs for these Debtors: (1)
FYI Direct, Inc., Brand Magnet, Inc. and Adaptive Marketing LLC --
ACU Business;  (2) Coverdell & Company, Inc., and its non-debtor
affiliates; and (3) Neverblue Communications, Inc., and certain
its non-debtor affiliates.

A copy of the Court's June 6, 2012 Memorandum Opinion is available
at http://is.gd/YpZ4bafrom Leagle.com.

                  About Velo Holdings, V2V et al.

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Jeffrey L. Cohen, Esq., at Cooley LLP,
represents the Committee.


VISUALANT INC: SPP Invests US$2.2MM in Exchange for 17.3MM Shares
-----------------------------------------------------------------
Visualant, Inc., announced the signing of a comprehensive group of
agreements with Sumitomo Precision Products Co., Ltd., a Japan
corporation.

On May 31, 2012, Visualant executed a Stock Purchase Agreement
with Sumitomo Precision, whereby SPP will invest US$2,250,000 into
Visualant in exchange for 17,307,693 shares of restricted common
shares priced at $0.13 per share.  In addition, Visualant and SPP
have entered into a one year Joint Development Agreement focused
on the commercialization of the Visualant SPM technology and a
License Agreement providing SPP with an exclusive license of the
SPM technology in identified Asian territories.  SPP will pay
Visualant an initial payment of US$1 million for the License
Agreement, and a running royalty for the license will be
negotiated at the completion of the Joint Development Agreement.

These agreements are the culmination of several months of work by
the parties developing and testing the SPM products, analyzing the
market potential for the SPM technology and developing product
plans.

"The investment by Sumitomo Precision Products is a significant
milestone in the history of Visualant," said Visualant Founder and
CEO Ron Erickson.  "SPP is a splendid partner.  Pursuant to our
Joint Development Agreement, we look forward to working with SPP
to bring our Spectral Pattern Technology to the marketplace where
we can provide elegant and efficient solutions in security and
authentication, as well as medical, environmental and agricultural
diagnostics."

"Sumitomo Precision Products has a reputation for excellence,"
stated Susumu Kaminaga, SPP President.  "We look forward to
providing our technical and manufacturing expertise to the task of
creating compelling products using the Visualant SPM technology.
We believe the SPM technology has a bright future and we are very
pleased to partner with Visualant to accelerate its development."

A copy of the License Agreement is available for free at:

                        http://is.gd/igGlph

A copy of the Joint Research Agreement is available for free:

                        http://is.gd/egGJp3

A copy of the Stock Purchase Agreement is available for free at:

                        http://is.gd/KYEfvG

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on October 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at Dec. 31, 2011, showed $4.23 million
in total assets, $5.96 million in total liabilities, $39,504 in
noncontrolling interest and a $1.76 million in total stockholders'
deficit.


WASHINGTON LOOP: Wells Fargo Has Green Light to Recover Equipment
-----------------------------------------------------------------
The Bankruptcy Court granted the request of Wells Fargo Equipment
Finance, Inc., for relief from the automatic stay in the Chapter
11 case of Washington Loop, LLC, to repossess:

     -- one Kobelco Model SK480lC Excavator, S/N YS06-U0326
together with all accessories, attachments, parts, repairs,
additions and replacements attached thereto; and

     -- one John Deere 824J Loader, S/N DW824JX596977 all of the
above to include attachments, replacements, substitutions,
additions and accessions, thereof, plus the proceeds of all the
foregoing.

                      About Washington Loop

Punta Gorda, Florida-based Washington Loop, LLC, operates an
aggregate mine in Charlotte County, Florida.  The Company owns two
parcels of real property and improvements -- the Loop Property and
the Mirror Lakes Property -- which, together, comprise roughly 474
adjoining acres in Punta Gorda, Charlotte County.  The Company
filed for Chapter 11 bankruptcy protection on March 31, 2011
(Bankr. M.D. Fla. Case No. 11-06053).  Judge Jeffery P. Hopkins
presides over the case. Steven M. Berman, Esq., and Hugo S.
deBeaubien, Esq., at Shumaker, Loop & Kendrick, LLP, in Tampa,
Fla., represent the Debtor as counsel.  The Debtor disclosed
$45,098,259 in assets and $19,703,694 in liabilities as of the
Chapter 11 filing.

The Debtor was dismissed from a prior Chapter 11 case (Case No.
10-27981) by order of the Court entered on March 17, 2011.  In the
prior Chapter 11 case, the Debtor's Schedule F, as filed under
penalty of perjury, listed some 34 general unsecured creditors
totaling claims of $1,953,354.  All Schedule F debts were listed
as non-contingent, liquidated, and undisputed.

The Debtor now declares that all Schedule F debts are
unliquidated.  These schedules were filed no less than two weeks
after the dismissal of the prior Chapter 11 case, and only six
weeks after the Debtor filed its Schedule F in that case.

Don Walton, the United States Trustee for Region 21, and Charles
A. Robinson Living Trust, creditor and interest holder against
Washington Loop, filed separate requests to convert the Debtor's
2011 Chapter 11 reorganization case to Chapter 7 liquidation.

On Sept. 19, 2011, the Court appointed of Louis X. Amato as
Chapter 11 trustee, which is represented by Shumaker, Loop &
Kendrick, LLP.  The trustee tapped Rock Enterprises, Inc., as
engineering consultant, Joseph R. Schortz, C.P.A, PLLC, as
accountants, Douglas Wilson Companies as broker, and Lovina Lehr
as consultant.

No committee has been appointed in either of the Debtors' cases.


WATERSONG APARTMENTS: Court Dismisses Chapter 11 Case
-----------------------------------------------------
The Bankruptcy Court has ordered the dismissal and closing of the
Chapter 11 case of Watersong Apartments, L.P.

Secured creditor OneWest Bank, FSB, sought dismissal of the case
in April, citing unreasonable delay by the Debtor that is
prejudicial to its creditors, including OneWest.

In February 2009, the Debtor borrowed $9,495,300, secured by
a Deed of Trust against the Watersong Apartments, located
at 14645 Las Flores Drive, in Dallas, Texas.  The Debtor made
payments under that loan for only one year.  The Debtor commenced
the single asset case in April 2011 on the eve of OneWest's
scheduled non-judicial foreclosure against the Property.

The bank said continuing the bankruptcy will only serve to prolong
the nearly one year of the parties incurring unnecessary legal
expenses as there has been no progress in the Debtor's
reorganization.

As reported by the Troubled Company Reporter on Feb. 10, 2012,
Judge Louise DeCarl Adler denied the approval of the first amended
disclosure statement supporting the first amended plan of
reorganization filed by Watersong Apartments.  The Court also
denied approval of the Debtor's original disclosure statement
because it was "so deficient as to require it to be completely
redrafted."  OneWest Bank objected to the plan outline.

As reported by the TCR on July 26, 2011, the Plan was an "earn-
out" Plan.  The Debtor seeks to accomplish payments under the Plan
by making periodic payments or lump sum payments, depending on the
class, to the holders of allowed claims from 1) funds available on
the Effective Date; 2) post Plan confirmation earnings of the Plan
Proponents.  Under the Plan, OneWest Bank's Class 2 secured claim
of $10,400,000 principal, plus arrearges will be paid in full
through the sales of the Watersong Condominiums, after upgrades.
Class 3 unsecured claims are composed of the unsecured portion of
the One West Claim of approximately $2,300,000 under Class 3a, and
the allowed general unsecured claims of approximately $5,052,000
under Class 3b.

A copy of the Disclosure Statement is available at:

       http://bankrupt.com/misc/watersongapartments.DS.pdf

                  About Watersong Apartments, L.P

Heaadquartered in Solana Beach, California, Watersong Apartments,
L.P., owns and operates the Watersong Condominiums, 250 separately
registered, titled and separately saleable condominium units with
separate addresses, including 14645 Las Flores Drive, Dallas,
Texas 75254, with separate parcel numbers and legal descriptions.
The partnership filed for Chapter 11 bankruptcy protection on
April 2, 2011 (Bankr. S.D. Calif. Case No. 11-05632).  Bankruptcy
Judge Louise DeCarl Adler presides over the case.  David M.
Reeder, Esq., at Reeder Law Corporation, in Los Angeles,
represents the Debtor as counsel.  In its schedules, the Debtor
disclosed assets of $10,204,930 and liabilities of $15,451,642 as
of the petition date.

The United States Trustee said that a committee under 11 U.S.C.
SEC. 1102 has not been appointed because an insufficient number of
persons holding unsecured claims against Watersong Apartments,
L.P. have expressed interest in serving on a committee.

OneWest Bank is represented by A. Kenneth Hennesay, Jr., Esq., and
Ted Fates, Esq., at Allen Matkins Leck Gamble Mallory & Natsis
LLP.


WESTBURY COMMUNITY: Houston Hospital to be Run by Trustee
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Westbury Community Hospital LLC will be
reorganized under control of a Chapter 11 trustee as the result of
a ruling on June 5 by the bankruptcy court.  The landlord and 30%
shareholder filed papers seeking appointment of a Chapter 11
trustee.  The bankruptcy judge ruled that the trustee may use his
or her business judgment in deciding whether to retain company
executives in managing the hospital.

                 About Westbury Community Hospital

Westbury Community Hospital LLC runs an acute-care hospital in
southwestern Houston.  An affiliate of Continuum Healthcare LLC is
the 70% owner and manager, having acquired 55% of its ownership
interest in 2010 from an affiliate of the landlord. Based in
Brentwood, Tennessee, Continuum has hospitals in Texas,
Tennessee and Florida.

Westbury Community filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 12-33651) on May 4, 2012.  Thomas H. Grace, Esq., at
Spencer Crain Cubbage Healy & McNamara, in Houston, serves as
counsel.  The Debtor estimated assets of up to $10 million and
debts of up to $50 million.

The Debtor sought Chapter 11 protection one day before a hearing
in state court for appointment of a receiver.  The hospital said
in a court filing that bankruptcy was the result of "mistakes by
billing personnel, low census, and onerous debt and rent
payments."


WJO INC: Cash Collateral Hearing Continued Until June 13
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
continued until June 13, 2012, at 1 p.m., the hearing to consider
WJO, Inc.'s request for further access to cash collateral.

Tristate Capital Bank asserts that it holds valid, enforceable,
and allowable claims against Debtor under a revolving credit
facility with unpaid principal of $3.1 million and under a term
loan with unpaid principal of $820,000.

The Debtor intends to use the cash collateral to fund its business
operations.

As adequate protection from diminution in value of the lender's
collateral, the Debtor will grant the lender replacement liens and
security interests in and upon all of the properties and assets of
the Debtor; and a superpriority administrative expense claim
status.

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


WJO INC: Plan Outline Hearing Continued Until June 13
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
continued until June 13, 2012, at 1 p.m., the hearing to consider
adequacy of the Disclosure Statement explaining WJO Inc.'s Plan of
Reorganization.

As reported in the Troubled Company Reporter on April 27, 2012,
the Official Committee of Unsecured Creditors, in its objection,
stated that the Disclosure Statement, as amended, still violates
the absolute priority rule unfairly and impermissibly shifting the
substantial risk of failure of the Amended Plan (premised on
unclear or insufficient business modifications) from the Debtor's
owner onto general unsecured creditors, and stringing along
unsecured creditors for what appears to be an unbelievable $58,837
over 16 years (200 monthly payments) on account of $1,176,510 in
general unsecured claims, and apparently without interest, all
while Dr. O'Brien again retains his equity interest in the Debtor.
Notwithstanding the Debtor's Liquidation Analysis, a full recovery
for unsecured creditors only after a 16-year delay without
interest pales in comparison to what unsecured creditors would
likely get in a chapter 7 liquidating case, or in a sale of the
Debtor's business, accounts receivable or other assets under an
alternative plan or other transaction.

A full-text copy of the First Amended Disclosure Statement is
available for free at
http://bankrupt.com/misc/WJO_INC_ds_1stamended.pdf

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.


WJO INC: Rebuffs Tristate Capital's Plea for Chapter 11 Trustee
---------------------------------------------------------------
WJO, Inc., asks the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to deny secured creditor and party-in-interest
Tristate Capital Bank motion for the appointment of a Chapter 11
trustee, or relief from the automatic stay.

As reported in the Troubled Company Reporter on June 6, 2012,
Tristate Capital Bank asked the Court (i) for relief from the
automatic stay to enforce all of its contractual rights against
its collateral; or alternatively, (ii) to appoint a Chapter 11
trustee in the case of WJO, Inc.

According to the Debtor, Tristate's allegations of gross financial
mismanagement, inability to consummate a plan of reorganization,
insider dealing, conflicts of interest and overall poor business
management skills are unsupportable allegations tossed at the wall
in a last ditch effort to see what sticks together to further its
own agenda, to liquidate the Debtor and collect as must as
possible from the Debtor's assets as quickly as possible without
regard to the bankruptcy process of the rights of other creditors.

                          About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.




XLIT LTD: Fitch Affirms Rating on $1-Bil. Series E Notes 'BB+'
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings of XLIT Ltd. (XL, a Cayman
Islands subsidiary of XL Group plc) and its property/casualty
(re)insurance subsidiaries, including the Issuer Default Rating
(IDR) for XL at 'BBB+', and the Insurer Financial Strength (IFS)
rating of its core operating companies at 'A'.

The Rating Outlook is Stable.

Fitch's rationale for the affirmation of XL's ratings reflects the
company's solid capitalization, reasonable financial leverage and
stable competitive position.  The ratings also reflect anticipated
challenges in the overall competitive but generally improving
property/casualty market rate environment, recent earnings
volatility, and the potential drag from the remaining runoff life
business.

XL posted net earnings of $177 million in the first quarter of
2012, improved from net losses of $227 million in the first
quarter of 2011 and $475 million for full year 2011.  This
improvement was the result of reduced catastrophe losses thus far
in 2012, as full-year 2011 results included $761 million of
catastrophe losses from the Japanese and New Zealand earthquakes,
Thailand floods, Australian floods, U.S. tornado activity,
Hurricane Irene, and Tropical Storm Lee.  Full-year 2011 results
also included a fourth quarter $429 million goodwill impairment
charge in the insurance segment.

Excluding the impact of catastrophes (1.5 points) and favorable
reserve development (6.0 points), XL's combined ratio for the
first quarter of 2012 was 99.8%, down slightly from 100.9% on a
comparable basis for the first three months of 2011.  This
compares to 98.5% and 96.3% for full years 2011 and 2010,
respectively.  The deterioration in 2011 was primarily driven by
higher large-loss activity in the insurance segment's energy,
property and marine business, while first quarter 2012 was hit by
a single large marine loss for the Costa Concordia cruise ship
event that impacted both the insurance and reinsurance segments.

XL continues to maintain reasonable financial leverage with an
equity credit-adjusted financial leverage ratio (excluding
accumulated other comprehensive income on fixed maturities) of
13.6% at March 31, 2012, down from 17.8% at Dec. 31, 2011, as $600
million of debt was repaid at maturity in January 2012.  XL's
capital position has improved thus far in 2012, with shareholders'
equity of $11.1 billion at March 31, 2012, up from $10.8 billion
at Dec. 31, 2011.

XL's competitive position remains stable, with total
property/casualty net premiums written up 14.5% thus far in 2012
following growth of 8.7% in 2011 and 5.4% in 2010, with both of
XL's insurance and reinsurance segments experiencing premium
growth.  The increases are due to targeted new business growth,
strong mid-to-upper-80% retentions at historical levels across all
lines of business, the recapture of some of the previously lost
business, and the generally improving rate environment.

The key rating triggers that could result in an upgrade include
consistent underwriting profitability in line with higher rated
peers, overall flat to favorable loss reserve development,
financial leverage maintained below 20%, run-rate operating
earnings-based interest and preferred dividend coverage of at
least 5x, and continued strong capitalization of the insurance
subsidiaries.

The key rating triggers that could result in a downgrade include
significant charges for reserves, investments, or runoff business
that affect equity and the capitalization of the insurance
subsidiaries, financial leverage ratio maintained above 25% or
debt plus preferred equity to total capital above 30% and future
earnings that are significantly below industry levels.

Fitch affirms the following ratings with a Stable Outlook:

XLIT Ltd.

  -- IDR at 'BBB+';
  -- $600 million 5.25% senior notes due 2014 at 'BBB';
  -- $400 million 5.75% senior notes due 2021 at 'BBB';
  -- $350 million 6.375% senior notes due 2024 at 'BBB';
  -- $325 million 6.25% senior notes due 2027 at 'BBB';
  -- $345 million series D preference ordinary shares at 'BB+';
  -- $1,000 million 6.375% series E preference ordinary shares at
     'BB+'.

XL Capital Finance (Europe) PLC

  -- IDR at 'BBB+'.

Fitch has also affirmed at 'A' the IFS ratings of the following XL
(re)insurance subsidiaries with a Stable Outlook:

  -- XL Insurance (Bermuda) Ltd;
  -- XL Re Ltd;
  -- XL Insurance Switzerland;
  -- XL Re Latin America Ltd;
  -- XL Insurance Company Limited;
  -- XL Insurance America, Inc.;
  -- XL Reinsurance America Inc.;
  -- XL Re Europe Limited;
  -- XL Insurance Company of New York, Inc.;
  -- XL Specialty Insurance Company;
  -- Indian Harbor Insurance Company;
  -- Greenwich Insurance Company;
  -- XL Select Insurance Company.


* Moody's Says Healthcare Law Ruling Has Three Likely Outcomes
--------------------------------------------------------------
The pending ruling by the US Supreme Court on the
constitutionality of the 2010 Affordable Care Act is likely to
result in one of three possible outcomes, says Moody's Investors
Service in its new special comment "For-Profit Hospitals, Drug
Companies and Medical-Device Makers, Three Likely Outcomes of the
Supreme Court's Pending Decision on the 2010 Healthcare Law." The
decision is expected later this month.

Each of the three scenarios detailed in the report has different
implications for the credit profiles of for-profit hospitals,
pharmaceutical companies and medical-device makers, says Moody's.

If the US Supreme Court decides the law is constitutional, Moody's
says for-profit hospitals -- including HCA Inc., CHS/Community
Health Systems Inc. and Tenet Healthcare Corp. - would benefit
because their exposure to bad-debt charges would drop.
Pharmaceutical companies led by Pfizer Inc. and Merck & Co. will
continue to incur the costs associated with the law and medical-
device makers Medtronic Inc. and Stryker Corp., among others, will
need to pay a new tax on US revenues.

Moody's says that if the court strikes down the individual mandate
but leaves most of the law standing, the effect will be credit
negative for all three industry segments. With fewer people
covered by healthcare insurance, for-profit hospitals will face
increased bad-debt exposure and reduced reimbursement rates.
Pharmaceutical companies would sell fewer drugs and medical-device
makers would pay a new excise tax and feel pricing pressure from
hospitals, says the report.

The third possible scenario, where the court decides the mandate
is unconstitutional and essentially strikes down the law, would
provide near-term relief for pharmaceutical and medical device
companies but for-profit hospitals would see pressure from
continued increases in bad debt charges as individuals remain
without insurance. However, this outcome would be negative in the
long-term for all three segments because of market uncertainty
over cost control by the government, says Moody's.


* BOOK REVIEW: The Health Care Marketplace
------------------------------------------
Author: Warren Greenberg, Ph.D.
Publisher: Beard Books
Softcover: 179 pages
List Price: $34.95
Review by Henry Berry

Greenberg is an economist who analyzes the healthcare field from
the perspective that "health care is a business [in which] the
principles of supply and demand are as applicable . . . as to
other businesses."  This perspective does not ignore or minimize
the question of the quality of health, but rather focuses sharply
on the relationship between the quality of healthcare and economic
factors and practices.

For better or worse, the American healthcare system to a
considerable degree embodies the beliefs, principles, and aims of
a free-market capitalist economic system driven by competition.
In the early sections of The Health Care Marketplace, Greenberg
takes up the question of how physicians and how hospitals compete
in this system.  "Competition among physicians takes place locally
among primary care physicians and on a wider geographical scale
among specialists.  There is competition also between M.D.s and
allied practitioners: for example, between ophthalmologists and
optometrists and between psychiatrists and psychologists.
Regarding competition between physicians in a fee-for-service
practice and those in managed care plans, Greenberg cites
statistics and studies that there was lesser utilization of
healthcare services, such as hospitalization and tests, with
managed care plans.

Some of the factors affecting the economics of different areas of
the healthcare field are self-evident, albeit may be little
recognized or little realized by consumers.  One of these factors
is physician demeanor.  Most readers would see a physician's
demeanor as a type of personality exhibited during the course of
the day.  But after the author notes that "[c]ompetition also
takes place in professional demeanor, location, and waiting time,"
the word "demeanor" takes on added meaning. The demeanor of a big-
city plastic surgeon, for example, would be markedly different
from that of a rural pediatrician.  Thus, demeanor has a
relationship to the costs, options, services, and payments in the
medical field, and also a relationship to doctor education and
government funding for public health.

Greenberg does not follow his economic data and summarizations
with recommendations or advice. He leaves it to the policymakers
to make decisions on the basis of the raw economic data and
indisputable factors such as physician demeanor.  Nor does he take
a political position when he selects what data to present or
emphasize.  It is this apolitical, unbiased approach that makes
The Health Care Marketplace of most value to readers interested in
understanding the economics of the healthcare field.

Without question, a thorough understanding of the factors
underlying the healthcare marketplace is necessary before changes
can be made so that the health needs of the public are better met.
Conditions that are often seen as intractable because they are
regarded as social or political problems such as the overcrowding
of inner-city health centers or preferential treatment of HMOs
are, in Greenberg's view, problems amenable to economic solutions.
According to the author, the basic economic principle of supply-
and-demand goes a long way in explaining exorbitantly high medical
costs and the proliferation of specialists.

Greenberg's rigorous economic analysis similarly yields an
informative picture of the workings of other aspects of the
healthcare field.  Among these are hospitals, insurance, employee
health benefits, technology, government funding of health
programs, government regulation, and long-term health care.  In
the closing chapter, Greenberg applies his abilities as a keen-
eyed observer of the economic workings of the U.S. healthcare
field to survey healthcare systems in three other countries:
Canada, Israel, and the Netherlands.  "An analysis of each of the
three systems will explain the relative doses of competition,
regulation, and rationing that might be used in financing of
health care in the United States," he says.  But even here, as in
his economic analyses of the U.S. healthcare system, Greenberg
remains nonpartisan and does not recommend one of these three
foreign systems over the other.  Instead he critiques the
Canadian, Israel, and Netherlands systems -- "none [of which]
makes use of the employer in the provision of health insurance,"
he says -- to prompt the reader to look at the present state and
future of U.S. healthcare in new ways.

The Health Care Marketplace is not a book of limited interest, and
the author's focus on the economics of the health field does not
make for dry reading.   Healthcare is a central concern of every
individual and society in general.  Greenberg's book clarifies the
workings of the healthcare field and provides a starting point for
addressing its long-recognized problems and moving down the road
to dealing effectively with them.

Warren Greenberg is Professor of Health Economics and Health Care
Sciences at George Washington University, and also a Senior Fellow
at the University's Center for Health Policy Research. Prior to
these positions, in the 1970s he was a staff economist with the
Federal Trade Commission.  He has written a number of other books
and numerous articles on economics and healthcare.



                            *********

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
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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
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Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
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Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

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